Exhibit 4.12
 Amendment and Restatement Deed
 
 Each company listed in Schedule 1
 Each company listed in Schedule 2
 Each financial institution listed in Schedule 3
 Sims Group Global Trade Corporation
 
 
 Reference




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Contents
 1. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Terms defined in the Facility Agreement
    
    
    11.3 Rules for interpreting this document
    
    
    21.4 Transaction Document
    
    
    22. CONSIDERATION
    
    
    23. AMENDMENTS
    
    
    23.1 Amendment to Facility Agreement
    
    
    23.2 Effect of amendment
    
    
    23.3 Confirmation by the New Borrower
    
    
    24. EFFECTIVE DATE
    
    
    35. EXISTING GUARANTORS ACKNOWLEDGMENT AND AGREEMENT
    
    
    46. REPRESENTATIONS AND WARRANTIES
    
    
    46.1 Representations and warranties
    
    
    46.2 Reliance on representations and warranties
    
    
    47. GENERAL
    
    
    47.1 Governing law
    
    
    47.2 Liability for expenses
    
    
    57.3 Giving effect to this document
    
    
    57.4 Waiver of rights
    
    
    57.5 Operation of this document
    
    
    57.6 Exclusion of contrary legislation
    
    
    67.7 Amendment
    
    
    67.8 Counterparts
    
    
    67.9 Attorneys
    
    
    6Schedule1 EXISTING BORROWERS
    
    
    72 EXISTING GUARANTORS
    
    
    103 EXISTING FINANCIERS
    
    
    184 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
    
    
    195 PRO-FORMA FEE LETTER
    
    
    20
 Amendment and Restatement Deed     i




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Amendment and Restatement Deed
 DATE 7 October 2010
 PARTIES
 Each company listed in Schedule 1(each an Existing Borrowerand together the Existing
Borrowers)
 Each company listed in Schedule 2(each an Existing Guarantorand together the Existing
Guarantors)
 Each financial institution listed in Schedule 3(each an Existing Financierand together
the Existing Financiers)
 Sims Group Global Trade Corporation(the New Borrower)
 RECITALS
 A.
    
    Under the Facility Agreement, the Existing Financiers have granted certain cash advance,
trade finance and hedging facilities to one or more Borrowers (as the case may be) and the
Existing Guarantors have jointly and severally guaranteed the punctual payment and
satisfaction of the Amount Owing by the Existing Borrowers to the Existing Financiers.B.
    
    At the request of Sims Metal Management Limited (ABN 69 114 838 630), the New Borrower has
agreed to accede to the Facility Agreement as a Borrower and a US Trade Borrower (in respect
of a new Trade Facility to be provided to it by HSBC (UK)).C.
    
    Accordingly, the parties wish to amend and restate the Facility Agreement in the manner set
out in this document.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Companiesmeans the New Borrower, the Existing Borrowers and the Existing Guarantors and
Companymeans any of them, as the context may require.Effective Datehas the meaning set out in clause 4.Facility Agreementmeans the Multi Option Facility Agreement of that title dated 3
December 2003 between, amongst others, the Existing Borrowers, the Existing Guarantors and
the Existing Financiers, as amended and restated on 6 December 2005, 26 June 2008, 2
November 2009 and 12 May 2010.1.2
    
    Terms defined in the Facility AgreementA term (other than a term defined in clause 1.1) that is defined in the Facility Agreement
(as amended and restated by this document) has the same meaning in this document.
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1.3
    
    Rules for interpreting this documentClauses 1.2 to 1.4 (inclusive) of the Facility Agreement apply to this document as if they
were set out in full in this document, except that any reference to this Agreement, the
Transaction Documents or a Transaction Document is replaced by a reference to this
document.1.4
    
    Transaction DocumentThis document is a Transaction Document for the purposes of the Facility Agreement.2.
    
    CONSIDERATIONEach party acknowledges that it has received valuable consideration for entering into this
document.3.
    
