Exhibit 4.13
 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 andRestatement DeedEach company listed in Schedule 1Commonwealth Bank of Australia
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Contents
 1. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Terms defined in the Facility Agreement
    
    
    11.3 Rules for interpreting this document
    
    
    21.4 Transaction Document
    
    
    22. CONSIDERATION
    
    
    23. AMENDMENTS
    
    
    23.1 Amendment to Facility Agreement
    
    
    23.2 Effect of amendment
    
    
    24. EFFECTIVE DATE
    
    
    25. GENERAL
    
    
    35.1 Governing law
    
    
    35.2 Prohibition and enforceability
    
    
    35.3 Variation
    
    
    35.4 Counterparts
    
    
    35.5 Attorneys
    
    
    3Schedule1 BORROWERS
    
    
    42 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
    
    
    7
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Amendment and Restatement Deed
 DATE 23 June  2011
 PARTIES
 Each company listed in Schedule 1(each a Borrowerand together the Borrowers)Commonwealth Bank of Australia(the Lender)
 RECITALS
 A.
    
    Under the Facility Agreement, the Lender has granted certain facilities to the Borrowers.B.
    
    At the request of Sims Metal Management Limited (ABN 69 114 838 630) (Sims), the parties to
the Facility Agreement have agreed to make various amendments to those facilities as set out
in this document.C.
    
    Accordingly, the parties wish to amend and restate the Facility Agreement in the manner set
out in this document.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.[*]Common Terms Deedmeans the Common Terms Deed of that title dated on or about the date of
this deed between amongst others, Sims and the Lender.Effective Datehas the meaning set out in clause 4.[*]Facility Agreementmeans the Multi Option Facility Agreement of that title dated 2
November 2009 between, amongst others, Sims and the Lender, as amended from time to time.1.2
    
    Terms defined in the Facility AgreementA term (other than a term defined in clause 1.1) that is defined in the Facility Agreement
(as amended and restated by this document) or the Common Terms Deed has the same meaning in
this document.
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1.3
    
    Rules for interpreting this documentClauses 1.3, 1.5. 1.6 and 1.7 of the Common Terms Deed apply to this document as if they
were set out in full in this document, except that any reference to this deed is replaced
by a reference to this document.1.4
    
    Transaction Document
 (a)
    
    This document is a Transaction Document for the purposes of the definition
of Transaction Document in clause 1.2 of the Facility Agreement.(b)
    
    This document is a Transaction Document in respect of the Lender for the
purpose of the definition of Transaction Document in clause 1.2 of the Common Terms
Deed.
 2.
    
    CONSIDERATIONEach party acknowledges that it has received valuable consideration for entering into this
document.3.
    
    AMENDMENTS3.1
    
    Amendment to Facility Agreement
 (a)
    
    The Facility Agreement is amended and restated with effect on and from the
Effective Date to read as set out in Schedule 2.(b)
    
    Paragraph (a) does not affect any right or obligation of any party that
arises before the Effective Date.
 3.2
    
    Effect of amendment
 (a)
    
    Except as expressly amended by this document, the Facility Agreement is
confirmed and remains in full force and effect.(b)
    
    With effect on and from the Effective Date:
 (i)
    
    the Facility Agreement and this document will be read and
construed as one document; and(ii)
    
    references in the Facility Agreement to this agreement will
be read and construed as references to the Facility Agreement as amended by
this document.
 4.
    
    EFFECTIVE DATEThe Effective Date is the date on which the Lender has received:
 (a)
    
    each of the documents set out in Schedule 4 of the Common Terms Deed in form
and substance satisfactory to it; and(b)
    
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5.
    
    GENERAL5.1
    
    Governing law
 (a)
    
    This document is governed by the laws of New South Wales.(b)
    
    Each Borrower irrevocably submits to the nonexclusive jurisdiction of the
courts of New South Wales.(c)
    
    Each Borrower irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient forum.(d)
    
    Each Borrower irrevocably waives any immunity in respect of its obligations
under this document that it may acquire from the jurisdiction of any court or any
legal process for any reason including the service of notice, attachment before
judgment, attachment in aid of execution or execution.(e)
    
    Each Borrower (other than Sims) appoints Sims in relation to proceedings in
New South Wales as its agent to receive service of any legal process on its behalf
without excluding any other means of service permitted by the law of New South Wales
and Sims irrevocably accepts that appointment.
 5.2
    
    Prohibition and enforceability
 (a)
    
    Any provision of, or the application of any provision of, this document or
any Power which is prohibited in any jurisdiction is, in that jurisdiction,
ineffective only to the extent of that prohibition.(b)
    
    Any provision of, or the application of any provision of, this document which
is void, illegal or unenforceable in any jurisdiction does not affect the validity,
legality or enforceability of that provision in any other jurisdiction or of the
remaining provisions in that or any other jurisdiction.
 5.3
    
    VariationA variation of any term of this document must be in writing and signed by the parties.5.4
    
    Counterparts
 (a)
    
    This document may be executed in any number of counterparts.(b)
    
    All counterparts, taken together, constitute one instrument.(c)
    
    A party may execute this document by signing any counterpart.
 5.5
    
    AttorneysEach of the attorneys executing this document states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.
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Schedule 1
 BORROWERS
 Jurisdiction of incorporation /registration /Name
    
    organisation
    
    Company number (if any)Sims Metal Management Limited
    
    Australia
    
    69 114 838 630Sims Group Australia Holdings Limited
    
    Australia
    
    37 008 634 526Sims Aluminium Pty Limited
    
    Australia
    
    93 004 370 905Sims Group UK Limited
    
    United Kingdom
    
    3242331Sims Group UK Holdings Limited
    
    United Kingdom
    
    2904307Mirec B.V.
    
    The Netherlands
    
    17073024Sims Recycling Solutions AB
    
    Sweden
    
    N/ASims Group USA Corporation
    
    Delaware
    
    N/ASims Group Global Trade Corporation
    
    Delaware
    
    N/ANorth Carolina Resource Conservation, LLC
    
    North Carolina
    
    N/ASims Group USA Holdings Corporation
    
    Delaware
    
    N/ASchiabo Larovo Corporation
    
    Delaware
    
    N/ASimsmetal East LLC
    
    Delaware
    
    N/A
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Jurisdiction of incorporation /registration /Name
    
    organisation
    
    Company number (if any)Simsmetal West LLC
    
    Delaware
    
    N/AMetal Management, Inc.
    
    Delaware
    
    N/AMetal Management Alabama, Inc.
    
    Delaware
    
    N/AMetal Management Arizona, L.L.C.
    
    Arizona
    
    N/ASMM New England Corporation
 (formerly
known as
 Metal Management Connecticut,
Inc.)
    
    Delaware
    
    N/AMetal Management Memphis, L.L.C.
    
    Tennessee
    
    N/AMetal Management Midwest, Inc.
    
    Illinois
    
    N/AMetal Management Mississippi, Inc.
    
    Delaware
    
    N/AMetal Management Northeast, Inc.
    
    New Jersey
    
    N/AMetal Management Ohio, Inc.
    
    Ohio
    
    N/AMetal Management West, Inc.
    
    Colorado
    
    N/AProler Southwest LP
    
    Texas
    
    N/AMetal Dynamics Detroit LLC
    
    Delaware
    
    N/A
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Jurisdiction of incorporation /registration /Name
    
    organisation
    
    Company number (if any)Sims Recycling Solutions Holdings Inc.

(formerly Sims Recycling Solutions,
Inc.)
    
