exv4w16





EXHIBIT 4.16


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.



Institutional Banking

Level 3, 179 Elizabeth Street

SYDNEY NSW 2000



Phone: (02) 9284 9408

Fax: (02) 9284 8259



Institutional Banking

63 StMary Axe

LONDON EC3A 8LE



Phone: 0171 621 7107

Fax: 0171 621 7518



Institutional Banking

575 Fifth Avenue, 39th Floor

New York, New York 10017



Phone: (212) 551 1835

Fax: (212) 687-5176




1 November 2000




Mr. Ross Cunningham

Executive Director

Simsmetal limited

Level 6, 41 McLaren Street

North Sydney NSW 2000




Dear Ross,




MULTICURRENCY REVOLVING FLOATING RATE CASH

ADVANCE FACILITY



Westpac Banking Corporation (Westpac) is pleased to offer Simsmetal Limited ACN 008 634 526
(Simsmetal) a facility on the terms set out in this letter.



The facility is also available to any wholly owned, subsidiary of Simsmetal that becomes a party to
this letter, and the Standard Terms (described below) and has the benefit of the security described
in the facility details below. (Borrowing Subsidiary).



Please confirm Simsmetal’s acceptance of this offer by signing on the accompanying copy of this
letter and returning it to us before the offer expiry date of 30 November 2000.



Capitalised terms used in this letter are defined in the text or in Clause 9 below.



This is a Bank Document for the purposes of the Standard Terms agreement between Simsmetal and
Westpac, dated about the date of this letter. (Standard Terms).




[*] Confidential Treatment Requested




 








 





FACILITY DETAILS




	 	 	 
	Maximum amount outstanding at 

any time:

	 	A$100,000,000.00 or its equivalent in
Alternative Currencies (as reduced, the
Commitment). Simsmetal may after 1 year
from the date of this agreement, cancel
all or part of the undrawn Commitment on
twenty (20) Business Days’ notice to
Westpac. The Commitment will be
automatically cancelled on the last day
of the Term.
	 
	 	 
	Margin
	 	Initially, [*] per annum, but varying in accordance with the
Total Debt/EBITDA multiple for the previous six months, (December figures) or twelve months
(June figures). The Margin will vary as set out in the following schedule. The first review
of pricing will be in respect of the (annualised) six month period ending 30 June 2000. Any
revised margin will take effect from the following (June period) 1 October or (December
period) 1 April. Calculation and definition of the Debt/EBITDA multiple is set out in the
Standard Terms.


Total Debt/EBITDA           Margin


[*]


	 
	 	 
	Nature of Facility:

	 	The facility is revolving.
	 
	 	 
	Interest rate:

	 	For each interest period for each
advance, the Base Rate (as defined in
Clause 9) plus the Margin and (in the
case of advances by Westpac London) the
Mandatory Cost, as calculated under the
formulae attached to this letter. It is
payable in arrears on the last day of
each interest period and on repayment or
prepayment of the relevant principal.
	 
	 	 
	Term:

	 	3 years from the date of acceptance of
this letter by Simsmetal or as otherwise
agreed (the Term).
	 
	 	 
	Repayment:

	 	In one sum at the end of the Term.
	 
	 	 
	Fees:
	 	 
	 
	 	 
	-
   [*]

	 	[*]
	 
	 	 
	-    Commitment fee

	 	A rate percent pa of the daily amount of
the undrawn portion of the Commitment
from the date of acceptance of this
letter payable in arrears on the last
Business Day of each calendar quarter and
on the day the Commitment is cancelled,
(or at other intervals designated by
Westpac from time to time).
	 
	 	 
	 

	 	The rate on any day will be [*] of the Margin applicable on that day.
	 
	 	 
	Purpose:

	 	General corporate purposes.
	 
	 	 
	Security:

	 	 ̈    Interlocking guarantee between
Simsmetal Limited and all controlled
entities excluding Simsmetal Industries
Ltd (NZ) and certain subsidiaries of
Simsmetal UK Holdings Limited.

	 
	 	 
	 

	 	 ̈    The Standard Terms.








	1.	 	DRAWINGS





Facility





Simsmetal and any Borrowing Subsidiary can draw an advance under the facility on any
Business Day. The currency of each advance shall be Australian dollars, US dollars, Pounds
Sterling, Euros or, subject to availability, another Alternative Currency.



[*] Confidential Treatment Requested




 










 






The Original Dollar Amount of all outstanding advances together with the Original Dollar
Amount of any requested advance must not exceed the Commitment.




Advances in Australian dollars will be made by Westpac’s Sydney office.




Advances in Alternative Currencies will be made by Westpac’s London or New York office,
unless Westpac agrees otherwise.



Minimum denominations





Each advance must have a minimum amount as follows:




 ̈     if in Australian dollars, $10,000,000, with an integral multiple of $1,000,000.




 ̈     if in US dollars, $5,000,000, with an integral multiple of $1,000,000.




 ̈      if in Pounds Sterling, GBP5,000,000, with an integral multiple of GBP 1,000,000.




 ̈      if in euros, EURO5,000,000, with an integral multiple of EURO1,000,000.




 ̈      if in another Alternative Currency, a minimum amount and integral multiple as
advised by Westpac;




or which is equal to the amount remaining for the undrawn Commitment.




Advances in no more than three (3) currencies maybe outstanding at any one time.



Conditions Precedent





Before Simsmetal or a Borrowing Subsidiary can draw an advance it needs to:




 ̈     sign and return a copy of this letter or become a party to this letter;




 ̈     deliver the following in form and substance satisfactory to Westpac;




	 	*	 	the security documents (if any) referred to above duly executed; and
	 
	 	*	 	in relation to Simsmetal and each Borrowing Subsidiary incorporated in
Australia and each entity giving security incorporated in Australia, a
verification certificate in the form attached to this letter with the
attachments referred to;
	 
	 	*	 	 in relation to each Borrowing Subsidiary incorporated outside of Australia
and each entity giving security incorporated outside of Australia, a
verification certificate with the attachments referred to, other than a legal
opinion. (Referred to in clause 4(i) and 4(k) of the standard terms).






	 	 ̈	 	pay the [*]





[*] Confidential Treatment Requested




 









 






	 	 ̈	 	reimburse Westpac for the cost of any company searches it may conduct in respect of
this letter; and
	 
	 	 ̈	 	give a drawdown notice for the advance, in the form attached by 10 am (local time of
the Westpac office making the advance) at least two (2) Business Days before the
drawdown date. For a drawing in an Alternative Currency this must be received at
Westpac’s addresses in London or New York and copied to its Sydney address referred to
above; for a drawing in Australian dollars, at its address in Sydney referred to above.





default





Westpac is not obliged to provide an advance which would increase the amount lent if on the
drawdown there is a continuing Event of Default (as defined in the Standard Terms or a
breach or other event with notice or time or both would become an Event of Default.



Westpac right to draw bills





At any tine, Westpac may prepare at its cost reliquification bills in respect of an
Australian dollar advance and deal with them as it sees fit. These bills must mature on or
before the end of the interest period for the advance, and their total face amount must not
be more than the total amount of principal and interest of that advance.




For value, Simsmetal and each Borrowing Subsidiary irrevocably authorises Westpac (or those
authorised by it) to prepare and sign those bills on the borrower’s behalf, as drawer,
endorser or both.




Westpac will indemnify Simsmetal and each Borrowing Subsidiary against any liability, loss,
cost and expense in relation to the bills. If a reliquification bill is presented to
Simsmetal or a Borrowing Subsidiary and it pays it, the amount of that payment will be taken
to have been applied against the amounts it owes under this letter. Otherwise, the
indemnity obligation will not affect a borrower’s obligations under this letter in any way.




Simsmetal and each Borrowing Subsidiary must make payments in relation to an advance even
though reliquification bills are outstanding in relation to that advance.




	2.	 	CALCULATION OF INTEREST






Interest for each advance accrues daily on the outstanding principal.




Interest is calculated on actual days elapsed and a year of 365 days for Australian dollars
and Pounds Sterling and a year of 360 days for United States dollars and Euros. For other
Alternative Currencies, the basis will be advised by Westpac.




It will be determined by reference to interest periods selected by the borrower of the
advance. Each period begins on the drawdown date or on the last day of the previous
interest period.



[*] Confidential Treatment Requested




 









 






Unless Westpac agrees otherwise, interest periods must be of 1, 2, 3, 4, 5 or 6 months. If
an interest period would end on a day that is not a Business Day, then it will end on the
previous Business Day.




If an interest period begins on a date for which there is no corresponding date in the month
in which it is to end, it will end on the last Business Day of that month.




The borrower must select interest periods for advances so that they do not expire after the
last Business Day of the Term.




The borrower will select the interest period for an advance in the drawdown notice. It will
select each subsequent interest period by written notice to the Westpac office that made the
advance by 10 am (local time) at least 2 Business Days before the end of the previous
interest period. If the borrower fails to select a period, it will be taken to have
selected one of 3 months.




	3.	 	PAYMENT OBLIGATIONS





Interest and fees





Simsmetal will, or will ensure that the Borrowing Subsidiaries pay interest and fees as set
out in this letter. Interest on an advance will be paid in the currency of the advance, to
the Westpac office that made the advance and fees will be paid in Australian dollars to
Westpac’s Sydney office.



Rollovers





The borrower of an advance will repay it on the last day of its interest period. However,
if all or part of the advance is to continue in the same currency for a further interest
period, the amount of the advance which is to continue need not be repaid at the end of that
interest period except as follows.




The borrower of an advance may switch an advance from one currency to another at the end of
an interest period, but only by repaying the advance in the first currency and redrawing it
in the second currency. The ability of a borrower to redraw the advance in the second
currency will be subject to the other provisions of this letter.



Repayments and prepayments





The borrower of each advance will repay the amount lent as set out on the second page of
this letter, and in any event each advance at the end of its interest period except to the
extent it is being redrawn.




At any time Simsmetal may prepay all or part of the amount lent if it gives at least 5
Business Days’ prior written notice. Partial prepayments must be in multiples of $5,000,000
(or, if in an Alternative Currency, multiples that comply with the Minimum denominations in
clause 1).



[*] Confidential Treatment Requested




 









 






If at any time the aggregate of the Equivalent Amount of all Alternative Currency advances
and the amount of all Australian Dollar advances (the Current Aggregate) exceeds 110% of the
Commitment, then, if required by written notice from Westpac Simsmetal must within the
period stated in the notice repay, or ensure that a Borrowing Subsidiary repays, an amount
sufficient to ensure that the Current Aggregate does not exceed the Commitment.




If a borrower repays an advance during its interest period, it may need to pay break costs
as set out below. Repayments and prepayments will be made in the currency of the relevant
advance. Amounts repaid or prepaid may be redrawn.



Method of payment





Simsmetal and the Borrowing Subsidiaries will make all payments as specified by Westpac. In
the absence of a specific direction payments will be made:




	 	•	 	if in US$ (in respect of advances by Westpac London) to [“Westpac London USD
Account” with Chase Manhattan Bank, New York, Account No. 001-1-910-312. Chips U.I.D.
[CH004742] Swift Code [CHASUS33] (under reference Simsmetal or as specified by
Westpac)]; or






	 	•	 	if in US$ (in respect of advances by Westpac New York) to [“Westpac Banking
Corporation, Grand Cayman Branch” with Chase Manhattan Bank, New York, ABA 021 000 021,
Account No. 001-1910-460. Chips U.I.D. [CH] Swift Code [CHASUS33] (under reference
Simsmetal or as specified by Westpac)]; or
	 
	 	•	 	if in GBP to [“Westpac London Account” with Lloyds Bank, London, Account No
LLY0001036. Swift Code [LOYDGB2L] (under reference Simsmetal or as specified by
Westpac)]; or
	 
	 	•	 	if in euro to [“Westpac London Account” with ABN Amro Bank NV, Amsterdam, Account No
52-19-90-750 Swift Code ABNANL2A (under reference Simsmetal or as specified by
Westpac)]; or
	 
	 	•	 	if in Australian dollars, to [Institutional Banking Service Centre, Level 5, 179
Elizabeth Street, Sydney NSW 2000] (or as specified by Westpac); or






Payments must be in immediately available funds and free of any set-off or deduction, except
for taxes where required by law. All payments will be made by 11 am (local time) in the
place of payment.



[*] Confidential Treatment Requested




 









 






	4.	 	EXTERNAL CIRCUMSTANCES





Alternative Currency impracticability





If in Westpac’s opinion:




	 	•	 	there is any change in applicable law or any change in national or international
financial, political or economic conditions, currency availability, exchange rates or
exchange contracts which make it impractical for a particular advance to be denominated
in the selected. Alternative Currency during an interest period; or






then Westpac must notify Simsmetal promptly,




and:




	 	•	 	if the relevant drawdown notice requested that the advance be made in Australian
dollars if the relevant Alternative Currency was unavailable, or
	 
	 	•	 	Simsmetal and Westpac agree,






the advance will be made in Australian dollars. Otherwise, the drawdown notice will be
cancelled.




Market Disturbance


Westpac
may give a notice (a Disturbance Notice) to Simsmetal at any
        time before the beginning of an interest period if Westpac forms
the view        that market conditions in the relevant financial market for
the currency    concerned are seriously disturbed.


This includes circumstances where, in Westpac’s opinion, adequate and
        fair means are not available for fixing the Base Rate, or deposits in
the     currency concerned are not available in the ordinary course of
business to     Westpac in the relevant financial market, or the cost to
Westpac of      obtaining deposits in the relevant financial market exceeds
the Base Rate,          or because of national or international financial, political or
economic        circumstances or exchange rates or exchange controls it is
impractical for         it to fund the advance for the interest period.




If a Disturbance Notice relates to an advance which has not been made,
        Westpac’s obligations to make the advance shall be suspended
while it and    Simsmetal negotiate alternative arrangements.  If they
reach agreement         within 30 days, those alternative arrangements will
apply.  If they do not          reach agreement within that period, Westpac will be
released from its       obligations to make the advance.



If the Disturbance Notice relates to an advance which has been made,
        Westpac will maintain the advance, and will within 30 days after
giving          the Disturbance Notice notify Simsmetal of an alternative basis for
        maintaining the advance.  Simsmetal will comply with the
alternative     basis.  Westpac and Simsmetal will consult monthly while
the alternative         basis is in force, and if the circumstances which justified
the establishment       of the alternative basis cease to apply, Westpac will
revoke the alternative          basis as promptly as practicable.


An alternative basis may be retrospective to the beginning of the relevant
        interest period, and may include alternative currencies, interest
periods or      methods of fixing the interest rate.




Illegality





If it becomes illegal for Westpac to make, fund or maintain on any advance under this
letter, Westpac may give notice to Simsmetal:




	 	(a)	 	terminating the Commitment; and
	 
	 	(b)	 	requiring the immediate prepayment of all or any amounts owing by Simsmetal and
the Borrowing Subsidiaries under this letter.






The borrower of the advance will make that payment immediately (or at such later time as
Westpac may agree).




This paragraph applies if there is a change in any relevant law or treaty, or if any
relevant government or government body (including a court) interprets (or changes its
interpretation of) any relevant law or treaty in such a way as to make it unlawful or
impractical for Westpac to make, fund or maintain an advance.



[*] Confidential Treatment Requested




 









 






	5.	 	YIELD PROTECTION AND ADDITIONAL PAYMENTS





Time of payment





Unless otherwise stated, amounts payable under this clause are payable within 2 Business
Days of demand.



Yield Protection





See the Standard Terms.



Break costs





If for any reason Simsmetal or a Borrowing Subsidiary repays an amount of an advance during
an interest period, then it must pay an amount certified by Westpac to be its break costs.
Westpac’s break costs are the amount determined by it to be the costs incurred by it
(including loss of margin, and the cost of liquidating or redeploying deposits), by reason
of the repayment of the advance.



Indemnity and costs





See the Standard Terms.



Goods and Services Tax





See the Standard Terms.



[*]




Tax





See the Standard Terms.



Stamp duty





See the Standard Terms.




	6.	 	REPRESENTATIONS AND UNDERTAKINGS






Simsmetal and the Borrowing Subsidiaries make the representations and give the undertakings
in the Standard Terms referred to above.



[*] Confidential Treatment Requested




 









 






	7.	 	WESTPAC’S REMEDIES AND POWERS





Event of Default





If an Event of Default (as defined in the Standard Terms) occurs then Westpac may either or
both:




	 	(a)	 	terminate the facility and cancel the Commitment; and
	 
	 	(b)	 	amounts under this letter, all accrued interest, and all other amounts
outstanding under this letter, and Simsmetal and the Borrowing Subsidiaries must pay
them immediately.





Application of money — set-off





If Simsmetal and the Borrowing Subsidiaries do not pay an amount when due, Westpac may apply
any money in any of their accounts or deposits (whether or not matured) in payment of any
amount payable under this letter. It need not do so. It can convert currencies using its
normal procedures. Simsmetal and the Borrowing Subsidiaries may not exercise any set-off
against Westpac (except to the extent mandatorily required by law).



No waiver





No failure to exercise a power, and no delay in exercising a power, operates as a waiver.
Waivers must be in writing.



Statement





A written statement by Westpac as to any amount due under this letter will be sufficient
evidence of that amount unless Simsmetal proves it wrong.




