exv4w13






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 and
	 

	 	Restatement Deed
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Each company listed in Schedule 1
	 
	 	 
	 

	 	Commonwealth Bank of Australia






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Contents




	 	 	 	 	 

	1. INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Terms defined in the Facility Agreement
	 	 	1	 
	1.3 Rules for interpreting this document
	 	 	2	 
	1.4 Transaction Document
	 	 	2	 
	 
	 	 	 	 
	2. CONSIDERATION
	 	 	2	 
	 
	 	 	 	 
	3. AMENDMENTS
	 	 	2	 
	 
	 	 	 	 
	3.1 Amendment to Facility Agreement
	 	 	2	 
	3.2 Effect of amendment
	 	 	2	 
	 
	 	 	 	 
	4. EFFECTIVE DATE
	 	 	2	 
	 
	 	 	 	 
	5. GENERAL
	 	 	3	 
	 
	 	 	 	 
	5.1 Governing law
	 	 	3	 
	5.2 Prohibition and enforceability
	 	 	3	 
	5.3 Variation
	 	 	3	 
	5.4 Counterparts
	 	 	3	 
	5.5 Attorneys
	 	 	3	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1 BORROWERS
	 	 	4	 
	 
	 	 	 	 
	2 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
	 	 	7	 






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and Restatement Deed 1






 









 








Amendment and Restatement Deed




DATE 23 June  2011




PARTIES





	 	 	Each company listed in Schedule 1 (each a Borrower and 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.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	[*]
	 
	 	 	Common Terms Deed means the “Common Terms Deed” of that title dated on or about the date of
this deed between amongst others, Sims and the Lender.
	 
	 	 	Effective Date has the meaning set out in clause 4.
	 
	 	 	[*]
	 
	 	 	Facility Agreement means 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 Agreement
	 
	 	 	A 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 document
	 
	 	 	Clauses 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.	 	CONSIDERATION
	 
	 	 	Each party acknowledges that it has received valuable consideration for entering into this
document.
	 
	3.	 	AMENDMENTS
	 
	3.1	 	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 DATE
	 
	 	 	The 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.	 	GENERAL
	 
	5.1	 	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	 	Variation
	 
	 	 	A 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	 	Attorneys
	 
	 	 	Each 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	 	69 114 838 630
	 
	 	 	 	 
	Sims Group Australia Holdings Limited
	 	Australia	 	37 008 634 526
	 
	 	 	 	 
	Sims Aluminium Pty Limited
	 	Australia	 	93 004 370 905
	 
	 	 	 	 
	Sims Group UK Limited
	 	United Kingdom	 	3242331
	 
	 	 	 	 
	Sims Group UK Holdings Limited
	 	United Kingdom	 	2904307
	 
	 	 	 	 
	Mirec B.V.
	 	The Netherlands	 	17073024
	 
	 	 	 	 
	Sims Recycling Solutions AB
	 	Sweden	 	N/A
	 
	 	 	 	 
	Sims Group USA Corporation
	 	Delaware	 	N/A
	 
	 	 	 	 
	Sims Group Global Trade Corporation
	 	Delaware	 	N/A
	 
	 	 	 	 
	North Carolina Resource Conservation, LLC
	 	North Carolina	 	N/A
	 
	 	 	 	 
	Sims Group USA Holdings Corporation
	 	Delaware	 	N/A
	 
	 	 	 	 
	Schiabo Larovo Corporation
	 	Delaware	 	N/A
	 
	 	 	 	 
	Simsmetal East LLC
	 	Delaware	 	N/A






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	 	 	Jurisdiction of incorporation /	 	 
	 	 	registration /	 	 
	Name	 	organisation	 	Company number (if any)
	Simsmetal West LLC
	 	Delaware	 	N/A
	 
	 	 	 	 
	Metal Management, Inc.
	 	Delaware	 	N/A
	 
	 	 	 	 
	Metal Management Alabama, Inc.
	 	Delaware	 	N/A
	 
	 	 	 	 
	Metal Management Arizona, L.L.C.
	 	Arizona	 	N/A
	 
	 	 	 	 
	SMM New England Corporation

 (formerly
known as

 Metal Management Connecticut,
Inc.)
	 	Delaware	 	N/A
	 
	 	 	 	 
	Metal Management Memphis, L.L.C.
	 	Tennessee	 	N/A
	 
	 	 	 	 
	Metal Management Midwest, Inc.
	 	Illinois	 	N/A
	 
	 	 	 	 
	Metal Management Mississippi, Inc.
	 	Delaware	 	N/A
	 
	 	 	 	 
	Metal Management Northeast, Inc.
	 	New Jersey	 	N/A
	 
	 	 	 	 
	Metal Management Ohio, Inc.
	 	Ohio	 	N/A
	 
	 	 	 	 
	Metal Management West, Inc.
	 	Colorado	 	N/A
	 
	 	 	 	 
	Proler Southwest LP
	 	Texas	 	N/A
	 
	 	 	 	 
	Metal 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/A
	 
	Sims Recycling Solutions, Inc.

 (formerly
United Refining & Smelting Co)
	 	Illinois	 	N/A






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Schedule 2




AMENDED AND RESTATED FORM OF FACILITY AGREEMENT




Agreement




	 	 	 

	Sims Metal Management Limited
	 	 
	 
	 	 
	Multi-option facility
	 	 
	agreement
	 	 
	 


	 	 
	 
	 	 
	Commonwealth Bank of Australia
	 	 
	 
	 	 
	Each Borrower specified in Schedule 1
	 	 






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Contents




	 	 	 	 	 

	Table of contents
	 	 	 	 
	 
	The agreement

	 	 	1	 
	Operative part

	 	 	2	 
	 
	1 DEFINITIONS AND INTERPRETATION

	 	 	2	 
	 
	1.1 AGREEMENT COMPONENTS

	 	 	2	 
	 
	1.2 DEFINITIONS

	 	 	2	 
	 
	1.3 INCORPORATED DEFINITIONS

	 	 	13	 
	 
	1.4 INCORPORATED PROVISIONS

	 	 	13	 
	 
	1.5 CLAUSE 7.17 (LIMITATION OF LIABILITY) OF COMMON TERMS DEED

	 	 	13	 
	 
	2 CONDITIONS PRECEDENT

	 	 	13	 
	 
	2.1 CONDITIONS PRECEDENT TO INITIAL FUNDING PORTION

	 	 	13	 
	 
	2.2 CONDITIONS PRECEDENT TO ALL FUNDING PORTIONS

	 	 	14	 
	 
	2.3 CERTIFIED COPIES

	 	 	15	 
	 
	2.4 BENEFIT OF CONDITIONS PRECEDENT

	 	 	15	 
	 
	3 COMMITMENT, PURPOSE AND AVAILABILITY OF FACILITY

	 	 	15	 
	 
	3.1 PROVISION OF COMMITMENT

	 	 	15	 
	 
	3.2 PURPOSE

	 	 	15	 
	 
	3.3 CANCELLATION OF COMMITMENT DURING AVAILABILITY PERIOD

	 	 	16	 
	 
	3.4 CANCELLATION AT END OF AVAILABILITY PERIOD

	 	 	16	 
	 
	3.5 REVIEW AND RENEWAL OF COMMITMENT

	 	 	16	 
	 
	3.6 ANNUAL RESET OF COMMITMENT

	 	 	17	 





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	4 FUNDING AND RATE SETTING PROCEDURES

	 	 	17	 
	 
	4.1 DELIVERY OF FUNDING NOTICE

	 	 	17	 
	 
	4.2 REQUIREMENTS FOR A FUNDING NOTICE

	 	 	18	 
	 
	4.3 IRREVOCABILITY OF FUNDING NOTICE

	 	 	18	 
	 
	4.4 AMOUNT OF FUNDING PORTIONS

	 	 	18	 
	 
	4.5 SELECTION OF FUNDING PERIODS

	 	 	19	 
	 
	4.6 DETERMINATION OF FUNDING RATE

	 	 	19	 
	 
	4.7 MARKET DISRUPTION

	 	 	19	 
	 
	4.8 CONFIDENTIALITY

	 	 	20	 
	 
	4.9 CURRENCY MOVEMENTS

	 	 	20	 
	 
	4.10 UNAVAILABILITY OF A CURRENCY

	 	 	21	 
	 
	5 CASH ADVANCE FACILITY

	 	 	21	 
	 
	5.1 PROVISION OF FUNDING PORTIONS

	 	 	21	 
	 
	5.2 NUMBER OF FUNDING PORTIONS

	 	 	21	 
	 
	5.3 CONSOLIDATION AND DIVISION OF FUNDING PORTIONS

	 	 	22	 
	 
	5.4 SELECTION NOTICE

	 	 	22	 
	 
	5.5 REPAYMENT

	 	 	22	 
	 
	5.6 PREPAYMENT UNDER CASH ADVANCE FACILITY

	 	 	22

	 
	 
	5.7 PREPAYMENT DATE

	 	 	23	 
	 
	5.8 INTEREST

	 	 	23	 
	 
	5.9 LIQUIDITY BILLS

	 	 	23	 
	 
	5.10 FEES

	 	 	24	 
	 
	6 COMMERCIAL BILLS FACILITY

	 	 	24	 




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	6.1 AVAILABILITY

	 	 	24	 
	 
	6.2 BILL ACCEPTANCE AND ENDORSEMENT PROCEDURE

	 	 	24	 
	 
	6.3 PREPARATION OF BILLS

	 	 	24	 
	 
	6.4 FAILURE TO PREPARE BILLS

	 	 	25	 
	 
	6.5 FORM OF BILLS

	 	 	25	 
	 
	6.6 RESTRICTION ON USE BY THE LENDER

	 	 	25	 
	 
	6.7 TAX ON BILLS

	 	 	26	 
	 
	6.8 SIGNING OF BILLS AND APPOINTMENT OF LENDER AS ATTORNEY

	 	 	26	 
	 
	6.9 NOTIFICATION OF RATE AND DISCOUNTING PROCEDURE

	 	 	26	 
	 
	6.10 BILLS ACCEPTED OR ENDORSED BUT NOT DISCOUNTED

	 	 	27	 
	 
	6.11 BORROWER’S PRIMARY LIABILITY TO PAY BILLS

	 	 	27	 
	 
	6.12 INDEMNITY IN RESPECT OF BILLS

	 	 	27	 
	 
	6.13 VARIATION OF PROCEDURES

	 	 	27	 
	 
	6.14 FEES

	 	 	27	 
	 
	6.15 REPAYMENT BY CASH COVER AND NETTING

	 	 	28	 
	 
	6.16 ACKNOWLEDGMENT REGARDING SIGNED BILLS

	 	 	28	 
	 
	7 CREDIT SUPPORT FACILITY

	 	 	28	 
	 
	7.1 ISSUE OF CREDIT SUPPORT DOCUMENTS

	 	 	28	 
	 
	7.2 ADDITIONAL FUNDING NOTICE REQUIREMENTS

	 	 	29	 
	 
	7.3 FORM OF CREDIT SUPPORT DOCUMENTS

	 	 	29	 
	 
	7.4 PREPAYMENT UNDER CREDIT SUPPORT FACILITY

	 	 	30	 
	 
	7.5 PREPAYMENT DATE

	 	 	30	 
	 
	7.6 CASH COVER

	 	 	30	 





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	7.7 FEES

	 	 	30	 
	 
	7.8 TAX ON CREDIT SUPPORT DOCUMENTS

	 	 	31	 
	 
	7.9 LIABILITY OF BORROWERS

	 	 	31	 
	 
	7.10 EARLY EXPIRATION OR REDUCTION

	 	 	31	 
	 
	7.11 BENEFICIARY CONTRACTS AND NOTIFICATION

	 	 	32	 
	 
	7.12 OBLIGATIONS OF THE LENDER

	 	 	32	 
	 
	7.13 INDEMNITY IN RESPECT OF CREDIT SUPPORT DOCUMENT

	 	 	32	 
	 
	7.14 UNCONDITIONAL NATURE OF BORROWER’S OBLIGATIONS

	 	 	32	 
	 
	8 TRADE FINANCE FACILITY

	 	 	33	 
	 
	8.1 ADDITIONAL FUNDING NOTICE REQUIREMENTS

	 	 	33	 
	 
	8.2 PROVISION OF TRADE ADVANCES

	 	 	34	 
	 
	8.3 APPLICATION OF TRADE ADVANCES

	 	 	34	 
	 
	8.4 REPAYMENT OF TRADE ADVANCES

	 	 	35	 
	 
	8.5 INTEREST ON TRADE ADVANCES

	 	 	35	 
	 
	8.6 ISSUE OF DOCUMENTARY LCS

	 	 	35	 
	 
	8.7 FORM OF DOCUMENTARY LCS

	 	 	35	 
	 
	8.8 CREDIT SUPPORT DOCUMENT TERMS APPLY TO DOCUMENTARY LC

	 	 	35	 
	 
	8.9 FOREIGN BILLS NEGOTIATION

	 	 	36	 
	 
	8.10 INTEREST ON PROCEEDS OF NEGOTIATION

	 	 	36	 
	 
	8.11 REPAYMENT OF PROCEEDS OF NEGOTIATION

	 	 	36	 
	 
	8.12 EXTENSION OF REPAYMENT OF PROCEEDS OF NEGOTIATION

	 	 	36	 
	 
	8.13 FEES

	 	 	37	 
	 
	9 OVERDRAFT FACILITY

	 	 	37	 




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	9.1 OVERDRAFT FACILITY

	 	 	37	 
	 
	9.2 FUNDING PORTIONS

	 	 	37	 
	 
	9.3 PREPAYMENT

	 	 	37	 
	 
	9.4 FEES

	 	 	37	 
	 
	10 REPRESENTATIONS AND WARRANTIES

	 	 	37	 
	 
	10.1 REPRESENTATIONS AND WARRANTIES

	 	 	37	 
	 
	10.2 SURVIVAL AND REPETITION OF REPRESENTATIONS AND WARRANTIES

	 	 	37	 
	 
	10.3 RELIANCE BY LENDER

	 	 	38	 
	 
	11 UNDERTAKINGS

	 	 	38	 
	 
	11.1 INCORPORATED UNDERTAKINGS

	 	 	38	 
	 
	11.2 COMPLIANCE

	 	 	38	 
	 
	11.3 TERM OF UNDERTAKINGS

	 	 	38	 
	 
	12 EVENTS OF DEFAULT

	 	 	38	 
	 
	12.1 EVENTS OF DEFAULT

	 	 	38	 
	 
	12.2 EFFECT OF EVENT OF DEFAULT

	 	 	38	 
	 
	12.3 APPLICATION OF CASH COVER UNDER COMMERCIAL BILLS FACILITY, TRADE FINANCE FACILITY AND CREDIT SUPPORT FACILITY

	 	 	38	 
	 
	12.4 NEW RELATED BODY CORPORATE

	 	 	39	 
	 
	13 FEES

	 	 	39	 
	 
	14 INTEREST ON OVERDUE AMOUNTS

	 	 	40	 
	 
	14.1 PAYMENT OF INTEREST

	 	 	40	 
	 
	14.2 ACCRUAL OF INTEREST

	 	 	40	 
	 
	14.3 RATE OF INTEREST

	 	 	40	 





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	15 ASSIGNMENT AND SUBSTITUTION