    Illinois
    
    N/ASims Recycling Solutions, Inc.
 (formerly
United Refining & Smelting Co)
    
    Illinois
    
    N/A
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Schedule 2
 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
  Sims Metal Management LimitedMulti-option facilityagreementCommonwealth Bank of AustraliaEach Borrower specified in Schedule 1
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Table of contentsThe agreement
    
    
    1Operative part
    
    
    21 DEFINITIONS AND INTERPRETATION
    
    
    21.1 AGREEMENT COMPONENTS
    
    
    21.2 DEFINITIONS
    
    
    21.3 INCORPORATED DEFINITIONS
    
    
    131.4 INCORPORATED PROVISIONS
    
    
    131.5 CLAUSE 7.17 (LIMITATION OF LIABILITY) OF COMMON TERMS DEED
    
    
    132 CONDITIONS PRECEDENT
    
    
    132.1 CONDITIONS PRECEDENT TO INITIAL FUNDING PORTION
    
    
    132.2 CONDITIONS PRECEDENT TO ALL FUNDING PORTIONS
    
    
    142.3 CERTIFIED COPIES
    
    
    152.4 BENEFIT OF CONDITIONS PRECEDENT
    
    
    153 COMMITMENT, PURPOSE AND AVAILABILITY OF FACILITY
    
    
    153.1 PROVISION OF COMMITMENT
    
    
    153.2 PURPOSE
    
    
    153.3 CANCELLATION OF COMMITMENT DURING AVAILABILITY PERIOD
    
    
    163.4 CANCELLATION AT END OF AVAILABILITY PERIOD
    
    
    163.5 REVIEW AND RENEWAL OF COMMITMENT
    
    
    163.6 ANNUAL RESET OF COMMITMENT
    
    
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4 FUNDING AND RATE SETTING PROCEDURES
    
    
    174.1 DELIVERY OF FUNDING NOTICE
    
    
    174.2 REQUIREMENTS FOR A FUNDING NOTICE
    
    
    184.3 IRREVOCABILITY OF FUNDING NOTICE
    
    
    184.4 AMOUNT OF FUNDING PORTIONS
    
    
    184.5 SELECTION OF FUNDING PERIODS
    
    
    194.6 DETERMINATION OF FUNDING RATE
    
    
    194.7 MARKET DISRUPTION
    
    
    194.8 CONFIDENTIALITY
    
    
    204.9 CURRENCY MOVEMENTS
    
    
    204.10 UNAVAILABILITY OF A CURRENCY
    
    
    215 CASH ADVANCE FACILITY
    
    
    215.1 PROVISION OF FUNDING PORTIONS
    
    
    215.2 NUMBER OF FUNDING PORTIONS
    
    
    215.3 CONSOLIDATION AND DIVISION OF FUNDING PORTIONS
    
    
    225.4 SELECTION NOTICE
    
    
    225.5 REPAYMENT
    
    
    225.6 PREPAYMENT UNDER CASH ADVANCE FACILITY
    
    
    225.7 PREPAYMENT DATE
    
    
    235.8 INTEREST
    
    
    235.9 LIQUIDITY BILLS
    
    
    235.10 FEES
    
    
    246 COMMERCIAL BILLS FACILITY
    
    
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6.1 AVAILABILITY
    
    
    246.2 BILL ACCEPTANCE AND ENDORSEMENT PROCEDURE
    
    
    246.3 PREPARATION OF BILLS
    
    
    246.4 FAILURE TO PREPARE BILLS
    
    
    256.5 FORM OF BILLS
    
    
    256.6 RESTRICTION ON USE BY THE LENDER
    
    
    256.7 TAX ON BILLS
    
    
    266.8 SIGNING OF BILLS AND APPOINTMENT OF LENDER AS ATTORNEY
    
    
    266.9 NOTIFICATION OF RATE AND DISCOUNTING PROCEDURE
    
    
    266.10 BILLS ACCEPTED OR ENDORSED BUT NOT DISCOUNTED
    
    
    276.11 BORROWERS PRIMARY LIABILITY TO PAY BILLS
    
    
    276.12 INDEMNITY IN RESPECT OF BILLS
    
    
    276.13 VARIATION OF PROCEDURES
    
    
    276.14 FEES
    
    
    276.15 REPAYMENT BY CASH COVER AND NETTING
    
    
    286.16 ACKNOWLEDGMENT REGARDING SIGNED BILLS
    
    
    287 CREDIT SUPPORT FACILITY
    
    
    287.1 ISSUE OF CREDIT SUPPORT DOCUMENTS
    
    
    287.2 ADDITIONAL FUNDING NOTICE REQUIREMENTS
    
    
    297.3 FORM OF CREDIT SUPPORT DOCUMENTS
    
    
    297.4 PREPAYMENT UNDER CREDIT SUPPORT FACILITY
    
    
    307.5 PREPAYMENT DATE
    
    
    307.6 CASH COVER
    
    
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7.7 FEES
    
    
    307.8 TAX ON CREDIT SUPPORT DOCUMENTS
    
    
    317.9 LIABILITY OF BORROWERS
    
    
    317.10 EARLY EXPIRATION OR REDUCTION
    
    
    317.11 BENEFICIARY CONTRACTS AND NOTIFICATION
    
    
    327.12 OBLIGATIONS OF THE LENDER
    
    
    327.13 INDEMNITY IN RESPECT OF CREDIT SUPPORT DOCUMENT
    
    
    327.14 UNCONDITIONAL NATURE OF BORROWERS OBLIGATIONS
    
    
    328 TRADE FINANCE FACILITY
    
    
    338.1 ADDITIONAL FUNDING NOTICE REQUIREMENTS
    
    
    338.2 PROVISION OF TRADE ADVANCES
    
    
    348.3 APPLICATION OF TRADE ADVANCES
    
    
    348.4 REPAYMENT OF TRADE ADVANCES
    
    
    358.5 INTEREST ON TRADE ADVANCES
    
    
    358.6 ISSUE OF DOCUMENTARY LCS
    
    
    358.7 FORM OF DOCUMENTARY LCS
    
    
    358.8 CREDIT SUPPORT DOCUMENT TERMS APPLY TO DOCUMENTARY LC
    
    
    358.9 FOREIGN BILLS NEGOTIATION
    
    
    368.10 INTEREST ON PROCEEDS OF NEGOTIATION
    
    
    368.11 REPAYMENT OF PROCEEDS OF NEGOTIATION
    
    
    368.12 EXTENSION OF REPAYMENT OF PROCEEDS OF NEGOTIATION
    
    
    368.13 FEES
    
    
    379 OVERDRAFT FACILITY
    
    
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9.1 OVERDRAFT FACILITY
    
    
    379.2 FUNDING PORTIONS
    
    
    379.3 PREPAYMENT
    
    
    379.4 FEES
    
    
    3710 REPRESENTATIONS AND WARRANTIES
    
    
    3710.1 REPRESENTATIONS AND WARRANTIES
    
    
    3710.2 SURVIVAL AND REPETITION OF REPRESENTATIONS AND WARRANTIES
    
    
    3710.3 RELIANCE BY LENDER
    
    
    3811 UNDERTAKINGS
    
    
    3811.1 INCORPORATED UNDERTAKINGS
    
    
    3811.2 COMPLIANCE
    
    
    3811.3 TERM OF UNDERTAKINGS
    
    
    3812 EVENTS OF DEFAULT
    
    
    3812.1 EVENTS OF DEFAULT
    
    
    3812.2 EFFECT OF EVENT OF DEFAULT
    
    
    3812.3 APPLICATION OF CASH COVER UNDER COMMERCIAL BILLS FACILITY, TRADE FINANCE FACILITY AND CREDIT SUPPORT FACILITY
    
    
    3812.4 NEW RELATED BODY CORPORATE
    
    
    3913 FEES
    
    
    3914 INTEREST ON OVERDUE AMOUNTS
    
    
    4014.1 PAYMENT OF INTEREST
    
    
    4014.2 ACCRUAL OF INTEREST
    
    
    4014.3 RATE OF INTEREST
    
    
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15 ASSIGNMENT AND SUBSTITUTION
    
    
    4016 ADDITIONAL BORROWERS
    
    
    4016.1 ADDITIONAL BORROWERS
    
    
    4016.2 REPETITION OF REPRESENTATIONS
    
    
    4117 GENERAL
    
    
    4117.1 GOVERNING LAW AND JURISDICTION
    
    
    4117.2 PROHIBITION AND ENFORCEABILITY
    
    
    4117.3 WAIVERS
    
    
    4117.4 VARIATION
    
    
    4217.5 CUMULATIVE RIGHTS
    
    
    4217.6 COUNTERPARTS
    
    
    4217.7 ATTORNEYS
    
    
    42SchedulesBorrowers
    
    
    44Key Terms Schedule
    
    
    47Fee Schedule
    
    
    51Funding Notices
    
    
    54Selection Notice
    
    
    60Renewal Notice
    
    
    62Revised Commitment Notice
    
    
    65Signing page
    
    
    67Attachments3 ACCESSION DEED  ADDITIONAL BORROWERS
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Date2 November 2009Between the partiesOriginal Borrower
    