	8.	 	GENERAL





Assignment and securitisation





Neither Simsmetal nor a Borrowing Subsidiary may assign its rights under this letter.
Westpac may transfer any part of its rights. Simsmetal and the Borrowing Subsidiaries will
not withhold that consent unreasonably. Westpac will not disclose information concerning
this facility or Simsmetal and the Borrowing Subsidiaries to a potential transferee or
sub-participant without the prior consent of Simsmetal and/or its Borrowing Subsidiaries.
This consent will not be withheld unreasonably. Westpac may from time to time change its
office at which accommodation is made or carried, provided that if at the time of any change
from one office to another the effect thereof would be to increase any amount payable by
Simsmetal and/or its Borrowing Subsidiaries under this letter then such change shall not be
made without the prior written consent of Simsmetal.



[*] Confidential Treatment Requested




 









 




Notwithstanding any other provision set forth in this letter, Westpac may at any time
assign, as collateral or otherwise, any of its rights (including, without limitation, rights
to payments of principal and/or interest on advances) under this letter in respect of
accommodation made or carried by a Westpac office in the United States of America to any
Federal Reserve Bank without notice to, or consent of, Simsmetal and/or its Borrowing
Subsidiaries or any of their agents, successors or assigns.


Where Westpac wants to transfer any part of its obligations Simsmetal and the Borrowing
Subsidiaries will sign when reasonably requested by Westpac a document which will effect
that transfer and which does not their obligations. Westpac will bear its own costs and
stamp duty on that document.


Notices


Any notice, demand, statement, certificate or other communication by Westpac may be given by
any employee of Westpac whose title includes the words “manager”, “head”, “counsel” or
“president” or any attorney authorised to do so.



Notices must be in writing. They may be sent by facsimile, post or any other means to the
recipient’s address or number set out on the signature page or any other address or number
notified to the sender by the recipient. Facsimile may only be used for “value” notices
(like drawdown notices) if Westpac and the sender have agreed how to aportion the risks of
using facsimile.


Notices will be taken to have been given, if delivered or left at that address, on the dates
on which they are delivered and left.


Governing law and jurisdiction


This letter is governed by New South Wales law. Simsmetal and the Borrowing Subsidiaries
accept the non-exclusive jurisdiction of the courts having jurisdiction there.



	9.	 	INTERPRETATION





Alternative Currency means US dollars, Pounds Sterling, euro and any other currency agreed
by Westpac (other than Australian dollars) which is freely
transferable and convertible into US dollars.


Base Rate means:



	 	(a)	 	in relation to Australian dollars, BBR;
	 
	 	(b)	 	in relation to US dollars, Pounds Sterling, and euro, LIBOR; and
	 
	 	(c)	 	in relation to other Alternative Currencies, the rate notified by Westpac to
Simsmetal or the Borrowing Subsidiary as Westpac’s funding rate for making loans in the
currency concerned for the relevant interest period





[*] Confidential Treatment Requested


 








 






BBR for an interest period means the Reuters BBSY bid rate for that period on the first day
of the period, or if there is none, the rate selected by Westpac as equivalent.




Business Day




(for advances made by Westpac, London) means a weekday:




	 	(a)	 	on which the relevant financial markets are open in London;
	 
	 	(b)	 	Westpac is open at its address in London as referred to above;
	 
	 	(c)	 	(in relation to any date for payment or purchase of a currency other than euro)
banks are open for business in the principal financial centre for the relevant
currency; and
	 
	 	(d)	 	(in relation to any date for payment or purchase of euro) which is also a
TARGET Day;






(for advances made by Westpac, New York) means a weekday:




	 	(a)	 	on which the relevant financial markets are open in New York and London;
	 
	 	(b)	 	Westpac is open at its address in New York as referred to above;
	 
	 	(c)	 	(in relation to any date for payment or purchase of a currency other than euro)
banks are open for business in the principal financial centre for the relevant
currency; and
	 
	 	(d)	 	(in relation to any date for payment or purchase of euro) which is also a
TARGET Day;






(for Australian dollar advances made by Westpac, Sydney and for purposes not connected with
Westpac, London) means a weekday on which Westpac is open at its address in Sydney referred
to above.




Equivalent Amount means, on any date, in relation to an amount in an Alternative Currency,
the equivalent of that amount in Australian dollars, determined by reference to Westpac
Sydney’s spot rate of exchange for buying Australian dollars with the Alternative Currency
two (2) Business Days before that date. For purposes of determining the unused portion of
the Commitment, the Equivalent Amount shall be determined at the drawdown date and the first
day of each subsequent interest period.




euro means the single currency of a Participating Member State.




about 11.00am (London) time 2 Business Days before the first day of the interest period (or,
for Pounds Sterling on the first day of the interest period) (or, for euro, two TARGET Days
before the first day of the interest period). If, however, there are no rates displayed for
a term comparable to that interest period, or the basis on which those rates are



[*] Confidential Treatment Requested




 









 






displayed
is changed to one which, in Westpac’s opinion, does not reflect its cost of funding the
advance, then LIBOR will be the rate calculated by Westpac as its cost of raising deposits
in that currency for a term comparable to the interest period from leading banks in the
London Interbank Market.




Original Dollar Amount means, in relation to an Australian dollar advance, the Australian
dollar amount specified for that advance, and in relation to an Alternative Currency advance
the Equivalent Amount on its drawdown date and the first day of each subsequent interest
period (whether an interest period for that or any other advance) as reduced from time to
time by the Equivalent Amount of repayments or prepayments.




Participating Member State means 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
Union relating to the European monetary Union.




TARGET means Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system.




TARGET Day means any day on which TARGET is open for the settlement of payments in euro.



                                                            

Relationship Manager




SIGNED for WESTPAC BANKING CORPORATION by its authorised officer

ADDRESS: Level 3, 255 Elizabeth Street, Sydney, NSW 2000


FACSIMILE: (02) 9284 8259












Accepted and agree:




                                                            

Accepted for Simsmetal limited CAN 008 634 526 by                     




Date of Acceptance:

ADDRESS: Level 6, 41 McLaren Street

                    North Sydney NSW 2000




FACSIMILE:








[*] Confidential Treatment Requested




 









 










Accepted and agree:




                                                            

Accepted for Simsmetal Finance Limited

Simsmetal USA Corporation

Simsmetal UK Holdings Limited

Simsmetal UK Limited

] by                     




Date of Acceptance:

ADDRESS:




FACSIMILE:









[*] Confidential Treatment Requested




 









 





FORM OF VERIFICATION CERTIFICATE




[To be signed by a secretary or director of the relevant company.]





			
	TO:	 	[Name]

Westpac Banking Corporation

[address]




Multicurrency [Revolving) Floating Rate Cash Advance Facility for Simsmetal limited and Borrowing
Subsidiaries



I am a [secretary/director] of Simsmetal Limited [name Borrowing Subsidiary] (the Company).



Attached are complete copies of the following:





	(a)	 	[A [registered] power of attorney under which the Company executed any agreement or security
to which it is expressed to be a party relating to the above facility.] [Extracts of minutes
of meeting of directors of the Company authorising the execution, explaining why the directors
believe it is in the best interests of the Company] [The second sentence to be inserted in
relation to foreign companies and in relation to Guarantors when there is any doubt as to
corporate benefit or when the company is signing under hand and not under power of attorney].
	 
	(b)	 	[Extracts of minutes of a meeting of all members of the Company authorising execution] [if
(a) is believed insufficient].
	 
	(c)	 	A certificate of incorporation [and constituent documents] for the Company, if they are not
already held by Westpac.
	 
	(d)	 	An opinion in favour of Westpac by lawyers acceptable to Westpac in the jurisdiction of
incorporation of the Company. [For foreign companies only].
	 
	(e)	 	Any government approvals necessary for the Company to execute and perform the documents
referred to above.
	 
	(f)	 	Specimen signatures of all those authorised to sign documents in relation to the facility and
to give drawdown and other notices for the Company.
	 
	(g)	 	A certificate from the Secretary of State of the State of incorporation of any United States
of America incorporated Company, certifying the Company’s good standing in that State.





[*] Confidential Treatment Requested




 









 




The Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Law from entering into and performing any of those agreements or securities. If any
of the documents in (c) are already held by Westpac, I confirm [they are complete and up-to-date]
[the attached amendments are all subsequent amendments to them].




                                        

Secretary/Director




[*] Confidential Treatment Requested




 









 





FORM OF DRAWDOWN NOTICE





			
	TO:	 	[Name]

Westpac Banking Corporation

[address]




A$$100,000,000.00 MULTICURRENCY [REVOLVING] FLOATING RATE CASH ADVANCE FACILITY




I refer to the facility letter dated [ ] June 2000 (“the letter”).



I am authorised to give this notice, which is irrevocable, on behalf of the Company referred to
below. We wish to draw A$[*] [[Alternative Currency] [*] on [a Business Day], with an initial
interest period of [ ] from Westpac’s London / New York / Sydney office.



[If [Alternative Currency] is not available please provide the advance in Australian dollars].



The representations by the Company in the letter are true as of today. [No Event of Default (as
defined in the [Standard Terms referred to in/the Undertakings Schedule attached to] the letter)
has occurred. No breach [or other event has occurred which with notice or the lapse of time or
both would become an Event of Default.] [The Company has complied with its undertakings in the
letter.]



Please pay the drawing as follows [insert bank account description]                    




Dated [*]




                                                            

SIGNED for Simsmetal limited [name Borrowing Subsidiary]



[To be signed by authorised signatory whose signatures and status have been verified to the Bank].




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MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) Westpac shall
calculate, as a percentage rate, a rate (the “Additional Cost Rate”) in accordance with the
paragraphs set out below.
	 
	3.	 	The Additional Cost Rate will be calculated as follows:






	 	(a)	 	in relation to a sterling advance:





AB
+ C(B - D) + E x 0.01 per cent. per annum


100
- (A + C)



	 	(b)	 	in relation to an advance in any currency other than sterling:





E x 0.01 percent. per annum.


300



	 	Where:	 	 






	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which Westpac is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the Margin and the Mandatory
Cost) payable for the relevant Interest Period on the advance.
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which Westpac is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to Westpac on
interest bearing Special Deposits.
	 
		E	 	is the rate of charge payable by Westpac to the Financial Services Authority
pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum fee
required pursuant to the Fees Regulations) and expressed in pounds per, 1,000,000 of
the Fee Base of that Lender.






	4.	 	For the purposes of this Schedule:





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	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Regulations” means the Banking Supervision (Fees) Regulations 1999 or
such other law or regulation as may be in force from time to time in respect of the
payment of fees for banking supervision; and
	 
	 	(c)	 	“Fee Base” has the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.






	5.	 	In application of the above formulae. A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. Will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.






	6.	 	Westpac may from time to time, after consultation with Simsmetal determine and notify to
Simsmetal any amendments which are required to be made to this attachment in order to comply
with any change in law, regulation or any requirements from time to time imposed by the Bank
of England, the Financial Services Authority or the European Central Bank (or, in any case,
any other authority which replaces all or any of its functions) and any such determination
shall, in the absence of manifest error, be conclusive and binding on Simsmetal and the
Borrowing Subsidiaries.





[*] Confidential Treatment Requested


 








 




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.



Institutional Banking

Level 3, 179 Elizabeth Street

SYDNEY NSW 2000



Phone: (02) 9284 9408

Fax: (02) 9284 8259




1 November 2000




Mr Ross Cunningham

Executive Director

Simsmetal limited

Level 6, 41 McLaren Street

North Sydney NSW 2000




Dear Ross,




STANDARD TERMS



Simsmetal Limited ACN 008 634 526 (Simsmetal) and any of its subsidiaries listed in the attached
Subsidiaries Schedule (each an Undertaking Subsidiary) have asked Westpac Banking Corporation
(Westpac) to give credit, or to continue to provide it, to any one or more of them.



In exchange for Westpac doing all or any of those things, each of Simsmetal and each Undertaking
Subsidiary (each an Undertaking Company) agrees to the following terms.





	1.	 	DEFINITIONS
	 
	 	 	In this agreement the following definitions apply.
	 
	 	 	Accounts means the consolidated audited annual accounts and cash flow statements of
Simsmetal.
	 
	 	 	Agreement includes any document or instrument of any kind, any deed, agreement or
arrangement.
	 
	 	 	Authorisation includes any consent, registration, filing, lodgment, agreement, certificate,
notarisation, permission, licence, approval, authority or exemption, from by or with any
Governmental Agency. Where a Governmental Agency can prohibit or restrict something if it
acts within a specified period after formal notification of it (for example lodgment,
registration or filing), Authorisation includes the expiry of that period without that
action.
	 
	 	 	Bank Document means any present or future document, agreement or arrangement (whether or not
in writing):






	 	(a)	 	to which any Undertaking Company is or becomes a party with Westpac; or





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	 	(b)	 	under which obligations arise from any Undertaking Company to Westpac,






	 	 	in each case, whether or not other parties are involved and whether or not it arises as a
result of an assignment or transfer.
	 
	 	 	Cash means cash as disclosed against the heading “Cash” in the consolidated audited and
unaudited balance sheets and profit and loss accounts of the Sims Group.
	 
	 	 	Contingent Liability means uncalled capital held by any member of the Sims Group in any
corporation other than another member of the Sims Group and any other contingent liability
under a Guarantee given by any member of the Sims Group to any person.
	 
	 	 	EBIT means for any period with respect to the Sims Group, the sum of:






	 	(a)	 	net profit after tax before extraordinary items;
	 
	 	(b)	 	Fixed Charges; and
	 
	 	(c)	 	provision for taxes based on income.






	 	 	EBITDA means for any period with respect to the Sims Group EBIT, but with any depreciation
and amortisation added back.
	 
	 	 	ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations thereunder.
	 
	 	 	ERISA Affiliate means all members of a controlled group of corporations and all trades and
businesses (whether or not incorporated) under common control and all other entities which,
together with an Undertaking Company and any Subsidiary are treated as a single employer
under any or all of Sections 414(b), (c), (m) or (o) of the United States Internal Revenue
Code of 1986, as amended from time to time, and the rules and regulations thereunder.
	 
	 	 	Event of Default has the meaning given in clause 6 below.
	 
	 	 	Excluded Member is Sims Rush Pty Limited.
	 
	 	 	Finance Debt includes any indebtedness, present or future, actual or contingent in relation
to money borrowed or raised or any other financing. It includes any such indebtedness under
or in respect of any of the following: a Guarantee, a discounting arrangement, a finance
lease or similar agreement, hire purchase, deferred purchase price (for more than 90 days),
or an obligation to deliver property or provide services paid for in advance by a financier.
	 
	 	 	Fixed Charges means for any period, with respect to the Sims Group, the sum of:






	 	(a)	 	the aggregate amount of interest paid or accrued in respect of moneys borrowed
or raised or in respect of any financial accommodation on a consolidated basis





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	 	 	 	(including without limitation amortisation of original issue discounts on any such
moneys or accommodation, commissions, discounts and facility, acceptance, usage and
issuance and any other fees and charges with respect to any Guarantee, promissory
note or acceptance or any discounting arrangements);






	 	(b)	 	all but the principal component of rentals in respect of capitalised rent paid,
accrued or scheduled to be paid or accrued on a consolidated basis during such period;
and
	 
	 	(c)	 	dividends paid, accrued or scheduled to be paid or accrued on a consolidated
basis in respect of shares or stock which are Finance Debt during the relevant period.






	 	 	Governmental Agency includes any government, or any government, semi-government or judicial
agency or authority.
	 
	 	 	Guarantee means any guarantee, indemnity, letter of comfort or other assurance against loss.
It includes any obligation to be responsible for the solvency or financial condition of
another party, or for payment of a debt or obligation of another party, either directly or
indirectly (for example, by acquiring the debt or obligation).
	 
	 	 	Guaranteed Share means any share or stock issued by a member of the Sims Group where
redemption of such share or stock or the payment of capital or dividends on such share or
stock is the subject of a Guarantee of a member of the Sims Group or a Guarantee of another
person who will have recourse in respect of its liability under that Guarantee directly or
indirectly to a member of the Sims Group or its assets (other than as a shareholder).
	 
	 	 	Guarantor means any party which gives any Guarantee or Security Interest in relation to the
obligations of or guaranteed by any Undertaking Company to Westpac now or in the future.
	 
	 	 	Hazardous Materials shall mean any flammable materials, explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous or toxic substances, or similar materials
defined as such in any law concerning any Hazardous Material, or environmental protection or
health and safety.
	 
	 	 	Intangible Assets include all goodwill, copyright, patents, trade marks and licences,
research and development, future income tax benefit, underwriting and formation expenses and
other items of a like nature which according to current accounting practices are regarded as
unidentifiable and intangible assets.
	 
	 	 	Latest Audited Consolidated Balance Sheet means the most recently prepared audited
consolidated balance sheet of the Sims Group, or if a half yearly unaudited balance sheet
has been prepared more recently, the half yearly balance sheet, as at or prior to the date
at which an examination is being made to determine Total Indebtedness, Total Tangible
Assets, Current Assets, Current Liabilities or Shareholders Funds.





