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. The Directors Sims Metal Management Limited...

Exhibit 4.28

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.

3 May 2010

The Directors
Xxxx Metal Management Limited
Xxx Xxxxxx Xxxxx Corporate Park
Suite 3, Xxxxx 0
00-00 Xxxx Xxxxxx
Xxxxxx XXX 0000

Attention: Xx Xxxxx Xxxxxxxx

Dear Sirs

Multi-Currency Revolving Floating Rate Cash Advance Facility

We refer to the Letter of Offer dated 13 March 2009 between Xxxx Metal Management Limited ABN 69 114 838 630 (Sims) and National Australia Bank Limited (Bank) (Agreement).

Terms defined in the Agreement have the same meanings in this letter, unless the context requires a different meaning.

The Bank agrees, subject to Sims’ and the Borrowers’ acceptance of the terms of this letter that, as at the date of this letter, clause 2.1 of the Agreement is varied so that the second column at clause 2.1 is deleted and replaced with:

     A$150,000,000 (as reduced, the Commitment).

     That maximum applies to the Borrowers as a whole and is not a limit applying to each Borrower individually

Furthermore, pursuant to clause 2.7 of the Agreement, the Bank by notice to Sims, extend the Repayment Date of the Facility to 13 March 2012 on the following terms.

1.		[*]
2.		The Margin grid set out in Clause 2.3 of the Agreement is replaced with the following

Total Finance Debt / EBITDA		Margin
[*]		[*]

[*] Confidential Treatment Requested

3. The Commitment Fee set out in Clause 2.9 of the Agreement is amended to [*] of the applicable Margin.

If Sims and the Borrowers agree to the increase in the Commitment to A$150,000,000 and the extension of the Repayment Date on the terms set out above, kindly acknowledge your acceptance in the place provided below and return to the Bank an executed copy of this letter. If Sims and the Borrowers do not want the increase in the Commitment to A$150,000,000 and the Repayment Date extended as set out in this letter, please notify the Bank within 5 Business Days of the date of this letter; in which event the Commitment will not be increased from its current A$100,000,000 and the Repayment Date will not be extended and the Commitment will be cancelled on the current Repayment Date.

This letter is a Bank Document for the purpose of the Standard Terms. This letter may be signed in any number of counterparts and this has the same effect as if the signature on the counterpart were on a single copy of the letter.

Yours faithfully

Signed by or on behalf of National Australia Bank Limited

Xxxxxx Xxxxxxx
Associate Director
NAB Institutional Banking

Acknowledgement and Acceptance

Sims and each Borrower acknowledge, accept and agree to the terms of this letter by signing below.

EXECUTED by XXXX METAL			)
MANAGEMENT LIMITED in			)
accordance with section 127(1) of the			)
Corporations Xxx 0000 (Cwlth) by			)
authority of its directors:			)
			)
			)
			)
Signature of director			) )			Signature of director/company secretary*
			)			* delete whichever is not applicable
			)
Name of director (block letters)						Name of director/company secretary* (block letters) * delete whichever is not applicable

[*] Confidential Treatment Requested

Signed by
Xxxx Group Australia Holdings Limited
by a director and secretary/director:

Signature of director		Signature of director/secretary
Name of director (please print)		Name of director/secretary (please print)
Signed by
Xxxx Group UK Limited
by a director and secretary/director:
Signature of director		Signature of director/secretary
Name of director (please print)		Name of director/secretary (please print)
Signed by
Xxxx Group UK Holdings Limited
by a director and secretary/director:
Signature of director		Signature of director/secretary
Name of director (please print)		Name of director/secretary (please print)
Signed by
Mirec BV
by a director and secretary/director:
Signature of director		Signature of director/secretary
Name of director (please print)		Name of director/secretary (please print)

[*] Confidential Treatment Requested

Signed by
Sims Recycling Solutions AB
by a director and secretary/director:
Signature of director		Signature of director/secretary
Name of director (please print)		Name of director/secretary (please print)
Executed by
Xxxx Group USA Corporation
by its officer:
Signature of officer
Name of officer (please print)
Executed by
Xxxx Group Global Trade Corporation
by its officer:
Signature of officer
Name of officer (please print)
Executed by
North Carolina Resource Conservation, LLC
by its officer:
Signature of officer
Name of officer (please print)

[*] Confidential Treatment Requested

Executed by

Xxxx Group USA Holdings Corporation

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Schiabo Larovo Corporation

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Simsmetal East LLC

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Simsmetal West LLC

by its officer:

Signature of officer

Name of officer (please print)

[*] Confidential Treatment Requested

Executed by

Metal Management, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Alabama, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Arizona, L.L.C.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Connecticut, Inc.

by its officer:

Signature of officer

Name of officer (please print)

[*] Confidential Treatment Requested

Executed by

Metal Management Memphis, L.L.C.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Midwest, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Mississippi, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management Northeast, Inc.

by its officer:

Signature of officer

Name of officer (please print)

[*] Confidential Treatment Requested

Executed by

Metal Management Ohio, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Management West, Inc.

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Proler Southwest LP

by its officer:

Signature of officer

Name of officer (please print)

Executed by

Metal Dynamics Detroit LLC

by its officer:

Signature of officer

Name of officer (please print)

[*] Confidential Treatment Requested