    Each of the persons listed inSchedule 1Lender
    
    Commonwealth Bank of AustraliaABN 48 123 123 124 of Level 21, Darling Park
Tower 1, 201 Sussex Street, Sydney, New South
Wales 2000, AustraliaBackground
    
    The Lender has agreed to provide the
Facilities to the Borrowers on the terms of this
agreement.The parties agree
    
    as set out in the Operative part of this
agreement, in consideration of, among other
things, the mutual promises contained in this
agreement.
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Definitions and interpretation
 Agreement components
  Definitions
  Term
    
    MeaningAccession Deed
    
    an accession deed in the form of Attachment 1.Additional Borrower
    
    a person which becomes an Additional Borrower in accordance with clause 16.Applicable Screen Rate
    
    in respect of a Funding Period and a Funding Portion denominated in:1     A$, the average bid rate quoted on the page entitled BBSY on the Reuters
Monitor System or any Replacement Page at or about 10.10am (Sydney time) on the Rate
Set Date for that Funding Portion;2     US Dollars, the arithmetic mean of the rates quoted on the page entitled
LIBOR01 on the Reuters Monitor System or any Replacement Page at or about 11.00am
(London time) on the Rate Set Date for that Funding Portion for deposits in US
Dollars;3     Sterling, the rate quoted on the page entitled LIBOR01 on the Reuters
Monitor System or any Replacement Page at or about 11.00am (London time) on the Rate
Set Date for that Funding Portion for deposits in Sterling;4     Euro, the rate quoted on the page entitled EURIBOR01 on the Reuters
Monitor System or any Replacement Page at or about 11.00am (Brussels time) on the
Rate Set Date for that Funding Portion;5     CAD, the rate quoted on the page entitled LIBOR01 on the Reuters Monitor
System or any Replacement Page at or about 11.00am (Ottawa time) on the Rate Set Date
for that Funding Portion for deposits in CAD;6     any other Available Currency, the rate agreed by the Lender at the time
such currency is approved by the Lender,in each case for a term equal to, or if not equal to most closely approximating, that
Funding Period: if the rate is not displayed on any Rate Set Date for such a term,
but rates are displayed for terms longer and shorter than that period, then the rate
will be determined by the Lender by linear interpolation between the nearest longer
and shorter terms.Application for 
Irrevocable Documentary 
Credit
    
    an application for irrevocable documentary credit in the form most recently notified
to Sims by the Lender.
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Term
    
    MeaningAvailable Currency
    
    A$, US Dollars, Sterling, CAD, SGD and Euro and any other currency approved by the
Lender.Availability Period
    
    in relation to a Facility, the period commencing on the date on which the conditions
precedent set out in clause 2.1 are satisfied or waived by the Lender and ending on
the earlier of:7     the Termination Date for that Facility;8     the date falling one month prior to the Final Termination Date; and9     the date on which the Commitment is cancelled in full under this agreement.A$ Facility
    
    the Facility, which may be drawn in any Available Currency up to the A$ Facility
Limit, made available by the Lender to the Borrowers under this agreement and on the
terms set out in Part A of the Key Terms Schedule.A$ Facility Limit
    
    the Facility Limit in respect of the A$ Facility (if any) as specified in Part A of
the Key Terms Schedule, as adjusted under this agreement.Bank Guarantee
    
    a guarantee issued by the Lender under the Credit Support Facility.Base Rate
    
    on any Rate Set Date in respect of a Funding Period for a Funding Portion:10   the Applicable Screen Rate for the Funding Period and the Funding Portion; or11   if on the Rate Set Date for any reason the Applicable Screen Rate is not
displayed or the basis on which the Applicable Screen Rate is displayed is changed
and in the opinion of the Lender it ceases to reflect the Lenders cost of funding to
the same extent as at the date of this agreement, then the Base Rate will be the rate
determined by the Lender to be the average of rates quoted to the Lender by 3
Reference Banks on the Rate Set Date for:     in the case of a Funding Portion denominated in A$ the rate percent
per annum determined by the Lender as the average of the rates quoted to the Lender
by each Reference Bank for the purchase of Bills accepted by the Reference Bank which
have a tenor equal to the Funding Period of the Funding Portion and a Face Value
Amount equal to the amount of the Funding Portion; or     in the case of a Funding Portion denominated in a Foreign Currency,
the rate determined by the Lender based on the rates otherwise quoted by the
Reference Banks (or so many of them as are prepared to quote such rates), on
application by the Lender, for deposits in that currency for a term equal to the
Funding Period of the Funding Portion commencing on that Funding Date in an amount
equal to the amount of the Funding Portion; and12   if, on the Rate Set Date, the Base Rate for a Funding Portion cannot be
determined in accordance with paragraphs (1) or (2) of this definition, the Base Rate
will be the Lenders cost of funding the Funding Portion for the Funding Period.All calculations of rates for the purposes of this definition will be expressed as a
percent per annum.Beneficiary
    
    the beneficiary of a Credit Support Document or a Documentary LC.
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Term
    
    MeaningBeneficiary Contract
    
    each agreement between a Borrower and a Beneficiary where the Lender has issued a
Credit Support Document or a Documentary LC in favour of the Beneficiary to support
the obligations of the Borrower to the Beneficiary under that agreement.Bill Acceptance
 /Endorsement
Fee
    
    the fee payable to the Lender for accepting or endorsing Bills, calculated in
accordance with clause 6.14(a).Bill Acceptance /Endorsement 
Fee Rate
    
    on any date, in respect of a Bill Funding, the % per annum under the heading Bill
Acceptance/Endorsement Fee Rate corresponding to the most recent Gearing Ratio (as
set out in the most recent Compliance Certificate provided by Sims), as specified in
Part 2 of the Key Terms Schedule under the heading Bill Acceptance/Endorsement Fee
Rate.Bill Discount Rate
    
    at any date the rate of discount expressed as a per cent yield to maturity per annum
at which the Lender is prepared at that date to purchase Bills accepted or endorsed
by itself.Bill Funding
    
    any Funding Portion under the Commercial Bills Facility.Borrower
    
    each Original Borrower and each Additional Borrower.Break Costs
    
    for any repayment or prepayment the amount (if any) by which:13   the interest on the amount repaid or prepaid which the Lender should have
received under this agreement (had the repayment or prepayment not occurred),
exceeds:14   the return which the Lender would be able to obtain by placing the amount
repaid or prepaid to it on deposit with a Reference Bank nominated by it,
in each case for the period from the date of repayment or prepayment until the last
day of the then current Funding Period applicable to the repaid or prepaid amount.Business Day
    
    15   in relation to any Funding Portion or any other payment obligation, a day
(excluding a Saturday, Sunday or public holiday) on which banking institutions are
open for business:     in Sydney and Melbourne in relation to Dollars;   in New York City and Los Angeles in relation to US Dollars;   in London in relation to Sterling;   in Ottawa in relation to CAD;   in London in relation to Euro, provided that the relevant day is also
a TARGET Day in relation to Euro; and16   for all other purposes, a day on which banks are open for business in
Sydney and Melbourne excluding a Saturday, Sunday or public holiday.CAD
    
    the lawful currency of Canada.
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Term
    
    MeaningCash Advance Facility
    
    if specified as Available in Part 1 of the Key Terms Schedule, the cash advance
facility made available by the Lender to the Borrowers under clause 5 and on the
terms set out in Part 1 of the Key Terms Schedule.Commercial Bills Facility
    
    if specified as Available in Part 2 of the Key Terms Schedule, the acceptance,
discount and endorsement facility made available by the Lender to the Borrowers under
clause 6 and on the terms set out in Part 2 of the Key Terms Schedule.Commercial Bills 
Facility Limit
    
    the Facility Limit in respect of the Commercial Bills Facility (if any) as
specified in Part 2 of the Key Terms Schedule, as adjusted under this agreement.Commitment
    
    in respect of a Facility, the amount (whether or not in A$) specified as the
Commitment for the Facility in Part D of the Key Terms Schedule.Commitment Currency
    
    in relation to a Facility, the currency in which the Commitment for that Facility is
denominated.Commitment Fee Rate
    
    the Commitment Fee Rate specified in Part D of the Key Terms Schedule.Common Terms Deed
    
    the deed entitled Common Terms Deed dated on or about 23 June 2011 between, amongst
others, the Lender and the Borrowers.Credit Support Document
    