[*] Confidential Treatment Requested





 









 









	 	 	Material Adverse Effect means a material adverse effect on the financial condition of The
Sims Group, its ability to meet its payment obligations under the Bank Documents, or any
Security Interest provided to Westpac by any Relevant Company.
	 
	 	 	Net Debt is the aggregate of the Finance Debt of all members of the Sims Group after
deducting the aggregate amount of Cash of all members of the Sims Group.
	 
	 	 	Relevant Company means Simsmetal, any Guarantor or any subsidiary of any of them.
	 
	 	 	Secured Indebtedness means at any time the aggregate amount of all secured liabilities of
the Sims Group other than the Excluded Member.
	 
	 	 	Security Interest includes any mortgage, pledge, lien, charge or other security or any
arrangement which gives a creditor a preferential right to an asset or its proceeds.
	 
	 	 	Shareholders’ Funds means Total Tangible Assets less Total Indebtedness.
	 
	 	 	Sims Group means Simsmetal Limited and its Subsidiaries.
	 
	 	 	Subsidiary has the meaning given in the Corporations Law.
	 
	 	 	Tangible Assets means all assets other than Intangible Assets.
	 
	 	 	Total Finance Debt means at any time all Finance Debt that would be included in the
calculation of Total Indebtedness.
	 
	 	 	Total Indebtedness means at any time the aggregate amount (as disclosed by the Latest
Audited Consolidated Balance Sheet) of all secured and unsecured liabilities of the Sims
Group together with, unless already included in the Latest Audited Consolidated Balance
Sheet:






	 	(a)	 	the aggregate amount (as disclosed by its latest audited balance sheet) of all
secured and unsecured liabilities of any entity which has become a member of the Sims
Group since the date of the Latest Audited Consolidated Balance Sheet and all other
amounts which would be included in this definition if references to the Latest Audited
Consolidated Balance Sheet were to be to the latest audited balance sheet of that
entity;
	 
	 	(b)	 	the unrepaid principal (or its equivalent) of any Finance Debt where the
proceeds or benefits of that Finance Debt:






	 	(i)	 	have been received by any member of the Sims Group, since the
date of the Latest Audited Consolidated Balance Sheet, excluding the amount of
any such proceeds which have been applied in reduction of any secured or
unsecured liabilities included in this definition; or





[*] Confidential Treatment Requested





 









 









	 	(ii)	 	are to be received by any member of the Sims Group and the
receipt of such proceeds or benefits has been underwritten or otherwise assured
to the satisfaction of the auditor of the Sims Group;






	 	(c)	 	the paid up capital amount and accrued but unpaid dividends of Guaranteed
Shares;






	 	 	and after:






	 	(d)	 	deducting:






	 	(i)	 	the aggregate amount of all secured and unsecured liabilities
of any entity which has ceased to be a member of the Sims Group since the date
of the Latest Audited Consolidated Balance Sheet and in respect of which no
other member of the Sims Group has any liability; and
	 
	 	(ii)	 	the aggregate amount of all liabilities which in the opinion of
the auditor of the Sims Group have been defeased in such a way as to enable any
such liability to be considered as having been extinguished within the meaning
of paragraph 30 of Australian Accounting Standard AAS23; and
	 
	 	(iii)	 	debt reductions of the type referred to in (b)(iii) of the
definition of “Total Tangible Assets”;






	 	(e)	 	eliminating all inter-entity balances among the member of the Sims Groups or
any of them (including any member of the Sims Group which has become one since the date
of the Latest Audited Consolidated Balance Sheet); and
	 
	 	(f)	 	making such further adjustments (including, without limitation, elimination of
any double counting arising in relation to any Guarantee and the obligation or
indebtedness that is the subject of the Guarantee) which in the opinion of the auditor
of the Sims Group are appropriate to make a proper determination of the total amount of
the aggregate indebtedness of the members of the Sims Group.






	 	 	In this definition and the definition of “Current Liabilities”, references to “secured and
unsecured liabilities” shall include (without limiting the generality of the expression) all
Finance Debt and provisions for estimated liabilities for income taxes, long service leave
and dividends recommended, declared or accrued but unpaid and provisions for any Contingent
Liability but shall not include paid up share capital (other than Guaranteed Shares),
reserves of any nature or undistributed profits;
	 
	 	 	Total Tangible Assets means at any time the aggregate of the book values, as disclosed by
the Latest Audited Consolidated Balance Sheet, of all Tangible Assets of the Sims Group and
of such Intangible Assets of the Sims Group as Westpac in its sole and absolute discretion
may from time to time agree, together with, (unless already included in the Latest Audited
Consolidated Balance Sheet):





[*] Confidential Treatment Requested





 









 









	 	(a)	 	the aggregate (as disclosed by its latest audited balance sheet) of the book
value of the Tangible Assets as determined by the auditor of the Sims Group (after
making provisions for depreciation and bad and doubtful debts and any income yet to
mature) of any entity which has become a member of the Sims Group since the date of the
Latest Audited Consolidated Balance Sheet;
	 
	 	(b)	 	the aggregate proceeds of:






	 	(i)	 	any issue of shares or stock (including premium) of any member
of the Sims Group received since the balance date of the latest Audited
Consolidated Balance Sheet; and
	 
	 	(ii)	 	the aggregate proceeds of any calls on partly paid shares made
by any member of the Sims Group which have been received since the balance date
of the Latest Audited Consolidated Balance Sheet,
	 
	 	excluding the amount of any such proceeds which:
	 
	 	(iii)	 	have been applied in reduction of any secured or unsecured
liabilities included in the definition of “Total Indebtedness”; or
	 
	 	(iv)	 	have been applied in acquiring any assets included in Total
Tangible Assets under this definition;






	 	(c)	 	the book value of any Tangible Assets (not excluded as provided below) acquired
since the date of the Latest Audited Consolidated Balance Sheet by any member of the
Sims Group with the proceeds of the sale of shares or units in any entity which has
ceased to be a member of the Sims Group since that date;
	 
	 	(d)	 	the book value of all assets which are or may be leased, chartered, hired,
managed, used or operated under a finance lease (where the capitalised rent has been
included in Total Indebtedness) as determined by the auditor of the Sims Group at least
annually or (at the option of Sims) the value as at the date of calculation as assessed
by a qualified independent valuer chosen by Sims and approved by Westpac);
	 
	 	(e)	 	the proceeds of any Finance Debt referred to in paragraph (b) of the definition
of “Total Indebtedness” excluding the amount of any proceeds which:






	 	(i)	 	have been applied in reduction of any other secured or
unsecured liabilities included in that definition; or
	 
	 	(ii)	 	have been applied in acquiring any assets included in Total
Tangible Assets under this definition;






	 	(f)	 	(if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent valuer approved by Westpac), the excess (if any) of the
fair value of that Tangible Asset as established by the valuer over its book





[*] Confidential Treatment Requested





 









 









	 	 	 	value (as disclosed in the Latest Audited Consolidated Balance Sheet or, in the case
of any entity which has become a member of the Sims Group since the Latest Audited
Consolidated Balance Sheet, as disclosed in the latest audited balance sheet of that
entity) and as accepted by the auditor of the Sims Group without qualification;






	 	 	and after deducting:






	 	(g)	 	the amount of any income yet to mature and the amount of provisions for
depreciation and for bad and doubtful debts as disclosed by the Latest Audited
Consolidated Balance Sheet;
	 
	 	(h)	 	the aggregate (as disclosed by the latest audited balance sheet of the relevant
entity) of the book values of the Tangible Assets of any entity which has ceased to be
a member of the Sims Group since the date of the Latest Audited Consolidated Balance
Sheet, other than Tangible Assets of that entity which have become assets of another
member of the Sims Group since that date (except that, where a revaluation of any asset
had previously been made under Paragraph (f), the fair value of that asset as
determined in accordance with that paragraph shall be used instead of the book value);
	 
	 	(i)	 	the book value of any Tangible Assets of any member of the Sims Group which
have been applied since the date of the Latest Audited Consolidated Balance Sheet in
the acquisition of any entity which has become a member of the Sims Group since that
date (except that, where a revaluation of any asset had previously been made under
paragraph (f), the fair value of that asset as determined in accordance with that
paragraph shall be used instead of the book value); and
	 
	 	(j)	 	if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent valuer (whether at the request of Westpac or otherwise),
the excess (if any) of the book value of that Tangible Asset (as disclosed in the
Latest Audited Consolidated Balance Sheet or, in the case of any entity which has
become a member of the Sims Group since the Latest Audited fair value as established by
the valuer and as accepted by the auditor of the Sims Group without qualification;






	 	 	and after:






	 	(k)	 	eliminating all inter-entity balances among any of the Sims Group (including
any member of the Sims Group which has become such since the Latest Audited
Consolidated Balance Sheet); and
	 
	 	(l)	 	making such further adjustments as may properly be necessary to avoid any
double counting of assets or as may be required by the auditor of the Sims Group to
enable a proper determination to be made of the total amount of the Total Tangible
Assets;





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	2.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	Each Undertaking Company represents and warrants as follows.






	 	(a)	 	(Status) Each Relevant Company is incorporated in the place stated by it. Any
Bank Document to which a Relevant Company is expressed to be a party is its binding
obligation enforceable against it, and does not breach any document or agreement
binding on it or any law.
	 
	 	(b)	 	(Authority) No further corporate action is necessary for it to draw under each
facility provided under a Bank Document. Each person held out in a verification
certificate attached to a Bank Document or other document signed by a secretary or
director as having that authority, is authorised to sign a draw down or other notice on
its behalf.
	 
	 	(c)	 	(Accounts) Its most recent consolidated and unconsolidated accounts give a true
and fair view under generally accepted accounting principles. There has been no
material adverse change since the period they cover. They disclose all material
Finance Debt and material contingent liabilities.
	 
	 	(d)	 	(Litigation) No litigation, tax claim, dispute or other proceeding is current
or, to a Relevant Company’s knowledge, the Relevant Company is not threatened with a
reasonable likelihood of an adverse decision in excess of $5,000,000 or which is likely
to have a Material Adverse Effect.
	 
	 	(e)	 	(No default) There is no subsisting Event of Default, or event which with time
or notice or both would become an Event of Default (including any breach of a Bank
Document).
	 
	 	(f)	 	(Environment Law) There is and has been nothing relating to it or its business
or assets which under any law relating to the environment, Hazardous Materials,
planning or health and safety has given rise or may give rise to substantial
expenditure by it, a substantial claim against it or a requirement that it cease or
substantially alter a material activity.
	 
	 	(g)	 	(Holding Company) No Undertaking Company is a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”
or of a “subsidiary company” of a “holding company”, or a “public utility” within the
meaning of the United States Public Utility Holding Company Act of 1935, as amended.
	 
	 	(h)	 	(ERISA.) Any United States of America incorporated Undertaking Company and its
Subsidiaries (Sims US Company) have satisfied the minimum funding standards under the
ERISA, as amended, with respect to its employee benefit Plans and is in compliance in
all material respects with the presently applicable provisions of such Act. Except to
the extent that certain non-qualifying deferred compensation plans or certain amounts
paid in relation to separation of employment of former employees John Mike and Alan D
Ratner or all or any





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	 	 	 	portion of the 401(K) plan at any time associated with Simsmetal America (including
without limitation any portion related to any matching contributions made by
Simsmetal America to such 401(K) plan) constitute the maintenance, sponsorship,
contributions to or obligation to contribute to any Plan; no Sims US Company nor any
ERISA Affiliate of it maintains, sponsors, contributes to or is obligated to
contribute to, or during the five (5) years ending on the date of execution and
delivery of this Agreement, has maintained, sponsored, contributed to or was
obligated to contribute to, any Plan. None of its assets are, or are deemed to be
“plan assets” whether by operation of law or under regulations promulgated under
ERISA.
	 
	 	(i)	 	(Federal Reserve Regulations). No Undertaking Company is engaged principally,
nor as one of its important activities, the business of extending credit for the
purpose of purchasing or carrying any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System). No part of the proceeds of the loan
will be used, whether immediately, incidentally or ultimately, for any purpose, which
violates or is inconsistent with any of the provisions of Regulations G, T, U, or X of
the Board of Governors of the Federal Reserve System.
	 
	 	(j)	 	(Margin Regulations). No Undertaking Company is engaged in the business of
extending credit for the purpose of purchasing or carrying any margin stock or margin
securities (within the meaning of Regulations U and X issued by the Board of Governors
of the Federal Reserve System), and no proceeds of accommodation under Bank Documents
will be used, directly or indirectly, to purchase or carry any margin stock or margin
securities or to extend credit to others for the purpose of purchasing or carrying any
margin stock or margin securities
	 
	 	(k)	 	(Not an Investment Company; Public Utility Holding Company) No Undertaking
Company is, nor during the term of the loan will it be, (a) an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act
or any (whether US or not), federal or local statute or regulation limiting their
ability to incur indebtedness for money borrowed as contemplated by any Bank Document.






	3.	 	REPETITION OF REPRESENTATIONS AND WARRANTIES
	 
	 	 	Each of the representations and warranties contained in clause 2 are made on the date of
acceptance of this letter and shall be repeated on the date of each drawdown of financial
accommodation under any Bank Document.
	 
	4.	 	UNDERTAKINGS
	 
	 	 	Each Undertaking Company undertakes as follows, to the extent that the undertaking applies
to it. It also undertakes to ensure that each Relevant Company complies with the





[*] Confidential Treatment Requested




 









 






	 	 	following, to the extent that the undertaking applies to a Relevant Company. In each case
these apply unless Westpac gives written consent otherwise.






	 	(a)	 	(Information) It will provide the following:






	 	(i)	 	promptly after each relevant accounting period (but within 120
days for a full year and 60 days for half year), copies of the Sims Group
consolidated audited annual and unaudited semi-annual balance sheet, cashflow
statements and profit and loss statements;
	 
	 	(ii)	 	when it provides those accounts or statements, a certificate of
a director certifying as to whether: an Event of Default subsists, its
representations are true, and it complies with the financial undertakings in
clause 5;
	 
	 	(iii)	 	promptly, all documents issued by it to its shareholders;
	 
	 	(iv)	 	promptly, advice of any material change to the terms of
facilities provided by other lenders to members of the Sims Group;
	 
	 	(v)	 	promptly, notice of any litigation to which it is a party which
may have a Material Adverse Effect; and
	 
	 	(vi)	 	promptly, any other information reasonably requested by
Westpac.






	 	 	 	Any account or statement must give a true and fair view and generally accepted
accounting principles must have been consistently applied in the preparation of such
accounts or statements.






	 	(b)	 	(Notice of default) It will notify Westpac as soon as it becomes aware of any
Event of Default, or event which with giving of time or notice or both would become an
Event of Default (including any breach of a Bank Document).
	 
	 	(c)	 	(Negative Pledge) Neither it nor a Relevant Company will create or allow a
Security Interest over any of its assets or enter any other transaction or arrangement
which gives a creditor a preferential right to an asset owned or used by it except in
the following instances:






	 	(i)	 	a lien or statutory charge which arises by operation of law in
the ordinary course of day to day business and does not secure Finance Debt,
but only so long as it pays the amount secured promptly, except where that
amount is being contested in good faith; and
	 
	 	(ii)	 	Security Interests that secure Secured Indebtedness that is
permitted under clause 5.






	 	(d)	 	(Assets) Neither it nor a Relevant Company will dispose of all or any
substantial part of its assets or an interest in them or agree or attempt to do so
(whether in one or more related or unrelated transactions) except:





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	 	(i)	 	where the disposals in the ordinary course of day to day
trading;






	 	(ii)	 	the disposals are of surplus assets no longer required for its
business;






	 	(e)	 	(Authorisations) Each Relevant Company will keep in force and comply with all
Authorisations required in relation to the performance and enforceability of the Bank
Documents.
	 
	 	(f)	 	(Change of business) The Relevant Companies will not substantially change the
nature of the business or businesses carried on by them as a whole. No Relevant
Company will take any action which would have that effect, whether by disposal,
acquisition or otherwise.
	 
	 	(g)	 	(Arms length dealings) No Undertaking Company will deal with any other party
except at arms length for full commercial consideration in the ordinary course of
business.
	 
	 	(h)	 	(Environmental Law) Each Undertaking Company will maintain procedures which in
the opinion of Westpac are adequate to monitor its compliance with laws relating to the
environment planning and health or any authorisation under any of those laws, and which
are adequate to deal with circumstances which may give rise to a claim or a requirement
of substantial expenditure by it pursuant to these laws.
	 
	 	(i)	 	(Guarantors) It will ensure that at all times that the guarantors under the
interlocking Guarantee dated 15th November 2000 account for at least 90% of Total
Tangible Assets or in the case of a newly acquired or created Subsidiary will account
for at least 90% of Total Tangible Assets within 3 months of acquisition or creation.
	 
	 	 	 	Documentation to add guarantors must be to Westpac’s satisfaction. All guarantors
must provide evidence of due execution of documentation (for example, verification
certificate). All foreign guarantors must within 3 months of becoming a guarantor
must provide a legal opinion in a form satisfactory to Westpac.
	 
	 	(j)	 	(Amend Bank Documents) It will if requested by Westpac negotiate in good faith,
and after agreement promptly implement any changes to the Bank Documents that Westpac
reasonably believes necessary to ensure that the Bank Documents reflect terms at least
as favourable as those afforded by the Sims Group to other lenders.
	 
