Exhibit 4.15
 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.
 Amendment and Restatement Deed
 Dated as of
    
    23 June 2011Parties
    
    National Australia Bank Limited(ABN 12 004 044 937)
(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
    
    Facility Agreementmeans the multicurrency revolving floating rate cash advance facility
agreement dated 13 March 2009, as amended from time to time.
 Interpretation
   Transaction Document Transaction Document
 Transaction Document Transaction Documents .
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AMENDMENTS
   CONDITIONS PRECEDENT
   GENERAL
  1 REFERENCES TO FACILITY AGREEMENT
  2 GOVERNING LAW AND JURISDICTION
  3 COUNTERPARTS
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Schedule 1


ACN/ARBN/Registered Number/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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Facility Agreement
 Sims Metal Management Limited
(Sims)
 National Australia Bank Limited
(Lender)
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Amendment and Restatement Date
 
    MULTICURRENCY REVOLVING FLOATING RATE CASH
ADVANCE FACILITY  FACILITY AGREEMENT
 1
    
    PRELIMINARY1.1
    
    OfferNational Australia Bank Limited ABN 12 004 044 937 (Lender) is pleased to offer Sims Metal
Management Limited ABN 69 114 838 630 (Sims) and each other Original Borrower listed in
Schedule 1 below (together with Sims, each an Original Borrower) a Facility, on and subject
to:
 (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).
 Each Borrower and the Lender acknowledge that this Agreement is a Facility Agreement and
Transaction Document for the Lender for the purposes of the Common Terms Deed.The Facility is also available to any Additional Borrower.Capitalised terms used in this Agreement are defined in the text or in clause 16.1 below.
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2    FACILITY DETAILS
 2.1 Maximum
amount of financial
accommodation
available to all
Borrowers at any time
during the
Availability Period:
    
    The amount specified in the Key Terms Schedule (as
reduced, the Commitment). 
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 on
twenty (20) Business Days notice to the Lender. 
A partial cancellation of the undrawn Commitment may only
be made in a minimum amount of US$5,000,000 and a whole
multiple of US$1,000,000.Once given, the notice is
irrevocable. The Commitment reduces by the amount of any
cancellation.

The Commitment will be automatically cancelled on the last
day of the Term or as otherwise agreed in writing.2.3 Margin:
    
    The Margin is payable on Advances drawn under the Facility
and will vary as set out in the Key Terms Schedule
calculated as at the relevant time based on Financial
Indebtedness of the Sims Group and EBITDA (as disclosed in
the most recent Financial Report provided to the Lender).2.4 Nature of
Facility:
    
    The Facility is revolving.2.5 Interest Rate:
    
    For each Advance having an Interest Period of 7 days, 14
days or 1, 2, 3, 4, 5 or 6 months, the Base Rate (as
defined in clause16.1) plus the Margin (determined at the
same time as the Base Rate is determined for an Interest
Period) and (in the case of Advances denominated in an
Available Currency other than Australian dollars) the
Mandatory Cost, as applicable if the Lender is required to
comply with any requirements of any of the Bank of
England, or the Financial Services Authority (or, in
either case, any other authority which replaces all or any
of its functions) or the European Central Bank, as
calculated under the formulae set out in Schedule 3
attached to this Agreement.2.6 Term:
    
    The period:    from the Amendment and Restatement Date;    to the date set out in the Key Terms Schedule as
the Repayment Date as extended from time to time in
accordance with clause 3.6 or as otherwise agreed
(Repayment Date).2.7 Repayment:
    
    In one sum the total of the Advances on the Repayment Date.
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2.8 Fees:
    
    [*]Unused Commitment Fee:A rate percent per annum of the daily
amount of the undrawn portion of the Commitment, 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 Repayment Date (or at
other intervals designated by the Lender from time to time).
The Unused Commitment Fee is calculated on actual days
elapsed using a 360 day year, and is payable in US dollars
(unless otherwise agreed between the Lender and Sims).
[*]2.9 Purpose:
    
    A Borrower must use the Facility only for acquisition
financing and for general corporate purposes.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)
    
    Sims and any Borrower can draw an Advance under the Facility on any Business
Day.(b)
    
    If a Borrower wants a drawdown, it agrees to give a Drawdown Notice to the
Lender by fax (with original to follow promptly):
 (i)
    
    for a drawing in Australian dollars, by 10.00 am (Sydney time)
on the second Business Day before the Business Day it wants the drawdown at the
Sydney Branch; or(ii)
    
    for a drawing in an Available Currency other than Australian
dollars, by 10.00 am (Sydney time) on the third Business Day before the
Business Day it wants the drawdown at the Lenders Offshore Banking Unit.
 (c)
    
    A Drawdown Notice is effective when the Lender actually receives it in legible
form. An effective Drawdown Notice is irrevocable.(d)
    
    The Commitment may be drawn down by Advances in the following currencies:
 (i)
    
    Australian dollars;(ii)
    
    US dollars;(iii)
    
    Pounds Sterling;(iv)
    
    Euros;(v)
    
    SGD;(vi)
    
    CAD; or(vii)
    
    subject to availability, another Available Currency.
 (e)
    
    The Original Amount of all outstanding Advances together with the Original
Amount of any requested Advance must not exceed the Commitment.(f)
    
    Advances in Australian dollars will be made by the Sydney Branch.(g)
    