    AMENDMENTS3.1
    
    Amendment to Facility Agreement
 (a)
    
    The Facility Agreement is amended and restated with effect on and from the
Effective Date to read as set out in Schedule 4.(b)
    
    Paragraph (a) does not affect any right or obligation of any party that
arises before the Effective Date.
 3.2
    
    Effect of amendment
 (a)
    
    Except as expressly amended by this document, the Facility Agreement is
confirmed and remains in full force and effect.(b)
    
    With effect on and from the Effective Date:
 (i)
    
    the Facility Agreement and this document will be read and
construed as one document; and(ii)
    
    references in the Facility Agreement to this Agreementwill
be read and construed as references to the Facility Agreement as amended by
this document.
 3.3
    
    Confirmation by the New BorrowerThe New Borrower confirms that:
 (a)
    
    it has received a copy of the Transaction Documents, together with all other
documents and information which it requires in connection with the transactions
contemplated by the Transaction Documents; and(b)
    
    it has not relied and will not rely on any other party to the Facility
Agreement to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy or completeness of any of those documents or that information
described in paragraph (a).
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4.
    
    EFFECTIVE DATEThe Effective Date is the date on which HSBC (Australia) has received the following
documents and information, in form and substance satisfactory to it:
 (a)
    
    in respect of the New Borrower only, a condition precedent certificate
substantially in the form of Annexure E of the Facility Agreement attaching:
 (i)
    
    a copy of the constitutional documents of the New Borrower;(ii)
    
    a copy of a resolution of the board or, if applicable, a
committee of the board of directors or, if applicable, a resolution of the
shareholders of the New Borrower:
 (A)
    
    approving the terms of, and the transactions
contemplated by, this document and resolving that it execute, deliver
and perform this document;(B)
    
    authorising a specified person or persons to
execute this document on its behalf;(C)
    
    appointing Authorised Officers for the
purposes of the Transaction Documents; and(D)
    
    acknowledging that each Transaction Document
to which it is a party will benefit the New Borrower; and
 (iii)
    
    copies of the true and usual signatures of the Authorised
Officers of the New Borrower authorised to:
 (A)
    
    sign this document and each other relevant
Transaction Document; and(B)
    
    give notices and other communications under
or in connection with this document and those Transaction Documents;
 (b)
    
    in respect of each Company other than the New Borrower, a copy of a
resolution of the board or, if applicable, a committee of the board of directors or,
if applicable, a resolution of the shareholders of that Company:
 (i)
    
    approving the terms of, and the transactions contemplated by,
this document and resolving that it execute, deliver and perform this
document; and(ii)
    
    authorising a specified person or persons to execute this
document on its behalf;
 (c)
    
    four original counterparts of this document duly executed by each Existing
Borrower, each Existing Guarantor and the New Borrower;(d)
    
    an original counterpart of a fee letter in substantially the form of the fee
letter set out in Schedule 5, duly executed by the Parent; and(e)
    
    the following legal opinions, each addressed to, and in form and substance
satisfactory to, the Financiers and capable of being relied upon by any person who
becomes a Financier pursuant to the Facility Agreement:
 Amendment and Restatement Deed     3




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(i)
    
    a legal opinion from Baker and McKenzie LLP, legal advisers
to the Companies as to United States law, as to, amongst other matters, the
due execution of this document by the New Borrower; and(ii)
    
    a legal opinion from Blake Dawson, legal advisers to the
Financiers as to New South Wales law, as to the enforceability of this
document.
 5.
    
    EXISTING GUARANTORS ACKNOWLEDGMENT AND AGREEMENTEach Existing Guarantor unconditionally and irrevocably:
 (a)
    
    consents and agrees to the amendments to the Facility Agreement contemplated
by this document, and to the other Existing Guarantors and the New Borrower entering
into this document;(b)
    
    ratifies and confirms its execution of each Transaction Document to which it
is a party; and(c)
    
    acknowledges and agrees that:
 (i)
    
    its obligations under each Transaction Document to which it
is a party are not discharged, released or terminated in any way by the
parties to this document entering into this document or by the Facility
Agreement being amended and restated in the manner contemplated by this
document; and(ii)
    
    each Transaction Document to which it is a party remains in
full force and effect and continues to be binding notwithstanding the parties
to this document entering into this deed or the Facility Agreement being
amended and restated in the manner contemplated by this document.
 6.
    
    REPRESENTATIONS AND WARRANTIES6.1
    
    Representations and warrantiesEach Obligor:
 (a)
    
    repeats or, in the case of the New Borrower, makes, the representations and
warranties given by it in clause 11.1 of the Facility Agreement on the date of this
document with references to the facts and circumstances then subsisting; and(b)
    
    represents and warrants that no Event of Default has occurred and that no
event has occurred which, with the giving of notice, the passage of time, any
determination of materiality or the fulfilment of any other condition, would be likely
to become and Event of Default, and, in each case, which is subsisting.
 6.2
    
    Reliance on representations and warrantiesEach party acknowledges that the Financiers have executed this document and agreed to take
part in the transactions that it contemplates in reliance on the representations and
warranties that are made or repeated in this clause 6.7.
    
