exv4w15






EXHIBIT 4.15



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.




DATED 29 OCTOBER 1991




SIMSMETAL FINANCE LIMITED




(A.C.N. 052 931 218)




AND




SIMSMETAL USA CORPORATION




AND




COMMONWEALTH BANK OF AUSTRALIA




(A.C.N. 123 123 124)




 





FACILITY AGREEMENT




 





L.E. TAYLOR

Solicitor

10th floor

Bank House

309 George Street

SYDNEY NSW 2000




Telephone: 227-4712

(Reference: IRC)




DX 1440 SYDNEY




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FACILITY AGREEMENT




THIS AGREEMENT is made on the 29th day of October 1991




BETWEEN



SIMSMETAL FINANCE LIMITED (A.C.N. 052 931 218) a company incorporated in the Australian Capital
Territory and having its principal office at Level 6, 41 MacLaren Street, North Sydney, New South
Wales and SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America
and having its registered office at 600 South 4th Street, Richmond, California, USA
(individually and collectively “the Borrower”) of the one part




AND



COMMONWEALTH BANK OF AUSTRALIA (A.C.N. 123 123 124) a company incorporated in the Australian
Capital Territory and having its principal office at 48 Martin Place, Sydney, NSW (“the Bank”) of
the other part




WHEREAS:-



The Bank has agreed to provide the Borrower with Accommodation not exceeding the Accommodation
Limit to be provided, subject to the terms and conditions hereinafter contained, at the option of
the Borrower, by any one or more Facilities.



NOW THIS AGREEMENT WITNESSES and it is hereby agreed as follows:-





	1.01	 	DEFINITIONS
	 
	 	 	In this Agreement and the recital hereto the following words and expressions unless
otherwise specified or unless the subject or the context otherwise requires have the
following meanings:-





	 	 	 	 	 
	“Accommodation”

	 	-
	 	any accommodation provided by the Bank
hereunder pursuant to a Facility;
	 
	 	 	 	 
	“Accommodation Date”

	 	-
	 	any date on which Accommodation is or is to be
provided or on which any such Accommodation is
or is to be rolled over or renewed;
	 
	 	 	 	 
	“Accommodation Limit”

	 	-
	 	the amount specified in Part 1 of the Schedule
reduced by the aggregate portions of the
Accommodation Limit cancelled pursuant to Clause
4.02 from time to time and by any repayments
made pursuant to Clause 7 of the Amortising USD
Term Loan Facility;






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	“Accommodation
Particulars”

	 	-
	 	in respect of a particular Facility, the
meaning ascribed to that term in the Appendix
referable to that Facility;
	 
	 	 	 	 
	“Appendix”

	 	-
	 	in respect of a particular Facility, the
Appendix hereto bearing the name of that
Facility;
	 
	 	 	 	 
	“Australian City”

	 	-
	 	in respect of a particular Facility, the city
set opposite the name of that Facility in Column
2 of Part 3 of the Schedule or such other city
as the Bank may designate from time to time;
	 
	 	 	 	 
	“Australian Dollars” and
“AUD”

	 	-
	 	the lawful currency for the time being of the
Commonwealth of Australia;
	 
	 	 	 	 
	“Availability Period”

	 	-
	 	in respect of a particular Facility, but
subject to Clause 5.02, the period from the date
hereof up to and including the date specified
with respect to that Facility in Part 2 of the
Schedule hereto or any later date as may be
agreed;
	 
	 	 	 	 
	“Borrower”

	 	-
	 	each of Simsmetal Finance Limited and
Simsmetal USA Corporation and each or any of
them their or any of their successors or
assigns;
	 
	 	 	 	 
	“Business Day”

	 	-
	 	a day:-
	 
	 	 	 	 
	 

	 	 	 	(a)  where a payment in AUD is required to be
made or a payment in a currency other than AUD
is required to be made in Australia, on which
the Bank is open for the transaction of the
business contemplated by this Agreement in the
relevant Australian City and any place where
payment is required under this Agreement;

	 
	 	 	 	 
	 

	 	 	 	(b)  where a payment in USD is required to be
made outside Australia, on which the relevant
Overseas City financial markets are open for the
transaction of the business contemplated by this
Agreement and on which banks are open for
business in New York City and Los Angeles;

	 
	 	 	 	 
	 

	 	 	 	(c)  where a payment in a currency other than AUD
or USD is required to be made outside Australia,
on which banks are open for business in the
place (as designated by









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	 	 	 	the Bank) for such
payment in the country of such currency; and

	 
	 	 	 	 
	 

	 	 	 	(d)   in all other cases, on which the Bank is
open for business in the relevant Australian
City;

	 
	 	 	 	 
	“Drawing”

	 	-
	 	in respect of a particular Facility, the
meaning ascribed to that term in the Appendix
referable to that Facility;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of a particular Facility, the
meaning ascribed to that term in the Appendix
referable to that Facility;
	 
	 	 	 	 
	“Drawdown Notice”

	 	-
	 	a notice given pursuant to Clause 2.01;
	 
	 	 	 	 
	“Event of Default”

	 	-
	 	any of the events specified in Clause 10.01;
	 
	 	 	 	 
	“Existing
Accommodation”

	 	-
	 	in respect of a particular Facility, the
meaning ascribed to that term in the Appendix
referable to that Facility;
	 
	 	 	 	 
	“Facility”

	 	-
	 	any facility specified in column 1 of Part 3
of the Schedule hereto;
	 
	 	 	 	 
	“Facility Accommodation
Limit”

	 	-
	 	in respect of a particular Facility and a
particular period, the amount set opposite that
period in Column 2 of Part 4 of the Schedule
hereto with respect to that particular Facility
reduced as appropriate from time to time in
accordance with Clause 4.02;
	 
	 	 	 	 
	“Governmental Agency”

	 	-
	 	any government or any governmental,
semi-governmental or judicial entity or
authority;
	 
	 	 	 	 
	“Master Agreement”

	 	-
	 	this Agreement excluding each Appendix;
	 
	 	 	 	 
	“Negative Pledge
Agreement”

	 	-
	 	the agreement between Simsmetal Limited, the
companies named in Schedule 1 of the Negative
Pledge Agreement and the Bank
dated ;
	 
	 	 	 	 
	“Outstanding
Accommodation”

	 	-
	 	in respect of a particular Facility, the
meaning ascribed to that term in Clause 4 of the
Appendix referable to that Facility;
	 
	 	 	 	 
	“Overseas City”

	 	-
	 	in respect of a particular Facility, the city
set opposite the name of that Facility in Column
3 of





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	 	 	 	Part 3 of the Schedule or such other city
as the Bank may designate from time to time;
	 
	 	 	 	 
	“Reference Rate”

	 	-
	 	the rate notified by the Bank to the Borrower
from time to time as being the Bank’s reference
rate for AUD denominated loans available on a
selective basis to prime commercial customers as
published from time to time or, if there is no
such rate, the rate notified by the Bank to the
Borrower as being the rate applied by the Bank
in respect of AUD denominated overdraft
accommodation in excess of AUD 100,000 made
available by it on a selective basis to prime
commercial customers;
	 
	 	 	 	 
	“Tax”

	 	-
	 	includes any tax, levy, impost, deduction,
charge, rate, duty, compulsory loan or
withholding which is levied or imposed by a
Governmental Agency in Australia, including
(without limitation) any withholding, income,
stamp or transaction tax, duty or charge
together with any interest, penalty, charge, fee
or other amount imposed or made on or in respect
of any of the foregoing but excludes any tax on
the overall net income of the Bank;
	 
	 	 	 	 
	“United States Dollars”
and “USD”

	 	-
	 	the lawful currency for the time being of the
United States of America; and
	 
	 	 	 	 
	“US Reference Rate”

	 	-
	 	the rate notified by the Bank to the Borrower
from time to time as being the Bank’s lending
rate for USD denominated loans available on a
selective basis to prime or, if there is no such
rate, the rate notified by the Bank to the
Borrower as being the rate applied by the Bank
in respect of USD denominated overdraft
accommodation in excess of USD100,000 made
available by it on a selective basis to prime
commercial customers.







	1.02	 	INTERPRETATION
	 
	 	 	In interpreting this Agreement:-






	 	(a)	 	any reference to “this Agreement” or “the Agreement” shall include, where the
context permits, a reference to the Schedule hereto and each Appendix;
	 
	 	(b)	 	words importing a singular number shall include the plural and vice versa;
	 
	 	(c)	 	words importing any gender shall include every other gender;






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	 	(d)	 	references to any Act of Parliament or to any section or provision thereof or
to any regulations made thereunder shall be read as if the words “or any statutory
amendment, consolidation or replacement thereof” were added to such references;
	 
	 	(e)	 	headings are for convenience only and shall not affect interpretation;
	 
	 	(f)	 	references to Paragraphs Sub-clauses and Clauses are references to Paragraphs
Sub-clauses and Clauses of this Agreement as varied or replaced from time to time
except where the reference is to a Paragraph Sub-clause or Clause of a particular
Appendix where such reference shall be deemed to be a reference to the Paragraph
Sub-Clause or Clause of that particular Appendix as replaced from time to time;
	 
	 	(g)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(h)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(i)	 	references herein to any agreement, licence or other instrument shall be deemed
to mean such agreement, licence or other instrument as varied or replaced from time to
time; and
	 
	 	(j)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it shall unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day.
	 
	 	(k)	 	terms not defined in this Agreement or any Appendix hereto which are defined in
the Negative Pledge Agreement shall have the same meaning herein.
	 
	 	(l)	 	the respective covenants and agreements on the part of the Borrower herein
contained or implied shall bind them and every two or more of them jointly and each of
them severally.






	2.	 	DRAWDOWN NOTICES
	 
	2.01	 	Subject to the terms and conditions contained herein and in the Appendix of each Facility
which the Borrower wishes to utilise, at any time and from time to time during the
Availability Period of a particular Facility or Facilities, the Borrower may give notice to
the Bank that it requires Accommodation to be provided by the Bank under such Facility or
Facilities. Such notices shall:-






	 	(a)	 	subject to any provision to the contrary in the Appendix of a Facility which
the Borrower wishes to utilise on the proposed Accommodation Date, be given not later
than three Business Days before a proposed Accommodation Date or such shorter period as
may be agreed;





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	 	(b)	 	specify the proposed Accommodation Date;
	 
	 	(c)	 	specify the proposed form of Accommodation being by way of any one or more
Facilities;
	 
	 	(d)	 	specify the Accommodation Particulars required in respect of each Facility
which the Borrower wishes to utilise on such Accommodation Date;
	 
	 	(e)	 	specify, when relevant, the bank account or accounts to which payment is to be
made;
	 
	 	(f)	 	be effective on receipt by the Bank and once given shall be irrevocable; and
	 
	 	(g)	 	subject to any provision to the contrary in the Appendix of a Facility which
the Borrower wishes to utilise on the proposed Accommodation Date, be in writing.






	2.02	(a)	 	The Bank shall not be obliged to provide Accommodation on a particular Accommodation Date
if immediately after the provision of such Accommodation the aggregate of the Outstanding
Accommodation of all Facilities would exceed the Accommodation Limit.






	 	(b)	 	The Bank shall not be obliged to provide any Accommodation on a particular
Accommodation Date under a particular Facility if immediately after the provision of
such Accommodation the Outstanding Accommodation of that Facility would exceed the
Facility Accommodation Limit of that particular Facility.
	 
	 	(c)	 	The Borrower shall ensure that at all times during the Availability Period:-






	 	(i)	 	the aggregate of the Outstanding Accommodation of all
Facilities shall not exceed the Accommodation Limit; and
	 
	 	(ii)	 	the Outstanding Accommodation of each Facility shall not exceed
the Facility Accommodation Limit of each particular Facility.






	2.03	 	The Bank shall not be obliged to provide any Accommodation requested in a particular Drawdown
Notice:-






	 	(a)	 	if an Event of Default or an event which with the lapsing of time or the giving
of notice would become an Event of Default has occurred;
	 
	 	(b)	 	unless all necessary approvals (and in particular but without limiting the
generality thereof the approval in writing of the Reserve Bank of Australia or such
other relevant authority the approval of which may from time to time be required by
law), consents, licences, exemptions and filings shall have been obtained or done and
certified copies thereof provided to the Bank.





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	2.04	 	The obligations of the Bank hereunder are subject to the satisfaction by the Borrower of the
conditions precedent set out in Part 6 of the Schedule hereto, prior to the receipt by the
Bank of the first Drawdown Notice.






	3.	 	ACCOMMODATION
	 
	3.01	 	Upon receipt of a Drawdown Notice and subject to the terms and conditions of this Agreement
the Bank shall be obliged to provide the Accommodation requested in accordance with the terms
and conditions of the Master Agreement and of the Appendix referable to the Facility pursuant
to which a Drawing is requested.
	 
	3.02	 	The Borrower acknowledges that whilst all notices to be given by the Borrower to the Bank
pursuant to this Agreement must be given to the branch of the Bank nominated as such in Part 7
of the Schedule, each of the Facilities to be made available by the Bank hereunder shall be
made available through the main branch of the Bank in the Australian City or overseas City
applicable to such Facility (or such other branch of the Bank as the Bank may from time to
time notify to the Borrower) and that the obligation to provide a particular Facility to the
Borrower is an obligation of the relevant Australian City branch or Overseas City branch of
the Bank only.






	4.	 	FEES AND CANCELLATION
	 
	4.01	 	Accommodation Fee
	 
	 	 	The Borrower shall pay to the Bank the Accommodation Fees specified in Part 5 of the
Schedule hereto. The Accommodation Fees shall be calculated in the manner and paid at the
times set out in Part 5 of the Schedule.
	 
	4.02	 	Cancellation
	 
	 	 	The Borrower, upon giving written notice to the Bank, may cancel any portion of the
Accommodation Limit with respect to any Facility or Facilities nominated by the Borrower
PROVIDED THAT any such cancellation must be an integral multiple of AUD500,000, or, where
the Accommodation Limit is expressed in USD, USD500,000 AND PROVIDED FURTHER THAT the
Accommodation Limit may not be reduced below an amount equal to the aggregate of the
Outstanding Accommodation of all Facilities on the date on which the cancellation is to take
AND PROVIDED FURTHER THAT any Facility Accommodation Limit may not be reduced below an
amount equal to the Outstanding Accommodation of that Facility on the date on which the
cancellation is to take place.
	 
	5.	 	ACCOUNTS AND ANNUAL REVIEW
	 
	5.01	 	Accounts
	 
	 	 	The Borrower shall from and after the date hereof and so long as any Accommodation is
outstanding hereunder or the Availability Period of any of the Facilities is continuing
deliver to the Bank as soon as practicable (and in any event not later than three months)





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	 	 	after the close of each financial year of the Borrower the audited balance sheet and profit
and loss account of the Borrower which shall have been audited by a registered company
auditor and prepared in accordance with generally accepted accounting practices and
principles consistently applied in Australia except as may be noted therein.






	5.02	 	Annual Review
	 
	 	 	The agreement by the Bank to provide Accommodation to the Borrower hereunder shall be the
subject of annual review by the Bank in each year of the Availability Period, the first such
review to take place in November 1992 (other than with respect to the Amortising USD Term
Loan Facility). The Bank may, not later than 31 December in each year during the
Availability Period, give notice to the Borrower that:-






	 	(a)	 	the terms upon which the Bank will provide Accommodation hereunder are varied
as set out in the notice whereupon the terms shall be varied accordingly with effect
from the date of such notice; or
	 
	 	(b)	 	the obligation for the Bank to provide further Accommodation hereunder shall be
determined. If a notice under this paragraph (b) is given to the Borrower the
obligation of the Bank to make further Accommodation to the Borrower shall be
determined on the date (the “Expiration Date”) being two months from the date of such
notice. On the Expiration Date the Borrower shall repay the aggregate Outstanding
Accommodation together with all sums then owing or payable (contingently or otherwise)
to the Bank.






	6.	 	PAYMENTS
	 
	6.01	 	Subject to any provision to the contrary in the Appendix of the Facility in respect of which
a payment is to be made, all payments to be made by the Borrower hereunder:-






	 	(a)	 	in AUD, shall be made to the Bank not later than 10.00 a.m. (in the relevant
Australian City) on the due date to the account of the Bank at its main branch in the
relevant Australian City (or to such other branch of the Bank in the relevant
Australian City as the Bank may notify to the Borrower from time to time);
	 
	 	(b)	 	in USD, shall be made to the Bank not later than 10.00 a.m. (in the relevant
overseas city) on the due date in immediately available funds to the account of the
Bank designated by the Bank; and
	 
	 	(c)	 	in any other currency, shall be made to the Bank not later than 10.00 a.m.
(local time in the place-for payment) on the due date in lawful money of the country of
that currency and in immediately available funds which are freely transferable and
convertible into United States Dollars to the Bank’s account with such bank in such
place in the country of that currency as shall be designated by the Bank.






	6.02	 	Whenever any payment hereunder shall become due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and interest shall be
adjusted accordingly at the rate payable on such due date.





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	7.	 	TAXES
	 
	7.01	 	If the Borrower is compelled by law to make a deduction from a payment on account of any Tax
so that the Bank does not actually receive for its own benefit on the due date the full amount
provided for under this Agreement then:-






	 	(a)	 	the amount payable will be increased so that, after making the deduction and
deductions applicable to additional amounts payable under this Clause 7.01, the Bank
receives the amount it would have received if no deduction had been made;
	 
	 	(b)	 	the Borrower shall make the deduction;
	 
	 	(c)	 	the Borrower shall pay the full amount deducted to the relevant taxing or other
authority in accordance with applicable law and provide evidence to the Bank that the
deduction has been made; and
	 
	 	(d)	 	as soon as practicable after the receipt of a payment of any amount pursuant to
paragraph (a) above, the Bank will apply to the relevant taxing authority for, and will
take all reasonable steps to obtain, any refund or credit to which it may be entitled
in respect of the amount deducted. If any such refund shall be received or due payment
of, tax reduced by reason of such credit,” the Bank must as soon as practicable notify
the Borrower and pay to the Borrower in such manner as the Borrower shall direct an
amount equal to the refund received or credit allowed.






	7.02	 	If by the terms of Section 261 of the Income Tax Assessment Act, 1936 (Commonwealth) any
agreement by the Borrower pursuant to Clause 7.01 would, but for the provisions of this Clause
7.02 be void, a failure by the Borrower to comply with the terms of Clause 7.01 shall not
constitute a breach of this Agreement.
	 
	 	 	If, in such case, the Borrower fails to comply with the provisions of Clause 7.01, then
notwithstanding:-






	 	(a)	 	that such failure does not constitute a breach of this Agreement;
	 
	 	(b)	 	that such failure does not constitute an Event of Default; and
	 
	 	(c)	 	anything else in this Agreement,






	 	 	the Bank may by written notice to the Borrower:-






	 	(i)	 	cancel any further obligation of the Bank to provide or
participate in the provision of Accommodation pursuant to this Agreement;
and/or
	 
	 	(ii)	 	declare all moneys owing under this Agreement (whether actually
or contingently) to be immediately due and payable, whereupon the Borrower
shall immediately pay to the Bank:-






	 	(A)	 	such moneys together with accrued interest;





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	 	(B)	 	an amount equal to the aggregate face value of
all Bills which have been accepted by the Bank and which either have
not matured by or mature on the date of that notice.






	 	 	The provisions of Clause 10.03 shall apply with respect to any amounts paid in accordance
with sub-paragraph (B) of Clause 7.02(ii)(B).






	8.	 	INCREASES IN COST
	 
	 	 	If any change in law or in its interpretation or administration and/or compliance by the
Bank with any order, directive or guideline (whether or not having the force of law and
whether or not issued prior to the date hereof) from any applicable fiscal, monetary or
other authority compliance with which is in accordance with the practice of responsible
banks shall:-






	 	(a)	 	impose, modify or deem applicable any reserve, capital adequacy, liquidity
adequacy, special deposit or revenue requirements against assets held by or deposits in
or for the account of or advances or loans by the Bank;
	 
	 	(b)	 	change the basis of taxation, of payments to the Bank of principal or interest
on any Accommodation (other than in respect of income tax on the overall income of the
Bank);
	 
	 	(c)	 	oblige the Bank to pay or make any deduction in respect of any tax, duty or
other impost of any kind whatsoever referable in any way to the funds raised or
utilised by the Bank for the purposes of any Accommodation or the payment or repayment
by the Bank of such funds; or
	 
	 	(d)	 	otherwise result in an increase to the Bank of the cost of providing or
maintaining any Accommodation or in the effective return to the Bank (including return
on the Bank’s capital) under this Agreement being reduced by an amount which the Bank
deems to be material THEN the Borrower shall pay to the Bank on demand such additional
amount as is necessary to compensate the Bank for the increased costs to the Bank of
providing or maintaining any Accommodation or the reduction in the effective return to
the Bank (including return on the Bank’s capital) under this Agreement caused by any
such change and/or compliance PROVIDED HOWEVER that the Borrower may, upon becoming
aware of the foregoing, revoke any outstanding Drawdown Notices with a view to
minimising the impact of any charges imposed pursuant to this Clause 8 by notifying the
Bank to that effect on or before 4.00 p.m. (in the relevant Australian City) on the
date which is three Business Days prior to the relevant Accommodation Date (or by such
later time as may be agreed).





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	9.	 	REPRESENTATIONS AND WARRANTIES
	 
	9.01	 	Various Representations and Warranties
	 
	 	 	The Borrower by its execution hereof herein makes the representations and warranties for the
benefit of the Bank made by it under Clause 5.1 of the Negative Pledge Agreement.
	 
	9.02	 	Survival and Repetition of Representations and Warranties
	 
	 	 	The representations and warranties in Clause 9.01 shall survive the execution of this
Agreement and the making available of the Accommodation and shall be deemed to have been
given on the first Accommodation Date and shall also be deemed to have been made and
repeated on each subsequent Accommodation Date.
	 
	10.	 	DEFAULT
	 
	10.01	 	The occurrence of an Event of Default (as defined in the Negative Pledge Agreement) under
the Negative Pledge Agreement shall constitute an Event of Default under this Agreement and on
the occurrence of such an Event of Default, and at any time thereafter, the Bank may, by
written notice to the Borrower:






	 	(i)	 	declare that any obligation of the Bank to provide any further Accommodation
(whether by way of fresh Drawings or replacement of existing Drawings) is cancelled
forthwith whereupon the same shall be so cancelled forthwith; and/or
	 
	 	(ii)	 	declare the aggregate Existing Accommodation then existing together with all
other sums owing or payable (contingently or otherwise) to the Bank hereunder to be
immediately due and payable whereupon the same shall be immediately due and payable.






	 	 	Any notice given by the Bank pursuant to paragraphs (i) or (ii) of Clause 10.01 shall be of
no effect if:-






	 	(a)	 	it is given because of the occurrence of an event of default specified in
paragraphs (b), (c), (d), (i), (j), (k), (n) (to the extent that it is analogous to any
matter referred to in the preceding paragraphs), (o) or (r) of Clause 7.1 of the
Negative Pledge Agreement; and
	 
	 	(b)	 	within two business days of the notice the Borrower 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.






	10.02	 	If the Borrower fails to pay any amount payable by it under this Agreement on the due date
therefor, the Borrower shall on demand by the Bank from time to time pay interest





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	 	 	on such overdue amount from the due date up to the date of actual payment, as well after as
before judgment, compounded quarterly:-






	 	(a)	 	where the overdue amount is payable under or in respect of a particular
Facility, at the Applicable Rate referable to such Facility; and
	 
	 	(b)	 	in any other case, at the rate determined by the Bank to be
[ * ]
per annum above the Bank’s Reference Rate.






	10.03	 	The Bank shall be deemed to have received any amounts described in paragraph (ii) of Clause
10.01 paid to it in accordance with that clause pending maturity of any outstanding Bill on
terms that such amounts shall be credited to an account in the name of the Borrower
established by the Bank and that the same shall bear interest at the rate from time to time
payable by the Bank to its customers for a similar term and amount until each Bill is
presented for payment or until all Bills have matured. On the Maturity Date of a Bill the
Bank must apply the money so held by it towards paying the holder of that Bill. On the
satisfaction of all obligations (contingent or otherwise) of the Bank under all Bills the Bank
must repay to the Borrower the amount which the Bank certifies to be the amount remaining out
of the amount so paid (including interest accrued thereon) after satisfaction of all those
obligations and any other obligations of the Borrower under this Agreement.






	11.	 	AGREEMENT
	 
	 	 	Until all moneys due hereunder shall have been duly paid in full the Borrower hereby
undertakes and agrees to and with the Bank that the Borrower will:-






	 	(a)	 	immediately upon becoming aware thereof notify the Bank of the occurrence of an
Event of Default or of any event which with the lapse of time or the giving of notice
or both would or might constitute an Event of Default; and
	 
	 	(b)	 	perform and observe the additional agreements, if any, set out in Part 6 of the
Schedule hereto;.






	12.	 	STAMP DUTIES & EXPENSES






	 	(a)	 	The Borrower agrees to pay and to indemnify the Bank against all stamp duties,
registration fees, taxes and other duties or charges imposed by governmental
authorities (and any and all liabilities with respect to or resulting from delay or
omission to pay such taxes, duties, fees or charges) which may be payable or determined
to be payable by the Borrower or the Bank in connection with the execution, delivery,
performance of obligations under or enforcement of this Agreement or on or in respect
of any transaction or payment contemplated hereby or in respect of moneys received or
deemed to be received by the Bank pursuant to this Agreement or the transactions
contemplated hereby except to the extent to which any such payment or indemnity is
specifically forbidden by the law of the place where such duties, fees, taxes or
charges are payable.





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	 	(b)	 	The Borrower shall pay to the Bank on demand:-






	 	(i)	 	all legal costs (including inhouse legal costs) and
out-of-pocket expenses incurred by the Bank in connection with the negotiation,
preparation and execution of this Agreement; and
	 
	 	(ii)	 	all costs, charges and expenses (including inhouse legal costs
as between solicitor and client) incurred in the enforcement by the Bank of
this Agreement.






	13.	 	WAIVER
	 
	 	 	No failure to exercise and no delay in exercising on the part of the Bank any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise thereof, or
the exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by law.
	 
	14.	 	CURRENCY INDEMNITY
	 
	14.01	 	If a judgment or order is rendered by any court or tribunal for the payment of any amounts
owing to the Bank under this Agreement or for the payment of damages in respect of any breach
of this Agreement or under or in respect of a judgment or order of another court or tribunal
for the payment of such amounts or damages, such judgment or order being expressed in a
currency (“the Judgment Currency”) other than the currency payable hereunder (“the Agreed
Currency”), the Borrower shall indemnify and hold harmless and keep indemnified the Bank
against any deficiency in terms of the Agreed Currency in the amounts received by the Bank
arising or resulting from any variation as between:-






	 	(i)	 	the rate of exchange at which the Agreed Currency is converted into the
Judgment Currency for the purposes of such judgment or order; and
	 
	 	(ii)	 	the rate of exchange at which the Bank is able to purchase the Agreed Currency
with the amount of the Judgment Currency actually received and at the time of its
receipt by the Bank.






	14.02	 	The term “rate of exchange” shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant currency. The Bank agrees
to use reasonable endeavours to obtain the most favourable rate of exchange to minimise the
cost to the Borrower.
	 
	15.	 	NOTICES
	 
	15.01	 	Save as otherwise provided herein each notice, request, demand or other communication to be
given or made hereunder shall be given in writing addressed to such address as may be notified
from time to time by the recipient to the sender.





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	15.02	 	Any notice, request, demand or other communication to be given or made shall be deemed to
have been delivered:-






	 	(i)	 	if by post, 72 hours after having been posted as ordinary mail in an envelope
addressed as aforesaid; or
	 
	 	(ii)	 	if by messenger, at the time of delivery to the relevant address; or
	 
	 	(iii)	 	if by telex, when despatched provided the “answerback” code of the recipient
has been received at the end of the transmission; or
	 
	 	(iv)	 	if by facsimile, on the production by the despatching facsimile machine of a
transmission control report showing the relevant number of pages comprising the
relevant document to have been sent to the correct facsimile number and the result of
the transmission as “OK”,






	 	 	but if such delivery or receipt is later than 4.00 pm (local time) on a day on which
business is generally carried on in the place to which such communication is sent, it shall
be deemed to have been duly given or made at the commencement of business on the next such
day in that place.






	15.03	 	Any notice, request, demand or other communication to be given or made shall be deemed to
have been duly authorised by the Bank if signed by an authorised officer of the Bank.
	 
	15.04	 	Simsmetal USA Corporation irrevocably nominates Sims at its last known principal place of
business in New South Wales as its agent to receive service of process in any legal action or
proceedings relating to this Agreement in the courts of New South Wales. If Sims ceases to
have an office in New South Wales Sims Finance Limited will ensure that there will at all
times be another person in New South Wales acceptable to the Bank to receive process on behalf
of Sims USA Corporation.
	 
	16.	 	GENERAL
	 
	16.01	 	Each indemnity of the Borrower set out in this Agreement is and shall constitute a separate
and independent obligation of the Borrower and applies and shall apply notwithstanding any
indulgence granted to the Borrower from time to time and shall survive the termination of this
Agreement.






	16.02 	(a)	 	If there is any change in any law or any Government directive which makes any provision
of this Agreement unlawful and such provision is not able to be severed pursuant to Clause
16.02(b), then all liability of the Bank to provide any further Accommodation (whether by way
of fresh Drawings or replacement of existing Drawings) shall cease immediately and, within
sixty days of the Bank serving written demand on the Borrower, the Borrower shall pay to the
Bank the aggregate Existing Accommodation then existing together with all other sums owing or
payable (contingently or otherwise) to the Bank hereunder.





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NOTICE



With reference to Clause 15.01 of the Facility Agreement made on or around the date hereof between
Simsmetal Finance Limited, Simsmetal USA Corporation and Commonwealth Bank of Australia the parties
thereto hereby mutually notify each other that each notice, request, demand or other communication
to be given or made under the said Facility Agreement shall be addressed:-





	(a)	 	in the case of Simsmetal Finance Limited, to Simsmetal Finance Limited at Level 6, 41 McLaren
Street, North Sydney, Fax: (02) 954-9680;
	 
	(b)	 	in the case of Simsmetal USA Corporation, to Simsmetal USA Corporation, C/- Simsmetal
Limited, Level 6, 41 McLaren Street, North Sydney, Fax: (02) 954-9680;
	 
	(c)	 	in the case of Commonwealth Bank of Australia, to Simsmetal Limited Account Relationship
Executive, Commonwealth Bank of Australia, Level 4, 48 Martin Place, Sydney, Fax: (02)
227-5081





DATED: this       day of            1991




	 	 	 
	SIGNED for and on behalf of

	 	 
	SIMSMETAL FINANCE LIMITED A.C.N. 052 931 218,
	 	 
	by:
	 	 
	 
	 	 
	 	 	 

	Signature
	 	 
	 
	 	 
	SIGNED for and on behalf of
	 	 
	SIMSMETAL USA CORPORATION
	 	 
	by:
	 	 
	 
	 	 
	 	 	 

	Signature
	 	 






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	SIGNED for and on behalf of
	 	 
	COMMONWEALTH BANK OF AUSTRALIA
	 	 
	by:
	 	 
	 
	 	 
	 	 	 

	Signature
	 	 






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	 	(b)	 	If it is held by a Court of competent jurisdiction that:-






	 	(i)	 	any part of this Agreement is void voidable unlawful or
unenforceable; or
	 
	 	(ii)	 	this Agreement would be void voidable unlawful or unenforceable
unless any part of this Agreement were severed from this Agreement,






	 	 	 	then that part shall be severed from and shall not affect the continued operation of
the rest of this Agreement and shall be deemed to be replaced forthwith with a
provision or provisions which are not void, voidable, unlawful or unenforceable and
which so far as is possible achieves the same economic or other benefit or
protection for the Bank as the severed part was intended to achieve.






	16.03	 	Where a payment by the Borrower pursuant to any provision of this Agreement (including but
without limitation pursuant to Clauses 7.01(d) or 10.01(ii) of the Master Agreement or
pursuant to any provision under this Agreement allowing for a voluntary early payment (except
in the case of a payment made pursuant to a notice issued by the Bank under Clause 5.02) by
the Borrower or pursuant to any demand by the Bank or, if applicable, pursuant to Clause 5.06
of the Foreign Currency Facility Appendix) results in the repayment or satisfaction by
indemnity of any Accommodation on a date which is earlier than the date upon which such
Accommodation would otherwise be due to be repaid or satisfied by indemnity hereunder the
Borrower shall on demand pay to the Bank such additional amounts as may be necessary to
compensate the Bank for the cost of re-employment of the funds prepaid at rates lower than the
cost to the Bank of such funds PROVIDED THAT the Bank shall use its best efforts to minimise
such cost. Any notice by the Bank under this clause shall, in the absence of manifest error,
be conclusive evidence as to the existence of and amount of the costs referred to therein.
	 
	16.04	 	This Agreement shall be binding upon and inure to the benefit of the Borrower, the Bank and
their respective successors and permitted assigns. Notwithstanding the foregoing the Borrower
shall not assign all or any part of its rights hereunder without the prior written consent of
the Bank.
	 
	16.05	 	Except to the extent otherwise expressly specified herein, this Agreement shall be governed
by and construed in accordance with the law of the State or Territory in which the address of
the Bank set out in Part 7 of the Schedule is located and the parties agree to submit to the
non-exclusive jurisdiction of the Courts of such State or Territory.
	 
	16.06	 	Each of the Attorneys executing this Agreement hereby respectively acknowledges that he has
at the time of his execution of this Agreement no notice of the revocation of the power of
attorney under the authority of which he executes this Agreement.
	 
	16.07	 	This Agreement may be executed in any number of counterparts all of those counterparts taken
together shall be deemed to constitute one and the same instrument.




THE PARTIES HERETO have caused this Agreement to be duly executed on the date first written above.



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SCHEDULE





PART 1 Accommodation Limit –




     AUD60,000,000



PART 2 Availability Period –




	 	 	 	 	 	 	 
	(a)	 	Amortising USD Term Loan Facility
	 	31 October 1996
	(b)	 	AUD Overdraft Facility
	 	31 October 1996
	(c)	 	Bills Discount/Acceptance/Indorsement Facility
	 	31 October 1996
	(d)	 	Foreign Currency Advance Facility
	 	31 October 1996
	(e)	 	Documentary Credit/Guarantee
	 	31 October 1996
	(f)	 	Standard Letter of Credit Facility
	 	31 October 1996
	(g)	 	Foreign Bills Negotiated Facility
	 	31 October 1996
	(h)	 	USD Overdraft Facility
	 	31 October 1996
	(i)	 	USD Revolving Advance Facility
	 	31 October 1996






PART 3 Facilities, Overseas Cities and Australian Cities –




	 	 	 	 	 	 	 
	 	 	COLUMN 1	 	COLUMN 2	 	COLUMN 3
	 	 	FACILITIES	 	AUSTRALIAN CITIES	 	OVERSEAS CITIES
	(a)

	 	Amortising USD Term Loan

Facility
	 	Sydney
	 	Los Angeles
	 
	 	 	 	 	 	 
	(b)

	 	AUD Overdraft Facility
	 	Sydney	 	 
	 
	 	 	 	 	 	 
	(c)

	 	Bills Discount/Acceptance/Indorsement

Facility
	 	Sydney	 	 
	 
	 	 	 	 	 	 
	(d)

	 	Foreign Currency Advance

Facility
	 	Sydney
	 	Los Angeles/New York
	 
	 	 	 	 	 	 
	(e)

	 	Documentary Credit/Guarantee
	 	Sydney
	 	Los Angeles/New York






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	 	 	COLUMN 1	 	COLUMN 2	 	COLUMN 3
	 	 	FACILITIES	 	AUSTRALIAN CITIES	 	OVERSEAS CITIES
	(f)

	 	Standby Letter of Credit
Facility
	 	Sydney	 	 
	 
	 	 	 	 	 	 
	(g)

	 	Foreign Bills Negotiated
Facility
	 	Sydney
	 	Los Angeles/New York
	 
	 	 	 	 	 	 
	(h)

	 	USD Overdraft Facility
	 	Sydney
	 	Los Angeles/New York
	 
	 	 	 	 	 	 
	(i)

	 	USD Revolving Advance Facility
	 	Sydney
	 	Los Angeles/New York







PART 4 Facility Accommodation Limits -




	 	 	 	 	 
	 	 	COLUMN 1	 	COLUMN 2
	 	 	FACILITIES	 	AUSTRALIAN LIMIT
	 
	 	 	 	 
	(a)

	 	Amortising USD Term Loan Facility
	 	The AUD Equivalent of the Advance (as those terms are defined in
the Amortising USD Term Loan Facility Appendix)
	 
	 	 	 	 
	(b)

	 	AUD Overdraft Facility
	 	AUD1,000,000
	 
	 	 	 	 
	(c)

	 	Bills Discount/Acceptance / Indorsement Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(d)

	 	Foreign Currency Advance Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(e)

	 	Documentary Credit / Guarantee Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(f)

	 	Standby Letter of Credit Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(g)

	 	Foreign Bills Negotiated Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(h)

	 	USD Overdraft Facility
	 	Balance of Accommodation
	 
	 	 	 	 
	(i)

	 	USD Revolving Advance Facility
	 	Balance of Accommodation






PART 5 Fees and Margins -





	 	(a)	 	LINE FEE -
	 
	 	 	 	The Borrower shall pay to the Bank quarterly from and including the date of this
Agreement, Line Fees under Facilities numbered (b) to (i) in Parts 2, 3 and 4 of the
Schedule as follows: -






	 	(i)	 	in advance on the date hereof and on the first day of each such
subsequent quarter commencing during the Availability Period a Line
Fee calculated quarterly at [*]  per annum of [
* ](as reduced by
the amount of any cancellation under Clause 4 in respect of Facilities numbered
(b) to (i) in Part 2, 3 and 4 of the Schedule) as at such date; and
	 
	 	(ii)	 	where the final quarterly period for the purposes of this Part
5(a) would extend beyond the Availability Period, the relevant calculation
period shall





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	 	 	 	be the unexpired portion of the Availability Period and all references in
this Part 5(a) to a quarterly-period shall in such case be references to
that period.






	 	(b)	 	FRONT END FEE -
	 
	 	 	 	The Borrower shall pay to the Bank on or prior to the date of this Agreement a Front
End Fee in the amount [*]
	 
	 	(c)	 	AMORTISING USD TERM LOAN FACILITY
	 
	 	 	 	Margin — [*]per annum
	 
	 	(d)	 	AUD OVERDRAFT FACILITY -
	 
	 	 	 	Margin — [*]per annum
	 
	 	(e)	 	BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY -
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date and Rollover Date on
which bills are accepted or accepted and discounted or indorsed or indorsed and
discounted by the Bank under the Bills Discount /Acceptance/Indorsement Facility a
Bills Discount /Acceptance/Indorsement Fee at the rate of [ *
] per annum calculated on the face value of each Bill discounted or
accepted by the Bank on that Accommodation Date or Rollover Date as the case may be
and computed from such date until the day on which each Bill falls due for payment.
	 
	 	 	 	Margin — [*]per annum
	 
	 	(f)	 	FOREIGN CURRENCY ADVANCE FACILITY
	 
	 	 	 	Margin — [*]per annum
	 
	 	(g)	 	DOCUMENTARY CREDIT/GUARANTEE
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date on which a Documentary
Credit Liability or a Guarantee Liability is established a Documentary Credit
/Guarantee Issue Fee at the rate of [*] per annum calculated on the face value of
each Documentary Credit /Guarantee as the case may be and computed from such date
until the day on which each Documentary Credit /Guarantee as the case may be falls
due for payment.
	 
	 	(h)	 	STANDBY LETTER OF CREDIT FACILITY
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date on which a Standby
Letter of Credit Liability is established a Standby Letter of Credit Fee at the rate
of [*] per annum calculated on the face value of the Standby Letter of





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	 	 	 	Credit and computed from such date until the day on which the Standby Letter of
Credit falls due for payment.
	 
	 	(i)	 	FOREIGN BILLS NEGOTIATED FACILITY
	 
	 	 	 	Margin — [*]per annum
	 
	 	(j)	 	USD OVERDRAFT FACILITY
	 
	 	 	 	Margin — [*]per annum
	 
	 	(k)	 	USD REVOLVING ADVANCE FACILITY
	 
	 	 	 	Margin — [*]per annum





PART 6 Conditions Precedent and Additional Representations, Warranties and
Events of Default -





	 	(A)	 	Conditions Precedent to First Drawing
	 
	 	 	 	The obligations of the Bank hereunder are subject to the condition that the
Bank shall have received all of the following in form and substance
satisfactory to the Bank prior to receipt by it of the first Drawdown
Notice-under Clause 2.01:-






	 	(a)	 	a copy of the Memorandum and Articles of
Association of the Borrower certified by its company secretary as being
true and up-to-date;
	 
	 	(b)	 	a copy, certified by the company secretary of
the Borrower as being a true copy, of all corporate authorisations and
Powers of Attorney required for the execution and delivery by the
Borrower of this Agreement and the performance by the Borrower of its
obligations under this Agreement;
	 
	 	(c)	 	a copy of all Government Approvals (if any),
all certified by an Authorised Signatory as being true, up-to-date and
in full force and effect;
	 
	 	(d)	 	the Security specified in Part 8 of the
Schedule such Security to be executed in a manner satisfactory to the
Bank;
	 
	 	(e)	 	an undertaking from Messrs Corrs Chambers
Westgarth in form and substance satisfactory to the Bank that they will
attend to the stamping of this Agreement and the Security forthwith;
	 
	 	(f)	 	payment of the Front End Fee; and





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	 	(g)	 	payment of the Security Agent’s Fee in
accordance with Clause 9.14 of the Security Trust Deed.






	 	(B)	 	Conditions Precedent to all Accommodation
	 
	 	 	 	The obligations of the Bank hereunder to provide Accommodation pursuant to a
Drawdown Notice including without limitation by way of replacement of
existing Accommodation are further subject to the conditions set out, in
Clause 2 and to the following:






	 	(a)	 	the representations and warranties set out in
Clause 9 of this Agreement are true and correct on and as of each
Accommodation Date;
	 
	 	(b)	 	to the best of the knowledge, information and
belief of the Directors and senior management of the Borrower, no Event
of Default or event which, with the giving of notice or lapse of time
or both would constitute an Event of Default, has occurred or is
continuing or would result from the provision of the proposed
Accommodation on the Accommodation Date;
	 
	 	(c)	 	the Bank shall have received evidence as to the
stamping of this Agreement in a form and substance satisfactory to it;





PART 7 Branch For Service of Notices -




          48 Martin Place, Sydney, NSW



PART 8 Security -




          Negative Pledge Agreement.



          Security Trust Deed.



          General Guarantee.



          General Charge.



          Western Australia Charge.



          Real Property Mortgages.



          Simsmetal USA Corporation Security Agreement.



          Simsmetal Asia Holdings Limited Charge.



          Simsmetal (Hong Kong) Limited Charge.



          LMC
International, Inc. Security Agreement.



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Legal opinions in relation to Simsmetal USA Corporation, Sims Asia Holdings Limited,
Simsmetal Limited (Hong Kong) and LMC International, Inc.



	 	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	COMMONWEALTH BANK OF	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	AUSTRALIA	 	 
	AUSTRALIA by

	 	 	)	 	 	by its attorney:	 	 
	 

	 	 	)	 	 	 	 	 
	its duly authorised attorney

	 	 	)	 	 	                                        
	 	                             
	appointed under Power of Attorney

	 	 	)	 	 	 

	 	 
	dated            who by his

	 	 	)	 	 	 	 	 
	execution hereof certifies that he

	 	 	)	 	 	 	 	 
	has no notice of revocation of the

	 	 	)	 	 	 	 	 
	said power of attorney and in the

	 	 	)	 	 	 	 	 
	presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 	 
	SIGNED for and on behalf of

	 	 	 	 	 	SIMSMETAL FINANCE LIMITED	 	 
	SIMSMETAL FINANCE LIMITED by

	 	 	 	 	 	by its attorney:	 	 
	 
	 	 	 	 	 	 	 	 
	its duly authorised attorney

	 	 	 	 	 	                                        
	 	                             
	 appointed
under Power of Attorney

	 	 	 	 	 	  

	 	 
	dated            who by his
	 	 	 	 	 	 	 	 
	execution hereof certifies that he
	 	 	 	 	 	 	 	 
	has no notice of revocation of the
	 	 	 	 	 	 	 	 
	said power of attorney and in the
	 	 	 	 	 	 	 	 
	presence of:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 	 






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	SIGNED for and on behalf of

	 	 	 	 	 	SIMSMETAL USA CORPORATION	 	 
	SIMSMETAL USA CORPORATION by

	 	 	 	 	 	by its attorney:	 	 
	 
	 	 	 	 	 	 	 	 
	its duly authorised attorney

	 	 	 	 	 	                                        
	 	                             
	 appointed
under Power of Attorney

	 	 	 	 	 	  

	 	 
	dated            who by his
	 	 	 	 	 	 	 	 
	execution hereof certifies that he
	 	 	 	 	 	 	 	 
	has no notice of revocation of the
	 	 	 	 	 	 	 	 
	said power of attorney and in the
	 	 	 	 	 	 	 	 
	presence of:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 	 






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AUD OVERDRAFT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn on the AUD
Overdraft Account;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate
of the Margin as specified in Part
5 of the Schedule to the Master
Agreement and the Reference Rate
plus [*] per annum;
	 
	 	 	 	 
	“AUD Overdraft Account”

	 	-
	 	the account in the name of the
Borrower referable to the AUD
Overdraft Facility;
	 
	 	 	 	 
	“AUD Overdraft Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advances;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the
face amount of the cheque drawn on
the AUD Overdraft Account in
respect of that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilization of the AUD
Overdraft Facility as provided for
in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the debit balance existing in
the AUD Overdraft Account on the
relevant date; and







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of AUD Overdraft Facility
	 
	 	 	The Borrower shall execute an account authority and signature card as required by the Bank
before the first utilisation of the AUD Overdraft Facility.
	 
	3.	 	Drawings





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	 	 	Notwithstanding the provisions of Clause 2.01 of the Master Agreement, the Borrower shall
not be required to give a Drawdown Notice with respect to a proposed Drawing under the AUD
Overdraft Facility. Subject to the Bank’s usual terms and conditions, the terms and
conditions of this Agreement and such other terms and conditions as the Bank may from time
to time at its discretion impose, Advances shall be made available upon receipt of the
Borrower’s cheque duly drawn upon the AUD Overdraft Account.
	 
	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the AUD Overdraft Facility on a particular date shall be
the debit balance existing in the AUD Overdraft on such date.
	 
	5.	 	Interest
	 
	 	 	Interest on the AUD Overdraft Account shall be computed daily on the basis of a 365 day year
and shall be payable at such time and from time to time as required- by the Bank. The rate
of interest shall be the Reference Rate plus [*] per annum. Any change in such rate shall take effect
at the opening of business on the effective date of such change.
	 
	6.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank in relation to the AUD Overdraft Facility the fees which
are specified in Part 5 of the Schedule to the Master Agreement.
	 
	7.	 	Payment of Interest and Fees
	 
	 	 	The Bank may debit any amount payable pursuant to Clauses 5 or 6 of this Appendix to the AUD
Overdraft Account at such time and from time to time as the Bank may require in accordance
with its normal practices and any such debiting shall be deemed to be an Advance.
	 
	8.	 	Repayment






	 	(a)	 	Notwithstanding any other provision of this Agreement the Existing
Accommodation of the AUD Overdraft Facility shall be payable by the Borrower on demand
by the Bank within seven (7) days of service of the demand. Without limiting the
foregoing, upon or immediately after making any such demand the Bank may also notify
the Borrower that the obligation of the Bank to provide any further Accommodation
hereunder is cancelled forthwith, whereupon the same shall be so cancelled forthwith.
	 
	 	(b)	 	Subject to Clause 8(a), the Borrower may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be
repaid in full not later than the last day of the Availability Period.





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	9.	 	Payments
	 
	 	 	All payments by the Borrower in respect of the AUD Overdraft Facility shall be made in AUD.