	 	 	40	 
	 
	16 ADDITIONAL BORROWERS

	 	 	40	 
	 
	16.1 ADDITIONAL BORROWERS

	 	 	40	 
	 
	16.2 REPETITION OF REPRESENTATIONS

	 	 	41	 
	 
	17 GENERAL

	 	 	41	 
	 
	17.1 GOVERNING LAW AND JURISDICTION

	 	 	41	 
	 
	17.2 PROHIBITION AND ENFORCEABILITY

	 	 	41	 
	 
	17.3 WAIVERS

	 	 	41	 
	 
	17.4 VARIATION

	 	 	42	 
	 
	17.5 CUMULATIVE RIGHTS

	 	 	42	 
	 
	17.6 COUNTERPARTS

	 	 	42	 
	 
	17.7 ATTORNEYS

	 	 	42	 
	 
	Schedules
	 	 	 	 
	Borrowers

	 	 	44	 
	Key Terms Schedule

	 	 	47	 
	Fee Schedule

	 	 	51	 
	Funding Notices

	 	 	54	 
	Selection Notice

	 	 	60	 
	Renewal Notice

	 	 	62	 
	Revised Commitment Notice

	 	 	65	 
	Signing page

	 	 	67	 
	Attachments
	 	 	 	 
	 
	3 ACCESSION DEED — ADDITIONAL BORROWERS
	 	 	 	 





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The agreement



Multi-option facility agreement








	 	 	 

	Date
	 	 
	 
	 	2 November 2009
	Between the parties
	 	 
	 
	 	 
	Original Borrower

	 	Each of the persons listed in Schedule 1
	 
	 	 
	Lender

	 	Commonwealth Bank of Australia
	 

	 	ABN 48 123 123 124 of Level 21, Darling Park
Tower 1, 201 Sussex Street, Sydney, New South
Wales 2000, Australia
	 
	 	 
	Background

	 	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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Operative part




Definitions and interpretation




Agreement components



This agreement includes any schedule.




Definitions



The meanings of the terms used in this document are set out below.




	 	 	 
	Term	 	Meaning
	Accession 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	 	Meaning
	Available 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; and

	 

	 	9     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; or

	 

	 	11   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; and

	 

	 	12   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.





[*] Confidential Treatment Requested





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	Term	 	Meaning
	Beneficiary 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; and

	 

	 	16   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.






[*] Confidential Treatment Requested




4









 






	 	 	 
	Term	 	Meaning
	Cash 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; and

	 

	 	18   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.





[*] Confidential Treatment Requested





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	Term	 	Meaning
	Current 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; and

	 

	 	21   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 formula
	 
	 	 
	 

	 	
	 

	 	FVA -  	FVA x
36500

	 

	 	36500 + (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); and
	 

	 	D 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.





[*] Confidential Treatment Requested





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	Term	 	Meaning
	Euro, euro and €

	 	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; and

	 

	 	25   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; and 

	 

	 	28   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.






[*] Confidential Treatment Requested




7









 






	 	 	 
	Term	 	Meaning
	Foreign 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.





[*] Confidential Treatment Requested





8









 






	 	 	 
	Term	 	Meaning
	Lending 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; or

	 

	 	32   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); and

	 

	 	34   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; and

	 

	 	36   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; and

	 

	 	37   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.





[*] Confidential Treatment Requested





9









 






	 	 	 
	Term	 	Meaning
	Overdraft 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; and

	 

	 	40   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; and 

	 

	 	42   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;






[*] Confidential Treatment Requested





10









 






	 	 	 
	Term	 	Meaning
	 

	 	43   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; and 

	 

	 	46   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; and

	 

	 	50   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; and 

	 

	 	54   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; and

	 

	 	57   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;
and

	 

	 	60   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.





[*] Confidential Treatment Requested





11









 






	 	 	 
	Term	 	Meaning
	Standby LC

	 	a standby letter of credit issued by the Lender under the Credit Support Facility.
	 
	 	 
	Sterling, GBP and £

	 	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; and 

	 

	 	65   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; 






[*] Confidential Treatment Requested





12









 






	 	 	 
	Term	 	Meaning
	 

	 	72   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



A word or phrase, other than one defined in clause 1.2, defined in the Common Terms Deed has the
same meaning when used in this agreement.




Incorporated provisions



Clauses 1.3, 1.5 to 1.7 (inclusive), 9, 15.2 and 16 of the Common Terms Deed apply to this
agreement as if set out in full in this agreement and as if references in those clauses to ‘this
deed’ were to ‘this agreement’.




Clause 7.17 (Limitation of Liability) of Common Terms Deed



Pursuant to clause 7.17(c) of the Common Terms Deed, the Lender and Sims agree that clause 7.17 of
the Common Terms Deed is to apply in respect of the Lender and all Guarantors.




Conditions precedent




Conditions precedent to initial Funding Portion



The Lender is not obliged to provide the Commitment or the first Funding Portion until the Lender
has received all of the following in a form and substance satisfactory to the Lender:




[*] Confidential Treatment Requested




13











 





Verification certificate: a verification certificate in the form of Schedule 2 of the Common
Terms Deed given in respect of each Transaction Party and dated no more than 5 days before the
date of this agreement;



Transaction Documents: originals of each Transaction Document which can be executed before the
first Funding Date, duly executed by all parties to them other than the Lender and, where
applicable:



duly stamped or, if not duly stamped, evidence satisfactory to the Lender that
they will be duly stamped; and



in registrable form together with all executed documents necessary to register
them;



enquiries: results of searches, enquiries and requisitions in respect of each Transaction Party;



opinions: an opinion from:



Freehills in respect of each Transaction Party incorporated in Australia, this agreement
and the Common Terms Deed;



counsel for the Borrowers in respect of each Transaction Party incorporated outside of
Australia;



Overdraft account authorities: signed account authorities, signature cards and any other documents
required by the Lender with respect to the Overdraft Accounts;



KYC & AML: if required, each document or other information necessary in the Lender’s opinion to
enable the Lender to do any know your customer checks or anti-money laundering checks;



structure diagram: a complete diagram showing the structure and ownership arrangements of the Sims
Group; and



US solvency certificate: with respect to each Transaction Party incorporated or organised under
the laws of a state of the United States of America only, a certificate signed by an officer
of that Transaction Party stating that it is solvent and able to pay its debts as and when
they fall due.



Conditions precedent to all Funding Portions


The Lender is not obliged to provide any Funding Portion under a Facility until the following
conditions are fulfilled to the Lender’s satisfaction:




Funding Notice: the Borrower has delivered a Funding Notice to the Lender requesting the Funding
Portion;



Funding Date: the Funding Date for the Funding Portion is a Business Day within the Availability
Period for the Facility;



Commitment: the Commitment for the Facility is not, and will not be, exceeded by the provision of
that Funding Portion when the Original Amount of that proposed Funding Portion is added to the
Current Amount of all other outstanding Funding Portions under that Facility;



Facility Limit: the Facility Limit for the Facility is not, and will not be, exceeded by the
provision of that Funding Portion when the Original Amount of that proposed Funding Portion is
added to the Current Amount of all other outstanding Funding Portions under that Facility;



Group Limit: in respect of a Funding Portion under the Overdraft Facility, the “Group Limit” (as
defined in the Group Limit Facility) is not, and will not be, exceeded by the provision of
that Funding Portion;



[*] Confidential Treatment Requested



14









 





no Default: no Default has occurred which is continuing and no Default will result from the
Funding Portion being provided;



Beneficiary Contract: in relation to a Funding Portion under the Credit Support Facility or to be
provided as a Documentary LC under the Trade Finance Facility, the Borrower has provided the
Lender with any information that the Lender reasonably requires in relation to each
Beneficiary Contract to which the requested Funding Portion relates, and the terms and
conditions of that Beneficiary Contract are reasonably satisfactory to the Lender;



GBP, US$ Funding Portions: in respect of a Funding Portion under the US$ Facility or the GBP
Facility which the Borrower requests to be denominated in a currency other than the Commitment
Currency for either of those Facilities, the Lender (in its absolute discretion) has given its
prior consent in writing to providing the Funding Portion in the requested currency; and



Available Currency: in respect of a Funding Portion to be denominated in a Foreign Currency other
than an Available Currency, the Lender (in its absolute discretion) has given its prior
consent in writing to providing the Funding Portion in the requested Foreign Currency.



Certified copies



If requested by the Lender, an Authorised Officer of the relevant Transaction Party must
certify a copy of a document given to the Lender under clauses 2.1 or 2.2 to be a true
copy of the original document.



Benefit of conditions precedent



A condition in this clause 2 is for the benefit only of the Lender and only the Lender may waive
it.




Commitment, purpose and availability of Facility




Provision of Commitment



The Lender must make the Commitment available to the Borrower on the terms of this agreement.




Purpose



A Borrower must use the net proceeds of a Funding Portion:



under:




the Cash Advance Facility, only for the “Purpose” specified in Part 1 of the
Key Terms Schedule;



the Commercial Bills Facility, only for the “Purpose” specified in Part 2 of
the Key Terms Schedule;



the Credit Support Facility, only for the “Purpose” specified in Part 3 of the
Key Terms Schedule;



the Trade Finance Facility, only for the “Purpose” specified in Part 4 of the
Key Terms Schedule;



[*] Confidential Treatment Requested



15









 





the Overdraft Facility, only for the “Purpose” specified in Part 5 of the Key
Terms Schedule; or


in each case, for any other purpose that the Lender approves.












Cancellation of Commitment during Availability Period




A
Borrower may cancel any of the Undrawn Commitment by giving the Lender at least 10 Business
Days’ notice.



A
partial cancellation of the Undrawn Commitment may only be made:



in respect of the A$ Facility, in a minimum amount of A$5,000,000 and in an
integral multiple of A$500,000;



in respect of the US$ Facility, in a minimum amount of US$3,500,000 and in an
integral multiple of US$500,000; or



in respect of the GBP Facility, in a minimum amount of £2,500,000 and in an
integral multiple of £500,000.



A notice given under clause 3.3(a) is irrevocable.



Cancellation at end of Availability Period



On the date falling one month prior to the Final Termination Date, the Commitment is cancelled to
the extent of the Undrawn Commitment.




Review and renewal of Commitment




On or before the date falling 12 months after each anniversary of the date of the Common Terms
Deed, the Lender may review its participation under this agreement. Following this review the
Lender, at its absolute discretion, may offer to extend its participation under the Facility
Agreement to a date falling 12 months after the Final Termination Date (New Termination Date)
by delivering to Sims a signed Renewal Notice attaching a proposed Key Terms Schedule and/or
specifying a revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft
Facility.



The Lender’s offer contained in any Renewal Notice delivered in accordance with clause 3.5(a) may
be subject to any conditions precedent or subsequent as the Lender specifies in its absolute
discretion.



If, within 30 days of receiving a Renewal Notice delivered in accordance with clause 3.5(a):



the Borrowers have signed and delivered to the Lender the Renewal Notice; and



the Lender has notified Sims that it is satisfied in its absolute discretion
that all of the conditions specified in the Renewal Notice have been satisfied,



the definition of “Final Termination Date” contained in clause 1.2 of this
agreement shall be amended to be the New Termination Date and the Key Terms
Schedule and ‘Margin’ (as defined in the Group Limit Facility) amended in
accordance with the Renewal Notice with effect on and from the date specified in
the Renewal Notice.