    GENERAL7.1
    
    Governing law
 (a)
    
    This document is governed by the laws of the State of New South Wales.
 Amendment and Restatement Deed     4




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(b)
    
    Each Company submits to the nonexclusive jurisdiction of the courts of the
State of New South Wales, and of any court that may hear appeals from any of those
courts, for any proceedings in connection with this document.(c)
    
    Each Company irrevocably waives:
 (i)
    
    any objection to the venue of any proceedings on the ground
that they have been brought in an inconvenient forum; and(ii)
    
    any immunity from set off, suits, proceedings and execution
to which it or any of its property may now or in the future be entitled under
any applicable law.
 (d)
    
    Each Company agrees that a document required to be served in proceedings in
connection with this document may be served:
 (i)
    
    by being delivered to or left at its address for service of
notices under the Facility Agreement; or(ii)
    
    in any other way permitted by law.
 7.2
    
    Liability for expensesThe Companies must pay to or reimburse each Financier on demand for all reasonable costs
and expenses (including external legal costs) incurred or payable by the Financier for the
negotiation, preparation, execution, completion, stamping and registration of this document
and any document required under this document.7.3
    
    Giving effect to this documentEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this document.7.4
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the
exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of
that right or as an estoppel precluding enforcement of that right if it arises again;
and(c)
    
    the exercise of a right does not prevent any further exercise of that right
or of any other right.
 7.5
    
    Operation of this document
 (a)
    
    Any right that a person may have under this document is in addition to, and
does not replace or limit, any other right that the person may have.(b)
    
    Any provision of this document which is unenforceable or partly unenforceable
is, where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this document.
 Amendment and Restatement Deed     5




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7.6
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by a party
of a right or remedy, under or relating to this document is excluded to the full extent
permitted by law.7.7
    
    AmendmentThis document can only be amended or replaced by another document signed by the parties.7.8
    
    CounterpartsThis document may be executed in counterparts.7.9
    
    AttorneysEach person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.
 Amendment and Restatement Deed     6




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Schedule 1
 EXISTING BORROWERS
 Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationAustralian BorrowersSims Group
Australia Holdings
Limited
    
    ABN 37 008 634 526
    
    Sir Joseph Banks
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    ACT, AustraliaSims Metal
Management Limited
    
    ABN 69 114 838 630
    
    Sir Joseph Banks
Corporate Park Suite
3 Level 2
    
    VIC, Australia32 Lord StreetBotany NSW 2019UK BorrowersSims Group UK
Holdings Limited
    
    2904307
    
    Long Marston
Stratford-Upon-Avon
Warwickshire CV37 8AQ
    
    United KingdomSims Group UK
Limited
    
    3242331
    
    Long Marston
Stratford-Upon-Avon
Warwickshire CV37 8AQ
    
    United KingdomMirec BV
    
    N/A
    
    Hastelweg 251, 5652CV,
Eindhoven, The
Netherlands
    
    The NetherlandsUS BorrowersSims Group USA
Corporation
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808Metal Dynamics 
Detroit LLC
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808
 Amendment and Restatement Deed     7




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management
Alabama, Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808Metal Management
Arizona, L.L.C.
    
    N/A
    
    c/o CT Corporation
System
    
    Arizona, USA2394 East Camelback RoadPhoenix, AZ 85016Metal Management
Connecticut, Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808Metal Management
Memphis, L.L.C.
    
    N/A
    
    c/o Corporation Service
Company
    
    Tennessee, USA2908 Poston AvenueNashville, TN 37203Metal Management
Midwest, Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
    
    Illinois, USA801 Adlai Stevenson
DriveSpringfield, IL 62703Metal Management
Mississippi, Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808Metal Management
Northeast, Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    New Jersey, USA830 Bear Tavern RoadWest Trenton, NJ 08628Metal Management
Ohio, Inc.
    
    N/A
    
    c/o CSC-Lawyers
Incorporating Service
(Corporation Service
Company)
    
    Ohio, USA50 W. Broad St
Suite 1800Columbus, OH 43215
 Amendment and Restatement Deed     8




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management
West, Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    Colorado, USA1560 Broadway, Suite2090, Denver, CO 80202Metal Management,
Inc.
    