    Advances in Available Currencies other than Australian dollars will be made by:
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(i)
    
    the Lenders Offshore Banking Unit at the Lenders absolute
discretion, 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)
    
    in the case where the Offshore Banking Unit does not wish to
provide the relevant Advance:
 (A)
    
    the Sydney Branch, in the case of drawings in
GBP;(B)
    
    the Sydney Branch in the case of drawings in
euro;(C)
    
    the Sydney Branch in the case of drawings in
USD; or(D)
    
    in respect of any other Available Currency, the
branch of the Lender, notified by the Lender from time to time,
 unless the Lender agrees otherwise.
 3.2 Minimum denominations
 Each Advance must have a minimum amount as follows:
 (a)
    
    if in Australian dollars, A$5,000,000; with an integral multiple of
A$1,000,000;(b)
    
    if in US dollars, US$5,000,000; with an integral multiple of US$1,000,000;(c)
    
    if in Pounds Sterling, GBP5,000,000; with an integral multiple of GBP1,000,000;(d)
    
    if in euros, EURO5,000,000, with an integral multiple of EURO1,000,000;(e)
    
    if in another Available Currency, a minimum amount and integral multiple as
advised by the Lender,
 or which is equal to the amount remaining for the undrawn Commitment.Advances in no more than six (6) currencies may be outstanding at any one time.
 3.3 Conditions Precedent to first drawdown
 The obligations of the Lender pursuant to this Agreement are subject to, and each Borrower
agrees not to request the first drawdown until, the Lender has received every item listed in
this clause 3.3, each in form and substance satisfactory to the Lender:
 (a)
    
    (Transaction Documents) original signed counterparts of:
 (i)
    
    this Agreement; and(ii)
    
    the Common Terms Deed,
 signed and delivered by each party and, if required by the Lender, in each case
evidence of its stamping and registration;
 (b)
    
    (Verification Certificates) in relation to each Transaction Party, a Verification
Certificate;(c)
    
    [*](d)
    
    (disbursements) reimbursement for the cost of any company searches the Lender
may conduct in respect of this Agreement;
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(e)
    
    (company searches) the results of all searches required by the Lender
with respect to each Transaction Party;
 (f)
    
    (Drawdown Notice) a Drawdown Notice for the Advance in the place, and by the
time, required under this Agreement;
 (g)
    
    (other documents) any other conditions precedent specified in a Transaction
Document;
 (h)
    
    (know your customer) any document or other information that the Lender requests
to enable the Lender to comply with its relevant know your customer and anti-money
laundering requirements in connection with the transactions contemplated by the
Transaction Documents; and
 (i)
    
    (other information) ensure the Lender has received all other documents and
other information the Lender reasonably requests.
 3.4
    
    Conditions to all drawdowns
 The Lender is not obliged to provide an Advance unless:
 (a)
    
    (Availability Period) it is to be provided during the Availability Period; and
 (b)
    
    (Commitment) the Lender is satisfied that after providing the accommodation
the Commitment would not be exceeded; and
 (c)
    
    (Drawdown Notice) the Lender has received a Drawdown Notice in respect of it
in the place, and by the time, required under this Agreement; and
 (d)
    
    (Representations and warranties) the Lender is satisfied that the
representations and warranties in clause 7 of this Agreement and clause 3
(Representations and warranties) of the Common Terms Deed and the statements in the
Drawdown Notice are correct and not misleading at the date of the Drawdown Notice and
at the date the accommodation is provided; and
 (e)
    
    (no Default, Review Event) the Lender is satisfied that no Default or Review
Event is continuing, or would result from the accommodation being provided; and
 (f)
    
    (know your customer) the Lender has received any document or other information
that the Lender requests to enable the Lender to comply with its relevant know your
customer and anti-money laundering requirements in connection with the transactions
contemplated by the Transaction Documents that it has not already received as a
condition precedent to the first drawdown.
 Each condition to drawdown is for the sole benefit of the Lender and may be waived by it.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.(b)
    
    For value, Sims and each other 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. Each Borrower irrevocably appoints the Lender and each
Authorised Officer of the Lender individually as its attorney to draw the Bills and
agrees to ratify all action taken by an attorney under this clause.
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(c)
    
    The Lender will indemnify Sims and each other Borrower against any liability,
loss, cost and expense in relation to the Bills. If a reliquification Bill is
presented to Sims or 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)
    
    Sims and each Borrower 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 Repayment Date and Commitment
 (a)
    
    On or before the date falling 24 months prior to the then Repayment Date
(Existing Repayment 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 the Facility Agreement to a date falling 12 months after
the Existing Repayment Date (New Repayment 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 in its absolute discretion.
 (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 (Revised Terms), including, but not limited to,
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 in its
absolute discretion that all of the conditions specified in the Renewal Notice
have been satisfied,
 the definition of Repayment Date under this Agreement shall be amended to be the
New Repayment Date and the Key Terms Schedule amended in accordance with the Renewal
Notice with effect on and from the date of the Renewal Notice. If the Borrowers sign
and deliver to the Lender the Renewal Notice in accordance with clause 3.6(d)(i),
Sims and each Borrower undertake to enter into any other documentation on reasonable
terms required by the Lender to give effect to the extension of the Repayment Date
and the variation of the terms of the Facility.
 (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,
 the Repayment Date will not be amended and any Revised Terms contained in a Renewal
Notice delivered in accordance with clause 3.6(a) will not apply.
 (f)
    
    Nothing in the Transaction Documents obliges the Lender:
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(i)
    
    to extend any Repayment 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(d); 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(d).
 (h)
    