    17   each Bank Guarantee; and18   each Standby LC,which is issued under the Credit Support Facility.Credit Support Document 
Fee Rate
    
    for a Credit Support Document issued under the Credit Support Facility, the % per
annum under the heading Credit Support Document Fee Rate corresponding to the most
recent Gearing Ratio (as set out in the most recent Compliance Certificate provided
by Sims), specified in Part 3 of the Key Terms Schedule.Credit Support Facility
    
    if specified as Available in Part 3 of the Key Terms Schedule, the credit support
document facility made available by the Lender to the Borrowers under clause 7 and on
the terms set out in Part 3 of the Key Terms Schedule.Credit Support Facility 
Limit
    
    the Facility Limit in respect of the Credit Support Facility (if any) as specified
in Part 3 of the Key Terms Schedule, as adjusted under this agreement.Current Bill
    
    any Bill drawn under the Commercial Bills Facility which has not been discharged in
full or in respect of which the obligations of the relevant Borrower or the Lender
under this agreement have not been satisfied.Current Credit Support 
Document
    
    each Credit Support Document which has not been discharged in full or in respect of
which a Borrowers obligations under this agreement have not been satisfied.
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Term
    

    MeaningCurrent Documentary LC
    
  each Documentary LC which has not been discharged in full or in respect of which a
Borrowers obligations under this agreement have not been satisfied.Current Amount
    
  in respect of a Facility, at any time:19   for a Funding Portion under the Cash Advance Facility or Overdraft
Facility, or for a Trade Advance or Proceeds of Negotiation denominated in:   the Commitment Currency, the principal amount of that Funding Portion
outstanding at that time;   a currency other than the Commitment Currency, the Equivalent Amount
at that time of the principal amount of that Funding Portion outstanding at that
time;20   for a Credit Support Document under the Credit Support Facility
denominated in:   Dollars, its Face Value Amount at that time;   a Foreign Currency, the Equivalent Amount at that time of its Face
Value Amount at that time; and21   for a Documentary LC under the Trade Finance Facility denominated in:   Dollars, its Face Value Amount at that time;   a Foreign Currency, the Equivalent Amount at that time of its Face
Value Amount at that time.22   for a Bill under the Commercial Bills Facility denominated in Dollars, its
Face Value Amount at that time.Discount Amount
    
  in respect of a Bill discounted by the Lender, the Dollar amount derived by
application of the following formulaFVA -

FVA x
3650036500 + (D x R)where:FVA equals the Face Value Amount of the Bill;R equals the Bill Discount Rate on the Funding Date on which the Bill is discounted
(expressed as a number eg 10.74% is expressed as 10.74); andD equals the number of days in the Funding Period for the Bill.Documentary LC
    
  a documentary letter of credit issued by the Lender under the Trade Finance Facility.Equivalent Amount
    
  in relation to a Funding Portion drawn under a Facility which is expressed in a
currency (first currency) which is not the Commitment Currency of that Facility, at
any time, the amount of the Commitment Currency determined by translating that amount
of the first currency into the Commitment Currency at the Exchange Rate for the first
currency at that time.
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Term
    
    MeaningEuro, euroand 
    
    the single lawful currency of a Participating Member State.Event of Default
    
    any event specified in clause 12.1.Exchange Rate
    
    in relation to any currency, the spot rate of exchange determined by the Lender to be
the rate of exchange to buy that currency with an applicable Commitment Currency.Exchange Rate 
Calculation Date
    
    the last Business Day of each month.Expiry Date
    
    in relation to a Credit Support Document or a Documentary LC, the expiry date for
that Credit Support Document or Documentary LC as specified in that Credit Support
Document or Documentary LC (as applicable).Face Value Amount
    
    at any time:23   in relation to a Credit Support Document, the amount stated in, or
determined in accordance with, the Credit Support Document as the maximum amount
payable under it at that time;24   in relation to a Documentary LC, the amount stated in, or determined in
accordance with, the Documentary LC as the maximum amount payable under it at that
time; and25   in relation to a Bill, the amount stated on the Bill as the maximum amount
payable under the Bill.Facility
    
    the A$ Facility, the US$ Facility and the GBP Facility which may be comprised of any
one of the Sub-facilities, subject to clause 6.1.Facility Limit
    
    26   in respect of the A$ Facility, the A$ Facility Limit;27   in respect of the US$ Facility, the US$ Facility Limit; and28   in respect of the GBP Facility, the GBP Facility Limit.[*]
    
    [*]Fee Schedule
    
    the schedule of fees and charges set out in Schedule 3.Final Termination Date
    
    the date specified as such in Part D of the Key Terms Schedule as extended from time
to time in accordance with clause 3.5.Finance Contract
    
    any written contract or arrangement between a Borrower under the Credit Support
Facility, or a Borrower of a Documentary LC under the Trade Finance Facility, and a
Beneficiary which requires the Borrower to pay or repay to any person any amount due
in respect of financial accommodation.Financial Close
    
    the date on which all of the conditions set out in clause 2.1 are first satisfied or
waived by the Lender.
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Term
    
    MeaningForeign Bill
    
    a negotiable instrument (whether clean or documentary) where the party named as
drawee is not a resident of Australia, which is in a form satisfactory to the Lender.Foreign Currency
    
    US Dollars, Sterling, CAD, SGD and Euro and any other foreign currency which is
freely transferable and convertible into Dollars.Funding Date
    
    the date on which a Funding Portion is provided, or is to be provided, to or for the
account of a Borrower under this agreement.Funding Notice
    
    a notice given under clause 4.1.Funding Period
    
    for a Funding Portion, a period selected or determined under clause 4.5.Funding Portion
    
    each portion of the Commitment for a Facility provided under this agreement.Funding Rate
    
    in respect of a Funding Period for a Funding Portion under the Cash Advance Facility
or provided as a Trade Advance under the Trade Finance Facility, the aggregate of:   the Base Rate on the Rate Set Date for that Funding Period; and   the Margin.Gearing Ratio
    
    for a Calculation Period, the ratio of Financial Indebtedness of the Sims Group to
EBITDA.Group Limit Facility
    
    the group limit overdraft facility dated on or about the date of this agreement
between, amongst others, the Lender and Sims.GBP Facility
    
    the Facility denominated in Sterling , which may be drawn in Sterling or any other
Available Currency agreed by the Lender from time to time up to the GBP Facility
Limit, made available by the Lender to the Borrowers under this agreement and on the
terms set out in Part C of the Key Terms Schedule.GBP Facility Limit
    
    the Facility Limit in respect of the GBP Facility (if any) as specified in Part C
of the Key Terms Schedule, as adjusted under this agreement.Interest Payment Date
    
    the last day of each Funding Period.Key Terms Schedule
    
    the Key Terms Schedule set out in Schedule 2 as amended, supplemented or
replaced from time to time in accordance with this agreement.
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Term
    