    N/A
    
    c/o Corporation Service
Company
    
    Delaware, USA2711 Centerville RoadSuite 400, Wilmington,Delaware 19808Proler Southwest LP
    
    N/A
    
    c/o Corporation Service
Company d/b/a
CSC-Lawyers
Incorporating Service
Company
    
    Texas, USA211 E. 7th StreetSuite 620Austin, TX 78701HK Trade BorrowerSims Metal Management Asia
    
    30512
    
    5407-8, 54th Floor,
    
    Hong KongLimited (formerly known as
    
    
    
    Hopewell Centre, 183Sims Asia Holdings Limited)
    
    
    
    Queens Road East,Wanchai, Hong KongGerman BorrowersSims Group German Holdings GmbH
    
    N/A
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    GermanySims M+R GmbH
    
    N/A
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    Germany
 Amendment and Restatement Deed     9




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Schedule 2
 EXISTING GUARANTORS
 Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationAustraliaSims Energy Pty Limited
    
    ABN 42 009 667 752
    
    Sir Joseph Banks
    
    QLD, AustraliaCorporate Park
Suite 3 Level 232 Lord StreetBotany NSW 2019Sims Group Australia 
Holdings Limited
    
    ABN 37 008 634 526
    
    Sir Joseph Banks
Corporate Park
    
    ACT, AustraliaSuite 3 Level 2
32 Lord StreetBotany NSW 2019Sims Metal Management
Limited
    
    ABN 69 114 838 630
    
    Sir Joseph Banks
Corporate Park
Suite 3 Level 2
32 Lord Street
    
    NSW, AustraliaBotany NSW 2019Sims Industrial Pty Limited
    
    ABN 95 000 090 479
    
    Sir Joseph Banks
    
    NSW, AustraliaCorporate Park
Suite 3 Level 232 Lord StreetBotany NSW 2019Sims Manufacturing Pty
Limited
    
    ABN 13 004 332 870
    
    Sir Joseph Banks
Corporate Park
    
    NSW, AustraliaSuite 3 Level 2
32 Lord StreetBotany NSW 2019Simsmetal Holdings Pty. Ltd.
    
    ABN 97 000 021 563
    
    Sir Joseph Banks
    
    NSW, AustraliaCorporate Park
Suite 3 Level 232 Lord StreetBotany NSW 2019Simsmetal Services Pty.
Limited
    
    ABN 76 000 166 987
    
    Sir Joseph Banks
Corporate Park
    
    NSW, AustraliaSuite 3 Level 2
32 Lord StreetBotany NSW 2019
 Amendment and Restatement Deed     10




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationUnited KingdomSims Group UK Holdings 
Limited
    
    2904307
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomSims Group UK Limited
    
    3242331
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomThe NetherlandsMirec BV
    
    N/A
    
    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    The NetherlandsNew ZealandSimsmetal Industries Limited
    
    3597
    
    James Fletcher Drive
Otahuhu, Auckland,
New Zealand
    
    New ZealandSwedenSims Recycling Solutions AB
    
    N/A
    
    Karosserigatan 6 641
51 Katrineholm
Sweden
    
    SwedenGermanySims Group German Holdings
GmbH
    
    N/A
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    GermanySims M+R GmbH
    
    N/A
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    GermanyHong KongSims Metal Management Asia 
Limited (formerly known as 
Sims Asia Holdings Limited)
    
    30512
    
    5407-8, 54th Floor,
Hopewell Centre, 183
Queens Road East,
Wanchai, Hong Kong
    
    Hong KongCanadaSims Group Recycling
Solutions Canada Ltd.
    
    N/A
    
    1200-999 West
Hastings Street,
Vancouver, British
Columbia V6C 2W2,
Canada
    
    Canada
 Amendment and Restatement Deed     11




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSims Group Canada Holdings
Limited
    
    N/A
    
    Suite 2300, 550
Burrard Street, Box
30, Vancouver,
British Columbia V6C
2B5, Canada
    
    CanadaUnited States of AmericaSims Group USA Corporation
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USACIM Trucking, Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USAHNE Recycling LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAHNW Recycling LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Dynamics Detroit LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USATH Properties LLC (formerly 
known as Metal Dynamics 
Indianapolis LLC)
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 Amendment and Restatement Deed     12




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Dynamics LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Alabama,
Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Arizona,
L.L.C.
    
