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company (formerly known as METAL DYNAMICS INDIANAPOLIS LLC, a Delaware limited liabilitycompany) (“TH Properties”), and together with the Company, Global Trade, HNE Recycling, HNWRecycling, SHN East, SHN West, Sims USA, Metal Management, MM Dynamics, MM Midwest, MM Ohio, SMM -North America, MM West Coast, MM Proler Southwest, MM Southwest GP, Naporano, MM Northeast, MM NewHaven, CIM, MM Alabama, MM Arizona, MM Connecticut, MM Indiana, MM Memphis, MM Mississippi, MMPittsburgh, MM West, NY Recycling, Proler Southwest, Reserve, Metal Dynamics, MD Detroit,collectively, the “Borrowers” individually, a “Borrower”), and BANK OF AMERICA,N.A., a national banking association (the “Lender”).**RECITALS**     A. The Borrowers and the Lender are each a party to that certain Amended and Restated CreditAgreement dated as of November 2, 2009 (as amended, restated, extended, supplemented or otherwisemodified from time to time, the “Credit Agreement;” the terms defined therein being usedherein as therein defined), pursuant to which and subject to the terms and conditions thereincontained, the Lender agreed to make Loans to, and issue Letters of Credit for the account of, theBorrowers.     B. The Borrowers and the Lender have agreed to increase the amount of the Commitment from$150,000,000 to $200,000,000, extend the Maturity Date from December 1, 2010 to a maturity datespecified by Lender in a notice to the Company, which date shall be fourteen (14) months after thedate the notice was provided, and make certain modifications to the pricing of the Loans made andstandby letters of credit issued pursuant to the Credit Agreement, in each case, subject to theterms and conditions of this Amendment.     NOW THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration receipt of which is hereby acknowledged, the parties agree as follows:**AGREEMENT**     **1. Definitions; Interpretation.**All capitalized terms used in this Amendment and nototherwise defined herein have the meanings specified in the Credit Agreement. The rules ofconstruction and interpretation specified in Section 1.02 of the Credit Agreement alsoapply to this Amendment and are incorporated herein by this reference.     **2. Amendments to Credit Agreement.**The Credit Agreement is hereby amended as follows:     (a) Amendment to Definitions. In Section 1.01, amendments are made to thedefinitions, as follows:     (i) The table set forth in the definition of “Applicable Margin” is amended andrestated to read as follows:**[*] Confidential Treatment Requested**
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         **Applicable Margin**      Eurocurrency        Rate Loans        Standby  Pricing Cashflow Gearing Commitment Letters of Base RateLevel Ratio Fee Credit Loans**[*]** **[*]** **[*]** **[*]** **[*]**     (ii) The definition of “Commitment” is amended and restated to read as follows:     “Commitment” means the obligation of the Lender to make Loans and L/CCredit Extensions hereunder in an aggregate principal amount at any one time not toexceed the amount of $200,000,000, as such amount may be adjusted from time to timein accordance with this Agreement.     (iii) The definition of “Maturity Date” is amended and restated to read asfollows:     “Maturity Date” means the maturity date specified by Lender in a noticeto the Company, which date shall be fourteen (14) months after the date the noticewas provided; provided, however, that if such date is not a BusinessDay, the Maturity Date shall be the next preceding Business Day.     (b) Amendment to Section 2.13. Section 2.13 is amended and restated to readas follows:     **2.13 Reserved.**     **3. Conditions to Effectiveness of Amendment.**Notwithstanding anything contained herein to thecontrary, this Amendment shall become effective as of June 25, 2010; provided that all ofthe following conditions are fully satisfied on or before June 30, 2010:     (a) Delivery of Amendment. Each Borrower and the Lender shall have executed anddelivered counterparts of this Amendment to the Lender, sufficient in number for distribution tothe Company and the Lender;     (b) Notes. Each Borrower shall have executed and delivered to the Lender a Note inthe form of Annex 1 hereto (the “Notes”);     (c) Consent of Parent. Sims Metal Management Limited, a corporation registered in theState of Victoria, Commonwealth of Australia, formerly known as Sims Group Limited (the“Parent”), shall have executed and delivered to the Lender a Consent of Guarantor in theform of Annex 2 hereto (the “Parent Consent”), sufficient in number fordistribution to the Company and the Lender;**[*] Confidential Treatment Requested**