    MeaningLending Office
    
    29   the Sydney Lending Office;30   the office of the Lender at Senator House, 85 Queen Victoria Street London
EC4V4HA, England;31   the office of the Lender at Level 17, 599 Lexington Avenue New York 10022,
USA; or32   any other office notified by the Lender under this agreement.Liquidity Bill
    
    a Bill drawn under clause 5.9.Margin
    
    33   on any date in respect of a Funding Portion under the Cash Advance
Facility, an amount payable under clause 14 or the Commitment Fee Rate, the % per
annum specified in Part 1 of the Key Terms Schedule under the heading Margin which
corresponds to the most recent Gearing Ratio (as set out in the most recent
Compliance Certificate provided by Sims); and34   in respect of a Funding Portion provided as a Trade Advance under the
Trade Finance Facility, the % per annum specified in Part 4 of the Key Terms Schedule
under the heading Margin which corresponds to the most recent Gearing Ratio (as set
out in the most recent Compliance Certificate provided by Sims).Net Bill Proceeds
    
    in respect of a Bill discounted by the Lender under the Commercial Bills Facility,
the amount to be provided by the Lender in respect of that Bill in accordance with
clause 6.9.Obligation
    
    any obligation to make payment in respect of an underlying trade transaction, either
pre or post-shipment.Original Amount
    
    in respect of a Facility:35   for a Funding Portion under the Cash Advance Facility or Overdraft
Facility or for a Trade Advance or Proceeds of Negotiation under the Trade Finance
Facility denominated in:   the Commitment Currency, the amount of that Funding Portion;   a currency which is not the Commitment Currency, the Equivalent
Amount of that Funding Portion calculated at the Exchange Rate for that currency on
the Funding Date for that Funding Portion; and36   for a Credit Support Document under the Credit Support Facility or a
Documentary LC under the Trade Finance Facility denominated in:   Dollars, its Face Value Amount on its Funding Date;   a Foreign Currency, the Equivalent Amount of its Face Value Amount
calculated on the Funding Date for that Credit Support Document; and37   for a Bill under the Commercial Bills Facility, its Face Value Amount on
its Funding Date.Outstanding Current Bill 
Amount
    
    in respect of a Bill Funding and in relation to any Funding Date, the aggregate Face
Value Amount of all Current Bills under the Commercial Bills Facility which mature on
or before that Funding Date and which have not been paid by a Borrower or in respect
of which the obligations of a Borrower under clauses 6.11, 6.12, 6.15(a) and 6.15(b)
remain unsatisfied.
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Term
    
    MeaningOverdraft Account
    
    each account of an Overdraft Borrower held with the Lender.Overdraft Borrower
    
    each Overdraft Borrower specified in Part 5 of the Key Terms Schedule.Overdraft Facility
    
    if specified as Available in Part 5 of the Key Terms Schedule, the overdraft
facility made available by the Lender to the Overdraft Borrowers under clause 9 and
on the terms set out in Part 5 of the Key Terms Schedule and the Group Limit
Facility.Overdraft Facility Limit
    
    the Cap Limit as defined in the Group Limit Facility.Overdue Margin
    
    the Overdue Margin specified in Part D of the Key Terms Schedule.Overdue Rate
    
    in relation to an overdue amount, the aggregate of:38   the Overdue Margin;39   the Margin; and40   the Base Rate for the currency in which that overdue amount is payable on
the relevant date on which the Overdue Rate is calculated under clause 14, as
determined by the Lender in accordance with the definition of Base Rate in this
clause 1.2 except that in making the determination all references in that definition
to:   Funding Period are references to a period of 30 days;   Rate Set Date are to the relevant date on which that Overdue Rate
is calculated under clause 14; and   Funding Portion are to that overdue amount.Participating Member 
State
    
    any member state of the European Communities that adopts or has adopted the Euro as
its lawful currency in accordance with legislation of the European Community relating
to the Economic and Monetary Union.Payment Documents
    
    the documents against which the Lender is required to make payment under any
Documentary LC.Principal Outstanding
    
    at any time in relation to a Facility, the aggregate Current Amount of all
outstanding Funding Portions under that Facility.Proceeds of Negotiation
    
    in respect of the Trade Finance Facility, a Funding Portion, being the proceeds of
negotiation of a Foreign Bill, that is provided in Same Day Funds in an Available
Currency as specified in the relevant Funding Notice.Rate Set Date
    
    in respect of a Funding Period for a Funding Portion:41   denominated in Dollars, the first day of that Funding Period; and42   denominated in US Dollars, 2 days (excluding Saturday, Sunday and public
holidays and being days on which banks are open for business in London and New York)
before the first day of that Funding Period;
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Term
    
    Meaning43   denominated in Euro, 2 TARGET Days before the first day of that period;44   denominated in CAD, 2 days (excluding Saturday, Sunday and public holidays
and being days on which banks are open for business in Ottawa) before the first day
of that Funding Period;45   denominated in Sterling, the first day of that Funding Period; and46   denominated in any other Available Currency, the date agreed by the Lender
at the time such currency is approved by the Lender..Reference Bank
    
    47   Commonwealth Bank of Australia;48   Westpac Banking Corporation;49   Australia and New Zealand Banking Group Limited; and50   National Australia Bank Limited,
or such other person as the Lender and the Borrower may agree.Relevant Credit Support
    
    51   each Transaction Document;Documents
    
    52   each Credit Support Document;53   each Documentary LC; and54   each Beneficiary Contract.Relevant Currency
    
    the currency in which a payment is required to be made under the Transaction
Documents and is:55   for any Funding Portion or other payment obligation denominated in
Dollars, Dollars;56   for any Funding Portion or other payment obligation denominated in a
Foreign Currency, that Foreign Currency; and57   in any other case, if not expressly stated to be another currency, Dollars.Relevant Interbank Market
    
    58   in relation to A$, the Australian bank bill market;59   in relation to US Dollars, CAD or Sterling, the London interbank market;
and60   in relation to Euro, the interbank market for Euro operating in
Participating Member States.Renewal Notice
    
    a renewal notice substantially in the form set out in Schedule 6.Revised Commitment Notice
    
    a revised commitment notice substantially in the form set out in Schedule 7.SGD
    
    the lawful currency of the Republic of Singapore.Selection Date
    
    the last day of an Interest Period.Selection Notice
    
    a notice given under clause 5.4.
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Term
    
    MeaningStandby LC
    
    a standby letter of credit issued by the Lender under the Credit Support Facility.Sterling, GBPand £
    
    the lawful currency of the United Kingdom.Sub-facility
    
    61   the Cash Advance Facility;62   the Commercial Bills Facility;63   the Credit Support Facility;64   the Trade Finance Facility; and65   the Overdraft Facility.Sydney Lending Office
    
    the office of the Lender set out on page 1 of this agreement.TARGET
    
    Trans-European Automated Real-time Gross Settlement Express Transfer payment system.TARGET Day
    
    a day on which TARGET is open for settlement of payments in Euro.Termination Date
    
    in relation to:66   the A$ Facility, the Termination Date in respect of the A$ Facility as
specified in Part A of the Key Terms Schedule;67   the US$ Facility, the Termination Date in respect of the US$ Facility as
specified in Part B of the Key Terms Schedule;68   the GBP Facility, the Termination Date in respect of the GBP Facility as
specified in Part C of the Key Terms Schedule;or in each case any later date agreed to by the Borrowers and the Lender.Trade Advance
    
    in respect of the Trade Finance Facility, a Funding Portion that is provided in Same
Day Funds in an Available Currency as specified in the relevant Funding Notice.Trade Advance Request
    
    a request for a Trade Advance in the form most recently notified to Sims by the
Lender.Trade Finance Facility
    
    if specified as Available in Part 4 of the Key Terms Schedule, the trade finance
facility made available by the Lender to the Borrowers under clause 8 and on the
terms set out in Part 4 of the Key Terms Schedule.Trade Finance Facility 
Limit
    
    the Facility Limit in respect of the Trade Finance Facility (if any) as specified
in Part 4 of the Key Terms Schedule, as adjusted under this agreement.Transaction Document
    
    69   this agreement;70   each [*];71   the Common Terms Deed;
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Term
    