    N/A
    
    c/o CT Corporation
System
2394 East Camelback
Road
Phoenix, AZ 85016
    
    Arizona, USAMetal Management
Connecticut, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Indiana,
Inc.
    
    N/A
    
    c/o Prentice Hall
Corporation
33 North LaSalle
Street
Chicago, IL 60602
    
    Illinois, USAMetal Management Memphis,
L.L.C.
    
    N/A
    
    c/o Corporation
Service Company
2908 Poston Avenue
Nashville, TN 37203
    
    Tennessee, USAMetal Management Midwest,
Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USAMetal Management
Mississippi, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 Amendment and Restatement Deed     13




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management New Haven,
Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Northeast,
Inc.
    
    N/A
    
    c/o Corporation
Service Company
830 Bear Tavern Road
West Trenton, NJ
08628
    
    New Jersey, USAMetal Management Ohio, Inc.
    
    N/A
    
    CSC-Lawyers
Incorporating
Service (Corporation
Service Company)
50 W. Broad St
Suite 1800
Columbus, OH 43215
    
    Ohio, USAMetal Management
Pittsburgh, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Proler
Southwest, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASMM  North America 
Trade
Corporation
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management West Coast
Holdings, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 Amendment and Restatement Deed     14




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management West, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Colorado, USAMetal Management, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMM Metal Dynamics Holdings,
Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USANaporano Iron & Metal, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USANew York Recycling
Ventures, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USANorth Carolina Resource 
Conservation, LLC
    
    N/A
    
    c/o Corporation
Service Company
327 Hillsborough
Street
Raleigh, NC 27603
    
    North Carolina, USAProler Southwest GP, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 Amendment and Restatement Deed     15




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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationProler Southwest LP
    
    N/A
    
    c/o Corporation
Service Company
d/b/a CSC-Lawyers
Incorporating
Service Company
211 E. 7th Street
Suite 620
Austin, TX 78701
    
    Texas, USAReserve Iron & Metal 
Limited Partnership
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASchiabo Larovo Corporation
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASHN Co., LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Group Global Trade 
Corporation
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Group USA Holdings 
Corporation
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 Amendment and Restatement Deed     16




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSims Municipal Recycling of
New York LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Recycling Solutions
Holdings Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USASimsmetal East LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASimsmetal West LLC
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Recycling Solutions,
Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USA
 Amendment and Restatement Deed     17




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##### 



Schedule 3
 EXISTING FINANCIERS
 Financier Name
    
    Registered Number
    
    Lending OfficeIn relation to the Australian Borrowers, UK Borrowers, US Borrowers and German BorrowersHSBC Bank Australia Limited
    
    ABN 48 006 434 162
    
    Level 31, 580 George StreetSydney  NSW 2000AustraliaHSBC Bank plc
    
    14259
    
    8 Canada Square, London, E145HQHSBC Bank USA, National Association
    
    
    
    452 Fifth Avenue, New York,New York 10018USAIn relation to the HK Trade BorrowerThe Hongkong and Shanghai Banking
    
    ABN 65 117 925 970
    
    Level 10, 1 Queens Road,Corporation Limited
    
    
    
    Central Hong KongIn relation to the US Trade BorrowerHSBC Bank plc
    
    14259
    
    City Corporate BankingCentre, 60 Queen VictoriaStreet, London, EC4N 4TR
 Amendment and Restatement Deed     18




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##### 



Schedule 4
 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
 Amendment and Restatement Deed     19




---



##### 



Schedule 5
 PRO-FORMA FEE LETTER
 To:
    
    Sims Metal Management Limited ACN 114 838 630[insert address]Attention:
    
    [insert name]With a copy to:
    
    [insert address of the relevant Borrowers]Date:
    
    [insert date]
  AMENDED AND RESTATED MULTI OPTION FACILITY AGREEMENT  FEE LETTER
 Sims Facility
Agreement
 Definitions and Interpretation
 1.1
    
    A term defined in clause 1.1 of the Facility Agreement has the same meaning when used in this
fee letter unless stated otherwise in this fee letter.1.2
    
    Clause 1.2 of the Facility Agreement is incorporated into this fee letter as if set out in
this fee letter in full and as if all references in that provision to this Agreement were to
this fee letter.1.3
    
    The provisions of the Facility Agreement will apply to this fee letter.1.4
    
    This fee letter is a Transaction Document.1.5
    
    This fee letter is entered into in connection with the [Cash Advance Facility][Trade
Facilities][Bank Guarantee and Standby Letter of Credit Facility]*.2.
    