	 	 	 	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 
	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 






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BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required, pursuant to Clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the Reference Rate plus the Margin as
specified in Part 5 of the Schedule to the Master Agreement;
	 
	 	 	 	 
	“Bank Bill Discount Rate”

	 	-
	 	the rate of discount expressed as a percentage yield to
maturity per annum at which the Bank is prepared to purchase
Bills accepted or indorsed by itself;
	 
	 	 	 	 
	“Banking Day”

	 	-
	 	a day on which the Bank is open for business in the
Australian City;
	 
	 	 	 	 
	“Bill”

	 	-
	 	has the meaning assigned to the expression “bill of
exchange” by the Bills of Exchange Act, 1909 of the
Commonwealth of Australia (but shall not include cheques) and
any reference to the drawing, acceptance, indorsement or
other dealing of or with a Bill is a reference to such
drawing, acceptance, indorsement or other dealing within the
meaning of that Act;
	 
	 	 	 	 
	“Bills
Discount/Acceptance/Indorsement
Facility”

	 	-
	 	the agreement by the Bank hereunder to accept Bills or
accept and discount Bills drawn by the Borrower or to indorse
Bills or indorse and discount Bills drawn by a Third Party
and accepted by the Borrower;
	 
	 	 	 	 
	“Bills
Discount/Acceptance/Indorsement
Usage Fee”

	 	-
	 	the Bills Discount/Acceptance/Indorsement Usage fee payable
pursuant to Clause 9;
	 
	 	 	 	 
	“Bill Indorsement Facility”

	 	-
	 	the agreement by the Bank hereunder to indorse or to
indorse and discount Bills drawn by a Third Party and
accepted by the Borrower;






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	“Drawdown Amount”

	 	-
	 	in respect of a Drawing, the amount specified, pursuant to
Clause 3(a), in the Accommodation Particulars referable to
that Drawing;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilization of the Bills
Discount/Acceptance/Indorsement Facility as provided for in
this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate face value of all Bills accepted or indorsed
by the Bank hereunder which shall not have been paid;
	 
	 	 	 	 
	“Net Bill Proceeds”

	 	-
	 	the Proceeds of Discount of any Bill accepted and
discounted or indorsed and discounted pursuant to the Bills
Discount/Acceptance/Indorsement Facility less the Bills
Acceptance Usage Fee or the Bills Indorsement Usage Fee, as
the case may be, payable in respect of that Bill;
	 
	 	 	 	 
	“Proceeds of Discount”

	 	-
	 	in relation to a Bill discounted by the Bank, the sum
derived by application of the formula:-
	 
	 	 	 	 
	 

	 	 	 	     Proceeds of Discount      =      FV x 36,500
	 

	 	 	 	                           
         (DM x R) +36,500
	 
	 	 	 	 
	 

	 	 	 	where: -
	 
	 	 	 	 
	 

	 	 	 	FV is the face value of the Bill;
	 
	 	 	 	 
	 

	 	 	 	DM is the number of days to maturity of the Bill; and
	 
	 	 	 	 
	 

	 	 	 	R is the Bank Bill Discount Rate expressed as a percentage
per annum yield;
	 
	 	 	 	 
	“Retiring Bills”

	 	-
	 	has the meaning ascribed to that term in Clause 8; and
	 
	 	 	 	 
	“Rollover Date”

	 	-
	 	any day during the Availability Period other than the last
30 days of the Availability Period on which any Bill falls
due for payment.







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.





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29









 












	2.	 	Utilisation of Bills Discount/Acceptance/Indorsement Facility
	 
	 	 	The Borrower shall execute such authorities as are required by the Bank before the first
utilisation of the Bills Discount/Acceptance/ Indorsement Facility.
	 
	3.	 	Accommodation Particulars
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are:-






	 	(a)	 	the aggregate face value of Bills to be accepted or indorsed which shall be not
less than AUD500,000 and which shall be an integral multiple of AUD100,000;
	 
	 	(b)	 	whether the Bills are to be accepted by the Bank or indorsed by the Bank; and
	 
	 	(c)	 	the term of each of the Bills (which in respect of any Accommodation Date shall
be the same for all Bills referable to that Accommodation Date) being not less than 30
days nor more than 185 days);






	 	 	PROVIDED THAT Bills may only be drawn to mature on a day which is a Business Day and no Bill
shall have a term extending beyond the Availability Period.






	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Bills Discount/ Acceptance/ Indorsement Facility on a
particular date shall be the aggregate face value of all Bills accepted or indorsed by the
Bank hereunder which shall not have been paid by such date and all Bills which are accepted
as replacement Bills pursuant to Clause 6(a) on such date PROVIDED THAT such Outstanding
Accommodation shall not include the aggregate face value of Retiring Bills which mature on
such date.
	 
	5.	 	Drawings






		(a)	(i)		 If the Borrower specifies pursuant to Clause 3(b) that Bills are to be
accepted by the Bank then not later than 12 noon (Australian City time) one Banking Day
before a relevant Accommodation Date (or at such later time as may be agreed) the
Borrower will deliver to the Bank at its Australian City branch (or to such other
branch of the Bank in the Australian City as the Bank may from time to time notify to
the Borrower) Bills naming the Borrower as drawer and payee (signed by the Borrower as
drawer) and naming the Bank as acceptor having an aggregate face value equivalent to
the amount specified pursuant to Clause 3(a) in respect of that Accommodation Date.
The Bank shall insert the address of the office of the Bank at the Australian City at
which Bills are to be payable and shall accept the Bills in the Australian City on the
relevant Accommodation Date.






		(ii)	 	If the Borrower specifies pursuant to Clause 3(b) that Bills
are to be indorsed by the Bank then not later than 10.00 a.m. (Australian City
time)





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30









 






	 	 	 	on the relevant Accommodation Date (or at such later time as may be agreed)
the Borrower will deliver to the Bank at its Australian City branch (or to
such other branch of the Bank in the Australian City as the Bank may from
time to time notify to the Borrower) Bills naming a third party or the
Borrower as drawer (signed by the drawer) a third party or the Borrower as
payee and a third party as acceptor (signed by the acceptor) having an
aggregate face value equivalent to the amount specified pursuant to Clause
3(a) in respect of that Accommodation Date. The Bank shall indorse the
Bills in the Australian City on the relevant Accommodation Date.






	 	(b)	 	Not later than 10.45 a.m. (Australian City time) on the relevant Accommodation
Date the Bank shall notify the Borrower of its Bank Bill Discount Rate in respect of
Bills of a similar term and amount to those accepted or indorsed by it hereunder for
discounting on that day. Forthwith after receipt of such notification the Borrower
shall notify the Bank whether it wishes to have the Bills which have been accepted or
indorsed by the Bank for discounting on that day discounted by the Bank or whether it
wishes to arrange for a third party to discount such Bills.
	 
	 	(c)	 	Subject to the terms and conditions contained herein the Bank shall on any
relevant Accommodation Date:-






	 	(i)	 	where the Bank is to discount the Bills referred to in Clause
5(a), discount such Bills at the Bank Bill Discount Rate notified to the
Borrower pursuant to Clause 5(b) and on the relevant Accommodation Date pay the
aggregate Net Bill Proceeds of such Bills to the account or accounts nominated
pursuant to Clause 2.01(e) of the Master Agreement; or
	 
	 	(ii)	 	where a third party is to discount such Bills, not later than
1.00 p.m. (Australian City time) on the relevant Accommodation Date make such
Bills available to the Borrower at the Australian City branch of the Bank (or
at such other branch of the Bank in the Australian City as the Bank may from
time to time notify to the Borrower).






	6.	 	Replacement Bills






	 	(a)	 	Subject to Clause 2.02 of the Master Agreement, where the Bank has accepted or
indorsed Bills the Bank, at the option of the Borrower, shall accept or accept and
discount or indorse or indorse and discount on each Rollover Date Bills replacing those
Bills having an aggregate face value equivalent to the aggregate face value of the
Bills accepted or indorsed by the Bank which mature on such Rollover Date less the
aggregate face value of Bills accepted or indorsed by the Bank which are or are to be
retired on such date pursuant to Clause 8 (the “replacement Bills”). Subject to the
provisions of this Agreement one or more replacement Bills may be drawn to replace
maturing Bills accepted or indorsed by the Bank.





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31









 












	 	(b)	 	Not later than 10.00 a.m. (Australian City time) two Banking Days prior to any
Rollover Date (or at such later time as may be agreed) the Borrower shall by notice in
writing delivered to the Australian City office of the Bank nominate the term of the
replacement Bills (which shall be the same for all Bills referable to that Rollover
Date) which shall be not less than 30 days nor more than 185 days. PROVIDED THAT:-






	 	(i)	 	replacement Bills may only be drawn to mature on a date which
is a Business, Day and no replacement Bill shall have a term which will extend
beyond the Availability Period; and
	 
	 	(ii)	 	if the Borrower fails to give a notice required under this
Clause 6(b) the Borrower shall be deemed, subject to Clause 6(b)(i), to have
elected that replacement Bills have a term equal to the term of the Bills being
replaced.






	 	(c)	 	Clauses 5(a)(i) and 5(b) shall apply mutatis mutandis in relation to the
preparation, delivery, execution, and acceptance or indorsement of and election as to
the party to discount replacement Bills.
	 
	 	(d)	 	On each Rollover Date the Bank shall:-






	 	(i)	 	where the Bank is to discount the replacement Bills, discount
the replacement Bills at the Bank Bill Discount Rate notified to the Borrower
pursuant to Clause 5(b) and before the close of business on the relevant
Rollover Date apply the Net Bill Proceeds of each replacement Bill in or
towards discharging the obligation of the Borrower to indemnify the Bank
pursuant to Clause 7 in respect of the Bills accepted or indorsed by the Bank
hereunder which mature on that Rollover Date; or
	 
	 	(ii)	 	where a third party is to discount the replacement Bills, not
later than 1.00 p.m. (Australian City time) on the relevant Rollover Date make
the replacement Bills available to the Borrower at the Australian City branch
of the Bank (or at such other branch of the Bank in the Australian city as the
Bank may from time to time notify to the Borrower) PROVIDED THAT the Bank shall
not be obliged to make such replacement Bills available to the Borrower until
such time as the Borrower has discharged its obligations under Clause 7 in
respect of the Bills accepted or indorsed by the Bank hereunder which mature on
that Rollover Date.






	7.	 	Indemnity in respect of Bills
	 
	 	 	The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times
indemnified against all liabilities of the Bank as acceptor or indorser of any Bill drawn by
the Borrower or a third party and accepted or indorsed by the Bank hereunder. The Borrower
agrees with the Bank that, as between the Bank and the Borrower, the Borrower is primarily
liable in respect of Bills drawn by the Borrower or a third party and accepted or indorsed
by the Bank hereunder and accordingly:-





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32









 












	 	(a)	 	as between the Borrower and the Bank, the liability of the Borrower with
respect to the Bills shall not be taken to have been discharged by reason of the Bank
becoming the holder of any Bill before or on or after its maturity date; and
	 
	 	(b)	 	in respect of Bills accepted; by the Bank hereunder, or indorsed by the Bank
and held by it at maturity, the Borrower shall not later than 1.00 p.m. (Australian
City time) on each day on which each such Bill falls due for payment, pay to the Bank
an amount equal to the face value thereof PROVIDED THAT where any such Bill is replaced
on its Rollover Date by a further Bill which the Borrower has elected to have
discounted by the Bank on that Rollover Date, the amount to be paid to the Bank
pursuant to this Clause 7 shall be reduced by an amount equal to the Net Bill Proceeds
of that further Bill; and
	 
	 	(c)	 	in respect of Bills indorsed by the Bank hereunder and held by a third party at
maturity the Borrower shall, if demand is made upon the Bank as indorser of any such
Bill by the holder of any such Bill, forthwith upon demand by the Bank pay to the Bank
an amount equal to the face value thereof.






	8.	 	Retiring Bills
	 
	 	 	The Borrower upon giving to the Bank not less than three Banking Days prior written notice
(or such shorter notice as may be agreed) (such notice to be irrevocable) may elect during
the Availability Period not to rollover but to retire any Bill accepted by the Bank (the
“Retiring Bill”) on its maturity date. The term “Retiring Bill” shall also include any Bill
which the Bank indorses pursuant to Clause 5(a)(ii). The amount representing the face value
of any Retiring Bill shall continue to form part of the Accommodation Limit.
	 
	9.	 	Bills Discount/Acceptance/Indorsement Facility and Usage Fees
	 
	 	 	The Borrower shall pay to the Bank in relation to the Bills Discount/ Acceptance/
Indorsement Facility the fees which are specified in Part 5 of the Schedule to the Master
Agreement.
	 
	10.	 	Authority to roll over Bills on Default
	 
	 	 	Notwithstanding any other provision of this Agreement, if the Borrower fails to make any
payment due to the Bank under this Agreement in respect of Bills on the due date therefor,
then the Bank may, at its option, (and is hereby irrevocably appointed the attorney of the
Borrower so to do) draw and indorse on behalf of the Borrower and accept and discount or
accept and arrange the discounting of Bills for such periods as in the opinion of the Bank
are necessary and in such amounts as are sufficient to result in Net Bill Proceeds of an
amount equal to the amount of such payment. The Proceeds of Discount of such Bills shall be
applied by the Bank in payment to it of the Bills Acceptance Usage Fee payable in respect of
those Bills and of an amount equal to the amount of the unpaid payment. The exercise by the
Bank of its option under this clause 10 shall not act as a waiver of the Bank’s right to
make a declaration under Clause 10.01 of the Master Agreement.





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33









 











	 	 	 	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 
	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 






[*] Confidential Treatment Requested




34









 






FOREIGN CURRENCY ADVANCES FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to Clause 3(b) to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn under the
Foreign Currency Advances Facility
in United States Dollars;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate
of the rate payable pursuant to
Clause 5.02(b) of this Appendix
and the Margin as specified in
Part 5 of the Schedule to the
Master Agreement;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of a USD amount, the
equivalent in AUD of such USD
amount converted at the Bank’s
Sydney office spot rate of
exchange for the purchase of
United States Dollars with AUD on
the relevant date. The Bank’s
determination as to the Bank’s
spot rate of exchange from time to
time shall be conclusive in the
absence of manifest error;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of each Advance, the
AUD Equivalent on the
Accommodation Date on which such
Advance is to be or was made
available of the sum in USD
specified in the Drawdown Notice
given pursuant to Clause 2.01 of
the Master Agreement in respect of
that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the Foreign
Currency Advances Facility as
provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate in USD of all
outstanding Accommodation
Advances;
	 
	 	 	 	 
	“Foreign Currency Advances Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advances to
the Borrower.






[*] Confidential Treatment Requested




35









 






	 	 	 	 	 
	“Interest Period”

	 	-
	 	subject as provided herein, a
period of between 7 and 180 days
(inclusive) as selected by the
Borrower in accordance with Clause
3(b)(ii) or such other periods as
may be agreed;
	 
	 	 	 	 
	“Repayment Date”

	 	-
	 	in relation to an Advance the
last day of the Interest Period of
that Advance; and







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of Foreign Currency Advances Facility
	 
	 	 	The Borrower shall execute such authorities as are required by the Bank before the first
utilisation of the Foreign Currency Advances Facility.
	 
	3.	 	Drawdown Notices






	 	(a)	 	A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the
Master Agreement with respect to a proposed utilisation of the Foreign Currency
Advances Facility shall be given not later than 2.00 p.m. (local time) on the proposed
Accommodation Date and may be given orally. Where a Drawdown Notice has been given by
the Borrower orally the Borrower shall forthwith after the giving of such notice
confirm the contents thereof in writing to the Bank.
	 
	 	(b)	 	The Accommodation Particulars to be specified in a Drawdown Notice are:-






	 	(i)	 	the amount in USD of any proposed Advance which shall be an
integral multiple of USD100,000;
	 
	 	(ii)	 	the duration of the Interest Period of each proposed Advance;






	 	 	PROVIDED THAT Advances may only have Repayment Dates on a day which is a Business Day and no
Advance shall have a Repayment Date beyond the Availability Period.






	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Foreign Currency Advances Facility on a particular date
shall be the aggregate AUD Equivalent of all Advances outstanding on such date PROVIDED THAT
such outstanding Accommodation shall not include the aggregate AUD Equivalent of all
Advances repaid on such date.





[*] Confidential Treatment Requested




36









 












	5.	 	Drawings
	 
	5.01	 	(a)     Subject to the terms and conditions contained herein, the Bank shall on any relevant
Accommodation Date provide Advances in USD to the Borrower in the amount and for the term
specified pursuant to the relevant Drawdown Notice. The Bank shall promptly notify the
Borrower of the Drawdown Amount of each Advance so made
available.







	 	(b)	(i) 	 	In the case of a Drawdown Notice given by Simsmetal Finance Limited, all
Advances shall be made available by the Bank’s Australian City office or such other
office of the Bank as the Bank may from time to time notify to the
Borrower.






	 	(ii)	 	In the case of a Drawdown Notice given by Simsmetal USA
Corporation, all Advances shall be made available by the Bank’s Overseas City
office or such other office of the Bank as the Bank may from time to time
notify to the Borrower.






	 	(c)	 	The Bank will make each Advance available by the close of business on the
relevant Accommodation Date to the USD account nominated by the Borrower in the
Drawdown Notice given pursuant to Clause 2.01 of the Master Agreement in respect of
that Advance.
	 
	 	(d)	 	Each Advance shall be made available for one Interest Period only. Such
Interest Period shall commence on the Accommodation Date on which such Advance is made
available and shall end on the Repayment Date of that Advance.
	 
	 	(e)	 	In the case of an Advance to be made available by the Bank’s Australian City
office or such other office of the Bank in Australia as the Bank may from time to time
notify to the Borrower, the Borrower shall ensure that the Bank has the opportunity to
quote for the purchase of an Advance in Australia in the equivalent amount of AUD and,
if such quote is accepted by the Borrower, the equivalent amount of such Advance shall
be credited to an account of the Borrower at a branch of the Bank in Australia
nominated by the Borrower. Where, pursuant to Clause 2.01(e) of the Master Agreement,
the Borrower nominates an AUD account of the Borrower at a branch of the Bank in
Australia as the account to which the Advance is to be paid the Borrower shall, in the
absence of written instructions to the Bank to the contrary, be deemed to have
instructed the Bank to convert the Advance into AUD on the basis of the Bank’s Sydney
office spot selling rate of exchange for the purchase of USD with AUD on the date on
which the Advance is debited to such account.






	5.02	 	Interest






	 	(a)	 	The Borrower will pay interest to the Bank in respect of each Advance:-





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37









 












	 	(i)	 	where the interest rate applicable to the relevant Advance is a
fixed rate, on the Repayment Date of that Advance; and
	 
	 	(ii)	 	where the interest rate applicable to the relevant Advance is a
floating rate, at the end of each month throughout the Interest Period of that
Advance and on the Repayment Date of that Advance.






	 	(b)	 	The rate of interest applicable to an Advance shall be the rate quoted by the
Bank and accepted by the Borrower prior to the provision of the relevant Advance.
	 
	 	(c)	 	The rate of interest agreed in terms of Clause 5.02(b) shall be promptly
notified by the Bank to the Borrower.
	 
	 	(d)	 	Interest will be calculated on the actual number of days elapsed and on the
basis of a year of three hundred and sixty (360) days.






	5.03	 	Repayment, Cancellation






	 	(a)	 	The Borrower will repay each Advance on the Repayment Date of that Advance.
	 
	 	(b)	 	Each Advance, all interest and any other moneys (other than moneys referred to
in clause 12 of the Master Agreement) to become owing or payable by the Borrower to the
Bank in respect of an Advance shall be repaid or paid in USD. The Borrower agrees that
it shall ensure that the Bank has the opportunity to quote for the supply of any United
States Dollars required by the Borrower to meet its obligations hereunder.
	 
	 	(c)	 	Notwithstanding the provisions of Clause 6.01 of the Master Agreement all
payments to be made by the Borrower with respect to the Foreign Currency Advances
Facility (other than moneys referred to in Clause 12 of the Master Agreement) shall be
made to such USD account as is nominated by the Bank by the close of business at the
branch of the Bank at which the nominated account is maintained.






	5.04	 	Substitute Basis






	 	(a)	 	Notwithstanding anything to the contrary herein contained, if at any time prior
to the commencement of any Interest Period the Bank shall have determined (which
determination shall be conclusive and binding upon the Borrower) that:-






	 	(i)	 	it is unable or unwilling to make United States Dollars
available to the Borrower free of any obligation on the part of the Borrower to
deduct withholding tax from all payments to be made by the Borrower with
respect thereto; or
	 
	 	(ii)	 	by reason of any change in any applicable law regulation or
regulatory requirement or in its interpretation by any relevant authority
charged with the administration thereof or by any relevant court or by reason
of any





[*] Confidential Treatment Requested




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	 	 	 	change in national or international, financial, political or economic
conditions or exchange controls it is impracticable for the Bank to fund or
to renew an Advance in United States Dollars,






	 	 	 	the Bank shall as soon as practicable give written notice of such determination to
the Borrower.






	 	(b)	 	Upon a notice being given under Clause 5.04(a), the Bank and the Borrower shall
negotiate in good faith with a view to agreeing an alternative method of fixing the
interest rate, an alternative Interest Period for the Advance and/or an alternative
lending office for the Bank.
	 
	 	(c)	 	If such agreement is not reached by the proposed Accommodation Date of the
relevant Advance the Bank shall not be required to make such Advance available to the
Borrower.





	 	 	 	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 
	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 





[*] Confidential Treatment Requested





39









 






STANDBY LETTER OF CREDIT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required, pursuant to Clause 3
to be specified in a Drawdown Notice;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate of [*] and the
Reference Rate;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of any one currency the equivalent
in AUD of a sum expressed in that currency
converted at the Spot Rate of Exchange;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of a Drawing, the amount specified,
pursuant to Clause 3, in the Accommodation
Particulars referable to that Drawing;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the Letter of Credit
Facility as provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate, in the currencies in which they
are denominated, of the face amount of each
Letter of Credit Liability under which the Bank
remains wholly or partially liable (whether
contingently or otherwise) on the relevant date.
	 
	 	 	 	 
	“Letter of Credit Facility”

	 	-
	 	the agreement by the Bank hereunder to
establish any one or more Letter of Credit
Liabilities;
	 
	 	 	 	 
	“Letter of Credit Liability”

	 	-
	 	a liability of the Bank under a letter of
credit;
	 
	 	 	 	 
	“Outstanding Liability”

	 	-
	 	each Letter of Credit Liability under which the
Bank remains wholly or partially liable (whether
contingently or otherwise) on the date on which
the Bank serves notice on the Borrower pursuant
to Clause 5.02 of the Master Agreement; and
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Australian City office spot rate of
exchange for the purchase of a currency with AUD
two Business Days before the relevant date for calculating an AUD Equivalent. The Bank’s
determination as to the Spot Rate of Exchange
from time to time shall be conclusive in the
absence of manifest error.





[*] Confidential Treatment Requested





40









 








	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of Letter of Credit Facility
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Letter of Credit Facility.
	 
	3.	 	Accommodation Particulars
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as
are required by the Bank on the application forms and authorities which the Bank requires to
be completed by the Borrower prior to the establishment of the relevant Letter of Credit
Liability.
	 
	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Letter of Credit Facility at a particular date shall be
the aggregate of:






	 	(i)	 	the aggregate face amount of each Letter of Credit Liability
the face amount of which is denominated in AUD under which the Bank remains
wholly or partially liable (whether contingently or otherwise) on such date;
and
	 
	 	(ii)	 	the aggregate of the AUD Equivalents on such date of the face
amount of each other Letter of Credit Liability under which the Bank remains
wholly or partially liable (whether contingently or otherwise) on such date.






	5.	 	Drawings
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time in its discretion
impose, the Bank shall establish Letter of Credit Liabilities. All Letter of Credit
Liabilities established by the Bank shall be in such form as the Bank requires and be made
available by the Bank through the Australian City office of the Bank.
	 
	6.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank such fees referable to the establishment of each Letter
of Credit Liability as the Bank advises from time to time. The Borrower shall also





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	 	 	pay to the Bank in respect of each Letter of Credit Liability, the Letter of Credit Facility
Issue Fee specified in Part 5 of the Schedule to the Master Agreement.






	7.	 	Inability to Establish Letter of Credit Liabilities
	 
	 	 	If:-






	 	(a)	 	by reason of any applicable law, regulation, order or directive (whether or not
having the force of law) or by reason of its interpretation by any governmental
authority charged with the administration thereof or by any court of competent
jurisdiction; or
	 
	 	(b)	 	by reason of any national or international, financial, political or economic
conditions or exchange controls, the Bank is unable or unwilling to establish a Letter
of Credit Liability in accordance with the applicable Drawdown Notice, the Bank shall
notify the Borrower to that effect as soon as practicable and the obligation of the
Bank to establish such Letter of Credit of Liability in accordance with such Drawdown
Notice shall cease and the relevant Drawdown Notice shall be deemed to be revoked,
whereupon the Borrower and the Bank shall negotiate in good faith with a view to
agreeing an alternative basis on which the Accommodation pursuant to the Letter of
Credit Facility may be provided by the Bank.






	8.	 	Indemnity
	 
	 	 	Subject to the following provisions of this Clause, the Borrower hereby indemnifies and
undertakes to keep the Bank indemnified at all times upon demand from and against all
actions, proceedings, claims and demands which may be brought or made against the Bank and
all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for
which the Bank may become liable by reason either directly or indirectly of the
establishment by the Bank of a Letter of Credit Liability and the Bank is hereby irrevocably
authorised and directed by the Borrower to pay forthwith on any demand appearing or
purporting to be made by or on behalf of a beneficiary named as the beneficiary of a Letter
of Credit Liability in accordance with the terms of the Letter of Credit any sums up to the
limit of the liability stated therein which may be demanded from the Bank from time to time
without any reference to or any necessity for confirmation or verification on the part of
the Borrower, it being expressly agreed that any such demand shall be as between the
Borrower and the Bank conclusive evidence that the sum stated therein is properly due and
payable. The obligations of the Borrower shall not, provided that the Bank has exercised
due care herein, be affected or in any way limited by any falsity, inaccuracy, insufficiency
or forgery of or in any notice or demand pursuant to any Liability or the failure other than
negligent failure of the Bank to enquire whether any notice or demand has been inaccurately
transmitted or received from any cause whatsoever or has been given or sent by an
unauthorised person.





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For and on behalf of

	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 
	 

For and on behalf of

	 	 
	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 






[*] Confidential Treatment Requested






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DOCUMENTARY CREDIT/GUARANTEE FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.



1.01 Definitions





	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required, pursuant to
Clause 3 to be specified in a Drawdown
Notice;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate of interest equal to the aggregate
of [*] and the Reference Rate;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of any one currency the
equivalent in AUD of a sum expressed in that
currency converted at the Spot Rate of
Exchange;
	 
	 	 	 	 
	“Documentary Credit/
Guarantee

	 	-
	 	the agreement by the Bank hereunder to
establish any one or more Documentary Credit
Liabilities or Guarantee Liabilities;
	 
	 	 	 	 
	“Documentary Credit
Liability”

	 	-
	 	a liability of the Bank under a documentary
credit established where the Bank will retain
control of the relevant goods;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	where the face amount of the relevant
Liability is denominated in AUD, that amount,
and where the face amount is denominated in a
currency other than AUD, the AUD Equivalent
of the face amount of that Liability on the
date on which the Liability was or is to be
established by the Bank;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the Documentary Credit/Guarantee
as provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate, in the currencies in which
they are then denominated, of the face amount
of each Liability under which the Bank
remains wholly or partially liable (whether
contingently or otherwise) on the relevant
date;
	 
	 	 	 	 
	“Guarantee Liability”

	 	-
	 	a liability of the Bank under a guarantee;





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	“Liability”

	 	-
	 	either a Documentary Credit Liability or a
Guarantee Liability;
	 
	 	 	 	 
	“Outstanding Liability”

	 	-
	 	each Liability under which the Bank remains
wholly or partially liable (whether
contingently or otherwise) on the date on
which the Bank serves notice on the Borrower
pursuant to Clause 5.02 of the Master
Agreement;
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Australian City office spot rate
of exchange for the purchase of a currency
with AUD two Business Days before the
relevant date for calculating an AUD
Equivalent. The Bank’s determination as to
the Spot Rate of Exchange from time to time
shall be conclusive in the absence of
manifest error.







	1.02	 	Interpretation






	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of the Documentary Credit/Guarantee Facility
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Documentary Credit/Guarantee.
	 
	3.	 	Drawdown Notices and Accommodation Particulars
	 
	 	 	A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the Master
Agreement with respect to a proposed utilisation of the Documentary Credit Facility shall be
given not later than 11 a.m. (Australian City time) on the proposed Accommodation Date.
	 
	 	 	A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the Master
Agreement with respect to a proposed utilisation of the Guarantee Facility shall be given
not later than 11 a.m. (Australian City time) two Business Days prior to the proposed
Accommodation Date.
	 
	 	 	The Accommodation Particulars to be specified in the Drawdown Notice are:






	 	(a)	 	whether the Borrower requires the Bank to establish a Documentary Credit
Liability or a Guarantee Liability; and
	 
	 	(b)	 	such particulars as are required by the Bank on the application forms and
authorities which the Bank requires to be completed by the Borrower prior to the
establishment of the relevant Liability.




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45









 






	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Documentary Credit/Guarantee Facility at a particular
date shall be the aggregate of:-






	 	(i)	 	the aggregate face amount of each Liability the face amount of
which is denominated in AUD under which the Bank remains wholly or partially
liable (whether contingently or otherwise) on such date; and
	 
	 	(ii)	 	the aggregate of the AUD Equivalents on such date of the face
amount of each other Liability under which the Bank remains wholly or partially
liable (whether contingently or otherwise) on such date.






	5.	 	Drawings
	 
	 	 	Upon the Bank’s usual terms and conditions, the terms and conditions of this Agreement and
such other terms and conditions as the Bank may from time to time in its discretion impose,
the Bank shall establish Liabilities. All Liabilities established by the Bank shall be in
such form as the Bank requires.
	 
	6.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank such documentary establishment fees referable to the
establishment of each Liability as the Bank advises from time to time. The Borrower shall
also pay to the Bank in respect of each Liability the Documentary Credit /Guarantee Issue
Fee specified in Part 5 of the Schedule to the Master Agreement. Such fee shall be
calculated in the manner and paid at the time or times set out in such Part.
	 
	7.	 	Inability to Establish Liabilities
	 
	 	 	If:-






	 	(a)	 	by reason of any applicable law, regulation, order or directive (whether or not
having the force of law) or by reason of its interpretation by any governmental
authority charged with the administration thereof or by any court of competent
jurisdiction; or
	 
	 	(b)	 	by reason of any national or international, financial political or economic
conditions or exchange controls,






	 	 	the Bank is unable or unwilling to establish a Liability in accordance with the applicable
Drawdown Notice, the Bank shall notify the Borrower to that effect as soon as practicable
and the obligation of the Bank to establish such Liability in accordance with such Drawdown
Notice shall cease and the relevant Drawdown Notice shall be deemed to be revoked, whereupon
the Borrower and the Bank shall negotiate in good faith with a view to agreeing an
alternative basis on which the Accommodation pursuant to the Documentary Credit/Guarantee
Facility requested by the Borrower may be provided by the Bank.



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46









 












	8.	 	Indemnity
	 
	 	 	Subject to the following provisions of this Clause, the Borrower hereby indemnifies and
undertakes to keep the Bank indemnified at all times upon demand from and against all
actions, proceedings, claims and demands which may be brought or made against the Bank and
all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for
which the Bank may become liable by reason either directly or indirectly of the
establishment by the Bank of a Liability at the request of the Borrower and the Bank is
hereby irrevocably authorised and directed by the Borrower to pay forthwith on any demand
appearing or purporting to be made by or on behalf of a beneficiary named as the beneficiary
of a Liability any sums up to the limit of the liability stated therein which may be
demanded from the Bank from time to time without any reference to or any necessity for
confirmation or verification on the part of the Borrower, it being expressly agreed that any
such demand shall be as between the Borrower and the Bank conclusive evidence that the sum
stated therein is properly due and payable. The obligations of the Borrower shall not,
provided that the Bank has exercised due care herein, be affected or in any way limited by
any falsity, inaccuracy, insufficiency or forgery of or in any notice or demand pursuant to
any Liability or the failure other than negligent failure of the Bank to enquire whether any
notice or demand has been inaccurately transmitted or received from any cause whatsoever or
has been given or sent by an unauthorised person.





	 	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 	 	 





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AMORTISING USD TERM LOAN FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required, pursuant to
Clause 3(b) to be specified in a
Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	the amount drawn under the Amortising
USD Term Loan Facility in United States
dollars equivalent to AUD35,000,000
(which amount, for the purposes of
clarification, is not to be reduced by
any repayment under this Appendix);
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate of
the rate payable pursuant to Clause
5(b) of this Appendix and the Margin;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of a USD amount, the
equivalent in AUD of such USD amount
converted at the Bank’s Sydney office
spot rate of exchange for the purchase
of United States Dollars with AUD on
the relevant date. The Bank’s
determination as to the Bank’s spot
rate of exchange from time to time
shall be conclusive in the absence of
manifest error;
	 
	 	 	 	 
	“Bank’s Lending Office”

	 	-
	 	in the case of that portion of the
Advance made available to Simsmetal
Finance Limited, the branch of the Bank
situated at 48 Martin Place, Sydney or
such other office located in Australia
which the Bank may in its absolute
discretion determine; in the case of
that portion of the advance made
available to Simsmetal USA Corporation,
the branch of the Bank situated at
Suite 700, 600 Wiltshire Boulevard, Los
Angeles or such other office located in
the United States which the Bank may in
its absolute discretion determine;





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	“Dividends”

	 	-
	 	means in any financial year, with
respect to the Sims Group, the sum of
dividends declared and paid by Members
to entities other than Members;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	AUD10,000,000.00;
	 
	 	 	 	 
	“Drawdown Period”

	 	-
	 	the period from the date of this
Agreement up to and including 31
December 1991;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	utilisation of the Amortising USD
Term Loan Facility as provided for in
this Appendix;
	 
	 	 	 	 
	“Excess Operating Cash Flow”

	 	-
	 	means for any financial year, with
respect to the Sims Group, the amount
by which Operating Cash Flow exceeds
the aggregate of Dividends and the
amount of the Scheduled Payment payable
on the next Scheduled Payment Date (and
the amount of the Additional Scheduled
Payment, if any, payable on the next
Additional Scheduled Payment Date, if
any);
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the amount in USD of the Advance less
the aggregate of repayments made under
Clause 7 of this Appendix;
	 
	 	 	 	 
	“Interest Determination Date”

	 	-
	 	the second Business Day prior to the
commencement of each Interest Period;
	 
	 	 	 	 
	“Interest Payment Date”

	 	-
	 	each day on which interest is
required to be paid by the Borrower in
accordance with Clause 5(a);
	 
	 	 	 	 
	“Interest Period”

	 	-
	 	the period from the date hereof until
30 January 1992 and thereafter the
period from one Interest Payment Date
to the next Interest Payment Date;
	 
	 	 	 	 
	“Mandatory Repayment”

	 	-
	 	a repayment of the Advance (or part
thereof) required under Clause 7(c);
	 
	 	 	 	 
	“Optional Repayment’

	 	-
	 	a repayment of the Advance (or part
thereof) which may be made under Clause
7(e);
	 
	 	 	 	 
	“Schedule”

	 	-
	 	the schedule to this Appendix;
	 
	 	 	 	 
	‘Scheduled Repayment”

	 	-
	 	a repayment of the Advance (or part
thereof) required under Clause 7(b)(i)
or (ii);
	 
	 	 	 	 
	“Scheduled Repayment Date”

	 	-
	 	has the meaning described in Clause
7(b)(i) or (ii);





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	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Australian City office
spot rate of exchange for the purchase
of United States Dollars with AUD two
Business Days before the relevant date
for calculating an AUD Equivalent. The
Bank’s determination as to the Spot
Rate of Exchange from time to time
shall be conclusive in the absence of
manifest error.
	 
	 	 	 	 
	“USD Equivalent”

	 	-
	 	in respect of an AUD amount, the
equivalent in USD of such AUD amount
converted at the Bank’s Sydney Office
spot rate of exchange for the purchase
of AUD with USD on the relevant date.
The Bank’s determination as to the
Bank’s spot rate of exchange from to
time shall be conclusive in the absence
of manifest error.







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of the Amortising USD Term Loan Facility
	 
	 	 	The Borrower shall execute such authorities as are required by the Bank before utilisation
of the Amortising USD Term Loan Facility.
	 
	3.	 	Drawdown Notice
	 
	 	 	Only two Drawdown Notices may be given by the Borrower pursuant to Clause 2.01 of the Master
Agreement with respect to the utilisation of the Amortising USD Term Loan Facility. If the
Borrower elects to give such Drawdown Notices they must be given not later than 2.00 p.m.
(Sydney time) on the date of this Agreement and:






	 	(a)	 	One Accommodation Notice must be given by Simsmetal Finance Limited specifying
the Accommodation to be granted to it as being a portion of the Advance in the amount
of the USD Equivalent of AUD10,000,000;
	 
	 	(b)	 	One Accommodation Notice must be given by Simsmetal USA Corporation specifying
the Accommodation to be granted to it as being a portion of the Advance in the amount
of the USD Equivalent of AUD25,000,000;
	 
	 	(c)	 	Each Accommodation Notice must specify the Accommodation Date as the date of
this Agreement (such specification to which the Bank agrees).






	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Amortising USD Term Loan Facility on a particular date
shall be the AUD Equivalent of the Advance.




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	5.	 	Interest






	 	(a)	 	The Borrower will pay interest on the Existing Accommodation calculated from
the date the Advance is drawn down. Interest shall be payable on each Interest Payment
Date, the first Interest Payment Date being 30 January 1992 and each subsequent
Interest Payment Date falling three calendar months after the preceding Interest
Payment Date and on the last day of the Availability Period or the date the Advance is
fully repaid (whichever is the first to occur). If any Interest Payment Date would
otherwise fall on a day which is not a Business Day, it shall be postponed to the next
Business Day unless it would thereby fall in the next calendar month; in such event,
the Interest Payment Date shall be the immediately preceding Business Day and each
subsequent Interest Payment Date (except where such subsequent Interest Payment Date is
the date the Advance, is fully repaid or the date of the end of the Term) shall be the
last Business Day of the third consecutive calendar month after the calendar month in
which the preceding Interest Payment Date shall have fallen.
	 
	 	(b)	 	In relation to that portion of the Advance to be granted to Simsmetal Finance
Limited, the rate of interest from time to time payable in respect of the relevant
Existing Accommodation shall be determined by the Bank, on each Interest Determination
Date as being:-






	 	(i)	 	[*] per annum above the Singapore Inter-Bank Offered Rate
(“SIBOR”) figure quoted to the Bank for deposits of USD in the Singapore
Inter-Bank Market at or about 11.00 am Sydney time on the relevant Interest
Determination Date for a period equal to or approximately equal to the Interest
Period for the relevant Existing Accommodation and for an amount equal to or
approximately equal to the amount of the relevant Existing Accommodation; or
	 
	 	(ii)	 	if on any Interest Determination Date the SIBOR figure referred
to in sub-paragraph (i) above is unavailable, the rate of interest for the
relevant Interest Period shall be [*] per annum above the London Inter-Bank
Offered Rate (“LIBOR”) figure quoted to the Bank for deposits of USD in the
London Inter-Bank Market at or around 11.00 am London time on the relevant
Interest Determination Date for a period equal to or approximately equal to the
Interest Period for the relevant Existing Accommodation and for an amount equal
to or approximately equal to the amount of the relevant Existing Accommodation;
or
	 
	 	(iii)	 	if on any Interest Determination Date both the SIBOR figure
referred to in sub-paragraph (i) above and LIBOR figure referred to in
sub-paragraph (ii) above are unavailable, the rate of interest for the relevant
Interest Period shall be the USD Deposit Rate as shown on the Reuters Screen
page CBAC at 11.00 am Sydney time on the relevant Interest Determination Date
for a period equal to or approximately equal to the Interest Period for the
relevant Existing Accommodation and for an




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51









 






	 	 	 	amount equal to or approximately equal to the amount of the relevant
Existing Accommodation.






	 	(c)	 	In relation to that portion of the portion of the Advance to be granted to Sims
USA Corporation, the rate of interest from time to time payable in respect of the
Existing Accommodation shall be determined by the Bank, on each Interest Determination
Date as being:-






	 	(i)	 	[*] per annum above the London Inter-Bank Offered Rate
(“LIBOR”) figure quoted to the Bank for deposits of USD in the London
Inter-Bank Market at or around 11.00 am London time on the relevant Interest
Determination Date for a period equal to or approximately equal to the Interest
Period for the relevant Existing Accommodation and for an amount equal to or
approximately equal to the amount of the relevant Existing Accommodation; or
	 
	 	(ii)	 	if on any Interest Determination Date the LIBOR figure referred
to in sub-paragraph (i) above is unavailable, the rate of interest for the
Relevant Interest Period shall be [*] per annum above the New York Inter-Bank
Offered Rate (“NYBOR”) figure quoted to the Bank for deposits of USD in the New
York Inter-Bank Market at or around 11.00 am New York time on the relevant
Interest Determination Date for a period equal to or approximately equal to the
Interest Period for the relevant Existing Accommodation and for an amount equal
to or approximately equal to the amount of the relevant Existing Accommodation;
or
	 
	 	(iii)	 	if on any Interest Determination Date both the LIBOR figure
referred to in sub-paragraph (i) above and NYBOR figure referred to in
sub-paragraph (ii) above are unavailable, the rate of interest for the relevant
Interest Period shall be the USD Deposit Rate as shown on the Reuters Screen
page CBAC at 11.00 am Sydney time on the relevant Interest Determination Date
for a period equal to or approximately equal to the Interest Period for the
relevant Existing Accommodation and for an amount equal to or approximately
equal to the amount of the relevant Existing Accommodation.






	 	 	 	In these Clauses 5(b) and (c) “relevant Existing Accommodation” means: on the first
Interest Determination Date, the relevant portion of the Advance; and on each
subsequent Interest Determination Date, the Existing Accommodation of the relevant
portion of the Advance.
	 
	 	(d)	 	The rate of interest calculated as in sub-clause 3(b) and (c) above shall apply
to the Interest Period immediately following the Interest Determination Date and shall
be promptly notified in writing by the Bank to the Borrower.
	 
	 	(e)	 	Interest will be calculated on the actual number of days elapsed and on the
basis of the year of three hundred and sixty (360) days.




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	6.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank in relation to the USD Amortising Term Loan Facility the
fees which are specified in Part 5 of the Schedule to the Master Agreement.
	 
	7.	 	Repayment






	 	(a)	(i) 	 	Subject to any provision of the Master Agreement or this Appendix the
Borrower will repay the Existing Accommodation at the end of the Availability Period.





	 	(ii)	 	The Existing Accommodation, all interest and any other moneys
owing or payable in respect of the Existing Accommodation by the Borrower to
the Bank pursuant to this Appendix will be repaid or paid at the due date for
payment of those moneys in USD in immediately available funds not later than
10.00 am (local time) to the relevant Bank’s Lending Office. The Borrower
agrees that it will use its reasonable endeavours to ensure that the Bank has
the opportunity to quote for the supply of any USD required by the Borrower to
meet its obligations under this Agreement.
	 
	 	(iii)	 	All payments to be made by the Borrower under this Agreement
will be made without any set-off or counter-claim.






	 	(b)	 	Scheduled Repayments






	 	(i)	 	On each of the dates (each a “Scheduled Repayment Date”) set
out in Column I of the Schedule the Borrower will make a repayment of capital
of the Existing Accommodation to the Bank of the amount (each a “Scheduled
Repayment”) set opposite each Scheduled Repayment Date in Column II of the
Schedule.
	 
	 	(ii)	 	Subject to Clause 7(b)(iii) if the cash flows, budget figures
and other management accounts provided to the Bank pursuant to Clause 6.1 of
the Negative Pledge Agreement show that for any of the years ending 31 October
1993, 31 October 1994, 31 October 1995 and 31 October 1996:-






	 	(a)	 	there is sufficient Operating Cash Flow to
enable the Scheduled Repayment of AUD2,500,000 next due in accordance
with Clause 7(b)(i) to be paid by two instalments on 1 May and 31
October each year; and
	 
	 	(b)	 	such payments would not adversely effect the
Sims Group’s ability to meet its budgeted capital expenditure,
investment and other expenses (whether of a capital or income nature)
for that year,






	 	 	 	the Borrower must, if the Bank by written notice at any time prior to 30
April in that year requires, pay to the Bank the Scheduled Repayment next
due in accordance with Clause 7(b)(i) by two equal instalments, the first





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	 	 	 	on the later of 1 May and the date which is 14 days after notification from
the Bank and the second on 31 October in that year.
	 
	 	(iii)	 	The Bank must consult with the Borrower before issuing any
notice pursuant to Clause 7(b)(ii) and may not issue such a notice if the
Borrower is able to show to the Bank’s satisfaction (in its absolute
discretion) that notwithstanding the management accounts such payment would
adversely effect the Sims Group’s ability to meet its budgeted capital
expenditure, investment and other income and capital expenses for that year.






	 	(c)	 	Mandatory Repayments
	 
	 	 	 	Where an Excess Operating Cash Flow results in any one financial year (excluding the
financial year ending 30 June 1992), the Borrower will make a repayment of capital
of the Advance to the Bank of an amount (each a “Mandatory Repayment”) calculated as
follows:-






	 	(i)	 	for the year ending 31 October 1993, the USD Equivalent of 25%
of the Excess Operating Cash Flow or the USD Equivalent of AUD1.25 million,
whichever is the lesser; and
	 
	 	(ii)	 	for each year thereafter, the USD Equivalent of 50% of the
Excess Operating Cash Flow or the USD Equivalent of AUD2,500,000 whichever is
the lesser.





Payments under Clause 7(c)(i) and (ii) above are to be applied firstly against the
Scheduled Repayment payable on 31 October 1996 until that amount is repaid and
thereafter, in order, against the Scheduled Repayments payable on 31 October 1995,
31 October 1994, 31 October 1993 and 31 October 1992 as set out in the Schedule
respectively until such amounts are repaid such that payments so appropriated will
reduce the Scheduled Repayments payable on each respective Scheduled Repayment Date
against which payments have been so appropriated and like appropriations will be
made against repayment obligations of the Borrower under Clause 7(b)(ii).




Mandatory Repayments are to be made within 30 days after completion of the audited
annual statements of the Borrower.



	 	(d)	 	Deferral
	 
	 	 	 	Notwithstanding anything in Clause 7(b) above, if:-






	 	(i)	 	the Borrower, is able to show to the Bank’s satisfaction (in
its absolute discretion) that making the whole or part of a Scheduled Repayment
pursuant to Clause 7(b) (i) and (ii) would have a material adverse impact on
the Sims Group businesses or their development; and





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	 	(ii)	 	the Borrower has pursuant to Clause 7(c) made payments in the
same financial year as the Scheduled Repayment referred to in Clause 7(d)(i)
above was to have been made which are not less than the amount of the Scheduled
Repayment,






	 	 	 	the Borrower may defer the whole or any part of the said Scheduled Repayment
required to be paid under Clause 7(b) (i) or (ii) above for a period of twelve
months.
	 
	 	(e)	 	Optional Repayments
	 
	 	 	 	The Borrower may elect on any Interest Payment Date to make a repayment of capital
of the Existing Accommodation to the Bank (each an “Optional Repayment”) provided
that:-






	 	(i)	 	any such repayment must be in a minimum amount of USD1,000,000
and be an integral multiple of USD1,000,000; and
	 
	 	(ii)	 	thirty (30) calendar days prior written notice of the proposed
repayment must be given to the Bank at the Bank’s Lending Office which notice
shall be irrevocable.






	 	 	 	The amount of any Optional Repayment shall be applied against the immediately next
occurring Scheduled Repayment (or additional Scheduled Repayment, if any) and
thereafter against successive Schedule Repayments (or additional Scheduled
Repayments, if any).






	 	(f)	 	Any repayment made under this Clause 7 will reduce the Accommodation Limit by
the amount of the repayment.






	8.	 	RBA Approval
	 
	 	 	The Borrower will obtain all necessary approvals from the Reserve Bank of Australia with
regard to any Exchange Control restrictions for any Existing Accommodation or otherwise
PROVIDED THAT if at any time in relation to any payment becoming due (whether of principal
or interest) Exchange Control restrictions imposed by the Reserve Bank of Australia shall
prohibit that payment being made in accordance with Clause 7(a)(ii) of this Appendix and
Clause 6 of the Master Agreement the Borrower shall make reasonable efforts to remove that
prohibition and if unsuccessful therein shall (unless otherwise requested by the Bank) on
the due date in the case of principal or within three days of the due date in the case of
interest deposit with the Bank at the Sydney branch of the Bank that amount of Australian
Dollars as would purchase the required amount of United States Dollars at the Bank’s Sydney
office spot selling rate of exchange for the purchase of USD with AUD on the day the deposit
is made or if there is no such rate quoted by the Bank on that day then at such rate last
quoted by the Bank and immediately upon such prohibition being lifted (in whole or in part)
and the Bank being able to quote a rate for sale of United States Dollars the Borrower shall
purchase and shall be permitted





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	 	 	to use the aforesaid deposit in or towards the purchase from the Bank of the required amount
of USD at the Bank’s Sydney office spot selling rate of exchange for the purchase of USD,
with AUD two Business Days prior to the date the remittance is made of so much of the
relevant payment (together with additional interest accrued thereon) as can then be lawfully
remitted.





