Exhibit 4.16
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
 
 
 Dated as of
    
    23 June 2011Parties
    
    Westpac Banking Corporation(ABN 33 007 457 141) (the Lender)Sims Metal Management Limited(ACN 114 838 630) (Sims)The companies listed in Schedule 1
  Recitals
 Borrowers
 Operative Provisions
 DEFINITIONS AND INTERPRETATION
  Definitions
 In this Deed:
 1.1
    
    Common Terms Deedmeans the deed entitled Common Terms Deed dated on or about 23 June 2011,
between, among others, Sims and the Lender.1.2
    
    Effective Datemeans the date on which the Lender gives Sims a notice under clause 3 of this
deed.1.3
    
    Facility Agreementmeans the amended and restated multicurrency revolving floating rate cash
advance facility agreement dated 1 November 2000, as amended from time to time.
 Interpretation
 Capitalised terms defined in the Facility Agreement and the Common Terms Deed have the same
meanings when used in this deed.
 Clauses 1.3, 1.5, 1.7, 15.2 and 16 of the Common Terms Deed apply to this deed as if set out in
full.
 This deed is a Transaction Documentin respect of the Lender for the purpose of the definition of
Transaction Documentin clause 1.2 of the Common Terms Deed.
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This deed is a Transaction Documentfor the purpose of the definition of Transaction
Documentsin clause 14 of the Facility Agreement.
 AMENDMENTS
  CONDITIONS PRECEDENT
  each of the conditions precedent set out in Schedule 4 of the Common Terms Deed; and
 each of the conditions precedent set out in clause 3.3(a)to (d) of the Annexure.
 GENERAL
 1 REFERENCES TO FACILITY AGREEMENT
  2 GOVERNING LAW AND JURISDICTION
  3 COUNTERPARTS
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Schedule 1
 ACN/ARBN/RegisteredNumber/Place ofName of Borrower
    
    IncorporationSims Group Australia Holdings Limited
    
    008 634 526Sims Group UK Limited
    
    UK 3242331Sims Group UK Holdings Limited
    
    UK 2904307Mirec B.V.
    

The Netherlands 17073024Sims Recycling Solutions AB
    
    SwedenSims Group USA Corporation
    
    DelawareSims Group Global Trade Corporation
    
    DelawareNorth Carolina Resource Conservation, LLC
    
    North CarolinaSims Group USA Holdings Corporation
    
    DelawareSchiabo Larovo Corporation
    
    DelawareSimsmetal East LLC
    
    DelawareSimsmetal West LLC
    
    DelawareMetal Management, Inc.
    
    DelawareMetal Management Alabama, Inc.
    
    DelawareMetal Management Arizona, L.L.C.
    
    ArizonaSMM New England Corporation (formerly known
as Metal Management Connecticut, Inc.)
    
    DelawareMetal Management Memphis, L.L.C.
    
    TennesseeMetal Management Midwest, Inc.
    
    IllinoisMetal Management Mississippi, Inc.
    
    DelawareMetal Management Northeast, Inc.
    
    New JerseyMetal Management Ohio, Inc.
    
    OhioMetal Management West, Inc.
    
    ColoradoProler Southwest LP
    
    TexasMetal Dynamics Detroit LLC
    
    DelawareSims Recycling Solutions Holdings Inc.
(formerly known as Sims Recycling Solutions,
Inc)
    
    IllinoisSims Recycling Solutions, Inc. (formerly
known as United Refining & Smelting Co)
    
    Illinois
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Annexure
 Amended and Restated Facility Agreement
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MULTICURRENCY REVOLVING FLOATING RATE CASH ADVANCE FACILITY  FACILITY AGREEMENT
 1 PRELIMINARY
 1.1 Offer
 Lender Sims Original Borrower
 (a)
    
    the terms set out in this letter (Agreement); and
 (b)
    
    the terms set out in the deed entitled Common Terms Deed dated on or about 23 June 2011,
between, among others, Sims and the Lender (Common Terms Deed).
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2 FACILITY DETAILS2.1 Maximum
outstanding
       moneys at any time
    
    For each Tranche, as set out in the Key Terms Schedule
in Schedule 2 to this Agreement (as reduced in
accordance with this Agreement).That maximum applies to the Borrowers as a whole and is
not a limit applying to each Borrower individually.2.2 Cancellation
    
    Sims may cancel all or part of the undrawn Commitment for
a Tranche on 20 Business Days Notice to the Lender.A partial cancellation of the undrawn Commitment for a
Tranche in respect of any Available Currency, must comply
with the minimum denominations set out in clause 3.2
(Minimum Denominations).For the avoidance of doubt, any cancellation (including a
partial cancellation) made pursuant to this clause 2.2
cannot be redrawn.The Commitment for each Tranche will be automatically
cancelled on the Final Termination Date or as otherwise
agreed in writing by the Lender and Sims.2.3 Margin
    
    The Margin is payable on outstandings drawn under the
Facility and will vary as set out in the Key Terms
Schedule.The calculation and definition of Financial Indebtedness
and EBITDA is set out in the Common Terms Deed.Any adjustment to the Margin according to the grid set
out in the Key Terms Schedule following a change in the
ratio of Financial Indebtedness of the Sims Group to
EBITDA will be effective from the beginning of the first
interest period which commences on a date following the
delivery of a Compliance Certificate under clause 4.1(c)
of the Common Terms Deed. The adjusted Margin will apply
until a subsequent Compliance Certificate or Renewal
Notice (as applicable) discloses a change in the ratio of
Financial Indebtedness of the Sims Group to EBITDA.2.4 Nature of Facility
    
    The Facility is a revolving cash advance facility.2.5 Interest rate
    
    For each interest period of 1, 2, 3, 4, 5 or 6 months for
each Advance, the Base Rate plus the Margin and (in the
case of Advances by the Lenders London office) the
Mandatory Cost, as calculated under the formulae set out
in Schedule 4 to this Agreement. It is payable in
arrears on the last of each interest period and on
repayment or prepayment of the relevant principal.For each interest period of 7 or 14 days for each
Advance, the Base Rate applicable will be the rate quoted
for those Advances on the LIBOR01 page of Reuters.2.6 Final Termination
Date
    
    As set out in the Key Terms Schedule as extended from
time to time in accordance with clause 3.6 or as
otherwise agreed (the Final Termination Date).2.7 Repayment
    