    [Margin under [Cash Advance Facility][Trade Facilities]*]*[Include details of any changes to the Margin payable in connection with the Facility
Agreement]3.
    
    [Fees][Include details of any changes to the fees payable in connection with the Facility
Agreement]4.
    
    Change in the Margin and/or FeesThe Margin or fees set out above will, if the Parent returns a signed copy of this fee
letter to the Financiers, apply with effect from the date of this fee letter unless
otherwise specified above.
 
 *
    
    delete as appropriate Amendment and Restatement Deed     20




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##### 



5.
    
    ConfidentialityThis fee letter must not be disclosed by Sims to any entity or person except as may be
required by law or to Sims employees and legal and financial advisers who have a need to
know the information and who are made aware of and agree to be bound by the confidentiality
obligation under this paragraph.6.
    
    CounterpartsThis fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.7.
    
    Governing Law
    insert execution clause for the Financiers (as applicable)
 insert name of each Financier
  Sims Metal Management Limited
    Amendment and Restatement Deed     21




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##### 



EXECUTED
 Existing FinancierSIGNED, SEALEDand DELIVEREDforHSBC BANK AUSTRALIA LIMITEDunderpower of attorney in the presence of:Signature of attorneySignature of witness
    
    
    
    NameName
    
    
    
    Date of power of attorney
 Amendment and Restatement Deed     22




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##### 



Existing FinancierSIGNED, SEALEDand DELIVEREDforHSBC BANK PLCunder power of attorney
 in
the presence of:Signature of attorneySignature of witness
    
    
    
    NameName
    
    
    
    Date of power of attorney
 Amendment and Restatement Deed     23




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##### 



Existing FinancierSIGNED, SEALEDand DELIVEREDforHSBC BANK USA, NATIONAL ASSOCIATION
in the presence of:SignatureSignature of witness
    
    
    
    NameName
    
    
    
    Date
 Amendment and Restatement Deed     24




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##### 



Existing FinancierSIGNED, SEALEDand DELIVEREDfor
THE HONGKONG
AND SHANGHAI BANKING CORPORATION
LIMITEDunder
power of attorney in the presence of:Signature of attorneySignature of witness
    
    
    
    NameName
    
    
    
    Date of power of attorney
 Amendment and Restatement Deed     25




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS GROUP AUSTRALIA 
HOLDINGS
LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     26




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS METAL MANAGEMENT LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     27




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS GROUP UK HOLDINGS LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     28




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS GROUP UK LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     29




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbySIMS GROUP USA CORPORATION
by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     30




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby MIREC BV:Signature of director
    
    
    
    Signature of directorName
    
    
    
    Name
 Amendment and Restatement Deed     31




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##### 



Existing Borrower/Existing GuarantorTHE COMMON SEAL of SIMS METAL MANAGEMENT ASIA LIMITED (PREVIOUSLY KNOWN AS SIMS
ASIA HOLDINGS LIMITED)was affixed to this deed in the presence of:Signature of Authorised SignatoryName of Authorised Signatory
 Amendment and Restatement Deed     32




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL DYNAMICS DETROIT LLCby its officer:Signature of officerName of officer
 Amendment and Restatement Deed     33




---



##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT ALABAMA, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     34




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT ARIZONA, L.L.C.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     35




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT CONNECTICUT, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     36




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT MEMPHIS, L.L.C.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     37




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT MIDWEST, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     38




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT MISSISSIPPI, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     39




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT NORTHEAST, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     40




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT OHIO, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     41




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT WEST, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     42




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyMETAL MANAGEMENT, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     43




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##### 



Existing Borrower/Existing GuarantorEXECUTEDbyPROLER SOUTHWEST LPby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     44




---



##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS M+R GMBH:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     45




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##### 



Existing Borrower/Existing GuarantorEXECUTEDby SIMS GROUP GERMAN HOLDINGS
GMBH:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     46




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##### 



Existing GuarantorEXECUTEDby SIMS INDUSTRIAL PTY LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     47




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##### 



Existing GuarantorEXECUTEDby SIMSMETAL SERVICES PTY.
LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     48




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##### 



Existing GuarantorEXECUTEDby SIMS ENERGY PTY LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     49