    On each anniversary date of the Amendment and Restatement Date, the Commitment
will be reset to an amount expressed in US dollars which is equivalent to A$175,000,000
(Revised Commitment), determined by reference to the Lenders spot rate of exchange
prevailing at that time for buying Australian dollars with US dollars. If, at that
time, the Lender also elects to extend its participation under the Facility Agreement
in accordance with clause 3.6(a) by delivering to Sims a signed Renewal Notice
attaching a proposed Key Terms Schedule, the Lender will notify Sims of the Revised
Commitment in the proposed Key Terms Schedule attached to the Renewal Notice, and
otherwise by delivering a Revised Commitment Notice to Sims.
 4
    
    CALCULATION OF INTEREST4.1
    
    Interest charges
 (a)
    
    Each Borrower agrees to pay interest on each Advance made to it for each of its
Interest Periods at the applicable Interest Rate.
 (b)
    
    Interest accrues daily on each Advance from and including the first day of an
Interest Period to but excluding the last day of the Interest Period at the Interest
Rate.
 (c)
    
    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.
 4.2
    
    Payment of interest
 Interest in respect of an Advance will be payable by the Borrower of that Advance in arrears
on each relevant Interest Payment Date and on repayment or prepayment of the relevant
Advance.
 4.3
    
    Notification of Interest Periods
 (a)
    
    Unless the Lender agrees otherwise, an Interest Period must be a period of 7
days or 14 days or a period of 1, 2, 3, 4, 5 or 6 months.
 (b)
    
    The relevant Borrower will select, and notify the Lender of, the Interest
Period for an Advance to be made to that Borrower in the Drawdown Notice.
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(c)
    
    The relevant Borrower will select, and notify the Lender of, each subsequent
Interest Period by written notice to the Branch that made the Advance by 10 am (local
time) at least 2 Business Days before the end of the previous Interest Period. If the
relevant Borrower fails to select a period or does not give correct notice, it will be
taken to have selected one of 3 months.
 4.4
    
    When Interest Periods begin and end
 (a)
    
    An Interest Period for an Advance begins:
 (i)
    
    in the case of the first Interest Period, on the Drawdown Date;
and
 (ii)
    
    in the case of each subsequent Interest Period, on the last day
of the previous Interest Period.
 (b)
    
    If an Interest Period would end on a day that is not a Business Day, then it
will end on the previous Business Day.
 (c)
    
    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.
 (d)
    
    The relevant Borrower must select Interest Periods for Advances so that they do
not expire after the Repayment Date.
 5
    
    PAYMENT OBLIGATIONS5.1
    
    Interest and fees
 (a)
    
    The relevant Borrower of an Advance will, and Sims will procure that such
Borrower will, pay interest (in respect of that Advance) and fees as set out in this
Agreement.
 (b)
    
    Interest on an Advance will be paid in the currency of the Advance, to the
Branch that made the Advance and fees will be paid in the currency specified in clause
2.8 as the currency for payment of the relevant fee.
 (c)
    
    Fees payable in Australian dollars will be paid to the Sydney Branch and fees
payable in other Available Currencies will be paid to the account of the Lender, as the
Lender directs.
 5.2
    
    Rollovers
 (a)
    
    The Borrower of an Advance must repay it on the last day of its Interest
Period. However, if all or part of the Advance is to be redrawn in the same currency
for a further Interest Period, the amount of the Advance which is to be redrawn 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.
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(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. Once given,
the prepayment notice is irrevocable and the Borrower is obliged to prepay in
accordance with the 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). The Commitment is not reduced by amounts prepaid.
 (c)
    
    (cleandown) If at any time the aggregate of the Equivalent Amount of all
Alternative Currency Advances and the amount of all US dollar Advances (the Current
Aggregate) exceeds 110% of the Commitment, 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.
 (d)
    
    (method of payment) Repayments and prepayments will be made in the currency of
the relevant Advance, to the relevant Branch that made the Advance or as otherwise
specified by the Lender.
 (e)
    
    (redraws) Amounts repaid or prepaid may be redrawn.
 5.4
    
    Method of payment
 Sims and the other 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:
 USD
 (a)
    
    if in US$ (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Lender):
 Bank:
    
    Citibank, New YorkAccount Name:
    
    National Australia BankAccount Number:
    
    10920636SWIFT:
    
    CITIUS33
 or such other account from time to time notified in writing by the Lender.
 (b)
    
    if in US$ (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Lender):
 Bank:
    
    Citibank NA, New YorkAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    36244285SWIFT:
    
    CITIUS33
 or such other account from time to time notified in writing by the Lender.
 GBP
 (a)
    
    if in GBP (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Lender):
 Bank:
    
    Royal Bank of Scotland, LondonAccount Name:
    
    National Australia Bank
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Account Number:
    
    12231081SWIFT:
    
    RBOSGB2L
 or such other account from time to time notified in writing by the Lender.
 (b)
    
    if in GBP (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Lender):
 Bank:
    
    Royal Bank of Scotland, LondonAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    1600 3410 0065 79SWIFT:
    
    RBOSGB2L
 or such other account from time to time notified in writing by the Lender.
 Euro
 (a)
    
    if in euro (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Lender):
 Bank:
    
    Deutsche Bank, FrankfurtAccount Name:
    
    National Australia Bank LimitedAccount Number:
    
    950 3954 10SWIFT:
    
    DEUTDEFF
 or such other account from time to time notified in writing by the Lender.
 (b)
    
    if in euro (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Lender):
 Bank:
    
    Deutsche Bank AG, FrankfurtAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    1009 5044 3200 00SWIFT:
    
    DEUTDEFF
 or such other account from time to time notified in writing by the Lender.
 SGD
 (a)
    
    if in SGD (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Lender):
 Bank:
    