	 	 	 	 	 	 	 
	SCHEDULE
	 	 	 	 	COLUMN II
	 	 	 	 	USD EQUIVALENT
	COLUMN I	 	 	 	OF AUD $ MILLION
	31 October 1992
	 	 	 	 	2.5	 
	31 October 1993
	 	 	 	 	2.5	 
	31 October 1994
	 	 	 	 	2.5	 
	31 October 1995
	 	 	 	 	2.5	 
	31 October 1996
	 	 	 	 	25.0	 






	 	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 	 	 






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FOREIGN BILLS NEGOTIATED FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to Clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate
of the rate payable pursuant to
Clause 6 of this Appendix and the
Margin as specified in Part 5 of
the Schedule to the Master
Agreement;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of any one currency,
the equivalent in AUD of the sum
expressed in that currency
converted at the Bank’s Spot Rate
of Exchange;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of a Foreign Bill,
the AUD Equivalent of the
Proceeds of Negotiation of such
Foreign Bill;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the Foreign
Bills Negotiated Facility as
provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate, in the
currencies in which they are then
denominated, of the Proceeds of
Negotiation of each Foreign Bill
negotiated by the Bank hereunder
in respect of which the Bank has
not been reimbursed;
	 
	 	 	 	 
	“Foreign Bill”

	 	-
	 	a negotiable instrument
(whether clean or documentary)
where the party named as drawee
is not a resident of Australia
which is in a form satisfactory
to the Bank;
	 
	 	 	 	 
	“Foreign Bills Negotiated Facility”

	 	-
	 	the agreement by the Bank
hereunder to negotiate Foreign
Bills;
	 
	 	 	 	 
	“Proceeds of Negotiation”

	 	-
	 	the sum paid to the Borrower
being the proceeds of negotiation
of a Foreign Bill negotiated
pursuant to the Foreign Bills
Negotiated Facility; and






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	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Sydney office spot
rate of exchange for the purchase
of the relevant currency with AUD
two Business Days before the
relevant date for calculating an
AUD Equivalent. The Bank’s
determination as to the Spot Rate
of Exchange from time to time
shall be conclusive in the
absence of manifest error.







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of Foreign Bills Negotiated Facility
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Foreign Bills Negotiated Facility.
	 
	3.	 	Accommodation Particulars
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as
are required by the Bank on the application forms and authorities which the Bank requires to
be completed by the Borrower prior to the establishment of the relevant Foreign Bill.
	 
	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the Foreign Bills Negotiated Facility on a particular date
shall be the aggregate AUD Equivalent on such date of the Proceeds of Negotiation of each
Foreign Bill negotiated by the Bank hereunder in respect of which the Bank has not been
reimbursed on such date.
	 
	5.	 	Drawings
	 
	 	 	Upon the Bank’s usual terms and conditions and the terms and conditions of this Agreement,
the Bank shall negotiate Foreign Bills duly presented to the Bank for negotiation under the
terms of this Agreement and shall pay the Proceeds of Negotiation to the account or accounts
nominated pursuant to Clause 2.01(e) of the Master Agreement.
	 
	6.	 	Interest
	 
	 	 	The Borrower shall pay to the Bank interest on the Proceeds of Negotiation of each Foreign
Bill negotiated hereunder for the period from the date of negotiation until the date of
reimbursement at the rate quoted by the Bank and accepted by the Borrower prior to
negotiation of the Foreign Bill by the Bank.





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	7.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank the Bank’s usual fees for negotiating Foreign Bills.
	 
	8.	 	Indemnity
	 
	 	 	The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times
indemnified against any loss or expense incurred by the Bank if a Foreign Bill negotiated
hereunder is not paid according to its tenor.





	 	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 	 	 
	
 

For and on behalf of
	 	 	 	 

	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 	 	 





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USD OVERDRAFT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to Clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn on the USD
Overdraft Account;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate
of the Margin as specified in Part
5 of the Schedule to the Master
Agreement and the US Reference
Rate plus [*] per annum;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of USD, the
equivalent in AUD of a sum of USD
converted at the Spot Rate of
Exchange;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the
AUD Equivalent of the amount
specified in the Accommodation
Particulars of that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the USD
Overdraft Facility as provided for
in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the debit balance existing in
the USD Overdraft Account on the
relevant date;
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Sydney office spot
rate of exchange for the purchase
of USD with AUD two Business Days
before a date upon which an AUD
Equivalent is to be calculated.
The Bank’s determination of such
rate of exchange from time to time
shall be conclusive in the absence
of manifest error;
	 
	 	 	 	 
	“USD Overdraft Account”

	 	-
	 	the account in the name of the
Borrower referable to the USD
Overdraft Facility; and
	 
	 	 	 	 
	“USD Overdraft Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advances.






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60









 






	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of USD Overdraft Facility
	 
	 	 	The Borrower shall execute an account authority and signature card as required by the Bank
before the first utilisation of the USD Overdraft Facility.
	 
	3.	 	Accommodation Particulars
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are the amount in USD of
any proposed Advance.
	 
	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the USD Overdraft Facility on a particular date shall be
the AUD Equivalent of the debit balance existing in the USD Overdraft Account on such date.
	 
	5.	 	Drawings
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time at its discretion
impose, Advances shall be made available on the relevant Accommodation Date. Each Advance
shall be made by the office of the Bank’s main branch in the Overseas City or such other
office as the Bank may in its absolute discretion determine.
	 
	6.	 	Interest
	 
	 	 	Interest on the USD Overdraft Account shall be computed daily on the basis of a 360 day year
and shall be payable at such time and from time to time as required by the Bank. The rate
of interest shall be the US Reference Rate plus [*] per annum. Any change in such rate
shall take effect at the opening of business on the effective date of such change.
	 
	7.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank in relation to the USD Overdraft Facility the fees which
are specified in Part 5 of the Schedule to the Master Agreement.
	 
	8.	 	Payment of Interest and Fees
	 
	 	 	The Bank may debit any amount payable pursuant to Clauses 6 or 7 of this Appendix to the USD
Overdraft Account and any such debiting shall be deemed, without the necessity for the
giving of a Drawdown Notice, to be an Advance.
	 
	9.	 	Repayment





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	 	(a)	 	Notwithstanding any other provision of this Agreement the Existing
Accommodation of the USD Overdraft Facility shall be payable by the Borrower on demand
by the Bank within seven (7) days of the service of the notice. Without limiting the
foregoing, upon or immediately after making any such demand the Bank may also notify
the Borrower that the obligation of the Bank to provide any further Accommodation
hereunder is cancelled forthwith, whereupon the same shall be so cancelled forthwith.
	 
	 	(b)	 	Subject to clause 9(a) the Borrower may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be
repaid in full not later than the last day of the Availability Period.






	10.	 	Payments
	 
	 	 	All payments by the Borrower in respect of the USD Overdraft Facility shall be made in USD.





	 	 	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 

For and on behalf of
	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	 	COMMONWEALTH BANK OF AUSTRALIA	 	 
	 
	 	 	 	 	 	 
	
 

For and on behalf of
	 	 	 	 
	 	 
	SIMSMETAL USA CORPORATION
	 	 	 	 	 	 






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USD REVOLVING ADVANCE FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.





	1.01	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:-





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to Clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn on the USD
Revolving Advance Account;
	 
	 	 	 	 
	“Applicable Rate”

	 	-
	 	the rate equal to the aggregate
of the Margin as specified in Part
5 of the Schedule to the Master
Agreement and the US Reference
Rate plus [*] per annum;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of USD, the
equivalent in AUD of a sum of USD
converted at the Spot Rate of
Exchange;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the
AUD Equivalent of the amount
specified in the Accommodation
Particulars of that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the USD
Revolving Advance Facility as
provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the debit balance existing in
the USD Revolving Advance Account
on the relevant date;
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Sydney office spot
rate of exchange for the purchase
of USD with AUD two Business Days
before a date upon which an AUD
Equivalent is to be calculated.
The Bank’s determination of such
rate of exchange from time to time
shall be conclusive in the absence
of manifest error;
	 
	 	 	 	 
	“USD Revolving Advance Account”

	 	-
	 	the account in the name of the
Borrower referable to the USD
Revolving Advance Facility; and






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	“USD Revolving Advance Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advances.







	1.02	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	Utilisation of USD Revolving Advance Facility
	 
	 	 	The Borrower shall execute an optional advance note required by the Bank before the first
utilisation of the USD Revolving Advance Facility.
	 
	3.	 	Accommodation Particulars
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice (which may take the form
of an oral or written request by an authorised officer of the Borrower made pursuant to an
optional advance note) are the amount in USD of any proposed Advance.
	 
	4.	 	Outstanding Accommodation
	 
	 	 	The Outstanding Accommodation of the USD Revolving Advance Facility on a particular date
shall be the AUD Equivalent of the debit balance existing in the USD Revolving Advance
Account on such date.
	 
	5.	 	Drawings
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time at its discretion
impose, Advances shall be made available on the relevant Accommodation Date. Each Advance
shall be made by the office of the Bank’s main branch in the Overseas City or such other
office as the Bank may in its absolute discretion determine.
	 
	6.	 	Interest
	 
	 	 	Interest on the USD Revolving Advance Account shall be computed daily on the basis of a 360
day year and shall be payable at such time and from time to time as required by the Bank.
The rate of interest shall be the US Reference Rate plus [*] per annum. Any change in such
rate shall take effect at the opening of business on the effective date of such change.
	 
	7.	 	Fees
	 
	 	 	The Borrower shall pay to the Bank in relation to the USD Revolving Advance Facility the
fees which are specified in Part 5 of the Schedule to the Master Agreement.





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	8.	 	Payment of Interest and Fees
	 
	 	 	The Bank may debit any amount payable pursuant to Clauses 6 or 7 of this Appendix to the USD
Revolving Advance Account and any such debiting shall be deemed, without the necessity for
the giving of a Drawdown Notice, to be an Advance.
	 
	9.	 	Repayment






	 	(a)	 	Notwithstanding any other provision of this Agreement the Existing
Accommodation of the USD Revolving Advance Facility shall be payable by the Borrower on
demand by the Bank within seven (7) days of the service of the notice. Without
limiting the foregoing, upon or immediately after making any such demand the Bank may
also notify the Borrower that the obligation of the Bank to provide any further
Accommodation hereunder is cancelled forthwith, whereupon the same shall be so
cancelled forthwith.
	 
	 	(b)	 	Subject to Clause 9(a) the Borrower may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be
repaid in full not later than the last day of the Availability Period.






	10.	 	Payments
	 
	 	 	All payments by the Borrower in respect of the USD Revolving Advance Facility shall be made
in USD.





	 	 	 	 	 
	 

For and on behalf of

	 	 	 	 
 For
and on behalf of
	SIMSMETAL FINANCE LIMITED

	 	 	 	COMMONWEALTH BANK OF AUSTRALIA
	 
	 	 	 	 
	
 

For and on behalf of
	 	 	 	
 
 
	SIMSMETAL USA CORPORATION
	 	 	 	 





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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.



Commonwealth Bank of Australia

ACN 123 123 124




Corporate Centre Sydney NSW




	 	 	 	 	 
	Level 4

	 	PO Box 2719
	 	Telephone (02) 227 3118
	48 Martin Place

	 	Sydney
	 	Facsimile (02) 227 5081
	Sydney

	 	New South Wales 2001
	 	Telex AA 120345
	New South Wales 2000

	 	 	 	Cable Comtrabank
	Australia

	 	 	 	DX 1020 Sydney






General Manager

Finance & Administration

Level 6

Simsmetal House

41 McLaren Street

NORTH SYDNEY NSW 2060




Attention: Mr Ross Cunningham




4 February 1993




Dear Sir




AUD 57.5M Credit Facilities — Transaction Documents



We refer to recent discussions and confirm the following amendments to transaction documents
relative to the above facilities.



NEGATIVE PLEDGE DEED DATED 29 OCTOBER 1991 BETWEEN COMMONWEALTH BANK OF AUSTRALIA (“THE BANK”),
SIMSMETAL LIMITED AND THE COMPANIES NAMED IN SCHEDULE 1 OF THE NEGATIVE PLEDGE DEED.



Subject to conditions stipulated below, the Bank agrees to amendment of the Negative Pledge Deed as
follows:




Clause 4 (e) and (f)



Clause 4(e) and (f) are amended by the insertion in the first sentence of each clause immediately
after the words “The ratio of Operating Cash Flow ... “ the words “ ... plus cash on hand at the
beginning of the 12 months period ...”.



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2

FACILITY AGREEMENT DATED 29 OCTOBER 1991 BETWEEN COMMONWEALTH BANK OF AUSTRALIA (“THE BANK”),
SIMSMETAL FINANCE LIMITED AND SIMSMETAL USA CORPORATION.


Subject to the conditions stipulated below, the Bank agrees to amendment of the Facility Agreement
as follows:





	1.	 	Part 4 of the Schedule to the Facility Agreement is amended as follows:





	 	 	 	 	 
	Column 1	 	 	 	Column 2
	Facilities	 	 	 	Accommodation Limit
	(b) AUD Overdraft Facility:

	 	 	 	Delete AUD3,000,000
	 

	 	 	 	Insert AUD1,000,000







	2.	 	Part 5 of the Schedule to the Facility Agreement is amended as follows:






	 	a)	 	Line Fee


delete [*] in line four of paragraph a(i) and insert [*] in
lieu.




The Bank’s agreement to the above amendments is conditional upon acceptance of this letter by the
companies named in the Schedule within 14 days of the sale hereof. Acceptance is to be indicated
by execution on behalf of the said companies on the duplicate of this letter attached hereto and
return thereof to our office at Level 4, 48 Martin Place, Sydney.




Yours sincerely



G N Emerson

Senior Manager, Corporate (NSW)



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SCHEDULE





	•	 	Simsmetal Finance Limited — ACN 052 931 218
	 
	•	 	Simsmetal Holdings Pty Limited — ACN 000 021 563
	 
	•	 	Sims Products Holdings Pty Limited — ACN 000 090 479
	 
	•	 	Universal Inspection & Testing Co Pty Limited — ACN 000 554 656
	 
	•	 	Simsmetal Services Pty Limited — ACN 000 166 987
	 
	•	 	Simsmetal (Qld) Pty Limited — ACN 009 667 752
	 
	•	 	H & D Metals Pty Limited — ACN 004 332 870
	 
	•	 	Simsmetal USA Corporation
	 
	•	 	Sims Asia Holdings Limited
	 
	•	 	Simsmetal Limited (Hong Kong)
	 
	•	 	LMC International, Inc
	 
	•	 	Simsmetal Limited — ACN 008 634 526






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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.



DATED 14 MARCH, 1994




SIMSMETAL FINANCE LIMITED

A.C.N. 052 931 218




SIMSMETAL USA CORPORATION




AND




COMMONWEALTH BANK OF AUSTRALIA

A.C.N. 123 123 124



 



AMENDING AGREEMENT


 




L E TAYLOR

Solicitor

Tenth Floor

Bank House

309 George Street

SYDNEY NSW 2000




Telephone: 227-4720

Reference: RPR — 1103m




DX 1440 SYDNEY

Facsimile: 227 4792


[*] Confidential Treatment Requested










 



 1.


AMENDING AGREEMENT



THIS AGREEMENT is made on the 14th day of March, 1994



BETWEEN



SIMSMETAL FINANCE LIMITED A.C.N. 052 931 218 of Level 6, 41 McLaren Street, North Sydney; SIMSMETAL
USA CORPORATION a company incorporated in the State of Delaware, United States of America and
having an office at 600 South Fourth Street, Richmond, California (individually and collectively
known as the “Borrower”)



AND



COMMONWEALTH BANK OF AUSTRALIA A.C.N. 123 123 124 of 48 Martin Place, Sydney, (“Bank”)



RECITES:-





	A.	 	By an agreement dated 29 October 1991 (the “Original Agreement”) between the Borrower and the
Bank, the Bank agreed to provide certain financial accommodation to the Borrower on the terms
and conditions set out in the Original Agreement.
	 
	B.	 	By letter dated 4 February 1993 from the Bank, the Original Agreement was varied as set out
in that letter.
	 
	C.	 	The parties have agreed to vary the Original Agreement upon the terms and conditions set out
in this agreement.




WITNESSES:-





	1.	 	DEFINITIONS
	 
	1.1	 	Unless the context otherwise requires, defined terms in the Original Agreement shall have the
same meaning when used in this agreement.
	 
	2.	 	VARIATION
	 
	2.1	 	Part 1 of the Schedule of the Original Agreement shall be amended by deleting “AUD60,000,000”
and inserting in lieu “AUD25,000,000 and the AUD equivalent of USD25,000,000”.
	 
	2.2	 	Part 4 of the Schedule of the Original Agreement shall be amended as follows:-






	 	(a)	 	In column 2 of paragraph (b) the words “AUD3,000,000” shall be deleted and the
words “AUD1,000,000” inserted in lieu;




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 2.



	 	(b)	 	In column 2 of paragraph (i) the words “Balance of Accommodation” shall be
deleted and the words “the AUD Equivalent of USD 25,000,000” shall be inserted in lieu.






	2.3	 	Part 5 of the Schedule of the Original Agreement shall be amended as follows:-






	 	(a)	 	in paragraph (a)(i) the figures [*] shall be deleted and the figures [*] shall
be inserted in lieu and on the sixth line of that paragraph “(i)” shall be deleted and
“(h)” inserted in lieu;
	 
	 	(b)	 	renumbering the existing paragraph (a)(ii) as “(iii)” and inserting a new
paragraph (a)(ii) as follows:-






	 	“(ii)	 	On and from 1 February 1994, a line fee calculated and payable
quarterly in advance at the rate of [*] per annum on USD25,000,000 (as reduced
by the amount of any cancellation under Clause 4 in respect of the Facility
numbered (i) in Parts 2, 3 and 4 of the Schedule)”;






	 	(c)	 	in paragraph (d) the words [*] shall be deleted and the words [*] shall be
inserted in lieu;
	 
	 	(d)	 	in paragraph (g) the words [*] shall be deleted and the words [*] shall be
inserted in lieu.






	2.4	 	The Amortising USD Term Loan Facility Appendix of the Original Agreement shall be deleted and
all drawings under that Facility shall be deemed to be drawings under the USD Revolving
Advance Facility on and from the date of this agreement.
	 
	2.5	 	Clause 5.02 of the Original Agreement shall be amended by deleting the words “Amortising USD
Term Loan Facility” and inserting in lieu “USD Revolving Advance Facility”.
	 
	3.	 	CONFIRMATION
	 
	 	 	In all other respects the parties confirm the terms and conditions of the Original Agreement
as varied by the letter referred to in Recital B.
	 
	4.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of New South Wales
and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South
Wales and any courts of appeal from them.




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 3.


	 	 	 	 	 	 	 	 	 
	EXECUTED as an agreement
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	                              its duly authorised attorney under power

	 	 	)	 	 	 	 	 
	
of attorney dated
                who
by his execution hereof

	 	 	)	 	 	 	 	 
	
certifies that he has no  notice of the revocation of the

	 	 	)	 	 	 	 	 
	
said power of attorney and in the presence of
	 	 	)	 	 	 
	 	 
	

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of Witness

	 	 	 	 	 	 	 	 




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 4.


	 	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	                              its duly authorised attorney under power

	 	 	)	 	 	 	 	 
	
of attorney dated
                who
by his execution hereof certifies that

	 	 	)	 	 	 	 	 
	 he has no notice of the revocation of the said power of attorney

	 	 	)	 	 	 	 	 
	and in the presence of

	 	 	)	 	 	 	 	 
	

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	                              its duly authorised attorney under power

	 	 	)	 	 	 	 	 
	
of attorney dated
                 who by his execution hereof certifies

	 	 	)	 	 	 	 	 
	
that he has no  notice of the revocation of
the said power of attorney

	 	 	)	 	 	 	 	 
	  and in the presence of

	 	 	)	 	 	 	 	 
	

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of Witness

	 	 	 	 	 	 	 	 






[*] 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.




DATED 28 APRIL 1994




SIMSMETAL FINANCE LIMITED




SIMSMETAL USA CORPORATION




and




SIMSMETAL UK LIMITED




and



COMMONWEALTH BANK OF AUSTRALIA



 





SECOND AMENDING AGREEMENT




 





L E Taylor

Solicitor

10th Floor

309 George Street

SYDNEY NSW 2000




Tel:      (02) 378 4720

Fax:      (02) 378 4792



 [*] Confidential Treatment Requested



 









 





SECOND AMENDING AGREEMENT



THIS AGREEMENT is made on the 28th day of April 1994



BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 MacLaren Street, North Sydney, SIMSMETAL
USA CORPORATION a company incorporated in the State of Delaware, United States of America and
having an office at 600 South Fourth Street, Richmond, California (individually and collectively
known as the “Borrower”)



AND



SIMSMETAL UK LIMITED a company incorporated in the United Kingdom and having an office at Blackpool
Works, Blackpool Road, Peckham, London SE15 3SU (the “Additional Borrower”)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place Sydney (the “Bank”)



RECITES:-





	A.	 	By an agreement dated 29 October 1991 (“Original Agreement”) between the Borrower and the
Bank, the Bank agreed to provide certain financial accommodation to the Borrower on the terms
and conditions set out in the Original Agreement.
	 
	B.	 	By a letter dated 4 February 1993 from the Bank, the Original Agreement was varied as set out
in that letter.
	 
	C.	 	By an Amending Agreement dated 14 March 1994 between the Borrower and the Bank, the Original
Agreement was further varied as set out in the terms of that agreement.
	 
	D.	 	The parties have agreed to vary the Original Agreement again on the terms and conditions set
out in this Agreement.




WITNESSES





	1.	 	DEFINITIONS
	 
	 	 	Unless the context otherwise requires, defined terms in the Original Agreement shall have
the same meaning when used in this Agreement.
	 
	2.	 	VARIATIONS
	 
	 	 	The Original Agreement shall be-amended by deleting the definition of “Borrower” in Clause
1.01 of the Original Agreement and inserting the following in lieu:-




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2









 






	“Borrower” -	 	 each of Simsmetal Finance Limited, Simsmetal USA Corporation and
Simsmetal UK Limited and each or any of them their or any of their successors
or assigns;”






	3.	 	COMMENCEMENT
	 
	 	 	On and from 28 March 1994 the Additional Borrower shall be taken to be a Borrower for the
purposes of the Original Agreement and the Additional Borrower shall have all of the rights
and obligations as the Borrower.
	 
	4.	 	CONFIRMATION
	 
	 	 	In all other respects the parties confirm the terms and conditions of the Original Agreement
as varied by the letters and agreements set out in the Recitals.
	 
	5.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by and construed in accordance with the laws of New South Wales
and the parties agree to submit to the non-exclusive jurisdiction of the courts in New South
Wales and any courts of appeal from them.




EXECUTED as an Agreement



 [*] Confidential Treatment Requested



3









 





	 	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	Director
	was affixed in accordance with its articles

	 	 	)	 	 	 
	of association

	 	 	)	 	 	 
	 

	 	 	)	 	 	Secretary
	 
	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	Director
	was affixed in accordance with its articles

	 	 	)	 	 	 
	of association

	 	 	)	 	 	 
	 

	 	 	)	 	 	Secretary
	 
	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 
	SIMSMETAL UK LIMITED was

	 	 	)	 	 	Director
	affixed in accordance with its articles of

	 	 	)	 	 	 
	association

	 	 	)	 	 	 
	 

	 	 	)	 	 	Secretary
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 
	                              its duly authorised

	 	 	)	 	 	 
	attorney under power of attorney dated

	 	 	)	 	 	 
	                     who by his execution

	 	 	)	 	 	 
	hereof certifies that he has no notice

	 	 	)	 	 	 
	of the revocation of the said power

	 	 	)	 	 	 
	of attorney and in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of Witness

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Name of Witness

	 	 	 	 	 	 





[*] Confidential Treatment Requested



4











 




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.




DATED 21 MARCH 1996




SIMSMETAL FINANCE LIMITED

ACN 052 931 218




SIMSMETAL USA CORPORATION




SIMSMETAL UK LIMITED




SIMSMETAL LIMITED

ACN 008 634 526




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




 





THIRD AMENDING AND

ACCESSION AGREEMENT




 





L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone:      (02) 378 4939

Facsimile:      (02) 378 4792

DX 1440 Sydney



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CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAMES	 	PAGE
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	1.1 Definitions
	 	 	1	 
	 

	 	1.2 Interpretation
	 	 	3	 
	 
	 	 	 	 	 	 
	2.

	 	ACCESSION
	 	 	4	 
	 
	 	 	 	 	 	 
	3.

	 	AMENDMENTS TO FACILITY AGREEMENT
	 	 	4	 
	 
	 	 	 	 	 	 
	4.

	 	CONDITIONS PRECEDENT AND SUBSEQUENT
	 	 	5	 
	 
	 	 	 	 	 	 
	5.

	 	CONSENT
	 	 	6	 
	 
	 	 	 	 	 	 
	6.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	6.1 Representations and warranties
	 	 	6	 
	 

	 	6.2 Reliance on representations and warranties
	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	COSTS AND EXPENSES
	 	 	8	 
	 
	 	 	 	 	 	 
	8.

	 	GOVERNING LAW
	 	 	8	 
	 
	 	 	 	 	 	 
	9.

	 	COUNTERPARTS
	 	 	8	 
	 
	 	 	 	 	 	 
	SCHEDULE 1 - Members	 	 	14	 
	 
	 	 	 	 	 	 
	SCHEDULE 2 - Guarantors And Debtors	 	 	15	 




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THIRD AMENDING AND ACCESSION AGREEMENT



THIS AGREEMENT is made the 21st day of March 1996



BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California and SIMSMETAL UK LIMITED a
company incorporated in the United Kingdom, having an office at Blackpool Works, Blackpool Road,
Peckham, London SE15 3SU (individually and collectively the “Borrower”)



AND



SIMSMETAL LIMITED ACN 008 634 526 of Level 6, 41 McLaren Street, North Sydney, New South Wales
(“Sims”)



AND



THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the Sims Group)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)



RECITALS





	A.	 	The Bank has agreed to provide certain financial accommodation to the Borrower on the terms
and conditions set out in the Facility Agreement.
	 
	B.	 	The parties have agreed to vary the Facility Agreement in the manner and on the terms and
conditions set out in this agreement.
	 
	C.	 	The Members have agreed to consent to the variation of the Facility Agreement in the manner
set out in this agreement.




NOW IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this agreement, unless the contrary intention appears:





	 	 	 	 	 
	“Annexure”

	 	-
	 	the annexure to this agreement;




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2.


	 	 	 	 	 
	“Debtors”

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	“Effective Date”

	 	-
	 	the date on which all the conditions
precedent set out in clause 3 have been
complied with to the satisfaction of the
Bank;
	 
	 	 	 	 
	“Facility Agreement”

	 	-
	 	the agreement named “Facility Agreement”
dated 29 October 1991 between Sims Finance
and Sims USA as borrower and the Bank, as
varied by:
	 
	 	 	 	 
	 

	 	 	 	(a)   letters dated 4 February, 10 June and 29
July 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)   the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance,
Sims USA and the Bank; 

	 
	 	 	 	 
	 

	 	 	 	(c)   the agreement named “Second Amending
Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Sims UK and the Bank; 

	 
	 	 	 	 
	“Group Guarantee”

	 	-
	 	the deed of that name dated on or about
the date of this agreement between the
Guarantors, the Debtors and the Bank;
	 
	 	 	 	 
	“Guarantors”

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	“Members”

	 	-
	 	Sims and the companies named in schedule 1;
	 	 
	“Negative Pledge Agreement”

	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed,
as varied or supplemented by:
	 
	 	 	 	 
	 

	 	 	 	(a)   letters dated 7 April, 1 and 30
September and 18 November 1992 and 4
February and 10 June 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)   the deed named “Negative Pledge
Amendment Deed” dated 14 March 1994 between
the Bank, Sims and the companies named in
schedule 1 of that deed;





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3.


	 	 	 	 	 
	 

	 	 	 	(c)   the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK; and 

	 
	 	 	 	 
	 

	 	 	 	(d)   the Second Accession and Amending Deed;

	 
	 	 	 	 
	“Relevant Companies”

	 	-
	 	the Borrower and the Members;
	 
	 	 	 	 
	“Relevant Documents”

	 	-
	 	this agreement, the Group Guarantee and
the Second Accession and Amending Deed;
	 
	 	 	 	 
	“Second Accession and
Amending Deed”

	 	-
	 	the deed of that name dated on or about
the date of this agreement between Sims and
the other companies named in the schedule to
that deed as members and the Bank;
	 
	 	 	 	 
	“Sims Finance”

	 	-
	 	Simsmetal Finance Limited ACN 052 931 218;
	 
	 	 	 	 
	“Sims UK”

	 	-
	 	Simsmetal UK Limited, a company
incorporated in the United Kingdom;
	 
	 	 	 	 
	“Sims USA”

	 	-
	 	Simsmetal USA Corporation, a company
incorporated in Delaware, United States of
America;
	 
	 	 	 	 
	“Transaction Documents”

	 	-
	 	has the same meaning as in the Negative
Pledge Agreement and includes, without
limitation, the Relevant Documents.







	1.2	 	Interpretation
	 
	 	 	In this agreement, unless the contrary intention appears:






	 	(a)	 	any reference to “this agreement” or “the agreement” includes, where the
context permits, a reference to each schedule and the Annexure;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this agreement as varied or replaced
from time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;




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4.



	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Borrower, the
Members and the Guarantors contained or implied in this agreement bind them and every
two or more of them jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement (as amended by
this agreement) has the same meaning when used in this agreement;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement has the
same meaning when used in this agreement; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this
agreement, then the Bank may withhold that approval, consent or agreement in its
absolute discretion or, where granted, may impose such conditions as the Bank may in
its absolute discretion determine.






	2.	 	ACCESSION
	 
	2.1	 	Subject to clause 4.1, with effect on and from the Effective Date, Sims:






	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as party to the Facility Agreement in the capacity of Borrower; and
	 
	 	(b)	 	agrees to comply with all the terms and conditions of the Facility Agreement.






	2.2	 	For the purposes of clause 2.1, “Facility Agreement” means the Facility Agreement as amended
by this agreement.
	 
	3.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	3.1	 	Subject to clause 4.1, with effect on and from the Effective Date the Facility Agreement is
amended to read as set out in the Annexure.
	 
	3.2	 	Except to the extent amended by this agreement in the manner set out in the Annexure, the
terms and conditions of the Facility Agreement will continue in full force and effect and are
ratified and confirmed by the parties to this agreement.




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5.



	3.3	 	Nothing in this agreement abrogates, prejudices, diminishes or otherwise adversely affects
any rights, remedies, obligations or liabilities of the parties to the Facility Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	4.	 	CONDITIONS PRECEDENT AND SUBSEQUENT
	 
	4.1	 	The amendments to the Facility Agreement as set out in the Annexure will not take effect
until the Bank has received all of the following in form and substance satisfactory to it:






	 	(a)	 	a certified copy of an extract of the minutes of a meeting of the board of
directors and any other corporate authorisations of each Relevant Company which
evidences the resolutions authorising the execution, delivery and observance of
obligations under each Relevant Document and the carrying out of any transaction
contemplated by those documents;
	 
	 	(b)	 	in respect of each Guarantor:






	 	(i)	 	a certified copy of extract of shareholders’ resolution
authorising the giving of the Group Guarantee;
	 
	 	(ii)	 	a declaration of solvency signed by two directors of the
Guarantor;
	 
	 	(iii)	 	a declaration under Part 3.2A of the Corporations Law signed
by two directors of the Guarantor; and






	 	(c)	 	each Relevant Document duly executed.






	4.2	 	Anything required to be certified under clause 4.1 must be certified by the secretary or a
director of the Relevant Company, as the case may be, as being true and complete as at a date
no earlier than the Effective Date.
	 
	4.3	 	Each Relevant Company undertakes to ensure that legal opinions (in form and substance
acceptable to the Bank) in relation to the execution of the Relevant Documents by Sims USA and
Sims UK are furnished to the Bank within three months from the date of this agreement.






	 	(a)	 	The parties agree that failure to comply with clause 4.3(a) will constitute an
Event of Default under the Negative Pledge Agreement and the Facility Agreement.






	4.4	 	If and in so far as it may be beyond the power of any Relevant Company to enter into and/or
be bound by and/or perform its obligations under any Transaction Document, the liability of
any remaining Relevant Company under the Transaction Document will not be thereby discharged,
varied or affected in any way, but the Transaction Document will continue in full force and
effect so far as it relates to any remaining Relevant Company.




[*] Confidential Treatment Requested









 



6.








	5.	 	CONSENT
	 
	 	 	Each Member consents to the amendments to the Facility Agreement as set out in the Annexure.






	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the following representations and warranties for the benefit of
the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of the Transaction Documents to which it is expressed to be a party and
to carry out the transactions contemplated by those documents;
	 
	 	(d)	 	documents binding: each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent
documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






	 	 	 	and, except as may be provided by the Transaction Documents, does not and will not
result in:






	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
defualt,




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7.



	 	 	 	cancellation event, prepayment event or similar event (whatever called)
under any agreement relating to Financial Indebtedness;






	 	(f)	 	accounts:






	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;






	 	(g)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(h)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(i)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of the Transaction Documents to which it is a party and the
transactions contemplated by those documents, have been obtained or effected and are in
full force and effect;
	 
	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at the
date of this agreement and is not, by the omission of information or otherwise,
misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Transaction Documents; and











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8.








	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	6.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered this agreement and has entered
and will enter the other Relevant Documents in reliance on the representations and
warranties in this clause 6.
	 
	7.	 	COSTS AND EXPENSES
	 
	 	 	Each Relevant Company agrees to pay or reimburse the Bank on demand for:






	 	(a)	 	the reasonable expenses of the Bank (including, without limitation, travelling
and out-of-pocket expenses) incurred in connection with the negotiation, preparation,
execution and completion of the Relevant Documents and any subsequent consent,
approval, waiver, amendment, variation, release or discharge;
	 
	 	(b)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, the Relevant Documents (including, without
limitation, any reasonable expenses incurred in retaining consultants to evaluate
matters of material concern to the Bank); and
	 
	 	(c)	 	all stamp duties, fees, taxes and charges which are payable in connection with
the Relevant Documents or a payment, receipt or other transaction contemplated by them,






	 	 	including in each case external and/or inhouse legal costs and expenses on a full indemnity
basis.






	8.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and each of the parties irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of that State and courts of appeal from them.
	 
	9.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as an agreement.


[*] Confidential Treatment Requested










 



 


	 	 	 	 	 	 	 	 	 
	Borrower

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL UK LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested










 



10.


	 	 	 	 	 	 	 	 	 
	Members
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED (in its capacity

	 	 	)	 	 	 	 	 
	as new Borrower and Member) is affixed in

	 	 	)	 	 	 	 	 
	accordance with its articles of association

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

SIMSMETAL SERVICES PTY LIMITED

	 	 	)

)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested










 



11.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	H&D METALS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY LTD

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND

	 	 	)	 	 	 	 	 
	TESTING COMPANY PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested










 



12.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested










 



13.


	 	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	its attorney under power of attorney dated

	 	 	)	 	 	 	 	 
	                    who declares that he is

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of witness

	 	 	 	 	 	Attorney	 	 
	 
	 	 	 	 	 	 	 	 
	 
Name of witness (print)
	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested










 



14.




SCHEDULE 1




(Members)




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Ltd ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905



[*] Confidential Treatment Requested










 



15.




SCHEDULE 2




(Guarantors and Debtors)




Sims




Sims Finance




Sims UK




Sims USA




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Limited ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




[*] Confidential Treatment Requested













 





ANNEXURE




SIMSMETAL FINANCE LIMITED

ACN 052 931 218




SIMSMETAL USA CORPORATION




SIMSMETAL UK LIMITED




SIMSMETAL LIMITED

ACN 008 634 526




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




MULTI OPTION

FACILITY AGREEMENT




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor

Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 378 4939

Facsimile: (02) 378 4792

DX 1440 Sydney

Ref: GDC 1051071



This and the following 70 pages is the annexure referred to in the agreement named “Third Amending
and Accession Agreement” dated 21 March 1996 between Simsmetal Finance Limited, Simsmetal USA
Corporation and Simsmetal UK Limited as borrower, Simsmetal Limited, the companies named in
Schedule 1 to that agreement as members and Commonwealth Bank of Australia




[*] Confidential Treatment Requested




 









 





CONTENTS




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	1	 
	 
	 	1.2	 	Interpretation	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	2.	 	DRAWDOWN NOTICES	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	3.	 	ACCOMMODATION	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	4.	 	FEES AND CANCELLATION	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Accommodation Fee	 	 	10	 
	 
	 	4.2	 	Cancellation	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	5.	 	ANNUAL REVIEW	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	6.	 	PAYMENTS	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	7.	 	TAXES	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	8.	 	INCREASES IN COST	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	9.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.1	 	Various representations and warranties	 	 	14	 
	 
	 	9.2	 	Environmental Law representations and warranties	 	 	14	 
	 
	 	9.3	 	Survival and repetition of representations and warranties	 	 	15	 
	 
	 	9.4	 	Undertakings	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	10.	 	DEFAULT	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	11.	 	AGREEMENT	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	12.	 	STAMP DUTIES AND EXPENSES	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	13.	 	WAIVER	 	 	18	 
	 
	14.	 	CURRENCY INDEMNITY	 	 	19	 






[*] Confidential Treatment Requested




 









 





ii.




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	15.	 	NOTICES	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	16.	 	ADDITIONAL GUARANTOR	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	17.	 	ADDITION OF NEW BORROWERS	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	18.	 	GENERAL	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 1	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 2 GUARANTORS AND DEBTORS	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 3 FORM OF DEED OF ACCESSION	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 4 FORM OF BORROWER ACCESSION AGREEMENT	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 5 FORM OF VERIFICATION CERTIFICATE	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	AUD OVERDRAFT FACILITY APPENDIX	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	36	 
	 
	 	1.2	 	Interpretation	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF AUD OVERDRAFT FACILITY	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	3.	 	DRAWINGS	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	5.	 	INTEREST	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	6.	 	FEES	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	7.	 	PAYMENT OF INTEREST AND FEES	 	 	37	 
	 
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested




 









 





iii.




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	8.	 	REPAYMENT	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	9.	 	PAYMENTS	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	USD OVERDRAFT FACILITY APPENDIX	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	38	 
	 
	 	1.2	 	Interpretation	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF USD OVERDRAFT FACILITY	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	3.	 	ACCOMMODATION PARTICULARS	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	5.	 	DRAWINGS	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	6.	 	INTEREST	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	7.	 	FEES	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	8.	 	PAYMENT OF INTEREST AND FEES	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	9.	 	REPAYMENT	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	10.	 	PAYMENTS	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	FOREIGN CURRENCY FACILITY APPENDIX	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	41	 
	 
	 	1.2	 	Interpretation	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF FOREIGN CURRENCY FACILITY	 	 	43	 
	 
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested




 









 





iv.




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	3.	 	ACCOMMODATION PARTICULARS	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	5.	 	DRAWINGS	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.2	 	Interest	 	 	44	 
	 
	 	5.3	 	Repayment and Cancellation	 	 	45	 
	 
	 	5.4	 	Currencies of Existing Accommodation	 	 	46	 
	 
	 	5.5	 	Currency fluctuations	 	 	47	 
	 
	 	5.6	 	Substitute Basis	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY APPENDIX	 	 	49	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	49	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	49	 
	 
	 	1.2	 	Interpretation	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	3.	 	ACCOMMODATION PARTICULARS	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	5.	 	DRAWINGS	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	6.	 	REPLACEMENT BILLS	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	7.	 	INDEMNITY IN RESPECT OF BILLS	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	8.	 	RETIRING BILLS	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	9.	 	BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY AND USAGE FEES	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	10.	 	AUTHORITY TO ROLL OVER BILLS ON DEFAULT	 	 	54	 
	 
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested




 









 





v.




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	11.	 	POWER OF ATTORNEY	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	STANDBY LETTER OF CREDIT FACILITY APPENDIX	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	56	 
	 
	 	1.2	 	Interpretation	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF LETTER OF CREDIT FACILITY	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	3.	 	ACCOMMODATION PARTICULARS	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	5.	 	DRAWINGS	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	6.	 	FEES	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	7.	 	INABILITY TO ESTABLISH LETTER OF CREDIT LIABILITIES	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	8.	 	INDEMNITY	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	DOCUMENTARY CREDIT/GUARANTEE FACILITY APPENDIX	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	59	 
	 
	 	1.2	 	Interpretation	 	 	60	 
	 
	2.	 	UTILISATION OF THE DOCUMENTARY CREDIT/GUARANTEE FACILITY	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	3.	 	DRAWDOWN NOTICES AND ACCOMMODATION PARTICULARS	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	61	 
	 
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested




 









 





vi.




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	5.	 	DRAWINGS	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	6.	 	FEES	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	7.	 	INABILITY TO ESTABLISH LIABILITIES	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	8.	 	INDEMNITY	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	9.	 	CURRENCY FLUCTUATIONS	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	FOREIGN BILLS NEGOTIATED FACILITY APPENDIX	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	64	 
	 
	 	1.2	 	Interpretation	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	2.	 	UTILISATION OF FOREIGN BILLS NEGOTIATED FACILITY	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	3.	 	ACCOMMODATION PARTICULARS	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	4.	 	OUTSTANDING ACCOMMODATION	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	5.	 	DRAWINGS	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	6.	 	INTEREST	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	7.	 	FEES	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	8.	 	INDEMNITY	 	 	66	 






[*] Confidential Treatment Requested




 









 





MULTI OPTION FACILITY AGREEMENT




THIS AGREEMENT is made on the 21st day of March 1996




BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK LIMITED a company
incorporated in the United Kingdom, having an office at Blackpool Works, Blackpool Road, Peckham,
London SE15 3SU and SIMSMETAL LIMITED ACN 008 634 526 of Level 6, 41 McLaren Street, North Sydney,
New South Wales (individually and collectively the “Borrower”)




AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)




WHEREAS:



The Bank has agreed to provide the Borrower with Accommodation not exceeding the Accommodation
Limit to be provided, subject to the terms and conditions hereinafter contained, at the option of
the Borrower, by any one or more Facilities.




NOW THIS AGREEMENT WITNESSES and it is hereby agreed as follows:



1. DEFINITIONS AND INTERPRETATION




1.1 Definitions





In this Agreement and the recital hereto the following words and expressions unless
otherwise specified or unless the subject or the context otherwise requires have the
following meanings:



	 	 	 	 	 	 	 
	“Accommodation”	 	-	 	any accommodation provided by the Bank
hereunder pursuant to a Facility;
	 
	 	 	 	 	 	 
	“Accommodation Date”	 	-	 	any date on which Accommodation is or is
to be provided or on which any such
Accommodation is or is to be rolled over or
renewed;
	 
	 	 	 	 	 	 
	“Accommodation Limit”	 	-	 	the amount specified in Part 1 of
Schedule 1 reduced by the aggregate
portions of the Accommodation Limit
cancelled pursuant to clause 4.2 from time
to time;






[*] Confidential Treatment Requested




 









 





2.




	 	 	 	 	 	 	 
	“Accommodation Particulars”	 	-	 	in respect of a particular Facility, the
meaning ascribed to that term in the
Appendix referable to that Facility;
	 
	 	 	 	 	 	 
	“Appendix”	 	-	 	in respect of a particular Facility, the
Appendix hereto bearing the name of that
Facility;
	 
	“Applicable Rate”	 	-	 	in respect of:
	 
	 	 	 	 	 	 
	 
	 	 	 	(a)	 	the AUD Overdraft Facility, the
rate equal to the aggregate of the Reference
Rate and [*] per annum;
	 
	 	 	 	 	 	 
	 
	 	 	 	(b)	 	the USD Overdraft Facility, the
rate equal to the aggregate of the US Reference
Rate and [*] per annum;
	 
	 	 	 	 	 	 
	 
	 	 	 	(c)	 	the Foreign Currency Facility, the
rate equal to the aggregate of [*] per annum and
the arithmetic average (rounded upward, if
necessary, to the nearest one sixteenth of
one percent) of the offered rates quoted to
the Bank by leading banks in the Overseas
City Interbank Market for deposits in a
currency and amount comparable to the
relevant overdue amount for a period of
three months on the due date for payment;
	 
	 	 	 	 	 	 
	 
	 	 	 	(d)	 	the Bills Discount/ Acceptance/ Indorsement Facility, the rate
equal to the
aggregate of the Reference Rate and [*] per annum;
	 
	 	 	 	 	 	 
	 
	 	 	 	(e)	 	the Standby Letter of Credit
Facility, the rate equal to the aggregate of the
Reference Rate and [*]per annum;
	 
	 	 	 	 	 	 
	 
	 	 	 	(f)	 	the Documentary Credit/Guarantee
Facility, the rate equal to the aggregate
of the Reference Rate and [*]per annum; and
	 
	 	 	 	 	 	 
	 
	 	 	 	(g)	 	the Foreign Bills Negotiated
Facility, the rate equal to the aggregate of the rate payable pursuant to clause 6 of






[*] Confidential Treatment Requested




 









 






3.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	the Foreign Bills Negotiated Facility Appendix and [*]
	 
	 	 	 	 	 	per annum.
	 
	 	 	 	 	 	 
	“Australian City”	 	-	 	in respect of a particular Facility the
city set opposite the name of that Facility
in Column 2 of Part 3 of Schedule 1 or such
other city as the Bank may designate from
time to time;
	 
	 	 	 	 	 	 
	“Australian Dollars” and “AUD”	 	-	 	the lawful currency for the time being of
the Commonwealth of Australia;
	 
	 	 	 	 	 	 
	“Availability Period”	 	-	 	in respect of each Facility, the period
expiring on the third anniversary of the
date of this Agreement, subject to any
annual extension in accordance with clause
5;
	 
	 	 	 	 	 	 
	“Bill”	 	-	 	has the meaning assigned to the
expression “bill of exchange” by the Bills
of Exchange Act, 1909 of the Commonwealth
of Australia (but shall not include
cheques) and any reference to the drawing,
acceptance, indorsement or other dealing of
or with a Bill is a reference to such
drawing, acceptance, indorsement or other
dealing within the meaning of that Act;
	 
	 	 	 	 	 	 
	“Borrower”	 	-	 	each of Sims Finance, Sims USA, Sims UK,
Sims and any New Borrower;
	 
	 	 	 	 	 	 
	“Business Day”	 	-	 	a day:
	 
	 	 	 	 	 	 
	 
	 	 	 	(a)	 	where a payment in AUD is required
to be made or a payment in a currency other than AUD is required to be made in
Australia, on which the Bank is open for the transaction of the
business contemplated by this Agreement in the
relevant Australian City and any place where payment is required under this
Agreement;
	 
	 	 	 	 	 	 
	 
	 	 	 	(b)	 	where a payment in USD is required
to be made outside Australia, on which the relevant Overseas City
financial markets are open for the transaction of the
business contemplated by this Agreement and






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4.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	on which banks are open for
business in New York City and Los Angeles;
	 
	 	 	 	 	 	 
	 
	 	 	 	(c)	 	where a payment in a currency other
than AUD or USD is required to be made
outside Australia, on which banks are open
for business in the place (as designated by
the Bank) for such payment in the country of such currency; and
	 
	 	 	 	 	 	 
	 
	 	 	 	(d)	 	in all other cases, on which the
Bank is open for business in the relevant Australian City;
	 
	 	 	 	 	 	 
	“Debtors”	 	-	 	each of the companies named in Schedule 2
and any other entity which becomes an
Additional Guarantor under clause 16;
	 
	 	 	 	 	 	 
	“Drawing”	 	-	 	in respect of a particular Facility, the
meaning ascribed to that term in the
Appendix referable to that Facility;
	 
	 	 	 	 	 	 
	“Drawdown Amount”	 	-	 	in respect of a particular Facility, the
meaning ascribed to that term in the
Appendix referable to that Facility;
	 
	 	 	 	 	 	 
	“Drawdown Notice”	 	-	 	a notice given pursuant to clause 2.1;
	 
	 	 	 	 	 	 
	“Environmental Law”	 	-	 	a law regulating or otherwise relating to
the environment, including but not limited
to:
	 
	 	 	 	 	 	 
	 
	 	 	 	(i)	 	any law relating to land use or
planning, pollution of air or water, soil or ground water contamination, chemicals,
waste, use of dangerous goods, or to any
other aspect of protection of the environment or persons or property; and
	 
	 	 	 	 	 	 
	 
	 	 	 	(ii)	 	any present or future statute
relating to heritage places, the clearance of land
 within the boundaries of catchment areas or
water reserves, or the protection or management of natural vegetation;






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5.