    In one sum on the Final Termination Date.2.8 Fees
    
    [*]Unused Commitment Fee: A rate percent per annum of the
daily amount of the undrawn portion of the Commitment for
each Tranche, as set out in the Key Terms Schedule. The
Unused Commitment Fee is payable quarterly in arrears on
the last Business Day of each calendar quarter, and on
the day the Commitment is cancelled or on the Final
Termination Date (or at any other intervals designated by
the Lender from time to time). The Unused Commitment Fee
for each Tranche will be calculated on the basis of, and
payable in, the Commitment
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Currency of the relevant
Tranche. If the Commitment for a Tranche is cancelled or
reduced in the calendar quarter the relevant amount of
fee is not refundable.2.9 Purpose
    
    General corporate purposes, including acquisition funding.2.10 Security
    
    The Common Terms Deed, including the guarantee and
indemnity created under clause 7 of the Common Terms
Deed.
 3 DRAWINGS
 3.1 Facility
 (a)
    
    A Borrower can draw an Advance under the Facility on any Business Day in
respect of any of the Tranches.(b)
    
    Any Tranche may be drawn down by Advances in the following currencies:
 (i)
    
    Australian dollars;(ii)
    
    US dollars;(iii)
    
    Pounds Sterling;(iv)
    
    Euro;(v)
    
    SGD;(vi)
    
    CAD; or(vii)
    
    subject to availability, another Available Currency.
 (c)
    
    In respect of each Tranche, the Original Amount of all Advances drawn under
that Tranche together with the Original Amount of any requested Advance to be drawn
under that Tranche must not exceed the Commitment for that Tranche.(d)
    
    Advances in Australian dollars will be made by the Lenders Sydney office.(e)
    
    Advances in Available Currencies other than Australian dollars will be made by:
 (i)
    
    the Lenders Offshore Banking Unit, but only if the Borrower of
the relevant Advance is not a resident of Australia for Tax purposes and also
not acting through a permanent establishment in Australia; or(ii)
    
    another office of the Lender if the Lender agrees.
 3.2 Minimum denominations
 Each Advance must have a minimum amount as follows:
 (a)
    
    if in Australian dollars, A$1,000,000, with an integral multiple of
A$1,000,000;(b)
    
    if in US dollars, US$1,000,000, with an integral multiple of US$1,000,000;(c)
    
    if in Pounds Sterling, GBP1,000,000, with an integral multiple of GBP1,000,000;(d)
    
    if in euros, EURO1,000,000, with an integral multiple of EURO1,000,000;(e)
    
    if in CAD, CAD1,000,000, with an integral multiple of CAD1,000,000;
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(f)
    
    in SGD, SGD1,000,000, with an integral multiple of SGD1,000,000;(g)
    
    if in another Available Currency, a minimum amount and integral multiple as
advised by the Lender;
   3.3 Conditions Precedent
  (a)
    
    (Facility Agreement) sign and return a copy of this Agreement or become a party
to this Agreement pursuant to clause 11.1;(b)
    
    deliver the following in form and substance satisfactory to the Lender:
 (i)
    
    (Common Terms Deed) the Common Terms Deed duly executed or a
duly executed Additional Guarantors and Additional Borrowers Accession Deed;(ii)
    
    (Verification Certificate)in relation to the Borrower a
Verification Certificate; and(iii)
    
    (legal opinion) in relation to each Borrower incorporated outside of Australia, a
legal opinion in a form acceptable to the Lender (acting reasonably) and
otherwise consistent with previous forms accepted by the Lender;
 (c)
    
    [*](d)
    
    (company searches)reimburse the Lender for the cost of any company searches it
may conduct in respect of this Agreement; and(e)
    
    (Drawdown Notice)give a Drawdown Notice for the Advance, in the form attached
by 10am (local time of the Lenders office making the Advance) at least two (2)
Business Days before the Drawdown Date. For a drawing in:
 (i)
    
    an Available Currency other than Australian dollars, this must
be received at:
 (A)
    
    the Lenders Offshore Banking Unit address; or(B)
    
    if the Advance is to be made by the Lenders
London or New York office, the Lenders address in London or New York
(as applicable) and copied to its Sydney address referred to above;
 (ii)
    
    Australian dollars, this must be received at the Lenders
address in Sydney referred to above.
 3.4 No default
 The Lender is not obliged to provide an Advance which would increase the amount lent if on
the Drawdown Date there is a continuing Event of Default or a Potential Event of Default (as
defined in the Common Terms Deed).
 3.5 The Lenders right to draw Bills
 (a)
    
    At any time, the Lender may prepare at its cost reliquification Bills in
respect of an Australian Dollar Advance and deal with them as it sees fit. These Bills
must mature on or before the end of the interest period for the Advance, and their
total face amount must not be more than the total amount of principal and interest of
that Advance.
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(b)
    
    For value, each Borrower irrevocably authorises the Lender (or those authorised
by it) to prepare and sign those Bills on the Borrowers behalf, as drawer, endorser or
both.(c)
    
    The Lender will indemnify the Borrowers against any liability, loss, cost and
expense in relation to the Bills. If a reliquification Bill is presented to a Borrower
and it pays it, the amount of that payment will be taken to have been applied against
the amounts it owes under this Agreement. Otherwise, the indemnity obligation will not
affect a Borrowers obligations under this Agreement in any way.(d)
    
    The Borrowers must make payments in relation to an Advance even though
reliquification Bills are outstanding in relation to that Advance.
 3.6 Review and renewal of Commitment
 (a)
    
    On or before the Renewal Review Date for each Tranche (Existing Termination
Date), the Lender may review its participation under this Agreement. Following this
review the Lender, at its absolute discretion, may offer to extend its participation
under this Agreement to a date falling 12 months after the Existing Termination Date
(New Termination Date) by delivering to Sims a signed Renewal Notice attaching a
proposed Key Terms Schedule.(b)
    
    The Lenders offer contained in any Renewal Notice delivered in accordance with
clause 3.6(a) may be subject to any conditions precedent or subsequent as the Lender
specifies.(c)
    
    In the course of reviewing its participation under this Agreement in accordance
with clause 3.6(a), the Lender has the absolute right to propose the variation of any
and all of the terms of the Facility set out in the Key Terms Schedule (Revised Terms),
including, but not limited to, the Commitment for each Tranche, the Margin and the
Unused Commitment Fee, as part of its offer to the Borrowers to extend its
participation. The Revised Terms will be set out in the Key Terms Schedule attached to
a Renewal Notice delivered in accordance with clause 3.6(a).(d)
    