    Meaning72   the Group Limit Facility;73   each Renewal Notice and Key Terms Schedule;74   each Transaction Document of the Lender, as defined in the Common Terms
Deed;75   any other document designated as such by the Borrowers and the Lender,
or any document or agreement entered into or given under any of the above.Undrawn Commitment
    
    at any time in relation to a Facility, the Commitment for that Facility less the
Principal Outstanding for that Facility.US Dollars, US$or USD
    
    the lawful currency of the United States of America.US$ Facility
    
    the Facility denominated in US Dollars, which may be drawn in US Dollars or any other
Available Currency agreed by the Lender from time to time up to the US$ Facility
Limit, made available by the Lender to the Borrowers under this agreement and on the
terms set out in Part B of the Key Terms Schedule.US$ Facility Limit
    
    the Facility Limit in respect of the US$ Facility (if any) as specified in Part B
of the Key Terms Schedule, as adjusted under this agreement.
 Incorporated definitions
  Incorporated provisions
  Clause 7.17 (Limitation of Liability) of Common Terms Deed
  Conditions precedent
 Conditions precedent to initial Funding Portion
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Verification certificate
 Transaction Documents
   enquiries
 opinions
   Overdraft account authorities
 KYC & AML
 structure diagram
 US solvency certificate
 Conditions precedent to all Funding Portions
  Funding Notice
 Funding Date
 Commitment:
 Facility Limit
 Group Limit
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no Default
 Beneficiary Contract
 GBP, US$ Funding Portions
 Available Currency
 Certified copies
  Benefit of conditions precedent
  Commitment, purpose and availability of Facility
 Provision of Commitment
  Purpose
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Cancellation of Commitment during Availability Period
       Cancellation at end of Availability Period
  Review and renewal of Commitment
 New Termination Date
        [*] Confidential Treatment Requested
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Annual reset of Commitment
 Revised Commitment
    Funding and rate setting procedures
 Delivery of Funding Notice
  [*] Confidential Treatment Requested
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Requirements for a Funding Notice
        Irrevocability of Funding Notice
  Amount of Funding Portions
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Selection of Funding Periods
               Determination of Funding Rate
   Market disruption
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Confidentiality
     Currency movements
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Unavailability of a currency
     Cash Advance Facility
 Provision of Funding Portions
   Number of Funding Portions
  [*] Confidential Treatment Requested
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Consolidation and division of Funding Portions
   Selection Notice
    Repayment
      Prepayment under Cash Advance Facility
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Prepayment date
  Interest
    Liquidity Bills
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Fees
  Commercial Bills Facility
 Availability
  Bill acceptance and endorsement procedure
     Preparation of Bills
        [*] Confidential Treatment Requested
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Failure to prepare Bills
     Form of Bills
             Restriction on use by the Lender
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Tax on Bills
   Signing of Bills and appointment of Lender as attorney
     Notification of rate and discounting procedure
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Bills accepted or endorsed but not discounted
       Borrowers primary liability to pay Bills
  Indemnity in respect of Bills
  Variation of procedures
  Fees
   Repayment by cash cover and netting
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Acknowledgment regarding signed Bills
  Credit Support Facility
 Issue of Credit Support Documents
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Additional Funding Notice requirements
          Form of Credit Support Documents
            Prepayment under Credit Support Facility
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Prepayment date
  Cash cover
       Fees
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Tax on Credit Support Documents
  Liability of Borrowers
   Early expiration or reduction
          Beneficiary Contracts and notification
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Obligations of the Lender
        Indemnity in respect of Credit Support Document
      Unconditional nature of Borrowers obligations
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Trade Finance Facility
 Additional Funding Notice requirements
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Provision of Trade Advances
    Application of Trade Advances
  Repayment of Trade Advances
  Interest on Trade Advances
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Issue of Documentary LCs
  Form of Documentary LCs
         Credit Support Document terms apply to Documentary LC
  Foreign Bills Negotiation
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Interest on Proceeds of Negotiation
    Repayment of Proceeds of Negotiation
   Extension of repayment of Proceeds of Negotiation
  Expiring Bill
 Replacement Bill
   Fees
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Overdraft Facility
 Overdraft Facility
   Funding Portions
   Prepayment
  Fees
  Representations and warranties
 Representations and warranties
  Survival and repetition of representations and warranties
    Reliance by Lender
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Undertakings
 Incorporated undertakings
  Compliance
  Term of undertakings
     Events of Default
 Events of Default
  Effect of Event of Default
  Application of cash cover under Commercial Bills Facility, Trade Finance Facility and Credit
 Support Facility
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New Related Body Corporate
 Existing Accommodation
    Fees
  commitment fee
 [*]
 Interest on overdue amounts
 Payment of interest
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Accrual of interest
    Rate of interest
      Assignment and substitution
  Additional Borrowers
 Additional Borrowers
      [*] Confidential Treatment Requested
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Repetition of Representations
  General
 Governing law and jurisdiction
       Prohibition and enforceability
   Waivers
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Variation
  Cumulative rights
  Counterparts
 This agreement may be executed in any number of counterparts.
 All counterparts, taken together, constitute one instrument.
 A party may execute this agreement by signing any counterpart.
 Attorneys
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Borrowers
    
    
    44Key Terms Schedule
    
    
    47Fee Schedule
    
    
    51Funding Notices
    
    
    54Selection Notice
    
    
    60Renewal Notice
    
    
    62
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Schedule 1
  Clause 1.2 (Definitions)
 Jurisdiction ofincorporation /registration /Name
    
    organisation
    
    Company number (if any)Sims Metal Management
Limited
    
    Australia
    
    69 114 838 630Sims Group Australia
Holdings Limited
    
    Australia
    
    37 008 634 526Sims Aluminium Pty Limited
    
    Australia
    
    93 004 370 905Sims Group UK Limited
    
    United Kingdom
    
    3242331Sims Group UK Holdings
Limited
    
    United Kingdom
    
    2904307Mirec B.V.
    
    The Netherlands
    
    17073024Sims Recycling Solutions AB
    
    Sweden
    
    N/ASims Group USA Corporation
    
    Delaware
    
    N/ASims Group Global Trade
Corporation
    
    Delaware
    
    N/ANorth Carolina Resource
Conservation, LLC
    
    North Carolina
    
    N/ASims Group USA Holdings
Corporation
    
    Delaware
    
    N/ASchiabo Larovo Corporation
    
    Delaware
    
    N/A
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Jurisdiction ofincorporation /registration /Name
    
    organisation
    
    Company number (if any)Simsmetal East LLC
    
    Delaware
    
    N/ASimsmetal West LLC
    
    Delaware
    
    N/AMetal Management, Inc.
    
    Delaware
    
    N/AMetal Management Alabama,
Inc.
    
    Delaware
    
    N/AMetal Management Arizona,
L.L.C.
    
    Arizona
    
    N/ASMM New England Corporation
(formerly known as Metal
Management Connecticut,
Inc.)
    
    Delaware
    
    N/AMetal Management Memphis,
L.L.C.
    
    Tennessee
    
    N/AMetal Management Midwest,
Inc.
    
    Illinois
    
    N/AMetal Management
Mississippi, Inc.
    
    Delaware
    
    N/AMetal Management Northeast,
Inc.
    
    New Jersey
    
    N/AMetal Management Ohio, Inc.
    
    Ohio
    
    N/AMetal Management West, Inc.
    
    Colorado
    
    N/AProler Southwest LP
    
    Texas
    
    N/AMetal Dynamics Detroit LLC
    
    Delaware
    
    N/A
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Jurisdiction ofincorporation /registration /Name
    
    organisation
    
    Company number (if any)Sims 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
    Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Acquisition financing and for general corporate purposes.Margin
    
    The Margin determined in accordance with the following table:Gearing Ratio
    
    Margin
(3 years)[*]
    
    [*]
 Part 2  Bills Facility
 Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Financing or supporting the working capital
needs of the Sims Group and for general
corporate purposes.Bill Acceptance /
Endorsement Fee Rate
    
    The Bill Acceptance / Endorsement Fee Rate determined in accordance with the following table:Gearing Ratio
    
    Bill Acceptance /Endorsement
Fee Rate[*]
    
    [*]
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Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Financing or supporting the working capital
needs of the Sims Group and for general
corporate purposes.Credit Support Document 
Fee Rate
    
    The Credit Support Document Fee Rate
determined in accordance with the following
table:Gearing Ratio
    
    Credit Support Document
Fee Rate[*]
    
    [*]
  Facility
    
    Available.Documentary LCs
    
    Available.Trade Advances
    
    Available.Proceeds of Negotiation
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    The financing or refinancing of Obligations.Margin
    
    The Margin determined in accordance with the following table:Gearing Ratio
    
    Margin[*]
    
    [*]
  Facility
    
    Available.Purpose
    
    Financing or supporting the working capital needs of the Sims Group.Overdraft Borrower
    
    76 Sims Group Australia Holdings Limited;77 Sims Aluminium Pty Limited;78 Sims Metal Management Ltd; and79 any other entity agreed by the Lender to be an
Applicant for the purposes of the Group Limit Facility in
accordance with paragraph (2)(g) of the Group Limit Facility.
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Facility
    
    Available.Facility Limit
    
    A$87,200,000Termination Date
    
    The date which is three years after the date of the
Common Terms Deed.
  Facility
    
    Available.Facility Limit
    
    US$250,000,000Termination Date
    
    The date which is three years after the date of the
Common Terms Deed.
  Facility
    