	 	 	 	 	 	 	 
	“Event of Default”	 	-	 	any of the events specified in clause
10.1;
	 
	 	 	 	 	 	 
	“Existing ”	 	-	 	in respect of a particular Facility, the
meaning ascribed to that term in the
Appendix referable to that Facility;
	 
	 	 	 	 	 	 
	“Facility”	 	-	 	any facility specified in Column 1 of
Part 3 of Schedule 1;
	 
	 	 	 	 	 	 
	“Facility Accommodation Limit”	 	-	 	in respect of a particular Facility and a
particular period, the amount set opposite
that period in Column 2 of Part 4 of
Schedule 1 with respect to that particular
Facility reduced as appropriate from time
to time in accordance with clause 4.2;
	 
	 	 	 	 	 	 
	“Governmental Agency”	 	-	 	any government or any governmental,
semi-governmental or judicial entity or
authority;
	 
	 	 	 	 	 	 
	“Group Guarantee”	 	-	 	the deed of that name dated 21 March 1996
and made between the Guarantors, the
Debtors and the Bank;
	 
	 	 	 	 	 	 
	“Guarantors”	 	-	 	each of the companies named in Schedule 2
and any other entity which becomes an
Additional Guarantor under clause 16;
	 
	 	 	 	 	 	 
	“Master Agreement”	 	-	 	this Agreement excluding each Appendix;
	 
	 	 	 	 	 	 
	“Member”	 	-	 	has the same meaning as in the Negative
Pledge Agreement;
	 
	“Negative Pledge Agreement”	 	-	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims as a
Member of the Sims Group and the companies
named in Schedule 1 of that deed as
original members, as varied by:
	 
	 	 	 	 	 	 
	 
	 	 	 	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4
February and 10 June 1993 from the Bank;
	 
	 	 	 	 	 	 
	 
	 	 	 	(b)	 	the deed named “Negative
Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims and the companies named in
Schedule 1






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6.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	of that deed;
	 
	 	 	 	 	 	 
	 
	 	 	 	(c)	 	the deed named “Accession
Deed” dated 28 April 1994 between the Bank and Sims UK; and
	 
	 	 	 	 	 	 
	 
	 	 	 	(d)	 	the deed named “Second
Accession and Amending Deed” dated 21 March 1996 between
the Bank, Sims and the other companies
named in the schedule to that deed;
	 
	 	 	 	 	 	 
	“New Borrower”	 	-	 	any Subsidiary of Sims (other than any
Subsidiary of Sims which is incorporated in
New Zealand) which becomes a Borrower under
clause 17;
	 
	 	 	 	 	 	 
	“Outstanding Accommodation”	 	-	 	in respect of a particular Facility, the
meaning ascribed to that term in clause 4
of the Appendix referable to that Facility;
	 
	 	 	 	 	 	 
	“Overseas City”	 	-	 	in respect of a particular Facility, the
city set opposite the name of that Facility
in Column 3 of Part 3 of Schedule 1 or such
other city as the Bank may designate from
time to time;
	 
	 	 	 	 	 	 
	“Reference Rate”	 	-	 	the rate described as the Bank’s
Corporate Overdraft Reference Rate as
published from time to time or, if there is
no such rate at any time, any substitute or
replacement reference rate published by the
Bank from time to time;
	 
	 	 	 	 	 	 
	“Sims”	 	-	 	Simsmetal Limited ACN 008 634 526;
	 
	 	 	 	 	 	 
	“Sims Finance”	 	-	 	Simsmetal Finance Limited ACN 052 931 218;
	 
	 	 	 	 	 	 
	“Sims Group”	 	-	 	has the same meaning as in the Negative
Pledge Agreement;
	 
	 	 	 	 	 	 
	“Sims UK”	 	-	 	Simsmetal UK Limited, a company
incorporated in the United Kingdom;
	 
	 	 	 	 	 	 
	“Sims USA”	 	-	 	Simsmetal USA Corporation, a company
incorporated in Delaware, United States of
America;






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7.




	 	 	 	 	 	 	 
	“Subsidiary”	 	-	 	has the same meaning as the definition of
that term in the Corporations Law;
	 
	 	 	 	 	 	 
	“United States Dollars” and
“USD”	 	-	 	the lawful currency for the time being of
the United States of America; and
	 
	 	 	 	 	 	 
	“US Reference Rate”	 	-	 	the rate notified by the Bank to the
Borrower from time to time as being the
Bank’s lending rate for USD denominated
loans available on a selective basis to
prime commercial customers as published
from time to time or, if there is no such
rate, the rate notified by the Bank to the
Borrower as being the rate applied by the
Bank in respect of USD denominated
overdraft accommodation in excess of
USD100,000 made available by it on a
selective basis to prime commercial
customers.







	1.2	 	Interpretation






In interpreting this Agreement:




	 	(a)	 	any reference to “this Agreement” or “the Agreement” shall include, where the
context permits, a reference to each Schedule and each Appendix;
	 
	 	(b)	 	words importing a singular number shall include the plural and vice versa;
	 
	 	(c)	 	words importing any gender shall include every other gender;
	 
	 	(d)	 	references to any Act of Parliament or to any section or provision thereof or
to any regulations made thereunder shall be read as if the words “or any statutory
amendment, consolidation or replacement thereof” were added to such references;
	 
	 	(e)	 	headings are for convenience only and shall not affect interpretation;
	 
	 	(f)	 	references to paragraphs, sub-clauses, clauses and Schedules are references to
paragraphs, sub-clauses, clauses and Schedules of this Agreement as varied or replaced
from time to time except where the reference is to a paragraph, sub-clause or clause of
a particular Appendix where such reference shall be deemed to be a reference to the
paragraph, sub-clause or clause of that particular Appendix as varied or replaced from
time to time;
	 
	 	(g)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;





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8.





	 	(h)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(i)	 	references herein to any agreement, licence or other instrument shall be deemed
to mean such agreement, licence or other instrument as varied or replaced from time to
time;
	 
	 	(j)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it shall unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(k)	 	terms not defined in this Agreement or any Appendix hereto which are defined in
the Negative Pledge Agreement shall have the same meaning herein; and
	 
	 	(l)	 	the respective covenants and agreements on the part of the Borrower contained
or implied in this Agreement bind them and every two or more of them jointly and each
of them severally.






	2.	 	DRAWDOWN NOTICES
	 
	2.1	 	Subject to the terms and conditions contained herein and in the Appendix of each Facility
which the Borrower wishes to utilise, at any time and from time to time during the
Availability Period of a particular Facility or Facilities, the Borrower may give notice to
the Bank that it requires Accommodation to be provided by the Bank under such Facility or
Facilities. Such notices shall:






	 	(a)	 	subject to any provision to the contrary in the Appendix of a Facility which
the Borrower wishes to utilise on the proposed Accommodation Date be given not later
than three Business Days before a proposed Accommodation Date or such shorter period as
may be agreed;
	 
	 	(b)	 	specify the proposed Accommodation Date;
	 
	 	(c)	 	specify the proposed form of Accommodation being by way of any one or more
Facilities;
	 
	 	(d)	 	specify the Accommodation Particulars required in respect of each Facility
which the Borrower wishes to utilise on such Accommodation Date;
	 
	 	(e)	 	specify, when relevant, the bank account or accounts to which payment is to be
made;
	 
	 	(f)	 	be effective on receipt by the Bank and once given shall be irrevocable; and
	 
	 	(g)	 	subject to any provision to the contrary in the Appendix of a Facility which
the Borrower wishes to utilise on the proposed Accommodation Date, be in writing.





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9.





	2.2 	(a) 	 	 The Bank shall not be obliged to provide Accommodation on a particular Accommodation Date
if immediately after the provision of such Accommodation the aggregate of the Outstanding
Accommodation of all Facilities would exceed the Accommodation Limit.
	 
	 	(b)	 	The Bank shall not be obliged to provide any Accommodation on a particular
Accommodation Date under a particular Facility if immediately after the provision of
such Accommodation the Outstanding Accommodation of that Facility would exceed the
Facility Accommodation Limit of that particular Facility.
	 
	 	(c)	 	The Borrower shall ensure that at all times during the Availability Period:






	 	(a)	 	the aggregate of the Outstanding Accommodation of all
Facilities shall not exceed the Accommodation Limit; and
	 
	 	(b)	 	the Outstanding Accommodation of each Facility shall not exceed
the Facility Accommodation Limit of each particular Facility.






	2.3	 	The Bank shall not be obliged to provide any Accommodation requested in a particular Drawdown
Notice:






	 	(a)	 	if an Event of Default or an event which with the lapsing of time or the giving
of notice would become an Event of Default has occurred;
	 
	 	(b)	 	unless all necessary approvals (and in particular but without limiting the
generality thereof the approval in writing of the Reserve Bank of Australia or such
other relevant authority the approval of which may from time to time be required by
law), consents, licences, exemptions and filings shall have been obtained or done and
certified copies thereof provided to the Bank.






	2.4	 	The obligations of the Bank hereunder are subject to the satisfaction by the Borrower of the
conditions precedent set out in Part 6 of Schedule 1 hereto.






	3.	 	ACCOMMODATION






	3.1	 	Upon receipt of a Drawdown Notice and subject to the terms and conditions of this Agreement
the Bank shall be obliged to provide the Accommodation requested in accordance with the terms
and conditions of the Master Agreement and of the Appendix referable to the Facility pursuant
to which a Drawing is requested.






	3.2	 	The Borrower acknowledges that whilst all notices to be given by the Borrower to the Bank
pursuant to this Agreement must be given to the branch of the Bank nominated as such in Part 7
of Schedule 1, each of the Facilities to be made available by the Bank hereunder shall be made
available through the main branch of the Bank in the Australian City or Overseas City
applicable to such Facility (or such other branch of the Bank as the Bank may from time to
time notify to the Borrower) and that the obligation to provide a





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10.





	 	 	particular Facility to the Borrower is an obligation of the relevant Australian City branch
or Overseas City branch of the Bank only.






	4.	 	FEES AND CANCELLATION
	 
	4.1	 	Accommodation Fee
	 
	 	 	The Borrower shall pay to the Bank the Accommodation Fees specified in Part 5 of Schedule 1.
The Accommodation Fees shall be calculated in the manner and paid at the times set out in
Part 5 of Schedule 1.
	 
	4.2	 	Cancellation
	 
	 	 	The Borrower, upon giving written notice to the Bank, may cancel any portion of the
Accommodation Limit with respect to any Facility or Facilities nominated by the Borrower
PROVIDED THAT any such cancellation must be an integral multiple of AUD500,000, or, where
the Accommodation Limit is expressed in USD, USD500,000 AND PROVIDED FURTHER THAT the
Accommodation Limit may not be reduced below an amount equal to the aggregate of the
Outstanding Accommodation of all Facilities on the date on which the cancellation is to take
place AND PROVIDED FURTHER THAT any Facility Accommodation Limit may not be reduced below an
amount equal to the Outstanding Accommodation of that Facility on the date on which the
cancellation is to take place.
	 
	5.	 	ANNUAL REVIEW
	 
	 	 	The Bank will review annually its commitment to continue to provide Accommodation to the
Borrower beyond the Availability Period under this Agreement. Not later than the first and
each subsequent anniversary of the date of this Agreement the Bank may, in its absolute
discretion, by notice to the Borrower:






	 	(a)	 	extend the then current Availability Period by an additional 12 calendar months
upon the terms and conditions as set out in the notice; or
	 
	 	(b)	 	determine not to extend this Agreement beyond the then current Availability
Period.
	 
	 	(c)	 	If the Bank gives the Borrower a notice under clause 5(a), the Bank will not be
under any obligation to extend the then current Availability Period unless all
requirements and/or conditions precedent specified by the Bank in its notice to the
Borrower are complied with to the complete satisfaction of the Bank.
	 
	 	(d)	 	If the Bank gives the Borrower a notice under clause 5(b):






	 	(i)	 	the obligation of the Bank to make any further Accommodation
(whether by way of fresh Drawings or the replacement, renewal or rollover of
existing Drawings) available to the Borrower will determine at the end of the
then current Availability Period; and





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11.





	 	(ii)	 	despite any other provision of this Agreement, on the
expiration of the then current Availability Period the Borrower must pay to the
Bank the aggregate Outstanding Accommodation together with all other sums then
owing or payable (whether actually, contingently or otherwise) to the Bank.






	6.	 	PAYMENTS
	 
	6.1	 	Subject to any provision to the contrary in the Appendix of the Facility in respect of which
a payment is to be made, all payments to be made by the Borrower hereunder:






	 	(a)	 	in AUD, shall be made to the Bank not later than 10.00 am (in the relevant
Australian City) on the due date to the account of the Bank at its main branch in the
relevant Australian City (or to such other branch of the Bank in the relevant
Australian City as the Bank may notify to the Borrower from time to time);
	 
	 	(b)	 	in USD, shall be made to the Bank not later than 10.00 am (in the relevant
Overseas City) on the due date in immediately available funds to the account of the
Bank designated by the Bank; and
	 
	 	(c)	 	in any other currency, shall be made to the Bank not later than 10.00 am (local
time in the place for payment) on the due date in lawful money of the country of that
currency and in immediately available funds which are freely transferable and
convertible into United States Dollars to the Bank’s account with such bank in such
place in the country of that currency as shall be designated by the Bank.






	6.2	 	Whenever any payment hereunder shall become due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and interest shall be
adjusted accordingly, at the rate payable on such due date.






	7.	 	TAXES






	7.1 	(a) 	 	 All payments whether of principal, interest, or otherwise to be made by the Borrower
hereunder shall be made free and clear of and without deduction for or by reference to any
present or future taxes, levies, imposts, duties, charges, fees, restrictions or conditions of
any nature whatsoever (“Taxes”) imposed (whether by withholding or otherwise) by the
Commonwealth of Australia or any State thereof or any country in which the Borrower is
resident for tax purposes or out of which it makes payments hereunder or by any political
subdivision or taxing authority of any such country or state.






	 	(b)	 	All such Taxes shall be paid by the Borrower for its own account prior to the
date on which penalties attach thereto.
	 
	 	(c)	 	If:






	 	(i)	 	the Borrower is obliged to make any deduction of or in respect
of any Taxes from any payment to be made by it hereunder; or





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12.





	 	(ii)	 	any payment to be made by the Borrower hereunder is not
received by the Bank free and clear of all such Taxes,






	 	 	 	then the Borrower shall pay to the Bank such additional amounts by way of additional
interest as may be necessary to ensure that the Bank receives a net amount in the
relevant currency or currencies equal to the full amount which it would have
received had a deduction not been made or had payment not been made subject to such
Taxes together with further additional amounts by way of interest equal to the
amount of any Taxes and any income tax imposed on or payable by the Bank or payable
by the Borrower in respect of any amount payable under this clause 7.1, including
any Taxes and income tax payable by reason of a previous application of this clause
7.1.






	 	(d)	 	A failure by the Borrower to comply with clause 7.1(c) shall not constitute a
breach of this Agreement.
	 
	 	 	 	If at any time the Borrower fails to comply with the provisions of clause 7.1(c)
then notwithstanding:






	 	(i)	 	that such failure does not constitute a breach of this
Agreement;
	 
	 	(ii)	 	that such failure does not constitute an Event of Default; and
	 
	 	(iii)	 	anything else in this Agreement,






	 	 	 	the Bank shall be entitled by notice given to the Borrower to declare the Bank’s
obligations under this Agreement to be terminated, whereupon the Borrower shall
forthwith repay the aggregate Existing Accommodation then existing together with all
other sums owing or payable (contingently or otherwise) to the Bank hereunder and
the Bank’s obligations hereunder shall be terminated on the giving of such notice.






	7.2 	(a) 	 	 Notwithstanding and without prejudice to the terms of clause 7.1 if the Borrower shall
send promptly to the Bank any certificate evidencing payments of Australian withholding tax
(which tax if compulsorily deductible at source the Borrower agrees it will forthwith pay over
to the Australian taxation authority) the Bank will endeavour to obtain any refund or credit
available to the Bank in respect of such withholding tax and if any such refunds or credits
are actually obtained by the Bank in respect of such withholding tax the Bank undertakes to
pay to the Borrower or as it may direct a sum equal to the amount of any such refund or credit
(converted at the relevant spot rate of exchange) EXCEPT in so far as the net amount of any
interest payment hereunder retained by the Bank (after taking into account income tax thereon
and after taking into account any Australian withholding tax deducted and the amount of any
payments by the Bank under this sub-clause) is reduced below the sum that the Bank would have
retained in respect of such interest payment had no Australian withholding tax been deductible
therefrom.





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13.





	 	(b)	 	For the purposes of this clause 7.2 the question whether any particular refund
has been received or any particular payment of tax reduced or any tax or impost is
recoverable and the extent of any such refund or reduction or recovery shall be
determined by the Bank at its own discretion acting in good faith and the Bank shall on
request give the Borrower such information as the Borrower may reasonably require in
this regard.
	 
	 	(c)	 	Without prejudice to the survival of any other agreement of the Borrower
contained in this Agreement the agreements of the Borrower contained in this clause 7
shall survive the repayment in full of any relevant Accommodation.






	8.	 	INCREASES IN COST
	 
	8.1	 	If:






	 	(a)	 	any change in law or in its interpretation or administration; or
	 
	 	(b)	 	compliance or a change in the manner of compliance by the Bank with any order,
official policy, directive, requirement, guideline or request (whether or not having
the force of law and whether or not issued prior to the date hereof) from any
applicable government or central bank or governmental, fiscal, monetary, supervisory or
other authority,






shall in the Bank’s determination:




	 	(c)	 	impose, modify or deem applicable any reserve, capital adequacy, liquidity
adequacy, special deposit, revenue or other requirements or restrictions;
	 
	 	(d)	 	impose, or change the basis of, any Tax (other than in respect of income Tax on
the overall income of the Bank);
	 
	 	(e)	 	oblige the Bank to pay or make any deduction or withholding in respect of any
Tax referable in any way to the funds raised or utilised by the Bank for the purposes
of any Accommodation or the payment or repayment by the Bank of such funds; or
	 
	 	(f)	 	otherwise result in a direct or indirect increase to the Bank of the cost of
committing, providing or maintaining any Accommodation or in a direct or indirect
reduction in any amount received or receivable by the Bank or in the effective return
to the Bank, including without limitation the return on the Bank’s capital, under this
Agreement, in each case by an amount which the Bank deems to be material,






THEN the Borrower shall pay to the Bank on demand such additional amounts as the Bank
certifies are necessary to compensate it for the increased cost or reduction caused by any
such change, compliance and/or change in the manner of compliance.



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14.





	8.2	 	The Borrower may, upon becoming aware of any such increased cost or reduction, revoke any
outstanding Drawdown Notices with a view to minimising the amount of any compensation payable
by it pursuant to clauses 8.1 or 8.3, by notifying the Bank to that effect on or before 4.00
pm (in the relevant Australian city) on the date which is three Business Days before the
relevant Accommodation Date (or by such later time as may be agreed by the Bank).






	8.3	 	Where the increased cost or reduction is indirect, then the Borrower agrees to pay to the
Bank the proportion of it which the Bank determines is fairly attributable to the
Accommodation provided under this Agreement.






	8.4	 	A certificate signed by an Authorised Officer of the Bank as to an amount payable by the
Borrower under clauses 8.1 or 8.3 is conclusive evidence of the amount stated in it in the
absence of manifest error.






	8.5	 	In determining any amount payable under clauses 8.1 or 8.3, the Bank may use averaging,
attribution and/or such other methods of calculation as are commonly used by it or any other
reasonable methods of calculation as it deems appropriate.






	8.6	 	For the purposes of clause 8, Tax means any tax, levy, impost, duty, charge, deduction or
withholding of any kind whatsoever imposed by any country, state, political subdivision,
government or authority together with any related interest, fines, penalties and expenses.






	9.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS






	9.1	 	Various representations and warranties






The Borrower by its execution hereof makes the representations and warranties for the
benefit of the Bank made by it under clause 5.1 of the Negative Pledge Agreement.




	9.2	 	Environmental Law representations and warranties






	 	The Borrower makes the following representations and warranties for the benefit of the Bank:






	 	(a)	 	the Borrower is aware and complies in all material respects with the
requirements of all Environmental Laws and standards applicable to its property and the
conduct of its business;
	 
	 	(b)	 	the Borrower and its officers exercise reasonable due diligence and take all
reasonably necessary precautions to detect and prevent the commission of an offence
under any Environmental Law resulting in pollution of or harm to the environment or to
any person or property, including the property of the Borrower;
	 
	 	(c)	 	at the date hereof such due diligence has not revealed any material
contamination of or emanating from any property of the Borrower;





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15.





	 	(d)	 	so far as the Borrower is aware after due enquiry, its occupation and use of
its property and the conduct of its business does not breach any Environmental Law or
standard in any material respect;
	 
	 	(e)	 	there has been no notices or complaints from any environmental authority
pursuant to any Environmental Law that have not been answered to the satisfaction of
the complainant, alleging that the Borrower’s activities on, in or in relation to its
property are polluting the environment in any material respect or that the carrying on
of the Borrower’s business causes any significant public or private nuisance;
	 
	 	(f)	 	so far as the Borrower is aware after due enquiry, there is no proposal to
revoke, suspend, modify or not renew any authorisation or approval under any
Environmental Law relating to any property of the Borrower or the conduct of its
business; and
	 
	 	(g)	 	no proceedings or suits have been commenced, no Court orders have been issued
and no material penalty has been imposed, in each case in relation to any offence by
the Borrower or its officers under any Environmental Law.






	9.3	 	Survival and repetition of representations and warranties






	 	(a)	 	The representations and warranties in clause 9.1 shall survive the execution of
this Agreement and the provision of the Accommodation and shall be deemed to have been
given on the first Accommodation Date and shall also be deemed to have been made and
repeated on each subsequent Accommodation Date.
	 
	 	(b)	 	The representations and warranties in clause 9.2 shall survive the provision of
Accommodation and shall be deemed to have been made and repeated on each Accommodation
Date.






	9.4	 	Undertakings






	 	(a)	 	Corporations Law, section 313






Whilever any amounts remain owing, whether actually contingently, to the Bank
hereunder, the Borrower agrees:




	 	(i)	 	it will not enter into any deed in connection with the granting
by the Australian Securities Commission of an order pursuant to section 313 of
the Corporations Law (a “Deed of Cross-Guarantee”) without the prior written
consent of the Bank;
	 
	 	(ii)	 	where the Borrower has entered into a Deed of Cross-Guarantee
either with the Bank’s consent under paragraph (i) or prior to the date of this
Agreement and that Deed has not been revoked or released in respect of the
Borrower, then the Borrower will not consent to the amendment, termination,
revocation, suspension or repudiation of or waive its rights or





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16.





	 	 	 	entitlements arising from the Deed of Cross-Guarantee without the prior written consent of
the Bank; and
	 
	 	(iii)	 	it will notify the Bank immediately upon its becoming aware of
any proposal to request or require it to enter into a Deed of Cross-Guarantee
or any proposal that it provide a consent or waiver as referred to in paragraph
(ii) in respect of a Deed of Cross-Guarantee.






The Bank consents to Sims entering into a Deed of Cross-Guarantee with Sims
Aluminium Pty Limited.




	(b)	 	Environmental Laws






The Borrower agrees with the Bank as follows:




	 	(i)	 	it will comply with all reasonable requirements of the Bank
concerning the application of all material Environmental Laws and standards to
or in relation to its property or any part thereof;
	 
	 	(ii)	 	it will at its cost and at such interval or intervals nominated
at any time and from time to time by the Bank, or when otherwise required to do
so by the Bank, provide the Bank with copies (certified by its company
secretary as being true copies) of:






	 	(A)	 	all environmental assessment and/or audit
documents prepared by it or any other person; and
	 
	 	(B)	 	any similar documents it receives from any
other independent party including, without limitation, any Governmental
Agency,






in respect of its property or any part of its property; and




	 	(iii)	 	it will inform the Bank promptly of:






	 	(A)	 	the existence of any material contamination of
or emanating from the property of the Borrower contrary to any
Environmental Law or standard;
	 
	 	(B)	 	the receipt of any material penalty notices or
material directions to “clean up” any property of the Borrower issued
under any Environmental Law
	 
	 	(C)	 	the receipt of any notice or complaint referred
to in clause 9.2(e);
	 
	 	(D)	 	any revocation, suspension, modification or
refusal or failure to renew referred to in clause 9.2(f); and





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17.





	 	(E)	 	the commencement of any proceeding or suit, the
issue of any order or the imposition of any penalty referred to in
clause 9.2(g).






	10.	 	DEFAULT
	 
	10.1	 	The occurrence of an Event of Default (as defined in the Negative Pledge Agreement) under the
Negative Pledge Agreement shall constitute an Event of Default under this Agreement and on the
occurrence of such an Event of Default, and at any time thereafter, the Bank may, by written
notice to the Borrower:






	 	(i)	 	declare that any obligation of the Bank to provide any further Accommodation
(whether by way of fresh Drawings or replacement of existing Drawings) is cancelled
forthwith whereupon the same shall be so cancelled forthwith; and/or
	 
	 	(ii)	 	declare the aggregate Existing Accommodation then existing together with all
other sums owing or payable (contingently or otherwise) to the Bank hereunder to be
immediately due and payable whereupon the same shall be immediately due and payable.






Any notice given by the Bank pursuant to paragraphs (i) or (ii) of clause 10.1 shall be of
no effect if:




	 	(a)	 	it is given because of the occurrence of an event of default specified in
paragraphs (b), (c), (d), (i), (j), (k), (n) (to the extent that it is analogous to any
matter referred to in the preceding paragraphs), (o) or (r) of clause 7.1 of the
Negative Pledge Agreement; and
	 
	 	(b)	 	within two Business Days of the notice the Borrower 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.






	10.2	 	If the Borrower fails to pay any amount payable by it under this Agreement on the due date
therefor, the Borrower shall on demand by the Bank from time to time pay interest on such
overdue amount from the due date up to the date of actual payment, as well after as before
judgment, compounded quarterly:






	 	(a)	 	where the overdue amount is payable under or in respect of a particular
Facility, at the Applicable Rate referable to such Facility; and
	 
	 	(b)	 	in any other case, at the rate determined by the Bank to be
[*] per annum above the Bank’s Reference Rate.






	10.3	 	The Bank shall be deemed to have received any amounts described in paragraph (ii) of clause
10.1 paid to it in accordance with that clause pending maturity of any outstanding





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18.





Bill on terms that such amounts shall be credited to an account in the name of the Borrower
established by the Bank and that the same shall bear interest at the rate from time to time
payable by the Bank to its customers for a similar term and amount until each Bill is
presented for payment or until all Bills have matured. On the Maturity Date of a Bill the
Bank must apply the money so held by it towards paying the holder of that Bill. On the
satisfaction of all obligations (contingent or otherwise) of the Bank under all Bills the Bank
must repay to the Borrower the amount which the Bank certifies to be the amount remaining out
of the amount so paid (including interest accrued thereon) after satisfaction of all those
obligations and any other obligations of the Borrower under this Agreement.




	11.	 	AGREEMENT






Until all moneys due hereunder shall have been duly paid in full the Borrower hereby
undertakes and agrees to and with the Bank that the Borrower will:




	 	(a)	 	immediately upon becoming aware thereof notify the Bank of the occurrence of an
Event of Default or of any event which with the lapse of time or the giving of notice
or both would or might constitute an Event of Default; and
	 
	 	(b)	 	perform and observe the additional agreements, if any, set out in Part 6 of
Schedule 1.






	12.	 	STAMP DUTIES AND EXPENSES






	 	(a)	 	The Borrower agrees to pay and to indemnify the Bank against all stamp duties,
registration fees, taxes and other duties or charges imposed by governmental
authorities (and any and all liabilities with respect to or resulting from delay or
omission to pay such taxes, duties, fees or charges) which may be payable or determined
to be payable by the Borrower or the Bank in connection with the execution, delivery,
performance of obligations under or enforcement of this Agreement or on or in respect
of any transaction or payment contemplated hereby or in respect of moneys received or
deemed to be received by the Bank pursuant to this Agreement or the transactions
contemplated hereby except to the extent to which any such payment or indemnity is
specifically forbidden by the law of the place where such duties, fees, taxes or
charges are payable.





     (b) The Borrower shall pay to the Bank on demand:




	 	(i)	 	all reasonable legal costs (including inhouse legal costs) and
out-of-pocket expenses incurred by the Bank in connection with the negotiation,
preparation and execution of this Agreement; and
	 
	 	(ii)	 	all reasonable costs, charges and expenses (including inhouse
legal costs as between solicitor and client) incurred in the enforcement by the
Bank of this Agreement.





13. WAIVER




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19.





No failure to exercise and no delay in exercising on the part of the Bank any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise thereof, or
the exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by law.




	14.	 	CURRENCY INDEMNITY
	 
	14.1	 	If a judgment or order is rendered by any court or tribunal for the payment of any amounts
owing to the Bank under this Agreement or for the payment of damages in respect of any breach
of this Agreement or under or in respect of a judgment or order of another court or tribunal
for the payment of such amounts or damages, such judgment or order being expressed in a
currency (“the Judgment Currency”) other than the currency payable hereunder (“the Agreed
Currency”), the Borrower shall indemnify and hold harmless and keep indemnified the Bank
against any deficiency in terms of the Agreed Currency in the amounts received by the Bank
arising or resulting from any variation as between:






	 	(i)	 	the rate of exchange at which the Agreed Currency is converted into the
Judgment Currency for the purposes of such judgment or order; and
	 
	 	(ii)	 	the rate of exchange at which the Bank is able to purchase the Agreed Currency
with the amount of the Judgment Currency actually received and at the time of its
receipt by the Bank.






	14.2	 	The term “rate of exchange” shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant currency. The Bank agrees
to use reasonable endeavours to obtain the most favourable rate of exchange to minimise the
cost to the Borrower.
	 
	15.	 	NOTICES
	 
	15.1	 	Save as otherwise provided herein each notice, request, demand or other communication to be
given or made hereunder shall be given in writing addressed:






	 	(a)	 	in the case of the Borrower, to it at the address stated at the beginning of
this Agreement or such other address as may be notified by the Borrower to the Bank in
writing from time to time; and
	 
	 	(b)	 	in the case of the Bank, to the address set out in Part 7 of Schedule 1 or such
other address as may be notified by the Bank to the Borrower in writing from time to
time.






	15.2	 	Any notice, request, demand or other communication to be given or made shall be deemed to
have been delivered:






	 	(i)	 	if by post, seven days after having been posted as ordinary mail in an envelope
addressed as aforesaid; or





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20.





	 	(ii)	 	if by messenger, at the time of delivery to the relevant address; or
	 
	 	(iii)	 	if by telex, when despatched provided the “answerback” code of the recipient
has been received at the end of the transmission; or
	 
	 	(iv)	 	if by facsimile, on the production by the despatching facsimile machine of a
transmission control report showing the relevant number of pages comprising the
relevant document to have been sent to the correct facsimile number and the result of
the transmission as “OK”,
	 
	 	but if such delivery or receipt is later than 4.00pm (local time) on a day on which business
is generally carried on in the place to which such communication is sent, it shall be deemed
duly given or made at the commencement of business on the next succeeding day in that place.






	15.3	 	Any notice, request, demand or other communication to be given or made shall be deemed to
have been duly authorised by the Bank if signed by an authorised officer of the Bank.






	15.4	 	Each of Sims USA and Sims UK irrevocably nominates Sims at its last known principal place of
business in New South Wales as its agent to receive service of process in any legal action or
proceedings relating to this Agreement in the courts of New South Wales. If Sims ceases to
have an office in New South Wales, Sims will ensure that there will at all times be another
person in New South Wales acceptable to the Bank to receive process on behalf of each of Sims
USA and Sims UK.






	16.	 	ADDITIONAL GUARANTOR
	 
	 	 	Any entity not being a Guarantor and a Debtor under the Group Guarantee may become a
Guarantor and a Debtor under the Group Guarantee (called an “Additional Guarantor”) by
entering into a deed of accession substantially in the form of Schedule 3 (“Deed of
Accession”) and by satisfying any additional requirements of the Bank, whereby the
Additional Guarantor agrees to be bound by all the obligations, representations, warranties
and other provisions of the Group Guarantee as if it were an original party to that
document, whereupon the Additional Guarantor will be taken to be a Guarantor and a Debtor
for all the purposes of the Group Guarantee.
	 
	 	 	If the entity is a foreign entity, at the cost of the Borrower a legal opinion addressed to
the Bank in a form and substance acceptable to the Bank must be provided to the Bank before
the Deed of Accession is executed by the foreign entity, confirming that the Deed of
Accession will be a valid, binding and enforceable obligation of the foreign entity.






	17.	 	ADDITION OF NEW BORROWERS






	 	(a)	 	Subject to the Bank’s prior written consent, any Subsidiary of Sims (other than
any Subsidiary of Sims which is incorporated in New Zealand) may become a Borrower for
the purposes of this Agreement by:





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21.





	 	(i)	 	entering into an accession agreement substantially in the form
of Schedule 4 (“Borrower Accession Agreement”);
	 
	 	(ii)	 	becoming an Additional Guarantor in accordance with clause 16,
unless such Subsidiary is already a party to the Group Guarantee as a Guarantor
and a Debtor; and
	 
	 	(iii)	 	becoming an Additional Member by entering into a deed
supplemental to the Negative Pledge Agreement (“Supplemental Deed”) in
accordance with clause 8 of the Negative Pledge Agreement, unless such
Subsidiary is already a party to the Negative Pledge Agreement as a Member.






	 	(b)	 	Upon execution of a Borrower Accession Agreement by the New Borrower and the
Bank and, unless the New Borrower is already a Guarantor and Debtor under the Group
Guarantee and a Member under the Negative Pledge Agreement, by entering into a Deed of
Accession and a Supplemental Deed, the New Borrower will be taken to be a Borrower for
the purposes of this Agreement with all the rights and obligations as if it were an
original party to this Agreement and to have made the representations and warranties in
clauses 9.1 and 9.2 on the date of such execution.
	 
	 	(c)	 	The Borrower will ensure that before the New Borrower becomes a Borrower, the
Bank has received the following in form and substance satisfactory to it:






	 	(i)	 	a certificate signed by two directors of the New Borrower
confirming that upon execution of the Borrower Accession Agreement and, if
necessary, the Deed of Accession and Supplemental Deed the representations and
warranties set out in clauses 9.1 and 9.2 will be correct in relation to the
New Borrower;






	 	(ii)	 	a certificate in relation to the New Borrower given by a
director of the New Borrower substantially in the form of schedule 5 with the
attachments referred to and dated not earlier than 14 days before its execution
of the Borrower Accession Agreement and, if necessary, the Deed of Accession
and Supplemental Deed; and
	 
	 	(iii)	 	if the New Borrower is a foreign entity, at the cost of the
Borrower a legal opinion confirming that upon execution by the New Borrower the
Borrower Accession Agreement and, if applicable, the Deed of Accession and
Supplemental Deed will be valid, binding and enforceable obligations of the New
Borrower.






	18.	 	GENERAL






	18.1	 	Each indemnity of the Borrower set out in this Agreement is and shall constitute a separate
and independent obligation of the Borrower and applies and shall apply notwithstanding any
indulgence granted to the Borrower from time to time and shall survive the termination of this
Agreement.





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22.





	18.2 	(a)	 	 If there is any change in any law or any Government directive which makes any provision
of this Agreement unlawful and such provision is not able to be severed pursuant to clause
18.2(b), then all liability of the Bank to provide any further Accommodation (whether by way
of fresh Drawings or replacement of existing Drawings) shall cease immediately and, within
sixty days of the Bank serving written demand on the Borrower, the Borrower shall pay to the
Bank the aggregate Existing Accommodation then existing together with all other sums owing or
payable (contingently or otherwise) to the Bank hereunder.
	 
	 	(b)	 	If it is held by a Court of competent jurisdiction that:






	 	(i)	 	any part of this Agreement is void voidable unlawful or
unenforceable; or
	 
	 	(ii)	 	this Agreement would be void voidable unlawful or unenforceable
unless any part of this Agreement were severed from this Agreement,






then that part shall be severed from and shall not affect the continued operation of
the rest of this Agreement and shall be deemed to be replaced forthwith with a
provision or provisions which are not void, voidable, unlawful or unenforceable and
which so far as is possible achieves the same economic or other benefit or
protection for the Bank as the severed part was intended to achieve.




	18.3	 	Where a payment by the Borrower pursuant to any provision of this Agreement (including but
without limitation pursuant to clauses 7.1(d) or 10.1(ii) of the Master Agreement or pursuant
to any provision under this Agreement allowing for a voluntary early payment (except in the
case of a payment made pursuant to a notice issued by the Bank under clause 5) by the Borrower
or pursuant to any demand by the Bank or, if applicable, pursuant to clause 5.6 of the Foreign
Currency Facility Appendix) results in the repayment or satisfaction by indemnity of any
Accommodation on a date which is earlier than the date upon which such Accommodation would
otherwise be due to be repaid or satisfied by indemnity hereunder the Borrower shall on demand
pay to the Bank such additional amounts as may be necessary to compensate the Bank for the
cost of re-employment of the funds prepaid at rates lower than the cost to the Bank of such
funds PROVIDED THAT the Bank shall use its best efforts to minimise such cost. Any notice by
the Bank under this clause shall, in the absence of manifest error, be conclusive evidence as
to the existence of and amount of the costs referred to therein.






	18.4	 	This Agreement shall be binding upon and inure to the benefit of the Borrower, the Bank and
their respective successors and permitted assigns. Notwithstanding the foregoing the Borrower
shall not assign all or any part of its rights hereunder without the prior written consent of
the Bank.






	18.5	 	Except to the extent otherwise expressly specified herein, this Agreement shall be governed
by and construed in accordance with the law of the State of New South Wales and the parties
agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales.





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23.





	18.6	 	Each of the Attorneys executing this Agreement hereby respectively acknowledges that he has
at the time of his execution of this Agreement no notice of the revocation of the power of
attorney under the authority of which he executes this Agreement.






	18.7	 	This Agreement may be executed in any number of counterparts and all of those counterparts
taken together shall be deemed to constitute one and the same instrument.




THE PARTIES HERETO have caused this Agreement to be duly executed on the date first written above.




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24.




SCHEDULE 1




	 	 	 	 	 
	 

	 	 	 	 
	PART 1

	 	ACCOMMODATION LIMIT	 	 
	 
	 	 	 	 
	 

	 	AUD100,000,000	 	 
	 
	 	 	 	 
	 

	 	AUD150,000,000 until increase date	 	 
	 
	 	 	 	 
	 

	 	AUD190,000,000 after increase date	 	 
	 
	 	 	 	 
	PART 2

	 	AVAILABILITY PERIOD	 	 
	 
	 	 	 	 
	 

	 	Refer to definition of “Availability Period” in clause 1.1.	 	 
	 
	 	 	 	 
	PART 3

	 	FACILITIES, OVERSEAS CITIES AND AUSTRALIAN CITIES	 	 






	 	 	 	 	 
	COLUMN 1	 	COLUMN 2	 	COLUMN 3
	FACILITIES	 	AUSTRALIAN CITIES	 	OVERSEAS CITIES
	AUD Overdraft Facility
	 	Sydney	 	 
	 	 	 	 	 
	USD Overdraft Facility
	 	Sydney
	 	New York
	 	 	 	 	 
	Foreign Currency Facility
	 	Sydney
	 	London/New York
	 	 	 	 	 
	Bills Discount/Acceptance/Indorsement
Facility
	 	Sydney	 	 
	 	 	 	 	 
	Standby Letter of Credit Facility
	 	 Sydney	 	 
	 	 	 	 	 
	Documentary Credit/ Guarantee
Facility
	 	Sydney
	 	London/New York
	 	 	 	 	 
	Foreign Bills Negotiated Facility
	 	 Sydney
	 	New York
	 	 	 	 	 
	PART 4    
FACILITY ACCOMMODATION LIMITS
	 	 	 	 






	 	 	 
	COLUMN 1	 	COLUMN 2
	FACILITIES	 	ACCOMMODATION LIMIT
	AUD Overdraft Facility
	 	AUD1,000,000
	 	 	 
	USD Overdraft Facility
	 	Balance of Accommodation
	 	 	 
	Foreign Currency Facility
	 	Balance of Accommodation






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25.




	 	 	 
	COLUMN 1	 	COLUMN 2
	FACILITIES	 	ACCOMMODATION LIMIT
	Bills Discount/Acceptance/Indorsement Facility
	 	Balance of Accommodation
	 	 	 
	Standby Letter of Credit Facility
	 	Balance of Accommodation
	 	 	 
	Documentary Credit/Guarantee Facility
	 	Balance of Accommodation
	 	 	 
	Foreign Bills Negotiated Facility
	 	Balance of Accommodation
	 	 	 
	PART
5    
FEES
	 	 







	 	(a)	 	Undrawn commitment fee
	 
	 	 	 	The Borrower must pay to the Bank quarterly in arrears on the first Business
Day of March, June, September and December in each year an undrawn
commitment fee of [*] per annum calculated and accruing daily on the amount
of the Accommodation Limit that is available for Drawing on each day having
regard to any Bills that are rolled over on that day.
	 
	 	(b)	 	Bills Discount/Acceptance/Indorsement Facility
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date and Rollover
Date on which bills are accepted or accepted and discounted or indorsed or
indorsed and discounted by the Bank under the Bills
Discount/Acceptance/Indorsement Facility a Bills Discount/ Acceptance/
Indorsement Fee at the [*] rate calculated on the face value of each Bill
discounted or accepted by the Bank on that Accommodation Date or Rollover
Date as the case may be and computed from such date until the day on which
each Bill falls due for payment.
	 
	 	(c)	 	Standby Letter of Credit Facility
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date on which a
Standby Letter of Credit Liability is established a Standby Letter of Credit
Fee at the [*] rate calculated on the face value of the Standby Letter of Credit
and computed from such date until the day on which the Standby Letter of
Credit falls due for payment.
	 
	 	(d)	 	Documentary Credit/Guarantee Facility
	 
	 	 	 	The Borrower shall pay to the Bank on each Accommodation Date on which a
Documentary Credit Liability or a Guarantee Liability is established a
Documentary Credit/Guarantee Issue Fee at the rate of [*] per annum
calculated on the face value of each Documentary Credit/Guarantee as the
case may be and computed from such date until the day on which each
Documentary Credit/Guarantee as the case may be falls due for payment.





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26.




PART 6      CONDITIONS PRECEDENT





The obligations of the Bank hereunder to provide Accommodation pursuant to a
Drawdown Notice including without limitation by way of replacement of existing
Accommodation are further subject to the conditions set out in clause 2 and to the
following:




	 	(a)	 	the representations and warranties set out in clause 9 of this
Agreement are true and correct on and as of each Accommodation Date;
	 
	 	(b)	 	to the best of the knowledge, information and belief of the
Directors and senior management of the Borrower, no Event of Default or event
which, with the giving of notice or lapse of time or both would constitute an
Event of Default, has occurred or is continuing or would result from the
provision of the proposed Accommodation on the Accommodation Date.





PART 7     BRANCH FOR SERVICE OF NOTICES



Commonwealth Bank of Australia

Level 4

48 Martin Place

SYDNEY NSW 2000



Attention: Chief Manager, Institutional Banking

Facsimile: (02) 378 5081




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27.




SCHEDULE 2




Guarantors and Debtors




Sims




Sims Finance




Sims UK




Sims USA




Simsmetal Holdings Pty Limited ACN 000 021 563




Sims Products Holdings Pty Limited ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal Services Pty Limited ACN 000 166 987




Simsmetal (Qld) Pty Limited ACN 009 667 752




H&D Metals Pty Limited ACN 004 332 870




Sims Aluminium Pty Limited ACN 004 370 905




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28.




SCHEDULE 3




Form of deed of accession




THIS DEED is made the            day of                     19




BETWEEN




[Name, ACN and address of Additional Guarantor) (“Additional Guarantor”)




AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)




RECITALS:





	A.	 	The Additional Guarantor wishes to assume the rights and obligations of the Borrower under
the Facility Agreement.
	 
	B.	 	Pursuant to clause 17 of the Facility Agreement, the Additional Guarantor is required to
become a Guarantor and a Debtor for the purposes of the Group Guarantee.




NOW THIS DEED WITNESSES that in consideration of the Bank granting certain advances and
accommodation under the Facility Agreement, it is agreed as follows:





	1.	 	DEFINITIONS
	 
	1.1	 	In this deed (including the recitals) the term “Facility Agreement” means the agreement named
“Facility Agreement” dated 29 October 1991 between Simsmetal Finance Limited (“Suns Finance”)
and Simsmetal USA Corporation (“Sims USA”) as borrower and the Bank, as varied by:






	 	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	 	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims
Finance, Sims USA and the Bank;
	 
	 	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between
Sims Finance, Sims USA, Simsmetal UK Limited (“Sims UK”) and the Bank; and
	 
	 	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March
1996 between Sims Finance, Sims USA and Sims UK as borrower, Simsmetal Limited, the
companies named in Schedule 1 to that agreement as






	1.2	 	Terms defined in the Facility Agreement have the same meaning when used in this deed unless
the context otherwise requires.





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29.





	2.	 	ACCESSION
	 
	 	 	With effect from the date of this deed, the Additional Guarantor agrees to be bound by the
terms of the Group Guarantee as if it were an original party to the Group Guarantee as a
Guarantor and a Debtor with all the rights, obligations and warranties of a Guarantor and a
Debtor under the Group Guarantee.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Additional Guarantor makes for the benefit of the Bank the representations and
warranties contained in clause 5.1 of the Negative Pledge Agreement and clause 9.2 of the
Facility Agreement.
	 
	4.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales and the Additional Guarantor submits to the non-exclusive jurisdiction of the courts
of that State.





EXECUTED as a deed.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 
	[                      ]

	 	 	)	 	 	 
	was affixed in accordance with its articles

	 	 	)	 	 	 
	of association in the presence of:

	 	 	)	 	 	 






	 	 	 	 	 
	 
	 

Name:

	 	 

Name:
	 	 
	Title:

	 	Title:	 	 






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30.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SIGNED SEALED and DELIVERED

	 	 	)	 	 	 	 	
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	
	its duly authorized attorney under power of

	 	 	)	 	 	 	 	 
	attorney registered Book No.

	 	 	)	 	 	 	 	 
	who certifies that he is

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Attorney 	 	
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 






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31.




SCHEDULE 4




Form of Borrower Accession Agreement




THIS AGREEMENT made on [       *       ] 199[*]




BETWEEN




[NAME OF BORROWER] ACN                      (“New Borrower”)




AND




COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 (“Bank”)




RECITALS





	A.	 	Under the Facility Agreement, the Borrower may from time to time raise financial
accommodation.
	 
	B.	 	The New Borrower wishes to assume the rights and obligations of the Borrower under the
Facility Agreement.





IT IS AGREED as follows:




	1.	 	DEFINITIONS
	 
	1.1	 	In this agreement (including the recitals) the term “Facility Agreement” means the agreement
named “Facility Agreement” dated 29 October 1991 between Simsmetal Finance Limited (“Suns
Finance”) and Simsmetal USA Corporation (“Sims USA”) as borrower and the Bank, as varied by:






	 	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	 	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims
Finance, Sims USA and the Bank;
	 
	 	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between
Sims Finance, Sims USA, Simsmetal UK Limited (“Sims UK”) and the Bank; and
	 
	 	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March
1996 between Sims Finance, Sims USA and Sims UK as borrower, Simsmetal Limited, the
companies named in Schedule 1 to that agreement as members and the Bank.






	1.2	 	Terms defined in the Facility Agreement have the same meaning when used in this agreement
unless the context otherwise requires.





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32.





	2.	 	ACCESSION
	 
	2.1	 	The New Borrower will as and from the date of this agreement irrevocably be a Borrower for
the purposes of the Facility Agreement as if named as party to the Facility Agreement in the
capacity of Borrower.
	 
	2.2	 	The New Borrower agrees to comply with the Facility Agreement and all the terms and
conditions of it will bind the New Borrower accordingly.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	If the New Borrower does not execute a Deed of Accession pursuant to clause 17 of the
Facility Agreement at the same time as the New Borrower executes this agreement, then the
New Borrower makes for the benefit of the Bank the representations and warranties contained
in clause 5.1 of the Negative Pledge Agreement and clause 9.2 of the Facility Agreement.
	 
	4.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and the New Borrower submits to the non-exclusive jurisdiction of the courts of
that State.





EXECUTED as an agreement.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of
	 	)	 	 	 	 
	[                      ] LIMITED is affixed in accordance
	 	)	 	 	 	 
	with its articles of association in the
	 	)	 	 	 	 
	presence of:
	 	)	 	 	 	 






	 	 	 	 	 
	 
	 

Name (print):

	 	 

Name (print):
	 	 
	Title (print):

	 	Title (print):	 	 






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33.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	a duly authorized attorney under power of

	 	 	)	 	 	 	 	 
	attorney dated

	 	 	)	 	 	 	 	 
	who certifies that he is

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Attorney 	 	 
	of Commonwealth Bank of Australia in the

	 	 	)	 	 	 	 	 
	presence of: 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 






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34.




SCHEDULE 5




Form of Verification Certificate




To: COMMONWEALTH BANK OF AUSTRALIA




FACILITY AGREEMENT



I [name] am
a [director] of
                                                            
[Limited] of                                                             
(“Company”).




In this certificate:





	(a)	 	the term “Facility Agreement” means the agreement named “Facility Agreement” dated 29 October
1991 between Simsmetal Finance Limited (“Sims Finance”) and Simsmetal USA Corporation (“Sims
USA”) as borrower and the Bank, as varied by:






	 	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	 	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims
Finance, Sims USA and the Bank;
	 
	 	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between
Sims Finance, Sims USA, Simsmetal UK Limited (“Sims UK”) and the Bank; and
	 
	 	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March
1996 between Sims Finance, Sims USA and Sims UK as borrower, Simsmetal Limited, the
companies named in Schedule 1 to that agreement as members and the Bank.






	(b)	 	the term “Borrower Accession Agreement” means the agreement so named to be made between the
Company as New Borrower and the Bank.





Definitions in the Facility Agreement apply in this certificate.




I CERTIFY that attached to this certificate are complete and up to date copies of:





	 	(a)	 	the memorandum and articles of association/constituent documents of the
corporation (marked “A”);
	 
	 	(b)	 	a power of attorney granted by the Company for the execution of the Borrower
Accession Agreement marked “B”. That power of attorney has not been revoked or
suspended by the Company and remains in full force and effect; and
	 
	 	(c)	 	signatures of the Authorised Officers of the Company and the persons who have
been authorised to sign the Borrower Accession Agreement and to give notices and
communications under or in connection with the Facility Agreement (marked “C”).