    If, within 30 days of receiving a Renewal Notice delivered in accordance with
clause 3.6(a):
 (i)
    
    the Borrowers have signed and delivered to the Lender the
Renewal Notice; and(ii)
    
    the Lender has notified Sims that it is satisfied that all of
the conditions specified in the Renewal Notice have been satisfied,
  (e)
    
    If:
 (i)
    
    the Lender does not deliver a Renewal Notice to the Borrowers;
or(ii)
    
    the Borrowers do not satisfy any condition in the relevant
Renewal Notice; or(iii)
    
    the Borrowers do not sign and return a Renewal Notice
delivered in accordance with clause 3.6(a) within 30 days of having received
it,
  (f)
    
    Nothing in the Transaction Documents obliges the Lender:
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(i)
    
    to extend any Final Termination Date; or(ii)
    
    to provide a Renewal Notice.
 (g)
    
    Each Borrower acknowledges and agrees that the delivery or acceptance of any
Renewal Notice or any amendment to a Transaction Document pursuant to this clause 3.6
or a Renewal Notice does not:
 (i)
    
    affect the validity or enforceability of this Agreement or any
other Transaction Document;(ii)
    
    prejudice or adversely affect any right, power, authority,
discretion or remedy arising under this Agreement or any other Transaction
Document before the date of any amendment under clause 3.6(c); or(iii)
    
    discharge, release or otherwise affect any liability or
obligation arising under this Agreement or any other Transaction Document
before the date of any amendment under clause 3.6(c).
 4 CALCULATION OF INTEREST
 (a)
    
    Interest for each Advance accrues daily on the outstanding principal.(b)
    
    Interest is calculated on actual days elapsed and a year of 365 days for
Australian dollars and Pounds Sterling and a year of 360 days for US dollars and euros.
For other Available Currencies, the basis will be advised by the Lender.(c)
    
    It will be determined by reference to interest periods selected by the Borrower
of the Advance. Each period begins on the Drawdown Date or on the last day of the
previous interest period.(d)
    
    Unless the Lender agrees otherwise, interest periods must be of 7 or 14 days or
of 1, 2, 3, 4, 5 or 6 months. If an interest period would end on a day that is not a
Business Day, then it will end on the previous Business Day.(e)
    
    If an interest period begins on a date for which there is no corresponding date
in the month in which it is to end, it will end on the last Business Day of that month.(f)
    
    The relevant Borrower must select interest periods for Advances so that they do
not expire after the Final Termination Date.(g)
    
    The Borrower will select the interest period for an Advance in the Drawdown
Notice. It will select each subsequent interest period by written notice to the
Lenders office that made the Advance by 10 am (local time) at least 2 Business Days
before the end of the previous interest period. If the Borrower fails to select a
period, it will be taken to have selected one of 3 months.
 5 PAYMENT OBLIGATIONS
 5.1 Interest and fees
 (a)
    
    Sims will, or will ensure that the other Borrowers pay interest and fees as set
out in this Agreement.(b)
    
    Interest on an Advance will be paid in the currency of the Advance, to the
Lenders office that made the Advance and fees will be paid in Australian dollars to
the Lenders Sydney office.
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5.2 Rollovers
 (a)
    
    The Borrower of an Advance will repay it on the last day of its interest
period. However, if all or part of the Advance is to continue in the same currency for
a further interest period, the amount of the Advance which is to continue need not be
repaid at the end of that interest period except as follows.(b)
    
    The Borrower of an Advance may switch an Advance from one currency to another
at the end of an interest period, but only by repaying the Advance in the first
currency and redrawing it in the second currency. The ability of a Borrower to redraw
the Advance in the second currency will be subject to the other provisions of this
Agreement.
 5.3 Repayments and prepayments
 (a)
    
    (repayments)The Borrower of each Advance will repay the amount lent in
accordance with clause 2.7 (Repayment) of this Agreement, and in any event also repay
each Advance at the end of its interest period except to the extent it is being
redrawn.(b)
    
    (prepayments)At any time the relevant Borrower may prepay all or part of the
amount lent if it gives at least 5 Business Days prior written notice. Partial
prepayments must be in multiples of A$5,000,000 (or, if in any other Available
Currency, multiples that comply with the Minimum Denominations in clause 3.2).(c)
    
    (cleandown)In respect of a Tranche, if at any time the aggregate of the amount
of all Advances denominated in the Commitment Currency for that Tranche and the
Equivalent Amount of all Advances denominated in a currency other than the Commitment
Currency for that Tranche (the Current Aggregate) exceeds 110% of the Commitment for
that Tranche, then, if required by written notice from the Lender, Sims must within the
period stated in the notice (to the extent that it has borrowed an Advance) repay, or
ensure that a Borrower repays, an amount sufficient to ensure that the Current
Aggregate does not exceed the Commitment for the Tranche.
 5.4 Method of payment
 (a)
    
    The Borrowers will make all payments as specified by the Lender. In the absence
of a specific direction, payments will be made to the Lenders accounts as follows:
 (i)
    
    if in US$ (in respect of Advances by the Lenders Offshore
Banking Unit) to JPMorgan Chase New York, CHASUS33, Account Number 780254744
(under reference Sims or as specified by the Lender); or(ii)
    
    if in US$ (in respect of Advances by the Lenders London
office) to Westpac London USD Account with Chase Manhattan Bank, New York,
Account No. 001-1-910-312. Chips U.I.D. CH004742 Swift Code CHASUS33 (under
reference Sims or as specified by the Lender); or(iii)
    
    if in US$ (in respect of Advances by the Lenders New York
office) to Westpac Banking Corporation, Grand Cayman Branch with Chase
Manhattan Bank, New York, ABA 021 000 021, Account No. 001-1-910-460 Chips
U.I.D. CH Swift Code CHASUS33 (under reference Sims or as specified by the
Lender); or(iv)
    
    if in GBP (in respect of Advances by the Lenders Offshore
Banking Unit) to National Westminster Bank, Plc London, NWBKGB2L, Sort Code
60-00-04, Account Number 10007504 (under reference Sims or as specified by the
Lender); or
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(v)
    
    if in GBP to Westpac London Account with Lloyds Bank, London,
Account No LLY01140869. Swift Code LOYDGB2L (under reference Sims or as
specified by the Lender); or(vi)
    