If:




the Lender does not deliver a Renewal Notice to the Borrowers;



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the Borrowers do not satisfy any condition in the relevant Renewal Notice; or



the Borrowers do not sign and return a Renewal Notice delivered in accordance
with clause 3.5(a) within 30 days of having received it,



the Final Termination Date will not be amended.



Clause 12.2 of the Common Terms Deed is incorporated here by reference as if each reference therein
to “this deed” were a reference to this agreement.



Nothing in the Transaction Documents obliges the Lender:




to extend any Final Termination Date; or



to provide a Renewal Notice.



Each Borrower acknowledges and agrees that the delivery or acceptance of any Renewal Notice or any
amendment to a Transaction Document pursuant to this clause 3.5 or a Renewal Notice does not:



affect the validity or enforceability of this agreement or any other Transaction Document;



prejudice or adversely affect any right, power, authority, discretion or remedy arising
under this agreement or any other Transaction Document before the date of any
amendment under clause 3.5(c); or



discharge, release or otherwise affect any liability or obligation arising under this
agreement or any other Transaction Document before the date of any amendment under
clause 3.5(c).



Annual reset of Commitment




On each anniversary date of the Common Terms Deed, the Commitment for each Facility will be
reset to an amount expressed in the Commitment Currency for that Facility (Revised Commitment)
which in aggregate is equivalent to a total amount of A$450,000,000 (or such other amount as
is agreed by the Lender (in its discretion) and Sims).



The Revised Commitment for each Facility will be determined, where applicable, using a rate of
exchange agreed by Sims and the Lender at that time for buying Australian dollars with the
relevant Commitment Currency.



Sims may also request the Lender to reallocate a portion of the Revised Commitment for a Facility
to another Facility expressed in the Commitment Currency of the other Facility, using the rate
of exchange agreed by Sims and the Lender at that time.



If, at the time the Commitment for each Facility is reset in accordance with this clause, the
Lender also elects to extend its participation under the Facility Agreement in accordance with
clause 3.5(a) by delivering to Sims a signed Renewal Notice attaching a proposed Key Terms
Schedule, the Lender will notify Sims of the Revised Commitments in the proposed Key Terms
Schedule attached to the Renewal Notice, and otherwise by delivering a Revised Commitment
Notice to Sims.



Funding and rate setting procedures




Delivery of Funding Notice




If a Borrower requires the provision of a Funding Portion under a Facility it must deliver to
the Lender a Funding Notice.



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Clause 4.1(a) does not apply in respect of the provision of a Funding Portion:



under the Overdraft Facility; or



to be provided as a Trade Advance or a Documentary LC under the Trade Finance
Facility, in respect of which the Lender has received a Trade Advance Request no
later than 10.00am local time (in the city of the applicable Lending Office) 2
Business Days before the proposed Funding Date.



Sims may at any time on a Business Day and within normal working hours, request that the Lender
confirm whether it has determined that a Market Disruption Event has occurred and is
continuing at that time. Without prejudice to the rights of the Lender under clause 4.7, the
Lender shall promptly on receipt of any such request notify Sims whether at the time such
notice is given it has determined that a Market Disruption Event has occurred.











Requirements for a Funding Notice



To be effective, a Funding Notice must:




be in writing in the form of, and specifying the matters required in:



Part A of Schedule 4, in respect of the Cash Advance Facility or in respect of a
Funding Portion to be provided as a Trade Advance under the Trade Finance Facility;



Part B of Schedule 4, in respect of the Commercial Bills Facility; and



Part C of Schedule 4 in respect of the Credit Support Facility or a Funding
Portion to be provided as a Documentary LC under the Trade Finance Facility;



be received by the Lender before 11.00am on a Business Day at least 2 Business Days before the
proposed Funding Date in respect of Funding Portions to be provided in Dollars or on a
Business Day at least 3 Business Days before the proposed Funding Date in respect of Funding
Portions to be provided in a Foreign Currency (or any shorter period that the Lender agrees in
writing); and



if a Funding Portion is to be provided in a currency which is not the Commitment Currency of the
relevant Facility on the relevant Funding Date, specify the Original Amount of the Funding
Portion and the currency in which it is required.



Irrevocability of Funding Notice



The Borrower of a Funding Portion is irrevocably committed to draw Funding Portions from the Lender
in accordance with each Funding Notice given to the Lender.




Amount of Funding Portions



Each Borrower must ensure that the amount of each Funding Portion under the Cash Advance Facility
or the Commercial Bills Facility is:




if denominated in Dollars, not less than A$500,000 and is an integral multiple of A$100,000;



if denominated in US Dollars, not less than US$350,000 and is an integral multiple of US$50,000;



if denominated in Sterling, not less than £250,000 and is an integral multiple of £50,000;



if denominated in Euro, not less than €300,000 and is an integral multiple of €50,000;



if denominated in any other Foreign Currency, not less than an amount, based on the Original
Amount, which is the equivalent of A$500,000 and which corresponds as closely as practicable
to an integral multiple of A$100,000; or



[*] Confidential Treatment Requested



18









 





when added to the Principal Outstanding for the applicable Facility, equal to or less than the
Commitment for that Facility.



Selection of Funding Periods




A Borrower of any Funding Portion under the Cash Advance Facility, the Commercial Bills
Facility or a Funding Portion to be provided as a Trade Advance or as Proceeds of Negotiation
under the Trade Finance Facility must select the initial Funding Period which is to apply to
the Funding Portion in the Funding Notice delivered for that Funding Portion.



A Borrower of a Funding Portion under the Cash Advance Facility may select a subsequent Funding
Period which is to apply to the Funding Portion in a Selection Notice delivered for that
Funding Portion.



Each Funding Period:




under the Cash Advance Facility must be of 1, 2, 3 or 6 months or any other
period that the Lender agrees with the Borrower;



under the Commercial Bills Facility must be between 30 and 185 days;



for a Trade Advance must be between 7 and 185 days; and



for Proceeds of Negotiation must be no greater than 180 days.



If a Funding Period ends on a day which is not a Business Day, it is regarded as ending on the
next Business Day in the same calendar month or, if none, the preceding Business Day.



A Funding Period for a Funding Portion commences either on the first Funding Date for that
Funding Portion or on the last day of the immediately preceding Funding Period for that
Funding Portion.



No Funding Period may end after the Termination Date for a Facility or the Final Termination
Date.



If a Borrower:




fails to select a Funding Period for a Funding Portion under clause 4.5(a) or
clause 4.5(b); or



selects a Funding Period in a manner which does not comply with this clause 4.5,



then that Funding Period will be 1 month or such other period as the Lender
selects.



Determination of Funding Rate




The Lender must notify Sims of the Funding Rate for a Funding Period for a Funding Portion as
soon as reasonably practicable, and in any event within 2 Business Days, after it has made its
determination of the applicable Base Rate.



Each determination of the Base Rate by the Lender is sufficient evidence of that rate against the
Borrowers unless the contrary is proved.



Market disruption




If the Lender determines that a Market Disruption Event occurs in relation to a Funding Portion
for any Funding Period, then it shall promptly notify Sims, and the Base Rate for the Funding
Period shall be the rate notified to Sims by the Lender as soon as practicable and in any
event before interest is due to be paid in respect of that Funding Period, to be that which
expresses as a percentage rate per annum the cost to the Lender of funding that Funding
Portion from whatever source or sources it may reasonably select.



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19









 





The Lender shall determine the rate notified by it under clause 4.7(a) in good faith. The rate so
notified and any notification under clause 4.7(c) will be conclusive and binding on the
parties in the absence of manifest error.



In this agreement “Market Disruption Event” means:



at or about noon on the Rate Set Date for the relevant Funding Period the
Applicable Screen Rate is not available and none or only one of the Reference Banks
supplies a rate to the Lender to determine the Base Rate for the relevant currency
and period; or



in relation to a Funding Portion for which the Base Rate was to have been
LIBOR or EURIBOR, before 5pm (London time) on the Business Day after the Rate Set
Date for the relevant Funding Period, the Lender is satisfied that as a result of
circumstances affecting the market generally:



the cost to it on the Rate Set Date of obtaining matching
deposits in the Relevant Interbank Market expressed as a rate percent per
annum is or would be in excess of LIBOR or, if applicable, EURIBOR; or



it is unable to obtain matching deposits in the Relevant
Interbank Market, or



in relation to a Funding Portion for which the Base Rate was to have been
BBSY, before 5pm (Sydney time) on the Business Day after the Rate Set Date for the
relevant Funding Period, the Lender is satisfied that as a result of circumstances
affecting the market generally the cost to it of funding its participation in the
Funding Portion exceeds BBSY.



Confidentiality




Each of the Lender and the Borrowers shall keep confidential and not disclose to any other person,
any information relating to the Lender provided under clause 4.7.



However, the Lender, the Borrowers, or their officers or employees may disclose such information:



to the extent required by any applicable law or regulation; or



to the extent it reasonably deems necessary in connection with any actual or
contemplated proceedings or a claim with respect to clauses 4.7 or 4.8.



Currency movements




On or following each Exchange Rate Calculation Date the Lender may calculate the Current Amount
as at the Exchange Rate Calculation Date of each outstanding Funding Portion under a Facility
and notify Sims of any amount required to be paid by it to the Lender under clause 4.9(b).



If, at an Exchange Rate Calculation Date, the aggregate Current Amount of each outstanding
Funding Portion under a Facility is greater than 105% of the Commitment for that Facility, the
Borrowers must, upon Sims receiving notice from the Lender under clause 4.9(a), pay to the
Lender within 2 Business Days the amount of the difference.



All payments made under clause 4.9(b) must be deposited in an account:



with the Lender;



on which interest will accrue (and form part of the deposit on payment) at the
usual 30 day deposit rate of the Lender for that type of account; and



are only available to the Borrower in accordance with clause 4.9(d) or upon
termination and discharge of each Transaction Document and each Credit Support
Document.



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If, at an Exchange Rate Calculation Date, the aggregate Current Amount of each outstanding
Funding Portion under a Facility is less than the sum of:



the Commitment for that Facility; and



the balance of deposits held by the Lender under clause 4.9(c),



then Sims may direct the Lender to apply (and if so directed the Lender must
apply) the lesser of the amount of the difference and the balance of the deposits
towards repayment or prepayment of the Principal Outstanding under the Facility.



Unavailability of a currency



If, before the specified time for determining the Applicable Screen Rate for a Funding Portion on
the Rate Set Date under a Facility (other than Funding Portions in respect of that Facility drawn
under the Credit Support Facility) to be denominated in a Foreign Currency (other than USD) on any
Rate Set Date:




Sims has received notice from the Lender that the Foreign Currency requested for that Funding
Portion is not readily available to the Lender in the amount required or is not freely
convertible into Dollars or USD in the Relevant Interbank Market; or



the Lender notifies the Borrowers that compliance with its obligation to provide the Funding
Portion in the proposed Foreign Currency would require the Lender to obtain an Authorisation
which has not already been obtained, would contravene a law or regulation applicable to it or
is otherwise impossible or impracticable,


then the Lender will not be required to provide that Funding Portion in the Foreign Currency, but
must if requested by Sims, provide that Funding Portion in USD.




Cash Advance Facility




Provision of Funding Portions




If a Borrower gives a Funding Notice for a Funding Portion denominated in Dollars under the Cash
Advance Facility, the Lender must provide, subject to this agreement, the Funding Portion in
Same Day Funds.



If a Borrower gives a Funding Notice for a Funding Portion denominated in a Foreign Currency
under the Cash Advance Facility, and, in the case of a Foreign Currency other than an
Available Currency which the Lender in its absolute discretion consents to provide the Funding
Portion in that Foreign Currency, the Lender must provide, subject to this agreement, the
Funding Portion in Same Day Funds in the Foreign Currency specified not later than 12 noon
(being the time in the place of payment) on the specified Funding Date to the account
specified by the Borrower in the Funding Notice and otherwise in accordance with the relevant
Funding Notice.



Number of Funding Portions



The Borrowers must ensure that no more than 12 Funding Portions under the Cash Advance Facility are
outstanding at any time.




[*] Confidential Treatment Requested



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Consolidation and division of Funding Portions




If 2 or more Funding Portions, which are denominated in the same currency and drawn under the
same Facility, under the Cash Advance Facility have Funding Periods which are of the same
duration, then those Funding Portions will be consolidated into, and treated as, a single
Funding Portion.



If a Borrower requests in a Selection Notice that a Funding Portion for the Cash Advance
Facility be divided into 2 or more Funding Portions with different Funding Periods selected by
the Borrower in a manner which complies with clause 4.5, then that Funding Portion will be
divided into the amounts and with the Funding Periods specified in the Selection Notice.



Selection Notice



A Selection Notice to be effective must be:




in writing in the form of Schedule 5; and



received by the Lender before 11.00am on a Business Day at least 2 Business Days before the
Selection Date for a relevant Funding Portion funded in Dollars and at least 3 Business Days
before the Selection Date for a relevant Funding Portion funded in a Foreign Currency under
the Cash Advance Facility (or any shorter period that the Lender agrees in writing).



Repayment



Each Borrower must repay each Funding Portion drawn under the Cash Advance Facility in respect of a
Facility and all other Outstanding Moneys:




in full on the earlier of:




the Termination Date for that Facility; and



the Final Termination Date; and



otherwise as required under this agreement.



Prepayment under Cash Advance Facility




A Borrower may prepay all or part of the Principal Outstanding under the Cash Advance Facility
by giving the Lender at least 5 Business Days’ prior notice specifying:



the prepayment date; and



the relevant Funding Portions which are to be prepaid in whole or in part.