	 	(k)	 	(Foreign Borrowers legal opinions) All foreign borrowers must within 3 months
of becoming a borrower provide a legal opinion in a form satisfactory to Westpac.





[*] Confidential Treatment Requested





 









 









	5.	 	FINANCIAL UNDERTAKINGS
	 
	 	 	Simsmetals undertakes that at all times it will ensure the following unless Westpac gives
written consent otherwise:






	 	(a)	 	Shareholders’ Funds must be at least A$150,000,000.
	 
	 	(b)	 	Total Indebtedness must not exceed 70% of Total Tangible Assets.
	 
	 	(c)	 	Net Debt must not exceed 100% of Shareholders’ Funds.
	 
	 	(d)	 	The ratio of EBIT plus operating lease rental payments (for each period of 12
months ending on each 30 June and 31 December) to Fixed Charges plus operating lease
rental payments (for the same periods) must not be less than 2.00 times.
	 
	 	(e)	 	The ratio of Total Finance Debt (for each period of 12 months ending on each 30
June and 31 December) to EBITDA (for the same periods) must not exceed 3.00 times.
	 
	 	(f)	 	Secured Indebtedness must not exceed 5% of Total Tangible Assets.






	6.	 	EVENTS OF DEFAULT
	 
	 	 	Each of the following is an Event of Default (even if outside the control of any Undertaking
Company except as stated below).






	 	(a)	 	(Obligations under transaction documents) Any Undertaking Company fails to do
any of the following:






	 	(i)	 	to pay principal under a Bank Document or any interest or other
amount under a Bank Document on the due date unless the interest or other
amount is paid within 2 days of the due date and it demonstrates to the
satisfaction of Westpac that the delay was due to a failure in transmission of
funds outside of its control where the funds were available to it with a bank
and it gave the requisite instructions;
	 
	 	(ii)	 	to comply with its financial undertakings in clause 5; or
	 
	 	(iii)	 	to comply with any other obligation in a Bank Document and, if
in the opinion of Westpac that failure can be remedied within 14 days, does not
remedy that failure within 14 days of notice of that failure.






	 	(b)	 	(Misrepresentation) A representation or statement by or on behalf of an
Undertaking Company in a Bank Document, or in a document provided under it, is
misleading in a material respect.





[*] Confidential Treatment Requested





 











 






	 	(c)	 	(Cross Default) Finance Debt of a Relevant Company totalling at least
A$5,000,000 or its equivalent:






	 	(i)	 	is not paid when due (or within an applicable grace period)
except where it is being contested in good faith; or
	 
	 	(ii)	 	becomes due and payable before its stated maturity, except as a
result of an exercise of a prepayment right in the absence of default.






	 	 	 	An obligation to provide finance to a Relevant Company totalling at least that
amount is terminated except as a result of voluntary termination in the absence of
default.
	 
	 	(d)	 	(Winding up) An order is made, or a resolution is passed or proposed in a
notice of meeting, for:






	 	(i)	 	the winding up or administration of an Undertaking Company or
any analogous process; or
	 
	 	(ii)	 	an arrangement or composition with its creditors or a class of
them.






	 	 	 	An application is made for any of the above. (Other than a frivolous or vexatious
application for which an application for its dismissal has been made, or an
application that is contested in good faith and is not stayed, discontinued or
withdrawn within 14 days.)
	 
	 	(e)	 	(Enforcement against assets) A receiver, receiver and manager, administrator or
similar officer is appointed over a Relevant Company or any of its assets. A Security
Interest is enforced, or distress or other execution levied, against any asset with a
value in excess of A$5,000,000 or its equivalent or for a debt in excess of that
figure.
	 
	 	(f)	 	(Reduction of capital) A Relevant Company reduces its capital, cancels its
uncalled capital or buys back its shares to an extent which is likely to have a
Material Adverse Effect or cause a breach of the financial undertakings in clause 5.
	 
	 	(g)	 	(Insolvency) A Relevant Company is insolvent or is deemed or presumed insolvent
under any applicable law. A Relevant Company ceases or threatens to cease carrying on
its business or paying its debts.
	 
	 	(h)	 	(Bank Documents) All or a material part of a Bank Document is for any reason:






	 	(i)	 	terminated or of no force or limited force; or
	 
	 	(ii)	 	terminable at the option of the Relevant Company,





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	 	 	 	except as expressly provided under that Bank Document. A Relevant Company alleges
it is so.
	 
	 	(i)	 	(Ceasing business) A Relevant Company ceases to carry on business.
	 
	 	(j)	 	(Environmental) If there is any claim or requirement of expenditure or
cessation of activity under any law relating to the environment, planning or health
which in the opinion of Westpac is likely to have a Material Adverse Effect or any
circumstances arises which may give rise to such a claim or requirement.
	 
	 	(k)	 	(Governmental interference) A law or anything done by a Governmental Agency is
likely to in the opinion of Westpac have a Material Adverse Effect.
	 
	 	(l)	 	(CBA event of default) an event of default, termination event or other similar
event occurs under any agreement relating to Finance Debt between a Relevant Company
and Commonwealth Bank of Australia.






	 	 	Nothing in paragraph (d) or (f) or (i) is an Event of Default if done for a solvent
reorganisation previously approved by Westpac.






	
7.  WESTPAC’S REMEDIES AND POWERS






Event of Default





	 	 	If an Event of Default occurs then Westpac may at any time either or both:






	 	(a)	 	terminate any facility provided under any Bank Document; and
	 
	 	(b)	 	by written notice require each Undertaking Company to repay all amounts lent or
provided to it under any Bank Document, and all other amounts actually or contingently
outstanding by it under any Bank Document and the Undertaking Company must pay them
immediately.






	 	 	If an amount is paid to Westpac to cover an amount contingently owing, Westpac will hold
that amount in an interest bearing account until the amount becomes actually owing or ceases
to be contingently owing. Westpac will then apply the amount in the account (including
interest) in payment of the amount actually owing and return the balance to the relevant
Undertaking Company.






	 	 	Where a Bank Document specifies that a facility can be terminated by Westpac at any time,
Westpac may at any time do either of the things specified in (a) or (b) above whether or not
an Event of Default has occurred.






	 	 	Any notice given by Westpac pursuant to paragraphs (a) or (b) shall be of no effect if:






	 	(a)	 	it is given because of the occurrence of an event of default specified in
paragraphs (a)(ii), (a)(iii), (b), (c), (f), (h), or (i) of clause 6; and





[*] Confidential Treatment Requested




 









 







	 	(b)	 	within two business days of the notice the Undertaking Company is able to show
to the Bank’s satisfaction that:






	 	(i)	 	the Event of Default has ceased to exist; or
	 
	 	(ii)	 	the continuation of the Event of Default does not have a
Material Adverse Effect.





Application of money — set-off





	 	 	If an Undertaking Company does not pay an amount when due, Westpac may apply any money in
any of Undertaking Company’s accounts or deposits (whether or not matured) in payment of any
amount payable by it under any Bank Document. It need not do so. It can convert currencies
using its normal procedures provided those procedures are fair and reasonable to both
Simsmetal and Westpac.





No waiver





	 	 	No failure to exercise a power, and no delay in exercising a power, operates as a waiver.
Waivers must be in writing.






	8.   REVIEW







	 	(a)	 	(Material Adverse Change) If there are any circumstances including a material
adverse change to the business assets or financial condition of the Relevant Companies
taken as a whole which in the reasonable opinion of Westpac are likely to have a
Material Adverse Effect then Westpac may on two months written notice:






	 	(i)	 	require repayment of all or part of the financial accommodation
provided to any Undertaking Company under any Bank Document; and
	 
	 	(ii)	 	terminate all facilities,






	 	 	 	unless in that period security is provided or amendments to the Bank Documents are
made which are satisfactory to Westpac.
	 
	 	(b)	 	(Control) If Simsmetal becomes controlled by another person then Westpac may
within 60 days after notification of that change of control review the terms of any
financial accommodation provided under any Bank Document. Following that review
Westpac may require repayment of all or part of the financial accommodation provided to
any Undertaking Company and terminate all facilities.
	 
	 	 	 	For this purpose a corporation is controlled by a person or entity holding a
relevant interest (as defined in the Corporations Law) of more 50% of voting shares
in Simsmetal.





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	9.  PAYMENTS






Method of payment





	 	 	Each Undertaking Company will make all payments at the address on the execution page of this
agreement or as specified by Westpac except where a Bank Document specifies otherwise.
Payments must be in cleared funds and free of any set-off or deduction, except for taxes
where required by law.





Time of payment





	 	 	Unless otherwise stated, amounts payable under any of the clauses “Yield protection”, and
“Additional Payments” are payable within two Business Days of demand.







	 	 	[*]






	10.  YIELD PROTECTION







	 	 	Whenever Westpac determines that a Change in Law (as defined below) has the effect of:






	 	(a)	 	increasing its costs of funding or maintaining a facility under a Bank
Document, or reducing its return or amounts received in respect of the facility; or
	 
	 	(b)	 	reducing its return on capital allocated to a facility under a Bank Document
(including because more capital needs to be allocated to the facility or cannot be used
elsewhere),






	 	 	then Westpac will promptly notify the relevant Undertaking Company, who must pay Westpac the
amount Westpac certifies is necessary to compensate it. That certificate will give an
outline of the calculation, and will be conclusive and bind the Undertaking Company in the
absence of manifest error.
	 
	 	 	If the Undertaking Company so requests, Westpac will negotiate in good faith with a view to
finding a means of minimising the effect, but is not a defence that the effect could have
been avoided or minimised.
	 
	 	 	A Change in Law is the introduction of, or a change in, any law, official directive, ruling
or request or a change in its interpretation. If it does not have the force of law, it must
be one with which responsible Australian banks would comply. Without limitation, it
includes any occurrence which is a “Change in Law” as described above and which





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	 	 	relates to capital adequacy, special deposit, liquidity, reserve, prime assets, tax or
prudential requirements (except a change in tax on overall net income).
	 
	 	 	It does not include a change where Westpac is entitled to receive adequate compensation
under another provision of a Bank Document.






	11.  ADDITIONAL PAYMENTS






Indemnity and costs





	 	 	Each Undertaking Company will pay Westpac’s reasonable legal costs (including goods and
services tax or similar tax) in relation to the preparation of each Bank Document to which
it is a party and any security for its obligations, and any amendment of it, or any consent
or waiver. (In respect of the preparation of this agreement, company searches referred to
in conditions precedent to Bank Documents and the Bank Documents prepared around the date of
this agreement, legal costs on account of preparation are capped at $5,000.)
	 
	 	 	Each Undertaking Company will indemnify Westpac against any liability, loss, cost or expense
(including legal costs on a full indemnity basis and including any goods and services tax or
similar tax) it incurs in or as a result of an Event of Default or a breach of its
obligations, or in the actual or contemplated enforcement of this agreement or any Bank
Document to which it is a party or in the actual or contemplated enforcement of any
security.
	 
	 	 	Each Undertaking Company will, to the fullest extent permitted by law, indemnify and hold
harmless Westpac and its respective directors, officers, employees and agents, from and
against any and all claims, damages, liabilities and expenses (including, without
limitation, reasonable attorney costs) for which any of them may become liable or which may
be incurred by or asserted against Westpac or any such director, officer, employee or agent,
in each case in connection with or arising out of or by reason of any investigation,
litigation, or proceeding, whether or not Westpac or any such director, officer, employee or
agent is a party thereto, arising out of, related to or in connection with any Bank Document
or any transaction in which any proceeds of all or any part of the accommodation under Bank
Documents are applied or proposed to be applied, EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE,
LIABILITY OR EXPENSE ARISING OUT OF THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH
INDEMNIFIED PERSON (but excluding any such claim, damage, liability or expense to the extent
attributable to the gross negligence or willful misconduct of, or violation of any law or
regulation by, any such indemnified Person). The undertaking in this clause shall survive
the payment of all or any accommodation under Bank Documents.





Goods and Services Tax





	 	(a)	 	Notwithstanding any other provision of this agreement, any amount payable to
Westpac under this agreement does not include any goods and services tax or





[*] Confidential Treatment Requested




 









 






	 	 	 	similar tax by whatever name called (including GST as defined in A New Tax System
(Goods and Services Tax) Act 1999, as amended from time to time, (the “GST law”).
Terms defined in the GST law have the same meaning in this agreement.
	 
	 	(b)	 	To the extent that any supply under or in connection with this agreement by
Westpac constitutes a taxable supply, the consideration payable will automatically be
increased to include an additional amount on account of GST. That amount will be the
product of the value of the consideration for the supply and the prevailing GST rate.
	 
	 	(c)	 	Notwithstanding any other provision in this agreement if, for the purposes of
GST law, Westpac is not entitled to an input tax credit in respect of the whole or part
of any GST payable on a supply acquired by Westpac in connection, whether directly or
indirectly, with this agreement, Westpac may increase the amounts paid or payable under
this agreement to the extent necessary to recoup the input tax incurred by Westpac in
connection with that supply.





Tax





	 	 	If an Undertaking Company is required to deduct any tax from any payment under a Bank
Document (except a tax on Westpac’s overall net income), then:






	 	(a)	 	the Undertaking Company must pay that amount to the appropriate authority and
promptly give Westpac evidence of payment; and
	 
	 	(b)	 	the amount payable is increased so that (after deducting that tax, and paying
any taxes on the increased amount) Westpac receives the same amount it would have
received had no deduction been made.





Currency Indemnity





	 	 	Each Undertaking Company will indemnify Westpac if any amount payable under or in connection
with a Bank Document is received in a currency which is different from that in which it is
required to be paid under this agreement. This indemnity applies whatever the reason for
receipt of the amount in a different currency.





Stamp duty





	 	 	Each Undertaking Company will pay all stamp, transaction and other similar duties and
charges in relation to this agreement or any Bank Document to which it is a party and any
security for its obligations and any transaction under them. This includes financial
institutions duty and debits tax. Each Undertaking Company will also pay any fines and
penalties unless they result from a failure by Westpac to lodge a document for stamping in
sufficient time, having received from the Undertaking Company the amount of stamp duty in
good time.





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	12.  NEW PARTIES







	 	 	A party can join this agreement as an Undertaking Subsidiary and if Westpac agrees, can be
joined to other Bank Documents. To do so it must sign an accession agreement in the form
attached. Upon signing the accession agreement the party will automatically become an
Undertaking Subsidiary under this agreement (and assume the nominated status under any Bank
Document set out in the accession agreement) and have the same obligations and rights as if
named in the Subsidiaries Schedule and as if it had signed this agreement and that other
Bank Document.
	 
	 	 	Simsmetal will promptly advise Westpac of the acquisition or creation of a new Subsidiary.
Simsmetal will also advise Westpac if it is necessary for that Subsidiary to become a party
to the interlocking Guarantee dated 15th November 2000 in order to ensure compliance with
Undertaking clause 4(i).






	13.  GENERAL






Statement





	 	 	A written statement by Westpac as to any amount due under a Bank Document will be sufficient
evidence of that amount unless the relevant Undertaking Company proves it wrong.





Term





	 	 	This agreement will continue so long as there is any liability, obligation, document or
agreement between Westpac and any Relevant Company or until Westpac releases it whichever
event occurs earlier.





Assignment





	 	 	No Undertaking Company may assign its rights under any Bank Document. Westpac may transfer
any part of its rights and, with an Undertaking Company’s consent, its obligations. An
Undertaking Company will not withhold that consent unreasonably. With the prior consent of
Simsmetal which consent will not be withheld unreasonably, Westpac may disclose information
concerning a Bank Document or an Undertaking Company to a potential transferee or
sub-participant. Westpac may transfer any part of its rights with the prior consent of
Simsmetal which consent will not be withheld unreasonably. Westpac may from time to time
change its office at which accommodation is made or carried, provided that if at the time of
any change from one office to another the effect thereof would be to increase any amount
payable by an Undertaking Company under a Bank Document then such change shall not be made
without the prior written consent of Simsmetal.






	 	 	Notwithstanding any other provision set forth in a Bank Document, Westpac may at any time
assign, as collateral or otherwise, any of its rights (including, without limitation, rights
to payments of principal by a Westpac office in the United States of America to





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	 	 	any Federal Reserve Bank without notice to, or consent of, the Undertaking Companies or any
of their agents, successors or assigns.






	 	 	Where Westpac wants to transfer any part of its obligations the relevant Undertaking Company
will sign when reasonably requested by Westpac a document which will effect that transfer
and which does not increase the Undertaking Company’s obligations. Westpac will bear its
own costs and stamp duty on that document.





Notices





	 	 	Any notice, demand, statement, certificate or other communication by Westpac under any Bank
Document may be given by any person whose title includes the word a manager, a counsel, a
head or a president, or any attorney authorised to do so.






	 	 	Notices may be sent by facsimile, post or any other means to the recipient’s address or
number set out on the signature page of this agreement or to any other address or number
notified to the sender by the recipient.






	 	 	Notices will be taken to have been given if delivered or left at that address on the date on
which they are delivered or left.





Governing law and jurisdiction





	 	 	This agreement is governed by NSW law. Each Undertaking Company accepts the non-exclusive
jurisdiction of the courts having jurisdiction there in relation to each Bank Document.