    if in euros (in respect of Advances by the Lenders Offshore
Banking Unit) to HSBC Bank Plc, London, MIDLGB22, Sort Code 40-05-15, Account
Number 59414915 (under reference Sims or as specified by the Lender); or(vii)
    
    if in euros to Westpac London Account with HSBC Bank Plc
Swift Code MIDLGB22 Account No 59282959 (under reference Sims or as specified
by the Lender); or(viii)
    
    if in SGD (in respect of Advances by the Lenders Offshore Banking Unit) to
Standard Chartered Bank Singapore, SCBLSGSGXXX, Account Number 0109304268
(under reference Sims or as specified by the Lender); or(ix)
    
    if in CAD (in respect of Advances by the Lenders Offshore
Banking Unit) to Toronto Dominion Bank Toronto, Account Number 0360-01-2000510
(under reference Sims or as specified by the Lender); or(x)
    
    if in Australian dollars (in respect of Advances by the
Lenders Sydney office) to BSB 032916 No. 100059 (or as specified by the
Lender).
 (b)
    
    Payments must be in immediately available funds and free of any set-off or
deduction, except for Taxes where required by law. All payments will be made by 11 am
(local time) in the place of payment.
 6 EXTERNAL CIRCUMSTANCES
 6.1 Available Currency impracticability
 If in the Lenders opinion:
 (a)
    
    there is any change in applicable law or any change in national or
international financial, political or economic conditions, currency availability,
exchange rates or exchange contracts which make it impractical for a particular Advance
to be denominated in the selected Available Currency during an interest period; or
 (b)
    
    any necessary government approval is not obtained,
 then the Lender must notify Sims promptly,
 and:
 (c)
    
    if the relevant Drawdown Notice requested that the Advance be made in
Australian dollars if the relevant Available Currency was unavailable, or(d)
    
    Sims and the Lender agree,
 the Advance will be made in Australian dollars. Otherwise, the Drawdown Notice will be
cancelled.
 6.2 Market Disturbance
 (a)
    
    The Lender may give a notice (a Disturbance Notice) to Sims at any time before
the beginning of an interest period if the Lender forms the view that market conditions
in the relevant financial market for the currency concerned are seriously disturbed.
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(b)
    
    This includes circumstances where, in the Lenders opinion, adequate and fair
means are not available for fixing the Base Rate, or deposits in the currency concerned
are not available in the ordinary course of business to the Lender in the relevant
financial market, or the cost to the Lender of obtaining deposits in the relevant
financial market exceeds the Base Rate, or because of national or international
financial, political or economic circumstances or exchange rates or exchange controls
it is impractical for it to fund the Advance for the interest period.(c)
    
    If a Disturbance Notice relates to an Advance which has not been made, the
Lenders obligations to make the Advance shall be suspended while it and Sims negotiate
alternative arrangements. If they reach agreement within 30 days, those alternative
arrangements will apply. If they do not reach agreement within that period, the Lender
will be released from its obligations to make the Advance.(d)
    
    If the Disturbance Notice relates to an Advance which has been made, the Lender
will maintain the Advance, and will within 30 days after giving the Disturbance Notice
notify Sims of an alternative basis for maintaining the Advance. Sims will comply with
the alternative basis. The Lender and Sims will consult monthly while the alternative
basis is in force, and if the circumstances which justified the establishment of the
alternative basis cease to apply, the Lender will revoke the alternative basis as
promptly as practicable.(e)
    
    An alternative basis may be retrospective to the beginning of the relevant
interest period, and may include alternative currencies, interest periods or methods of
fixing the interest rate.
 7 PAYMENTS AND DEFAULT INTEREST
 7.1 Time of payment
 Unless otherwise stated, amounts payable under this clause are payable within 2 Business
Days of demand.
 7.2 Default interest
 Interest will accrue each day on each amount due but unpaid. The Borrowers will pay it on
demand. The rate will be 2% per annum plus, for Available Currencies other than Australian
dollars, the Lenders funding rate for making loans in that currency (as determined by the
Lender for periods determined by the Lender) from time to time plus the Margin; and for
Australian dollars, the Lenders advertised reference lending rate (or any equivalent rate
which is substituted for this rate from time to time). That interest accrues before and
after any judgment. Unless it does not do so more often the Lender will be taken to have
debited monthly the relevant Borrowers account with accrued interest under this clause 7.2.
That interest will then itself bear interest.
 8 REPRESENTATIONS AND WARRANTIES
 8.1 Representations and warranties
 Each Borrower makes the representations and warranties contained in clause 3 of the Common
Terms Deed to the Lender in respect of itself and on behalf of each other Transaction Party
(except where the representation and warranty is expressed to apply to Sims only in which
case Sims gives the relevant representation and warranty), as if those representations and
warranties were set out in full in this clause 8.1.
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8.2 Continuing representations and warranties
 The representations and warranties given under this Agreement, including those in this
clause 8, survive the execution of each Transaction Document and are repeated on each date
representations and warranties are repeated under clause 3.2(b) of the Common Terms Deed
with respect to the facts and circumstances then subsisting.
 8.3 Acknowledgment of reliance
 Each Borrower acknowledges that the Lender has entered into each Transaction Document in
reliance on the representations and warranties given under this Agreement.
 8.4 Additional representations and warranties
 The representations and warranties given under this Agreement are in addition to any other
representations and warranties in any other Transaction Document.
 8.5 Lenders representation and warranty
 The Lender represents and warrants to the Borrowers that the making of Advances under this
Agreement by its Offshore Banking Unit will not have any adverse Tax consequences for the
Borrowers.
 9 UNDERTAKINGS
 Unless the Lender otherwise agrees in writing, each Borrower undertakes, and undertakes
to ensure that each other Transaction Party will (to the extent that the undertaking applies
to a Transaction Party), comply with clause 4 of the Common Terms Deed as follows (except
where the undertaking is expressed to apply to Sims only in which case Sims gives the
relevant undertaking).
 10 EVENTS OF DEFAULT
 10.1 Events of Default
 (a)
    
    An Event of Default occurs if an Event of Default as defined in the Common
Terms Deed occurs.
 (b)
    