Prepayment of part of the Principal Outstanding under the Cash Advance Facility that is denominated
in an Available Currency may only be made:



in the case of any prepayment denominated in and permitted to be made in
Dollars, in a minimum amount of A$500,000 and in an integral multiple of A$100,000;



in the case of any prepayment denominated in and permitted to be made in US
Dollars, in a minimum amount of US$350,000 and in an integral multiple of US$50,000;



in the case of any prepayment denominated in and permitted to be made in
Sterling, in a minimum amount of £250,000 and in an integral multiple of £50,000;



[*] Confidential Treatment Requested



22









 





in the case of any prepayment denominated in and permitted to be made in Euro,
in a minimum amount of €300,000 and in an integral multiple of €50,000; and



in the case of any prepayment denominated in and permitted to be made in any
other Foreign Currency, in a minimum amount which corresponds as closely as
practicable to A$500,000 and in an integral multiple of which corresponds as closely
as practicable to A$100,000.



The Borrowers must prepay the amount specified in the prepayment notice on the prepayment date
specified in the notice together with all unpaid interest accrued to the prepayment date in
respect of the prepaid amount.



The Commitment of a Facility is not reduced by an amount prepaid in respect of that Facility
under this clause 5.6 and accordingly, subject to this agreement, a prepaid amount may be
redrawn.



A notice given under clause 5.6(a) is irrevocable.



Prepayment date



The Borrower may make a prepayment under clause 5.6 on any Business Day.




Interest




The Borrower of a Funding Portion under the Cash Advance Facility must pay interest on the
principal amount of the Funding Portion for each Funding Period at the Funding Rate for the
Funding Period.



Interest is calculated on daily balances on the basis of a 365 day year (in the case of a Funding
Portion denominated in Dollars or Sterling) and on the basis of a 360 day year (in the case of
a Funding Portion other than one denominated in Dollars or Sterling) and for the actual number
of days elapsed from and including the first day of each Funding Period to, but excluding, the
last day of the Funding Period or, if earlier, the date of prepayment or repayment of the
Funding Portion under this agreement.



The Borrowers must pay accrued interest in arrears to the Lender on each Interest Payment Date.











Liquidity Bills




The Borrowers irrevocably and for value authorise the Lender, at its option, to prepare Liquidity
Bills in respect of a Funding Portion under the Cash Advance Facility in Dollars so that:



their total face value amount does not exceed the outstanding principal amount
of the Funding Portion and total interest payable to the Lender in respect of the
Funding Portion;



their maturity date is not later than the last day of the Funding Period for
that Funding Portion,



and to sign them as drawer or endorser in the name of and on behalf of the relevant Borrower.



The Lender may negotiate or deal with any Liquidity Bill prepared by it as it sees fit and for
its own benefit.



The Lender must pay any Tax on or in respect of the Liquidity Bills and any dealing with the
Liquidity Bills.



The Lender indemnifies a Borrower of a Funding Portion under the Cash Advance Facility against
any Loss which the Borrower suffers, incurs or is liable for in respect of the Borrower being
a party to a Liquidity Bill.



[*] Confidential Treatment Requested



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Nothing in clause 5.9(d) affects a Borrower’s obligations under this agreement (including any
Borrower’s obligations in relation to the payment of the Outstanding Moneys) which are
absolute and unconditional obligations and not affected by any actual or contingent liability
of the Lender to a Borrower under clause 5.9(d).



If a Borrower discharges any Liquidity Bill by payment, the amount of that payment is regarded
as applied on the date of payment against the money owing by the Borrower to the Lender.



Fees



The Borrowers will pay to the Lender such fees referable to the Cash Advance Facility initially as
specified in the Fee Schedule and thereafter as advised by the Lender from time to time.




Commercial Bills Facility




Availability



The Borrowers acknowledge that the Commercial Bills Facility is only available under the A$
Facility.




Bill acceptance and endorsement procedure



Where a Funding Notice has been delivered in accordance with clause 4.2, Bills have been delivered
to the Lender under clause 6.3 or prepared by it under clause 6.4 and where this clause 6 has been
complied with in respect of those Bills the Lender must, subject to this agreement:




in respect of Bills it is required to accept, accept those Bills;



in respect of Bills it is required to endorse, endorse those Bills;



in respect of Bills it is required to discount, insert as payee itself (if not already done) or
such other person it has arranged to purchase those Bills.



Preparation of Bills




If a Borrower gives a Funding Notice for a Bill Funding the Borrower must:



prepare Bills comprised in a Bill Funding in accordance with clause 6.5;



sign each Bill in the Borrower’s relevant capacity;



if a third party is named as drawer, cause the third party to sign the Bills as drawer; and



deliver those Bills to the Lender:



not later than 12 noon (Sydney time) on the Business Day before the proposed
Funding Date if the Lender is required to accept and discount or endorse and discount
those Bills; and



not later than 10.00am (Sydney time) on the proposed Funding Date if the Lender
is required to accept only or endorse only those Bills.



[*] Confidential Treatment Requested



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Failure to prepare Bills



If:




the Borrower of a Bill Funding fails to prepare or sign or deliver Bills in accordance with
clause 6.3; or



the Lender elects to do so,



each Borrower irrevocably authorises the Lender to prepare and sign (by one of its Authorised
Officers) as drawer, acceptor or endorser those Bills on behalf of the Borrower and in accordance
with clause 6.5.




Form of Bills




Each Bill comprised in a Bill Funding must:



be in the form approved by the Lender from time to time;



be payable on a specified date and so as to exclude days of grace for payment;



have a maturity date which is a Business Day before the end of the Availability
Period;



have a tenor equal to its Funding Period selected in the relevant Funding Notice
(or any other period agreed to by the Lender) or required by this agreement (but not
greater than 185 nor less than 30 days);



for Bills the Lender is required to accept, be drawn with the Borrower of the
Bill Funding as drawer and the Lender as acceptor and the Lender as payee, or at the
Lender’s option, or if the Lender is not discounting the Bill, with the name of the
payee left blank;



for Bills the Lender is required to endorse, be drawn with a third party named
as drawer and the Borrower of the Bill Funding as acceptor and the Lender as payee;



for Bills the Lender is required to accept, be expressed to be payable at the
Lending Office or such other place as the Lender may notify from time to time; and



be denominated in Dollars.



The aggregate Face Value Amount of all Bills comprised in a Bill Funding must equal the aggregate
amount of the Bill Funding requested under the relevant Funding Notice.



The Lender may vary the term and maturity date of any Bill comprised in a Bill Funding, despite
any different term or maturity date requested in the relevant Funding Notice, if in the
Lender’s opinion the variation is necessary so as to ensure that each Bill complies with
this agreement, in particular clauses 6.5(a) and 6.5(b).



Each Borrower and the Lender must observe the requirements of the Bills of Exchange Act 1909 (Cth)
to ensure the validity of each Bill.



Restriction on use by the Lender



The Lender must not use or deal with any Bill delivered to or prepared by it under this clause 6
except in accordance with this clause 6.




[*] Confidential Treatment Requested



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Tax on Bills




The Borrower of a Bill Funding must pay any Tax (other than an Excluded Tax) on or in respect of
Bills and any dealing with Bills and the proceeds of Bills.



To the extent possible, any such Tax must be paid before any Bills are delivered to the Lender
under clause 6.3.



Signing of Bills and appointment of Lender as attorney




All Bills under the Commercial Bills Facility to be signed by a Borrower (whether as drawer,
acceptor or endorser) must be signed by an Authorised Officer on its behalf.



The Borrower must, immediately upon any change occurring in the identity of its Authorised
Officers authorised to sign, draw, accept and endorse Bills on its behalf, provide to the
Lender a new certificate satisfactory to the Lender to replace any certificate provided under
clause 2.1.



Each Borrower irrevocably authorises and appoints the Lender and each Authorised Officer of the
Lender as its attorney to prepare and execute for and on behalf of, and in the name of, any
Borrower and to complete all Bills required by a Borrower for a Bill Funding.



Each Borrower must ratify and confirm anything done or caused to be done by its attorney pursuant
to the power and authority granted by it under clause 6.8(c) or by the Lender in respect of
any Bill which conforms with the relevant Funding Notice (as varied pursuant to clause 6.5(c))
and this agreement.



Notification of rate and discounting procedure




Where a Bill Funding has been requested, the Lender must not later than 10.45am (Sydney time) on
the Funding Date notify the Bill Discount Rate for that Funding Date to Sims.



If:




before 11.15am (Sydney time) on the Funding Date the Borrower of the Bill Funding accepts
the Lender’s Bill Discount Rate and requests the Lender to discount Bills; or



the Borrower of the Bill Funding has requested the Lender to discount Bills in
the relevant Funding Notice,


the Lender must discount, or procure the discount of, those Bills at the Bill Discount Rate
notified by it under clause 6.9(a) and, subject to clause 6.15(b), it must pay to the Borrower by
2.00 pm (Sydney time) on the Funding Date the aggregate Face Value Amount of the Bills less the
aggregate of:




the aggregate Discount Amount in respect of each Bill;



the Bill Acceptance / Endorsement Fee in respect of those Bills;



any amount payable by the Borrower under clauses 6.7, 6.11 or 6.12 which
remains unpaid; and



any Outstanding Current Bill Amount in respect of Bills under the Commercial
Bills Facility on the Funding Date.



Any amount deducted by the Lender under clause 6.9(b)(5) or 6.9(b)(6) must be applied in
discharge of the Borrower’s obligations to the Lender under clauses 6.11 or 6.12, or in
payment of the relevant amount of Tax, as the case may be.



[*] Confidential Treatment Requested



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Bills accepted or endorsed but not discounted




If the Lender is not required to discount Bills under clause 6.9:



before 1.00pm (Sydney time) on the Funding Date the Lender must, following acceptance or
endorsement of the Bills in accordance with clause 6.1, release the Bills to the Borrower of
the Bill Funding at the Lending Office but only against receipt of Same Day Funds for:



the Bill Acceptance / Endorsement Fee in respect of those Bills;



any amount payable by a Borrower under clauses 6.7, 6.11 or 6.12 which remains
unpaid;



any Outstanding Current Bill Amount in respect of Bills under the Commercial
Bills Facility on the Funding Date; and



each Borrower agrees that the Lender is entitled to participate in any tender or other process
under which the Bills are discounted.



Borrower’s primary liability to pay Bills



As between the Lender and the Borrowers, the Borrowers are primarily liable in respect of Bills
accepted by the Lender or endorsed by the Lender and accordingly the liability of a Borrower with
respect to any Bill is not discharged if the Lender pays the Bill as acceptor or endorser or
becomes the holder of the Bill at any time whether before, on or after maturity.




Indemnity in respect of Bills



The Borrowers indemnify the Lender against any claim, action, damage, loss, liability, cost,
charge, expense, outgoing or payment (including, but not limited to, any Tax referred to in clause
6.7) which the Lender suffers, incurs or is liable for by reason of or arising out of or in
consequence of the Lender signing, drawing, accepting or endorsing any Bill or otherwise dealing
with any Bill in the manner contemplated by this agreement.




Variation of procedures



The Lender may, acting reasonably, vary any of the times at or by which any thing is to be done
under this clause 6 to ensure the effective operation of the procedures contemplated by this clause
6. Any such variation will be binding on the Borrowers immediately upon Sims being notified of it.




Fees




On each Funding Date on which a Bill Funding is made, including in respect of a Bill Funding
drawn in accordance with clause 6.15(e), the Borrowers must pay to the Lender as a Bill
Acceptance / Endorsement Fee, an amount equal to the Bill Acceptance / Endorsement Fee Rate
per annum of the Face Value Amount of each Bill accepted by the Lender on that Funding Date,
calculated for the number of days in the tenor of each Bill on the basis of a 365 day year.



The Borrowers will pay to the Lender such other fees referable to the Commercial Bills Facility
initially as specified in the Fee Schedule and thereafter as advised from time to time by the
Lender to the Borrowers with at least 30 days notice.



Repayment by cash cover and netting




Subject to clause 6.15(b), the Borrower must not later than 1.00pm (Sydney time) on the maturity
date for a Bill comprised in a Bill Funding which is accepted by the Lender, or endorsed and



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held at maturity by the Lender, pay to the Lender an amount equal to the Face Value Amount of
the Bill.



If all or part of a Bill Funding is to be redrawn on the last day of its Funding Period, then on
that day the only amount that must be paid or made available by the Lender or the Borrowers,
as the case may be depending on the amount of the Bill Funding, is the difference between:



the amount which the Borrowers are required to pay to the Lender in respect of
Bills maturing on that day under clause 6.15(a) and 6.15(d) plus any amount the
Borrowers are required to pay on that date under clauses 6.9(b)(4) and 6.9(b)(5); and



any Net Bill Proceeds (excluding the amount payable under clause 6.9(b)(6))
which the Lender is required to pay or make available to the Borrower in respect of
replacement Bills on that day under clause 6.9.



Clause 6.9(b) applies to clause 6.15(b) only to the extent specified in clause 6.15(b).



In respect of a Bill endorsed by the Lender and held by a third party at maturity the Borrower
of the relevant Bill Funding must:



on the maturity date immediately notify the Lender when the Borrower
discharges that Bill; and



if demand is made on the Lender as endorser of the Bill immediately on demand
pay to the Lender an amount equal to the Face Value Amount of the Bill.