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35.




	 	 	 	 	 
	 

	 	 	 	 
	Signed:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Director	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print name	 	 
	 
	 	 	 	 
	DATED

	 	[       *       ] 199[*]	 	 






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36.




AUD OVERDRAFT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE. LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:



	 	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn on the AUD Overdraft Account;
	 
	 	 	 	 
	“AUD Overdraft Account”

	 	-
	 	the account in the name of the Borrower
referable to the AUD Overdraft Facility;
	 
	 	 	 	 
	“AUD Overdraft Facility”

	 	-
	 	the agreement by the Bank hereunder to provide
Advances;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the face amount of
the cheque drawn on the AUD Overdraft Account in
respect of that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the AUD Overdraft Facility
as provided for in this Appendix; and
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the debit balance existing in the AUD Overdraft
Account on the relevant date.







	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF AUD OVERDRAFT FACILITY
	 
	 	 	The Borrower shall execute an account authority and signature card as required by the Bank
before the first utilisation of the AUD Overdraft Facility.
	 
	3.	 	DRAWINGS
	 
	 	 	Notwithstanding the provisions of clause 2.1 of the Master Agreement, the Borrower shall not
be required to give a Drawdown Notice with respect to a proposed Drawing under the AUD
Overdraft Facility. Subject to the Bank’s usual terms and conditions, the





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37.





	 	 	terms and conditions of this Agreement and such other terms and conditions as the Bank may from time
to time at its discretion impose, Advances shall be made available upon receipt of the
Borrower’s cheque duly drawn upon the AUD Overdraft Account.
	 
	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the AUD Overdraft Facility on a particular date shall be
the debit balance existing in the AUD Overdraft Account on such date.
	 
	5.	 	INTEREST
	 
	 	 	Interest on the AUD Overdraft Account shall be computed daily on the basis of a 365 day year
and shall be payable at such time and from time to time as required by the Bank. The rate
of interest shall be the Reference Rate. Any change in such rate shall take effect at the
opening of business on the effective date of such change.
	 
	6.	 	FEES
	 
	 	 	The Borrower shall pay to the Bank in relation to the AUD Overdraft Facility the fees which
are specified in Part 5 of Schedule 1 to the Master Agreement.
	 
	7.	 	PAYMENT OF INTEREST AND FEES
	 
	 	 	The Bank may debit any amount payable pursuant to clauses 5 or 6 of this Appendix to the AUD
Overdraft Account at such time and from time to time as the Bank may require and any such
debiting shall be deemed to be an Advance.
	 
	8.	 	REPAYMENT






	 	(a)	 	Notwithstanding any other provision of this Agreement the Existing
Accommodation of the AUD Overdraft Facility shall be payable by the Borrower on demand
by the Bank within 7 days of service of the demand. Without limiting the foregoing,
upon or immediately after making any such demand the Bank may also notify the Borrower
that the obligation of the Bank to provide any further Accommodation hereunder is
cancelled forthwith, whereupon the same shall be so cancelled forthwith.
	 
	 	(b)	 	Subject to clause 8(a), the Borrower may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be
repaid in full not later than the last day of the Availability Period.






	9.	 	PAYMENTS
	 
	 	 	All payments by the Borrower in respect of the AUD Overdraft Facility shall be made in AUD.





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38.




USD OVERDRAFT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn on the USD
Overdraft Account;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of USD, the
equivalent in AUD of a sum of USD
converted at the Spot Rate of
Exchange;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the
AUD Equivalent of the amount
specified in the Accommodation
Particulars of that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the USD
Overdraft Facility as provided for
in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the debit balance existing in
the USD Overdraft Account on the
relevant date;
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	the Bank’s Sydney office spot
rate of exchange for the purchase
of USD with AUD two Business Days
before a date upon which an AUD
Equivalent is to be calculated.
The Bank’s determination of such
rate of exchange from time to time
shall be conclusive in the absence
of manifest error;
	 
	 	 	 	 
	“USD Overdraft Account”

	 	-
	 	the account in the name of the
Borrower referable to the USD
Overdraft Facility; and
	 
	 	 	 	 
	“USD Overdraft Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advance






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39.





	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF USD OVERDRAFT FACILITY
	 
	 	 	The Borrower shall execute an account authority and signature card as required by the Bank
before the first utilisation of the USD Overdraft Facility.
	 
	3.	 	ACCOMMODATION PARTICULARS
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are the amount in USD of
any proposed Advance.
	 
	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the USD Overdraft Facility on a particular date shall be
the AUD Equivalent of the debit balance existing in the USD Overdraft Account on such date.
	 
	5.	 	DRAWINGS
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time at its discretion
impose, Advances shall be made available on the relevant Accommodation Date. Each Advance
shall be made by the office of the Bank’s main branch in the Overseas City or such other
office as the Bank may in its absolute discretion determine.
	 
	6.	 	INTEREST
	 
	 	 	Interest on the USD Overdraft Account shall be computed daily on the basis of a 360 day year
and shall be payable at such time and from time to time as required by the Bank. The rate
of interest shall be the US Reference Rate plus [*] per annum. Any change in such rate
shall take effect at the opening of business on the effective date of such change.
	 
	7.	 	FEES
	 
	 	 	The Borrower shall pay to the Bank in relation to the USD Overdraft Facility the fees which
are specified in Part 5 of Schedule 1 to the Master Agreement.
	 
	8.	 	PAYMENT OF INTEREST AND FEES
	 
	 	 	The Bank may debit any amount payable pursuant to clauses 6 or 7 of this Appendix to the USD
Overdraft Account and any such debiting shall be deemed, without the necessity for the
giving of a Drawdown Notice, to be an Advance.





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40.





	9.	 	REPAYMENT






	 	(a)	 	Notwithstanding any other provision of this Agreement the Existing
Accommodation of the USD Overdraft Facility shall be payable by the Borrower on demand
by the Bank within 7 days of the service of the notice. Without limiting the
foregoing, upon or immediately after making any such demand the Bank may also notify
the Borrower that the obligation of the Bank to provide any further Accommodation
hereunder is cancelled forthwith, whereupon the same shall be so cancelled forthwith.
	 
	 	(b)	 	Subject to clause 9(a) the Borrower may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be
repaid in full not later than the last day of the Availability Period.






	10.	 	PAYMENTS
	 
	 	All payments by the Borrower in respect of the USD Overdraft Facility shall be made in USD.





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41.




FOREIGN CURRENCY FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETÁL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 	 	 
	“Accommodation Particulars”

	 	-
	 	the particulars required,
pursuant to clause 3 to be
specified in a Drawdown Notice;
	 
	 	 	 	 
	“Advance”

	 	-
	 	each amount drawn under the
Foreign Currency Facility in
United States Dollars or an
Optional Currency and each such
drawing subsequently renewed;
	 
	 	 	 	 
	“AUD Equivalent”

	 	-
	 	in respect of any one
currency, the equivalent in AUD
of a sum expressed in that
currency converted at the Spot
Rate of Exchange;
	 
	 	 	 	 
	“Banking Day”

	 	-
	 	a day on which the Bank is
open for business in the city in
which the address of the Bank
set out in Part 7 of the
Schedule to the Master Agreement
is located and in the Overseas
City;
	 
	 	 	 	 
	“Drawdown Amount”

	 	-
	 	in respect of an Advance, the
AUD amount specified, pursuant
to clause 3(a), in the
Accommodation Particulars of
that Advance;
	 
	 	 	 	 
	“Drawing”

	 	-
	 	each utilisation of the
Foreign Currency Facility as
provided for in this Appendix;
	 
	 	 	 	 
	“Existing Accommodation”

	 	-
	 	the aggregate of all
outstanding Advances in the
currencies in which they are
denominated at the relevant
time;
	 
	 	 	 	 
	“Foreign Currency Conversion Rate”

	 	-
	 	in relation to an Interest
Date, the Bank’s Sydney office
spot rate of exchange used for
the purchase of the currency in
which the Advance was
denominated immediately prior to
such Interest Date with the
currency in which the Advance is






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42.




	 	 	 	 	 
	 

	 	 	 	to be denominated from such
Interest Date, such rate being
the rate set by the Bank two
Banking Days before such
Interest Date. The Borrower and
the Bank hereby acknowledge that
it may be necessary to convert
the relevant currencies through
United States Dollars to
ascertain such spot rate of
exchange;
	 
	 	 	 	 
	“Foreign Currency Facility”

	 	-
	 	the agreement by the Bank
hereunder to provide Advances to
the Borrower;
	 
	 	 	 	 
	“Interest Date”

	 	-
	 	in relation to an Advance, the
last day of an Interest Period;
	 
	 	 	 	 
	“Interest Period”

	 	-
	 	subject as provided herein, a
period of between 7 and 180 days
as selected or deemed to have
been selected by the Borrower in
accordance with clause 3(b) or
5.1(d) or such other periods as
may be agreed. The first
Interest Period of each Advance
will commence upon the drawdown
of the Advance and will end upon
the expiry of the period
selected by the Borrower. All
subsequent Interest Periods will
commence forthwith upon the
expiry of the previous Interest
Period PROVIDED that if any
Interest Period would but for
this proviso end on a day which
is not a Business Day that
Interest Period shall be
extended to the next succeeding
Business Day and PROVIDED
further that no such Interest
Period shall extend beyond the
Availability Period;
	 
	 	 	 	 
	“Optional Currency”

	 	-
	 	any currency (other than USD
and AUD) which is freely
transferable and immediately
convertible into USD;
	 
	 	 	 	 
	“Original AUD Amount”

	 	-
	 	in relation to each Advance,
the sum in AUD specified in the
Drawdown Notice given pursuant
to clause 2.1 of the Master
Agreement in respect of that
Advance; and
	 
	 	 	 	 
	“Spot Rate of Exchange”

	 	-
	 	in relation to an Interest
Period or any date, the Bank’s
Sydney office spot rate of
exchange for the purchase of
United States Dollars or the
relevant Optional Currency with
AUD two Banking Days before such
Interest Period or date, as the
case may be.






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43.




	 	 	 	 	 
	 

	 	 	 	The Bank’s determination as to
the Bank’s spot rate of exchange
will be conclusive in the
absence of manifest error. The
Borrower acknowledges that it
may be necessary for the Bank to
convert AUD amounts through USD
to ascertain the Bank’s spot
rate of exchange in the case of
an Optional Currency.







	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF FOREIGN CURRENCY FACILITY
	 
	 	 	The Borrower shall execute such authorities as are required by the Bank before the first
utilisation of the Foreign Currency Facility.
	 
	3.	 	ACCOMMODATION PARTICULARS
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are:






	 	(a)	 	the amount in USD (or relevant Optional Currency) of any proposed Advance which
shall be not less than USD (or relevant Optional Currency) 500,000 and which shall be
an integral multiple of USD (or relevant Optional Currency) 100,000;
	 
	 	(b)	 	the duration of the Interest Period of each Advance;






PROVIDED THAT:




	 	(i)	 	Advances may only have Interest Dates on a day which is a Business Day; and
	 
	 	(ii)	 	no Advance shall have an Interest Date beyond the Availability Period.






	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the Foreign Currency Facility on a particular date shall be
the aggregate Original AUD Amounts of all Advances outstanding and all Advances renewed
pursuant to clause 5.1 (d) on such date (an Advance shall be deemed to be outstanding
notwithstanding that the Borrower has made a payment pursuant to clause 5.3(d)) PROVIDED
THAT such Outstanding Accommodation shall not include
the aggregate Original AUD Amounts of all Advances repaid pursuant to clause 5.3(c) on such
Date.
	 
	5.	 	DRAWINGS





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44.





	5.1 	(a) 	 	Subject to the terms and conditions contained herein, the Bank shall on any relevant
Accommodation Date provide Advances to the Borrower in the amount, currency and for the term
specified pursuant to the relevant Drawdown Notice.
	 
	 	(b)	 	All Advances shall be made available by the Bank’s Australian City office or
such other office as the Bank may from time to time notify to the Borrower.
	 
	 	(c)	 	The Borrower shall ensure that the Bank has the opportunity to quote for the
purchase of an Advance in Australia in the equivalent amount of AUD and, if such quote
is accepted by the Borrower, the equivalent amount of such Advance shall be credited to
an account of the Borrower at a branch of the Bank in Australia nominated by the
Borrower. Where, pursuant to clause 2.1(e) of the Master Agreement, the Borrower
nominates an account of the Borrower at a branch of the Bank in Australia as the
account to which the Advance is to be paid the Borrower shall, in the absence of
written instructions to the Bank to the contrary, be deemed to have instructed the Bank
to convert the Advance into AUD on the basis of the Bank’s Sydney office spot selling
rate of exchange for the purchase of the currency in which the Advance is denominated
with AUD on the date on which the Advance is debited to such account.
	 
	 	(d)	 	An Advance may be renewed at the end of each Interest Period. The Borrower by
notice in writing delivered to the Bank not later than five Business Days prior to the
expiration of each successive Interest Period then current (or at such later time as
may be agreed) may nominate the duration of the next following Interest Period and the
currency it wishes the Advance to be denominated in during such Interest Period. If
the Borrower fails to give such notice then, subject to clause 5.3(c), the Borrower
shall be deemed to have selected the same duration for the relevant Interest Period as
the immediately preceding Interest Period and the same currency for the relevant
Interest Period as the Advance was denominated in during the immediately preceding
Interest Period.






	5.2	 	Interest






	 	(a)	 	The Borrower shall:






	 	(i)	 	on each Interest Date pay to the Bank interest at the rate
determined in accordance with clause 5.2(b) on each Advance; and
	 
	 	(ii)	 	on any date on which the Borrower shall discharge its liability
hereunder in respect of an Advance pay to the Bank interest at the rate
determined in accordance with clause 5.2(b) on such Advance.






	 	(b)	 	The rate of interest applicable to each Interest Period of each Advance shall
be:






	 	(i)	 	in respect of Sims UK and Sims USA where the Advance is made
available in an Overseas City, the aggregate of [*] and the arithmetic average
(rounded upward if necessary to the nearest one sixteenth of one percent) of
the offered rates quoted to the Bank by leading banks in the Overseas





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45.





	 	 	 	City Interbank Market at or about 11.00 am in the Overseas City two Business Days
prior to the beginning of such Interest Period (or at such other time as may be
agreed) for deposits in United States Dollars or in the relevant Optional
Currency as the case may be for a term equal to such Interest Period and for an
amount similar to the amount of such Advance; and
	 
	 	(ii)	 	in respect of each of Sims and Sims Finance where the Advance
is made available in the Australian City, the rate quoted by the Bank to that
Borrower and accepted by it.






	 	(c)	 	The rate of interest determined in terms of clause 5.2(b) shall be promptly
notified by the Bank to the Borrower.
	 
	 	(d)	 	Interest will be calculated on the actual number of days elapsed and on the
basis of a year of three hundred and sixty (360) days except in the case of Pounds
Sterling which will be calculated on the basis of a year of three hundred and
sixty-five (365) days.






	5.3	 	Repayment and Cancellation






	 	(a)	 	Subject to any provision of the Master Agreement or this Appendix to the
contrary the Borrower will repay the Existing Accommodation at the end of the
Availability Period.
	 
	 	(b)	 	Each Advance, all interest and any other moneys (other than moneys referred to
in clause 12 of the Master Agreement) to become owing or payable by the Borrower to the
Bank in respect of an Advance shall be repaid or paid in the currency in which such
Advance is denominated.
	 
	 	 	 	The Borrower agrees that it shall ensure that the Bank has the opportunity to quote
for the supply of any United States Dollars and/or Optional Currency required by the
Borrower to meet its obligations hereunder.
	 
	 	(c)	 	The Borrower upon giving not less than five Business. Days prior notice (or
such shorter notice as may be agreed) (such notice to be irrevocable) to the Bank but
subject to clause 18.3 of the Master Agreement may repay an Advance at any time. The
Borrower shall not be permitted to repay part only of an Advance. Any amount so repaid
shall continue to form part of the Accommodation Limit.
	 
	 	(d)	 	The Borrower will obtain all necessary approvals from the Reserve Bank of
Australia with regard to any Exchange Control restrictions for any Advance or otherwise
PROVIDED THAT if at any time in relation to any payment becoming due (whether of
principal or interest) Exchange Control restrictions
imposed by the Reserve Bank of Australia shall prohibit that payment being made in
accordance with clause 5.3(b) of this Appendix and clause 6 of the Master Agreement
the Borrower shall make reasonable efforts to remove that prohibition and if
unsuccessful therein shall (unless otherwise requested by the Bank) on the due





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46.





	 	 	 	date in the case of principal or within three days of the due date in the case of
interest deposit with the Bank at the Sydney branch of the Bank that amount of
Australian Dollars as would purchase the required amount of United States Dollars or
the relevant Optional Currency as the case may be at the Bank’s Sydney office spot
selling rate of exchange for the purchase of the relevant currency with AUD on the
day the deposit is made or if there is no such rate quoted by the Bank on that day
then at such rate last quoted by the Bank and immediately upon such prohibition
being lifted (in whole or in part) and the Bank being able to quote a rate for sale
of United States Dollars or the relevant Optional Currency as applicable the
Borrower shall purchase and shall be permitted to use the aforesaid deposit in or
towards the purchase from the Bank of the required amount of the relevant currency
at the Bank’s Sydney office spot selling rate of exchange for the purchase of the
relevant currency with AUD two Business Days prior to the date the remittance is
made of so much of the relevant payment (together with additional interest accrued
thereon) as can then be lawfully remitted.






	5.4	 	Currencies of Existing Accommodation






	(a)	(i)	 	 Notwithstanding any other provision of this Agreement an Advance may be
denominated in an Optional Currency only if the Bank so agrees. The Bank shall give
notice as to agreement or otherwise to the Borrower not later than 3.00 pm (Overseas
City time) three Business Days prior to the commencement of the relevant Interest
Period or at such later time as may be agreed.
	 
	 	(ii)	 	If the Bank does not agree on the Optional Currency specified
by the Borrower as aforesaid such Advance shall be denominated in United States
Dollars for the relevant Interest Period unless the Bank agrees with the
Borrower that such Advance shall be denominated in another Optional Currency
for such Interest Period.






	 	(b)	 	Notwithstanding the giving by the Bank of a notice pursuant to clause 5.4(a)(i)
that an Optional Currency is agreed, if thereafter there shall occur any changes in
national or international financial, political or economic conditions, currency
availability, currency exchange rates or exchange controls, which in the opinion of the
Bank render it impracticable for the Advance to be denominated in such Optional
Currency during the Interest Period concerned, the Bank shall give notice to the
Borrower to that effect as soon as practicable. In such event:






	 	(i)	 	in the case of the drawdown of an Advance, the Borrower and the
Bank may agree that the notice given pursuant to clause 2.1 of the Master
Agreement for the borrowing of such Advance shall not apply;
	 
	 	(ii)	 	in the absence of such agreement and in any other case, such
Advance shall be denominated in United States Dollars during such Interest
Period; and





[*] Confidential Treatment Requested




 









 





47.





	 	(iii)	 	in any event, the Borrower shall indemnify the Bank against
any loss and reasonable expenses which it may sustain or incur in taking steps
to comply with its obligations under this Agreement as a consequence of the
occurrence of any change as aforesaid and the operation of this clause 5.4(b);






	 	(c)	 	The Borrower may not specify currencies under this agreement if as a result the
Existing Accommodation would be denominated at any one time in more than three
currencies (being either United States Dollars and/or Optional Currencies).






	5.5	 	Currency fluctuations






	 	(a)	 	If at any time the AUD Equivalent of all Advances then outstanding exceeds 105
of the Accommodation Limit, the Borrower shall deposit into the account held by the
Borrower with the Bank (“Margin Account”) the amount in the currency certified by the
Bank as being required to ensure that the AUD Equivalent of all Advances then
outstanding less the amount standing to credit in the Margin Account will not exceed
the Accommodation Limit.
	 
	 	(b)	 	The Borrower may demand or require repayments or withdrawals of any amounts
standing to the credit in the Margin Account (and the Bank will comply with any such
demand or requirement from the Borrower) only to the extent or amount that the
Accommodation Limit exceeds the aggregate of:






	 	(i)	 	the AUD Equivalent of all Advances then outstanding; plus
	 
	 	(ii)	 	the amount (including interest) standing to the credit of the
Margin Account,






at the relevant time.




	 	(c)	 	Other than as permitted under clause 5.5(b) the Borrower may not demand or
require repayments or withdrawals of any amounts standing to credit in the Margin
Account and the Bank will not be required to comply with any such demand or requirement
unless and until all moneys, liabilities and obligations due or owing to the Bank under
the Foreign Currency Facility have been paid and satisfied in full.
	 
	 	(d)	 	The Bank shall pay interest on the amounts standing to credit in the Margin
Account. Interest shall be calculated daily and payable monthly in arrears. The
applicable interest rate shall be the rate quoted in good faith by the Bank as the
rate at which it would accept 24 hour call deposits of a similar amount and in the
same currency or currencies as the credit balance in the Margin Account.





5.6 Substitute Basis




[*] Confidential Treatment Requested




 









 





48.





	 	(a)	 	Notwithstanding anything to the contrary herein contained, if at any time prior
to the commencement of any Interest Period the Bank shall have determined (which
determination shall be conclusive and binding upon the Borrower) that:






	 	(i)	 	by reason of circumstances affecting the Overseas City
Interbank Eurocurrency Market adequate and fair means do not exist for
ascertaining pursuant to clause 5.2(b) the rate of interest applicable to any
Advance during such Interest Period; or
	 
	 	(ii)	 	deposits in United States Dollars or the relevant optional
currency as the case may be are not available to the Bank in the Overseas City
Interbank Eurocurrency Market in sufficient amounts to fund any Advance in the
ordinary course of business; or
	 
	 	(iii)	 	by reason of any change in national or international,
financial, political or economic conditions or exchange controls it is
impracticable for the Bank to fund or to renew an Advance in United States
Dollars or the relevant Optional Currency as the case may be;






the Bank shall as soon as practicable give written notice of such determination to
the Borrower.




	 	(b)	 	Upon a notice being given under clause 5.6(a), the Bank and the Borrower shall
negotiate in good faith with a view to agreeing an alternative method of fixing the
interest rate, an alternative Interest Period an alternative currency for the Advance
and/or an alternative lending office for the Bank.
	 
	 	(c)	 	If such agreement is not reached by the last day of the current Interest Period
the Advance shall become due and repayable in full on that day.





[*] Confidential Treatment Requested



 











 



49.


BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT

FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 
	“Accommodation Particulars”
	 	-     the particulars required, pursuant to
clause 3 to be specified in a Drawdown
Notice;

	 	 	 
	“Bank Bill Discount Rate”
	 	-     the rate of discount expressed as a
percentage yield to maturity per annum at
which the Bank is prepared to purchase Bills
accepted or indorsed by itself;

	 	 	 
	“Banking Day”
	 	-     a day on which the Bank is open for
business in the Australian City;

	 	 	 
	“Bill”
	 	-     has the meaning assigned to the expression
“bill of exchange” by the Bills of Exchange
Act, 1909 of the Commonwealth of Australia
(but shall not include cheques) and any
reference to the drawing, acceptance,
indorsement or other dealing of or with a
Bill is a reference to such drawing,
acceptance, indorsement or other dealing
within the meaning of that Act;

	 	 	 
	“Bills Discount/Acceptance/Indorsement
Facility”
	 	-     the agreement by the Bank hereunder to
accept Bills or accept and discount Bills
drawn by the Borrower or to indorse Bills or
indorse and discount Bills drawn by a third
party and accepted by the Borrower;

	 	 	 
	“Bills Discount/Acceptance/
“Indorsement Usage Fee”
	 	-     the Bills Discount/Acceptance/Indorsement
Usage fee payable pursuant to clause 9;

	 	 	 
	“Bill Indorsement Facility”
	 	-     the agreement by the Bank hereunder to
indorse or to indorse and discount Bills 







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50.


	 	 	 
	
	 	
      drawn by a third

	 	 	 
	“Drawdown Amount”
	 	-     in respect of a Drawing, the amount
specified, pursuant to clause 3(a), in the
Accommodation Particulars referable to that
Drawing;

	 	 	 
	“Drawing”
	 	-     each utilisation of the Bills Discount/Acceptance/Indorsement
Facility as provided
for in this Appendix;

	 	 	 
	“Existing Accommodation”
	 	-     the aggregate face value of all Bills
accepted or indorsed by the Bank hereunder
which shall not have been paid;

	 	 	 
	“Net Bill Proceeds”
	 	-     the Proceeds of Discount of any Bill
accepted and discounted or indorsed and
discounted pursuant to the Bills
Discount/Acceptance/ Indorsement Facility
less the Bills Acceptance Usage Fee or the
Bills Indorsement Usage Fee, as the case may
be, payable in respect of that Bill;

	 	 	 
	“Proceeds of Discount”
	 	-     in relation to a Bill discounted by the
Bank, the sum derived by application of the
formula:







	 	 	 	 	 	 	 
	 

	 	Proceeds of Discount =
	 	FV x 36,500
 

(DM x R) + 36,500
	 	 






	 	 	 
	 	 	      where:
	 	 	 
	 	 	      FV is the face value of the Bill;
	 	 	 
	 	 	      DM is the number of days to maturity of the Bill; and
	 	 	 
	 	 	      R is the Bank Bill Discount Rate expressed as
a percentage per annum yield;
	 	 	 
	“Retiring Bills”
	 	-     has the meaning ascribed to that term in
clause 8; and

	 	 	 
	“Rollover Date”
	 	-     any day during the Availability Period
other than the last 30 days of the
Availability Period on which any Bill falls





[*] Confidential Treatment Requested









 



51.



	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY
	 
	 	 	The Borrower shall execute such authorities as are required by the Bank before the first
utilisation of the Bills Discount/Acceptance/Indorsement Facility.
	 
	3.	 	ACCOMMODATION PARTICULARS
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are:






	 	(a)	 	the aggregate face value of Bills to be accepted or indorsed which shall be not
less than AUD500,000 and which shall be an integral multiple of AUD100,000;
	 
	 	(b)	 	whether the Bills are to be accepted by the Bank or indorsed by the Bank; and
	 
	 	(c)	 	the term of each of the Bills (which in respect of any Accommodation Date shall
be the same for all Bills referable to that Accommodation Date) being not less than 30
days nor more than 185 days);






	 	 	PROVIDED THAT Bills may only be drawn to mature on a day which is a Business Day and no Bill
shall have a term extending beyond the Availability Period.
	 
	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the Bills Discount/Acceptance/Indorsement Facility on a
particular date shall be the aggregate face value of all Bills accepted or indorsed by the
Bank hereunder which shall not have been paid by such date and all Bills which are accepted
as replacement Bills pursuant to clause 6(a) on such date PROVIDED THAT such Outstanding
Accommodation shall not include the aggregate face value of Retiring Bills which mature on
such date.
	 
	5.	 	DRAWINGS





	 	 	 	 	 	 	 
	 

	 	(a)
	 	(i)
	 	If the Borrower specifies pursuant to clause 3(b) that Bills are to be
accepted by the Bank then not later than 12 noon (Australian City time) one Banking Day
before a relevant Accommodation Date (or at such later time as may be agreed) the
Borrower will deliver to the Bank at its Australian City branch (or to such other
branch of the Bank in the Australian City as the Bank may from time to time notify to
the Borrower) Bills naming the Borrower as drawer and payee (signed by the Borrower as
drawer) and naming the Bank as acceptor having an aggregate face value equivalent to
the amount specified pursuant to clause 3(a) in respect of that Accommodation Date.
The Bank shall insert the address of the




[*] Confidential Treatment Requested









 



52.


	 	 	 	 	 	 	 
	 

	 	 	 	 	 	office of the Bank at the Australian City at which Bills are to be payable
and shall accept the Bills in the Australian City on the relevant
Accommodation Date.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	If the Borrower specifies pursuant to clause 3(b) that Bills
are to be indorsed by the Bank then not later than 10.00 am (Australian City
time) on the relevant Accommodation Date (or at such later time as may be
agreed) the Borrower will deliver to the Bank at its Australian City branch (or
to such other branch of the Bank in the Australian City as the Bank may from
time to time notify to the Borrower) Bills naming a third party or the Borrower
as drawer (signed by the drawer) a third party or the Borrower as payee and a
third party as acceptor (signed by the acceptor) having an aggregate face value
equivalent to the amount specified pursuant to clause 3(a) in respect of that
Accommodation Date. The Bank shall indorse the Bills in the Australian City on
the relevant Accommodation Date.







	 	(b)	 	Not later than 10.45 am (Australian City time) on the relevant Accommodation
Date the Bank shall notify the Borrower of its Bank Bill Discount Rate in respect of
Bills of a similar term and amount to those accepted or indorsed by it hereunder for
discounting on that day. Forthwith after receipt of such notification the Borrower
shall notify the Bank whether it wishes to have the Bills which have been accepted or
indorsed by the Bank for discounting on that day discounted by the Bank or whether it
wishes to arrange for a third party to discount such Bills.
	 
	 	(c)	 	Subject to the terms and conditions contained herein the Bank shall on any
relevant Accommodation Date:






	 	(i)	 	where the Bank is to discount the Bills referred to in clause
5(a), discount such Bills at the Bank Bill Discount Rate notified to the
Borrower pursuant to clause 5(b) and on the relevant Accommodation Date pay the
aggregate Net Bill Proceeds of such Bills to the account or accounts nominated
pursuant to clause 2.1(e) of the Master Agreement; or
	 
	 	(ii)	 	where a third party is to discount such Bills, not later than
1.00 pm (Australian City time) on the relevant Accommodation Date make such
Bills available to the Borrower at the Australian City branch of the Bank (or
at such other branch of the Bank in the Australian City as the Bank may from
time to time notify to the Borrower).






	6.	 	REPLACEMENT BILLS






	 	(a)	 	Subject to clause 2.2 of the Master Agreement, where the Bank has accepted or
indorsed Bills the Bank, at the option of the Borrower, shall accept or accept and
discount or indorse or indorse and discount on each Rollover Date Bills replacing those
Bills having an aggregate face value equivalent to the aggregate face value of the
Bills accepted or indorsed by the Bank which mature on such Rollover Date





[*] Confidential Treatment Requested









 



53.


	 	 	 	less the aggregate face value of Bills accepted or indorsed by the Bank which are or
are to be retired on such date pursuant to clause 8 (the “replacement Bills”).
Subject to the provisions of this Agreement one or more replacement Bills may be
drawn to replace maturing Bills accepted or indorsed by the Bank.






	 	(b)	 	Not later than 10.00 am (Australian City time) two Banking Days prior to any
Rollover Date (or at such later time as may be agreed) the Borrower shall by notice in
writing delivered to the Australian City office of the Bank nominate the term of the
replacement Bills (which shall be the same for all Bills referable to that Rollover
Date) which shall be not less than 30 days nor more than 185 days PROVIDED THAT:






	 	(i)	 	replacement Bills may only be drawn to mature on a date which
is a Business Day and no replacement Bill shall have a term which will extend
beyond the Availability Period; and
	 
	 	(ii)	 	if the Borrower fails to give a notice required under this
clause 6(b) the Borrower shall be deemed, subject to clause 6(b)(i), to have
elected that replacement Bills have a term equal to the term of the Bills being
replaced.






	 	(c)	 	Clauses 5(a)(i) and 5(b) shall apply mutatis mutandis in relation to the
preparation, delivery, execution, and acceptance or indorsement of and election as to
the party to discount replacement Bills.
	 
	 	(d)	 	On each Rollover Date the Bank shall:






	 	(i)	 	where the Bank is to discount the replacement Bills, discount
the replacement Bills at the Bank Bill Discount Rate notified to the Borrower
pursuant to clause 5(b) and before the close of business on the relevant
Rollover Date apply the Net Bill Proceeds of each replacement Bill in or
towards discharging the obligation of the Borrower to indemnify the Bank
pursuant to clause 7 in respect of the Bills accepted or indorsed by the Bank
hereunder which mature on that Rollover Date; or
	 
	 	(ii)	 	where a third party is to discount the replacement Bills, not
later than 1.00 pm (Australian City time) on the relevant Rollover Date make
the replacement Bills available to the Borrower at the Australian City branch
of the Bank (or at such other branch of the Bank in the Australian City as the
Bank may from time to time notify to the Borrower) PROVIDED THAT the Bank shall
not be obliged to make such replacement Bills available to the Borrower until
such time as the Borrower has discharged its obligations under clause 7 in
respect of the Bills accepted or indorsed by the Bank hereunder which mature on
that Rollover Date.






	7.	 	INDEMNITY IN RESPECT OF BILLS
	 
	 	 	The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times
indemnified against all liabilities of the Bank as acceptor or indorser of any Bill drawn by




[*] Confidential Treatment Requested









 



54.


	 	 	the Borrower or a third party and accepted or indorsed by the Bank hereunder. The Borrower
agrees with the Bank that, as between the Bank and the Borrower, the Borrower is primarily
liable in respect of Bills drawn by the Borrower or a third party and accepted or indorsed
by the Bank hereunder and accordingly:






	 	(a)	 	as between the Borrower and the Bank, the liability of the Borrower with
respect to the Bills shall not be taken to have been discharged by reason of the Bank
becoming the holder of any Bill before or on or after its maturity date; and
	 
	 	(b)	 	in respect of Bills accepted by the Bank hereunder, or indorsed by the Bank and
held by it at maturity, the Borrower shall not later than 1.00 pm (Australian City
time) on each day on which each such Bill falls due for payment, pay to the Bank an
amount equal to the face value thereof PROVIDED THAT where any such Bill is replaced on
its Rollover Date by a further Bill which the Borrower has elected to have discounted
by the Bank on that Rollover Date, the amount to be paid to the Bank pursuant to this
clause 7 shall be reduced by an amount equal to the Net Bill Proceeds of that further
Bill; and
	 
	 	(c)	 	in respect of Bills indorsed by the Bank hereunder and held by a third party at
maturity the Borrower shall, if demand is made upon the Bank as indorser of any such
Bill by the holder of any such Bill, forthwith upon demand by the Bank pay to the Bank
an amount equal to the face value thereof.






	8.	 	RETIRING BILLS
	 
	 	 	The Borrower upon giving to the Bank not less than three Banking Days prior written notice
(or such shorter notice as may be agreed) (such notice to be irrevocable) may elect during
the Availability Period not to rollover but to retire any Bill accepted by the Bank (the
“Retiring Bill”) on its maturity date. The term “Retiring Bill” shall also include any Bill
which the Bank indorses pursuant to clause 5(a)(ii). The amount representing the face value
of any Retiring Bill shall continue to form part of the Accommodation Limit.
	 
	9.	 	BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY AND USAGE FEES
	 
	 	 	The Borrower shall pay to the Bank in relation to the Bills Discount/Acceptance/ Indorsement
Facility the fees which are specified in Part 5 of Schedule 1 to the Master Agreement.
	 
	10.	 	AUTHORITY TO ROLL OVER BILLS ON DEFAULT
	 
	 	 	Notwithstanding any other provision of this Agreement, if the Borrower fails to make any
payment due to the Bank under this Agreement in respect of Bills on the due date therefor,
then the Bank may, at its option, (and is hereby irrevocably appointed the attorney of the
Borrower so to do) draw and indorse on behalf of the Borrower and accept and discount or
accept and arrange the discounting of Bills for such periods as in the opinion of the Bank
are necessary and in such amounts as are sufficient to result in Net Bill Proceeds of an
amount equal to the amount of such payment. The Proceeds of





[*] Confidential Treatment Requested









 



55.



	 	 	Discount of such Bills shall be applied by the Bank in payment to it of the Bills Acceptance
Usage Fee payable in respect of those Bills and of an amount equal to the amount of the
unpaid payment. The exercise by the Bank of its option under this clause 10 shall not act
as a waiver of the Bank’s right to make a declaration under clause 10.1 of the Master
Agreement.
	 
	11.	 	POWER OF ATTORNEY
	 
	 	 	The Borrower appoints each Authorised Officer of the Bank its attorney on the following
terms:






	 	(a)	 	the Borrower authorises each Authorised Officer of the Bank to complete Bills
in accordance with the obligations of the Borrower in all respects in which they are
incomplete in accordance with the relevant Drawdown Notice (including, without
limitation, the completion of the face value of the Bills as required by the Bank) and
to date them;
	 
	 	(b)	 	the Borrower authorises each Authorised Officer of the Bank to draw, present
and sign (whether as drawer, acceptor or indorser) for the Borrower each Bill to be
drawn and accepted by the Bank or indorsed by the Bank and the Borrower appoints each
Authorised Officer of the Bank as its attorney for this purpose and the purposes set
out in clause 11(a) to draw, present and sign Bills on behalf of the Borrower whether
as drawer, acceptor or indorser;
	 
	 	(c)	 	the power granted hereunder will be exercised under hand by two or more of the
Authorised Officers of the Bank;
	 
	 	(d)	 	the Borrower indemnifies and will at all times keep indemnified the Authorised
Officers of the Bank and each of them and the Bank against all costs, charges, expenses
and losses which the Authorised Officers of the Bank or any of them or the Bank may
incur in or in respect of the execution of the powers hereby conferred upon the
Authorised Officers of the Bank;
	 
	 	(e)	 	in consideration of the Authorised Officers of the Bank carrying out the powers
hereby conferred the Borrower agrees that this power is irrevocable until such time as
all moneys owing under or in connection with this Agreement have been paid to the Bank
provided that the Borrower may revoke this power at any time with the consent in
writing of the Bank; and
	 
	 	(f)	 	each of the Authorised Officers of the Bank may exercise or concur in
exercising all powers hereby conferred notwithstanding that any of the Authorised
Officers of the Bank has or may have a direct, indirect or personal interest in the
mode or result of exercising such power or may benefit either directly or indirectly as
a result of the exercise of any such power and notwithstanding that any of the
Authorised Officers of the Bank may be a bank officer acting for or on behalf of the
Bank.





[*] Confidential Treatment Requested









 



56.







STANDBY LETTER OF CREDIT FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:






	 	 	 
	“Accommodation Particulars”
	 	-     the particulars required, pursuant to
clause 3 to be specified in a Drawdown
Notice;

	 	 	 
	“AUD Equivalent”
	 	-     in respect of any one currency the
equivalent in AUD of a sum expressed in that
currency converted at the Spot Rate of
Exchange;

	 	 	 
	“Drawdown Amount”
	 	-     in respect of a Drawing, the amount
specified, pursuant to clause 3, in the
Accommodation Particulars referable to that
Drawing;

	 	 	 
	“Drawing”
	 	-     each utilisation of the Letter of Credit
Facility as provided for in this Appendix;

	 	 	 
	“Existing Accommodation”
	 	-     the aggregate, in the currencies in which
they are denominated, of the face amount of
each Letter of Credit Liability under which
the Bank remains wholly or partially liable
(whether contingently or otherwise) on the
relevant date.

	 	 	 
	“Letter of Credit Facility”
	 	-     the agreement by the Bank hereunder to
establish any one or more Letter of Credit
Liabilities;

	 	 	 
	“Letter of Credit Liability”
	 	-     a liability of the Bank under a letter of
credit; and

	 
	“Spot Rate of Exchange”
	 	-     the Bank’s Australian City office spot rate
of exchange for the purchase of a currency
with AUD two Business Days before the 






[*] Confidential Treatment Requested









 



57.



	 	 	 
	 
	 	       relevant date for calculating an AUD
Equivalent. The Bank’s determination as to
the Spot Rate of Exchange from time to time
shall be conclusive in the absence of
manifest error.







	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF LETTER OF CREDIT FACILITY
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Letter of Credit Facility.
	 
	3.	 	ACCOMMODATION PARTICULARS
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as
are required by the Bank on the application forms and authorities which the Bank requires to
be completed by the Borrower prior to the establishment of the relevant Letter of Credit
Liability.
	 
	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the Letter of Credit Facility at a particular date shall be
the aggregate of:






	 	(a)	 	the aggregate face amount of each Letter of Credit Liability the face amount of
which is denominated in AUD under which the Bank remains wholly or partially liable
(whether contingently or otherwise) on such date; and
	 
	 	(b)	 	the aggregate of the AUD Equivalents on such date of the face amount of each
other Letter of Credit Liability under which the Bank remains wholly or partially
liable (whether contingently or otherwise) on such date.






	5.	 	DRAWINGS
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time in its discretion
impose, the Bank shall establish Letter of Credit Liabilities. All Letter of Credit
Liabilities established by the Bank shall be in such form as the Bank requires and be made
available by the Bank through the Australian City Office of the Bank.
	 
	6.	 	FEES
	 
	 	 	The Borrower shall pay to the Bank such fees referable to the establishment of each Letter
of Credit Liability as the Bank advises from time to time. The Borrower shall also





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58.


	 	 	pay to the Bank in respect of each Letter of Credit Liability, the Letter of Credit Facility
Issue Fee specified in Part 5 of Schedule 1 to the Master Agreement.
	 
	7.	 	INABILITY TO ESTABLISH LETTER OF CREDIT LIABILITIES
	 
	 	 	If:






	 	(a)	 	by reason of any applicable law, regulation, order or directive (whether or not
having the force of law) or by reason of its interpretation by any governmental
authority charged with the administration thereof or by any court of competent
jurisdiction; or
	 
	 	(b)	 	by reason of any national or international, financial, political or economic
conditions or exchange controls, the Bank is unable or unwilling to establish a Letter
of Credit Liability in accordance with the applicable Drawdown Notice, the Bank shall
notify the Borrower to that effect as soon as practicable and the obligation of the
Bank to establish such Letter of Credit Liability in accordance with such Drawdown
Notice shall cease and the relevant Drawdown Notice shall be deemed to be revoked,
whereupon the Borrower and the Bank shall negotiate in good faith with a view to
agreeing an alternative basis on which the Accommodation pursuant to the Letter of
Credit Facility may be provided by the Bank.






	8.	 	INDEMNITY
	 
	 	 	Subject to the following provisions of this clause, the Borrower hereby indemnifies and
undertakes to keep the Bank indemnified at all times upon demand from and against all
actions, proceedings, claims and demands which may be brought or made against the Bank and
all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for
which the Bank may become liable by reason either directly or indirectly of the
establishment by the Bank of a Letter of Credit Liability and the Bank is hereby irrevocably
authorised and directed by the Borrower to pay forthwith on any demand appearing or
purporting to be made by or on behalf of a beneficiary named as the beneficiary of a Letter
of Credit Liability in accordance with the terms of the Letter of Credit any sums up to the
limit of the liability stated therein which may be demanded from the Bank from time to time
without any reference to or any necessity for confirmation or verification on the part of
the Borrower, it being expressly agreed that any such demand shall be as between the
Borrower and the Bank conclusive evidence that the sum stated therein is properly due and
payable. The obligations of the Borrower shall not, provided that the Bank has exercised
due care herein, be affected or in any way limited by any falsity, inaccuracy, insufficiency
or forgery of or in any notice or demand pursuant to any Liability or the failure other than
negligent failure of the Bank to enquire whether any notice or demand has been inaccurately
transmitted or received from any cause whatsoever or has been given or sent by an
unauthorised person.






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59.







DOCUMENTARY CREDIT/GUARANTEE FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 
	“Accommodation Particulars”
	 	-     the particulars required, pursuant to
clause 3 to be specified in a Drawdown
Notice;

	 	 	 
	“AUD Equivalent”
	 	-     in respect of any one currency the
equivalent in AUD of a sum expressed in
that currency converted at the Spot Rate
of Exchange;

	 	 	 
	“Documentary Credit/Guarantee
Facility”
	 	-     the agreement by the Bank hereunder to
establish any one or more Documentary
Credit Liabilities or Guarantee
Liabilities;

	 	 	 
	“Documentary Credit Liability”
	 	-     a liability of the Bank under a
documentary credit established where the
Bank will retain control of the relevant
goods;

	 	 	 
	“Drawdown Amount”
	 	-     where the face amount of the relevant
Liability is denominated in AUD, that
amount, and where the face amount is
denominated in a currency other than AUD,
the AUD Equivalent of the face amount of
that Liability on the date on which the
Liability was or is to be established by
the Bank;

	 	 	 
	“Drawing”
	 	-     each utilisation of the Documentary
Credit/ Guarantee Facility as provided for
in this Appendix;

	 	 	 
	“Existing Accommodation”
	 	-     the aggregate, in the currencies in
which they are then denominated, of the
face amount of each Liability under which
the Bank remains wholly or partially
liable 





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60.





	 	 	 
	 
	 	     
 (whether contingently or otherwise) on the relevant date;

	 	 	 
	“Guarantee Liability”
	 	-     a liability of the Bank under a
guarantee;

	 	 	 
	“Liability”
	 	-     either a Documentary Credit Liability or
a Guarantee Liability; and

	 	 	 
	“Spot Rate of Exchange”
	 	-     the Bank’s Australian City office spot
rate of exchange for the purchase of a
currency with AUD two Business Days before
the relevant date for calculating an AUD
Equivalent. The Bank’s determination as
to the Spot Rate of Exchange from time to
time shall be conclusive in the absence of
manifest error.








	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF THE DOCUMENTARY CREDIT/GUARANTEE FACILITY
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Documentary Credit/Guarantee Facility.
	 
	3.	 	DRAWDOWN NOTICES AND ACCOMMODATION PARTICULARS
	 
	 	 	A Drawdown Notice to be given by the Borrower pursuant to clause 2.1 of the Master Agreement
with respect to a proposed utilisation of the Documentary Credit Facility shall be given not
later than 11.00 am (Australian City time) on the proposed Accommodation Date.
	 
	 	 	A Drawdown Notice to be given by the Borrower pursuant to clause 2.1 of the Master Agreement
with respect to a proposed utilisation of the Guarantee Facility shall be given not later
than 11.00am (Australian City time) two Business Days prior to the proposed Accommodation
Date.
	 
	 	 	The Accommodation Particulars to be specified in the Drawdown Notice are:






	 	(a)	 	whether the Borrower requires the Bank to establish a Documentary Credit
Liability or a Guarantee Liability; and
	 
	 	(b)	 	such particulars as are required by the Bank on the application forms and
authorities which the Bank requires to be completed by the Borrower prior to the
establishment of the relevant Liability.





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61.








	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the Documentary Credit/Guarantee Facility at a particular
date shall be the aggregate of:






	 	(i)	 	the aggregate face amount of each Liability the face amount of which is
denominated in AUD under which the Bank remains wholly or partially liable (whether
contingently or otherwise) on such date; and
	 
	 	(ii)	 	the aggregate of the AUD Equivalents on such date of the face amount of each
other Liability under which the Bank remains wholly or partially liable (whether
contingently or otherwise) on such date.






	5.	 	DRAWINGS
	 
	 	 	Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement
and such other terms and conditions as the Bank may from time to time in its discretion
impose, the Bank shall establish Liabilities. All Liabilities established by the Bank shall
be in such form as the Bank requires.
	 
	6.	 	FEES
	 
	 	 	The Borrower shall pay to the Bank such documentary establishment fees referable to the
establishment of each Liability as the Bank advises from time to time. The Borrower shall
also pay to the Bank in respect of each Liability the Documentary Credit/Guarantee issue Fee
specified in Part 5 of Schedule 1 to the Master Agreement. Such fee shall be calculated in
the manner and paid at the time or times set out in such Part.
	 
	7.	 	INABILITY TO ESTABLISH LIABILITIES
	 
	 	 	If:






	 	(a)	 	by reason of any applicable law, regulation, order or directive (whether or not
having the force of law) or by reason of its interpretation by any governmental
authority charged with the administration thereof or by any court of competent
jurisdiction; or
	 
	 	(b)	 	by reason of any national or international, financial political or economic
conditions or exchange controls, the Bank is unable or unwilling to establish a
Liability in accordance with the applicable Drawdown Notice, the Bank shall notify the
Borrower to that effect as soon as practicable and the obligation of the Bank to
establish such Liability in accordance with such Drawdown Notice shall cease and the
relevant Drawdown Notice shall be deemed to be revoked, whereupon the Borrower and the
Bank shall negotiate in good faith with a view to agreeing an alternative basis on
which the Accommodation pursuant to the Documentary Credit/Guarantee Facility requested
by the Borrower may be provided by the Bank.






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62.








	8.	 	INDEMNITY
	 
	 	 	Subject to the following provisions of this clause, the Borrower hereby indemnifies and
undertakes to keep the Bank indemnified at all times upon demand from and against all
actions, proceedings, claims and demands which may be brought or made against the Bank and
all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for
which the Bank may become liable by reason either directly or indirectly of the
establishment by the Bank of a Liability at the request of the Borrower and the Bank is
hereby irrevocably authorised and directed by the Borrower to pay forthwith on any demand
appearing or purporting to be made by or on behalf of a beneficiary named as the beneficiary
of a Liability any sums up to the limit of the liability stated therein which may be
demanded from the Bank from time to time without any reference to or any necessity for
confirmation or verification on the part of the Borrower, it being expressly agreed that any
such demand shall be as between the Borrower and the Bank conclusive evidence that the sum
stated therein is properly due and payable. The obligations of the Borrower shall not,
provided that the Bank has exercised due care herein, be affected or in any way limited by
any falsity, inaccuracy, insufficiency or forgery of or in any notice or demand pursuant to
any Liability or the failure other than negligent failure of the Bank to enquire whether any
notice or demand has been inaccurately transmitted or received from any cause whatsoever or
has been given or sent by an unauthorised person.
	 