    If an amount is paid to the Lender to cover an amount contingently owing, the
Lender will hold that amount in an interest bearing account until the amount becomes
actually owing or ceases to be contingently owing. The Lender will then apply the
amount in the account (including interest) in payment of the amount actually owing and
return the balance to the relevant Borrower.
 10.2 Incorporation of provisions
 Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this Agreement as if set
out in full in this Agreement and as if references in those clauses to this deed were to
this Agreement.
 10.3 Termination of facilities
 Where a Transaction Document specifies that a facility can be terminated by the Lender at
any time, the Lender may at any time do either of the things specified in (1) or (2) of
clause 5.2(a) of the Common Terms Deed whether or not an Event of Default has occurred.
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11
    
    ADDITIONAL BORROWERS11.1
    
    Additional BorrowersSims may request that any of its wholly owned Subsidiaries becomes an Additional Borrower.
That Subsidiary shall become an Additional Borrower if:
 (a)
    
    the Lender approves the addition of that Subsidiary as an Additional Borrower;(b)
    
    Sims delivers to the Lender a duly completed and executed Additional Borrower
Accession Deed for the accession of that Subsidiary as an Additional Borrower;(c)
    
    Sims confirms that no Default is continuing or would occur as a result of that
Subsidiary becoming an Additional Borrower; and(d)
    
    the Subsidiary has acceded as an Additional Borrower and an Additional
Guarantor under the Common Terms Deed.
 11.2
    
    Repetition of RepresentationsDelivery of an Additional Borrower Accession Deed to the Lender constitutes confirmation by
the relevant Subsidiary that the representations and warranties in the Transaction Documents
are true and correct in relation to it as at the date of delivery as if made by reference to
the facts and circumstances then existing.12
    
    ASSIGNMENT
 (a)
    
    Clause 13 of the Common Terms Deed applies to this Agreement as if set out in full
in this Agreement and as if references in that clause to this deed were to this
Agreement.(b)
    
    Where the Lender wants to transfer any part of its obligations, Sims on behalf
of each Borrower will sign when reasonably requested by the Lender a document which
will effect that transfer. The Lender will bear its own costs and stamp duty on that
document.
 13
    
    GOVERNING LAW & JURISDICTIONThis Agreement is governed by New South Wales law. The Borrowers accept the
non-exclusive jurisdiction of the courts having jurisdiction there.14
    
    INTERPRETATION14.1
    
    DefinitionsAdditional Borrowermeans any wholly owned Subsidiary of Sims which becomes, or has become,
as the context may require, party to this Agreement as a Borrower in accordance with clause
11 of this Agreement.Additional Borrower Accession Deedmeans an accession deed in the form set out in Schedule 6
of this Agreement.Additional Guarantors and Additional Borrowers Accession Deedmeans an accession deed in the
form set out in Attachment 1 of the Common Terms Deed.Advancemeans the outstanding principal amount of a drawdown made under the Facility.
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A$, AUDor Australian dollarsmeans the lawful currency of Australia.Available Currencymeans Australian dollars, US dollars, Pounds Sterling, euro, SGD and CAD,
and any other currency agreed by the Lender which is freely transferable and convertible
into US dollars.Base Ratemeans:
 (a)
    
    in relation to Australian dollars, BBR;(b)
    
    in relation to US dollars, Pounds Sterling, and euro, LIBOR; and(c)
    
    in relation to other Available Currencies, the rate notified by the Lender to
the Borrower as the Lenders funding rate for making loans in the currency concerned
for the relevant interest period.
 BBRfor an interest period means the Reuters BBSY bid rate for that period on the first day
of the period, or if there is none, the rate selected by the Lender as equivalent.Borrowersmeans each Original Borrower and each Additional Borrower and Borrowermeans any
one of them.Business Day:
 (a)
    
    for Advances made by the Lenders Offshore Banking Unit, means a weekday:
 (i)
    
    on which the relevant financial markets are open in Sydney;(ii)
    
    on which the Offshore Banking Unit is open at its address in
Sydney;(iii)
    
    (in relation to any date for payment or purchase of a currency
other than euro) on which banks are open for business in the principal
financial centre for the relevant currency; and(iv)
    
    (in relation to any date for payment or purchase of euro) which
is also a TARGET Day;but in any case not a day which is a public holiday or bank holiday in:(A)
    
    Sydney; or(B)
    
    the country of the currency of the Advance;
 (b)
    
    for Advances made by the Lenders London office, means a weekday:
 (i)
    
    on which the relevant financial markets are open in London;(ii)
    
    the Lender is open at its address in London as referred to
above;(iii)
    
    (in relation to any date for payment or purchase of a currency
other than euro) banks are open for business in the principal financial centre
for the relevant currency; and(iv)
    
    (in relation to any date for payment or purchase of euro) which
is also a TARGET Day;
 (c)
    
    for Advances made by the Lenders New York office, means a weekday:
 (i)
    
    on which the relevant financial markets are open in New York
and London;(ii)
    
    the Lender is open at its address in New York as referred to
above;
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(iii)
    
    (in relation to any date for payment or purchase of a currency
other than euro) banks are open for business in the principal financial centre
for the relevant currency; and(iv)
    
    (in relation to any date for payment or purchase of euro) which
is also a TARGET Day;
 for Australian dollar Advances made by the Lenders Sydney office and for purposes not
connected with the Lenders London office, means a weekday on which the Lender is open at
its address in Sydney referred to above.CADmeans the lawful currency of Canada.Commitmentmeans in respect of the:
 (a)
    
    Euro Tranche, the Euro Commitment;(b)
    
    USD Tranche, the USD Commitment;(c)
    