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     (d) **[*]**     (e) Authorization. The Lender shall have received the following, each in form andsubstance and dated as of a date satisfactory to the Lender and its legal counsel:     (i) such certificates of resolutions or other action, incumbency certificates and/orother certificates of Responsible Officers of each Loan Party as the Lender may require toestablish the identities of and verify the authority and capacity of each ResponsibleOfficer thereof authorized to act as a Responsible Officer in connection with thisAmendment, the Notes, the Parent Consent and the other Loan Documents to which such LoanParty; and     (ii) such evidence as the Lender may reasonably require to verify that each Loan Partyis duly organized or formed, validly existing, in good standing and qualified to engage inbusiness in each jurisdiction in which it is required to be qualified to engage in business,including certified copies of each Loan Party’s Organization Documents, certificates of goodstanding and/or qualification to engage in business.     (f) Opinions of Counsel. The Lender shall have received a favorable opinion of Baker& McKenzie LLP Sydney, counsel to the Parent addressed to the Lender, as to such matters concerningthe the Parent Consent and the Loan Documents to which the Parent is a party as the Lender mayreasonably request;     (g) Payment of Expenses. Unless waived by the Lender, the Borrowers shall have paidall fees, charges and disbursements of counsel to the Lender (directly to such counsel if requestedby the Lender) to the extent invoiced prior to or on the effective date of this Amendment,plus such additional amounts of such fees, charges and disbursements as shall constituteits reasonable estimate of such fees, charges and disbursements incurred or to be incurred by itthrough the closing proceedings (provided that such estimate shall not thereafter precludea final settling of accounts between the Borrowers and the Lender);     (h) Representations True; No Default. The representations of the Borrowers as setforth in Article V of the Credit Agreement shall be true on and as of the date of thisAmendment with the same force and effect as if made on and as of this date or, if any suchrepresentation or warranty is stated to have been made as of or with respect to a specific date, asof or with respect to such specific date. No Event of Default and no event which, with notice orlapse of time or both, would constitute an Event of Default, shall have occurred and be continuingor will occur as a result of the execution of this Amendment; and     (i) Other Documents. The Lender shall have received such other documents,instruments, and undertakings as the Lender may reasonably request.     **4. Condition Subsequent.**The Loan Parties undertake to deliver to the Lender, by July 14,2010, a favorable opinion of Baker & McKenzie LLP, counsel to the Loan Parties addressed to theLender, as to such matters concerning the Loan Parties, this Amendment, the**[*] Confidential Treatment Requested**
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Notes and the otherLoan Documents to which the Loan Parties are a party as the Lender may reasonably request. Prior todelivery of such opinion, the Commitment shall be $150,000,000.     **5. Representations and Warranties.**The Borrowers hereby represent and warrant to the Lenderthat each of the representations and warranties set forth in Article V of the CreditAgreement is true and correct as if made on and as of the date of this Amendment or, if any suchrepresentation or warranty is stated to have been made as of or with respect to a specific date, asof or with respect to such specific date. The Borrowers expressly agree that it shall be anadditional Event of Default under the Credit Agreement if any representation or warranty made bythe Borrowers hereunder shall prove to have been incorrect in any material respect when made.     **6. No Further Amendment.**Except as expressly modified by this Amendment, the CreditAgreement, the Notes and the other Loan Documents shall remain unmodified and in full force andeffect and the parties hereby ratify their respective obligations thereunder.     **7. Reservation of Rights.**The Borrowers acknowledge and agree that the execution and deliveryby the Lender of this Amendment shall not be deemed to create a course of dealing or otherwiseobligate the Lender to forbear or execute similar amendments under the same or similarcircumstances in the future.     **8. Miscellaneous.**     (a) Counterparts; Integration. This Amendment may be executed in counterparts (and bydifferent parties hereto in different counterparts), each of which shall constitute an original,but all of which when taken together shall constitute a single contract. This Amendment and theother Loan Documents constitute the entire contract among the parties relating to the subjectmatter hereof and supersede any and all previous agreements and understandings, oral or written,relating to the subject matter hereof. Delivery of an executed counterpart of a signature page ofthis Amendment by telecopy shall be effective as delivery of a manually executed counterpart ofthis Amendment.     (b) Severability. If any provision of this Amendment is held to be illegal, invalidor unenforceable, the legality, validity and enforceability of the remaining provisions of thisAmendment shall not be affected or impaired thereby. The invalidity of a provision in a particularjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.     (c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAW OF THE STATE OF NEW YORK.[Remainder of page intentionally left blank]**[*] Confidential Treatment Requested**
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     *IN WITNESS WHEREOF*, the parties hereto have caused this Amendment to be duly executedas of the date first above written.      **SIMS GROUP USA HOLDINGS CORPORATION**,