 


Relationship Manager

SIGNED for WESTPAC BANKING CORPORATION by its authorised officer

ADDRESS: Level 3, 255 Elizabeth Street, Sydney, NSW 2000




FACSIMILE: (02) 9284 8259



  


ACCEPTED for Simsmetal Limited ACN 008 634 526 by





			
	ADDRESS:	 	Level 6, 41 McLaren Street

North Sydney NSW 2000





FACSIMILE: (02) 9954 9680




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	EXECUTED for and on behalf of

	 	 	)	 	 	 
	Simsmetal Finance Limited

	 	 	)	 	 	 
	by authority of the directors

	 	 	)	 	 	 
	In the presence of:

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of Director

	 	 	 	Signature of Director / Secretary
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of Director (print)

	 	 	 	Name of Director / Secretary (print)	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 






	 	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 
	Simsmetal USA Corporation

	 	 	)	 	 	 
	was duly affixed in the presence of:

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	Signature
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Print Name

	 	 	 	Print Name	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Office Held

	 	 	 	Office Held	 	 






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	EXECUTED as a deed by

	 	 	)	 	 	 
	Simsmetal UK Holdings Limited

	 	 	)	 	 	 
	by authority of the directors

	 	 	)	 	 	 
	In the presence of:

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of Director

	 	 	 	Signature of Director / Secretary
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of Director (print)

	 	 	 	Name of Director / Secretary (print)	 	 






	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	Simsmetal UK Limited

	 	 	)	 	 	 
	by authority of the directors

	 	 	)	 	 	 
	In the presence of:

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of Director

	 	 	 	Signature of Director / Secretary
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of Director (print)

	 	 	 	Name of Director / Secretary (print)	 	 






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SUBSIDIARIES SCHEDULE




	 	 	 	 	 
	2.	 	3.	 	4.
	 	 	ABN/PLACE	 	 
	SUBSIDIARY NAME	 	INCORPORATION	 	ADDRESS
	Simsmetal Finance Limited

	 	052 931 218
	 	Lvl 6, 41 McLaren
Street, 

North Sydney
NSW 2060
	 
	 	 	 	 
	Simsmetal USA Corporation

	 	USA
	 	600 South 4th
Street, 
Richmond CA
94804 USA
	 
	 	 	 	 
	Simsmetal UK Holdings
Limited

	 	UK
	 	Long Marston,
Statford-Upon-Avon, 
Warwickshire CV37

8A, United Kingdom
	 
	 	 	 	 
	Simsmetal UK Limited

	 	UK
	 	Long Marston, Statford-Upon-Avon,

Warwickshire CV37

8A, United Kingdom






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ANNEXURE




UNDERTAKING SUBSIDIARIES




FORM OF ACCESSION AGREEMENT



By this Agreement [New Undertaking Subsidiary Name & ACN] (Company Name) of
                
                
                
             becomes:





	•	 	an Undertaking Subsidiary under the Sims Group Standard Terms dated (Standard Terms) with
Westpac Banking Corporation ARBN 007 457 141 (Westpac) and others, and bound by them as stated
in the Standard Terms;
	 
	•	 	an [insert status] under the [insert name of Bank Document] dated (insert short name of
Bank Document) with Westpac and others, and bound by the terms of the (insert short name of
Bank Document) as stated in the (insert short name of Bank Document)




It does so in consideration of $1 which it has received from Westpac and in consideration of
Westpac at its request giving credit, or continuing to provide it or not taking immediate action to
enforce the obligations of another Undertaking Company, and for other good and valuable
consideration.



Capitalised terms used in this agreement are defined either within the text of this agreement
or within the Standard Terms.




	 	 	 	 	 
	THE COMMON SEAL of

	 	)
	[Company Name]

	 	)
	was duly affixed in the presence of:

	 	)






	 	 	 	 	 
	 

Signature

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	Print Name	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Office Held

	 	Office Held	 	 






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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.






	 	 	 
	 

	 	Westpac Banking Corporation ABN 33 007 457 141
	 
	 

	 	Consumer and Industrials
	 

	 	Level 4, 255 Elizabeth Street,
	 

	 	SYDNEY NSW 2000
	 
	 

	 	Tel: (02) 9284-9408
	 

	 	Fax: (02) 9284-9288






6 August 2003




The Directors,

Sims Group Limited

Level 6, Sims Group House

41 McLaren Street

NORTH SYDNEY NSW 2060




Variation to Multicurrency Revolving Floating Rate Cash Advance Facility



Westpac Banking Corporation (Westpac) proposes to vary its facility currently available to Sims
Group Limited ABN 37 008 634 526 (Sims Group) and its subsidiaries listed in the Schedule of
Subsidiaries (together the Undertaking Companies) on the terms set out in Westpac’s agreement dated
1 November 2000 as amended (the Agreement), and the Standard Terms dated the same date (the
Standard Terms).



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and returning it to us before 6 September 2003.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.





	1.	 	Amendments




 





Agreement





	1.1	 	In the Agreement, the Margin, Interest Rate and Term are replaced by the details set out
below.





AMENDED DETAILS




	 	 	 	 	 
	   
	Margin

	
Initially, [*] per annum, but varying in accordance with the Total Debt/EBITDA

multiple for the previous six months, (December figures) or twelve months (June

figures). The Margin will vary as set out in the following schedule. The first review of

pricing will be in respect of the (annualised) six month period ending 30 June 2000.


Any revised margin will take effect from the following (June period) 1 October or

(December period) 1 April. Calculation and definition of the Debt/EBITDA multiple is

set out in the Standard Terms.
	 
	 

	Total Debt/EBITDA	 	Margin	 
	 
	 

	 	[*]	 	 





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Sims Group Limited




	 	 	 
	 
	Line Fee

	 	The Line Fee will be payable quarterly in advance,
calculated on the Commitment.
	 
	 
	 	 
	Interest Rate

	 	For each interest period of 1,2,3,4,5 or 6 months for each
advance, the Base Rate (as defined in clause 9) plus the
Margin and (in the case of advances by Westpac London) the
Mandatory Cost, as calculated under the formulae attached to
this letter. It is payable in arrears on the last day of
each interest period and on repayment or prepayment of the
relevant principal.
	 
	 	 
	 

	 	For each interest period of 7 or 14 days for each advance,
the Base Rate applicable will be the rate quoted for those
advances on the LIBOR01 page of Reuters.
	 
	Term

	 	Until 1/11/06 or as otherwise agreed (the Term).
	 
	 
	 	 
	1.2    The following clause is to be inserted following “Term” under the Facility Details
	 
	 	 
	 
	Extension option

	 	 Sims Group may, on an annual basis, request Westpac to
extend the Term for a further 12 month period. The Term
is not to exceed 3 years. Any extension shall be at
Westpac’s sole discretion and may be subject to a
potential pricing review.
	 






	1.3	 	In the Agreement, the clause “Minimum denominations” is deleted and replaced by the
following:
	 
	 	 	“Minimum denominations
	 
	 	 	Each advance must have a minimum amount as follows:






	 	•	 	if in Australian dollars, $1,000,000; with an integral multiple of $1,000,000.
	 
	 	•	 	if in US dollars, $1,000,000; with an integral multiple of $1,000,000.
	 
	 	•	 	if in Pounds Sterling, GBP1,000,000; with an integral multiple of GBP 1,000,000.
	 
	 	•	 	if in euros, EURO1,000,000, with an integral multiple of EURO1,000,000.
	 
	 	•	 	if in another Alternative Currency, a minimum amount and integral multiple as
advised by Westpac;
	 
	 	or which is equal to the amount remaining for the undrawn Commitment.
	 
	 	Advances in no more than three (3) currencies may be outstanding at any one time.”





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Sims Group Limited





	1.4	 	In the Agreement, under clause 2 “Calculation of Interest”, delete the fourth paragraph and
insert the following:
	 
	 	 	“Unless Westpac agrees otherwise, interest periods must be of 7 or 14 days or of 1,2,3,4,5
or 6 months. If an interest period would end on a day that is not a Business Day, then it
will end on the previous Business Day”.






	2.	 	General




 





Conditions Precedent



Before the variation referred to above becomes effective, the Undertaking Companies must:





	•	 	arrange for this letter to be signed by a director and secretary and for a copy of this
letter to be returned to Westpac;
	 
	•	 	provide a duly executed verification certificate in the form of Schedule 1 with the
attachments referred to; and
	 
	•	 	provide a guarantor’s consent in the form of Schedule 2.





References to Agreement



Any reference in the Agreement to the Agreement includes a reference to the Agreement as varied by
this letter or as further varied from time to time.




Confirmation of Agreement and Standard Terms



Other than set out in this letter, the Agreement and the Standard Terms both remain unchanged.




Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies accept the non-exclusive
jurisdiction of the courts having jurisdiction there.




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Sims Group Limited




Subsidiaries’ Schedule




	 	 	 
	SUBSIDIARY NAME	 	ABN/Place of incorporation
	Simsmetal Finance Limited

	 	90 052 931 218
	Sims Group USA Corporation

	 	USA
	Sims Group UK Holdings Limited

	 	UK
	Sims Group UK Limited

	 	UK






Signed for Westpac Banking Corporation by its authorised officer




	 	 	 
	 

Global Head of Consumer and Industrials

	 	 
	 
	 	 
	Jan Swinhoe
	 	 
	 
	 	 
	Accepted and agreed for and on behalf of:

Sims Group Limited ABN 37 008 634 526
	 	 






	 	 	 
	 

Director

	 	 
 Secretary
	 
	 	 
	 

	 	 
	Name (please print)

	 	Name (please print)






Date of acceptance:



I/we confirm:



Each Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing the accepted agreement(s). I/We hold the
offices stated under our signatures. I/We am/are authorised to sign the accepted agreement(s).




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Sims Group Limited




Accepted and agreed for and on behalf of:

Simsmetal Finance Limited ABN 90 052 931 218

in accordance with a unanimous resolution of its board.




	 	 	 	 	 
	 

Director

	 	 

Secretary
	 	 
	 
	 	 	 	 
	Name (please print)

	 	Name (please print)	 	 






Date of acceptance:




Accepted and agreed for and on behalf of:

Sims Group USA Corporation

in accordance with a unanimous resolution of its board.




	 	 	 	 	 
	 

Director

	 	 

Director
	 	 
	 
	 	 	 	 
	Name (please print)

	 	Name (please print)	 	 






Date of acceptance:




Accepted and agreed for and on behalf of:

Sims Group UK Holdings Limited

in accordance with a unanimous resolution of its board.




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Sims Group Limited




	 	 	 	 	 
	 

Director

	 	 

Director
	 	 
	 
	 	 	 	 
	Name (please print)

	 	Name (please print)	 	 






Date of acceptance:




Accepted and agreed for and on behalf of:

Sims Group UK Limited

in accordance with a unanimous resolution of its board.




	 	 	 	 	 
	 

Director

	 	 

Director
	 	 
	 
	 	 	 	 
	Name (please print)

	 	Name (please print)	 	 
	 
	 	 	 	 
	Date of acceptance:
	 	 	 	 






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Sims Group Limited




Schedule 1




Form of Verification Certificate





			
	TO:	 	Jan Swinhoe

Global Head of Consumer and Industrials

Consumer and Industrials

Westpac Banking Corporation

Level 4, 255 Elizabeth Street

SYDNEY NSW 2000




Variation to Multicurrency Revolving Floating Rate Cash Advance for Sims Group Limited and each of
the companies listed in the attached schedule (Document)



I am a director of Sims Group Limited ABN 37 008 634 526 and each of the companies listed in the
attached schedule, each a Company.




Attachments



Attached are complete copies of the following:





	 	(i)	 	Any government approvals necessary for each Company to execute and perform the
Document referred to above.
	 
	 	(ii)	 	The statement referred to under “Commercial Benefit” below.





Board Resolutions to sign documents



On 28 August 2003 the directors of each Company resolved unanimously to authorise the signing of
the documents described above by any two directors or a director and secretary.




Commercial Benefit



The Company confirms that the execution, delivery and observance by the Company of its obligations
under the Document is:





	 	(i)	 	in the best interests of the Company; and
	 
	 	(ii)	 	for the Company’s commercial benefit because it will facilitate the growth
objectives of the Company.
	 
	 	(insert description of commercial benefit)





Authorised Signatories



The specimen signatures appearing below are those of the person(s) authorised to sign the documents
described above, and give notices for each Company in connection with the documents described
above.




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Sims Group Limited




	 	 	 	 	 
	Authorised Signatory	 	Specimen Signature	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





Solvency



Each Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing any of the documents described above.




Signed by:




	 	 	 
	 

Name (please print):

	 	 
	 
	 	 
	Title: Director
	 	 
	 
	 	 
	Dated:
	 	 






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Sims Group Limited




Schedule of Sims Group Companies that are parties to the documents described above




	 	 	 
	Company Name	 	ABN/Place of incorporation 
	Sims Group Limited

	 	37 008 634 526
	Simsmetal Finance Limited

	 	90 052 931 218
	Sims Group USA Corporation

	 	USA
	Sims Group UK Holdings Limited

	 	UK
	Sims Group UK Limited

	 	UK






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Sims Group Limited




Schedule 2




Guarantor’s Consent (Varied Facility)





			
	TO:	 	Jan Swinhoe

Global Head of Consumer and Industrials

Consumer and Industrials

Westpac Banking Corporation

Level 4, 255 Elizabeth Street

SYDNEY NSW 2000




In consideration of Westpac agreeing to vary the Facility which is documented in a letter dated 1
November 2000 from Westpac to Sims Group Limited (the Facility Letter), the companies listed in the
attached Security Schedule below as “Companies a party to the Security” hereby confirm that the
amendments to the Facility Letter documented in a letter dated 6 August 2003 from Westpac to Sims
Group Limited will not affect in any manner our liability as stated in the said securities or
Westpac’s right powers and remedies under them.




Security Schedule




	 	 	 	 	 
	Securities	 	Date of Security	 	Companies a party to the Security
	Group Guarantee

	 	15/11/2000
	 	Sims Group Limited
	 

	 	 	 	Simsmetal Finance Limited
	 

	 	 	 	Simsmetal Holdings Pty Limited
	 

	 	 	 	Sims Industrial Pty Limited
	 

	 	 	 	Universal Inspection and Testing
Company Pty Limited
	 

	 	 	 	Simsmetal Services Pty Limited
	 

	 	 	 	Sims Manufacturing Pty Limited
	 

	 	 	 	Sims Energy Pty Limited
	 

	 	 	 	Sims Aluminium Pty Limited
	 

	 	 	 	Sims Group USA Corporation
	 

	 	 	 	Sims Group UK Holdings Limited
	 

	 	 	 	Sims Group UK Limited
	 

	 	 	 	Simsmetal UK (Southern) Limited
	 

	 	 	 	Simsmetal UK (Midwest) Limited
	 

	 	 	 	Simsmetal UK Recycling Limited
	 

	 	 	 	Simsmetal UK (Northern) Limited
	 

	 	 	 	United Castings Limited
	 

	 	 	 	Simsmetal UK (Services) Limited
	 

	 	 	 	Simsmetal UK (South East) Limited
	 

	 	 	 	Simsmetal (Elliott) Limited
	 

	 	 	 	Simsmetal (Southwest) Limited
	 

	 	 	 	Simsmetal UK (Reclamation) Limited
	 

	 	 	 	Simsmetal UK (Wessex) Limited
	 

	 	 	 	Simsmetal UK (Glos.) Limited






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Sims Group Limited




Commercial Benefit



Each Company confirms that the execution, delivery and observance by the Company of its obligations
under the Group Guarantee is:





	 	(i)	 	in the best interests of the Company; and
	 
	 	(ii)	 	for the Company’s commercial benefit because it will facilitate the growth
objectives of the company.
	 
	 	(insert description of commercial benefit)





Accepted and agreed for and on behalf of:

Sims Group Limited ABN 37 008 634 526 and all the above companies

in accordance with a unanimous resolution of its board.




	 	 	 	 	 
	 

Director

	 	 

Director/Secretary
	 	 
	 
	 	 	 	 
	Name (please print)

	 	Name (please print)	 	 
	 
	 	 	 	 
	Date of acceptance:
	 	 	 	 






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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.




Westpac Banking Corporation ARBN 007 457 141




	 	 	 
	 

	 	Consumer and Industrials
	 

	 	Level 4, 255 Elizabeth Street,
	 

	 	SYDNEY NSW 2000
	 
	 	 
	 

	 	Tel: (02) 9284-9408
	 

	 	Fax: (02) 9284-9288






6 January 2004




The Directors,

Sims Group Limited

Level 6, Sims Group House

41 McLaren Street

NORTH SYDNEY NSW 2060



Further variation to Multicurrency Revolving Floating Rate Cash Advance Facility



Westpac Banking Corporation (Westpac) proposes to vary its facility currently available to Sims
Group Limited ABN 37 008 634 526 (Sims Group) and its subsidiaries listed in the Schedule of
Subsidiaries (together the Undertaking Companies) on the terms set out in Westpac’s agreement dated
1 November 2000 as amended (the Agreement), and the Standard Terms dated the same date (the
Standard Terms).