If, on the maturity date for a Bill comprised in a Bill Funding, a Borrower has not paid any
amount payable to the Lender in accordance with clauses 6.15(a), 6.15(b) or 6.15(d), each
Borrower irrevocably authorises and appoints the Lender and each Authorised Officer of the
Lender as its attorney to prepare and execute for and on behalf of, and in the name of, any
Borrower and to complete all Bills required by a Borrower for a Bill Funding, as in the
opinion of the Lender are necessary and in such amounts as are sufficient to result in Net
Bill Proceeds of an amount equal to the amount of any such payment otherwise payable to the
Lender under clauses 6.15(a), 6.15(b) or 6.15(d).



Each Borrower must ratify and confirm anything done or caused to be done by its attorney pursuant
to the power and authority granted by it under clause 6.15(e).



Acknowledgment regarding signed Bills



The Borrowers acknowledge that if the Lender, without actual notice to the contrary, relies on
Bills which appear to have genuine signatures of Authorised Officers of a Borrower, the Lender has
no further duty to enquire as to the signatory’s authority or any other matters in connection with
execution of the Bill and the indemnity in clause 6.12 will not be affected by any lack of
authority, fraud or forgery by any person (other than the Lender or its employees).




Credit Support Facility




Issue of Credit Support Documents



If a Borrower gives a Funding Notice under the Credit Support Facility, the Lender must, subject to
this agreement, issue each Credit Support Document requested in the Funding Notice on the specified
Funding Date in the specified Available Currency and otherwise in accordance with that Funding
Notice.




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Additional Funding Notice requirements



Each Funding Notice requesting the issue of any Credit Support Document must, in addition to
satisfying clause 4.2, specify in relation to each requested Credit Support Document:




details of each Beneficiary Contract to which it relates (including, without limitation, details of
the Beneficiary and the terms and conditions of any Beneficiary Contract (by annexing a copy
to the Funding Notice or by any other means acceptable to the Lender in its absolute
discretion);



whether it is required to be in the form of a Standby LC or Bank Guarantee;



its proposed Funding Date;



its proposed Expiry Date;



the currency in which it is to be denominated;



its Face Value Amount in Dollars or, if it is to be denominated in a Foreign Currency, its Face
Value Amount in the Foreign Currency;



the effective interest rate, and the period for which that interest is to accrue, if applicable,
under any Finance Contract to which it relates; and



any other information the Lender may reasonably require from time to time.



Form of Credit Support Documents




A Credit Support Document must:



be substantially in a form acceptable to the Lender, in its sole discretion;



unless otherwise agreed by the Lender, have a minimum Face Value Amount:



if denominated in Dollars, of A$50,000; or



if denominated in a Foreign Currency, not less than an amount, based on the
Original Amount which is the equivalent of A$50,000;



be payable at a Lending Office;



only be payable on a Business Day;



unless otherwise agreed by the Lender, have an Expiry Date which is before the Termination Date for
the Facility in respect of which the Credit Support Document is issued and the Final
Termination Date;



have an Expiry Date which is a date not more than 14 days after the termination date of any
Beneficiary Contract to which it relates unless otherwise agreed;



be irrevocable and non transferable; and



be denominated in an Available Currency.



Prepayment under Credit Support Facility




A Borrower may prepay the Principal Outstanding in relation to any Current Credit Support
Document issued under the Credit Support Facility by giving the Lender at least 10 Business
Days’ prior notice specifying:



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the prepayment date; and



the relevant Current Credit Support Documents.



The Borrowers must prepay each Current Credit Support Document specified in the prepayment notice
on the prepayment date specified in the notice by either:



returning to the Lender the originals of each Current Credit Support Document specified in
the prepayment notice for cancellation by the Lender or an acknowledgement from each
Beneficiary of each such Credit Support Document in favour of the Lender that each
such Beneficiary has no right to make a claim under the relevant Credit Support
Document; or



paying cash cover to the Lender in Same Day Funds and in the Relevant Currency in which
the Credit Support Document is denominated in an amount equal to the Current Amount
of each Current Credit Support Document specified in the prepayment notice.



The Lender must apply any cash cover received by it under clause 7.4(b)(2) in accordance with
clause 12.3.



A
notice given under clause 7.4(a) is irrevocable.



Prepayment date




The Borrower may make a prepayment under clause 7.4 on any Business Day.



Cash cover




The Borrowers must not later than 1.00pm (Sydney time) on the earlier of:



the Termination Date for the Facility in respect of which a Credit Support Document has been
issued; and



the Final Termination Date,



repay each Current Credit Support Document issued in respect of that Facility by either:



returning to the Lender the originals of each Current Credit Support Document for cancellation by
the Lender or an acknowledgement from each Beneficiary of each such Credit Support Document in
favour of the Lender that each such Beneficiary has no right to make a claim under the
relevant Credit Support Document; or



paying cash cover to the Lender in Same Day Funds and in the Relevant Currency in which the Credit
Support Document is denominated in an amount equal to the Current Amount of each Current
Credit Support Document.



Fees




On each Funding Date on which a Credit Support Document is issued to the Borrowers, and
thereafter on each date falling 6 months after the date on which a Credit Support Document is
issued to the Borrowers, the Borrowers must pay to the Lender a fee equal to the greater of:



the Credit Support Document Fee Rate per annum of the Face Value Amount of each
Credit Support Document issued, calculated for the 6 month period following the date
on which the fee is payable, up to and including the Expiry Date of the relevant
Credit Support Document and on the basis of a 365 day year; and



A$80.00 for each Credit Support Document issued.



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The Borrowers will pay to the Lender such other fees referable to the Credit Support Facility
initially as specified in the Fee Schedule and thereafter as advised by the Lender from time
to time.



Tax on Credit Support Documents



The Borrowers must pay any Tax (other than an Excluded Tax) on or in respect of any issued Credit
Support Document.




Liability of Borrowers




If the Lender makes any payment to a Beneficiary under a Credit Support Document, the Borrowers
must pay to the Lender immediately on demand Same Day Funds in the same amount and in the same
currency as the payment made by the Lender to the Beneficiary.



The liability of the Borrowers under clause 7.9(a) in respect of any Credit Support Document is a
continuing obligation and only ceases upon the Borrower paying to the Lender all amounts
required to be paid under this agreement in respect of the Credit Support Document.



Early expiration or reduction




The Borrowers may agree with a Beneficiary to vary a Credit Support Document so that:



the Credit Support Document will expire on a date before the Expiry Date; or



the Face Value Amount of the Credit Support Document is reduced,



or both, but the agreement is not binding upon the Lender in any case unless the
Lender has given its prior written consent, such consent not to be unreasonably
withheld or delayed.



The consent of the Lender under clause 7.10(a) will only be given if:



the proposed variation has been notified in writing to the Lender by Sims;



except in the case of Bank Guarantees, the Beneficiary’s bank has notified the Lender that
it agrees to the proposed variation; and



Sims has requested the Lender to re-issue a replacement Credit Support Document
incorporating the proposed variation,



and any consent only becomes effective when the original Credit Support Document
is returned to the Lender or, if the Credit Support Document has been lost or
destroyed, when the Lender receives, in a form and substance satisfactory to it,
a written confirmation (on the Beneficiary’s letterhead) given by a director or
other officer acceptable to the Lender of the Beneficiary, as to the
circumstances of the loss or destruction of the original Credit Support Document
and acknowledging that no claim will be made under it.



Beneficiary Contracts and notification



Each Borrower must:




use all reasonable endeavours to comply with all its obligations under or in respect of each
Beneficiary Contract; and



give notice to the Lender promptly upon becoming aware of any:



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material breach of any term by a Transaction Party; or



termination, rescission or discharge,



of any Beneficiary Contract.



Obligations of the Lender



If a Beneficiary satisfies all requirements of a Credit Support Document regarding payment under
the Credit Support Document, the Lender must pay the Beneficiary despite:




any breach by a Borrower or any other Transaction Party of any of its obligations under any
Transaction Document or of any provision of a Beneficiary Contract;



any direction by a Borrower to the Lender not to pay;



any right of set off or other claim which a Borrower or any other Transaction Party may have
against the Beneficiary;



any dispute between a Borrower or any other Transaction Party and the Beneficiary;



any dispute by a Borrower as to the obligation of the Lender to make payment; or



any other thing notified or known to the Lender relating to a Borrower, any other Transaction
Party and any Beneficiary.



Indemnity in respect of Credit Support Document



The Borrowers jointly and severally indemnify the Lender against any Loss which the Lender pays,
suffers, incurs or is liable for by reason of, arising out of, or in consequence of:




the Lender issuing, making payment under or consenting to any amendment to or variation of any
Credit Support Document;



any claim or purported claim for payment under a Credit Support Document; or



anything done by any person who is or claims to be entitled to the benefit of a Credit Support
Document,



provided that the Lender has acted with due care in connection with the Credit Support
Document and other than any Loss due to the negligent failure of the Lender to enquire as
to whether any notice or demand has been inaccurately transmitted or received from any
cause whatsoever or has been given or sent by an unauthorised person.



Unconditional nature of Borrower’s obligations




The obligations of a Borrower under this agreement, including clause 7.13, are absolute and
unconditional and are not released or discharged or otherwise affected by anything which but
for this provision might have that effect, including:



any set off, deduction, counterclaim, agreement, defence, suspension, deferment
or other claim which the Borrower or any other Transaction Party may have against the
Lender or any Beneficiary;



any falsity, inaccuracy, insufficiency or forgery of or in any communication
which on its face purports to be a communication signed or authorised under any
Relevant Credit Support Document;



any communication inaccurately transmitted or received or sent by an
unauthorised person;



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any impossibility or illegality of performance of any Relevant Credit Support
Document;



any act of any Government Agency, court or arbitrator or application of any law
(present or future) in any jurisdiction affecting any of the terms of any Relevant
Credit Support Document;



any failure by any person to obtain any Authorisation or other approval or
consent necessary or appropriate in connection with any Relevant Credit Support
Document;

any falsity, inaccuracy, insufficiency or forgery of or in any document
presented to the Lender as a Beneficiary Contract or otherwise in respect of a Credit
Support Document and which appears to the Lender in its opinion to correspond to the
documents specified in the Funding Notice requesting the relevant Credit Support
Document or otherwise required under the relevant Credit Support Document;



any Relevant Credit Support Document which is wholly or partly void, voidable,
unenforceable or invalid; or



any other act, omission, matter or thing whatsoever whether negligent or not,
provided that the Lender has acted with due care in connection with the Credit
Support Document and other than a negligent failure of the Lender to enquire as to
whether any notice or demand has been inaccurately transmitted or received from any
cause whatsoever or has been given or sent by an unauthorised person.



The Lender is not liable for any failure, and is not required to make any enquiries, in respect
of any matter listed in clause 7.14(a) with respect to any claim which on its face complies
with the relevant Credit Support Document.



Clauses 7.14(a) and 7.14(b) apply irrespective of:



the consent or knowledge, or lack of consent or knowledge, of the Lender, any
Transaction Party or any other person of any event described in clause 7.14(a); or



any rule of law or equity to the contrary.



Trade Finance Facility




Additional Funding Notice requirements




Each Funding Notice requesting the issue of a Funding Portion under the Trade Finance Facility
must, in addition to satisfying clause 4.2, specify in relation to each requested Funding
Portion:



whether the requested Funding Portion is to be provided as a Documentary LC, Proceeds of
Negotiation or a Trade Advance; and



the relevant Obligation to which the Funding Portion applies.



Each Funding Notice requesting that a Funding Portion be provided as a Documentary LC must, in
addition to satisfying clause 4.2, specify in relation to each requested Documentary LC:



details of each Beneficiary Contract to which it relates including, without limitation,
details of the Beneficiary and the terms and conditions of any Beneficiary Contract
(by annexing a copy to the Funding Notice or by any other means acceptable to the
Lender in its absolute discretion);



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the form of the Payment Documents (by annexing a copy of the form of each
Payment Document or a detailed description of it to the Funding Notice);



all other required terms and conditions of the Documentary LC (by annexing an
Application for Irrevocable Documentary Credit);



its proposed Funding Date;



its proposed Expiry Date;



the currency in which it is to be denominated;



its Face Value Amount in Dollars or, if it is to be denominated in a Foreign
Currency, its Face Value Amount in the Foreign Currency;

the effective interest rate, and the period for which that interest is to
accrue, if applicable, under any Finance Contract to which it relates; and



any other information the Lender may reasonably require from time to time.



Each Funding Notice requesting that a Funding Portion be provided as Proceeds of Negotiation must
be accompanied by:



such application forms and authorities as are required by the Lender in its
discretion; and



the relevant Foreign Bill.



Provision of Trade Advances



If Part 4 of the Key Terms Schedule specifies that Trade Advances are “Available” and a Borrower
gives a Funding Notice for a Trade Advance:




denominated in Dollars, the Lender must provide, subject to this agreement, the Funding Portion in
Same Day Funds, to be applied in accordance with clause 8.3;



denominated in a Foreign Currency, and, in the case of a Foreign Currency other than an Available
Currency which the Lender in its absolute discretion consents to provide the Funding Portion
in that Foreign Currency, the Lender must provide, subject to this agreement, the Funding
Portion in Same Day Funds in the Foreign Currency specified not later than 12 noon (being the
time in the place of payment) on the specified Funding Date, to be applied in accordance with
clause 8.3.