    GBP Tranche, the GBP Commitment.
 Commitment Currencymeans in relation to a Tranche, the currency in which the Commitment for
that Tranche is denominated.Common Terms Deedhas the meaning given to that phrase in clause 1.1 of this Agreement.Drawdown Datemeans the date on which an Advance is, or is to be, made.Drawdown Noticemeans a notice in the form set out in Schedule 3 to this Agreement (properly
completed and executed and containing the information and representations and warranties set
out therein).Effective Datehas the meaning given in the document entitled Amendment and Restatement
Deed between the Lender, Sims and each Original Borrower dated on or about 23 June 2011.Equivalent Amountmeans, in respect of an Advance drawn under a Tranche which is expressed
in a currency (first currency) which is not the Commitment Currency for that Tranche, on any
date, the amount of the Commitment Currency, determined by translating that amount of the
first currency into the Commitment Currency at the Lenders spot rate of exchange for buying
the Commitment Currency with the first currency. For the purposes of determining the unused
portion of the Commitment, the Equivalent Amount shall be determined at the Drawdown Date
and the first day of each subsequent interest period.Euro, euroor means the single lawful currency of a Participating Member State.Euro Commitmenthas the meaning given to it in the Key Terms Schedule.Euro Tranchemeans the tranche in respect of Advances denominated in Euros (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.Event of Defaulthas the meaning given in clause 10 (Events of Default).[*]Facilitymeans the facility made available under this Agreement.GBP Commitmenthas the meaning given to it in the Key Terms Schedule.
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GBP Tranchemeans the tranche in respect of Advances denominated in GBP (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.Key Terms Schedulemeans the Key Terms Schedule set out in Schedule 2 as amended,
supplemented or replaced from time to time in accordance with this Agreement.Lenderhas the meaning given in clause 1.1 of this Agreement.LIBORin relation to an interest period means the offered rate for deposits in that
Available Currency for a period comparable to the relevant interest period which appears on
Reuters Screen LIBOR1 at or about 11.00am (London) time 2 Business Days before the first day
of the interest period (or, for Pounds Sterling on the first day of the interest period)
(or, for euro, two TARGET Days before the first day of the interest period). If, however,
there are no rates displayed for a term comparable to that interest period, or the basis on
which those rates are displayed is changed to one which, in the Lenders opinion, does not
reflect its cost of funding the Advance, then LIBOR will be the rate calculated by the
Lender as its cost of raising deposits in that currency for a term comparable to the
interest period from leading banks in the London Interbank Market.Mandatory Costhas the meaning given in Schedule 4 of this Agreement.Offshore Banking Unitmeans the Lenders Offshore Banking Unit located at Level 3, Westpac
Place 275 Kent Street, Sydney, New South Wales 2000.Original Amountmeans, in respect of a Tranche:
 (a)
    
    in relation to an Advance denominated in the Commitment Currency, the amount
specified for that Advance; and(b)
    
    in relation to an Advance denominated in a currency other than the Commitment
Currency, the Equivalent Amount on its Drawdown Date and the first day of each
subsequent interest period (whether an interest period for that or any other Advance)
as reduced from time to time by the Equivalent Amount of repayments or prepayments.
 Pounds Sterling, Sterling, British pound, GBPand £refer to the lawful currency of the
United Kingdom.Participating Member Statemeans any member state of the European Communities that adopts or
has adopted the euro as its lawful currency in accordance with legislation of the European
Community relating to the Economic and Monetary Union.Renewal Noticemeans a renewal notice substantially in the form set out in Schedule 5 of
this Agreement.Renewal Review Datemeans the date falling 24 months prior to the then Final Termination
Date.Simshas the meaning given in clause 1.1 of this Agreement.SGDmeans the lawful currency of the Republic of Singapore.TARGETmeans Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system.TARGET Daymeans any day on which TARGET is open for the settlement of payments in euro.Tranchesmeans the USD Tranche, GBP Tranche and Euro Tranche.
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Transaction Documentsmeans:
 (a)
    
    this Agreement;(b)
    
    the Common Terms Deed;(c)
    
    any Hedging Agreement entered into by any Transaction Party and the Lender; and(d)
    
    each Renewal Notice and Key Terms Schedule;(e)
    
    each Transaction Document of the Lender, as defined in the Common Terms Deed;(f)
    
    any document which Sims acknowledges in writing to be a Transaction Document;(g)
    
    any document which is entered into, or given under, or for the purposes of,
amending any Transaction Document; and(h)
    
    any other present or future document, agreement or arrangement (whether or not
in writing):
 (i)
    
    to which any Borrower is or becomes a party with the Lender; or(ii)
    
    under which obligations are owed by any Transaction Party to the Lender,in each case, whether or not other parties are involved and whether or not it arises
as a result of an assignment or transfer.
 Unused Commitment Feehas the meaning given to it in clause 2.8 of this Agreement.US dollars, USDor US$refer to the lawful currency of the United States of America.USD Commitmenthas the meaning given to it in the Key Terms Schedule.USD Tranchemeans the tranche in respect of Advances denominated in USD (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.Verification Certificatemeans the certificate substantially in the form of Schedule 2 to
the Common Terms Deed (Form of Verification Certificate) properly completed and executed and
containing the information set out therein, and attaching the documents referred to therein.14.2
    
    Interaction with Common Terms Deed
 (a)
    
    A term which has a defined meaning (including by reference to another document)
in the Common Terms Deed has the same meaning when used in this Agreement unless it is
expressly defined in this Agreement, in which case the meaning in this Agreement
prevails.(b)
    
    Clauses 1.3, 1.5, 1.7, 9, 15.2 and 16 of the Common Terms Deed apply to this
Agreement as if set out in full in this Agreement and as if references in those clauses
to this deed were to this Agreement.(c)
    
    Pursuant to clause 7.17(c) of the Common Terms Deed, the Lender and Sims agree
that clause 7.17 of the Common Terms Deed is to apply in respect of the Lender and all
Guarantors.
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SCHEDULE 1  ORIGINAL BORROWERS
 jurisdiction ofincorporation / registration /NAME OF COMPANY
    
    corporation number
    
    organisationSims Metal Management
    
    ACN 114 838 630
    
    AustraliaLimited
    
    ABN 69 114 838 630Sims Group Australia
    
    ACN 008 634 526
    
    AustraliaHoldings Limited
    
    ABN 37 008 634 526Sims Group UK Limited
    
    
    3242331
    
    
    United KingdomSims Group UK Holdings 
Limited
    
    
    2904307
    
    
    United KingdomMirec B.V.
    
    
    17073024
    
    
    The NetherlandsSims Recycling Solutions AB
    
    
    N/A
    
    
    SwedenSims Group USA Corporation
    
    
    N/A
    
    
    DelawareSims Group Global Trade 
Corporation
    
    
    N/A
    
    
    DelawareNorth Carolina Resource 
Conservation, LLC
    
    
    N/A
    
    
    North CarolinaSims Group USA Holdings 
Corporation
    
    
    N/A
    
    
    DelawareSchiabo Larovo Corporation
    
    
    N/A
    
    
    DelawareSimsmetal East LLC
    
    
    N/A
    
    
    DelawareSimsmetal West LLC
    
    
    N/A
    
    
    DelawareMetal Management, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Alabama,
Inc.
    
    
    N/A
    
    
    DelawareMetal Management Arizona,
L.L.C.
    