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and returning it to us before 6 February 2004.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.





	1.	 	Amendments





Agreement





	1.1	 	In the Agreement, the Line Fee is replaced by the details set out below:





AMENDED DETAILS


 


	 	 	 
	Line Fee

	 	The Line Fee will be payable quarterly in arrears, calculated on
the Commitment.




 



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Sims Group Limited





	2.	 	General




Condition Precedent



Before the variation referred to above becomes effective, the Undertaking Companies must arrange
for this letter to be signed by either two directors or a director and secretary and for a copy of
this letter to be returned to Westpac.



References to Agreement



Any reference in the Agreement to the Agreement includes a reference to the Agreement as varied by
this letter or as further varied from time to time.



Confirmation of Agreement



Other than set out in this letter, the Agreement remains unchanged.



Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies accept the non-exclusive
jurisdiction of the courts having jurisdiction there.




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Sims Group Limited




	 	 	 
	Subsidiaries’ Schedule
	 	 
	 
	 	 
	SUBSIDIARY NAME
	 	ABN/Place of incorporation
	Simsmetal Finance Limited
	 	90 052 931 218
	Sims Group USA Corporation
	 	USA
	Sims Group UK Holdings Limited
	 	UK
	Sims Group UK Limited
	 	UK





Signed for Westpac Banking Corporation by its authorised officer




	 	 	 
	 

Global Head of Consumer and Industrials

	 	 






Jan Swinhoe




Accepted and agreed for and on behalf of:

Sims Group Limited ABN 37 008 634 526




	 	 	 
	 

	 	 
	Director/Sole Director and Sole Company Secretary

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 





I/we confirm:



Each Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing the accepted agreement(s). I/We hold the
offices stated under our signatures. I/We am/are authorised to sign the accepted agreement(s).




[*] Confidential Treatment Requested






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Sims Group Limited




Accepted and agreed for and on behalf of:

Simsmetal Finance Limited ABN 90 052 931 218

in accordance with a unanimous resolution of its board.




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 






Accepted and agreed for and on behalf of:

Sims Group USA Corporation

in accordance with a unanimous resolution of its board.




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 






[*] Confidential Treatment Requested






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Sims Group Limited




Accepted and agreed for and on behalf of:

Sims Group UK Holdings Limited

in accordance with a unanimous resolution of its board.




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 






Accepted and agreed for and on behalf of:

Sims Group UK Limited

in accordance with a unanimous resolution of its board.




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 






[*] Confidential Treatment Requested




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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.




	 	 	 	 	 
	 	 	Property, Industrial & Consumer
	 	 	Level 4, 255 Elizabeth Street
	 	 	SYDNEY NSW 2000
	 

	 	Phone:
	 	(02) 9284 9408
	 

	 	Fax:
	 	(02) 9284 9288






31 October 2005




Sims Group Limited

Level 6, 41 McLaren Street

North Sydney NSW 2060

Attention: Mr Ross Cunningham



Variation to Cash Advance Facility and Standard Terms



Westpac Banking Corporation (Westpac) proposes to further vary its facility currently available to
Sims Co Limited ACN 114 838 630 and its subsidiaries listed in the attached Subsidiaries Schedule
(together the Undertaking Companies) on the terms set out in Westpac’s agreement dated 1 November
2000 (as amended) (the Agreement), and the Standard Terms dated the same date (the Standard Terms).



Westpac notes that the former group holding company, Sims Group Limited ABN 37 008 634 526, ceased
to be the group holding company following approval of the scheme of arrangement under which Sims Co
Limited (to be renamed Sims Group Limited) ACN 114 838 630 (Sims Group) became the new group
holding company. Westpac confirms its understanding and acceptance of this.



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and arranging for it to be signed also by the companies listed in
the attached Guarantors Schedule (together the Guarantors) and returning it to us within 30 days of
the date of this letter.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.





	1.	 	Amendments
	 
	1.1	 	Agreement
	 
	(a)	 	In the Agreement, the following sections of the Facility Details replace the existing
sections:





[*] Confidential Treatment Requested






 









 









Sims Group




AMENDED DETAILS




	 	 	 	 
	Maximum amount
outstanding at any
time:

	 	$250,000,000 (as reduced, the Commitment). Sims Co Limited ACN 114 838 630 may cancel all or part of the
undrawn Commitment on 20 Business Days’ notice to Westpac. The Commitment includes the $10,000,000 limit
for the trade finance facility provided in the offer letter dated 14 February 2001. This portion of the
Commitment may only be utilised in respect of that trade finance facility.
	 
	 	 
	 

	 	The Commitment will be automatically cancelled on the last day of the Term or as otherwise agreed in writing.
	 
	 	 
	Margin

	 	The Margin is payable on outstandings drawn under
the facility and will vary as set out in the following grid. The calculation and definition of
the Total Finance Debt/EBITDA multiple is set out in the Standard Terms.
	 
	 	 
	 

	 	Ratio of Total Finance Debt

/ EBITDA =
	Margin

	 
	 

	 	 
	[*]

	 
	 	 
	 

	 	Line Fee
	 
	 

	 	Calculated as a percentage per annum of the daily
amount of the Commitment as set out in the following grid. It is payable quarterly in arrears on
the last Business Day of each calendar quarter, and on the last day of the Term. If the Commitment
is cancelled or reduced in the quarter the relevant amount of the fee is not refundable.
	 
	 	 
	 

	 	The calculation and definition of the Total Finance Debt/ EBITDA multiple is set out in the Standard Terms.
	 
	 

	 	Ratio of Total Finance Debt

/ EBITDA =
	Line
Fee

	 
	 

	 	 
	[*]

	 
	Term:

	 	Until 1 August 2008 or as otherwise agreed (the Term).
	 
	 	 
	Extension option:

	 	On or before 1 August annually, Westpac will review the provision of the facility and advise Sims Group
whether, and on what terms and pricing, it is prepared to extend the Term for a further 12 months. If
Westpac offers to extend the Term and Sims Group accepts that offer, the Term will be extended for a further
12 months.
	 
	 	 
	Purpose:

	 	For acquisition financing and for general corporate purposes.
	 
	 	 
	Security:

	 	(a)      Guarantee dated 15 November 2000 between Sims Group Limited ABN 37 008 634 526 and others.
	 
	 	 
	 

	 	(b)      The Standard Terms.







	1.2	 	Standard Terms




The Standard Terms is amended as follows:





	(a)	 	In clause 1:






	 	(i)	 	deleting the definition of “Net Debt”; and
	 
	 	(ii)	 	inserting the following definitions in the appropriate alphabetical order:





[*] Confidential Treatment Requested





 









 








Sims Group





	 	 	 	“Acquisition means the acquisition of substantially all of the recycling operations
of Hugo Neu Corporation as outlined in the Project Old Update to Information
Memorandum dated 15 June 2005.
	 
	 	 	 	“TNW means Shareholders’ Funds less Intangible Assets.”






	(b)	 	In clause 2:






	 	(i)	 	sub-clause (d), by deleting the reference to “$5,000,000” in and replacing it
with “$10,000,000”.






	(c)	 	In clause 4:






	 	(i)	 	sub-clause (a)(i), by deleting the entire sub-clause and replacing it with the
following:






	 	“(i)	 	 promptly after each relevant accounting period (but within 120
days for a full year and 90 days for half year), copies of the Sims Group
consolidated audited annual and unaudited semi-annual balance sheet, cashflow
statements and profit and loss statements;”






	 	(ii)	 	sub-clause (d), by deleting the words, “all or any substantial part of its
assets” and replacing them with “10% or more of its Total Tangible Assets”;
	 
	 	(iii)	 	sub-clause (i), by deleting each reference to 90% and replacing it with 85%;
and
	 
	 	(iv)	 	by inserting a new sub-clause 4(l) which reads:






	 	(l)	 	(Secured Indebtedness) Secured Indebtedness must not exceed 5%
of Total Tangible Assets.”






	(d)	 	In clause 5, by deleting the entire clause and replacing it with the following:






	 	 	“5.      Financial Undertakings






	 	 	Sims Co Limited ACN 114 838 630 undertakes that at the first testing date of 31st
December 2005 and for all times afterwards for the duration of the Term, it will ensure the
following unless Westpac gives written consent otherwise:






	 	(a)	 	(Minimum Tangible Net Worth) TNW must be not less than:






	 	(i)	 	AUD 413,000,000 following the Acquisition; or
	 
	 	(ii)	 	85% of TNW for the preceding year (tested annually commencing
31 December 2005);






	 	 	 	whichever is greater.





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Sims Group





	 	(b)	 	(Interest Cover) EBITDA divided by Net Interest Expense to be greater than or
equal to 3.5 times.
	 
	 	(c)	 	(Cashflow Gearing) The ratio of Total Finance Debt (for each period of 12
months ending on each 30 June and 31 December) to EBITDA (for the same periods) must
not exceed 3.00 times.






	 	 	For the avoidance of doubt, Cashflow Gearing to be tested on the 31st December
2005 and 30 June 2006, is to include part-year earnings of the acquisition annualised on a
pro-forma basis.






	(e)	 	In clause 6:






	 	(i)	 	sub-clause (c), by deleting the words, “A$5,000,000” and replacing them with
“A$10,000,000.”
	 
	 	(ii)	 	sub-clause (e), by deleting the words, “A$5,000,000” and replacing them with
“A$10,000,000.”






	(f)	 	In clause 8(b), by deleting the words “60 days” and replacing them with “90 days” and
“Simsmetal” in the first line is replaced with “Sims Co Limited (ACN 114 838 630)”.






	2.	 	General





Conditions Precedent



Before the variations referred to above becomes effective:





	(a)	 	the Undertaking Companies must sign and return a copy of this agreement; and
	 
	(b)	 	the Guarantors must sign the confirmation provided for them in this agreement; and
	 
	(c)	 	Westpac must have received the following in form and substance satisfactory to Westpac in
relation to the acquisition:






	 	(i)	 	details of relevant regulatory and statutory authorisations, consents,
approvals and licences obtained, or being applied for;
	 
	 	(ii)	 	any other information that Westpac may reasonably require including details of
the Acquisition documentation;
	 
	 	(iii)	 	evidence or confirmation that the Acquisition is not hostile; and
	 
	 	(iv)	 	evidence that the acquisition of the target has become or been declared
unconditional or otherwise been completed.





[*] Confidential Treatment Requested





 









 








Sims Group



References to Agreement and Standard Terms



Any reference in the Agreement to the Agreement or the Standard Terms includes a reference to the
Agreement or the Standard Terms as varied by this letter or as further varied from time to time.



Confirmation of Agreement and Standard Terms



Other than set out in this letter, the Agreement and the Standard Terms both remain unchanged.



Confirmation by Guarantors



Each Guarantor confirms that:





	•	 	It agrees to the variations referred to in this letter both to the Agreement and to the
group structure;
	 
	•	 	These variations do not in any way release, reduce or limit its liability and obligations
to Westpac under the Group Guarantee dated 15 November 2000 between (amongst others) it and
Westpac (the “Group Guarantee”);
	 
	•	 	The Group Guarantee remains a valid obligation binding on it to pay amongst other things
and according to its terms, all moneys due and payable from time to time to Westpac under the
Agreement and Standard Terms as varied from time to time;
	 
	•	 	Westpac is under no obligation to advise it of any further variation to the Agreement or
Standard Terms as a result of having requested this confirmation; and
	 
	•	 	This confirmation is binding on it irrespective of whether all Guarantors sign or whether
the statements are true in respect of each other Guarantor.




New Holding Companies



Westpac agrees that, if it has not already done so, it will permit Sims Co Limited, the proposed
new US holding company and the proposed new US subsidiaries to become borrowers under the Agreement
provided that the companies execute such documentation required by Westpac to enable the companies
to accede to the Agreement, the Standard Terms and the Group Guarantee dated 15 November 2000.



Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies accept the non-exclusive
jurisdiction of the courts having jurisdiction there.




[*] Confidential Treatment Requested






 









 








Sims Group




Definition



Total Finance Debt: means any indebtedness, present or future, actual or contingent in relation to
money borrowed or raised or any other financing. It includes any such indebtedness under or in
respect of any of the following: Senior Debt, a guarantee, hire purchase, finance lease, deferred
purchase price (for more than 90 days), or an obligation to deliver property or provide services
paid for in advance by a Financier.




[*] Confidential Treatment Requested





 









 










Sims Group




Subsidiaries’ Schedule




	 	 	 
	SUBSIDIARY NAME	 	Company Number
	Sims Group Limited (to be renamed Sims Group
Australia 
     Holdings Limited)

	 	ABN 37 008 634 526
	Simsmetal Finance Limited

	 	ABN 90 052 931 218
	Sims Group USA Corporation

	 	USA
	SIMs Group UK Holdings Limited

	 	UK — Company No. 2904307
	Sims Group UK Limited

	 	UK — Company No. 3242331






Guarantors Schedule




	 	 	 
	SUBSIDIARY NAME	 	Company Number
	Sims Co Limited

	 	ACN 114 838 630
	Sims Group Limited

	 	ABN 37 008 634 526
	Simsmetal Finance Limited

	 	ABN 90 052 931 218
	Simsmetal Holdings Pty Limited

	 	ABN 97 000 021 563
	Sims Industrial Pty Limited

	 	ABN 95 000 090 479
	Universal Inspection and Testing Company Pty Limited

	 	ABN 14 000 554 656
	Simsmetal Services Pty Limited

	 	ABN 76 000 166 987
	Sims Manufacturing Pty Limited

	 	ABN 13 004 332 870
	Sims Energy Pty Limited

	 	ABN 42 009 667 752
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905
	Sims Group USA Corporation

	 	USA
	Simsmetal UK (Elliott) Limited

	 	UK — Company No. 1054186
	Simsmetal UK (Glos.) Limited

	 	" " — Company No. 2119329
	Sims Group UK Holdings Limited

	 	" " — Company No. 2904307
	Sims Group UK Limited

	 	" " — Company No. 3242331
	Simsmetal UK (Midwest) Limited

	 	" " — Company No. 549109
	Simsmetal UK (Northern) Limited

	 	" " — Company No. 199765
	Simsmetal UK (Reclamation) Limited

	 	" " — Company No. 1304896
	Simsmetal UK Recycling Limited

	 	" " — Company No. 538792
	Sims Group UK Limited

	 	" " — Company No. 3242331





 [*] Confidential Treatment Requested


 









 




Sims Group



	 	 	 
	SUBSIDIARY NAME	 	Company Number
	Simsmetal UK (South East) Limited

	 	" " — Company No. 2734487
	Simsmetal UK (Southern) Limited

	 	" " — Company No. 1638948
	Simsmetal UK (Southwest) Limited

	 	" " — Company No. 3242457
	Simsmetal UK (Wessex) Limited

	 	" " — Company No. 115049
	United Castings Limited

	 	" " — Company No. 2550422





Signed for Westpac Banking Corporation by its authorised officer




	 	 	 
	 

Senior Relationship Manager

	 	 






Jan Swinhoe




Accepted and agreed for and on behalf of:

Sims Co Limited ACN 114 838 630

Sims Group Limited ABN 37 008 634 526

Simsmetal Finance Limited ABN 90 052 931 218

Sims Group USA Corporation

Sims Group UK Holdings Limited

Sims Group UK Limited

in accordance with unanimous resolution of its board.




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 
	 
	 	 
	Address:
	 	 
	 
	 	 
	Facsimile:
	 	 






[*] Confidential Treatment Requested





 









 








Sims Group





Confirmed:





	 	 	 
	 

	 	 
	Director

	 	Director
	 
	 	 
	Name (please print)

	 	Name (please print)





For and on behalf of each Guarantor, in accordance with a unanimous resolution of its board.




Date of acceptance:




Address:




Facsimile:




[*] Confidential Treatment Requested





 









 







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.




	 	 	 	 	 
	 	 	Consumer & Industrials
	 	 	Level 3, 275 Elizabeth Street
	 	 	SYDNEY NSW 2000
	 

	 	Phone:
	 	(02) 8254 9060
	 

	 	Fax:
	 	(02) 8254 9288






21 December 2007




Sims Group Limited

Level 6, 41 McLaren Street

North Sydney NSW 2060

Attention: Mr Ross Cunningham



Variation to Cash Advance Facility and Standard Terms



Westpac Banking Corporation (Westpac) proposes to further vary its facility currently available to
Sims Group Limited ACN 114 838 630 (Sims) and its subsidiaries listed in the attached Subsidiaries
Schedule (together the Undertaking Companies) on the terms set out in Westpac’s agreement dated 1
November 2000, as amended (the Agreement), and the Standard Terms dated the same date, as amended
(the Standard Terms).



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and arranging for it to be signed also by the companies listed in
the attached Guarantors Schedule (together the Guarantors) and returning it to us within 30 days of
the date of this letter or such later date as Westpac may agree in writing.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.





	1.	 	Amendments




In the Agreement, the Term section of the Facility Details is deleted and replaced with the
following:



Term:      Until 1 February 2009 or as otherwise agreed (the Term).