Application of Trade Advances



The Lender will apply each Trade Advance under the Trade Finance Facility towards satisfaction of
the Obligation specified in the Funding Notice, on the Funding Date specified in that Funding
Notice.




Repayment of Trade Advances



Each Borrower must repay each Trade Advance on the Interest Payment Date for that Funding Portion.




Interest on Trade Advances




The Borrower of a Trade Advance must pay interest on the principal amount of the Trade Advance at
the Funding Rate for the Funding Period.



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Interest is calculated on daily balances on the basis of a 365 day year (in the case of a Trade
Advance denominated in Dollars or Sterling) and on the basis of a 360 day year (in the case of
a Trade Advance other than one denominated in Dollars or Sterling) and for the actual number
of days elapsed from and including the first day of each Funding Period to, but excluding, the
last day of the Funding Period or, if earlier, the date of prepayment or repayment of the
Trade Advance under this agreement.



The Borrowers must pay accrued interest in arrears to the Lender at the end of each month during
the Funding Period and on the Interest Payment Date for the Trade Advance.



Issue of Documentary LCs



If Part 4 of the Key Terms Schedule specifies that Documentary LCs are “Available” and a Borrower
gives a Funding Notice requesting a Documentary LC under the Trade Finance Facility, the Lender
must, subject to this agreement, issue each Documentary LC requested in the Funding Notice on the
specified Funding Date in the specified Available Currency and otherwise in accordance with that
Funding Notice.




Form of Documentary LCs




A Documentary LC must:



be substantially in a form acceptable to the Lender, in its sole discretion;



be payable at a Lending Office;



only be payable on a Business Day;



unless otherwise agreed by the Lender, have an Expiry Date which is before the Termination Date for
the applicable Facility in respect of which the Trade Finance Facility has been drawn down and
the Final Termination Date;



have an Expiry Date which is a date not more than 14 days after the termination date of any
Beneficiary Contract to which it relates unless otherwise agreed;



be irrevocable and non transferable; and



be denominated in an Available Currency.



Credit Support Document terms apply to Documentary LC



Clauses 7.4 to 7.6 (inclusive) and clauses 7.8 to 7.14 (inclusive) apply to each Documentary LC
provided under the Trade Finance Facility as though each reference to the ‘Credit Support Facility’
were to the Trade Finance Facility, each reference to a ‘Credit Support Document’ were to a
Documentary LC and each reference to a ‘Current Credit Support Document’ were to a Current
Documentary LC.




Foreign Bills Negotiation



If Part 4 of the Key Terms Schedule specifies that Proceeds of Negotiation are “Available” and a
Borrower gives a Funding Notice for Proceeds of Negotiation the Lender must, subject to this
agreement, negotiate Foreign Bills duly presented to the Lender for negotiation and shall pay the
Proceeds of Negotiation to the Borrower of the Funding Portion.




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Interest on Proceeds of Negotiation




The Borrower of a Funding Portion provided as Proceeds of Negotiation must pay interest on the
principal amount of the Proceeds of Negotiation at the Funding Rate for the Funding Period.



Interest is calculated on daily balances on the basis of a 365 day year (in the case of Proceeds of
Negotiation denominated in Dollars or Sterling) and on the basis of a 360 day year (in the
case of Proceeds of Negotiation other than one denominated in Dollars or Sterling) and for the
actual number of days elapsed from and including the first day of each Funding Period to, but
excluding, the last day of the Funding Period or, if earlier, the date of prepayment or
repayment of the Proceeds of Negotiation under this agreement.



The Borrowers must pay accrued interest in arrears to the Lender on each Interest Payment Date
for the relevant Funding Portion and on the date on which the Proceeds of Negotiation are
repaid to the Lender in full in accordance with clause 8.11.



Repayment of Proceeds of Negotiation




The Borrowers must procure that any Funding Portion provided as Proceeds of Negotiation is repaid
in full on or before the expiry date of the relevant Foreign Bill negotiated by the Lender in
accordance with clause 8.9.



The parties acknowledge and agree that payment or reimbursement in full by a counterparty bank
under a Foreign Bill negotiated by the Lender in accordance with clause 8.9 will be deemed to
be a repayment of the relevant Funding Portion provided as Proceeds of Negotiation.



Extension of repayment of Proceeds of Negotiation




A Borrower of a Funding Portion provided as Proceeds of Negotiation may request an extension
for the repayment of the Funding Portion by:



on any date prior to the date on which the Foreign Bill negotiated by the
Lender in accordance with clause 8.9 in connection with the Proceeds of Negotiation
expires (Expiring Bill), giving notice to the Lender in writing that it requests an
extension for the repayment of the Proceeds of Negotiation; and



providing the Lender with a replacement Foreign Bill on substantially the same terms
(other than as to its expiry date) and for the same principal amount as the Expiring
Bill (Replacement Bill).



If a Borrower has requested an extension for the repayment of a Funding Portion provided as
Proceeds of Negotiation in accordance with clause 8.12(a) the Lender may, in its absolute
discretion, agree to extend the date for repayment of the Proceeds of Negotiation in
accordance with the terms of the Replacement Bill.



If the Lender agrees to extend the date for repayment of the Proceeds of Negotiation in
accordance with this clause 8.12, the Borrowers must procure that the Funding Portion provided
as Proceeds of Negotiation will be repaid in full on or before the expiry date of the
Replacement Bill.



Fees



The Borrowers will pay to the Lender such other fees referable to the Trade Finance Facility
initially, as specified in the Fee Schedule and thereafter as advised by the Lender from time to
time.




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Overdraft Facility




Overdraft Facility




The Lender agrees to make the Overdraft Facility available on the terms and conditions set out in
this agreement and the Group Limit Facility.



If there is any inconsistency between the terms of this agreement and the terms of the Group
Limit Facility, the terms of the Group Limit Facility will prevail to the extent of the
inconsistency.



Funding Portions




A Funding Portion under the Overdraft Facility may be in any minimum amount and the
requirements of clause 4.4 do not apply to the Overdraft Facility.



Any number of Funding Portions under the Overdraft Facility may be outstanding at any time.



Prepayment



A Borrower may prepay a Funding Portion drawn under the Overdraft Facility at any time in whole or
in part.




Fees



The Borrowers will pay to the Lender the Lender’s account services fees, notified to Sims from time
to time and such other fees referable to the Overdraft Facility in accordance with the Group Limit
Facility.




Representations and warranties




Representations and warranties



Each Borrower makes the representations and warranties contained in clause 3 of the Common Terms
Deed for themselves and on behalf of each other Transaction Party for the benefit of the Lender, as
if those representations and warranties were set out in full in this clause 10.1.




Survival and repetition of representations and warranties




The representations and warranties given under this agreement:



survive the execution of each Transaction Document; and



are deemed to be repeated on each date representations and warranties are repeated under clause
3.2(b) of the Common Terms Deed with respect to the facts and circumstances then subsisting.



Reliance by Lender



Each Borrower acknowledges that the Lender has entered into each Transaction Document to which it
is a party in reliance on the representations and warranties given under this agreement.




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Undertakings




Incorporated undertakings



The Borrowers must, and must ensure that each other Transaction Party will, comply with clause 4 of
the Common Terms Deed.




Compliance



Each Borrower must, and must ensure that each other Transaction Party will, comply with all its
obligations under each Transaction Document to which it is a party.




Term of undertakings




Unless the Lender otherwise agrees in writing, until:



the Commitment is cancelled; and



the Outstanding Moneys are unconditionally repaid in full;



each Borrower must, at its own cost, comply with its undertakings in this clause 11.



Events of Default




Events of Default



An Event of Default occurs if an ‘Event of Default’ as defined in the Common Terms Deed occurs,
whether or not it is within the control of a Transaction Party.




Effect of Event of Default



Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this agreement as if set out in
full in this agreement and as if references in those clauses to ‘this deed’ were to ‘this
agreement’.




Application of cash cover under Commercial Bills Facility, Trade Finance Facility and Credit



Support Facility



The Lender must apply any cash cover paid to it under clause 6.15, 7.4(b)(2), 7.6 or 12.2 or
pursuant to clause 8.8:



firstly, against the obligations of the Borrowers under this agreement in respect of any
Current Credit Support Document or Current Bill in relation to which the cash cover
was lodged; and



secondly, in payment of the balance, if any, of the Outstanding Moneys.



The Lender is not required to pay any interest on any amount of cash cover paid to it under
clause 6.15, 7.4(b)(2), 7.6 or 12.2 or pursuant to clause 8.8.



If the Lender is satisfied that:



every Current Credit Support Document, Current Bill and Current Documentary LC
has been paid in full or discharged; and



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no Outstanding Moneys are or may become due,


then the Lender must, if it receives a written notice from Sims to do so, repay to the Borrowers
any amount paid to the Lender under clause 6.15, 7.4(b)(2), 7.6 or 12.2 or pursuant to clause 8.8
which has not been, or is not required to be, applied in accordance with clause 12.3(a).




New Related Body Corporate




Where, after the date of this agreement, an entity becomes a Related Body Corporate of a
Transaction Party and, at such time, financial accommodation has been provided to such entity
by the Lender or any other member of the Commonwealth Bank Group (Existing Accommodation), the
Lender may, at any time within 60 days after the notification to the Lender that an entity
that has been provided with Existing Accommodation has become a Related Body Corporate of a
Transaction Party, by notice in writing to that entity or any other Transaction Party declare:



that where the notice is given to the relevant entity, the Existing
Accommodation (or any lesser amount specified in the notice) is due and payable
within the period specified in the notice which shall be not less than 60 days; or



that where the notice is given to a Transaction Party other than the relevant
entity, financial accommodation then provided by the Lender to that Transaction Party
must be reduced by payment of an amount (specified in the notice) equal to or less
than the existing accommodation within the period specified in the notice.



Amounts specified in a notice given pursuant to 12.4(a) are payable within the period specified in
such notice.



Fees



The Borrowers must pay to the Lender the following fees:




commitment fee: a non-refundable commitment fee equal to the Commitment Fee Rate per annum
calculated on a daily basis on the daily balance of the Undrawn Commitment on the basis of a
365 day year (in the case of a Commitment denominated in Dollars or Sterling) and on the basis
of a 360 day year (in the case of a Commitment other than
one denominated in Dollars or Sterling) and for the actual number of days elapsed, to be
paid in arrears on the last day of each calendar quarter; and



[*]




Interest on overdue amounts




Payment of interest




Each Borrower must pay interest on:



any of the Outstanding Moneys due and payable by it, but unpaid; and



any
interest payable but unpaid under this clause 14.



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Accrual of interest



The
interest payable under this clause 14:




accrues from day to day from and including the due date for payment up to the actual date of
payment, before and, as an additional and independent obligation, after any judgment or other
thing into which the liability to pay the Outstanding Moneys becomes merged; and



may be capitalised at monthly intervals.



Rate of interest



The rate of interest payable under this clause 14 on any part of the Outstanding Moneys is the
higher of:




the Overdue Rate determined by the Lender:



on the date that part of the Outstanding Moneys becomes due and payable but is
unpaid; and



on each date which is 1 month after the immediately preceding date on which
the Overdue Rate was determined under this clause 14.3(a); and



the
rate fixed or payable under a judgment or other thing referred to in
clause 14.2(a).



Assignment and substitution



Clause 13 of the Common Terms Deed applies to this agreement as if set out in full in this
agreement and as if references in that clause to ‘this deed’ were to ‘this agreement’ other than
the reference to ‘this deed’ in clause 13.2(c) which should be read as a reference to the Common
Terms Deed.




Additional Borrowers




Additional Borrowers



Sims may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That
Subsidiary shall become an Additional Borrower if:




the Lender approves the addition of that Subsidiary as an Additional Borrower;



Sims delivers to the Lender a duly completed and executed Accession Deed for the accession of that
Subsidiary as an Additional Borrower;



Sims confirms that no Default is continuing or would occur as a result of that Subsidiary becoming
an Additional Borrower; and



the Subsidiary has acceded as an “Additional Borrower” and an “Additional Guarantor” under the
Common Terms Deed.



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Repetition of Representations



Delivery of an Accession Deed to the Lender constitutes confirmation by the relevant Subsidiary
that the representations and warranties in the Transaction Documents are true and correct in
relation to it as at the date of delivery as if made by reference to the facts and circumstances
then existing.




General




Governing law and jurisdiction




This agreement is governed by the laws of New South Wales.



Each Borrower irrevocably submits to the non-exclusive jurisdiction of the courts of New South
Wales.



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.



Each Borrower irrevocably waives any immunity in respect of its obligations under this agreement
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.



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.



Sims irrevocably accepts its appointment as process agent under clause 17.1(e).



Prohibition and enforceability




Any provision of, or the application of any provision of, any Transaction Document or any Power
which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the
extent of that prohibition.



Any provision of, or the application of any provision of, any Transaction 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.



Waivers




Waiver of any right arising from a breach of this agreement or of any Power arising on default
under this agreement or on the occurrence of an Event of Default must be in writing and signed
by the party granting the waiver.



A failure or delay in exercise, or partial exercise, of:



a right arising from a breach of this agreement or the occurrence of an Event
of Default; or



a Power created or arising on default under this agreement or on the
occurrence of an Event of Default,



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does not result in a waiver of that right or Power.



A party is not entitled to rely on a delay in the exercise or non-exercise of a right or Power
arising from a breach of this agreement or on a default under this agreement or on the
occurrence of an Event of Default as constituting a waiver of that right or Power.