    Overseas-Chinese Banking Corporation, SingaporeAccount Name:
    
    National Australia Bank LimitedAccount Number:
    
    5010 1016 9001SWIFT:
    
    OCBCSGSG
 or such other account from time to time notified in writing by the Lender.
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(b)
    
    if in SGD (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Lender):
 Bank:
    
    Overseas-Chinese Banking CorporationAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    5014 7447 2001SWIFT:
    
    OCBCSGSG
 or such other account from time to time notified in writing by the Lender.
 CAD
 (a)
    
    if in CAD (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Lender):
 Bank:
    
    Canadian Imperial Bank of Commerce, TorontoAccount Name:
    
    National Australia Bank LimitedAccount Number:
    
    1708511SWIFT:
    
    CIBCCATT
 or such other account from time to time notified in writing by the Lender.
 (b)
    
    if in CAD (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Lender):
 Bank:
    
    CIBC, TorontoAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    177 3313SWIFT:
    
    CIBCCATT
 or such other account from time to time notified in writing by the Lender.
 Australian dollars
 (a)
    
    if in Australian dollars, to the following account (or as specified by the
Lender):
 Bank:
    
    National Australia BankAccount Name:
    
    OSA  Lending Administration  NSWBSB:
    
    082-036Account Number:
    
    79-172-6392
 or such other account from time to time notified in writing by the Lender.
 6
    
    EXTERNAL CIRCUMSTANCES6.1
    
    Available Currency impracticability
 If in the Lenders opinion:
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(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 (other than Australian dollars)
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,
  6.2
    
    Market Disturbance
 (a)
    
    (Disturbance Notice) The Lender may give a notice (a Disturbance Notice) to
Sims at any time (Disturbance Notice Date) if the Lender forms the view that market
conditions in the relevant financial market for the currency concerned are seriously
disturbed, including without limitation as a result of the conditions described in this
clause 6.2 (Market Disturbance).
 (b)
    
    (Market Disturbance Premium) If the Lender gives a Disturbance Notice as a
result of circumstances where, in the Lenders opinion:
 (i)
    
    adequate and fair means are not available for fixing the Base
Rate in respect of USD or any Alternative Currency, or
 (ii)
    
    the cost to the Lender of obtaining deposits in the relevant
financial market or other funds to fund an Advance exceeds the Base Rate,
 the Lender will, in the Disturbance Notice, notify Sims of the rate at which the
Lender (acting commercially and in good faith) will charge a premium to be added to
the Interest Rate in respect of Interest Periods for each Advance which commence on
or after the Disturbance Notice Date, which rate will be the rate that reflects the
Lenders cost of funding the Advances from whatever sources it may reasonably
select. The rate must be expressed as a percentage rate per annum and be rounded up
to the nearest fourth decimal place (Market Disturbance Premium).
 At the beginning of each calendar quarter that commences after the Disturbance
Notice Date, the Lender may amend the Market Disturbance Premium that applies to new
Advances advanced on or after the beginning of that calendar quarter or, in the case
of existing Advances, to new Interest Periods commencing on or after the beginning
of that calendar quarter.
 Portions of the Market Disturbance Premium may differ for each Interest Period for
an Advance and also according to which currency that Advance may be made. Despite
this, the Lender need not inform any Obligor which portions of the Market
Disturbance Premium relate to particular Advances, particular Interest Periods for
an Advance, particular currencies for an Advance or any other factor when notifying
Sims of that Market Disturbance Premium for the Facility. The Lender is not
required to give Sims calculations showing how the Market Disruption Premium has
been ascertained, nor is required to provide details of its business or Tax affairs.
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Sims agrees to pay the Market Disturbance Premium on all Advances and in respect of
each Interest Period for those Advances on the relevant Interest Payment Dates
during an Interest Period for that Advance provided that the Market Disturbance
Premium that is to apply is advised to Sims prior to the drawdown for that Advance
or the commencement of a new Interest Period.
 The Lender will promptly notify Sims once it determines the circumstances requiring
a Market Disturbance Premium have ceased to exist. From the time of such notice, no
Market Disturbance Premium for new Advances or new Interest Periods will be payable
unless a further Disturbance Notice is delivered to Sims.
 Sims acknowledges and agrees the Lender has given a Disturbance Notice to it on or
about the date of this Agreement and that the Market Disturbance Premium will apply
to the Facility and all Advances made under it in respect of the first calendar
quarter during which this letter is signed.
 (c)
    
    (Alternative Arrangements) If the Lender gives a Disturbance Notice as a result
of circumstances where, in the Lenders opinion:
 (i)
    
    because of national or international financial, political or
economic circumstances or exchange rates or exchange controls it is impractical
for it to fund or continue to fund the Advance for the Interest Period; or
 (ii)
    
    deposits in the currency concerned are not available in the
ordinary course of business to the Lender in the relevant financial market, and
the Disturbance Notice relates to an Advance which has not been made,
 then 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)
    
    (Alternative Basis) If the Disturbance Notice given under paragraph (c) 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
(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.
 An Alternative Basis may include, in the Lenders absolute discretion:
 (i)
    
    alternative currencies;(ii)
    
    alternative Interest Periods; or(iii)
    
    alternative methods of fixing the interest rate.
 7
    
    REPRESENTATIONS AND WARRANTIES7.1
    
    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
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case Sims gives the relevant representation and warranty), as if those representations and
warranties were set out in full in this clause 7.1.
 7.2
    