[*] Confidential Treatment Requested






 Page 1









 









	2.	 	General





Conditions Precedent



Before the amendment referred to above becomes effective:





	 	•	 	the Undertaking Companies and the Guarantors must sign and return a copy of this
agreement; and
	 
	 	•	 	[*]





References to Agreement



Any reference in the Agreement to the Agreement includes a reference to the Agreement as amended by
this letter or as further varied from time to time.



Confirmation of Agreement



Other than set out in this letter, the Agreement remains unchanged.



Confirmation by Guarantors



Each Guarantor confirms that:





	•	 	It agrees to the amendment to the Agreement referred to in this letter;
	 
	•	 	This amendment does not in any way release, reduce or limit its liability and obligations
to Westpac under the Group Guarantee dated 15 November 2000 between (amongst others) it and
Westpac (the “Group Guarantee”);
	 
	•	 	The Group Guarantee remains a valid obligation binding on it to pay amongst other things
and according to its terms, all moneys due and payable from time to time to Westpac under the
Agreement and Standard Terms as varied from time to time;
	 
	•	 	Westpac is under no obligation to advise it of any further variation to the Agreement as a
result of having requested this confirmation; and
	 
	•	 	This confirmation is binding on it irrespective of whether all Guarantors sign or whether
the statements are true in respect of each other Guarantor.





Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies and Guarantors accept
the non-exclusive jurisdiction of the courts having jurisdiction there.




[*] Confidential Treatment Requested





 Page 2









 








Subsidiaries’ Schedule




	 	 	 
	Name of Company	 	ACN /ARB /place of incorporation
	Sims Group Australia Holdings Limited

	 	008 634 526
	Sims Group USA Corporation (formerly Simsmetal USA Corporation)

	 	USA
	Sims Group UK Holdings Limited (formerly Simsmetal Group UK Holdings Limited)

	 	UK 2904307
	Sims Group UK Limited

	 	UK 3242331
	Mirec BV

	 	Holland 17073024
	Mirec AB

	 	Sweden 556606-4381
	Sims Group Global Trade Corporation (formerly Sims Hugo Neu Global Trade LLC)

	 	Delaware USA
	Simsmetal East LLC (formerly Sims Hugo Neu East (General Partnership))

	 	USA
	Simsmetal West LLC (formerly Sims Hugo Neu West (General Partnership))

	 	USA
	North Carolina Resource Conservation LLC (merged with North Carolina
Recycling LLC)

	 	USA
	Schiabo Larovo Corporation (formerly Schiabo Larovo Company, LLC)

	 	USA
	Sims Group USA Holdings Corporation (formerly Sims Hugo Neu Corporation)

	 	USA






Guarantors Schedule




	 	 	 
	Name of Company	 	ACN /ARBN
	Sims Group Limited

	 	114 838 630
	Sims Group Australia Holdings Limited

	 	008 634 526
	Simsmetal Holdings Pty Limited

	 	000 021 563
	Sims Industrial Pty Limited

	 	000 090 479
	Simsmetal Services Pty Limited

	 	000 166 987
	Sims Manufacturing Pty Limited

	 	004 332 870
	Sims Energy Pty Limited

	 	009 667 752
	Sims Group USA Corporation (formerly Simsmetal USA Corporation)

	 	USA
	Sims Group UK Holdings Limited (formerly Simsmetal Group UK Holdings Limited)

	 	UK 2904307
	Sims Group UK Limited

	 	UK 3242331
	Mirec BV

	 	Holland 17073024
	Mirec AB

	 	Sweden 556606-4381
	Sims Group Global Trade Corporation (formerly Sims Hugo Neu Global Trade LLC)

	 	Delaware USA
	Simsmetal East LLC (formerly Sims Hugo Neu East (General Partnership))

	 	USA




[*] Confidential Treatment Requested



 Page 3









 






	 	 	 
	Name of Company	 	ACN /ARBN
	Simsmetal West LLC (formerly Sims Hugo Neu West (General Partnership))

	 	USA
	North Carolina Resource Conservation LLC (merged with North Carolina Recycling LLC)

	 	USA
	Schiabo Larovo Corporation (formerly Schiabo Larovo Company, LLC)

	 	USA
	Sims Group USA Holdings Corporation (formerly Sims Hugo Neu Corporation)

	 	USA
	Sims Tyrecycle Pty Ltd

	 	085 545 053
	Sims Tyrecycle Properties Pty Limited

	 	085 580 712
	SHN Co, LLC (formerly Hugo Neu Co., LLC)

	 	USA
	HNE Recycling LLC

	 	USA
	HNW Recycling LLC

	 	USA






Signed for Westpac Banking Corporation by its authorised officer




	 	 	 
	 

Associate Director

	 	 
	 
	 	 
	Avi Machlin
	 	 






Accepted and agreed for and on behalf of:

Sims Group Limited ACN 114 838 630




	 	 	 
	 

	 	 
	Director

	 	Director
	 
	 	 
	Name: Ross Cunningham

	 	Name: Jeremy Sutcliffe
	 
	 	 
	Date of acceptance:
	 	 





I/we confirm:



The Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing the accepted agreement(s). I / We hold the
offices stated under our signatures. I / We am / are authorised to sign the accepted agreement(s).




[*] Confidential Treatment Requested




 Page 4









 







Accepted and agreed for and on behalf of each of the other Subsidiaries and Guarantors:




	 	 	 	 	 
	 	 	 
	Director

	 	 	 	Director
	 
	 	 	 	 
	Name: Ross Cunningham	 	Name: Jeremy Sutcliffe
	 
	 	 	 	 
	Date of acceptance: 24/12/07	 	 
	 
	 	 	 	 
	Address:

	 	Level 6	 	 
	 

	 	41 McLaren Street	 	 
	 

	 	North Sydney 2060 NSW	 	 
	 
	 	 	 	 
	Facsimile:

	 	(02) 9954 9680	 	 






[*] Confidential Treatment Requested




 Page 5









 







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.




	 	 	 	 	 
	 	 	Consumer & Retail
	 	 	Level 3, 275 Elizabeth Street
	 	 	SYDNEY NSW 2000
	 

	 	Phone:
	 	(02) 8254 9060
	 

	 	Fax:
	 	(02) 8254 9288






18 April 2008




Sims Group Limited

Level 6, 41 McLaren Street

North Sydney NSW 2060

Attention: Mr Ross Cunningham



Variation to Cash Advance Facility and Standard Terms



Westpac Banking Corporation (Westpac) proposes to further vary its facility currently available to
Sims Group Limited ACN 114 838 630 (Sims) and its subsidiaries listed in the attached Subsidiaries
Schedule (together the Undertaking Companies) on the terms set out in Westpac’s agreement dated 1
November 2000, as amended (the Agreement), and the Standard Terms dated the same date, as amended
(the Standard Terms).



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and arranging for it to be signed also by the companies listed in
the attached Guarantors Schedule (together the Guarantors) and returning it to us within 30 days of
the date of this letter or such later date as Westpac may agree in writing.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.





	1.	 	Amendments
	 
	1.1	 	Agreement




In the Agreement, the following sections of the Facility Details replace the existing sections:




	 	 	 
	Maximum amount outstanding at any
time

	 	$350,000,000 (as reduced, the
Commitment). Sims Group Limited to
be renamed Sims Metal Management
Limited) may cancel all or part of
the time undrawn Commitment on 20
Business Days’ notice to Westpac.
The Commitment will be automatically
cancelled on the last day of the
Term or as otherwise agreed in
writing.






[*] Confidential Treatment Requested





 









 








	 	 	 
	Term

	 	Until 1 August 2009 or as otherwise agreed (the Term).







	1.2	 	Standard Terms




The Standard Terms are amended as follows:





	(a)	 	In clause 4 (i), by deleting the entire sub-clause and replacing it with the following:






	 	“(i)	 	 (Guarantors) It will ensure that at all times that the guarantors under the
interlocking Guarantee dated 15 November 2000 (excluding any German Guarantors) account
for at least 80% of Total Tangible Assets and EBITDA or in the case of a newly acquired
or created Subsidiary, will account for at least 80% of Total Tangible Assets and
EBITDA within 3 months of acquisition or creation.
	 
	 	 	 	Documentation to add guarantors must be to Westpac’s satisfaction. All guarantors
must provide evidence of due execution of documentation (for example, verification
certificate). All foreign guarantors must within 3 months of becoming a guarantor
provide a legal opinion in a form satisfactory to Westpac.”






	(b)	 	Insert the following new definition in alphabetical order.
	 
	 	 	“German Guarantor means a Guarantor which is incorporated in, resident in or whose principal
area of business is in Germany.”
	 
	(c)	 	Insert in clause 4 after clause 4(k) the following:
	 
	 	 	“Paragraphs (c) and (d) do not apply to any disposal if such disposal cannot be prohibited
pursuant to Sections 1136 German Civil Code (Bürgerliches Gesetzbuch).”
	 
	(d)	 	Insert in clause 6 after clause 6 (1) the following:






	 	(m)	 	“(Disposal without consent) A disposal which cannot be prohibited pursuant to
Section 1136 German Civil Code (Bürgerliches Gesetzbuch), if the disposal has not been
approved by Westpac in writing, provided such disposal corresponds to a disposal set
out in clause 4 (c) and (d).”






	2.	 	General





Conditions Precedent



Before the amendments referred to above become effective Westpac must confirm in writing that the
following conditions precedent have been satisfied:





	•	 	the Undertaking Companies and the Guarantors must sign and return a copy of this agreement;
	 
	•	 	Westpac must have received in form and substance satisfactory to it:





[*] Confidential Treatment Requested





 









 









	 	–	 	Copies of the press releases issued regarding the Acquisition and a copy of the
prospectus distributed to the shareholders of Metal Management, Inc.;
	 
	 	–	 	Information relating to the structure of the acquisition arrangements with
respect to Metal Management Inc (“Acquisition”);
	 
	 	–	 	Details of relevant regulatory and statutory authorisations, consents,
approvals and licenses obtained, or being applied for;
	 
	 	–	 	Any other information that Westpac may reasonably require including details of
Acquisition documents;






	•	 	Copy of the certificate of merger issued by the Secretary of State of Delaware evidencing
completion of the Acquisition;
	 
	•	 	Evidence that Sims has sufficient other funding available which, when added to the proceeds
of the drawdown of the Facility, will be sufficient to repay Metal Management Inc.’s existing
debt;
	 
	•	 	Evidence satisfactory to Westpac that there is no breach of Chapter 2E or section 260 of
the Corporations Act 2001 arising out of the Acquisition or matters arising in connection with
the amendments to the Facility contemplated by this letter, including without limitation
evidence that all notices to and lodgements with Australian Securities and Investments
Commission (or any relevant equivalent body in any relevant jurisdiction) have been effected
and any relevant periods of advance notice have expired;
	 
	•	 	[*]




References to Agreement and Standard Terms



Any reference in the Agreement to the Agreement or Standard Terms includes a reference to the
Agreement or Standard Terms as amended by this letter or as further varied from time to time.



Confirmation of Agreement and Standard Terms



Other than set out in this letter, the Agreement and Standard Terms remain unchanged.



Confirmation by Guarantors



Each Guarantor confirms that:





	•	 	It agrees to the amendment to the Agreement referred to in this letter;
	 
	•	 	This amendment does not in any way release, reduce or limit its liability and obligations
to Westpac under the Group Guarantee dated 15 November 2000 between (amongst others) it and
Westpac (the “Group Guarantee”);





[*] Confidential Treatment Requested




 









 









	•	 	The Group Guarantee remains a valid obligation binding on it to pay amongst other things
and according to its terms, all moneys due and payable from time to time to Westpac under the
Agreement and Standard Terms as varied from time to time;
	 
	•	 	Westpac is under no obligation to advise it of any further variation to the Agreement as a
result of having requested this confirmation; and
	 
	•	 	This confirmation is binding on it irrespective of whether all Guarantors sign or whether
the statements are true in respect of each other Guarantor.





Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies and Guarantors accept
the non-exclusive jurisdiction of the courts having jurisdiction there.




Subsidiaries’ Schedule




	 	 	 
	Name of Company	 	ACN/ARB/place of incorporation
	Sims Group Australia Holdings Limited

	 	008 634 526
	Sims Group UK Limited

	 	UK 3242331
	Sims Group UK Holdings Limited

	 	UK 2904307
	Mirec BV

	 	Holland 17073024
	Sims Recycling Solutions AB

	 	Sweden
	Sims Group USA Corporation

	 	Delaware
	Sims Group Global Trade Corporation

	 	Delaware
	North Carolina Resource Conservation LLC

	 	North Carolina
	Sims Group USA Holdings Corporation

	 	Delaware
	Schiabo Larovo Corporation

	 	Delaware
	Simsmetal East LLC

	 	Delaware
	Simsmetal West LLC

	 	Delaware
	Metal Management, Inc.

	 	Delaware
	Metal Management Alabama, Inc.

	 	Delaware
	Metal Management Arizona, L.L.C.

	 	Arizona





[*] Confidential Treatment Requested



 









 






	 	 	 
	Name of Company	 	ACN/ARB/place of incorporation
	Metal Management Connecticut, Inc.

	 	Delaware
	Metal Management Memphis, L.L.C.

	 	Tennessee
	Metal Management Midwest, Inc.

	 	Illinois
	Metal Management Mississippi, Inc.

	 	Delaware
	Metal Management Northeast, Inc.

	 	New Jersey
	Metal Management Ohio, Inc.

	 	Ohio
	Metal Management West, Inc.

	 	Colorado
	Proler Southwest LP

	 	Texas
	Metal Dynamics Detroit LLC

	 	Delaware






Guarantors Schedule




	 	 	 
	Name of Company	 	ACN/ARBN
	Sims Group Australia Holdings Limited

	 	008 634 526
	Sims Group Limited

	 	114 838 630
	Simsmetal Holdings Pty Limited

	 	000 021 563
	Simsmetal Services Pty Limited

	 	000 166 987
	Sims Manufacturing Pty Limited

	 	004 332 870
	Sims Industrial Pty Limited

	 	000 090 479
	Sims Energy Pty Limited

	 	009 667 752
	Sims Group UK Limited

	 	UK 3242331
	Sims Group UK Holdings Limited

	 	UK 2904307
	Mirec BV

	 	Holland 17073024
	Sims Recycling Solutions AB

	 	Sweden
	Simsmetal Industries Limited

	 	New Zealand
	Sims M+R GmbH

	 	Germany




[*] Confidential Treatment Requested



 









 






	 	 	 
	Name of Company	 	ACN/ARBN
	Sims Group German Holdings GmbH

	 	Germany
	Sims Asia Holdings Limited

	 	Hong Kong
	Sims Group Recycling Solutions Canada Ltd

	 	Canada
	Sims Group Canada Holdings Limited

	 	Canada
	Sims Group USA Corporation

	 	Delaware
	Sims Group Global Trade Corporation

	 	Delaware
	North Carolina Resource Conservation, LLC

	 	North Carolina
	Sims Group USA Holdings Corporation

	 	Delaware
	SHN Co., LLC

	 	Delaware
	HNE Recycling LLC

	 	Delaware
	HNW Recycling LLC

	 	Delaware
	Schiabo Larovo Corporation

	 	Delaware
	Simsmetal East LLC

	 	Delaware
	Simsmetal West LLC

	 	Delaware
	Sims Recycling Solutions, Inc.

	 	Illinois
	Sims Group Recycling Solutions USA Corporation

	 	Delaware
	United Refining & Smelting Co.

	 	Illinois
	Metal Management, Inc.

	 	Delaware
	CIM Trucking, Inc.

	 	Illinois
	Metal Management Alabama, Inc.

	 	Delaware
	Metal Management Arizona, L.L.C.

	 	Arizona
	Metal Management Connecticut, Inc.

	 	Delaware
	Metal Management Indiana, Inc.

	 	Illinois
	Metal Management Memphis, L.L.C.

	 	Tennessee




[*] Confidential Treatment Requested



 









 






	 	 	 
	Name of Company	 	ACN/ARBN
	Metal Management Midwest, Inc.

	 	Illinois
	Metal Management Mississippi, Inc.

	 	Delaware
	Metal Management New Haven, Inc.

	 	Delaware
	Metal Management Northeast, Inc.

	 	New Jersey
	Metal Management Ohio, Inc.

	 	Ohio
	Metal Management Pittsburgh, Inc.

	 	Delaware
	Metal Management Proler Southwest, Inc.

	 	Delaware
	Metal Management S&A Holdings, Inc.

	 	Delaware
	Metal Management West Coast Holdings, Inc.

	 	Delaware
	Metal Management West, Inc.

	 	Colorado
	MM Metal Dynamics Holdings, Inc.

	 	Delaware
	Naporano Iron & Metal, Inc.

	 	Delaware
	New York Recycling Ventures, Inc.

	 	Delaware
	Proler Southwest GP, Inc.

	 	Delaware
	Proler Southwest LP

	 	Texas
	Reserve Iron & Metal Limited Partnership

	 	Delaware
	Metal Dynamics LLC

	 	Delaware
	Metal Dynamics Detroit LLC

	 	Delaware
	Metal Dynamics Indianapolis LLC

	 	Delaware
	Sims Municipal Recycling of New York LLC
	 	 






[*] Confidential Treatment Requested




 









 








Signed for Westpac Banking Corporation by its authorized officer




	 	 	 
	 

Associate Director

	 	 
	Consumer & Retail, Westpac Institutional Bank
	 	 
	Avi Machlin
	 	 






Accepted and agreed for and on behalf of:

Sims Group Limited ACN 114 838 630




	 	 	 
	 

	 	 
	Director

	 	Director/Secretary
	 
	 	 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Date of acceptance:
	 	 





I/we confirm:



The Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing the accepted agreement(s). I/We hold the
offices stated under our signatures. I/We am/are authorised to sign the accepted agreement(s).