A party may not rely on any conduct of another party as a defence to exercise of a right or
Power by that other party.



This clause may not itself be waived except in writing.



Variation



A variation of any term of this agreement must be in writing and signed by the parties.




Cumulative rights



The Powers are cumulative and do not exclude any other right, power, authority, discretion or
remedy of the Lender, any Receiver or Attorney.




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



Each of the attorneys executing this agreement states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.




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Schedules




Table of contents




	 	 	 	 	 

	Borrowers
	 	 	44	 
	Key Terms Schedule
	 	 	47	 
	Fee Schedule
	 	 	51	 
	Funding Notices
	 	 	54	 
	Selection Notice
	 	 	60	 
	Renewal Notice
	 	 	62	 






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Schedule 1



Borrowers



Clause 1.2 (Definitions)




	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	incorporation /	 	 
	 	 	registration /	 	 
	Name	 	organisation	 	Company number (if any)
	Sims Metal Management
Limited

	 	Australia
	 	69 114 838 630
	Sims Group Australia
Holdings Limited

	 	Australia
	 	37 008 634 526
	Sims Aluminium Pty Limited

	 	Australia
	 	93 004 370 905
	Sims Group UK Limited

	 	United Kingdom
	 	3242331
	Sims Group UK Holdings
Limited

	 	United Kingdom
	 	2904307
	Mirec B.V.

	 	The Netherlands
	 	17073024
	Sims Recycling Solutions AB

	 	Sweden
	 	N/A
	Sims Group USA Corporation

	 	Delaware
	 	N/A
	Sims Group Global Trade
Corporation

	 	Delaware
	 	N/A
	North Carolina Resource
Conservation, LLC

	 	North Carolina
	 	N/A
	Sims Group USA Holdings
Corporation

	 	Delaware
	 	N/A
	Schiabo Larovo Corporation

	 	Delaware
	 	N/A






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	 	 	Jurisdiction of	 	 
	 	 	incorporation /	 	 
	 	 	registration /	 	 
	Name	 	organisation	 	Company number (if any)
	Simsmetal East LLC

	 	Delaware
	 	N/A
	Simsmetal West LLC

	 	Delaware
	 	N/A
	Metal Management, Inc.

	 	Delaware
	 	N/A
	Metal Management Alabama,
Inc.

	 	Delaware
	 	N/A
	Metal Management Arizona,
L.L.C.

	 	Arizona
	 	N/A
	SMM New England Corporation

(formerly known as Metal
Management Connecticut,
Inc.)

	 	Delaware
	 	N/A
	Metal Management Memphis,
L.L.C.

	 	Tennessee
	 	N/A
	Metal Management Midwest,
Inc.

	 	Illinois
	 	N/A
	Metal Management
Mississippi, Inc.

	 	Delaware
	 	N/A
	Metal Management Northeast,
Inc.

	 	New Jersey
	 	N/A
	Metal Management Ohio, Inc.

	 	Ohio
	 	N/A
	Metal Management West, Inc.

	 	Colorado
	 	N/A
	Proler Southwest LP

	 	Texas
	 	N/A
	Metal 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.)

	 	N/A
	 	Illinois
	Sims Recycling Solutions,
Inc. 
(formerly United
Refining & Smelting Co)

	 	N/A
	 	Illinois






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Schedule 2



Key Terms Schedule



Sub-facilities



Part 1 — Cash Advance Facility




	 	 	 	 	 

	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 — Commercial 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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Part 3 — Credit Support Facility




	 	 	 	 	 

	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
	 

	 	[*]
	 	[*]





Part 4 — Trade Finance Facility




	 	 	 	 	 

	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
	 

	 	[*]
	 	[*]





Part 5 — Overdraft Facility




	 	 	 	 	 

	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; and
	 	 	79 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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Facilities



Part A — A$ Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	A$87,200,000
	 
	 	 
	Termination Date

	 	The date which is three years after the date of the
Common Terms Deed.





Part B — US$ Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	US$250,000,000
	 
	 	 
	Termination Date

	 	The date which is three years after the date of the
Common Terms Deed.





Part C — GBP Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	£82,500,000
	 
	 	 
	Termination Date

	 	The date which is three years after the date of the
Common Terms Deed.





Part D — General




	 	 	 	 	 	 	 
	Commitment	 	A$ Facility	 	US$ Facility	 	GBP Facility
	 	 	 	 	millions	 	 
	 

	 	A$87.2
	 	US$250
	 	£82.5
	Commitment 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




     Fee Schedule



Cash Advance Facility fees



Such fees referable to the Cash Advance Facility as advised by the Lender to Sims from time to
time.




Commercial Bills Facility fees




	 	 	 	 	 
	Charge type	 	Pricing	 	Min/Max
	Bill Handling Fee

	 	A$150
	 	n/a






Credit Support Facility fees



Such fees referable to the Credit Support Facility as advised by the Lender to Sims from time
to time.




Trade Finance Facility fees




	 	 	 	 	 	 	 
	Product	 	 	 	 	 	 
	Imports	 	Charge Type	 	Pricing	 	Min/Max
	Import Documentary
Collections

	 	Document handling
	 	0.25% of collection amount
	 	A$100 / A$1000
	 

	 	Accepted Bills received for
payment
	 	A$80
	 	n/a
	 

	 	Documents free of payment
	 	A$80
	 	n/a
	 

	 	Consignment
	 	A$100
	 	n/a
	 

	 	AWB release issuance
	 	A$100
	 	n/a
	 

	 	Avalisation Bills of Exchange
	 	On application
	 	MinA$100
	 

	 	Additional handling charges
	 	A$80
	 	n/a
	 

	 	Import collection
cancellation
	 	A$75
	 	A$75
	Import Documentary
Letters of Credits
(IDLC)

	 	Issuance
	 	0.125% of amount for each
6 month period or part
thereof
	 	A$100






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	Product	 	 	 	 	 	 
	Imports	 	Charge Type	 	Pricing	 	Min/Max
	 

	 	Issuance — via bank’s
e-channel
	 	0.125% of amount for each
6 month period or part
thereof
	 	A$75
	 

	 	Amendment
	 	 A$80
	 	n/ a
	 

	 	Amendment — via bank’s
e-channel
	 	 A$65
	 	n/a
	 

	 	Increase in value
	 	0.125% of amount for each
6 month period or part
thereof
	 	n/a
	 

	 	Extension of expiry
	 	0.125% of amount for each
6 month period or part
thereof
	 	n/a
	 

	 	Back-to-back issuance
	 	Price on Application
	 	MinA$300
	 

	 	Cash-covered issuance
structuring
	 	Price on application
	 	Min A$100
	Bank’s e-channel

	 	System set-up
	 	 n/a
	 	n/a
	 

	 	Monthly channel cost
	 	 n/a
	 	n/a
	Drawings under IDLC

	 	Document handling
	 	 0.3%
	 	A$100 / A$1000
	 

	 	Acceptance/deferred payment
	 	0.125% per 30 day period
or part thereof
	 	MinA$80
	 

	 	Drawing under expired DC
	 	 A$80
	 	n/a
	 

	 	Discrepancy fee
	 	 US$100 or A$ Equivalent
	 	n/a
	 

	 	Reimbursement Commission
	 	 US$100 or A$ Equivalent
	 	n/a
	 

	 	Telex fee
	 	 US$20 or A$ Equivalent
	 	n/a
	Exports
	 	 	 	 	 	 
	Export Documentary 

Collections

	 	Document handling
	 	 0.25%( includes GST)
	 	A$100 / A$1000
	 

	 	Documents free of payment
	 	 A$80 ( includes GST)
	 	n/a
	 

	 	Tracers for payment
	 	 A$20
	 	n/a
	 

	 	Additional handling charges
	 	 A$80 ( includes GST)
	 	n/a
	Foreign Bills Negotiated

	 	Document handling
	 	 0.25% (GST exempt)
	 	A$100 / A$1000
	 

	 	Additional handling charges
	 	 A$80 ( includes GST)
	 	n/a






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	Product	 	 	 	 	 	 
	Imports	 	Charge Type	 	Pricing	 	Min/Max
	Export Documentary 

Letters Credits (EDLC)

	 	Advising
	 	 A$90
	 	n/a
	 

	 	Advising of amendments
	 	 A$50
	 	n/a
	 

	 	Assignment of proceeds
	 	 A$100
	 	n/a
	 

	 	Transfer of EDLC
	 	0.25%on value of transfer
	 	Min A$300
	 

	 	Transfer of amendment
	 	 A$80
	 	n/a
	 

	 	Confirmation of EDLC (charge
for Bank and Country Risk)
	 	Point of application
	 	Min US$50
	 

	 	Without Recourse Export

Finance
	 	Point of application	 	 
	Drawings under EDLC

	 	Document handling
	 	 0.25%
	 	A$80 / A$1000
	 

	 	Acceptance
	 	Price on application
	 	MinA$80
	 

	 	Discrepancy fee
	 	 A$50
	 	n/a
	 

	 	Telex fee
	 	US$20 or A$ equivalent
	 	n/a
	Trade Advances

	 	Draw down
	 	 A$50
	 	n/a
	 

	 	Roll over
	 	 A$50
	 	n/a
	 

	 	Prepayment
	 	 A$50 plus Break Costs
	 	n/a
	 

	 	Late payment fee
	 	 A$50
	 	n/a
	Out of pocket expenses

	 	SWIFT per message
	 	 MinA$15
	 	n/a
	 

	 	Telex per message
	 	 MinA$20
	 	n/a
	 

	 	Fax per message

(international)
	 	 MinA$20
	 	n/a
	 

	 	Fax per message (domestic)
	 	 MinA$5 plus A$1 per page
	 	n/a
	 

	 	Courier (International)
	 	 At cost
	 	MinA$30
	 

	 	Courier (domestic)
	 	 At cost
	 	MinA$20
	 

	 	Express post
	 	 At cost
	 	Min A$10






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Schedule 4




     Funding Notices



     Clause
4.2 (Requirements for a Funding Notice)




Part A — Funding Notice (Cash Advance Facility and Trade Advances or Proceeds of
Negotiation under Trade Finance Facility)


To: Commonwealth Bank of Australia (Lender)



Attention: [insert relevant name]



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 4 of the Facility Agreement:



We give you notice that we wish to draw on [insert date] (Funding Date).



The aggregate Original Amount to be drawn is [insert amount].



Particulars of each Funding Portion are:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(in Dollars or	 	 	 	 	 	Obligation (Trade
	 	 	 	 	 	 	Dollars or specify	 	applicable Foreign	 	 	 	 	 	Finance Facility
	Borrower	 	Facility	 	Sub-facility	 	Foreign Currency	 	Currency)	 	Original Amount	 	Funding Period	 	only)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





The proceeds of each Funding Portion are to be used in accordance with clause 3.2 of the
Facility Agreement.



We request that the proceeds [be remitted to account number [insert account number] at [insert
details]/be applied towards satisfaction of the above Obligation.]



[Note: for Proceeds of Negotiation only] [The Foreign Bill to be negotiated in connection with the
Funding Portion is attached.]



We represent and warrant that no Default has occurred which is continuing or will result from
the provision of any Funding Portion[, except as follows: [insert details], and we propose the
following remedial action [insert details]].



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A term defined in the Facility Agreement has the same meaning when used in this Funding Notice.




	 	 	 	 	 

	date

	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	Signed for and on behalf of

[insert Borrower]

by	 	 
	sign
here ►
	 	 	 	 
	 

	 	 	 	 
	 

	 	Officer	 	 
	print name
	 	 	 	 
	 

	 	 	 	 





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     Part B — Commercial Bills Facility


Clause
4.2 (Requirements for a Funding Notice)



To: Commonwealth Bank of Australia (Lender)



Attention: [insert relevant name]



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 4 of the Facility Agreement:



we give you notice that we wish to draw on [insert date] (Funding Date);



the aggregate Original Amount to be drawn is A$[insert amount];



particulars of the Funding Portion are:




	 	 	 	 	 	 	 
	 	 	 	 	Face Value	 	 
	Borrower	 	Facility	 	Amount	 	Funding Period
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




and in respect of each Bill Funding we request that you accept only/accept and discount/
endorse only/endorse and discount each Bill comprised therein.



Please prepare, complete and sign the Bills comprised in each Bill Funding on our behalf.




We represent and warrant that no Default has occurred which is continuing or will result from
the provision of any Funding Portion[, except as follows: [insert details], and we propose the
following remedial action [insert details]].


A term defined in the Facility Agreement has the same meaning when used in this Funding Notice.




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	date

	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	Signed for and on behalf of

[insert Borrower]

by	 	 
	sign
here ►
	 	 	 	 
	 

	 	 	 	 
	 

	 	Officer	 	 
	print name
	 	 	 	 
	 

	 	 	 	 





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     Part C — Funding Notice (Credit Support Facility and Documentary LCs under Trade
Finance Facility)



Clause
4.2 (Requirements for a Funding Notice)



To: Commonwealth Bank of Australia (Lender)



Attention: [insert relevant name]



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 4 of the Facility Agreement:



we give you notice that we wish to draw on [insert date] (Funding Date);



the aggregate Original Amount to be drawn is [insert amount];



particulars of the Funding Portion are:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Type of	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	contingent	 	 	 	Face Value Amount	 	 	 	 
	 	 	 	 	 	 	liability	 	 	 	(in Dollars or	 	 	 	 
	 	 	 	 	 	 	(Documentary	 	 	 	applicable	 	 	 	 
	 	 	 	 	 	 	LC, Standby LC	 	Expiry	 	Foreign	 	Original	 	 
	Borrower	 	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.]