    Repetition of representations and warranties
 The representations and warranties given under this Agreement, including those in this
clause 7, 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.
 7.3
    
    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
    
    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).
 9
    
    EVENTS OF DEFAULT9.1
    
    Events of Default
 An Event of Default occurs if an Event of Default as defined in the Common Terms Deed
occurs.
 9.2
    
    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.
 9.3
    
    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 clause 5.2(a)(1)
or 5.2(a)(2) of the Common Terms Deed whether or not an Event of Default has occurred.
 10
    
    LENDERS REMEDIES AND POWERS AND INDEMNITY10.1
    
    No waiverNo failure to exercise a power, and no delay in exercising a power, operates as a waiver.10.2
    
    Variation and waiver
 A provision of a Transaction Document, or right created under it, may not be waived or
varied except in writing signed by the party or parties to be bound.
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10.3
    
    Discretion in exercising rights
 The Lender may exercise a right or remedy or give or refuse its consent under a Transaction
Document in any way it considers appropriate (including by imposing conditions).
 10.4
    
    Partial exercising of rights
 If the Lender does not exercise a right or remedy under a Transaction Document fully or at a
given time, the Lender may still exercise it later.
 10.5
    
    No liability for loss
 The Lender is not liable for loss caused by the exercise or attempted exercise of, failure
to exercise, or delay in exercising, a right or remedy under a Transaction Document.
 10.6
    
    Conflict of interest
 The Lenders rights and remedies under any Transaction Document may be exercised even if
this involves a conflict of duty or the Lender has a personal interest in their exercise.
 10.7
    
    Remedies cumulative
 The rights and remedies of the Lender under any Transaction Document are in addition to
other rights and remedies given by law independently of the Transaction Document.
 10.8
    
    Indemnity
 (a)
    
    Each Borrower will indemnify the Lender against any liability, loss, cost,
charge or expense (including legal costs on a full indemnity basis, including any GST
and including those costs, charges and expenses paid, or that the Lender reasonably
believes are payable, to persons engaged by the Lender in connection with the
Transaction Documents such as consultants) it incurs in or as a result of the Lender
acting in connection with a Transaction Document in good faith on fax, telephone, email
or written instructions purporting to originate from the offices of a Transaction Party
or to be given by an Authorised Officer of the Transaction Party.
 (b)
    
    Any indemnity in this Agreement is a continuing obligation, independent of the
Borrowers other obligations under this Agreement and continues after this Agreement
ends. It is not necessary for the Lender to incur expense or make payment before
enforcing a right of indemnity under this Agreement.
 11
    
    DEFAULT INTEREST
 11.1 Default interest
 (a)
    
    (obligation to pay) Interest will accrue each day on each amount due under a
Transaction Document but unpaid, from (and including) the due date to (but excluding)
the date of actual payment and is calculated on actual days elapsed and a year of:
 (i)
    
    365 days, for amounts due and payable in Australian dollars and
Pounds Sterling; and
 (ii)
    
    360 days, for US dollars and Euros; and
 (iii)
    
    the number of days to be advised by the Lender, for other
Available Currencies.
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The relevant Borrower agrees to pay interest under this clause on demand from the
Lender at the rate set out in this clause.
 (b)
    
    (default rate) Unless otherwise specified in the Transaction Document, the rate
will be the interest rate for the relevant facility as set out in the relevant
Transaction Document (or any equivalent rate which is substituted for this rate from
time to time) plus 2%. That interest accrues before and after any judgment. For the
purpose of this clause, the Interest Rate is calculated as if the overdue amount is a
drawing with interest periods of 30 days (or another period chosen from time to time by
the Lender) with the first interest period starting on and including the due date.
 (c)
    
    (compounding) Interest payable under this clause which is not paid when due
for payment may be added to the overdue amount by the Lender at intervals which the
Lender determines from time to time or, if no determination is made, every 30 days.
Unless it does so more often, the Lender will be taken to have debited monthly the
Borrowers account with accrued interest under this paragraph. Interest is payable on
the increased overdue amount in the manner set out in this clause.
 12
    
    ADDITIONAL BORROWERS12.1
    
    Additional Borrowers
 Sims 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 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.
 12.2
    
    Repetition of Representations
 Delivery of an 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.
 13
    
    ASSIGNMENT13.1
    
    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.
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14
    
    GENERAL PROVISIONS14.1
    
    Prompt performance
 Subject to clause 14.2 (Time of the essence):
 (a)
    
    if a Transaction Document specifies when the Borrower agrees to perform an
obligation, the Borrower agrees to perform it by the time specified; and
 (b)
    
    the Borrower agrees to perform all other obligations promptly.
 14.2
    
    Time of the essence
 Time is of the essence in any Transaction Document in respect of an obligation to pay money.
 14.3
    
    Further steps
 Each Borrower agrees to do anything the Lender asks (such as obtaining consents, signing and
producing documents and getting documents completed and signed):
 (a)
    
    to bind the Borrower and any other person intended to be bound under the
Transaction Documents;
 (b)
    
    to enable the Lender to register any power of attorney or any Transaction
Document; or
 (c)
    
    to show whether a Borrower is complying with this deed.
 14.4
    
    Code of Banking Practice
 The parties agree that the Code of Banking Practice does not apply to the Transaction
Documents and the transactions in connection with them.
 14.5
    
    Counterparts
 This Agreement may consist of a number of copies, each signed by one or more parties to this
Agreement. If so, the signed copies are treated as making up the one document.
 15
    
    GOVERNING LAW & JURISDICTION15.1
    
    Governing law and jurisdiction
 (a)
    