    
    N/A
    
    
    ArizonaSMM New England Corporation
(formerly known as Metal
Management Connecticut,
Inc.)
    
    
    N/A
    
    
    DelawareMetal Management Memphis,
L.L.C.
    
    
    N/A
    
    
    TennesseeMetal Management Midwest,
Inc.
    
    
    N/A
    
    
    IllinoisMetal Management
Mississippi, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Northeast,
Inc.
    
    
    N/A
    
    
    New JerseyMetal Management Ohio, Inc.
    
    
    N/A
    
    
    OhioMetal Management West, Inc.
    
    
    N/A
    
    
    ColoradoProler Southwest LP
    
    
    N/A
    
    
    TexasMetal Dynamics Detroit LLC
    
    
    N/A
    
    
    DelawareSims Recycling Solutions
Holdings Inc. (formerly
Sims Recycling Solutions,
Inc.)
    
    
    N/A
    
    
    IllinoisSims Recycling Solutions,
Inc.
 (formerly United
Refining & Smelting Co)
    
    
    N/A
    
    
    Illinois
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SCHEDULE 2  KEY TERMS SCHEDULE
 FACILITY DETAILSMaximum outstanding 
moneys at any time
    
    Euro Tranche
    
    USD Tranche
    
    GBP Tranchemillions27
    
    US$175
    
    £89.6[*]
    
    [*]
    
    [*](Euro Commitment)
    
    (USD Commitment)
    
    (GBP Commitment)Margin
    
    Financial Indebtedness of the Sims
Group/EBITDA =
    
    Margin[*]
    
    
    
    [*]Final Termination Date
    
    The date which is three years after the date of the Common Terms Deed.Fees
    
    [*]Unused Commitment Fee: [*]of the applicable Margin.
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SCHEDULE 3  FORM OF DRAWDOWN NOTICE
 TO: [Name]
Westpac Banking Corporation (Westpac)
[address]
 MULTICURRENCY REVOLVING FLOATING RATE CASH ADVANCE FACILITY  FACILITY AGREEMENT
       
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SCHEDULE 4  MANDATORY COST FORMULAE
 1.
    
    The mandatory cost is an addition to the interest rate to compensate lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank (Mandatory Cost).
 2.
    
    On the first day of each interest period (or as soon as possible thereafter) the Lender shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) in accordance with the
paragraphs set out below.
 3.
    
    The Additional Cost Rate will be calculated as follows:
 (a)
    
    in relation to a Pound Sterling Advance:AB + C(B
D) + E x [*]
 per cent. per annum
      100 - (A + C)
 (b)
    
    in relation to an Advance in any currency other than Pound Sterling:E x [*]
per cent. per annum.
  300
 Where:
 A
    
    is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which the Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.B
    
    is the percentage rate of interest (excluding the Margin and the Mandatory
Cost) payable for the relevant interest period on the Advance.C
    
    is the percentage (if any) of Eligible Liabilities which the Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.D
    
    is the percentage rate per annum payable by the Bank of England to the Lender
on interest bearing Special Deposits.E
    
    is the rate of charge payable by the Lender to the Financial Services Authority
pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum fee
required pursuant to the Fees Regulations) and expressed in pounds per ,1,000,000 of
the Fee Base of that Lender.
 4.
    
    For the purposes of this Schedule:
 (a)
    
    Eligible Liabilitiesand Special Depositshave the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
 (b)
    
    Fees Regulationsmeans the Banking Supervision (Fees) Regulations 1999 or such
other law or regulation as may be in force from time to time in respect of the payment
of fees for banking supervision; and
 (c)
    
    Fee Basehas the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.
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5.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. .5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting figures
shall be rounded to four decimal places.
 6.
    
    The Lender may from time to time, after consultation with Sims determine and notify to Sims
any amendments which are required to be made to this attachment in order to comply with any
change in law, regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in any case, any
other authority which replaces all or any of its functions) and any such determination shall,
in the absence of manifest error, be conclusive and binding on the Borrowers.
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SCHEDULE 5  FORM OF RENEWAL NOTICE
 Renewal Notice
 To:
    
    Sims Metal Management Limited (Sims)
 [ insert relevant name ]
  Borrowers Lender Facility Agreement
 insert date Existing Final Termination Date insert date New Final Termination Date
 (a)
    
    the Borrowers:
 (i)
    
    indicating their acknowledgement and agreement to the extension
of the Final Termination Date by 12 months; and
 (ii)
    
    undertaking that the representations and warranties in clause 8
of the Facility Agreement are true as at the date of this notice and that no
Default subsists,
 by Sims, on behalf of itself and each other Borrower, signing and delivering this
notice to the Lender within 30 days of receiving it;
 (b)
    
    [the Borrowers indicating their acknowledgement and agreement to the Key Terms Schedule being
amended and restated in the form set out in the Schedule to this notice, by Sims, on behalf of
itself and each other Borrower, initialling the attached schedule and delivering the
initialled schedule (attached to this notice) to the Lender within 30 days of receiving it];
and
 (c)
    
    [insert additional conditions precedent as required].
  (a)
    
    the definition of Final Termination Date under the Facility Agreement shall be amended to
be the New Final Termination Date specified in the Key Terms Schedule set out in the Schedule
to this notice[; and
 (b)
    
    the Key Terms Schedule will be amended and restated in the form set out in the attached
Schedule].
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Schedule  Amended and restated Key Terms Schedule
 to be inserted
 Lender
 Westpac Banking Corporation
 sign here ►Attorneyprint namein the presence ofsign here ►Witnessprint name
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Sims
 Sims Metal Management Limited
 sign here ►Directorprint namesign here ►Director/Company Secretaryprint name
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SCHEDULE 6  ADDITIONAL BORROWER ACCESSION DEED
 ADDITIONAL BORROWER ACCESSION DEED
   insert address Sims
 insert name insert ACN/ABN/ARBN insert address Additional Borrower[s]
 Lender
 BACKGROUND
 1.
    