[A copy of the Payment Documents for each Documentary LC requested above is attached.]




[A copy of the Application for Irrevocable Documentary Credit for each Documentary LC requested
above is attached.]



[The effective rate interest rate and period for which that interest is to accrue under each of
the Finance Contracts for each Credit Support Document requested above is as follows: [insert
details]]



We request that you deliver each requested Credit Support Document to the relevant Beneficiary
specified above;



We represent and warrant that no Default has occurred which is continuing or will result from
the provision of any Funding Portion[, except as follows: [insert details], and we propose the
following remedial action [insert details]].


A term defined in the Facility Agreement has the same meaning when used in this Funding Notice.




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	date

	 	 	 	 
	 

	 	 	 	 
	 

	 	

Signed for and on behalf of

[insert Borrower]

by	 	 
	sign
here ►
	 	 	 	 
	 

	 	 	 	 
	 

	 	Officer	 	 
	print name
	 	 	 	 
	 

	 	 	 	 





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Schedule 5




     Selection Notice



     Clause
5.4 (Selection Notice)


To: Commonwealth Bank of Australia (Lender)



Attention: [insert relevant name]



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 4 of the Facility Agreement:




We give you notice that, in respect of the [A$ Facility / US$ Facility / GBP
Facility], we wish to select the following Funding Period for the following Funding
Portion under the Cash Advance Facility with effect on the date that the current
Funding Period applicable to the relevant Funding Portion ends: [insert details of
Funding Portion including the Principal Amount, existing Funding Period, new Funding
Period and Selection Date].



We give you notice that, in respect of the [A$ Facility / US$ Facility / GBP Facility], we wish
to divide the following Funding Portion under the Cash Advance Facility into the following
amounts and with the following Funding Periods with effect on the date that the current
Funding Period applicable to the relevant Funding Portion ends: [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].



We represent and warrant that no Default has occurred which is continuing[, except as follows:
[insert details], and we propose the following remedial action [insert details]].


A term defined in the Facility Agreement has the same meaning when used in this Selection Notice.




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	date

	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	Signed for and on behalf of

[insert Borrower]

by	 	 
	sign
here ►
	 	 	 	 
	 

	 	 	 	 
	 

	 	Officer	 	 
	print name
	 	 	 	 
	 

	 	 	 	 





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Schedule 6




     Renewal Notice


To: Sims Metal Management Limited (Sims)



Attention: [insert relevant name]



Date:



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and the Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 3.5 of the Facility Agreement we give you notice that the Lender has agreed to extend
the Final Termination Date by 12 months, from [insert date] (Existing Final Termination Date) to
[insert date] (New Final Termination Date), subject to the following conditions:




the Borrowers indicating their acknowledgement and agreement to the extension of the Final
Termination Date by 12 months, by signing and delivering this notice to the Lender within 30
days of receiving it;



[the Borrowers indicating their acknowledgement and agreement to the Key Terms Schedule being
amended and restated in the form set out in the Schedule to this notice, by initialling the
attached schedule and delivering the initialled schedule (attached to this notice) to the
Lender within 30 days of receiving it]; and



[insert additional conditions precedent as required].



Subject to the above conditions being satisfied, we agree that on and from [insert date which is
to be the upcoming anniversary date of the Common Terms Deed]:




the definition of “Final Termination Date” in clause 1.2 of the Facility Agreement shall be
amended to be the New Final Termination Date; [and



the Key Terms Schedule will be amended and restated in the form set out in the attached Schedule;
and


the “Margin” for the purposes of the Group Limit Facility will be amended to be as follows:]




	 	 	 
	Group Limit Amount (A$)	 	Margin
	[*]
	 	[*]
	[*]
	 	[*]







A term defined in the Facility Agreement has the same meaning when used in this Renewal
Notice.



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Schedule — Amended and restated Key Terms Schedule



[to be inserted]



Lender




Signed for

Commonwealth Bank of Australia

by its attorney




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Attorney
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested





62









 







Agreed and acknowledged by Sims for itself and on behalf of the other Borrowers:



Sims




Signed for

Sims Metal Management Limited




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director/Company Secretary
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






63









 








Schedule 7




Revised Commitment Notice




To:      Sims Metal Management Limited (Sims)



Attention: [insert relevant name]



Date:



We refer to the multi-option facility agreement dated 2 November 2009, as amended from time to
time, between each party listed in Schedule 1 of that agreement (as Borrowers) and the Commonwealth
Bank of Australia (as Lender) (Facility Agreement).



Under clause 3.6 of the Facility Agreement we give you notice that, as of the date you sign this
Revised Commitment Notice, the Commitment under the:





	(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],




which in aggregate is equivalent to a total amount of A$450,000,000.



A term defined in the Facility Agreement has the same meaning when used in this Revised Commitment
Notice.



This is a Transaction Document for the purposes of the Facility Agreement.




[*] Confidential Treatment Requested





64









 








Lender




Signed for

Commonwealth Bank of Australia

by its attorney




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Attorney
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 





Agreed and acknowledged by Sims for itself and on behalf of the other Borrowers:




Sims




Signed for

Sims Metal Management Limited




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director/Company Secretary
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 





Date signed by Sims:




[*] Confidential Treatment Requested







65









 








Signing page




Executed as an agreement




Sims




Signed sealed and delivered by

Sims Metal Management Limited

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered by

Sims Group Australia Holdings Limited

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested





66









 








Borrower




Signed sealed and delivered by

Sims Aluminium Pty Limited

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered by

Sims Group UK Limited

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






67









 








Borrower




Signed sealed and delivered by

Sims Group UK Holdings Limited

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered by

Mirec B.V.

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






68









 








Borrower




Signed sealed and delivered by

Sims Recycling Solutions AB

by




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Director
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Sims Group USA Corporation

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

in the presence of
	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested







69









 








Borrower




Signed sealed and delivered for

Sims Group Global Trade Corporation

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

North Carolina Resource Conservation, LLC

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested





70









 








Borrower




Signed sealed and delivered for

Sims Group USA Holdings Corporation

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Schiabo Larovo Corporation

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested







71









 








Borrower




Signed sealed and delivered for

Simsmetal East LLC

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Simsmetal West LLC

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






72









 








Borrower




Signed sealed and delivered for

Metal Management, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Metal Management Alabama, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested







73









 








Borrower




Signed sealed and delivered for

Metal Management Arizona, L.L.C.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

SMM New England Corporation (formerly known as Metal

Management Connecticut, Inc.)

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






74









 








Borrower




Signed sealed and delivered for

Metal Management Memphis, L.L.C.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Metal Management Midwest, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






75









 








Borrower




Signed sealed and delivered for

Metal Management Mississippi, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Metal Management Northeast, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested





76









 








Borrower




Signed sealed and delivered for

Metal Management Ohio, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Metal Management West, Inc.

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






77









 








Borrower




Signed sealed and delivered for

Proler Southwest LP

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Metal Dynamics Detroit LLC

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested






78









 








Borrower




Signed sealed and delivered for

Sims Recycling Solutions Holdings Inc. (formerly Sims

Recycling Solutions, Inc.)

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that
the signatory has received no notice of revocation of
the authority under which the signatory signs this
agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






Borrower




Signed sealed and delivered for

Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)

by its officer




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this agreement the signatory states that the signatory
has received no notice of revocation of the authority under which the
signatory signs this agreement	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested







79









 








Lender




Signed sealed and delivered for

Commonwealth Bank of Australia

by its attorney




	 	 	 	 	 

	sign here ►
	 	 	 	 
	 

	 	 

Attorney
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►
	 	 	 	 
	 

	 	 

Witness
	 	 
	 
	 	 	 	 
	print name
	 	 	 	 
	 

	 	 

	 	 






[*] Confidential Treatment Requested








80









 








Attachments




Table of contents



Accession Deed — Additional Borrowers




[*] Confidential Treatment Requested





81











 




Attachment 1



Accession Deed — Additional Borrowers



Clauses
1.2 (Definitions) and 16 (Additional Borrowers)



Date ►




	 	 	 

	This deed is made by
	 	 
	 
	 	 
	Sims

	 	Sims Metal Management Limited
	 
	 	 
	 

	 	ACN 114 838 630 of Sir Joseph Banks Corporate
Park, Suite 3, Level 2 32-34 Lord Street Botany
NSW 2019
	 
	 	 
	Additional 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.






This deed witnesses as follows:




Interpretation




Words and phrases defined in the Facility Agreement (including by incorporation) have the same
meaning when used in this deed.



[*] Confidential Treatment Requested





82









 







In this deed, Existing Borrower has the meaning set out below.




	 	 	 
	Term	 	Meaning
	Existing Borrower

	 	each person which is a Borrower under the Facility
Agreement at the time of execution of this deed.





Representations and warranties



The Additional Borrower[s] represent[s] and warrant[s] to, and for the benefit of the Lender,
as set out in clause 10.1 of the Facility Agreement, on the basis that:




each
reference to a Borrower in clause 10.1 of the Facility Agreement includes a reference to the
Additional Borrower[s];



each reference to a Transaction Document includes this deed and each other Transaction Document to
which the Additional Borrower[s] is a party; and


clauses
10.2 and 10.3 of the Facility Agreement apply to this clause 2 as if set out in full.



Status of Additional Borrower[s]



[Each/The] Additional Borrower agrees that it irrevocably becomes an ‘Additional Borrower’ as
defined in, and for all purposes under, the Facility Agreement as if named in and as a party to the
Facility Agreement, and accordingly is bound by the Facility Agreement as an Additional Borrower.



Receipt of documents



[Each/The] Additional Borrower acknowledges having received and reviewed to its satisfaction a
copy of each Transaction Document and each other document requested by it before signing this deed.



Confirmation by existing Transaction Parties



Sims (for itself and as attorney for each other Transaction Party) confirms that nothing in
this deed:



affects the validity or enforceability of the Transaction Documents;




[*] Confidential Treatment Requested






 









 








prejudices or adversely affects any right, power, authority, discretion or remedy
arising under the Transaction Documents; or



discharges, releases or otherwise affects any liability or obligation arising under the
Transaction Documents.


Governing law



This deed is governed by the laws of New South Wales.



Benefit of deed



This deed is given in favour of and for the benefit of:




the Lender; and



each Borrower,


under the Facility Agreement and their respective successors and permitted assigns



Address for notices



The details for [each/the] Additional Borrower for service of notices are:




	 	 	 

	Address:

	 	[            ].
	 
	 	 
	Attention:

	 	[            ].
	 
	 	 
	Facsimile:

	 	[            ].





Attorneys



Each of the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.




[*] Confidential Treatment Requested





 









 




EXECUTED as a deed.





	 	 	 	 	 
	 

	 	Sims	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Metal Management Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Frank Moratti
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratti
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Daniel W. Dienst
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Daniel W. Dienst
 

	 	 
	 
	 






	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group Australia Holdings Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Frank Moratti
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratti
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Rodney Shields
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Rodney Shields	 	 
	 

	 	 	 	 
	 
	 






[*] Confidential Treatment Requested



 88

 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Aluminium Pty Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Frank Moratti
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratti
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Rodney Shields
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Rodney Shields
 

	 	 
	 
	 







	 	 	 	 	 
	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group UK Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	M. Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	G. Davy
 

	 	 
	 
	 









[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group UK Holdings Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	M.
Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	G.
Davy
 

	 	 
	 
	 






	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Mirec B.V.	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	M. Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	G. Davy
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jon Godfrey
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jon Godfrey
 

	 	 
	 
	 







[*] Confidential Treatment Requested




 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Recycling Solutions AB	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	M. Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	G. Davy
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jon Godfrey
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jon Godfrey
 

	 	 
	 
	 







	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group USA Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group Global Trade Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 






	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	North Carolina Resource Conservation, LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group USA Holdings Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 







	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Schiabo Larovo Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Simsmetal East LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 






	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Simsmetal West LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Alabama, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 




	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Arizona, L.L.C.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ L. Steven Shinn
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	L. Steven Shinn
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Evelyn Panlaqui
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Evelyn Panlaqui
 

	 	 
	 
	 







	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	SMM New England Corporation (formerly known as Metal
Management Connecticut, Inc.)	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Memphis, L.L.C.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Midwest, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Mississippi, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 






	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Northeast, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Ohio, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here   ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here   ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 






	 	 	 	 	 
	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management West, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here   ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here   ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Proler Southwest LP	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 






	 	 	 	 	 
	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Dynamics Detroit LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 
	 
	 







[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Recycling Solutions Holdings Inc. (formerly Sims
Recycling 

Solutions, Inc.)
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Darrell Stoecklin
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Darrell Stoecklin
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jeanne Grimmer
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jeanne Grimmer
 

	 	 
	 
	 






	 	 	 	 	 
	 

	 	Borrower	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Darrell Stoecklin
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Darrell Stoecklin
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jeanne Grimmer
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jeanne Grimmer
 

	 	 
	 
	 








[*] Confidential Treatment Requested



 









 





	 	 	 	 	 

	 

	 	Lender	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Commonwealth Bank of Australia	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Penelope Bishop
 

Attorney
	 	 
	 
	 	 	 	 
	print name

	 	Penelope Bishop
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Katherine Morrison
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Katherine Morrison
 

	 	 
	 
	 







[*] Confidential Treatment Requested