    Available.Facility Limit
    
    £82,500,000Termination Date
    
    The date which is three years after the date of the
Common Terms Deed.
  Commitment
    
    A$ Facility
    
    US$ Facility
    
    GBP FacilitymillionsA$87.2
    
    US$250
    
    £82.5Commitment Fee Rate
    
    On any date, [*]of the applicable Margin on that date.Final Termination Date
    
    The date which is three years after the date of the Common Terms
Deed.Overdue Margin
    
    [*]per annum.
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Schedule 3
  Cash Advance Facility fees
  Commercial Bills Facility fees
 Charge type
    
    Pricing
    
    Min/MaxBill Handling Fee
    
    A$150
    
    n/a
 Credit Support Facility fees
  Trade Finance Facility fees
 ProductImports
    
    Charge Type
    
    Pricing
    
    Min/MaxImport Documentary
Collections
    
    Document handling
    
    0.25% of collection amount
    
    A$100 / A$1000Accepted Bills received for
payment
    
    A$80
    
    n/aDocuments free of payment
    
    A$80
    
    n/aConsignment
    
    A$100
    
    n/aAWB release issuance
    
    A$100
    
    n/aAvalisation Bills of Exchange
    
    On application
    
    MinA$100Additional handling charges
    
    A$80
    
    n/aImport collection
cancellation
    
    A$75
    
    A$75Import Documentary
Letters of Credits
(IDLC)
    
    Issuance
    
    0.125% of amount for each
6 month period or part
thereof
    
    A$100
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ProductImports
    
    Charge Type
    
    Pricing
    
    Min/MaxIssuance  via banks
e-channel
    
    0.125% of amount for each
6 month period or part
thereof
    
    A$75Amendment
    
    A$80
    
    n/ aAmendment  via banks
e-channel
    
    A$65
    
    n/aIncrease in value
    
    0.125% of amount for each
6 month period or part
thereof
    
    n/aExtension of expiry
    
    0.125% of amount for each
6 month period or part
thereof
    
    n/aBack-to-back issuance
    
    Price on Application
    
    MinA$300Cash-covered issuance
structuring
    
    Price on application
    
    Min A$100Banks e-channel
    
    System set-up
    
    n/a
    
    n/aMonthly channel cost
    
    n/a
    
    n/aDrawings under IDLC
    
    Document handling
    
    0.3%
    
    A$100 / A$1000Acceptance/deferred payment
    
    0.125% per 30 day period
or part thereof
    
    MinA$80Drawing under expired DC
    
    A$80
    
    n/aDiscrepancy fee
    
    US$100 or A$ Equivalent
    
    n/aReimbursement Commission
    
    US$100 or A$ Equivalent
    
    n/aTelex fee
    
    US$20 or A$ Equivalent
    
    n/aExportsExport Documentary 
Collections
    
    Document handling
    
    0.25%( includes GST)
    
    A$100 / A$1000Documents free of payment
    
    A$80 ( includes GST)
    
    n/aTracers for payment
    
    A$20
    
    n/aAdditional handling charges
    
    A$80 ( includes GST)
    
    n/aForeign Bills Negotiated
    
    Document handling
    
    0.25% (GST exempt)
    
    A$100 / A$1000Additional handling charges
    
    A$80 ( includes GST)
    
    n/a
 [*] Confidential Treatment Requested
 51




---



##### 



ProductImports
    
    Charge Type
    
    Pricing
    
    Min/MaxExport Documentary 
Letters Credits (EDLC)
    
    Advising
    
    A$90
    
    n/aAdvising of amendments
    
    A$50
    
    n/aAssignment of proceeds
    
    A$100
    
    n/aTransfer of EDLC
    
    0.25%on value of transfer
    
    Min A$300Transfer of amendment
    
    A$80
    
    n/aConfirmation of EDLC (charge
for Bank and Country Risk)
    
    Point of application
    
    Min US$50Without Recourse Export
Finance
    
    Point of applicationDrawings under EDLC
    
    Document handling
    
    0.25%
    
    A$80 / A$1000Acceptance
    
    Price on application
    
    MinA$80Discrepancy fee
    
    A$50
    
    n/aTelex fee
    
    US$20 or A$ equivalent
    
    n/aTrade Advances
    
    Draw down
    
    A$50
    
    n/aRoll over
    
    A$50
    
    n/aPrepayment
    
    A$50 plus Break Costs
    
    n/aLate payment fee
    
    A$50
    
    n/aOut of pocket expenses
    
    SWIFT per message
    
    MinA$15
    
    n/aTelex per message
    
    MinA$20
    
    n/aFax per message
(international)
    
    MinA$20
    
    n/aFax per message (domestic)
    
    MinA$5 plus A$1 per page
    
    n/aCourier (International)
    
    At cost
    
    MinA$30Courier (domestic)
    
    At cost
    
    MinA$20Express post
    
    At cost
    
    Min A$10
 [*] Confidential Treatment Requested
 52




---



##### 



Schedule 4
  Clause
4.2 (Requirements for a Funding Notice)
  Lender
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  [ insert date ] Funding Date
 insert amount
  Principal Amount(in Dollars or
    
    
    
    
    
    Obligation (TradeDollars or specify
    
    applicable Foreign
    
    
    
    
    
    Finance FacilityBorrower
    
    Facility
    
    Sub-facility
    
    Foreign Currency
    
    Currency)
    
    Original Amount
    
    Funding Period
    
    only)
  [ insert account number ] [ insert
details ]
 Note: for Proceeds of Negotiation only
 [, except as follows: [ insert details ], and we propose the
following remedial action [ insert details ]]
 [*] Confidential Treatment Requested
 53




---



##### 



dateSigned for and on behalf of[insert Borrower]
bysign
here ►Officerprint name
 [*] Confidential Treatment Requested
 54




---



##### 



Clause
4.2 (Requirements for a Funding Notice)
 Lender
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  [ insert date ] Funding Date
 [ insert amount ]
  Face ValueBorrower
    
    Facility
    
    Amount
    
    Funding Period
   [, except as follows: [ insert details ], and we propose the
following remedial action [ insert details ]]
  [*] Confidential Treatment Requested
 55




---



##### 



dateSigned for and on behalf of[insert Borrower]
bysign
here ►Officerprint name
 [*] Confidential Treatment Requested
 56




---



##### 



Clause
4.2 (Requirements for a Funding Notice)
 Lender
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  [ insert date ] Funding Date
 [ insert amount ]
  Type ofcontingent
    
    
    
    Face Value Amountliability
    
    
    
    (in Dollars or(Documentary
    
    
    
    applicableLC, Standby LC
    
    Expiry
    
    Foreign
    
    OriginalBorrower
    
    Facility
    
Sub-facility
    
or Bank Guarantee)
    
Date
    
Currency)
    
Amount
    
Beneficiary
 A copy of the Beneficiary Contract for each Credit Support Document requested above is
attached.
   insert
details
  [, except as follows: [ insert details ], and we propose the
following remedial action [ insert details ]]
  [*] Confidential Treatment Requested
 57




---



##### 



dateSigned for and on behalf of[insert Borrower]
bysign
here ►Officerprint name
 [*] Confidential Treatment Requested
 58




---



##### 



Schedule 5
  Clause
5.4 (Selection Notice)
 Lender
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  [insert details of
Funding Portion including the Principal Amount, existing Funding Period, new Funding
Period and Selection Date]
 [insert details of Funding
Portion including the Principal Amount, existing Funding Period, new divided Funding Portions
and new Funding Periods for the divided Funding Portions
 [, except as follows:
[ insert details ], and we propose the following remedial action [ insert details ]]
  [*] Confidential Treatment Requested
 59




---



##### 



dateSigned for and on behalf of[insert Borrower]
bysign
here ►Officerprint name
 [*] Confidential Treatment Requested
 60




---



##### 



Schedule 6
  Sims
 [ insert relevant name ]
  Borrowers Lender Facility Agreement
 insert date Existing Final Termination Date insert date New Final Termination Date
   insert additional conditions precedent as required
 insert date which is
to be the upcoming anniversary date of the Common Terms Deed
    Group Limit Amount (A$)
    
    Margin[*]
    
    [*][*]
    