	9.	 	CURRENCY FLUCTUATIONS






	 	(a)	 	If at any time during the currency of a Liability the face amount of which is
denominated in a currency other than AUD, the AUD Equivalent of the face amount of such
Liability exceeds the aggregate of the Drawdown Amount of such Liability and the
balance then held by the Bank of any deposits previously made by the Borrower with
respect to such Liability in accordance with this clause 9(a), if any, the Borrower
shall upon receipt of a notice by the Bank to that effect deposit with the Australian
City branch of the Bank (or such other branch of the Bank in the Australian City as the
Bank may from time to time notify to the Borrower) an amount in AUD equal to the amount
by which such AUD Equivalent exceeds such aggregate PROVIDED HOWEVER THAT the Bank
shall not serve notice on the Borrower pursuant to this clause 9(a) with respect to a
particular Liability where no deposits are then held by the Bank with respect to such
Liability unless the AUD Equivalent of the face amount of such Liability at the
relevant time exceeds the Drawdown Amount of such Liability by an amount in excess of 5
% of such Drawdown Amount.
	 
	 	(b)	 	Where a deposit has been made by the Borrower with respect to a Liability in
accordance with clause 9(a) and at any time thereafter the AUD Equivalent of the face
amount of such Liability is less than the aggregate of the Drawdown Amount of such
Liability and the balance then held by the Bank of any deposits previously made by the
Borrower with respect to such Liability in accordance with clause 9(a) the Bank shall
upon written request by the Borrower pay to the Borrower out of such deposits an amount
equal to the lesser of such difference or the balance of the deposits then held by the
Bank-with respect to such Liability.





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63.








	 	(c)	 	Upon discharge of the Bank’s obligations with respect to a Liability the
balance then held by the Bank of any deposit made by the Borrower with respect to such
Liability in accordance with clause 9(a) and the interest paid or payable by the Bank
on such deposits in accordance with clause 9(d) shall be applied by the Bank in or
towards meeting the Borrower’s obligations to the Bank with respect to such Liability
under clause 8 and any balance remaining after such application shall be paid by the
Bank to the Borrower.
	 
	 	(d)	 	The Bank shall pay interest on the daily balance of deposits made by the
Borrower pursuant to this clause 9 in respect of a Liability at the rate of interest
agreed in writing by the Borrower and the Bank or, if no such rate is agreed, at the
rate determined at the sole discretion of the Bank.





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64.







FOREIGN BILLS NEGOTIATED FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF AUSTRALIA.




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 
	“Accommodation Particulars”
	 	-     the particulars required, pursuant
to clause 3 to be specified in a
Drawdown Notice;

	 	 	 
	“AUD Equivalent”
	 	-     in respect of any one currency, the
equivalent in AUD of the sum expressed
in that currency converted at the
Bank’s Spot Rate of Exchange;

	 	 	 
	“Drawdown Amount”
	 	-     in respect of a Foreign Bill, the
AUD Equivalent of the Proceeds of
Negotiation of such Foreign Bill;

	 	 	 
	“Drawing”
	 	-     each utilisation of the Foreign
Bills Negotiated Facility as provided
for in this Appendix;

	 	 	 
	“Existing Accommodation”
	 	-     the aggregate, in the currencies in
which they are then denominated, of
the Proceeds of Negotiation of each
Foreign Bill negotiated by the Bank
hereunder in respect of which the Bank
has not been reimbursed;

	 	 	 
	“Foreign Bill”
	 	-     a negotiable instrument (whether
clean or documentary) where the party
named as drawee is not a resident of
Australia which is in a form
satisfactory to the Bank;

	 	 	 
	“Foreign Bills Negotiated Facility”
	 	-     the agreement by the Bank hereunder
to negotiate Foreign Bills;





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65.


	 	 	 
	“Proceeds of Negotiation”
	 	-     the sum paid to the Borrower being
the proceeds of negotiation of a
Foreign Bill negotiated pursuant to
the Foreign Bills Negotiated Facility;
and

	 	 	 
	“Spot Rate of Exchange”
	 	-     the Bank’s Sydney office spot rate
of exchange for the purchase of the
relevant currency with AUD two
Business Days before the relevant date
for calculating an AUD Equivalent. The
Bank’s determination as to the Spot
Rate of Exchange from time to time
shall be conclusive in the absence of
manifest error.








	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF FOREIGN BILLS NEGOTIATED FACILITY
	 
	 	 	The Borrower shall execute such application forms and authorities as are required by the
Bank before each utilisation of the Foreign Bills Negotiated Facility.
	 
	3.	 	ACCOMMODATION PARTICULARS
	 
	 	 	The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as
are required by the Bank on the application forms and authorities which the Bank requires to
be completed by the Borrower prior to the establishment of the relevant Foreign Bill.
	 
	4.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the Foreign Bills Negotiated Facility on a particular date
shall be the aggregate AUD Equivalent on such date of the Proceeds of Negotiation of each
Foreign Bill negotiated by the Bank hereunder in respect of which the Bank has not been
reimbursed on such date.
	 
	5.	 	DRAWINGS
	 
	 	 	Subject to the Bank’s usual terms and conditions and the terms and conditions of this
Agreement, the Bank shall negotiate Foreign Bills duly presented to the Bank for negotiation
under the terms of this Agreement and shall pay the Proceeds of Negotiation to the account
or accounts nominated pursuant to clause 2.1 (e) of the Master Agreement.




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66.








	6.	 	INTEREST
	 
	 	 	The Borrower shall pay to the Bank interest on the Proceeds of Negotiation of each Foreign
Bill negotiated hereunder for the period from the date of negotiation until the date of
reimbursement at the rate quoted by the Bank and accepted by the Borrower prior to
negotiation of the Foreign Bill by the Bank.
	 
	7.	 	FEES
	 
	 	 	The Borrower shall pay to the Bank such fees for negotiating Foreign Bills as may be agreed
by the Bank and the Borrower from time to time.
	 
	8.	 	INDEMNITY
	 
	 	 	The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times
indemnified against any loss or expense incurred by the Bank if a Foreign Bill negotiated
hereunder is not paid according to its tenor.





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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.




DATED 21 SEPTEMBER 1998




SIMSMETAL FINANCE LIMITED

ACN 052 931 218




SIMSMETAL USA CORPORATION




SIMSMETAL UK HOLDINGS LIMITED




SIMSMETAL LIMITED

ACN 008 634 526




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




FOURTH AMENDING AGREEMENT




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 9378 4939

Facsimile: (02) 9378 4792

DX 1440 Sydney

Ref: GDC 1170634




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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.2	 	Interpretation	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	2.	 	AMENDMENTS TO FACILITY AGREEMENT	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	3.	 	CONDITIONS PRECEDENT	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONSENT AND CONFIRMATION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Consent	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.2	 	Confirmation	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Representations and warranties	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.2	 	Reliance on representations and warranties	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	6.	 	COSTS AND EXPENSES	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	7.	 	GOVERNING LAW	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	8.	 	COUNTERPARTS	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 1 MEMBERS	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 2 AMENDMENTS TO THE FACILITY AGREEMENT	 	 	10	 






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 1.




FOURTH AMENDING AGREEMENT




THIS AGREEMENT is made on 21 September 1998




BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK HOLDINGS LIMITED
(formerly known as Simsmetal UK Limited) a company incorporated in the United Kingdom, having an
office at Long Marston, Stratford Upon Avon, Warwickshire CV37 8AQ and SIMSMETAL LIMITED ACN 008
634 526 of Level 6, 41 McLaren Street, North Sydney, New South Wales (individually and collectively
the “Borrower”)




AND




THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the Sims Group)




AND




COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)




RECITALS





	A.	 	The Borrower and the Bank have agreed to vary the Facility Agreement in the manner and on the
terms and conditions set out in this agreement.
	 
	B.	 	The Members have agreed to consent to the variation of the Facility Agreement in the manner
set out in this agreement.




NOW IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this agreement, unless the contrary intention appears:





	 	 	 
	Effective Date
	 	-     the date on which all the conditions precedent
set out in clause 3.1 have been complied with to
the satisfaction of the Bank;

	 	 	 
	Facility Agreement
	 	-     the agreement named “Facility Agreement” dated
29 October 1991 between Sims Finance and Sims
USA as borrower and the Bank, as varied by:






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2.


	 	 	 
	 	 	(a)  letters dated 4 February, 10 June and 29
July 1993 from the Bank;

	 	 	 
	 	 	(b)  the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance, Sims
USA and the Bank;

	 	 	 
	 	 	(c)  the agreement named “Second Amending
Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Sims UK Holdings and the
Bank; and

	 	 	 
	 	 	(d)  the agreement named “Third Amending and
Accession Agreement” dated 21 March 1996 between
the Borrower, the companies named in schedule 1
and the Bank;

	 	 	 
	Group Guarantee
	 	-      the deed of that name dated 21 March 1996
between the Relevant Companies as guarantors and
debtors and the Bank;

	 	 	 
	Members
	 	-      the companies named in schedule 1;

	 	 	 
	Negative Pledge Agreement
	 	-      the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
varied or supplemented by:

	 	 	 
	 	 	(a)  letters dated 7 April, 1 and 30 September
and 18 November 1992 and 4 February and 10 June
1993 from the Bank;

	 	 	 
	 	 	(b)  the deed named “Negative Pledge Amendment
Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that
deed;

	 	 	 
	 	 	(c)  the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK
Holdings;

	 	 	 
	 	 	(d)  the deed named “Second Amending and
Accession Deed” dated 21 March 1996






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3.



	 	 	 
	 	 	     between
Sims and the other companies named in the schedule to
that deed as members, Sims Aluminium Pty Limited
as new member and the Bank; and

	 	 	 
	 	 	(e)  the Third Amending Deed;

	 	 	 
	Relevant Companies
	 	-     the Borrower and the Members;

	 	 	 
	Relevant Documents
	 	-     this agreement, the Sims Guarantee and the
Third Amending Deed;

	 	 	 
	Sims
	 	-     Simsmetal Limited ACN 008 634 526;

	 	 	 
	Sims Finance
	 	-     Simsmetal Finance Limited ACN 052 931 218;

	 	 	 
	Sims Guarantee
	 	-     the deed of guarantee dated on or about the
date of this agreement between Sims as
guarantor, Sims UK as debtor and the Bank;

	 	 	 
	Sims UK
	 	-     Simsmetal UK Limited (formerly known as Sims
Bird Limited), a company incorporated in the
United Kingdom;

	 	 	 
	Sims UK Holdings
	 	-     Simsmetal UK Holdings Limited (formerly known
as Sims UK Limited), a company incorporated in
the United Kingdom;

	 	 	 
	Sims USA
	 	-     Simsmetal USA Corporation, a company
incorporated in Delaware, United States of
America; and

	 	 	 
	Third Amending Deed
	 	-     the deed named “Third Amending Deed (Negative
Pledge Agreement)” dated on or about the date of
this agreement between Sims and the other
companies named in the schedule to that deed as
members, and the Bank.








	1.2	 	Interpretation
	 
	 	 	In this agreement, unless the contrary intention appears:






	 	(a)	 	any reference to “this agreement” or “the agreement” includes, where the
context permits, a reference to each schedule and the recitals;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;





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4.


	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this agreement as varied or replaced
from time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Borrower and the
Members contained or implied in this agreement bind them and every two or more of them
jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement (as amended by
this agreement) has the same meaning when used in this agreement;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement has the
same meaning when used in this agreement; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this
agreement, then the Bank may withhold that approval, consent or agreement in its
absolute discretion or, where granted, may impose such conditions as the Bank may in
its absolute discretion determine.






	2.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	2.1	 	Subject to clause 3.1, with effect on and from the Effective Date the Facility Agreement is
amended in the manner set out in schedule 2 but without prejudice to any act, matter or thing
done or effected prior to the Effective Date.
	 
	2.2	 	Except to the extent amended by this agreement in the manner set out in schedule 2, the terms
and conditions of the Facility Agreement will continue in full force and effect and are
ratified and confirmed by the parties to this agreement.




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5.


	2.3	 	Nothing in this agreement abrogates, prejudices, diminishes or otherwise adversely affects
any rights, remedies, obligations or liabilities of the parties to the Facility Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	3.1	 	The amendments to the Facility Agreement as set out in schedule 2 will not take effect until
the Bank has received all of the following in form and substance satisfactory to it:






	 	(a)	 	a certified copy of an extract of the minutes of a meeting of the board of
directors and any other corporate authorisations of each Relevant Company and Sims UK
which evidences the resolutions authorising the execution of and observance of
obligations under each Relevant Document to which it is a party;
	 
	 	(b)	 	each Relevant Document duly executed by all relevant parties (other than the
Bank);
	 
	 	(c)	 	in respect of each Relevant Company other than Sims USA and Sims UK Holdings, a
statement regarding constitution and a declaration of solvency in each case signed by
two directors of the Relevant Company;
	 
	 	(d)	 	a declaration under Chapter 2E of the Corporations Law signed by two directors
of Sims; and
	 
	 	(e)	 	payment of a front end fee of $50,000.






	3.2	 	Anything required to be certified under clause 3.1 must be certified by the secretary or a
director of the Relevant Company, as the case may be, as being true and complete as at a date
no earlier than the Effective Date.






	3.3 	(a)	 	 Each Relevant Company undertakes to ensure that legal opinions (in form and substance
acceptable to the Bank) in relation to the execution of the Relevant Documents by Sims USA,
Sims UK Holdings and Sims UK are furnished to the Bank within three months from the date of
this agreement.
	 
	 	(a)	 	The parties agree that failure to comply with clause 3.3(a) will constitute an
Event of Default under each of the Negative Pledge Agreement and the Facility
Agreement.






	3.4	 	If and in so far as it may be beyond the power of any Relevant Company to enter into and/or
be bound by and/or perform its obligations under any Relevant Document, the liability of any
remaining Relevant Company under the Relevant Document will not be thereby discharged, varied
or affected in any way, but the Relevant Document will continue in full force and effect so
far as it relates to any remaining Relevant Company.
	 
	4.	 	CONSENT AND CONFIRMATION




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6.


	4.1	 	Consent
	 
	 	 	Each Member consents to the amendments to the Facility Agreement as set out in schedule 2.
	 
	4.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the following representations and warranties for the benefit of
the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under each
Relevant Document to which it is a party and to carry on its business as now conducted
or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of each Relevant Document to which it is a party and to carry out the
transactions contemplated by each Relevant Document to which it is a party;
	 
	 	(d)	 	documents binding: each Relevant Document to which it is a party is its valid
and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of each
Relevant Document to which it is a party nor any transaction contemplated under any
Relevant Document to which it is a party will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent
documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,
	 
	 	and, except as may be provided by any Relevant Document to which it is a party, does
not and will not result in:
	 
	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or




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7.


	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default, cancellation event, prepayment event or similar event (whatever
called) under any agreement relating to Financial Indebtedness;






	 	(f)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of each Relevant Document to which it is a party and the
transactions contemplated by each Relevant Document to which it is a party, have been
obtained or effected and are in full force and effect;
	 
	 	(g)	 	accounts:






	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;






	 	(h)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(i)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Relevant Documents is true in all material respects as at the date
of this agreement and is not, by the omission of information or otherwise, misleading;




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8.


	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Relevant Documents; and
	 
	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	5.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into the Relevant Documents in
reliance on the representations and warranties in this clause 5.
	 
	6.	 	COSTS AND EXPENSES
	 
	 	 	Each Relevant Company agrees to pay or reimburse the Bank on demand for:






	 	(a)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, any Relevant Document (including, without limitation,
any reasonable expenses incurred in retaining consultants to evaluate matters of
material concern to the Bank); and
	 
	 	(b)	 	all stamp duties, fees, taxes and charges which are payable in connection with
the Relevant Documents or a payment, receipt or other transaction contemplated by any
of them,






including in each case external and/or inhouse legal costs and expenses on a full indemnity
basis.




	7.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and each of the parties irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of that State and courts of appeal from them.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as an agreement.




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9.




SCHEDULE 1




MEMBERS




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Ltd ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




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10.




SCHEDULE 2




AMENDMENTS TO THE FACILITY AGREEMENT





	1.	 	In the Master Agreement:






	 	(a)	 	in the definition of “Availability Period” in clause 1.1, delete the words “the
third anniversary of the date of this Agreement” and insert instead “31 December 2000”;
	 
	 	(b)	 	inert the following new definitions in clause 1.1:





	 	 	 
	“Increase Date
	 	 means, if the Bank notifies the Borrower that the Bank is
satisfied with its evaluation of the projected cash flows
arising from the acquisition of:
	 	 	 
	 	 	(a)  the UK scrap metal operations of Phillips Services
Corp; or

	 	 	 
	 	 	(b)  any
other entity agreed between the Bank and Sims,

the date on which the Bank so notifies the Borrower;

	 	 	 
	 	 	 
	 	 	 
	Margin means:	 	(a)  until the sum of:

	 	 	 
	 	 	(i)  the aggregate Outstanding Accommodation of all
Facilities; and

	 	 	 
	 	 	(ii)  the aggregate amounts undrawn under allocated
sub-limits (as agreed between the Bank and Sims from time
to time) of the Foreign Currency Facility Accommodation
Limit at the Bank’s offshore branches,

	 	 	 
	 	 	first
exceeds AUD100,000,000, [*] per annum; and

	 	 	 
	 	 	(b)  thereafter, [*] per annum;”;








	 	(c)	 	insert the following new clause 3.3:






	 	“3.3  	 	The Borrower agrees that the Accommodation will be used solely
for the Borrower’s general corporate purposes including the acquisition of:




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11.








	 	(a)	 	the UK scrap metal operations of Phillips
Services Corp; or
	 
	 	(b)	 	any other entity agreed between the Bank and
Sims.”.






	 	(d)	 	insert the following new clauses 18.8 and 18.9:






	 	“18.8  	 	The Borrower authorises the Bank (but without obligation of
the Bank) to apply any credit balance in any currency, whether or not matured,
in any of its accounts with the Bank in or towards satisfaction of any sum at
any time due and payable by the Borrower to the Bank under or in relation to
this Agreement. The Bank may effect any currency exchanges necessary to
implement such a set-off.
	 
	 	18.9	 	The Bank may assign, create any interest in or otherwise deal
with all or any of its rights or obligations under this Agreement at any time
as it sees fit. Any assignment by the Bank may be made free from any equities,
set-off or cross claim. The Bank may disclose any confidential information in
respect of this Agreement or the Borrower to any potential assignee,
participant or sub-participant of the Bank’s rights or obligations under this
Agreement or to any other person who is considering taking an interest in or
otherwise entering into any arrangements with the Bank (including in each case
any employee, agent or independent contractor engaged by any such person) in
respect of or relating to this Agreement.”;






	 	(e)	 	in part 1 of schedule 1, delete “AUD100,000,000” and insert the following
instead:






	 	 	 	“Until the Increase Date, AUD150,000,000.
	 
	 	 	 	After the Increase Date, AUD190,000,000.”;






	 	(f)	 	in column 2 of part 4 of schedule 1, delete “AUD1,000,000” and insert instead
“AUD500,000”;
	 
	 	(g)	 	in part 5 of schedule 1:






	 	(i)	 	in paragraph (a), delete [*] and insert [*] instead;
	 
	 	(ii)	 	in paragraphs (b) and (c), delete the words and figures [*]
per annum where they appear in those paragraphs and insert instead the words “the
Margin”.






	2.	 	Delete the AUD Overdraft Facility Appendix and insert instead the following new AUD Overdraft
Facility Appendix:




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12.







“AUD OVERDRAFT FACILITY APPENDIX



This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL
USA CORPORATION, SIMSMETAL UK HOLDINGS LIMITED, SIMSMETAL LIMITED and COMMONWEALTH BANK OF
AUSTRALIA.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1.	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 
	“Advance”
	 	-      each amount drawn on an AUD Overdraft Account;

	 	 	 
	“AUD Overdraft Accounts”
	 	-      the following accounts held by Sims with the Bank:


	 	 	 
	 	 	          Account Numbers
	 	 	 
	 	 	          2000 0028 0144
	 	 	          2239 0000 0095
	 	 	          2513 0022 1406
	 	 	          3132 0000 0743
	 	 	          4000 0014 7246
	 	 	          4007 0010 9664
	 	 	          4007 1000 5175
	 	 	          5118 0011 6116
	 	 	          6101 0016 1898
	 	 	          7100 0013 2483;
	 	 	 
	“AUD Overdraft Facility”
	 	-      the agreement by the Bank hereunder to provide
Advances;

	 	 	 
	“Drawdown Amount”
	 	-      in respect of an Advance, the face amount of
the cheque drawn on an AUD Overdraft Account in
respect of that Advance;

	 	 	 
	“Drawing”
	 	-      each utilisation of the AUD Overdraft Facility
as provided for in this Appendix;

	 	 	 
	“Existing Accommodation”
	 	-      the aggregate net debit balance existing in all
AUD Overdraft Accounts on the relevant date; and






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13.


	 	 	 
	“WA Account”
	 	-      AUD Overdraft Account no. 6101 0016 1898.








	1.2.	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF AUD OVERDRAFT FACILITY
	 
	2.1.	 	The AUD Overdraft Facility may only be utilised by Sims.
	 
	2.2.	 	Sims must execute such account authorities, signature cards and any other documentation
required by the Bank before the first utilisation of the AUD Overdraft Facility.
	 
	2.3.	 	Sims requests and authorises the Bank to rely on such authorities to operate the AUD
Overdraft Accounts by cheque or any other means given to the Bank by Sims from time to time to
authorise each Drawing of an Advance.
	 
	3.	 	DRAWINGS
	 
	 	 	Notwithstanding the provisions of clause 2.1 of the Master Agreement, Sims will not be
required to give a Drawdown Notice with respect to a proposed Drawing under the AUD
Overdraft Facility. Subject to the Bank’s usual terms and conditions, the terms and
conditions of this Agreement and such other terms and conditions as the Bank may from time
to time at its discretion impose, Advances will be made available upon receipt of Sims’
cheque duly drawn upon an AUD Overdraft Account.
	 
	4.	 	AUD OVERDRAFT CAP LIMIT AND FACILITY ACCOMMODATION LIMIT
	 
	4.1.	 	The Accommodation provided pursuant to the AUD Overdraft Facility is subject to a Cap Limit
of $250,000,000 and a Facility Accommodation Limit of $500,000.
	 
	4.2.	 	The Cap Limit for the AUD Overdraft Facility is the limit to which the aggregate of debit
balances of all AUD Overdraft Accounts are permitted by the Bank to be drawn.
	 
	4.3.	 	The Facility Accommodation Limit for the AUD Overdraft Facility is the amount by which the
aggregate of debit balances of all AUD Overdraft Accounts is permitted to exceed the aggregate
of credit balances of all AUD Overdraft Accounts.
	 
	4.4.	 	The Bank may from time to time on giving 7 days notice to the Borrower cancel or vary the Cap
Limit or the Facility Accommodation Limit.
	 
	4.5.	 	Sims acknowledges that the Bank may refuse to honour or pay cheques drawn or any other
Drawings upon any of the AUD Overdraft Accounts, whether the relevant AUD Overdraft Account is
in debit or credit at the time the cheque is presented for payment or




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14.


	 	 	the Drawing is requested to be made, in any case where the Facility Accommodation Limit
would be exceeded if the cheque or other Drawing were paid.
	 
	5.	 	LIABILITY ON AUD OVERDRAFT ACCOUNTS
	 
	5.1.	 	Without limitation to any other obligations of the Borrower or other rights of the Bank under
this Agreement, the Borrower agrees to be liable for all Drawings made to Sims and for all
other moneys from time to time owing to the Bank pursuant to the Accommodation provided under
the AUD Overdraft Facility whether or not the same exceeds the Cap Limit or the Facility
Accommodation Limit.
	 
	5.2.	 	Sims authorises the Bank in its sole discretion at any time without notice to Sims to apply
the whole or any part of the balance standing to the credit of any of its AUD Overdraft
Accounts from time to time in or towards satisfaction of any moneys owing to the Bank under or
in connection with the AUD Overdraft Facility on any of its other AUD Overdraft Accounts.
	 
	6.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the AUD Overdraft Facility on a particular date will be the
aggregate net debit balance existing in the AUD Overdraft Accounts on such date.
	 
	7.	 	INTEREST
	 
	 	 	Interest on the AUD Overdraft Accounts will be computed daily on the basis of a 365 day year
and will be payable at such time and from time to time as required by the Bank. The rate of
interest will be the Reference Rate. Any change in such rate will take effect at the
opening of business on the effective date of such change.
	 
	8.	 	FEES
	 
	 	 	Sims will pay to the Bank such fees referable to the AUD Overdraft Facility as the Bank
advises from time to time.
	 
	9.	 	PAYMENT OF INTEREST AND FEES
	 
	 	 	The Bank may debit any amount payable pursuant to clauses 7 or 8 of this Appendix to the AUD
Overdraft Accounts at such time and from time to time as the Bank may require and any such
debiting will be deemed to be an Advance.
	 
	10.	 	REPAYMENT






	 	(a)	 	Notwithstanding any other provision of this Agreement all Accommodation
provided under the AUD Overdraft Facility is payable by Sims on demand by the Bank
within 7 days of service of the demand. Any payment demanded by the Bank under this
clause must be made to the office of the Bank at 48 Martin Place, Sydney. Without
limiting the foregoing, upon or immediately after making any such demand the Bank may
also notify Sims that the obligation of the Bank to




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15.


	 	 	 	provide any further Accommodation hereunder is cancelled forthwith, whereupon the
same will be so cancelled forthwith.
	 
	 	(b)	 	Sims must ensure that at all times there is no debit balance existing in the WA
Account. Sims acknowledges that the Bank may refuse to honour or pay cheques drawn or
any other Drawings upon the WA Account in any case where the balance of that account
would be in debit if the cheque or other Drawing were paid.
	 
	 	(c)	 	Subject to clauses 10(a) and (b), Sims may repay the whole or any part of the
Existing Accommodation at any time PROVIDED THAT the Existing Accommodation must be
repaid in full not later than the last day of the Availability Period.






	11.	 	PAYMENTS
	 
	 	 	All payments by Sims in respect of the AUD Overdraft Facility shall be made in AUD.”.
	 
	3.	 	Delete the USD Overdraft Facility Appendix.
	 
	4.	 	In clause 5.2(b)(i) of the Foreign Currency Facility Appendix, delete the words and figures
[*] and insert instead the words “the Margin”.




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16.







	 	 	 	 	 	 	 	 	 
	Borrower
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL UK HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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17.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED (in its capacity

	 	 	)	 	 	 	 	 
	as new Borrower and Member) is affixed in

	 	 	)	 	 	 	 	 
	accordance with its articles of association

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Members
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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18.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	H&D METALS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY LTD

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND

	 	 	)	 	 	 	 	 
	TESTING COMPANY PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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19.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by                            

	 	 	)	 	 	 	 	 
	                            its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated                            

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	who declares that he is                            

	 	 	)	 	 	Attorney	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of witness
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 	 	 





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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.




DATED 22 SEPTEMBER 1999




SIMSMETAL FINANCE LIMITED

ACN 052 931 218




SIMSMETAL USA CORPORATION




SIMSMETAL UK HOLDINGS LIMITED




SIMSMETAL LIMITED

ACN 008 634 526




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




FIFTH AMENDING AGREEMENT

(MULTI OPTION FACILITY

AGREEMENT)




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

Sydney NSW 2000




Telephone: (02) 9378 4939

Facsimile: (02) 9378 4792

DX 1440 Sydney

Ref: GDC 1587041




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CONTENTS




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	 	 	PAGE	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	1	 
	 
	 	1.2	 	Interpretation	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	2.	 	AMENDMENTS TO FACILITY AGREEMENT	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	3.	 	CONDITIONS PRECEDENT	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONSENT AND CONFIRMATION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Consent	 	 	5	 
	 
	 	4.2	 	Confirmation	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Representations and warranties	 	 	6	 
	 
	 	5.2	 	Reliance on representations and warranties	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	6.	 	COSTS AND EXPENSES	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	7.	 	GOVERNING LAW	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	8.	 	COUNTERPARTS	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 1 – MEMBERS	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 2 – AMENDMENTS TO THE FACILITY AGREEMENT	 	 	10	 





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FIFTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 22 September 1999




BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK HOLDINGS LIMITED
(formerly known as Simsmetal UK Limited) a company incorporated in the United Kingdom, having an
office at Long Marston, Stratford Upon Avon, Warwickshire CV37 8AQ and SIMSMETAL LIMITED ACN 008
634 526 of Level 6, 41 McLaren Street, North Sydney, New South Wales (individually and collectively
the “Borrower”)




AND




THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the Sims Group)




AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)




RECITALS





	A.	 	The Borrower and the Bank have agreed to vary the Facility Agreement in the manner and on the
terms and conditions set out in this agreement.
	 
	B.	 	The Members have agreed to consent to the variation of the Facility Agreement in the manner
set out in this agreement.




NOW IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this agreement, unless the contrary intention appears:





	 	 	 
	Effective Date
	 	-      the date on which the Bank notifies Sims in
writing that all the conditions precedent set
out in clause 3.1 have been complied with to the
satisfaction of the Bank;

	 	 	 
	Facility Agreement
	 	-      the agreement named “Facility Agreement” dated
29 October 1991 between Sims Finance and Sims






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 2.




	 	 	 
	 	 	USA as borrower and the Bank, as amended,
supplemented or varied by:

	 	 	 
	 	 	(a)  letters dated 4 February, 10 June and 29
July 1992 from the Bank;

	 	 	 
	 	 	(b)  the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance, Sims
USA and the Bank;

	 	 	 
	 	 	(c)  the agreement named “Second Amending
Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Sims UK Holdings and the
Bank;

	 	 	 
	 	 	(d)  the agreement named “Third Amending and
Accession Agreement” dated 21 March 1996 between
the Borrower, the companies named in schedule 1
and the Bank; and

	 	 	 
	 	 	(e)  the agreement named “Fourth Amending
Agreement” dated 21 September 1998 between the
Borrower, the companies named in schedule 1 and
the Bank;

	 	 	 
	Fourth Amending Deed
	 	-      the deed named “Fourth Amending Deed (Negative
Pledge Agreement)” dated on or about the date of
this agreement between Sims and the other
companies named in the schedule to that deed as
members, and the Bank;

	 	 	 
	Group Guarantee
	 	-      the deed of that name dated 21 March 1996
between the Relevant Companies as guarantors and
debtors and the Bank;

	 	 	 
	Members
	 	-      the companies named in schedule 1;

	 	 	 
	Negative Pledge
Agreement
	 	-      the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by:

	 	 	 
	 	 	(a)  letters dated 7 April, 1 and 30 September
and 18 November 1992 and 4 February and 10 June
1993 from the Bank;

	 	 	 
	 	 	(b)  the deed named “Negative Pledge Amendment
Deed” dated 14 March 1994






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3.


	 	 	 
	 	 	      between the Bank, Sims
and the companies named in schedule 1 of that
deed;

	 	 	 
	 	 	(c)  the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK
Holdings;

	 	 	 
	 	 	(d)  the deed named “Second Amending and
Accession Deed” dated 21 March 1996 between Sims
and the other companies named in the schedule to
that deed as members, Sims Aluminium Pty Limited
as new member and the Bank;

	 	 	 
	 	 	(e)  the
deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September
1998 between Sims and the other companies named
in the schedule to that deed as members and the
Bank; and

	 	 	 
	 	 	(f)  the Fourth Amending Deed;

	 	 	 
	Relevant Companies
	 	-    the Borrower and the Members;

	 	 	 
	Relevant Documents
	 	-    this agreement and the Fourth Amending Deed;

	 	 	 
	Sims
	 	-    Simsmetal Limited ACN 008 634 526;

	 	 	 
	Sims Finance
	 	-    Simsmetal Finance Limited ACN 052 931 218;

	 	 	 
	Sims UK Holdings
	 	-    Simsmetal UK Holdings Limited (formerly known
as Sims UK Limited), a company incorporated in
the United Kingdom; and

	 	 	 
	Sims USA
	 	-    Simsmetal USA Corporation, a company
incorporated in Delaware, United States of
America.








	1.2	 	Interpretation
	 
	 	 	In this agreement, unless the contrary intention appears:






	 	(a)	 	any reference to “this agreement” or “the agreement” includes, where the
context permits, a reference to each schedule and the recitals;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;





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4.


	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this agreement as varied or replaced
from time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Borrower and the
Members contained or implied in this agreement bind them and every two or more of them
jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement (as amended by
this agreement) has the same meaning when used in this agreement;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement has the
same meaning when used in this agreement; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this
agreement, then the Bank may withhold that approval, consent or agreement in its
absolute discretion or, where granted, may impose such conditions as the Bank may in
its absolute discretion determine.






	2.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	2.1	 	Subject to clause 3.1, with effect on and from the Effective Date the Facility Agreement is
amended in the manner set out in schedule 2 but without prejudice to any act, matter or thing
done or effected prior to the Effective Date.
	 
	2.2	 	Except to the extent amended by this agreement in the manner set out in schedule 2, the terms
and conditions of the Facility Agreement will continue in full force and effect and are
ratified and confirmed by the parties to this agreement.




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5.


	2.3	 	Nothing in this agreement abrogates, prejudices, diminishes or otherwise adversely affects
any rights, remedies, obligations or liabilities of the parties to the Facility Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	3.1	 	The amendments to the Facility Agreement as set out in schedule 2 will not take effect until
the Bank notifies Sims in writing that the Bank has received all of the following in form and
substance satisfactory to it:






	 	(a)	 	a certified copy of an extract of the minutes of a meeting of the board of
directors and any other corporate authorisations of each Relevant Company which
evidences the resolutions authorising the execution of and observance of obligations
under each Relevant Document to which it is a party; and
	 
	 	(b)	 	each Relevant Document duly executed by all relevant parties (other than the
Bank).






	3.2	 	Anything required to be certified under clause 3.1 must be certified by the secretary or a
director of the Relevant Company, as the case may be, as being true and complete as at a date
no earlier than the Effective Date.






	3.3 	(a)	 	 Each Relevant Company undertakes to ensure that legal opinions (in form and substance
acceptable to the Bank) in relation to the execution of the Relevant Documents by Sims USA and
Sims UK Holdings are furnished to the Bank within three months from the date of this
agreement.
	 
	 	(b)	 	The parties agree that failure to comply with clause 3.3(a) will constitute an
Event of Default under each of the Negative Pledge Agreement and the Facility
Agreement.






	3.4	 	If and in so far as it may be beyond the power of any Relevant Company to enter into and/or
be bound by and/or perform its obligations under any Relevant Document, the liability of any
remaining Relevant Company under the Relevant Document will not be thereby discharged, varied
or affected in any way, but the Relevant Document will continue in full force and effect so
far as it relates to any remaining Relevant Company.
	 
	4.	 	CONSENT AND CONFIRMATION
	 
	4.1	 	Consent
	 
	 	 	Each Member consents to the amendments to the Facility Agreement as set out in schedule 2.




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6.


	4.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the following representations and warranties for the benefit of
the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under each
Relevant Document to which it is a party and to carry on its business as now conducted
or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of each Relevant Document to which it is a party and to carry out the
transactions contemplated by each Relevant Document to which it is a party;
	 
	 	(d)	 	documents binding: each Relevant Document to which it is a party is its valid
and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of each
Relevant Document to which it is a party nor any transaction contemplated under any
Relevant Document to which it is a party will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent
documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






and, except as may be provided by any Relevant Document to which it is a party, does
not and will not result in:




	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default,
cancellation event, prepayment event or similar event (whatever called)
under any agreement relating to Financial Indebtedness;




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7.








	 	(f)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of each Relevant Document to which it is a party and the
transactions contemplated by each Relevant Document to which it is a party, have been
obtained or effected and are in full force and effect;
	 
	 	(g)	 	accounts:






	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;






	 	(h)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(i)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Relevant Documents is true in all material respects as at the date
of this agreement and is not, by the omission of information or otherwise, misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Relevant Documents; and




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8.


	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	5.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into the Relevant Documents in
reliance on the representations and warranties in this clause 5.
	 
	6.	 	COSTS AND EXPENSES
	 
	 	 	Each Relevant Company agrees to pay or reimburse the Bank on demand for:






	 	(a)	 	the reasonable expenses of the Bank (including, without limitation, travelling
and out-of-pocket expenses) incurred in connection with the negotiation, preparation,
execution and completion of the Relevant Documents and any subsequent consent,
approval, waiver, amendment, variation, release or discharge;
	 
	 	(b)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, any Relevant Document (including, without limitation,
any reasonable expenses incurred in retaining consultants to evaluate matters of
material concern to the Bank); and
	 
	 	(c)	 	all stamp duties, fees, taxes and charges which are payable in connection with
the Relevant Documents or a payment, receipt or other transaction contemplated by any
of them,






including in each case external and/or inhouse legal costs and expenses on a full indemnity
basis.




	7.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and each of the parties irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of that State and courts of appeal from them.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as an agreement.


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9.




SCHEDULE 1




MEMBERS




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Ltd ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




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10.




SCHEDULE 2




AMENDMENTS TO THE FACILITY AGREEMENT




Cover page





	1.	 	On the cover page of the Facility Agreement, delete the words “SIMSMETAL UK LIMITED” and
insert instead the words “SIMSMETAL UK HOLDINGS LIMITED”.





Master Agreement





	2.	 	In the description of the Borrower on page 1, delete “SIMSMETAL UK LIMITED a company
incorporated in the United Kingdom, having an office at Blackpool Works, Blackpool Road,
Peckham, London SE15 3SU” and insert instead “SIMSMETAL UK HOLDINGS LIMITED (formerly known as
Simsmetal UK Limited) a company incorporated in the United Kingdom, having an office at Long
Marston, Stratford Upon Avon, Warwickshire CV37 8AQ”.
	 
	3.	 	In clause 1.1:






	 	(a)	 	in the definition of “Applicable Rate”, delete paragraph (b) and re-letter the
subsequent paragraphs “(b)”, “(c)”, “(d)”, “(e)” and “(f)”, respectively;
	 
	 	(b)	 	in the definition of “Borrower”, insert the word “Holdings” immediately after
the letters “UK”;
	 
	 	(c)	 	in the definition of “Group Guarantee”, insert the numbers and word “21 March”
immediately after the word “dated”;
	 
	 	(d)	 	delete the definition of “Increase Date”;
	 
	 	(e)	 	delete the definition of “Margin” and insert instead the following new
definition:






     “‘Margin’                               means [*] per annum;’”;




	 	(f)	 	in the definition of “Negative Pledge Agreement”:






	 	(i)	 	delete the word “and” at the end of paragraph (c);
	 
	 	(ii)	 	in paragraph (d), insert the numbers and word “21 March”
immediately after the word “dated”; and
	 
	 	(iii)	 	insert the following new paragraphs:






	 	“(e)  	 	the deed named “Third Amending Deed (Negative
Pledge Agreement)” between the Bank, Sims and the other companies named
in the schedule to that deed, and dated 21 September 1998; and




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11.


	 	(f)	 	the deed named “Fourth Amending Deed (Negative
Pledge Agreement)” between the Bank, Sims and the other companies named
in the schedule to that deed, and dated) 22 September 1999;”;






	 	(g)	 	delete the definition of “Sims UK” and insert instead the following new
definition:





	 	 	 	 	 
	 

	 	“‘Sims UK Holdings’
	 	Simsmetal UK Holdings Limited (formerly known as Sims UK
Limited), a company incorporated in the United Kingdom;’”.







	4.	 	In clause 15.4, insert the word “Holdings” immediately after the letters “UK” where they
appear in lines 1 and 6.
	 
	5.	 	In Schedule 1:






	 	(a)	 	amend Part 1 to read as follows:
	 
	 	 	 	            “AUD 150,000,000.”;
	 
	 	(b)	 	in Part 3, delete the following words from columns 1, 2 and 3:
	 
	 	 	 	            “USD Overdraft Facility          Sydney          New York”;
	 
	 	(c)	 	in Part 4, delete the following words from columns 1 and 2:
	 
	 	 	 	            “USD Overdraft Facility          Balance of Accommodation”;
	 
	 	(d)	 	in paragraph (a) of Part 5, delete [*] and insert instead [*];
	 
	 	(e)	 	amend paragraph (d) of Part 5 to read as follows:






	 	“(d)  	 	Documentary Credit/Guarantee Facility






	 	(i)	 	The Borrower shall pay to the Bank on each
Accommodation Date on which a Documentary Credit Liability is
established a documentary credit issue fee at the rate of [*] per annum
calculated on the face value of each documentary credit and computed
from such date until the day on which each documentary credit falls due
for payment.
	 
	 	(ii)	 	The Borrower shall pay to the Bank on each
Accommodation Date on which a Guarantee Liability is established a
guarantee issue fee at the rate of [*] per annum calculated on the face
value of each guarantee and computed from such date until the day on
which each guarantee falls due for payment.”;




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12.








	 	(f)	 	amend Part 7 to read as follows:
	 
	 	 	 	“BRANCH FOR SERVICE OF NOTICES




Commonwealth Bank of Australia

Level 5

120 Pitt Street

SYDNEY NSW 2000




	 	 	 	 	 
	 

	 	Attention:
	 	Chief Manager, Institutional Banking
	 

	 	Facsimile:
	 	(02) 9312 4853”.







	6.	 	In Schedule 2, insert the word “Holdings” immediately after “Sims UK”.
	 
	7.	 	In Schedule 3, amend clause 1.1 of the form of deed of accession to read as follows:






“In this deed (including the recitals) the term “Facility Agreement” means the
agreement named “Facility Agreement” dated 29 October 1991 between Simsmetal Finance
Limited and Simsmetal USA Corporation as borrower and the Bank, as amended,
supplemented or varied from time to time.”.




	8.	 	In Schedule 4, amend clause 1.1 of the form of Borrower Accession Agreement to read as
follows:






“In this agreement (including the recitals) the term “Facility Agreement” means the
agreement named “Facility Agreement” dated 29 October 1991 between Simsmetal Finance
Limited and Simsmetal USA Corporation as borrower and the Bank, as amended,
supplemented or varied from time to time.”.




	9.	 	In Schedule 5, amend paragraph (a) of the form of Verification Certificate to read as
follows:






“the term “Facility Agreement” means the agreement named “Facility Agreement” dated
29 October 1991 between Simsmetal Finance Limited and Simsmetal USA Corporation as
borrower and the Bank, as amended, supplemented or varied from time to time.”.



Appendices





	10.	 	In the first paragraph of each of the Foreign Currency Facility Appendix, Bills
Discount/Acceptance/Indorsement Facility Appendix, Standby Letter of Credit Facility Appendix,
Documentary Credit/Guarantee Facility Appendix and Foreign Bills Negotiated Facility Appendix,
insert the word “HOLDINGS” immediately after the letters “UK”.




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13.







	 	 	 	 	 	 	 	 	 
	Borrower
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL UK HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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14.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED (in its capacity

	 	 	)	 	 	 	 	 
	as new Borrower and Member) is affixed in

	 	 	)	 	 	 	 	 
	accordance with its articles of association

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Members
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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15.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	H&D METALS PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY LTD

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND

	 	 	)	 	 	 	 	 
	TESTING COMPANY PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





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16.


	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	is affixed in accordance with its

	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by                                          

	 	 	)	 	 	 	 	 
	                    its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated                                 

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	who declares that he is                                   

	 	 	)	 	 	Attorney	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 





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17.


	 	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 






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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.




DATED 3RD NOVEMBER 2000



SIMSMETAL FINANCE LIMITED

ACN 052 931 218




SIMSMETAL USA CORPORATION




SIMSMETAL UK HOLDINGS LIMITED




SIMSMETAL LIMITED

ACN 008 634 526




AND




SIMSMETAL UK LIMITED




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




SIXTH AMENDING AGREEMENT AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000


Telephone: (02) 9378 4939

Facsimile: (02) 9378 4792

DX 1440 Sydney

Ref: GDC 1791742





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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.2	 	Interpretation	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	2.	 	ACCESSION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	3.	 	AMENDMENTS TO FACILITY AGREEMENT	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONDITIONS PRECEDENT	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	5.	 	CONSENT AND CONFIRMATION	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Consent	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.2	 	Confirmation	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	6.	 	REPRESENTATIONS AND WARRANTIES	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Representations and warranties	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.2	 	Reliance on representations and warranties	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	7.	 	COSTS AND EXPENSES	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	8.	 	GOVERNING LAW	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	9.	 	COUNTERPARTS	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 1 MEMBERS	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 2 GUARANTORS	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE 3 AMENDMENTS TO THE FACILITY AGREEMENT	 	 	15	 






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 1.




SIXTH AMENDING AGREEMENT AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 3rd November 2000




BETWEEN



SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK HOLDINGS LIMITED a
company incorporated in the United Kingdom, having an office at Long Marston, Stratford-upon-Avon,
Warwickshire CV37 8AQ and SIMSMETAL LIMITED ACN 008 634 526 of Level 6, 41 McLaren Street, North
Sydney, New South Wales (individually and collectively the “Borrower”)




AND



SIMSMETAL UK LIMITED (formerly known as Sims Bird Limited) a company incorporated in the United
Kingdom, having an office at Long Marston, Stratford-upon-Avon, Warwickshire, CV37 8AQ (“New
Borrower”)




AND




THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the Sims Group)




AND




COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney, New South Wales (“Bank”)




RECITALS





	A.	 	The Bank has agreed to provide certain financial accommodation to the Borrower on the terms
and conditions set out in the Facility Agreement.
	 
	B.	 	The New Borrower wishes to assume the rights and obligations of the Borrower under the
Facility Agreement.
	 
	C.	 	The parties have agreed to vary the Facility Agreement in the manner and on the terms and
conditions set out in this agreement.
	 
	D.	 	The Members and the Guarantors have agreed to consent to the variation of the Facility
Agreement in the manner set out in this agreement.




NOW IT IS AGREED as follows:



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2.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this agreement, unless the contrary intention appears:





	 	 	 
	Effective Date
	 	-     the date on which the Bank notifies Sims in
writing that all the conditions precedent
set out in clause 4.1 have been complied
with to the satisfaction of the Bank;

	 	 	 
	Facility Agreement
	 	-     the agreement named “Facility Agreement”
dated 29 October 1991 between Sims Finance
and Sims USA as borrower and the Bank, as
amended, supplemented or varied by:

	 	 	 
	 	 	(a)  letters dated 4 February, 10 June and 29
July 1993 from the Bank;

	 	 	 
	 	 	(b)  the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance,
Sims USA and the Bank;

	 	 	 
	 	 	(c)  the agreement named “Second Amending
Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Sims UK Holdings and the
Bank;

	 	 	 
	 	 	(d)  the agreement named “Third Amending and
Accession Agreement” dated 21 March 1996
between the Borrower, the companies named in
schedule 1 to that agreement and the Bank;

	 	 	 
	 	 	(e)  the agreement named “Fourth Amending
Agreement” dated 21 September 1998 between
the Borrower, the companies named in
schedule 1 to that agreement and the Bank;
and

	 	 	 
	 	 	(f)  the agreement named “Fifth Amending
Agreement (Multi Option Facility Agreement)”
dated 22 September 1999 between the
Borrower, the companies named in schedule 1
to that agreement and the Bank;






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3.


	 	 	 	 	 
	 

	 	Fifth Amending Deed
	 	-     the deed named “Fifth Amending Deed and
Accession Deed (Negative Pledge Agreement)”
dated on or about the date of this agreement
between Sims and the other companies named
in schedule 1 to that deed as members, the
companies named in schedule 2 to that deed
as new members and the Bank;

	 
	 	 	 	 
	 

	 	Group Guarantee
	 	-     the deed of that name dated 21 March 1996
between the companies named in schedules 1
and 2 of that deed as guarantors and
debtors, and the Bank;

	 
	 	 	 	 
	 

	 	Group Guarantee
Accession Deed
	 	-     the deed of that name dated on or about the
date of this agreement between the New
Guarantors as additional guarantors and the
Bank;

	 
	 	 	 	 
	 

	 	Guarantors
	 	-     the companies named in parts I and II of
schedule 2;

	 
	 	 	 	 
	 

	 	Members
	 	-     the New Borrower and the companies named in
schedule 1;

	 
	 	 	 	 
	 

	 	Negative Pledge Agreement
	 	-     the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed,
as amended, supplemented or varied by:

	 
	 	 	 	 
	 

	 	 	 	(a)  letters dated 7 April, 1 and 30
September and 18 November 1992 and 4
February and 10 June 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)  the deed named “Negative Pledge
Amendment Deed” dated 14 March 1994 between
the Bank, Sims and the companies named in
schedule 1 of that deed;

	 
	 	 	 	 
	 

	 	 	 	(c)  the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK
Holdings;

	 
	 	 	 	 
	 

	 	 	 	(d)  the deed named “Second Amending and
Accession Deed” dated 21 March 1996 between
Sims and the other companies named in the
schedule to that deed as members, Sims
Aluminium Pty Limited as 






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4.


	 	 	 
	 	 	       new member and the
Bank;

	 	 	 
	 	 	(e)  the deed named “Third Amending Deed
(Negative Pledge Agreement)” dated 21
September 1998 between Sims and the other
companies named in the schedule to that deed
as members and the Bank;

	 	 	 
	 	 	(f)  the deed named “Fourth Amending Deed
(Negative Pledge)” dated 22 September 1999
between Sims and the other companies named
in the schedule to that deed as members, and
the Bank; and

	 	 	 
	 	 	(g)  the Fifth Amending Deed;

	 	 	 
	New Guarantors
	 	-     the companies named in part II of schedule 2;

	 	 	 
	Relevant Companies
	 	-     the Borrower and the Members;

	 	 	 
	Relevant Documents
	 	-        (a)   this agreement;

	 	 	 
	 	 	(b)   the Fifth Amending Deed; and

	 	 	 
	 	 	(c)   the Group Guarantee Accession Deed;

	 	 	 
	Sims
	 	-     Simsmetal Limited ACN 008 634 526;

	 	 	 
	Sims Finance
	 	-     Simsmetal Finance Limited ACN 052 931 218;

	 	 	 
	Sims UK Holdings
	 	-     Simsmetal UK Holdings Limited, a company
incorporated in the United Kingdom;

	 	 	 
	Sims USA
	 	-     Simsmetal USA Corporation, a company
incorporated in Delaware, United States of
America;

	 	 	 
	Transaction Documents
	 	-     has the same meaning as in the Negative
Pledge and includes, without limitation, the
Relevant Documents.