    This Agreement is governed by the law in force in New South Wales. Each
Borrower accepts the non-exclusive jurisdiction of the courts having jurisdiction there
in relation to this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a Dispute).
 (b)
    
    Each Borrower agrees that those courts are an appropriate and convenient courts
to settle Disputes and accordingly no Borrower will argue to the contrary.
 (c)
    
    Each Borrower irrevocably waives any objection it may now or in the future have
to the venue of any proceedings, and any claim it may now or in the future have that
any proceedings have been brought in an inconvenient forum, where that venue falls
within clause 15.1(a).
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15.2
    
    Service of process
 (a)
    
    Without preventing any other method of service, any document in a court action
may be served on a party by being delivered to or left at that partys address for
service of notices under clause 17.4 of the Common Terms Deed.
 (b)
    
    Without prejudice to any other mode of service allowed under any relevant law,
each Borrower (other than a Borrower incorporated in Australia):
 (i)
    
    irrevocably appoints Sims as its agent for service of process
in relation to any proceedings under or in connection with this Agreement; and
 (ii)
    
    agrees that failure by the process agent to notify the relevant
Borrower of the process will not invalidate the proceedings concerned.
 (c)
    
    Sims accepts its appointment as process agent under this clause 15.2.
 (d)
    
    If for any reason Sims ceases to be able to act as process agent for a
Borrower, the Borrower must promptly appoint another person in New South Wales
acceptable to the Lender to act as its process agent.
 (e)
    
    Each party expressly agrees and consents to the provisions of this clause 15.2.
 16
    
    INTERPRETATION16.1
    
    Definitions
 Accession Deedmeans an accession deed in the form of Schedule 4.
 Additional Borrowermeans any wholly owned Subsidiary of Sims which becomes, or has become,
as the context may require, party to this Agreement as an Additional Borrower in accordance
with clause 12.
 Advancemeans the outstanding principal amount of a drawdown made under the Facility.
 Agreementhas the meaning given in clause 1.1 of this Agreement.
 Alternative Currencymeans:
 (a)
    
    Australian dollars, Pounds Sterling, euro, SGD or CAD; or
 (b)
    
    any other currency (excluding US dollars) agreed by the Lender in its absolute
discretion which is freely transferable and convertible into US dollars.
 Amendment and Restatement Datemeans the date of the Common Terms Deed.
 A$, AUDor Australian dollarsmeans the lawful currency of Australia.
 Availability Periodmeans the period from the Amendment and Restatement Date until the
Repayment Date.
 Available Currencymeans:
 (a)
    
    Australian dollars, US dollars, Pounds Sterling, euro, SGD or CAD; or
 (b)
    
    any other currency agreed by the Lender in its absolute discretion which is
freely transferable and convertible into US dollars.
 Base Ratemeans:
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(a)
    
    in relation to Australian dollars, BBR;
 (b)
    
    in relation to US dollars and Pounds Sterling, LIBOR;
 (c)
    
    in relation to euro, EURIBOR; and
 (d)
    
    in relation to other Available Currencies, the rate notified by the Lender to
Sims or the Borrower as the Lenders funding rate for making loans in the currency
concerned for the relevant Interest Period.
 BBR
 (a)
    
    the average bid rate for the relevant tenor described above is not displayed by
10.30 am on that day or if it is displayed but there is an obvious error in that rate,
BBR means the rate set by the Lender in good faith at approximately 10.30 am on that
day, having regard, to the extent possible, to the rates otherwise bid for Bills of
that tenor at or around that time (including any displayed on the BBSW page of the
Reuters Monitor System). The rate set by the Lender must be expressed as a percentage
rate per annum and be rounded up to the nearest fourth decimal place; or
 (b)
    
    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 BBR will be
the rate calculated by the Lender as its cost of raising deposits in Australian Dollars
for a term comparable to the Interest Period from leading banks in the Australian
Interbank Market.
 Borrowers Borrower
 Branch
 Business Day
 (a)
    
    for Advances made by the Offshore Banking Unit 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; and
 (b)
    
    for Advances made by Sydney Branch a weekday:
 (i)
    
    on which the relevant financial markets are open in Sydney;
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(ii)
    
    on which the Sydney Branch 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 not a day which is a public holiday the country of the currency of the Advance,
 (c)
    
    for Australian dollar Advances made by the Lenders Sydney Branch and for
purposes not connected with the Sydney Branch means a weekday on which the Lender is
open at its address in Sydney.
 CAD
 Commitment
 Common Terms Deed
 Disturbance Notice
 Drawdown Date
 Drawdown Notice
 Equivalent Amount
 EURIBOR
 (a)
    
    the percentage rate per annum determined by the Banking Federation of the
European Union for Euro and the relevant period displayed on the EURIBOR page of the
Reuters screen; or
 (b)
    
    subject to the final paragraph below, if the screen rate specified in paragraph
(a) above is not available for the period of the Advance, the arithmetic mean of the
rates (rounded upwards to four decimal places) as supplied to the Lender at its request
quoted by at least three Reference Banks to leading banks in the European inter-bank
market,
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Euro, euro 
 [*]
 Event of Default Events of Default
 [*]
 Facility
 Interest Payment Date
 Interest Period
 Interest Rate
 Key Terms Schedule
 Lender
 LIBOR
 Margin
 Mandatory Cost
 Offshore Banking Unit
 Original Borrower
 Original Amount
 (a)
    
    in relation to a US dollar Advance, the US dollar amount specified for that
Advance; and
 (b)
    
    in relation to an Alternative Currency Advance, 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),
  Participating Member State
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Pounds Sterling Sterling British pound GBP £
 Reference Banks
 (a)
    