    Under the amended and restated Multicurrency Revolving Floating Rate Cash Advance Facility
  Facility Agreement dated 1 November 2000, as amended and restated from time to time and
most recently on [ ] [June 2011] (Facility Agreement) between each party listed in Schedule 1
of that agreement (as Borrowers) and the Lender, a person may become a Borrower by execution
of this deed.2
    
    The Additional Borrower[s] wish[es] to become a Borrower on the terms and conditions set out
in this deed.
  1 INTERPRETATION
 (a)
    
    Words and phrases defined in the Facility Agreement (including by incorporation)
have the same meaning when used in this deed.(b)
    
    In this deed:Existing Borrowermeans each person which is a Borrower under the Facility Agreement
at the time of execution of this deed.
 2 REPRESENTATIONS AND WARRANTIES
  (a)
    
    each reference to a Borrower in clause 8.1 of the Facility Agreement includes a
reference to the Additional Borrower[s];(b)
    
    each reference to a Transaction Document includes this deed and each other
Transaction Document to which the Additional Borrower[s] is a party; and
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(c)
    
    clauses 8.2, 8.3 and 8.4 of the Facility Agreement apply to this clause
2 as if set out in full.
 3 STATUS OF ADDITIONAL BORROWER[S]
 [Each/The] Additional Borrower agrees that it irrevocably becomes an Additional
Borrower as defined in, and for all purposes under, the Facility Agreement as if named in
and as a party to the Facility Agreement, and accordingly is bound by the Facility Agreement
as an Additional Borrower.
 4 RECEIPT OF DOCUMENTS
 [Each/The] Additional Borrower acknowledges having received and reviewed to its
satisfaction a copy of each Transaction Document and each other document requested by it
before signing this deed.
 5 CONFIRMATION BY EXISTING TRANSACTION PARTIES
  (a)
    
    affects the validity or enforceability of the Transaction Documents;(b)
    
    prejudices or adversely affects any right, power, authority, discretion or
remedy arising under the Transaction Documents; or(c)
    
    discharges, releases or otherwise affects any liability or obligation arising
under the Transaction Documents.
 6 GOVERNING LAW
  7 BENEFIT OF DEED
  (a)
    
    the Lender; and(b)
    
    each Borrower,
  8 ADDRESS FOR NOTICES
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9 ATTORNEYS
  Executed as a deed
 [insert execution clause for Additional Borrower(s)]
 Signed sealed and delivered  Sims Metal Management Limited for
itself
 and as attorney for each
other Transaction
 Party pursuant to
clause 15.2 of the
Common Terms Deed
 Signature of director
    
    
    
    Signature of director/secretaryName of director (please print)
    
    
    
    Name of director/secretary (please print)
 Signed sealed and delivered   Westpac Banking Corporation
 Signature of witness
    
    
    
    Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)Name of witness
(please print)
    
    
    
    Name of attorney (please print)
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Signing pages
 Executed as a deed.
 The Lender
 Signed sealed and delivered forWestpac Banking Corporationby its attorneysign here ►
    
    /s/ Jeroen Nanninga

Attorneyprint name
    
    Jeroen Nanningain the presence ofsign here ►
    
    /s/ Tim Sheather

Witnessprint name
    
    Tim Sheather
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Borrowers
 Signed sealed and delivered bySims Metal Management Limitedbysign here ►
    
    /s/ Frank Moratii

Company Secretary/Directorprint name
    
    Frank Morattisign here ►
    
    /s/ Daniel W. Dienst

Directorprint name
    
    Daniel W. Dienst
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Signed sealed and delivered bySims Group Australia Holdings Limitedbysign here ►
    
    /s/ Frank Moratti

Company Secretary/Directorprint name
    
    Frank Moratiisign here ►
    
    /s/ Rodney Shields

Directorprint name
    
    Rodney Shields
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Signed sealed and delivered bySims Group UK Limitedbysign here ►
    
    /s/ M. Coombs

Company Secretary/Directorprint name
    
    Martin Coombssign here ►
    
    /s/ G. Davy

Directorprint name
    
    Graham Davy
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Signed sealed and delivered bySims Group UK Holdings Limitedbysign here ►
    
    /s/ M. Coombs

Company Secretary/Directorprint name
    
    Martin Coombssign here ►
    
    /s/ G. Davy

Directorprint name
    
    Graham Davy
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Signed sealed and delivered byMirec B.V.bysign here ►
    
    /s/ M. Coombs

Company Secretary/Directorprint name
    
    Martin Coombssign here ►
    
    /s/ G. Davy

Directorprint name
    
    Graham Davyin the presence ofsign here ►
    
    /s/ J. Godfrey

Witnessprint name
    
    Jon Godfrey
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Signed sealed and delivered bySims Recycling Solutions ABbysign here ►
    
    /s/ M. Coombs

Company Secretary/Directorprint name
    
    Martin Coombssign here ►
    
    /s/ G. Davy

Directorprint name
    
    Graham Davyin the presence ofsign here ►
    
    /s/ J. Godfrey

Witnessprint name
    
    Jon Godfrey
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Signed sealed and delivered forSims Group USA Corporationby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
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Signed sealed and delivered forSims Group Global Trade Corporationby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
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Signed sealed and delivered forNorth Carolina Resource Conservation, LLCby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /sr Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
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Signed sealed and delivered forSims Group USA Holdings Corporationby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSchiabo Larovo Corporationby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSimsmetal East LLCby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSimsmetal West LLCby its officersign here ►
    
    /s/ Myles Partridge

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here ►
    
    /s/ Brian S. Brandt

Witnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Alabama, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Arizona, L.L.C.by its officersign here ►
    
    /s/ L. Steven Shinn

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    L. Steven Shinnin the presence ofsign here ►
    
    /s/ Evelyn Panlaqui

Witnessprint name
    
    Evelyn Panlaqui
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSMM New England Corporation (formerly known as Metal
Management Connecticut, Inc.)by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Memphis, L.L.C.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Midwest, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Mississippi, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Northeast, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management Ohio, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Management West, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forProler Southwest LPby its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forMetal Dynamics Detroit LLCby its officersign here ►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here ►
    
    /s/ Jocelyn Francis

Witnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)by its officersign here ►
    
    /s/ Darrell Stoecklin

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Darrell Stoecklinin the presence ofsign here ►
    
    /s/ Jeanne Grimmer

Witnessprint name
    
    Jeanne Grimmer
  [*] Confidential Treatment Requested




---



##### 



Signed sealed and delivered forSims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)by its officersign here ►
    
    /s/ Darrell Stoecklin

OfficerBy executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deedprint name
    
    Darrell Stoecklinin the presence ofsign here ►
    
    /s/ Jeanne Grimmer

Witnessprint name
    
    Jeanne Grimmer
  [*] Confidential Treatment Requested