	1.2	 	Interpretation
	 
	 	 	In this agreement, unless the contrary intention appears:






	 	(a)	 	any reference to “this agreement” or “the agreement” includes, where the
context permits, a reference to each schedule and the recitals;




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5.


	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this agreement as varied or replaced
from time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Borrower, the
Members and the Guarantors contained or implied in this agreement bind them and every
two or more of them jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement (as amended by
this agreement) has the same meaning when used in this agreement;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement has the
same meaning when used in this agreement; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this
agreement, then the Bank may withhold that approval, consent or agreement in its
absolute discretion or, where granted, may impose such conditions as the Bank may in
its absolute discretion determine.






	2.	 	ACCESSION
	 
	2.1	 	Subject to clause 4.1, with effect on and from the Effective Date, the New Borrower:






	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as a party to the Facility Agreement in the capacity of Borrower; and




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6.


	 	(b)	 	agrees to comply with the Facility Agreement and all the terms and conditions
of the Facility Agreement will bind the New Borrower accordingly.






	2.2	 	For the purposes of clause 2.1, “Facility Agreement” means the Facility Agreement as amended
by this agreement.
	 
	3.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	3.1	 	Subject to clause 4.1, with effect on and from the Effective Date the Facility Agreement is
amended in the manner set out in schedule 3 but without prejudice to any act, matter or thing
done or effected prior to the Effective Date.
	 
	3.2	 	Except to the extent amended by this agreement in the manner set out in schedule 3, the terms
and conditions of the Facility Agreement will continue in full force and effect and are
ratified and confirmed by the parties to this agreement.
	 
	3.3	 	Nothing in this agreement abrogates, prejudices, diminishes or otherwise adversely affects
any rights, remedies, obligations or liabilities of the parties to the Facility Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	The New Borrower will not be taken to be a Borrower for the purposes of the Facility
Agreement and the amendments to the Facility Agreement as set out in schedule 3 will not take
effect until the Bank notifies Sims in writing that the Bank has received all of the following
in form and substance satisfactory to it:






	 	(a)	 	a certified copy of an extract of the minutes of a meeting of the board of
directors and any other corporate authorisations of each Relevant Company which
evidences the resolutions authorising the execution of and observance of obligations
under the Relevant Documents;
	 
	 	(b)	 	a certificate signed by two directors of the New Borrower confirming that upon
execution of the Relevant Documents by the New Borrower the representations and
warranties set out in clauses 9.1 and 9.2 of the Facility Agreement will be correct in
relation to the New Borrower;
	 
	 	(c)	 	a certificate in relation to the New Borrower given by a director of the New
Borrower substantially in the form of schedule 5 to the Facility Agreement with the
attachments referred to and dated not earlier than 14 days before execution of the
Relevant Documents by the New Borrower; and
	 
	 	(d)	 	the Relevant Documents duly executed by the Relevant Companies.






	4.2	 	Anything required to be certified under clause 4.1 must be certified by the secretary or a
director of the Relevant Company, as the case may be, as being true and complete as at a date
no earlier than the Effective Date.




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7.








	4.3 	(a)	 	 Each Relevant Company undertakes to ensure that legal opinions (in form and substance
acceptable to the Bank) in relation to the execution of the Relevant Documents by Sims USA,
Sims UK Holdings and the New Guarantors are furnished to the Bank within three months from the
date of this agreement.
	 
	 	(b)	 	The parties agree that failure to comply with clause 4.3(a) will constitute an
Event of Default under each of the Negative Pledge Agreement and the Facility
Agreement.






	4.4	 	If and in so far as it may be beyond the power of any Relevant Company to enter into and/or
be bound by and/or perform its obligations under any Transaction Document, the liability of
any remaining Relevant Company under the Transaction Document will not be thereby discharged,
varied or affected in any way, but the Transaction Document will continue in full force and
effect so far as it relates to any remaining Relevant Company.
	 
	5.	 	CONSENT AND CONFIRMATION
	 
	5.1	 	Consent
	 
	 	 	Each Member and each Guarantor consents to the amendments to the Facility Agreement as set
out in schedule 3.
	 
	5.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the following representations and warranties for the benefit of
the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of the Transaction Documents to which it is expressed to be a party and
to carry out the transactions contemplated by those documents;
	 
	 	(d)	 	documents binding: each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms;




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8.


	 	(e)	 	transactions permitted: neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its constitution or other constituent documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






	 	and, except as may be provided by the Transaction Documents, does not and will not
result in:






	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default, cancellation event, prepayment event or similar event (whatever
called) under any agreement relating to Financial Indebtedness;






	 	(f)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of the Transaction Documents to which it is a party and the
transactions contemplated by those documents, have been obtained or effected and are in
full force and effect;
	 
	 	(g)	 	accounts:






	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;




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9.








	 	(h)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(i)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at the
date of this agreement and is not, by the omission of information or otherwise,
misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Transaction Documents; and
	 
	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	6.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 6.
	 
	7.	 	COSTS AND EXPENSES
	 
	 	 	Each Relevant Company agrees to pay or reimburse the Bank on demand for:






	 	(a)	 	the reasonable expenses of the Bank (including, without limitation, travelling
and out-of-pocket expenses) incurred in connection with the negotiation, preparation,
execution and completion of the Relevant Documents and any subsequent consent,
approval, waiver, amendment, variation, release or discharge;
	 
	 	(b)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, the Relevant Documents (including, without
limitation, any reasonable expenses incurred in retaining consultants to evaluate
matters of material concern to the Bank); and




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10.


	 	(c)	 	all stamp duties, fees, taxes and charges which are payable in connection with
the Relevant Documents or a payment, receipt or other transaction contemplated by them,






including in each case external and/or inhouse legal costs and expenses on a full indemnity
basis.




	8.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and each of the parties irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of that State and courts of appeal from them.
	 
	9.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




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11.






EXECUTED as an agreement.




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12.




SCHEDULE 1




MEMBERS




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Ltd ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




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 UK (Elliott) Limited




Simsmetal UK (South West) Limited




Simsmetal UK (Reclamation) Limited




Simsmetal UK (Wessex) Limited




Simsmetal UK (Glos) Limited




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13.




SCHEDULE 2




GUARANTORS




Part I




Sims




Sims UK Holdings




Sims USA




Sims Finance




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




H&D Metals Pty Limited ACN 004 332 870




Sims Products Holdings Pty Ltd ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal (Qld) Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




Part II




Simsmetal 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 UK (Elliott) Limited




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14.


Simsmetal UK (South West) Limited




Simsmetal UK (Reclamation) Limited




Simsmetal UK (Wessex) Limited




Simsmetal UK (Glos) Limited




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15.




SCHEDULE 3




AMENDMENTS TO THE FACILITY AGREEMENT




Master Agreement





	1.	 	On page 1, the description of the Borrower is amended to read as follows:
	 
	 	 	“SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New
South Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of
America, having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK
HOLDINGS LIMITED a company incorporated in the United Kingdom, having an office at Long
Marston, Stratford-upon-Avon, Warwickshire CV37 8AQ, SIMSMETAL LIMITED ACN 008 634 526 of
Level 6, 41 McLaren Street, North Sydney, New South Wales and SIMSMETAL UK LIMITED a company
incorporated in the United Kingdom, having an office at Long Marston, Stratford-upon-Avon,
Warwickshire CV37 8AQ (individually and collectively the “Borrower”)”.
	 
	2.	 	The definition of “Availability Period” in clause 1.1 is amended to read as follows:





	 	 	 	 	 
	 

	 	“‘Availability Period’
	 	in respect of each Facility, the period expiring on 31 December 2002,
subject to any extensions granted by the Bank in accordance with clause 5;”.







	3.	 	The definition of “Borrower” in clause 1.1 is amended to read as follows:





	 	 	 	 	 
	 

	 	“‘Borrower’
	 	each of Sims Finance, Sims USA, Sims UK Holdings, Sims, Simsmetal UK Limited and
any New Borrower;”.







	4.	 	In the definition of “Negative Pledge Agreement” in clause 1.1:






	 	(a)	 	delete the word “and” at the end of paragraph (e);
	 
	 	(b)	 	insert the word “and” immediately after the semi-colon at the end of paragraph
(f); and
	 
	 	(c)	 	insert the following new paragraph (g):






	 	“(g)  	 	the deed named “Fifth Amending Deed and Accession Deed
(Negative Pledge Agreement)” between the Bank, Sims and the other companies
named in schedules 1 and 2 to that deed, and dated 3rd November 2000;”.






	5.	 	The definition of “Sims UK Holdings” in clause 1.1 is amended to read as follows:





	 	 	 	 	 
	 

	 	“‘Sims UK Holdings’
	 	Simsmetal UK Holdings Limited, a company incorporated in the United
Kingdom;”.





[*] Confidential Treatment Requested











 



16.



	6.	 	The first paragraph of clause 5 is amended to read as follows:
	 
	 	 	“The Bank will review its commitment to continue to provide Accommodation to the Borrower
beyond the Availability Period. Not later than 31 December 2001 and each anniversary of
that date the Bank may, in its absolute discretion, by notice to the Borrower.”.
	 
	7.	 	Insert the following additional companies in schedule 2:
	 
	 	 	“Simsmetal 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 UK (Elliott) Limited
	 
	 	 	Simsmetal UK (South West) Limited
	 
	 	 	Simsmetal UK (Reclamation) Limited
	 
	 	 	Simsmetal UK (Wessex) Limited
	 
	 	 	Simsmetal UK (Glos) Limited”.





Appendices





	8.	 	In the first paragraph of each of the AUD Overdraft Facility Appendix, Foreign Currency
Facility Appendix, Bills Discount/Acceptance/Indorsement Facility Appendix, Standby Letter of
Credit Facility Appendix, Documentary Credit/Guarantee Facility Appendix and Foreign Bills
Negotiated Facility Appendix, insert a comma followed by the words “SIMSMETAL UK LIMITED”
immediately after the words “SIMSMETAL LIMITED”.





[*] Confidential Treatment Requested











 



17.


	 	 	 	 	 	 	 	 	 
	Borrower
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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

	 	 	)	 	 	 	 	 
	is affixed in accordance with

	 	 	)	 	 	 	 	 
	its constituent documents in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL 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)	 	 





[*] Confidential Treatment Requested











 



18.


	 	 	 	 	 	 	 	 	 
	New Borrower

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director(print)

	 	 	 	 	 	Name of director (print)	 	 






	 	 	 	 	 	 	 	 	 
	Members
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director(print)

	 	 	 	 	 	Name of director (print)	 	 





[*] Confidential Treatment Requested











 



19.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director(print)

	 	 	 	 	 	Name of director (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	H&D METALS PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY LTD

	 	 	)	 	 	 	 	 
	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)	 	 





[*] Confidential Treatment Requested











 




20.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND TESTING

	 	 	)	 	 	 	 	 
	COMPANY PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director/secretary

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director/secretary (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY 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)	 	 





[*] Confidential Treatment Requested











 



21.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTHERN) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (MIDWEST) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK RECYCLING LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (NORTHERN) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 





[*] Confidential Treatment Requested











 



22.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	UNITED CASTING LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SERVICES) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTH EAST)
LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (ELLIOT) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 





[*] Confidential Treatment Requested











 



23.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTH WEST)
LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (RECLAMATION)

	 	 	)	 	 	 	 	 
	LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (WESSEX) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (GLOS) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 





[*] Confidential Treatment Requested











 



24.


	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 
	                    its attorney under

	 	 	)	 	 	 
	power of attorney dated

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	Attorney
	of Commonwealth Bank of Australia

	 	 	)	 	 	 
	the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	Signature of witness
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 






[*] 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.



SIMSMETAL FINANCE LIMITED




SIMS GROUP USA CORPORATION




SIMS GROUP UK HOLDINGS LIMITED




SIMS GROUP LIMITED




SIMS GROUP UK LIMITED




AND




SIMS ALUMINUM PTY LIMITED




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA




SEVENTH AMENDING AGREEMENT

AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY

AGREEMENT)




G S RAY

Solicitor

Commonwealth Bank Group

Level 16

385 Bourke Street

MELBOURNE VIC 3000




Tel. (03) 9675 6737

Fax. (03) 9675 6464

DX 407

Ref: JFB 2149488




[*] Confidential Treatment Requested





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	1.2 Interpretation
	 	 	4	 
	 
	 	 	 	 
	2. ACCESSION
	 	 	5	 
	 
	 	 	 	 
	3. AMENDMENTS TO FACILITY AGREEMENT
	 	 	6	 
	 
	 	 	 	 
	4. CONDITIONS PRECEDENT
	 	 	6	 
	 
	 	 	 	 
	5. CONSENT AND CONFIRMATION
	 	 	7	 
	 
	 	 	 	 
	5.1 Consent
	 	 	7	 
	 
	 	 	 	 
	5.2 Confirmation
	 	 	7	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	 
	 	 	 	 
	6.1 Representations and warranties
	 	 	7	 
	 
	 	 	 	 
	6.2 Reliance on representations and warranties
	 	 	9	 
	 
	 	 	 	 
	7. COSTS AND EXPENSES
	 	 	9	 
	 
	 	 	 	 
	8. GOVERNING LAW
	 	 	9	 
	 
	 	 	 	 
	9. COUNTERPARTS
	 	 	9	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	11	 
	 
	 	 	 	 
	MEMBERS
	 	 	11	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	12	 
	 
	 	 	 	 
	GUARANTORS
	 	 	12	 
	 
	 	 	 	 
	SCHEDULE 3
	 	 	14	 
	 
	 	 	 	 
	AMENDMENTS TO THE FACILITY AGREEMENT
	 	 	14	 
	 
	 	 	 	 
	SCHEDULE 4
	 	 	16	 
	 
	 	 	 	 
	AUD OVERDRAFT FACILITY APPENDIX
	 	 	16	 






[*] Confidential Treatment Requested





 -i-




 









 





SEVENTH AMENDING AGREEMENT AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 24 March 2003




BETWEEN




SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South
Wales, SIMS GROUP USA CORPORATION a company incorporated in Delaware, United States of America,
having an office at 600 South Fourth Street, Richmond, California, SIMS GROUP UK HOLDINGS LIMITED a
company incorporated in the United Kingdom, having an office of Long Marston, Strafford-upon-Avon,
Warwickshire CV37 8AQ, SIMS GROUP LIMITED ACN 008 634 526 of Level 6, 41 McLaren Street, North
Sydney, New South Wales and SIMS GROUP UK LIMITED a company incorporated in the United Kingdom,
having an office at Long Marston, Stratford-upon-Avon, Warwickshire, CV37 8AQ (individually and
collectively the “Borrower”)



AND




SIMS ALUMINIUM PTY LIMITED ACN 004 370 908 of Level 6, 41 McLaren Street, North Sydney, New South
Wales (“New Borrower”)



AND




THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the Sims Group)




AND




COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 of 120 Pitt Street, Sydney, New South Wales
(“Bank”)



RECITALS





	A.	 	The Bank has agreed to provide certain financial accommodation to the Borrower on the terms
and conditions set out in the Facility Agreement.
	 
	B.	 	The New Borrower wishes to assume the rights and obligations of the Borrower under the
Facility Agreement.
	 
	C.	 	The parties have agreed to vary the Facility Agreement in the manner and on the terms and
conditions set out in this agreement.
	 
	D.	 	The Borrowers, the Members and the Guarantors have each agreed to consent to the variation of
the Facility Agreement in the manner set out in this agreement.





[*] Confidential Treatment Requested




1









 





NOW IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this agreement, unless the contrary intention appears:





	 	 	 	 	 
	 

	 	Effective Date
	 	-     the date on which the Bank notifies Sims in
writing that all the conditions precedent set
out in clause 4.1 have been complied with to the
satisfaction of the Bank;

	 
	 	 	 	 
	 

	 	Facility Agreement
	 	 -     the agreement named “Facility Agreement” dated
29 October 1991 between Sims Finance and Sims
USA as borrower and the Bank, as amended,
supplemented or varied by:








	 	(a)	 	letters dated 4 February, 10 June and 29
July 1993 from the Bank;
	 
	 	(b)	 	the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance, Sims
USA and the Bank;
	 
	 	(c)	 	the agreement named “Second Amending
Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Sims UK Holdings and the
Bank;
	 
	 	(d)	 	the agreement named “Third Amending and
Accession Agreement” dated 21 March 1996 between
the Borrower, the companies named in schedule 1
to that agreement and the Bank;
	 
	 	(e)	 	the agreement named “Fourth Amending
Agreement” dated 21 September 1998 between the
Borrower, the companies named in schedule 1 to
that agreement and the Bank;
	 
	 	(f)	 	the agreement named “Fifth Amending
Agreement (Multi Option Facility Agreement)”
dated 22 September 1999 between the Borrower,
the companies







[*] Confidential Treatment Requested




2









 





	 	 	 	named in schedule 1 to that
agreement and the Bank; and
	 
	 	(g)	 	the agreement named “Sixth Amending
Agreement and Accession Agreement (Multi Option
Facility Agreement)” dated 3 November 2000
between the Borrower, the companies named in
schedule 1 to that agreement and the Bank;





	 	 	 	 	 
	 

	 	Group Guarantee
	 	-     the deed of that name dated 21 March 1996
between the Guarantors and the Bank;

	 
	 	 	 	 
	 

	 	Guarantors
	 	-     the companies named in parts I and II of
schedule 2;

	 
	 	 	 	 
	 

	 	Members
	 	-     the companies named in schedule 1;

	 
	 	 	 	 
	 

	 	Negative Pledge Agreement
	 	-     the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by:








	 	(a)	 	letters dated 7 April, 1 and 30 September
and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	 	(b)	 	the deed named “Negative Pledge Amendment
Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that
deed;
	 
	 	(c)	 	the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK
Holdings;
	 
	 	(d)	 	the deed named “Second Amending and
Accession Deed” dated 21 March 1996 between Sims
and the other companies named in the schedule to
that deed as members, Sims Aluminium Pty Limited
as new member and the Bank;
	 
	 	(e)	 	the deed named “Third Amending Deed
(Negative Pledge Agreement)” dated 21 September
1998 between Sims and the





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other companies named
in the schedule to that deed as members and the
Bank;




	 	(f)	 	the deed named “Fourth Amending Deed
(Negative Pledge)” dated 22 September 1999
between Sims and the other companies named in
the schedule to that deed as members, and the
Bank; and
	 
	 	(g)	 	the deed named “Fifth Amending Deed and
Accession Deed Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other
companies named in schedule 1 to that deed as
members, the companies named in schedule 2 to
that deed as new members and the Bank;





	 	 	 	 	 
	 

	 	Relevant Companies
	 	-     the Borrower and the Members;

	 
	 	 	 	 
	 

	 	Sims
	 	-     Sims Group Limited ACN 008 634 526;

	 
	 	 	 	 
	 

	 	Sims Finance
	 	-     Simsmetal Finance Limited ACN 052 931 218;

	 
	 	 	 	 
	 

	 	Sims UK Holdings
	 	-     Sims Group UK Holdings Limited, a company
incorporated in the United Kingdom;

	 
	 	 	 	 
	 

	 	Sims USA
	 	-     Sims Group USA Corporation, a company
incorporated in Delaware, United States of
America;

	 
	 	 	 	 
	 

	 	Transaction Documents
	 	-     has the same meaning as in the Negative Pledge
and includes, without limitation, this
Agreement.








	1.2	 	Interpretation
	 
	 	 	In this agreement, unless the contrary intention appears:






	 	(a)	 	any reference to “this agreement” or “the agreement” includes, where the
context permits, a reference to each schedule and the recitals;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;





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	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this agreement as varied or replaced
from time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Borrower, the
Members and the Guarantors contained or implied in this agreement bind them and every
two or more of them jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement (as amended by
this agreement) has the same meaning when used in this agreement;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement has the
same meaning when used in this agreement; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this
agreement, then the Bank may withhold that approval, consent or agreement in its
absolute discretion or, where granted, may impose such conditions as the Bank may in
its absolute discretion determine.






	2.	 	ACCESSION
	 
	2.1	 	Subject to clause 4.1, with effect on and from the Effective Date, the New Borrower:






	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as a party to the Facility Agreement in the capacity of Borrower; and
	 
	 	(b)	 	agrees to comply with the Facility Agreement and all the terms and conditions
of the Facility Agreement will bind the New Borrower accordingly.





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	2.2	 	For the purposes of clause 2.1, “Facility Agreement” means the Facility Agreement as amended
by this agreement.
	 
	3.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	3.1	 	Subject to clause 4.1, with effect on and from the Effective Date, the Facility Agreement is
amended in the manner set out in schedule 3 but without prejudice to any act, matter or thing
done or effected prior to the Effective Date.
	 
	3.2	 	Except to the extent amended by this agreement in the manner set out in schedule 3, the terms
and conditions of the Facility Agreement will continue in full force and effect and are
ratified and confirmed by the parties to this agreement.
	 
	3.3	 	Nothing in this agreement abrogates, prejudices, diminishes or otherwise adversely affects
any rights, remedies, obligations or liabilities of the parties to the Facility Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	The New Borrower will not be taken to be a Borrower for the purposes of the Facility
Agreement and the amendments to the Facility Agreement as set out in schedule 3 will not take
effect until the Bank notifies Sims in writing that the Bank has received all of the following
in form and substance satisfactory to it:






	 	(a)	 	this agreement is duly executed by the Relevant Companies;
	 
	 	(b)	 	a duly executed Borrower Accession Agreement substantially in the form of
Schedule 4 to the Facility Agreement; and
	 
	 	(c)	 	a Verification Certificate substantially in the form of Schedule 5 to the
Facility Agreement executed by two directors of the New Borrower.






	4.2	 	Anything required to be certified under clause 4.1 must be certified by the secretary or a
director of the Relevant Company, as the case may be, as being true and complete as at a date
no earlier than the Effective Date.
	 
	4.3	 	If and in so far as it may be beyond the power of any Relevant Company to enter into and/or
be bound by and/or perform its obligations under this agreement, the liability of any
remaining Relevant Company under the this agreement will not be thereby discharged, varied or
affected in any way, but the this agreement will continue in full force and effect so far as
it relates to any remaining Relevant Company.





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	5.	 	CONSENT AND CONFIRMATION
	 
	5.1	 	Consent
	 
	 	 	Each Member and each Guarantor consents to the amendments to the Facility Agreement as set
out in schedule 3.
	 
	5.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the following representations and warranties for the benefit of
the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to, enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of the Transaction Documents to which it is expressed to be a party and
to carry out the transactions contemplated by those documents;
	 
	 	(d)	 	documents binding: each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its constitution or other constituent documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






	 	 	 	and, except as may be provided by the Transaction Documents, does not and will not
result in:





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	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default, cancellation event, prepayment event or similar event (whatever
called) under any agreement relating to Financial Indebtedness;






	 	(f)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of the Transaction Documents to which it is a party and the
transactions contemplated by those documents, have been obtained or effected and are in
full force and effect;
	 
	 	(g)	 	accounts:






	 	(i)	 	the latest Audited Consolidated Balance Sheet of the Sims Group
gives a true and fair view of its and the Relevant Companies’ state of affairs
as at the date to which it relates and the results of its and the Relevant
Companies’ operations for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	that balance sheet has been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in that balance sheet;






	 	(h)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(i)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at





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	 	 	 	the date of this agreement and is not, by the omission of information or otherwise,
misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Transaction Documents; and
	 
	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	6.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 6.






	7.	 	COSTS AND EXPENSES
	 
	 	 	Each Relevant Company agrees to pay or reimburse the Bank on demand for:






	 	(a)	 	the reasonable expenses of the Bank (including, without limitation, travelling
and out-of-pocket expenses) incurred in connection with the negotiation, preparation,
execution and completion of this agreement and any subsequent consent, approval,
waiver, amendment, variation, release or discharge;
	 
	 	(b)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, this agreement (including, without limitation, any
reasonable expenses incurred in retaining consultants to evaluate matters of material
concern to the Bank); and
	 
	 	(c)	 	all stamp duties, fees, taxes and charges which are payable in connection with
the this agreement or a payment, receipt or other transaction contemplated by them,






including in each case external and/or inhouse legal costs and expenses on a full indemnity
basis.




	8.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and each of the parties irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of that State and courts of appeal from them.
	 
	9.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.





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EXECUTED as an agreement.



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SCHEDULE 1




MEMBERS




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




Sims Manufacturing Pty Limited ACN 004 332 870




Sims Industrial Pty Limited ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Sims Energy Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




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 UK (Elliott) Limited




Simsmetal UK (South West) Limited




Simsmetal UK (Reclamation) Limited




Simsmetal UK (Wessex) Limited




Simsmetal UK (Glos) Limited




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SCHEDULE 2




GUARANTORS




Part I




Sims




Sims UK Holdings




Sims USA




Sims Finance




Simsmetal Holdings Pty Limited ACN 000 021 563




Simsmetal Services Pty Limited ACN 000 166 987




Sims Manufacturing Pty Limited ACN 004 332 870




Sims Industrial Pty Limited ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Sims Energy Pty Limited ACN 009 667 752




Sims Aluminium Pty Limited ACN 004 370 905




Part II




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



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Simsmetal UK (Elliott) Limited




Simsmetal UK (South West) Limited




Simsmetal UK (Reclamation) Limited




Simsmetal UK (Wessex) Limited




Simsmetal UK (Glos) Limited




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SCHEDULE 3




AMENDMENTS TO THE FACILITY AGREEMENT




Master Agreement





	1.	 	The definition of “Availability Period” in clause 1.1 is varied to read as follows:





	 	 	 	 	 
	 

	 	“Availability Period”
	 	in respect of each Facility, the period expiring on 31 December 2004,
subject to any extensions granted by the Bank in accordance with clause 5;”.







	2.	 	Delete existing definition of “Margin” in clause 1.1 and insert the following replacement
definition:
	 
	 	 	“has the meaning given in Part 5 of schedule 1”.
	 
	3.	 	Insert the following new definition after “Subsidiary” in clause 1.1:





	 	 	 	 	 
	 

	 	“Undrawn Commitment Fee”
	 	has the meaning given in Part 5 of schedule 1”.







	4.	 	Delete “undrawn commitment fee of [*] per annum” from Part 5(a) of schedule 1 and replace it
with “Undrawn Commitment Fee”.
	 
	5.	 	Part 5(d)(ii) of schedule 1 is varied by deleting the
rate of [*] per annum and replacing it with “the
Margin”; and
	 
	6.	 	The following is new paragraph (e) of Part 5 of schedule 1:






	 	 	 	“(e) For the purposes of this Part 5, Margin will vary according to the level of
Financial indebtedness of the Sims Group to EBITDA in accordance with the following
matrix:







	 	 	 	 	 
	 

	 	Rates of Financial
Indebtedness

to EBITDA
	 	Margin
	 
	 	 	 	 
	 

	 	[*]     	 	 








	7.	 	The following is new paragraph (f) of Part 5 of schedule 1:






	 	 	 	“(f) For the purposes of this Part 5, Undrawn Commitment Fee will vary according to
the level of Financial Indebtedness of the Sims Group to EBITDA in accordance with the
following matrix:







	 	 	 	 	 
	 

	 	Rates of Financial
Indebtedness

to EBITDA
	 	Undrawn Commitment Fee
	 
	 	 	 	 
	 

	 	[*]     	 	 






Facility Appendices




Each Facility Appendix is varied by deleting the first 4 lines and replacing them with:



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This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMS GROUP
USA CORPORATION, SIMS GROUP UK HOLDINGS LIMITED, SIMS GROUP LIMITED, SIMS GROUP UK LIMITED, SIMS
ALUMINIUM PTY LIMITED and COMMONWEALTH BANK OF AUSTRALIA.



AUD Overdraft Facility Appendix




The AUD Overdraft Facility Appendix is varied as highlighted in Schedule 4




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SCHEDULE 4




AUD OVERDRAFT FACILITY APPENDIX




This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMS GROUP
USA CORPORATION, SIMS GROUP UK HOLDINGS LIMITED, SIMS GROUP LIMITED, SIMS GROUP UK LIMITED, SIMS
ALUMINIUM PTY LIMITED and COMMONWEALTH BANK OF AUSTRALIA.




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Appendix the following words and expressions shall, unless otherwise specified or
unless the subject or context otherwise requires have the following meanings:





	 	 	 	 	 
	 

	 	“Advance”
	 	-     each amount drawn on an AUD Overdraft
Account;

	 
	 	 	 	 
	 

	 	“Aluminium”
	 	-     Sims Aluminium Pty Limited;

	 
	 	 	 	 
	 

	 	“AUD Overdraft Accounts”
	 	-     the following accounts held by Overdraft
Borrowers with the Bank:

	 
	 	 	 	 
	 

	 	 	 	     
Account numbers
	 
	 	 	 	 
	 

	 	 	 	      2000 0028 0144
	 

	 	 	 	      2239 0000 0095
	 

	 	 	 	      2513 0022 140
	 

	 	 	 	      3132 0000 0743
	 

	 	 	 	      4000 0014 7246
	 

	 	 	 	      4007 0010 9664
	 

	 	 	 	      4007 1000 5175
	 

	 	 	 	      5118 0011 6116
	 

	 	 	 	      6101 0016 1898
	 

	 	 	 	      7100 0013 2483
	 

	 	 	 	      3248 1004 9237;
	 
	 	 	 	 
	 

	 	“AUD Overdraft Facility”
	 	-     the agreement by the Bank hereunder to
provide Advances;

	 
	 	 	 	 
	 

	 	“Drawdown Amount”
	 	-     in respect of an Advance, the face amount
of the cheque drawn on an AUD Overdraft Account
in respect of that Advance;








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	 	“Drawing”
	 	-     each utilisation of the AUD Overdraft
Facility as provided for in this Appendix;

	 
	 	 	 	 
	 

	 	“Existing Accommodation”
	 	-     the aggregate net debit balance existing
in all AUD Overdraft Accounts on the relevant
date;

	 
	 	 	 	 
	 

	 	“Overdraft Borrowers”
	 	-     Sims and Aluminium; and

	 
	 	 	 	 
	 

	 	“WA Account”
	 	-     AUD Overdraft Account no. 6101 0016 1898.








	1.2	 	Interpretation
	 
	 	 	Capitalised terms or phrases which are used in this Appendix but not defined in clause 1.1
of this Appendix shall have the meanings ascribed thereto in the Master Agreement.
	 
	2.	 	UTILISATION OF AUD OVERDRAFT FACILITY
	 
	2.1	 	The AUD Overdraft Facility may only be utilised by the Overdraft Borrowers.
	 
	2.2	 	The Overdraft Borrowers must execute such account authorities, signature cards and any other
documentation required by the bank before the first utilisation of the AUD Overdraft Facility.
	 
	2.3	 	The Overdraft Borrowers request and authorise the bank to rely on such authorities to operate
the AUD overdraft accounts by cheque or any other means given to the Bank by the Overdraft
Borrowers from time to time to authorise each Drawing of an Advance.
	 
	3.	 	DRAWINGS
	 
	 	 	Notwithstanding the provisions of clause 2.1 of the Master Agreement, the Overdraft
Borrowers will not be required to give a Drawdown Notice with respect to a proposed Drawing
under the AUD Overdraft Facility. Subject to the Bank’s usual terms and conditions, the
terms and conditions of this Agreement and such other terms and conditions as the Bank may
from time to time at its discretion impose, Advances will be made available upon receipt of
the Overdraft Borrowers’ cheque duly drawn upon an AUD Overdraft Account.
	 
	4.	 	AUD OVERDRAFT CAP LIMIT AND FACILITY ACCOMMODATION LIMIT
	 
	4.1	 	The Accommodation provided pursuant to the AUD Overdraft Facility is subject to a Cap Limit
of $250,000,000 and a Facility Accommodation Limit of $500,000.





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	4.2	 	The Cap Limit for the AUD Overdraft Facility is the limit to which the aggregate of debit
balances of all AUD Overdraft Accounts are permitted by the Bank to be drawn.
	 
	4.3	 	The Facility Accommodation Limit for the AUD Overdraft Facility is the amount by which the
aggregate of debit balances of all AUD Overdraft Accounts is permitted to exceed the aggregate
of credit balances of all AUD Overdraft Accounts.
	 
	4.4	 	The Bank may from time to time on giving 7 days notice to the Borrower cancel or vary the Cap
Limit or the Facility Accommodation Limit.
	 
	4.5	 	The Overdraft Borrowers acknowledge that the Bank may refuse to honour or pay cheques drawn
or any other Drawings upon any of the AUD Overdraft Accounts, whether the relevant AUD
Overdraft Account is in debit or credit at the time the cheque is presented for payment or the
Drawing is requested to be made, in any case where the Facility Accommodation Limit would be
exceeded if the cheque or other Drawing were paid.
	 
	5.	 	LIABILITY ON AUD OVERDRAFT ACCOUNTS
	 
	5.1	 	Without limitation to any other obligations of the Borrower or other rights of the Bank under
this Agreement, the Borrower agrees to be liable for all Drawings made to the Overdraft
Borrowers and for all other moneys from time to time owing to the Bank pursuant to the
Accommodation provided under the AUD Overdraft Facility whether or not the same exceeds the
Cap Limit or the Facility Accommodation Limit.
	 
	5.2	 	The Overdraft Borrowers authorise the Bank in its sole discretion at any time and without
notice to them to apply the whole or any part of the balance standing to the credit of any of
its AUD Overdraft Accounts from time to time in or towards satisfaction of any moneys owing to
the Bank under or in connection with the AUD Overdraft Facility on any of its other AUD
Overdraft Accounts.
	 
	6.	 	OUTSTANDING ACCOMMODATION
	 
	 	 	The Outstanding Accommodation of the AUD Overdraft Facility on a particular date will be the
aggregate net debit balance existing in the AUD Overdraft Accounts on such date.
	 
	7.	 	INTEREST
	 
	 	 	Interest on the AUD Overdraft Accounts will be computed daily on the basis of a 365 day year
and will be payable at such time and from time to time as required by the Bank. The rate of
interest will be the Reference Rate. Any change in such rate will take effect at the
opening of business on the effective date of such change.
	 
	8.	 	FEES
	 
	 	 	The Overdraft Borrowers will pay to the Bank such fees referable to the AUD Overdraft
Facility as the Bank advises from time to time.





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	9.	 	PAYMENT OF INTEREST AND FEES
	 
	 	 	The Bank may debit any amount payable pursuant to clauses 7 or 8 of this Appendix to the AUD
Overdraft Accounts at such time and from time to time as the Bank may require and any such
debiting will be deemed to be an Advance.
	 
	10.	 	REPAYMENT






	 	(a)	 	Notwithstanding any other provision of this Agreement all Accommodation
provided under the AUD Overdraft Facility is payable by the Overdraft Borrowers on
demand by the Bank within 7 days of service of the demand. Any payment demanded by the
Bank under this clause must be made to the office of the Bank at 48 Martin Place,
Sydney. Without limiting the foregoing, upon or immediately after making any such
demand the Bank may also notify the Overdraft Borrowers that the obligation of the Bank
to provide any further Accommodation hereunder is cancelled forthwith; whereupon the
same will be so cancelled forthwith.
	 
	 	(b)	 	The Overdraft Borrowers must ensure that at all times there is no debit balance
existing in the WA Account. The Overdraft Borrowers acknowledges that the Bank may
refuse to honour or pay cheques drawn or any other Drawings upon the WA Account in any
case where the balance of that account would be in debit if the cheque or other Drawing
were paid.
	 
	 	(c)	 	Subject to clauses 10(a) and (b), the Overdraft Borrowers may repay the whole
or any part of the Existing Accommodation at any time PROVIDED THAT the Existing
Accommodation must be repaid in full not later than the last day of the Availability
Period.






	11.	 	PAYMENTS
	 
	 	 	All payments by the Overdraft Borrowers in respect of the AUD Overdraft Facility shall be
made in AUD.





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Borrower




	 	 	 	 	 	 	 
	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 SIMS GROUP USA

	 	 	)	 	 	 
	CORPORATION is affixed in accordance with

	 	 	)	 	 	 
	its constituent documents in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED
by SIMS GROUP UK

	 	 	)	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED
for and on behalf of SIMS

	 	 	)	 	 	 
	GROUP 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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	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	GROUP 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)
	 
	 	 	 	 	 	 
	New Borrower
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED by SIMS ALUMINIUM PTY

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director(print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	Members
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	SIMSMETAL HOLDINGS PTY 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)






[*] Confidential Treatment Requested




21









 








	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	SIMSMETAL SERVICES PTY 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 for and on behalf of SIMS

	 	 	)	 	 	 
	MANUFACTURING PTY 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 for and on behalf of SIMS

	 	 	)	 	 	 
	INDUSTRIAL PTY 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)






[*] Confidential Treatment Requested




22









 








	 	 	 	 	 	 	 
	EXECUTED for and on behalf of UNIVERSAL

	 	 	)	 	 	 
	INSPECTION AND TESTING COMPANY

	 	 	)	 	 	 
	PTY 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 for and on behalf of SIMS

	 	 	)	 	 	 
	ENERGY PTY LIMITED by authority of the

	 	 	)	 	 	 
	directors in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director/secretary

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director/secretary (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	ALUMINIUM PTY 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)






[*] Confidential Treatment Requested




23









 








	 	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(SOUTHERN) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(MIDWEST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	RECYCLING LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(NORTHERN) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)






[*] Confidential Treatment Requested




24









 








	 	 	 	 	 	 	 
	EXECUTED by UNITED CASTING

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(SERVICES) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK (SOUTH

	 	 	)	 	 	 
	EAST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK (ELLIOT)

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)






[*] Confidential Treatment Requested




25









 








	 	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK (SOUTH

	 	 	)	 	 	 
	WEST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(RECLAMATION) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK (WESSEX)

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)
	 
	EXECUTED by SIMSMETAL UK (GLOS)

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)






[*] Confidential Treatment Requested




26









 








	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	)	 	 	 
	by
        
          
               
                                   its

	 	 	)	 	 	 
	attorney under power of attorney dated

	 	 	)	 	 	 
	who declares that he is

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	of Commonwealth Bank

	 	 	)	 	 	Attorney
	of Australia the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 






[*] Confidential Treatment Requested




27









 








BORROWER ACCESSION AGREEMENT




THIS AGREEMENT made on 24 March 2003




BETWEEN




SIMS ALUMINIUM PTY LIMITED ACN 004 370 908 (“New Borrower”)




AND




COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 (“Bank”)




RECITALS





	A.	 	Under the Facility Agreement, the Borrower may from time to time raise financial
accommodation.
	 
	B.	 	The New Borrower wishes to assume the rights and obligations of the Borrower under the
Facility Agreement.





IT IS AGREED as follows:




	1.	 	DEFINITIONS





In this agreement (including the recitals) the term “Facility Agreement” means the agreement named
“Facility Agreement” dated 29 October 1991 between Simsmetal Finance Limited and Sims Group USA
Corporation as borrower and the Bank, as amended, supplemented or varied from time to time.



Terms defined in the Facility Agreement have the same meaning when used in this agreement unless
the context otherwise requires.




	2.	 	ACCESSION
	 
	2.1	 	The New Borrower will as and from the date of this agreement irrevocably be a Borrower for
the purposes of the Facility Agreement as if named as party to the Facility Agreement in the
capacity of Borrower.
	 
	2.2	 	The New Borrower agrees to comply with the Facility Agreement and all the terms and
conditions of it will bind the New Borrower accordingly.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	If the New Borrower does not execute a Deed of Accession pursuant to clause 17 of the
Facility Agreement at the same time as the New Borrower executes this agreement, then the
New Borrower makes for the benefit of the Bank the representations and warranties





[*] Confidential Treatment Requested





28









 









	 	 	contained in clause 5.1 of the Negative Pledge Agreement and clause 9.2 of the Facility
Agreement.
	 
	4.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales and the New Borrower submits to the non-exclusive jurisdiction of the courts of
that State.





[*] Confidential Treatment Requested




29









 








EXECUTED as an agreement.



	 	 	 	 	 	 	 
	The COMMON SEAL of SIMS ALUMINIUM

	 	 	)	 	 	 
	PTY LIMITED is affixed in accordance with its

	 	 	)	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	Name (print): Jeremy Sutcliffe

	 	 	 	 	 	Name (print): Ross Cunningham
	Title (print): Group Chief Executive

	 	 	 	 	 	Title (print): Executive Director — Finance and Strategy
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	)	 	 	 
	by
                    
               
               
                    as

	 	 	)	 	 	 
	duly authorised attorney under power of attorney

	 	 	          
)	 	 	      
	dated            who certifies that he is

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	of Commonwealth Bank

	 	 	)	 	 	Attorney
	of Australia the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 
	 
Signature of witness
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 
Name of witness (print)
	 	 	 	 	 	 






[*] Confidential Treatment Requested





30











 





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.




Commonwealth Bank of Australia

ABN 48 123 123 124




Premium Business Services, Sydney NSW




	 	 	 	 	 	 	 	 	 
	Institutional Banking

	 	PO Box 2719
	 	Telephone:
	 	(02) 9513 9454
	 	Warwick Stephens 
	Level 15

	 	Sydney
	 	Telefax:
	 	(02) 9513 9491
	 	Executive Manager
	52 Martin Place

	 	NSW 2000
	 	 	 	 	 	Institutional Banking
	SYDNEY NSW 2000

	 	 	 	 	 	 	 	
	AUSTRALIA
	 	 	 	 	 	 	 	 






10 January 2005



Mr Ross Cunningham

Executive Director

Group Finance & Strategy

Sims Group Limited

Level 6, 41 McLaren Street

North Sydney NSW 2060




Dear Ross




$150 Million Multi Option Facility Agreement (“MOFA”) Dated 29 October 1991 (as amended) between
Sims Group Ltd (and related companies) (“Sims”) and the Commonwealth Bank (“the Bank”)



Annual Review of Facilities



On behalf of the Commonwealth Bank of Australia (“the Bank”), I am pleased to confirm that the
Annual Review of facilities for Sims has been completed. Accordingly, the end of the Availability
Period under the MOFA has been extended to 31 December 2006. In addition, the Bank has also
approved to increase the Accommodation Limit from $150m to $200m.



We would also like to take the opportunity to recognise Sims continuing performance and reduce the
pricing on the facility as below.



Approval is subject to:





	1.	 	pricing to be revised as follows:






	 	 	 	 	 	 	 
	 

	 	Debt/EBITDA
	 	Existing Margin
	 	Proposed Margin
	 
	 	 	 	 	 	 
	 

	 	 	 	[*]	 	 








	 	 	Commitment Fee remains unchanged at [*] of
Applicable Margin.
	 
	2.	 	the Bank’s usual terms and conditions generally for the type of facility provided;
	 
	3.	 	the usual incidents of banker/client contract;





[*] Confidential Treatment Requested









Page 1 of 2









 












	4.	 	the terms and conditions set out in the MOFA (as amended) between Sims Group Ltd (and
related companies) (“Sims”) and the Commonwealth Bank (“the Bank”);
	 
	5.	 	the terms and conditions set out in this letter; and
	 
	6.	 	any separate agreements or documentation executed in connection with the facilities provided.





Terms used in this letter have the meaning given to them in the MOFA unless the context requires
otherwise. All other terms and conditions of the Facility Agreement remain unchanged.



Should you wish to discuss any matters raised in this letter, please do not hesitate to contact me
on 02-9513 9454, or alternatively, Angela Wong on 02-9513 9453.



Acceptance of the extension to the MOFA will be effected by duly signing and returning the
duplicate of this letter. This offer is available for acceptance until 5.00pm Monday 24 January
2005.



Yours sincerely




Warwick Stephens




Accepted for and on behalf of Sims Group Limited




	 	 	 	 	 	 	 
	 
	 

Name

	 	 

Signature
	 	 

Date
	 	 






[*] Confidential Treatment Requested





Page 2 of 2











 




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.




SIMSMETAL FINANCE LIMITED




SIMS GROUP USA CORPORATION




SIMS GROUP UK HOLDINGS LIMITED




SIMS GROUP LIMITED




SIMS GROUP UK LIMITED




SIMS ALUMINIUM PTY LIMITED




AND




SIMS CO LIMITED




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA




EIGHTH AMENDING AGREEMENT

AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY

AGREEMENT)




J K O’SULLIVAN

General Counsel

Commonwealth Bank Group

Level 11

Bank House

309 George Street

SYDNEY NSW 1155


Tel. (02) 9378 4720

Fax. (02) 9378 2211

DX 1440 SYDNEY




[*] Confidential Treatment Requested






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	2
	 
	 	 	 	 
	 
	 	1.1      Definitions	 	2
	 
	 	 	 	 
	 
	 	1.2      Interpretation	 	4
	 
	 	 	 	 
	2.
	 	ACCESSION	 	4
	 
	 	 	 	 
	 
	 	2.1      Accession from Effective Date	 	4
	 
	 	 	 	 
	 
	 	2.2      Agreement to which accession applies	 	4
	 
	 	 	 	 
	3.
	 	AMENDMENTS TO FACILITY AGREEMENT	 	4
	 
	 	 	 	 
	 
	 	3.1      Amendments	 	4
	 
	 	 	 	 
	 
	 	3.2      Preservation of Facility Agreement	 	4
	 
	 	 	 	 
	 
	 	3.3      Preservation of rights and liabilities	 	4
	 
	 	 	 	 
	4.
	 	CONDITIONS PRECEDENT	 	4
	 
	 	 	 	 
	5. 
	 	CONSENT AND CONFIRMATION	 	5
	 
	 	 	 	 
	 
	 	5.1      Consent	 	5
	 
	 	 	 	 
	 
	 	5.2      Confirmation	 	5
	 
	 	 	 	 
	6.
	 	REPRESENTATIONS AND WARRANTIES	 	5
	 
	 	 	 	 
	 
	 	6.1      Representations and warranties	 	5
	 
	 	 	 	 
	 
	 	6.2      Reliance on representations and warranties	 	5
	 
	 	 	 	 
	7.
	 	STAMP DUTY AND EXPENSES	 	5
	 
	 	 	 	 
	8.
	 	GOVERNING LAW	 	5
	 
	 	 	 	 
	9.
	 	COUNTERPARTS	 	5
	 
	 	 	 	 
	SCHEDULE 1 MEMBERS	 	6
	 
	 	 	 	 
	SCHEDULE 2 GUARANTORS	 	7
	 
	 	 	 	 
	SCHEDULE 3	 	9
	 
	 	 	 	 
	SCHEDULE 4 AMENDMENTS TO THE FACILITY AGREEMENT	 	11






[*] Confidential Treatment Requested





-i-









 








EIGHTH AMENDING AGREEMENT AND ACCESSION AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 31 October 2005




PARTIES




	 	 	 
	(Referred to
individually and
collectively as the)
Borrower

	 	Simsmetal Finance Limited ABN 90 052 931 218

Level 6

41 McLaren Street

North Sydney NSW
	 
	 	 
	 

	 	Sims Group USA Corporation

600 South Fourth Street

Richmond, California
	 
	 	 
	 

	 	Sims Group UK Holdings Limited

Long Marston

Stratford-upon-Avon

Warwickshire CV37 8AQ,
	 
	 	 
	 

	 	Sims Group Limited ABN 37 008 634 526

Level 6

41 McLaren Street

North Sydney NSW
	 
	 	 
	 

	 	Sims Group UK Limited

Long Marston

Stratford-upon-Avon

Warwickshire, CV37 8AQ
	 
	 	 
	 

	 	Sims Aluminium Pty Limited ABN 93 004 370 905

Level 6

41 McLaren Street

North Sydney NSW
	 
	 	 
	New Borrower

	 	Sims Co Limited ACN 114 838 630

Level 6

41 McLaren Street

North Sydney NSW
	 
	 	 
	Member

	 	The companies named in schedule 1






[*] Confidential Treatment Requested






 









 







 2





	 	 	 
	Bank

	 	Commonwealth Bank of Australia ABN 48 123 123 124
	 

	 	Level 15
	 

	 	52 Martin Place
	 

	 	Sydney NSW






RECITALS





	A.	 	The Facility Agreement and the Negative Pledge Agreement were originally entered into on 29
October 1991. Since then both agreements have been the subject of numerous amendments. Both
agreements are being further amended, the Facility Agreement by this agreement.
	 