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##### 



Existing GuarantorEXECUTEDby SIMS MANUFACTURING PTY LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     50




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##### 



Existing GuarantorEXECUTEDby SIMSMETAL HOLDINGS PTY. LTD.:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     51




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##### 



Existing GuarantorEXECUTEDbyCIM TRUCKING, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     52




---



##### 



Existing GuarantorEXECUTEDbyHNE RECYCLING LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     53




---



##### 



Existing GuarantorEXECUTEDbyHNW RECYCLING LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     54




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##### 



Existing GuarantorEXECUTEDbyTH PROPERTIES LLC(formerly known asMETAL DYNAMICS INDIANAPOLIS LLC)by its officer:Signature of officerName of officer
 Amendment and Restatement Deed     55




---



##### 



Existing GuarantorEXECUTEDbyMETAL DYNAMICS LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     56




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##### 



Existing GuarantorEXECUTEDbyMETAL MANAGEMENT INDIANA, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     57




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##### 



Existing GuarantorEXECUTEDbyMETAL MANAGEMENT PITTSBURGH, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     58




---



##### 



Existing GuarantorEXECUTEDby METAL MANAGEMENT PROLER
SOUTHWEST, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     59




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##### 



Existing GuarantorEXECUTEDbySMM  NORTH AMERICA TRADE CORPORATIONby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     60




---



##### 



Existing GuarantorEXECUTEDbyMETAL MANAGEMENT WEST COAST HOLDINGS, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     61




---



##### 



Existing GuarantorEXECUTEDbyMM METAL DYNAMICS HOLDINGS, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     62




---



##### 



Existing GuarantorEXECUTEDbyNAPORANO IRON & METAL, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     63




---



##### 



Existing GuarantorEXECUTEDbyNEW YORK RECYCLING VENTURES, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     64




---



##### 



Existing GuarantorEXECUTEDbyNORTH CAROLINA RESOURCE CONSERVATION, LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     65




---



##### 



Existing GuarantorEXECUTEDbyPROLER SOUTHWEST GP, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     66




---



##### 



Existing GuarantorEXECUTEDbyRESERVE IRON & METAL LIMITED PARTNERSHIPby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     67




---



##### 



Existing GuarantorEXECUTEDbySCHIABO LAROVO CORPORATIONby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     68




---



##### 



Existing GuarantorEXECUTEDbySHN CO., LLCby its officer:Signature of officerName of officer
 Amendment and Restatement Deed     69




---



##### 



New Borrower/Existing GuarantorEXECUTEDbySIMS GROUP GLOBAL TRADE CORPORATIONby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     70




---



##### 



Existing GuarantorEXECUTEDbySIMS GROUP USA HOLDINGS CORPORATIONby its officer:Signature of officerName of officer
 Amendment and Restatement Deed     71




---



##### 



Existing GuarantorEXECUTEDbySIMSMETAL EAST LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     72




---



##### 



Existing GuarantorEXECUTEDbySIMSMETAL WEST LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     73




---



##### 



Existing GuarantorEXECUTEDbySIMSMETAL INDUSTRIES LIMITED:Signature of director
    
    
    
    Signature of directorName of director (please print)
    
    
    
    Name of director (please print)
 Amendment and Restatement Deed     74




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##### 



Existing GuarantorEXECUTEDbySIMS RECYCLING SOLUTIONS. INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     75




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##### 



Existing GuarantorEXECUTEDbySIMS RECYCLING SOLUTIONS HOLDINGS INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     76




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##### 



Existing GuarantorEXECUTEDbyMETAL MANAGEMENT NEW HAVEN, INC.by its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     77




---



##### 



Existing GuarantorEXECUTEDby SIMS RECYCLING SOLUTIONS AB:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     78




---



##### 



Existing GuarantorEXECUTEDby SIMS GROUP 
RECYCLING SOLUTIONS
CANADA LTD.:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     79




---



##### 



Existing GuarantorEXECUTEDby SIMS GROUP CANADA HOLDINGS
LIMITED:Signature of director
    
    
    
    Signature of director/secretaryName
    
    
    
    Name
 Amendment and Restatement Deed     80




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##### 



Existing GuarantorEXECUTEDbySIMS MUNICIPAL RECYCLING OF NEW YORK LLCby its officer:Signature of officerName of officer (please print)
 Amendment and Restatement Deed     81