    [*]
  [*] Confidential Treatment Requested
 61




---



##### 



to be inserted
 Lender
 Commonwealth Bank of Australia
 sign here►Attorneyprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 62




---



##### 



Sims
 Sims Metal Management Limited
 sign here►Directorprint namesign here►Director/Company Secretaryprint name
 [*] Confidential Treatment Requested
 63




---



##### 



Schedule 7
  Sims
 [ insert relevant name ]
  Borrowers Lender Facility Agreement
  (a)
    
    A$ Facility, will be A$[insert], determined by reference to the following agreed rate of
exchange: [insert].(b)
    
    US$ Facility, will be US$[insert], determined by reference to the following agreed rate of
exchange: [insert].(c)
    
    GBP$ Facility, will be £[insert], determined by reference to the following agreed rate
of exchange: [insert],
    [*] Confidential Treatment Requested
 64




---



##### 



Lender
 Commonwealth Bank of Australia
 sign here►Attorneyprint namein the presence ofsign here►Witnessprint name
  Sims
 Sims Metal Management Limited
 sign here►Directorprint namesign here►Director/Company Secretaryprint name
 Date signed by Sims
 [*] Confidential Treatment Requested
 65




---



##### 



Sims
 Sims Metal Management Limited
 sign here►Company Secretary/Directorprint namesign here►Directorprint name
 Borrower
 Sims Group Australia Holdings Limited
 sign here►Company Secretary/Directorprint namesign here►Directorprint name
 [*] Confidential Treatment Requested
 66




---



##### 



Borrower
 Sims Aluminium Pty Limited
 sign here►Company Secretary/Directorprint namesign here►Directorprint name
 Borrower
 Sims Group UK Limited
 sign here►Company Secretary/Directorprint namesign here►Directorprint name
 [*] Confidential Treatment Requested
 67




---



##### 



Borrower
 Sims Group UK Holdings Limited
 sign here►Company Secretary/Directorprint namesign here►Directorprint name
 Borrower
 Mirec B.V.
 sign here►Company Secretary/Directorprint namesign here►Directorprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 68




---



##### 



Borrower
 Sims Recycling Solutions AB
 sign here►Company Secretary/Directorprint namesign here►Directorprint namein the presence ofsign here►Witnessprint name
 Borrower
 Sims Group USA Corporation
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 69




---



##### 



Borrower
 Sims Group Global Trade Corporation
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 North Carolina Resource Conservation, LLC
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 70




---



##### 



Borrower
 Sims Group USA Holdings Corporation
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Schiabo Larovo Corporation
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 71




---



##### 



Borrower
 Simsmetal East LLC
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Simsmetal West LLC
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 72




---



##### 



Borrower
 Metal Management, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Metal Management Alabama, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 73




---



##### 



Borrower
 Metal Management Arizona, L.L.C.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 SMM New England Corporation (formerly known as Metal
Management Connecticut, Inc.)
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 74




---



##### 



Borrower
 Metal Management Memphis, L.L.C.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Metal Management Midwest, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 75




---



##### 



Borrower
 Metal Management Mississippi, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Metal Management Northeast, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 76




---



##### 



Borrower
 Metal Management Ohio, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Metal Management West, Inc.
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 77




---



##### 



Borrower
 Proler Southwest LP
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Metal Dynamics Detroit LLC
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 78




---



##### 



Borrower
 Sims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)
 sign here►OfficerBy executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreementprint namein the presence ofsign here►Witnessprint name
 Borrower
 Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)
 sign here►OfficerBy executing this agreement the signatory states that the signatory
has received no notice of revocation of the authority under which the
signatory signs this agreementprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 79




---



##### 



Lender
 Commonwealth Bank of Australia
 sign here►Attorneyprint namein the presence ofsign here►Witnessprint name
 [*] Confidential Treatment Requested
 80




---



##### 



[*] Confidential Treatment Requested
 81




---



##### 



Attachment 1
  Clauses
1.2 (Definitions) and 16 (Additional Borrowers)
  This deed is made bySims
    
    Sims Metal Management LimitedACN 114 838 630 of Sir Joseph Banks Corporate
Park, Suite 3, Level 2 32-34 Lord Street Botany
NSW 2019Additional Borrower[s]
    
    [           ][insert ACN/ABN/ARBN]of [           ]Background
    
    80   Under the Facility Agreement dated 2
November 2009, as amended from time to time
(Facility Agreement) between each party listed
in Schedule 1 of that agreement (as Borrowers)
and Commonwealth Bank of Australia (as Lender)
a person may become a Borrower by execution of
this deed.81   The Additional Borrower[s] wish[es]
to become a Borrower on the terms and
conditions set out in this deed.
    [*] Confidential Treatment Requested
 82




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##### 



Existing Borrower
 Term
    
    MeaningExisting Borrower
    
    each person which is a Borrower under the Facility
Agreement at the time of execution of this deed.
             [*] Confidential Treatment Requested




---



##### 



Address:
    
    [            ].Attention:
    
    [            ].Facsimile:
    
    [            ].
   [*] Confidential Treatment Requested




---



##### 



EXECUTED
 SimsSigned sealed and delivered bySims Metal Management Limitedbysign here►
    
    /s/ Frank Moratti

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

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

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

Directorprint name
    
    Rodney Shields
 [*] Confidential Treatment Requested




---



##### 



BorrowerSigned sealed and delivered bySims Aluminium Pty Limitedbysign here ►
    
    /s/ Frank Moratti

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

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

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

Directorprint name
    
    G. Davy
 [*] Confidential Treatment Requested




---



##### 



BorrowerSigned sealed and delivered bySims Group UK Holdings Limitedbysign here ►
    
    /s/ M. Coombs

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

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

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

Directorprint name
    
    G. Davyin the presence ofsign here ►
    
    /s/ Jon Godfrey

Witnessprint name
    
    Jon Godfrey
 [*] Confidential Treatment Requested




---



##### 



BorrowerSigned sealed and delivered bySims Recycling Solutions ABbysign here ►
    
    /s/ M. Coombs

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

Directorprint name
    
    G. Davyin the presence ofsign here ►
    
    /s/ Jon Godfrey

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

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

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




---



##### 



BorrowerSigned sealed and delivered forSims Group Global Trade Corporationby its officersign here ►
    
    /s/ Myles Partridge

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

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

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

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




---



##### 



BorrowerSigned sealed and delivered forSims Group USA Holdings Corporationby its officersign here ►
    
    /s/ Myles Partridge

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

Witnessprint name
    
    Brian S. Brandt
 BorrowerSigned sealed and delivered forSchiabo Larovo Corporationby its officersign here ►
    
    /s/ Myles Partridge

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

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




---



##### 



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

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

Witnessprint name
    
    Brian S. Brandt
 BorrowerSigned sealed and delivered forSimsmetal West LLCby its officersign here ►
    
    /s/ Myles Partridge

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

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




---



##### 



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

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

Witnessprint name
    
    Jocelyn Francis
 BorrowerSigned sealed and delivered forMetal Management Alabama, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

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

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

Witnessprint name
    
    Jocelyn Francis
 BorrowerSigned sealed and delivered forMetal Management Midwest, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

Witnessprint name
    
    Jocelyn Francis
 BorrowerSigned sealed and delivered forMetal Management Northeast, Inc.by its officersign here ►
    
    /s/ Robert C. Larry

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

Witnessprint name
    
    Jocelyn Francis
 BorrowerSigned sealed and delivered forMetal Management West, Inc.by its officersign here  ►
    
    /s/ Robert C. Larry

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

Witnessprint name
    
    Jocelyn Francis
 BorrowerSigned sealed and delivered forMetal Dynamics Detroit LLCby its officersign here ►
    
    /s/ Robert C. Larry

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

Witnessprint name
    
    Jocelyn Francis
 [*] Confidential Treatment Requested




---



##### 



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

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

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

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

Witnessprint name
    
    Jeanne Grimmer
 [*] Confidential Treatment Requested




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##### 



LenderSigned sealed and delivered forCommonwealth Bank of Australiaby its attorneysign here ►
    
    /s/ Penelope Bishop

Attorneyprint name
    
    Penelope Bishopin the presence ofsign here ►
    
    /s/ Katherine Morrison

Witnessprint name
    
    Katherine Morrison
 [*] Confidential Treatment Requested