Executed by

Schiabo Larovo Corporation

by its officer.




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





7









 








Executed by

Simsmetal East LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Simsmetal West LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





8









 








Executed by

Metal Management Alabama, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Arizona, L.L.C.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Connecticut, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





9









 








Executed by

Metal Management Memphis, L.L.C.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Midwest, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Mississippi, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





10









 








Executed by

Metal Management Northeast, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Ohio, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management West, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





11









 








Executed by

Proler Southwest LP

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Dynamics Detroit LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Simsmetal Industries Limited

by its officer:




	 	 	 
	 

	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 

	 	 
	Name of officer (please print)

	 	Name of officer (please print)






[*] Confidential Treatment Requested





12









 








Executed by

Sims M+R GmbH

by its officer:




	 	 	 
	 

	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 

	 	 
	Name of officer (please print)

	 	Name of officer (please print)






Executed by

Sims Group German Holdings GmbH

by its officer:




	 	 	 
	 

	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 

	 	 
	Name of officer (please print)

	 	Name of officer (please print)






Executed by

Sims Asia Holdings Limited

by its officer:




	 	 	 
	 

	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 

	 	 
	Name of officer (please print)

	 	Name of officer (please print)






[*] Confidential Treatment Requested




13









 








Executed by

Sims Group Recycling Solutions Canada Ltd

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Sims Group Canada Holdings Limited

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Sims Recycling Solutions, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




14









 








Executed by

Sims Group Recycling Solutions USA Corporation

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

United Refining & Smelting Co.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

CIM Trucking, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




15









 








Executed by

Metal Management Indiana, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management New Haven, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management Pittsburgh, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




16









 








Executed by

Metal Management Proler Southwest, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management S&A Holdings, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Management West Coast Holdings, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




17









 








Executed by

MM Metal Dynamics Holdings, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Naporano Iron & Metal, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

New York Recycling Ventures, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




18









 








Executed by

Proler Southwest GP, Inc.

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Reserve Iron & Metal Limited Partnership

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Metal Dynamics LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




19









 








Executed by

Metal Dynamics Indianapolis LLC

by its member: Metal Dynamics LLC




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Sims Municipal Recycling of New York LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





20











 





Signed by

Sims Group Australia Holdings Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Simsmetal Holdings Pty Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Simsmetal Services Pty Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested





21









 








Signed by

Sims Manufacturing Pty Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Sims Industrial Pty Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Sims Energy Pty Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested





22









 








Signed by

Sims Group UK Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Sims Group UK Holdings Limited

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






Signed by

Mirec BV

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested





23









 








Signed by

Sims Recycling Solutions AB

by a director and secretary/director:




	 	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested





24









 








Executed by

Sims Group USA Corporation

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

Sims Group Global Trade Corporation

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

North Carolina Resource Conservation, LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





25









 








Executed by

Sims Group USA Holdings Corporation

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

SHN Co., LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Executed by

HNE Recycling LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





26









 








Executed by

HNW Recycling LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested





27












 




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.




Consumer & Retail

Level 3, 275 Elizabeth Street

SYDNEY NSW 2000

Phone: (02) 8254 9122

Fax: (02) 8254 6935




18 August 2008




Sims Group Limited

Level 6, 41 McLaren Street

North Sydney NSW 2060

Attention: Mr Peter Ricketts



Variation to Cash Advance Facility and Standard Terms



Westpac Banking Corporation (Westpac) proposes to further vary its facility currently available to
Sims Group Limited ACN 114 838 630 (Sims) and its subsidiaries listed in the attached Subsidiaries
Schedule (together the Undertaking Companies) on the terms set out in Westpac’s agreement dated 1
November 2000, as amended (the Agreement), and the Standard Terms dated the same date, as amended
(the Standard Terms).



The amendments needed to document the varied facility are set out below.



Please confirm the Undertaking Companies’ acceptance of these amendments by signing the
accompanying copy of this letter and arranging for it to be signed also by the companies listed in
the attached Guarantors Schedule (together the Guarantors) and returning it to us within 30 days of
the date of this letter or such later date as Westpac may agree in writing.



Capitalised terms defined in the Agreement and the Standard Terms have the same meanings when used
in this letter.



This is a Bank Document for the purposes of the Standard Terms.



1. Amendments



1.1 Agreement



In the Agreement, the following sections of the Facility Details replace the existing sections:




	 	 	 
	Maximum amount outstanding 
at any
time

	 	Tranche A: $350,000,000 (as
reduced, the Tranche A Commitment). 

Tranche B: $50,000,000 (as reduced,
the Tranche B Commitment), (together
the Commitment).
	 

	 	Sims Group Limited (to be renamed
Sims Metal Management Limited) may
cancel all or part of the undrawn
Tranche A Commitment or Tranche B
Commitment on 20 Business Days’
notice to Westpac. The Commitment
will be automatically cancelled on
the last day of the Term or as
otherwise agreed in writing.






[*] Confidential Treatment Requested




 









 








	 	 	 	 	 
	Margin

	 	The Margin is payable on
outstandings drawn under
the facility and will
vary as set out in the
following grid.

	 
	 	 	 	 
	 

	 	
Tranche A:




(The calculation and definition of the Total Finance Debt/Gross EBITD
multiple is set out in the Standard Terms).


	 
	 	 	 	 
	 

	 	Ratio of Total Finance Debt


/Gross EBITDA = 
 	        Margin
	 
	 
	 	 	                         [*]	 
	 
	 

	 	   Tranche B:


        [*]

 
	 
	 	 	 	 
	Line Fee

	 	Calculated as a
percentage per annum of
the daily amount of the
Commitment as set out in
the following grid. It
is payable quarterly in
arrears on the last
Business Day of each
calendar quarter, and on
the last day of the Term
(or at any other
intervals designated by
Westpac from time to
time). If the Commitment
is cancelled or reduced
in the quarter the
relevant amount of fee is
not refundable.

	 
	 	 	 	 
	 

	 	
Tranche A:



(The calculation and definition of the Total Finance Debt/Gross EBITD
multiple is set out in the Standard Terms).


	 
	 	 	 	 
	 

	 	Ratio of Total Finance Debt


/Gross EBITDA = 
 	        Margin
	 
	 
	 	 	      [*]	 
	 
	 

	 	   Tranche B:


[*]

 






2. General



Conditions Precedent



Before the amendments referred to above become effective Westpac must confirm in writing that the
following conditions precedent have been satisfied:





	 	•	 	the Undertaking Companies and the Guarantors must sign and return a copy of this
agreement;
	 
	 	•	 	to the extent that any component of the Tranche B Commitment will be used for
purpose of acquiring any entity, Westpac has received confirmation that any relevant
regulatory or statutory authorisations, consents, approvals or licences have been
obtained or applied for;
	 
	 	•	 	[*]




References to Agreement and Standard Terms



Any reference in the Agreement to the Agreement or Standard Terms includes a reference to the
Agreement or Standard Terms as amended by this letter or as further varied from time to time.



Confirmation of Agreement and Standard Terms



Other than set out in this letter, the Agreement and Standard Terms remain unchanged.



Confirmation by Guarantors




[*] Confidential Treatment Requested




 









 







Each Guarantor confirms that:





	•	 	It agrees to the amendment to the Agreement referred to in this letter;






	•	 	This amendment does not in any way release, reduce or limit its liability and obligations
to Westpac under the Group Guarantee dated 15 November 2000 between (amongst others) it and
Westpac (the “Group Guarantee”);






	•	 	The Group Guarantee remains a valid obligation binding on it to pay amongst other things
and according to its terms, all moneys due and payable from time to time to Westpac under the
Agreement and Standard Terms as varied from time to time;






	•	 	Westpac is under no obligation to advise it of any further variation to the Agreement as a
result of having requested this confirmation; and






	•	 	This confirmation is binding on it irrespective of whether all Guarantors sign or whether
the statements are true in respect of each other Guarantor.




Governing law and Jurisdiction



This letter is governed by New South Wales law. The Undertaking Companies and Guarantors accept
the non-exclusive jurisdiction of the courts having jurisdiction there.




Subsidiaries’ Schedule




	 	 	 
	Name of Company	 	ABN/ARB/place of incorporation
	Sims Group Australia Holdings Limited

	 	37 008 634 526
	Sims Group UK Limited

	 	UK 3242331
	Sims Group UK Holdings Limited

	 	UK 2904307
	Mirec BV

	 	Holland 17073024
	Sims Recycling Solutions AB

	 	Sweden
	Sims Group USA Corporation

	 	Delaware
	Sims Group Global Trade Corporation

	 	Delaware
	North Carolina Resource Conservation LLC

	 	North Carolina
	Sims Group USA Holdings Corporation

	 	Delaware
	Schiabo Larovo Corporation

	 	Delaware
	Simsmetal East LLC

	 	Delaware
	Simsmetal West LLC

	 	Delaware
	Metal Management, Inc.

	 	Delaware






[*] Confidential Treatment Requested




 









 






	 	 	 
	Name of Company	 	ABN/ARB/place of incorporation
	Metal Management Alabama, Inc.

	 	Delaware
	Metal Management Arizona, L.L.C.

	 	Arizona
	Metal Management Connecticut, Inc.

	 	Delaware
	Metal Management Memphis, L.L.C.

	 	Tennessee
	Metal Management Midwest, Inc.

	 	Illinois
	Metal Management Mississippi, Inc.

	 	Delaware
	Metal Management Northeast, Inc.

	 	New Jersey
	Metal Management Ohio, Inc.

	 	Ohio
	Metal Management West, Inc.

	 	Colorado
	Proler Southwest LP

	 	Texas
	Metal Dynamics Detroit LLC

	 	Delaware






Guarantors Schedule




	 	 	 
	Name of Company	 	ABN/ARBN
	Sims Group Australia Holdings Limited

	 	37 008 634 526
	Sims Group Limited

	 	69 114 838 630
	Simsmetal Holdings Pty Limited

	 	97 000 021 563
	Simsmetal Services Pty Limited

	 	76 000 166 987
	Sims Manufacturing Pty Limited

	 	13 004 332 870
	Sims Industrial Pty Limited

	 	95 000 090 479
	Sims Energy Pty Limited

	 	42 009 667 752
	Sims Group UK Limited

	 	UK 3242331
	Sims Group UK Holdings Limited

	 	UK 2904307
	Mirec BV

	 	Holland 17073024
	Sims Recycling Solutions AB

	 	Sweden






[*] Confidential Treatment Requested




 









 






	 	 	 
	Name of Company	 	ABN/ARBN
	Simsmetal Industries Limited

	 	New Zealand
	Sims M+R GmbH

	 	Germany
	Sims Group German Holdings GmbH

	 	Germany
	Sims Asia Holdings Limited

	 	Hong Kong
	Sims Group Recycling Solutions Canada Ltd

	 	Canada
	Sims Group Canada Holdings Limited

	 	Canada
	Sims Group USA Corporation

	 	Delaware
	Sims Group Global Trade Corporation

	 	Delaware
	North Carolina Resource Conservation, LLC

	 	North Carolina
	Sims Group USA Holdings Corporation

	 	Delaware
	SHN Co., LLC

	 	Delaware
	HNE Recycling LLC

	 	Delaware
	HNW Recycling LLC

	 	Delaware
	Schiabo Larovo Corporation

	 	Delaware
	Simsmetal East LLC

	 	Delaware
	Simsmetal West LLC

	 	Delaware
	Sims Recycling Solutions, Inc.

	 	Illinois
	Sims Group Recycling Solutions USA Corporation

	 	Delaware
	United Refining & Smelting Co.

	 	Illinois
	Metal Management, Inc.

	 	Delaware
	CIM Trucking, Inc.

	 	Illinois
	Metal Management Alabama, Inc.

	 	Delaware
	Metal Management Arizona, L.L.C.

	 	Arizona
	Metal Management Connecticut, Inc.

	 	Delaware






[*] Confidential Treatment Requested




 









 






	 	 	 
	Name of Company	 	ABN/ARBN
	Metal Management Indiana, Inc.

	 	Illinois
	Metal Management Memphis, L.L.C.

	 	Tennessee
	Metal Management Midwest, Inc.

	 	Illinois
	Metal Management Mississippi, Inc.

	 	Delaware
	Metal Management New Haven, Inc.

	 	Delaware
	Metal Management Northeast, Inc.

	 	New Jersey
	Metal Management Ohio, Inc.

	 	Ohio
	Metal Management Pittsburgh, Inc.

	 	Delaware
	Metal Management Proler Southwest, Inc.

	 	Delaware
	Metal Management S&A Holdings, Inc.

	 	Delaware
	Metal Management West Coast Holdings, Inc.

	 	Delaware
	Metal Management West, Inc.

	 	Colorado
	MM Metal Dynamics Holdings, Inc.

	 	Delaware
	Naporano Iron & Metal, Inc.

	 	Delaware
	New York Recycling Ventures, Inc.

	 	Delaware
	Proler Southwest GP, Inc.

	 	Delaware
	Proler Southwest LP

	 	Texas
	Reserve Iron & Metal Limited Partnership

	 	Delaware
	Metal Dynamics LLC

	 	Delaware
	Metal Dynamics Detroit LLC

	 	Delaware
	Metal Dynamics Indianapolis LLC

	 	Delaware
	Sims Municipal Recycling of New York LLC
	 	 






[*] Confidential Treatment Requested




 









 






Signed for Westpac Banking Corporation by its authorized officer




	 	 	 
	 

Associate Director

	 	 
	Industrials & Materials, Westpac Institutional Bank
	 	 
	Stephen Parsons
	 	 






Accepted and agreed for and on behalf of:

Sims Group Limited ABN 69 114 838 630




	 	 	 
	 

	 	 
	Director

	 	Secretary
	Name (please print)

	 	Name (please print)
	Date of acceptance:
	 	 





I/we confirm:



The Company is solvent. It is not prevented by Chapter 2E or any other provision of the
Corporations Act 2001 from entering into and performing the accepted agreement(s). I/We hold the
offices stated under our signatures. I/We am/are authorised to sign the accepted agreement(s).




Executed by

Schiabo Larovo Corporation

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






Executed by

Simsmetal East LLC

by its officer:




	 	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Simsmetal West LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Management Alabama, Inc
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Arizona, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Connecticut, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Management Memphis, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Midwest, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Mississippi, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Management Northeast, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Ohio, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management West, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Proler Southwest LP
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Dynamics Detroit LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Simsmetal Industries Limited
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims M+R GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Sims Group German Holdings GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Simsmetal Industries Limited
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims M+R GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Sims Group German Holdings GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Simsmetal Industries Limited
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims M+R GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Sims Group German Holdings GmbH
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)
	 
	 	 
	Executed by
	 	 
	Sims Asia Holdings Limited
	 	 
	by its officer:
	 	 
	 
	 	 
	 	 	 
	Signature of officer

	 	Signature of officer
	 
	 	 
	 	 	 
	Name of officer (please print)

	 	Name of officer (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims Group Recycling Solutions Canada 

Ltd
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Sims Group Canada Holdings Limited
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Sims Recycling Solutions, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims Group Recycling Solutions USA
	 	 
	Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	United Refining & Smelting Co.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	CIM Trucking, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Management Indiana, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management New Haven, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Pittsburgh, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Management Proler Southwest, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management S&A Holdings, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management West Coast Holdings, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	MM Metal Dynamics Holdings, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Naporano Iron & Metal, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	New York Recycling Ventures, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Proler Southwest GP, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Reserve Iron & Metal Limited Partnership
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Dynamics LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Metal Dynamics Indianapolis LLC
	 	 
	by its member: Metal Dynamics LLC
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Sims Municipal Recycling of New York LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested




 









 






	 	 	 
	Signed by
	 	 
	Sims Group Australia Holdings Limited
	 	 
	by a director and secretary:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Simsmetal Holdings Pty Limited
	 	 
	by a director and secretary:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Simsmetal Services Pty Limited
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Signed by
	 	 
	Sims Manufacturing Pty Limited
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Sims Industrial Pty Limited
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Sims Energy Pty Limited
	 	 
	by a director and secretary:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)







[*] Confidential Treatment Requested




 









 






	 	 	 
	Signed by
	 	 
	Sims Group UK Limited
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Sims Group UK Holdings Limited
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of secretary (please print)
	 
	 	 
	Signed by
	 	 
	Mirec BV
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested





 









 






	 	 	 
	Signed by
	 	 
	Sims Recycling Solutions AB
	 	 
	by a director and secretary/director:
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director (please print)

	 	Name of director/secretary (please print)






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims Group USA Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Sims Group Global Trade Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	North Carolina Resource Conservation, 

LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	Sims Group USA Holdings Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	SHN Co., LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	HNE Recycling LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 






	 	 	 
	Executed by
	 	 
	HNW Recycling LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 





[*] Confidential Treatment Requested