    BNP Paribas;
 (b)
    
    Calyon;
 (c)
    
    HSBC Bank plc; and
 (d)
    
    The Royal Bank of Scotland plc.
 Renewal Notice
 Repayment Date
 Revised Commitment
 Revised Commitment Notice
 Security
 SGD
 Sims
 Sydney Branch
 TARGET
 TARGET Day
 Term
 Transaction Documents
 (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,
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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.Verification Certificatemeans the certificate substantially in the form of Schedule 2 to
the Common Terms Deed properly completed and executed and containing the information set out
therein, and attaching the documents referred to therein.
 16.2
    
    Interaction with the 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, 1.6, 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.(d)
    
    Unless the contrary intention appears, in a Transaction Document:
 (i)
    
    a reference to a group of persons is a reference to any two or
more of them jointly and to each of them individually;(ii)
    
    an agreement, representation or warranty in favour of two or
more persons is for the benefit of them jointly and each of them individually;
and(iii)
    
    an agreement, representation or warranty by two or more
persons binds them jointly and each of them individually but an agreement,
representation or warranty by the Lender binds the Lender individually only.
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SCHEDULE 1  ORIGINAL BORROWERS
 jurisdiction ofincorporation / registration /NAME OF COMPANY
    
    corporation number
    
    organisationSims Metal Management Limited
    
    ACN 114 838 630
ABN 69 114 838 630
    
    AustraliaSims Group Australia Holdings Limited
    
    ACN 008 634 526
ABN 37 008 634 526
    
    AustraliaSims 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  FORM OF DRAWDOWN NOTICE
 TO:
    
    National Australia Bank Limited
Level 24
255 George Street
Sydney NSW 2000
Fax: +61 2 9237 1888
 Attention: Director, Industrials
 [Date]
 Drawdown Notice  Multicurrency Revolving Floating Rate Cash Advance Facility  Facility Agreement
Dated 13 March 2009, as amended from time to time, including as
amended and restated on
[]
June 2011, between National Australia Bank Limited, Sims Metal Management Limited and Others
(Facility Agreement)
  1
  (a)
    
    the requested Drawdown Date is [      ];(b)
    
    the amount of the proposed drawdown is2 A$[*] / GBP [*] / USD [*] / EURO [*] /
[other Available Currency] [*] on [a Business Day]3;(c)
    
    with an initial Interest Period of [      ]4
      Account number:
    
    [
    
    ]Account name:
    
    [
    
    ]Bank:
    
    [
    
    ]Branch:
    
    [
    
    ]BSB:
    
    [
    
    ]
 
 1
    
    All items must be completed.2
    
    The amount of the proposed drawdown must be a
minimum amount as specified in clause 3.2 (Minimum Denominations) of the
Facility Agreement, with an integral multiple of the amount specified in that
same clause.3
    
    Must be a Business Day within the Availability
Period.4
    
    Must be an Interest Period as set out in
clause 4.3 (Notification of Interest Periods) of the Facility Agreement. [*]
Confidential Treatment Requested
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[*]
Confidential Treatment Requested
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SCHEDULE 3  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 sterling Advance:
 AB + C(B - D) + E x [*]100 - (A + C)
    
    per cent.per annum
 (b)
    
    in relation to an Advance in any currency other than sterling:
 E x [*]300
    
    per cent.per annum
 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.
 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.
 [*]
Confidential Treatment Requested
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4.
    
    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.5.
    
    If, in the reasonable opinion of the Lender, the above formulae or definitions are incorrect
or erroneous or inapplicable, the Lender is entitled by notice to Sims to change the relevant
formulae or definitions so as to ensure that the Additional Cost Rate is sufficient to
compensate the Lender for the cost of compliance with (a) the requirements of the Bank of
England, 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 (or
any other authority which replaces all or any of its function).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 Sims and the other Borrowers.
 [*]
Confidential Treatment Requested
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SCHEDULE 4  ACCESSION DEED
 ACCESSION DEED
   insert address Sims
 insert name insert ACN/ABN/ARBN insert address Additional Borrower[s]
 insert ACN/ABN/ARBN insert address Lender
 BACKGROUND
 1.
    
    Under the Multicurrency Revolving Floating Rate Cash Advance Facility  Facility Agreement
dated 13 March 2009, as amended from time to time, including as amended and restated 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.This deed witnesses as follows:
 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 WARRANTIESThe Additional Borrower[s] represent[s] and warrant[s] to, and for the benefit of the
Lender, as set out in clause 7.1 of the Facility Agreement, on the basis that:
 (a)
    
    each reference to a Borrower in clause 7.1 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(c)
    
    clauses 7.2 and 7.3 of the Facility Agreement apply to this clause 2 as if set
out in full.
 [*]
Confidential Treatment Requested
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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 PARTIESSims (for itself and as attorney for each other Transaction Party) confirms that
nothing in this deed:
 (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 LAWThis deed is governed by the laws of New South Wales.7
    
    BENEFIT OF DEEDThis deed is given in favour of and for the benefit of:
 (a)
    
    the Lender; and(b)
    
    each Borrower,
 under the Facility Agreement and their respective successors and permitted assigns
 8
    
    ADDRESS FOR NOTICESThe details for [each/the] Additional Borrower for service of notices are:
 Address:
    
    [
    
    ].Attention:
    
    [
    
    ].Facsimile:
    
    [
    
    ].
 [*]
Confidential Treatment Requested
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9
    
    ATTORNEYSEach of the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.
 Executed as a deed
 [insert execution clause for Additional Borrower[s]]
 Signed sealed and deliveredbySims Metal Management Limited for 
itself and as attorney for each
other Transaction Party pursuant to
clause 15.2 of the 
Common Terms Deedin accordance with section 127(1)
of the Corporations Act 2001 (Cth)
by a director and secretary/director:Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)Signed sealed and deliveredfor and on behalf ofNational Australia Bank Limitedby a duly appointed attorney 
in the presence of: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)
 [*]
Confidential Treatment Requested
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SCHEDULE 5  KEY TERMS SCHEDULE
 FACILITY DETAILSMaximum amount
of financial
accommodation
available to all
Borrowers at any
time during the
Availability Period
    
    Commitment:US$175,000,000.Margin
    
    Financial Indebtedness of the
Sims Group/EBITDA =
    
    Margin[*]
    
    [*]Repayment Date
    
    The date which is three years after the date of the Common Terms Deed.Fees
    
    [*]Unused Commitment Fee: [*]of the applicable Margin.[*]
 [*]
Confidential Treatment Requested
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SCHEDULE 6  FORM OF RENEWAL NOTICE
 Renewal Notice
 Sims
 [ insert relevant name ]
   Borrowers Facility Agreement
 insert date Existing Repayment Date insert
date New Repayment Date
 (a)
    
    the Borrowers indicating their acknowledgement and agreement to the extension of the
Repayment Date by 12 months, by 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 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 Repayment Date in clause 2.6 of the Facility Agreement shall be amended
to be the New Repayment Date[; and(b)
    
    the Key Terms Schedule will be amended and restated in the form set out in the attached
Schedule].
  [*]
Confidential Treatment Requested
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to be inserted
 LenderSigned forNational Australia Bank Limited
by its attorneysign here ►Attorneyprint namein the presence ofsign here ►Witnessprint name
 [*]
Confidential Treatment Requested
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SimsSigned forSims Metal Management Limitedsign here ►Directorprint namesign here ►Director/Company Secretaryprint name
 [*]
Confidential Treatment Requested
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SCHEDULE 7  FORM OF REVISED COMMITMENT NOTICE
 Revised Commitment Notice
 Sims
 [ insert relevant name ]
   Borrowers Facility Agreement
 insert insert
  Signed forNational Australia Bank Limited
by its Authorised Officersign here ►Authorised Officerprint name
 [*]
Confidential Treatment Requested
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Signing pages
 Executed as a deed.
 The Lender
 National Australia Bank Limited  by its attorney
 sign
here►
    
    /s/ Steven RussellAttorneyprint
name
    
    Steven Russellin the presence ofsign here►
    
    /s/ Ji Hee MoonWitnessprint name
    
    Ji Hee Moon
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
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Borrowers
 Sims Metal Management Limited  by
 sign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Daniel W. DienstDirectorprint name
    
    Daniel W. Dienst
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
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Sims Group Australia Holdings Limited  by
 sign
here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney Shields
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
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Sims Group UK Limited  by
 sign here►
    
    /s/ M. CoombsCompany Secretary/Directorprint name
    
    M. Coombssign here►
    
    /s/ G. DavyDirectorprint name
    
    G. Davy
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
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Sims Group UK Holdings Limited  by
 sign here►
    
    /s/ M. CoombsCompany Secretary/Directorprint name
    
    M. Coombssign here►
    
    /s/ G. DavyDirectorprint name
    
    G. Davy
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    47




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Mirec B.V.  by
 sign here►
    
    /s/ M. CoombsCompany Secretary/Directorprint name
    
    M. Coombssign here►
    
    /s/ G. DavyDirectorprint name
    
    G. Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    48




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Sims Recycling Solutions AB  by
 sign here►
    
    /s/ M. CoombsCompany Secretary/Directorprint name
    
    M. Coombssign here►
    
    /s/ G. DavyDirectorprint name
    
    G. Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    49




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Sims Group USA Corporation  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    50




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Sims Group Global Trade Corporation  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    51




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North Carolina Resource Conservation, LLC  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
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Sims Group USA Holdings Corporation  by its officer
 sign
here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    53




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Schiabo Larovo Corporation  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    54




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Simsmetal East LLC  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    55




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Simsmetal West LLC  by its officer
 sign here►
    
    /s/ Myles PartridgeOfficerBy 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. BrandtWitnessprint name
    
    Brian S. Brandt
  [*] Confidential Treatment RequestedNAB AMENDED AND
RESTATED FACILITY AGREEMENT
    56




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Metal Management, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Alabama, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Arizona, L.L.C.  by its officer
 sign 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 PanlaquiWitnessprint name
    
    Evelyn Panlaqui
  [*] Confidential Treatment Requested




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SMM New England Corporation (formerly known as Metal
Management Connecticut, Inc.)  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Memphis, L.L.C.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Midwest, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Mississippi, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management Northeast, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested
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Metal Management Ohio, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Management West, Inc.  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Proler Southwest LP  by its officer Larry
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Metal Dynamics Detroit LLC  by its officer
 sign 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 FrancisWitnessprint name
    
    Jocelyn Francis
  [*] Confidential Treatment Requested




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Sims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)  by its officer
 sign 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 GrimmerWitnessprint name
    
    Jeanne Grimmer
  [*] Confidential Treatment Requested




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Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)  by its officer
 sign 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 GrimmerWitnessprint name
    
    Jeanne Grimmer
  [*] Confidential Treatment Requested