	B.	 	The main changes effected by this agreement are to increase the Accommodation Limit and to
provide for the accession of the New Borrower.
	 
	C.	 	This agreement is being entered into in conjunction with the Sixth Amending Deed and
Accession Deed (Negative Pledge Agreement) and the Second Group Guarantee Accession Deed.
	 
	D.	 	The main changes effected by the Sixth Amending Deed and Accession Deed (Negative Pledge
Agreement) are to revise the financial covenants and to provide for the accession of the New
Borrower.
	 
	E.	 	The main changes effected by the Second Group Guarantee Accession Deed are to add the New
Borrower as a party to the Group Guarantee.
	 
	F.	 	The Borrowers, the Members and the Guarantors have each agreed to consent to the variation of
the Facility Agreement in the manner set out in this agreement in part as acknowledgement of
their joint and several obligation to guarantee an increase in secured moneys.
	 
	G.	 	The parties have agreed to vary the Facility Agreement in the manner set out in schedule 4.





AGREEMENTS





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Facility Agreement apply in this agreement, unless defined
below:





	 	 	 	 	 
	Effective Date

	 	-
	 	the date on which the Bank notifies Sims in writing that all the conditions
precedent set out in clause 4 have been complied with to the






[*] Confidential Treatment Requested







 









 







 3





	 	 	 	 	 
	 

	 	 	 	satisfaction of the
Bank;
	 
	 	 	 	 
	Facility Agreement

	 	-
	 	the agreement named “Facility Agreement” dated 29 October 1991 between Sims
Finance and Sims USA as borrower and the Bank, as amended, supplemented or varied by
the documents listed in part 1 of schedule 3;
	 
	 	 	 	 
	Group Guarantee

	 	-
	 	the deed of that name dated 21 March 1996 between the Guarantors and the
Bank;
	 
	 	 	 	 
	Guarantors

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	Members

	 	-
	 	the companies named in schedule 1;
	 
	 	 	 	 
	Negative Pledge Agreement

	 	-
	 	the deed named “Negative Pledge” dated 29 October 1991 between the Bank,
Sims and the companies named in schedule 1 of that deed, as amended, supplemented or
varied by the documents listed in part 2 of schedule 3;
	 
	 	 	 	 
	Relevant Companies

	 	-
	 	the Borrower and the Members;
	 
	 	 	 	 
	Second Group Guarantee Accession Deed

	 	-
	 	the Deed of that name dated on or about the date of this agreement between
Sims Co Limited as an additional guarantor and the Bank;
	 
	 	 	 	 
	Sims

	 	-
	 	Sims Group Limited ABN 37 008 634 526;
	 
	 	 	 	 
	Sims Finance

	 	-
	 	Simsmetal Finance Limited ABN 90 052 931 218;
	 
	 	 	 	 
	Sims UK Holdings

	 	-
	 	Sims Group UK Holdings Limited, a company incorporated in the United Kingdom;
	 
	 	 	 	 
	Sims USA

	 	-
	 	Sims Group USA Corporation, a company incorporated in Delaware, United
States of America;
	 
	 	 	 	 
	Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)

	 	 -
	 	the deed of that name dated on or about the date of this agreement between
the parties to the Negative Pledge Agreement; and
	 
	 	 	 	 
	Transaction Documents

	 	-
	 	has the same meaning as in the Negative Pledge and includes, without
limitation, this agreement.






[*] Confidential Treatment Requested





 









 





 4





	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	2.	 	ACCESSION
	 
	2.1	 	Accession from Effective Date
	 
	 	 	Subject to clause 4, with effect on and from the Effective Date, the New Borrower:






	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as a party to the Facility Agreement in the capacity of Borrower; and
	 
	 	(b)	 	agrees to comply with the Facility Agreement and all the terms and conditions
of the Facility Agreement will bind the New Borrower accordingly.






	2.2	 	Agreement to which accession applies
	 
	 	 	For the purposes of clause 2.1, “Facility Agreement” means the Facility Agreement as amended
by this agreement.
	 
	3.	 	AMENDMENTS TO FACILITY AGREEMENT
	 
	3.1	 	Amendments
	 
	 	 	Subject to clause 4, with effect on and from the Effective Date, the Facility Agreement is
amended as shown in schedule 4.
	 
	3.2	 	Preservation of Facility Agreement
	 
	 	 	Except to the extent amended by this agreement, the Facility Agreement continues in effect
and is confirmed.
	 
	3.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Facility Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	4.	 	CONDITIONS PRECEDENT
	 
	 	 	The New Borrower will not be taken to be a Borrower for the purposes of the Facility
Agreement and the amendments to the Facility Agreement will not take effect until the Bank
notifies Sims in writing that it has received all of the following in form and substance
satisfactory to it:






	 	(a)	 	this agreement and the Negative Pledge Agreement are duly executed by the
Relevant Companies;





[*] Confidential Treatment Requested




 









 






 5




	 	(b)	 	a duly executed Second Group Guarantee Accession Deed; and
	 
	 	(c)	 	a Verification Certificate substantially in the form of schedule 5 to the
Facility Agreement executed by two directors of the New Borrower.






	5.	 	CONSENT AND CONFIRMATION
	 
	5.1	 	Consent
	 
	 	 	Each Member and each Guarantor consents to the amendments to the Facility Agreement.
	 
	5.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the representations and warranties for the benefit of the Bank
that are set out in clause 5.1 of the Negative Pledge Agreement. They are made as at the
Effective Date.
	 
	6.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 6.
	 
	7.	 	STAMP DUTY AND EXPENSES
	 
	 	 	Clause 12 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	8.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales. Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of that State and courts of appeal from them.
	 
	9.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.





EXECUTED as an agreement.




[*] Confidential Treatment Requested





 









 





 6




SCHEDULE 1




MEMBERS




	 	 	 	 	 	 	 
	 	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Simsmetal Holdings Pty Limited
	 	ABN 97 000 021 563	 	NSW	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty Limited
	 	ABN 76 000 166 987	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty Limited
	 	ABN 13 004 332 870	 	VIC	 	H&D Metals Pty Limited
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited
	 	ABN 95 000 090 479	 	NSW	 	Sims Products Holdings Pty Limited
	 
	 	 	 	 	 	 
	Universal Inspection and Testing
	 	ABN 97 000 554 656	 	NSW	 	 
	Company Pty Limited
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Energy Pty Limited
	 	ABN 42 009 667 752	 	QLD	 	Simsmetal (QLD) Pty Limited
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited
	 	ABN 93 004 370 905	 	VIC	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Southern) Limited
	 	1638948	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Midwest) Limited
	 	549109	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK Recycling Limited
	 	538792	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Northern) Limited
	 	199765	 	UK	 	 
	 
	 	 	 	 	 	 
	United Castings Limited
	 	2550422	 	UK	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Limited
	 	3242331	 	UK	 	Simsmetal UK (Services) Limited
	 
	 	 	 	 	 	 
	Simsmetal UK (South East) Limited
	 	2734487	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Elliott) Limited
	 	1054186	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South West) Limited
	 	3242457	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Reclamation) Limited
	 	1304896	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Wessex) Limited
	 	115049	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Glos) Limited
	 	2119329	 	UK	 	 






[*] Confidential Treatment Requested





 









 





 7




SCHEDULE 2




GUARANTORS




	 	 	 	 	 	 	 
	 	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Limited
	 	ABN 37 008 634 526	 	ACT	 	Simsmetal Limited
	 
	 	 	 	 	 	 
	Sims Group UK Holdings Limited
	 	2904307	 	UK	 	Simsmetal UK Holdings Limited
	 
	 	 	 	 	 	 
	Sims Group USA Corporation
	 	 	 	Delaware	 	Simsmetal USA Corporation
	 
	 	 	 	 	 	 
	Sims Finance Limited
	 	ABN 90 052 931 218	 	ACT	 	 
	 
	 	 	 	 	 	 
	Simsmetal Holdings Pty Limited
	 	ABN 97 000 021 563	 	NSW	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty Limited
	 	ABN 76 000 166 987	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty Limited
	 	ABN 13 004 332 870	 	VIC	 	H&D Metals Pty Limited
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited
	 	ABN 95 000 090 479	 	NSW	 	Sims Products Holdings Pty Limited
	 
	 	 	 	 	 	 
	Universal Inspection and Testing
	 	ABN 97 000 554 656	 	NSW	 	 
	Company Limited
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Energy Pty Limited
	 	ABN 42 009 667 752	 	QLD	 	Simsmetal (QLD) Pty Limited
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited
	 	ABN 93 004 370 905	 	VIC	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Limited
	 	3242331	 	UK	 	Simsmetal UK (Services) Limited
	 
	 	 	 	 	 	 
	Simsmetal UK (Southern) Limited
	 	1638948	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Midwest) Limited
	 	549109	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK Recycling Limited
	 	538792	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Northern) Limited
	 	199765	 	UK	 	 
	 
	 	 	 	 	 	 
	United Castings Limited
	 	2550422	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South East) Limited
	 	2734487	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Elliott) Limited
	 	1054186	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South West) Limited
	 	3242457	 	UK	 	 




[*] Confidential Treatment Requested



 









 




 8



	 	 	 	 	 	 	 
	 	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Simsmetal UK (Reclamation) Limited
	 	1304896	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Wessex) Limited
	 	115049	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Glos)Limited
	 	2119329	 	UK	 	 






[*] Confidential Treatment Requested






 









 





 9




SCHEDULE 3




(PART 1)




(Documents amending the original Facility Agreement of 29 October 1991)





	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims Finance, Sims USA
and the Bank;
	 
	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between Sims Finance,
Sims USA, Sims UK Holdings and the Bank;
	 
	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March 1996 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;
	 
	(e)	 	the agreement named “Fourth Amending Agreement” dated 21 September 1998 between the Borrower,
the companies named in schedule 1 to that agreement and the Bank;
	 
	(f)	 	the agreement named “Fifth Amending Agreement (Multi Option Facility Agreement)” dated 22
September 1999 between the Borrower, the companies named in schedule 1 to that agreement and
the Bank;
	 
	(g)	 	the agreement named “Sixth Amending Agreement and Accession Agreement (Multi Option Facility
Agreement)” dated 3 November 2000 between the Borrower, the companies named in schedule 1 to
that agreement and the Bank;
	 
	(h)	 	the agreement named “Seventh Amending Agreement and Accession Agreement (Multi Option
Facility Agreement)” dated 24 March 2003 between the Borrower, the companies named in schedule
1 to that agreement and the Bank; and
	 
	(i)	 	letter dated 10 January 2005 from the Bank.





(PART 2)




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;





[*] Confidential Treatment Requested





 









 





 10





	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;
and
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated on
or about the date of this agreement between Sims, Sims Co Limited and the other companies
named in schedule 1 to that deed as members and the Bank.





[*] Confidential Treatment Requested




 









 






 11



SCHEDULE 4




AMENDMENTS TO THE FACILITY AGREEMENT




Name changes





	1.	 	The names of the companies appearing in column 1 are to be substituted for the names
appearing in column 2 wherever they appear:





	 	 	 
	Column 1 - current name	 	Column 2 - changed name
	Simsmetal USA Corporation

	 	Sims Group USA Corporation
	Simsmetal UK Holdings Limited

	 	Sims Group UK Holdings Limited
	Simsmetal Limited

	 	Sims Group Limited
	Simsmetal UK Limited

	 	Sims Group UK Limited






Change of address





	2.	 	On the first page after “COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of” substitute the
words “48 Martin Place” with “Level 15, 52 Martin Place”.





Definitions





	3.	 	In the definition of “Availability Period” in clause 1.1 substitute “2006” with “2007”.
	 
	4.	 	In the definition of “Borrower” in clause 1.1 insert after “Sims Group UK Limited”, “Sims
Aluminium Pty Limited”.
	 
	5.	 	In the definition of “Negative Pledge Agreement” in clause 1.1 delete “and” at the end of
sub-clause (f) and insert at the end of sub-clause (g) the following:
	 
	 	 	“and






	 	(h)	 	the deed named “Sixth Amending Deed and Accession Deed
(Negative Pledge Agreement)” between the Bank, Sims and the other companies
named in schedule 1 to that deed;”





Accommodation Fees heading





	6.	 	Amend the heading to clause 4.1 to read “Accommodation Fees”.





Annual review date





	7.	 	In clause 5, substitute “2001” with “2006” where it appears after “Not later than 31
December”.





[*] Confidential Treatment Requested





 









 





 12




Undertakings





	8.	 	In clause 9.4(a) substitute “section 3.13” with “part 2M.6” where it appears in the heading
and in the body of the clause.





Accommodation limit





	9.	 	In schedule 1, part 1, Accommodation Limit substitute “AUD200,000,000” with “AUD300,000,000”.
	 
	10.	 	In schedule 1, part 5, Fees (e), substitute the matrix with the following:






	 	 	 
	Rates of Financial Indebtedness 
to EBITDA	 	Margin







[*]








	11.	 	In schedule 1, part 5, Fees (f) substitute the matrix with the following:






	 	 	 
	Rates of Financial Indebtedness 
to EBITDA	 	Undrawn Commitment Fee








[*]




Change of address





	12.	 	In schedule 1, part 7, Branch for Service of Notice, substitute the address for Commonwealth
Bank of Australia with




“Level 15

52 Martin Place

Sydney NSW 1155

Attention: Relationship Executive, Institutional Banking

Facsimile: (02) 9513 9491”




Guarantors and Debtors





	13.	 	Substitute schedule 2 with the following:-





Guarantors and Debtors




	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Limited
	 	ABN 37 008 634 526	 	 	 	Simsmetal Limited
	 
	 	 	 	 	 	 
	Sims Finance Limited
	 	ABN 90 052 931 218	 	ACT	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Holdings Limited
	 	 	 	UK	 	Simsmetal UK Holdings Limited
	 
	 	 	 	 	 	 
	Sims Group USA Corporation
	 	 	 	Delaware	 	Simsmetal USA Corporation
	 
	 	 	 	 	 	 
	Simsmetal Holdings Pty Limited
	 	ABN 97 000 021 563	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited
	 	ABN 95 000 090 479	 	NSW	 	Sims Products Holdings Pty Limited




[*] Confidential Treatment Requested



 









 




 13




	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Universal Inspection and Testing
	 	ABN 14 000 554 656	 	NSW	 	 
	Company Pty Limited
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty Limited
	 	ABN 76 000 166 987	 	NSW	 	 
	 
	 	 	 	 	 	 
	Simsmetal Energy Pty Limited
	 	ABN 42 009 667 752	 	QLD	 	Simsmetal (QLD) Pty Limited
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty Limited
	 	ABN 13 004 332 870	 	VIC	 	H&D Metals Pty Limited
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited
	 	ABN 93 004 370 905	 	VIC	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Limited
	 	3242331	 	UK	 	Simsmetal UK Limited
	 
	 	 	 	 	 	 
	Simsmetal UK (Southern) Limited
	 	1638958	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Midwest) Limited
	 	549109	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK Recycling Limited
	 	538792	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Northern) Limited
	 	199765	 	UK	 	 
	 
	 	 	 	 	 	 
	United Casting Limited
	 	2550422	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Services) Limited
	 	3242331	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South East) Limited
	 	2734487	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Elliot) Limited
	 	1054186	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South West) Limited
	 	3242457	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Reclamation) Limited
	 	1304896	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Wessex) Limited
	 	115049	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Glos) Limited
	 	2119329	 	UK	 	 






[*] Confidential Treatment Requested





 









 






 14



Borrower




	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 
	by authority of directors in the presence

	 	 	)	 	 	 
	of :

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	GROUP USA CORPORATION

	 	 	)	 	 	 
	by authority of directors in the presence

	 	 	)	 	 	 
	of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)





 [*] Confidential Treatment Requested



 









 




 15





	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	GROUP LIMITED by authority of

	 	 	)	 	 	 
	directors in the presence of:

	 	 	)	)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	GROUP UK LIMITED by authority of

	 	 	)	 	 	 
	the directors in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMS ALUMINIUM

	 	 	)	 	 	 
	PTY HOLDINGS LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)




[*] Confidential Treatment Requested



 









 




 16



New Borrower




	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	CO LIMITED by authority of the

	 	 	)	 	 	 
	directors in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	Members
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	SIMSMETAL HOLDINGS PTY

	 	 	)	 	 	 
	LIMITED by authority of the directors

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	SIMSMETAL SERVICES PTY

	 	 	)	 	 	 
	LIMITED by authority of the directors

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)




[*] Confidential Treatment Requested



 









 




 17




	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	MANUFACTURING PTY LIMITED

	 	 	)	 	 	 
	by authority of the directors in the

	 	 	)	 	 	 
	presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	INDUSTRIAL PTY LIMITED by

	 	 	)	 	 	 
	authority of the directors in the presence

	 	 	)	 	 	 
	of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 
	UNIVERSAL INSPECTION AND

	 	 	)	 	 	 
	TESTING COMPANY PTY

	 	 	)	 	 	 
	LIMITED by authority of the directors

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)





 [*] Confidential Treatment Requested


 









 




 18




	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	ENERGY PTY LIMITED by authority

	 	 	)	 	 	 
	of the directors in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 
	ALUMINIUM PTY LIMITED by

	 	 	)	 	 	 
	authority of the directors in the presence

	 	 	)	 	 	 
	of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(SOUTHERN) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(MIDWEST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)




[*] Confidential Treatment Requested



 









 




 19





	 	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	RECYCLING LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(NORTHERN) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by UNITED CASTING

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 
	LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)






 



[*] Confidential Treatment Requested








 




 20




	 	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(SOUTH EAST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(ELLIOT) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(SOUTH WEST) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(RECLAMATION) LIMITED acting

	 	 	)	 	 	 
	by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)





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 21



	 	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(WESSEX) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL UK

	 	 	)	 	 	 
	(GLOS) LIMITED acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)
	 
	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 
	its attorney under

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	power of attorney dated

	 	 	)	 	 	Attorney
	who declares that he is

	 	 	)	 	 	 
	of Commonwealth Bank of Australia the

	 	 	)	 	 	 
	presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 





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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.




DATED 5TH MARCH 2008




THE COMPANIES NAMED IN SCHEDULES 1, 2 & 4




AND




COMMONWEALTH BANK OF AUSTRALIA




NINTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




J K O’SULLIVAN

General Counsel

Commonwealth Bank Group

Level 11

Bank House

309 George Street

SYDNEY NSW 1155




Tel. (02) 9378 4721

Fax. (02) 9378 2211

DX 1440 SYDNEY

Ref: IRC3024771




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TABLE OF CONTENTS




	 	 	 	 	 
	CLAUSE	 	   NAME	 	PAGE
	 
	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	1
	 
	 	 	 	 
	 
	 	1.1     Definitions	 	1
	 
	 	 	 	 
	 
	 	1.2      Interpretation	 	3
	 
	 	 	 	 
	2.
	 	ACCESSION OF NEW BORROWER	 	3
	 
	 	 	 	 
	 
	 	2.2      Consent of existing parties	 	3
	 
	 	 	 	 
	3.
	 	AMENDMENT TO FACILITY AGREEMENT	 	3
	 
	 	 	 	 
	 
	 	3.1      Amendments	 	3
	 
	 	 	 	 
	 
	 	3.2      Preservation of Facility Agreement	 	3
	 
	 	 	 	 
	 
	 	3.3      Preservation of rights and liabilities	 	3
	 
	 	 	 	 
	4.
	 	RETIREMENT	 	3
	 
	 	 	 	 
	 
	 	4.1      Retirement from Facility Agreement	 	3
	 
	 	 	 	 
	 
	 	4.2      Retirement from Group Guarantee	 	4
	 
	 	 	 	 
	5.
	 	CONDITIONS PRECEDENT	 	4
	 
	 	 	 	 
	6.
	 	CONSENT AND CONFIRMATION	 	4
	 
	 	 	 	 
	 
	 	6.1      Consent	 	4
	 
	 	 	 	 
	 
	 	6.2      Confirmation	 	5
	 
	 	 	 	 
	7.
	 	REPRESENTATIONS AND WARRANTIES	 	5
	 
	 	 	 	 
	 
	 	7.1      Representations and warranties	 	5
	 
	 	 	 	 
	 
	 	7.2      Reliance on representations and warranties	 	5
	 
	 	 	 	 
	8.
	 	STAMP DUTY AND EXPENSES	 	5
	 
	 	 	 	 
	9.
	 	GOVERNING LAW	 	5
	 
	 	 	 	 
	10.
	 	COUNTERPARTS	 	5
	 
	 	 	 	 
	11.
	 	EXECUTION	 	5
	 
	 	 	 	 
	 
	 	11.1     One execution per party	 	5
	 
	 	 	 	 
	 
	 	11.2     Order of execution of documents	 	5
	 
	 	 	 	 
	12.
	 	FORM OF AGREEMENT	 	6
	 
	 	 	 	 
	SCHEDULE 1 - BORROWERS	 	7
	 
	 	 	 	 
	SCHEDULE 2 - MEMBERS	 	8
	 
	 	 	 	 
	SCHEDULE 3 - RETIRING BORROWERS	 	10
	 
	 	 	 	 
	SCHEDULE 4 - GUARANTORS	 	11
	 
	 	 	 	 
	SCHEDULE 5	 	13





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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	CLAUSE	 	   NAME	 	PAGE
	 
	 	 	 	 
	SCHEDULE 6 - AMENDMENTS TO THE FACILITY AGREEMENT	 	16
	 
	 	 	 	 
	SCHEDULE 7 - RETIRING GUARANTOR	 	17
	 
	 	 	 	 
	EXECUTION	 	19
	 
	 	 	 	 
	 
	 	AUSTRALIAN ENTITIES	 	19
	 
	 	UK ENTITIES	 	24
	 
	 	US ENTITIES 	 	26
	 
	 	NZ ENTITY	 	34
	 
	 	EUROPEAN ENTITIES	 	34
	 
	 	BANK	 	36






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1




NINTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 5 March 2008




	 	 	 
	PARTIES
	 	 
	 
	 	 
	Borrower

	 	The companies named in schedule 1
	 
	 	 
	Member

	 	The companies named in schedule 2
	 
	 	 
	Guarantor

	 	The companies named in schedule 4
	 
	 	 
	Bank

	 	Commonwealth Bank of Australia ABN 48 123 123 124
	 

	 	Level 15
	 

	 	52 Martin Place
	 

	 	Sydney NSW






RECITALS





	A.	 	The parties have agreed to amend the Facility Agreement (as defined bellow) as set out in
this agreement and for the New Borrower to accede to the Facility Agreement.
	 
	B.	 	The Borrowers, the Members and the Guarantors have each agreed to consent to the amendment of
the Facility Agreement in the manner set out in this agreement in part as acknowledgement of
their joint and several obligation to guarantee an increase in secured moneys.





AGREEMENTS





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Facility Agreement apply in this agreement, unless defined
below:





	 	 	 	 	 
	Effective Date

	 	-
	 	the date on which the Bank notifies Sims
in writing that all the conditions precedent set
out in clause 5 have been complied with to the
satisfaction of the Bank;
	 
	 	 	 	 
	Existing Borrower

	 	-
	 	the Borrower with the exception of the
New Borrower;
	 
	 	 	 	 
	Facility Agreement

	 	-
	 	the agreement named “Facility Agreement”





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2



	 	 	 	 	 
	 

	 	 	 	dated 29 October 1991 between Sims Finance and
Sims USA as borrower and the Bank, as amended,
supplemented or varied by the documents listed
in part 1 of schedule 5 (with the exception of
this agreement);
	 
	 	 	 	 
	Group Guarantee

	 	-
	 	the deed of that name dated 21 March
1996 between the Guarantors and the Bank;
	 
	 	 	 	 
	Guarantors

	 	-
	 	the companies named in schedule 4;
	 
	 	 	 	 
	Members

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	Negative Pledge Agreement

	 	-
	 	the deed named “Negative Pledge” dated
29 October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by the documents
listed in part 2 of schedule 5;
	 
	 	 	 	 
	New Borrower

	 	-
	 	each of the following companies
incorporated in Delaware, USA:
	 
	 	 	 	 
	 

	 	 	 	(a)      Sims Group Global Trade Corporation;
	 
	 	 	 	 
	 

	 	 	 	(b)      Schiabo Larovo Corporation;
	 
	 	 	 	 
	 

	 	 	 	(c)      Simsmetal East LLC; and
	 
	 	 	 	 
	 

	 	 	 	(d)      Simsmetal West LLC;
	 
	 	 	 	 
	Relevant Companies

	 	-
	 	the Borrower and the Members;
	 
	 	 	 	 
	Retiring Borrower

	 	-
	 	the companies named in schedule 3;
	 
	 	 	 	 
	Retiring Guarantor

	 	-
	 	the companies named in schedule 7;
	 
	 	 	 	 
	Sims

	 	-
	 	Sims Group Limited ABN 37 008 634 526;
	 
	 	 	 	 
	Sims UK Holdings

	 	-
	 	Sims Group UK Holdings Limited, a
company incorporated in the United Kingdom; and
	 
	 	 	 	 
	Sims USA

	 	-
	 	Sims Group USA Corporation, a company
incorporated in Delaware, United States of
America.






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3




	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	2.	 	ACCESSION OF NEW BORROWER
	 
	2.1	 	Accession to Facility Agreement
	 
	 	 	Subject to clause 5, with effect on and from the Effective Date, the New Borrower:






	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as a party to the Facility Agreement in the capacity of Borrower; and
	 
	 	(b)	 	agrees to comply with the Facility Agreement and all the terms and conditions
of the Facility Agreement will bind the New Borrower accordingly.






	2.2	 	Consent of existing parties
	 
	 	 	The Existing Borrower, the Member and the Guarantor consent to the accession of the New
Borrower to the Facility Agreement on the terms of this agreement.
	 
	3.	 	AMENDMENT TO FACILITY AGREEMENT
	 
	3.1	 	Amendments
	 
	 	 	Subject to clause 5, with effect on and from the Effective Date, the Facility Agreement is
amended as shown in schedule 6.
	 
	3.2	 	Preservation of Facility Agreement
	 
	 	 	Except to the extent amended by this agreement, the Facility Agreement continues in effect
and is confirmed.
	 
	3.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Facility Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	4.	 	RETIREMENT
	 
	4.1	 	Retirement from Facility Agreement





Subject to clause 5, with effect on and from the Effective Date:





	 	(a)	 	the Retiring Borrower shall cease to be a Borrower under, and a party to, the
Facility Agreement;





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4





	 	(b)	 	the Bank releases the Retiring Borrower from any obligations which may arise on
or after the date of this agreement but without prejudice to any obligations which may
have accrued before then;
	 
	 	(c)	 	the Borrower, Member and Guarantor consent to the retirement of the Retiring
Borrower on the terms of this deed.






	4.2	 	Retirement from Group Guarantee




The parties acknowledge and agree that with effect from the Effective Date:





	 	(a)	 	the Retiring Guarantors are no longer parties to, or Guarantors under, the
Group Guarantee;
	 
	 	(b)	 	the Bank releases the Retiring Guarantor from any obligations under the Group
Guarantee; and
	 
	 	(c)	 	the Guarantor consents to the retirement of the Retiring Guarantor on the terms
of this deed.






	5.	 	CONDITIONS PRECEDENT




The amendment to the Facility Agreement will not take effect until the Bank notifies Sims in
writing that it has received all of the following in form and substance satisfactory to it:





	 	(a)	 	this agreement;
	 
	 	(b)	 	a Certificate signed by two directors or officers of the New Borrower
confirming that upon execution of this agreement, the representations and warranties
referred to in clause 7.1 of this agreement are correct in relation to that New
Borrower;
	 
	 	(c)	 	a Verification Certificate substantially in the form of schedule 5 to the
Facility Agreement executed by two directors or officers of the New Borrower;
	 
	 	(d)	 	a legal opinion, in form and substance satisfactory to the Bank, confirming
that upon execution by the New Borrower of this agreement, it will create valid,
binding and enforceable obligations of that New Borrower;
	 
	 	(e)	 	the Fourth Group Guarantee Accession Deed;
	 
	 	(f)	 	the Seventh Amending Deed and Accession Deed (Negative Pledge Agreement); and
	 
	 	(g)	 	such other documents as the Bank may reasonably require.






	6.	 	CONSENT AND CONFIRMATION
	 
	6.1	 	Consent





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5




	 	 	Each Member and each Guarantor consents to the amendment to the Facility Agreement.
	 
	6.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	7.	 	REPRESENTATIONS AND WARRANTIES
	 
	7.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the representations and warranties for the benefit of the Bank
that are set out in clause 5.1 of the Negative Pledge Agreement. They are made as at the
Effective Date.
	 
	7.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 5.
	 
	8.	 	STAMP DUTY AND EXPENSES
	 
	 	 	Clause 12 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	9.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales. Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of that State and courts of appeal from them.
	 
	10.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.
	 
	11.	 	EXECUTION
	 
	11.1	 	One execution per party
	 
	 	 	Any party executing this deed executes it in all capacities in which that party is described
in this deed (including schedules 1, 2 and 4).
	 
	11.2	 	Order of execution of documents
	 
	 	 	The parties acknowledge that, in addition to this agreement, some of the parties will be
executing:






	 	(a)	 	a document described as the “Fourth Group Guarantee Accession Deed”; and





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6




	 	(b)	 	a document described as the “Seventh Amending Deed and Accession Deed (Negative
Pledge Agreement)”;






	 	 	at or around the same time as they execute this agreement. The parties agree that, despite
any actual order in which the documents are executed, the order in which the parties will
treat the documents as having been executed is:






	 	(i)	 	firstly, the Fourth Group Guarantee Accession Deed;
	 
	 	(ii)	 	secondly, the Seventh Amending Deed and Accession Deed (Negative Pledge
Agreement); and
	 
	 	(iii)	 	thirdly, this agreement.






	 	 	Each party covenants with each other party that it will not raise any argument that the
order of execution of documents is other than as set out in this clause.
	 
	12.	 	FORM OF AGREEMENT
	 
	 	 	The parties agree that, despite any differences between this agreement and the form of
Borrower Accession Agreement in Schedule 4 of the Facility Agreement, this agreement is to
be treated by the parties as satisfying the conditions in clause 17 (“Addition of New
Borrowers”) of the Facility Agreement, and each party covenants with each other party not to
impugn or seek to impugn this agreement on the grounds that it does not comply with clause
17 of the Facility Agreement or is not substantially in the form of Schedule 4 of the
Facility Agreement.





EXECUTED as an agreement.



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7



SCHEDULE 1 — BORROWERS




	 	 	 	 	 	 	 
	 	 	BUSINESS/	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Australia 

Holdings Limited

	 	ABN 37 008 634 526
	 	ACT	 	 
	 
	 	 	 	 	 	 
	Sims Group Limited

	 	ACN 114 838 630
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Holdings 

Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Sims Group USA Corporation

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Mirec BV

	 	company number 1707 3024
	 	Holland	 	 
	 
	 	 	 	 	 	 
	Sims Group Global Trade 

Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu Global

Trade Corporation
	 
	 	 	 	 	 	 
	North Carolina Resource 

Conservation, LLC

	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 
	Sims Group USA Holdings 

Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu Corporation
	 
	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	Delaware
	 	Sims Hugo Neu East LLC
	 
	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	Delaware
	 	Sims Hugo Neu West LLC
	 
	 	 	 	 	 	 
	Schiabo Larovo Corporation

	 	 	 	Delaware	 	 






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8




SCHEDULE 2 — MEMBERS




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Sims Group Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products
Holdings Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ACN 114 838 630
	 	NSW
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Corporation

	 	 	 	 	 	Delaware
	 	Simsmetal USA
Corporation
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	2904307	 	 	 	UK
	 	Simsmetal UK
Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Sims Aluminium Pty 

Limited

	 	ABN 93 004 370 905
	 	VIC	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	3242331	 	 	 	UK
	 	Simsmetal UK
(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number 1707
3024
	 	Holland	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina 

Resource Conservation, LLC

	 	 	 	 	 	North Carolina	 	 





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9


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Holdings 

Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation




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10


SCHEDULE 3 — RETIRING BORROWERS




	 	 	 	 	 	 	 
	North Carolina Recycling, LLC

	 	 
	 	 
	 	North Carolina
	 
	 	 	 	 	 	 
	Schiabo Larovo Company, LLC

	 	 	 	 	 	Delaware
	 
	 	 	 	 	 	 
	Sims Hugo Neu East

	 	 	 	 	 	New York
	 
	 	 	 	 	 	 
	Sims Hugo Neu West

	 	 	 	 	 	California
	 
	 	 	 	 	 	 
	Sims Hugo Neu Global Trade, LLC

	 	 	 	 	 	Delaware




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11




SCHEDULE 4 — GUARANTORS




	 	 	 	 	 	 	 	 	 
	 	 	BUSINESS/	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Simsmetal Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ACN 114 838 630
	 	NSW
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	2904307	 	 	 	UK
	 	Simsmetal UK
Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Corporation

	 	 	 	 	 	Delaware
	 	Simsmetal USA
Corporation
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products
Holdings Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Aluminium Pty 

Limited

	 	ABN 93 004 370 905
	 	VIC	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Tyrecycle Pty 

Limited

	 	ABN 84 085 545 053
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Tyrecycle 

Properties Pty 

Limited

	 	ABN 84 085 545 053
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	3242331	 	 	 	UK
	 	Simsmetal UK
(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number 1707
3024
	 	Holland	 	 





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12


	 	 	 	 	 	 	 	 	 
	 	 	BUSINESS/	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina 

Resource 

Conservation, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Holdings
Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	SHN Co., LLC

	 	 	 	 	 	Delaware
	 	Hugo Neu Co., LLC
	 
	 	 	 	 	 	 	 	 
	HNE Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNW Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	Sims Recycling
Solutions, Inc.

	 	 	 	 	 	Illinois	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group 

Recycling Solutions 

USA Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	United Refining and
Smelting Company

	 	 	 	 	 	Illinois	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal 

Industries Limited

	 	3597	 	 	 	New Zealand	 	 
	 
	 	 	 	 	 	 	 	 
	Sims M+R GmbH

	 	 	 	 	 	Germany	 	 




[*] Confidential Treatment Requested











 



13




SCHEDULE 5




(PART 1)




(Documents amending the original Facility Agreement of 29 October 1991)





	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims
Finance, Sims USA and the Bank;
	 
	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between
Sims Finance, Sims USA, Sims UK Holdings and the Bank;
	 
	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March
1996 between the Borrower, the companies named in schedule 1 to that agreement and the
Bank;
	 
	(e)	 	the agreement named “Fourth Amending Agreement” dated 21 September 1998 between
the Borrower, the companies named in schedule 1 to that agreement and the Bank;
	 
	(f)	 	the agreement named “Fifth Amending Agreement (Multi Option Facility
Agreement)” dated 22 September 1999 between the Borrower, the companies named in
schedule 1 to that agreement and the Bank;
	 
	(g)	 	the agreement named “Sixth Amending Agreement and Accession Agreement (Multi
Option Facility Agreement)” dated 3 November 2000 between the Borrower, the companies
named in schedule 1 to that agreement and the Bank;
	 
	(h)	 	the agreement named “Seventh Amending Agreement and Accession Agreement (Multi
Option Facility Agreement)” dated 24 March 2003 between the Borrower, the companies
named in schedule 1 to that agreement and the Bank;
	 
	(i)	 	letter dated 10 January 2005 from the Bank;
	 
	(j)	 	the agreement named “Eighth Amending Agreement and Accession Agreement (Multi
Option Facility Agreement)” dated 31 October 2005 between the Borrower, the companies
named in schedule 1 to that agreement, the companies named in schedule 2 to that
agreement and the Bank;
	 
	(k)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility
Agreement and Negative Pledge Agreement)” dated 7 December 2005 between the Borrower,
Simsmetal Finance Limited, the companies named in




[*] Confidential Treatment Requested










 



14


	 	 	schedule 1 to that agreement, the companies named in schedule 2 to that agreement
and the Bank; and
	 
	(l)	 	the agreement named “Ninth Amending Agreement (Multi Option Facility Agreement)
dated on or about the date of this Agreement (ie. this document).





(PART 2)




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February
and 10 June 1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the
Bank, Sims and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims
UK Holdings;
	 
	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between
Sims and the other companies named in the schedule to that deed as members, Sims
Aluminium Pty Limited as new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21
September 1998 between Sims and the other companies named in the schedule to that deed
as members and the Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999
between Sims and the other companies named in the schedule to that deed as members, and
the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge
Agreement)” dated 3rd November 2000 between Sims and the other companies
named in schedule 1 to that deed as members, the companies named in schedule 2 to that
deed as new members and the Bank;
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge
Agreement)” dated 31 October 2005 between Sims, Sims Co Limited and the other companies
named in schedule 1 to that deed as members and the Bank;
	 
	(i)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility
Agreement and Negative Pledge Agreement)” dated 7 December 2005 between the Borrower,
Simsmetal Finance Limited, the companies named in




[*] Confidential Treatment Requested










 



15


	 	 	schedule 1 to that agreement, the companies named in schedule 2 to that agreement
and the Bank; and
	 
	(j)	 	the deed named “Seventh Amending Deed (Negative Pledge Agreement)” dated on or
around the date of this Deed (this document).




[*] Confidential Treatment Requested










 



16







SCHEDULE 6 — AMENDMENTS TO THE FACILITY AGREEMENT




Accommodation limit





In schedule 1, part 1, Accommodation Limit, substitute “AUD300,000,000” with
“AUD400,000,000”.



Guarantors and Debtors





Substitute Schedule 2 with a new Schedule 2 headed “Guarantors and Debtors” but otherwise in
identical form to Schedule 2 of this Deed.



[*] Confidential Treatment Requested










 



17


SCHEDULE 7 — RETIRING GUARANTOR




	 	 	 	 	 	 	 	 	 
	 	 	BUSINESS/	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Finance Limited

	 	ABN 90 052 931 218
	 	ACT	 	 
	 
	 	 	 	 	 	 	 	 
	Universal

	 	ABN 97 000 554 656
	 	NSW	 	 
	Inspection and
Testing Company
Limited
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Southern) Limited

	 	1638948	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Midwest) Limited

	 	549109	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK 

Recycling Limited

	 	538792	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Northern) Limited

	 	199765	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	United Castings 

Limited

	 	2550422	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK (South 

East) Limited

	 	2734487	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Elliott) Limited

	 	1054186	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK (South 

West) Limited

	 	3242457	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Reclamation) 

Limited

	 	1304896	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK

(Wessex) Limited

	 	115049	 	 	 	UK	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal UK (Glos) 

Limited

	 	2119329	 	 	 	UK	 	 




[*] Confidential Treatment Requested










 



18


	 	 	 	 	 	 	 	 	 
	 	 	BUSINESS/	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	North Carolina 

Recycling, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Company, LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Hugo Neu East

	 	 	 	 	 	New York	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Hugo Neu West

	 	 	 	 	 	California	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Hugo Neu 

Global Trade LLC

	 	 	 	 	 	Delaware	 	 




[*] Confidential Treatment Requested










 



19


EXECUTION




AUSTRALIAN ENTITIES




	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 	 	 
	GROUP AUSTRALIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



20


EXECUTION




AUSTRALIAN ENTITIES




	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 	 	 
	GROUP AUSTRALIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



21


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



22


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS TYRECYCLE PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



23


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS TYRECYCLE PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



24


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS TYRECYCLE

	 	 	)	 	 	 	 	 
	PROPERTIES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	UK ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 	 	 
	GROUP UK LIMITED by authority of the

	 	 	)	 	 	 	 	 
	directors in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



25


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS TYRECYCLE

	 	 	)	 	 	 	 	 
	PROPERTIES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	UK ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 	 	 
	GROUP UK LIMITED by authority of the

	 	 	)	 	 	 	 	 
	directors in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of secretary (print)
	 	 




[*] Confidential Treatment Requested










 



26


	 	 	 	 	 	 	 	 	 
	US ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	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










 



27


	 	 	 	 	 	 	 	 	 
	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










 



28


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNW RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS, INC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



29


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNW RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS, INC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



30


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	USA CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	UNITED REFINING AND SMELTING

	 	 	)	 	 	 	 	 
	CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by
	 	 	 	 	 	 	 	 
	SIMSMETAL EAST LLC
	 	 	 	 	 	 	 	 
	by its members:
	 	 	 	 	 	 	 	 
	HNE RECYCLING LLC

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 






	 	 	 	 	 	 	 	 
	 	 

Signature of officer
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

Name of officer (please print)
	 	 
	 	 
	 	 




[*] Confidential Treatment Requested










 



31


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	USA CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	UNITED REFINING AND SMELTING

	 	 	)	 	 	 	 	 
	CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by
	 	 	 	 	 	 	 	 
	SIMSMETAL EAST LLC
	 	 	 	 	 	 	 	 
	by its members:
	 	 	 	 	 	 	 	 
	HNE RECYCLING LLC

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 






	 	 	 	 	 	 	 	 
	 	 

Signature of officer
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

Name of officer (please print)
	 	 
	 	 
	 	 





[*] Confidential Treatment Requested










 



32


	 	 	 	 	 	 	 	 	 	 	 
	 

	 	HNE RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Signature of officer
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name of officer (please print)
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	 	 	 	 	 	 
	SIMSMETAL WEST LLC	 	 	 	 	 	 	 	 
	by its members:	 	 	 	 	 	 	 	 
	 

	 	HNE RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Signature of officer
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name of officer (please print)
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	HNE RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Signature of officer
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name of officer (please print)
	 	 	 	 	 	 
	 	 





[*] Confidential Treatment Requested










 



33


NZ ENTITY




	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EUROPEAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS M+R GmbH

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 





[*] Confidential Treatment Requested










 



34


NZ ENTITY




	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EUROPEAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS M+R GmbH

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 





[*] Confidential Treatment Requested










 



35


NZ ENTITY




	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EUROPEAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS M+R GmbH

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 

Signature of officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 

Name of officer (please print)
	 	 





[*] Confidential Treatment Requested










 

 

36


BANK




	 	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 	 	 
	its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated

who declares that he is

	 	 	)

)	 	 	 

Attorney
	 	 
	of Common wealth Bank of Australia

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	 	 





[*] 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.




DATED 22 APRIL 2008




THE COMPANIES NAMED IN SCHEDULES 1, 2 & 3




AND




COMMONWEALTH BANK OF AUSTRALIA




TENTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)






J K O’SULLIVAN

General Counsel

Commonwealth Bank Group

Level 11

Bank House

309 George Street

Sydney NSW 1155




Tel. (02) 9378 4721

Fax. (02) 9378 211

DX 1440 Sydney

Ref: IRC3024771




[*] Confidential Treatment Requested











 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 
	 
	 	1.1 Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	 
	 	1.2 Interpretation	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	ACCESSION OF NEW BORROWER	 	 	2	 
	 
	 	 	 	 	 	 
	 
	 	2.1 Accession to Facility Agreement	 	 	2	 
	 
	 	 	 	 	 	 
	 
	 	2.2 Consent of existing parties	 	 	3	 
	 
	 	 	 	 	 	 
	3.
	 	AMENDMENT TO FACILITY AGREEMENT	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	RETIREMENT	 	 	3	 
	 
	 	 	 	 	 	 
	5.
	 	CONDITIONS PRECEDENT	 	 	4	 
	 
	 	 	 	 	 	 
	6.
	 	REPRESENTATIONS AND WARRANTIES	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	6.1 Representations and warranties	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	6.2 Reliance on representations and warranties	 	 	4	 
	 
	 	 	 	 	 	 
	7.
	 	CONSENT AND CONFIRMATION	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	7.1 Consent	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	7.2 Confirmation	 	 	5	 
	 
	 	 	 	 	 	 
	8.
	 	STAMP DUTY AND EXPENSES	 	 	5	 
	 
	 	 	 	 	 	 
	9.
	 	GOVERNING LAW	 	 	5	 
	 
	 	 	 	 	 	 
	10.
	 	COUNTERPARTS	 	 	5	 
	 
	 	 	 	 	 	 
	11.
	 	EXECUTION	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	11.1 One execution per party	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	11.2 Order of execution of documents	 	 	5	 
	 
	 	 	 	 	 	 
	12.
	 	FORM OF AGREEMENT	 	 	6	 
	 
	 	 	 	 	 	 
	SCHEDULE 1 - BORROWERS	 	 	1	 
	 
	 	 	 	 	 	 
	SCHEDULE 2 - MEMBERS	 	 	3	 
	 
	 	 	 	 	 	 
	SCHEDULE 3 – NEW BORROWERS	 	 	6	 
	 
	 	 	 	 	 	 
	SCHEDULE 4 - GUARANTORS	 	 	7	 
	 
	 	 	 	 	 	 
	SCHEDULE 5	 	 	11	 
	 
	 	 	 	 	 	 
	SCHEDULE 6 - AMENDMENTS TO THE FACILITY AGREEMENT	 	 	14	 
	 
	 	 	 	 	 	 
	SCHEDULE 7 - RETIRING BORROWER	 	 	15	 
	 
	 	 	 	 	 	 
	SCHEDULE 8 - RETIRING GUARANTOR	 	 	16	 




[*] Confidential Treatment Requested



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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	Page	 
	EXECUTION	 	 	17	 
	 
	 	 	 	 	 	 
	 
	 	AUSTRALIAN ENTITIES	 	 	17	 
	 
	 	 	 	 	 	 
	 
	 	UK ENTITIES	 	 	19	 
	 
	 	 	 	 	 	 
	 
	 	DUTCH ENTITY	 	 	21	 
	 
	 	 	 	 	 	 
	 
	 	SWEDISH ENTITY	 	 	21	 
	 
	 	 	 	 	 	 
	 
	 	NZ ENTITY	 	 	21	 
	 
	 	 	 	 	 	 
	 
	 	GERMAN ENTITIES	 	 	24	 
	 
	 	 	 	 	 	 
	 
	 	HONG KONG ENTITY	 	 	24	 
	 
	 	 	 	 	 	 
	 
	 	CANADIAN ENTITIES	 	 	26	 
	 
	 	 	 	 	 	 
	 
	 	US ENTITIES	 	 	26	 
	 
	 	 	 	 	 	 
	 
	 	BANK	 	 	41	 




[*] Confidential Treatment Requested


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TENTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 22 April 2008




	 	 	 
	PARTIES
	 	 
	 
	 	 
	 
	Borrower

	 	The companies named in schedule 1
	 
	 	 
	 
	Member

	 	The companies named in schedule 2
	 
	 	 
	 
	Guarantor

	 	The companies named in schedule 4
	 
	 	 
	 
	Bank

	 	Commonwealth Bank of Australia ABN 48 123 123 124
	 

	 	Level 15
	 

	 	52 Martin Place
	 

	 	Sydney NSW






RECITALS





	A.	 	The parties have agreed to amend the Facility Agreement (as defined below) as set out in this
agreement and for the New Borrower to accede to the Facility Agreement.
	 
	B.	 	The Borrowers, the Members and the Guarantors have each agreed to consent to the amendment of
the Facility Agreement in the manner set out in this agreement in part as acknowledgement of
their joint and several obligation to guarantee an increase in secured moneys.





AGREEMENTS





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Facility Agreement apply in this agreement, unless defined
below:





	 	 	 	 	 
	Effective Date

	 	-
	 	the date on which the Bank notifies Sims in
writing that all the conditions precedent set
out in clause 4 have been complied with to the
satisfaction of the Bank;
	 
	 	 	 	 
	Existing Borrower

	 	-
	 	the Borrower with the exception of the New
Borrower;




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 2 




	 	 	 	 	 
	Facility Agreement

	 	-
	 	the agreement named “Facility Agreement” dated
29 October 1991 between Sims Finance and Sims
USA as borrower and the Bank, as amended,
supplemented or varied by the documents listed
in part 1 of schedule 5 (with the exception of
this agreement);
	 
	 	 	 	 
	Group Guarantee

	 	-
	 	the deed of that name dated 21 March 1996
between the Guarantors and the Bank;
	 
	 	 	 	 
	Guarantors

	 	-
	 	the companies named in schedule 4;
	 
	 	 	 	 
	Members

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	Negative Pledge Agreement

	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by the documents
listed in part 2 of schedule 5;
	 
	 	 	 	 
	New Borrower

	 	-
	 	each of the companies named in schedule 3;
	 
	 	 	 	 
	Relevant Companies

	 	-
	 	the Borrower and the Members;
	 
	 	 	 	 
	Retiring Borrower

	 	-
	 	the company named in schedule 7;
	 
	 	 	 	 
	Retiring Guarantor

	 	-
	 	the company named in schedule 8;
	 
	 	 	 	 
	Sims

	 	-
	 	Sims Group Limited ABN 37 008 634 526;
	 
	 	 	 	 
	Sims UK Holdings

	 	-
	 	Sims Group UK Holdings Limited, a company
incorporated in the United Kingdom; and
	 
	 	 	 	 
	Sims USA

	 	-
	 	Sims Group USA Corporation, a company
incorporated in Delaware, United States of
America.







	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	2.	 	ACCESSION OF NEW BORROWER
	 
	2.1	 	Accession to Facility Agreement
	 
	 	 	Subject to clause 5, with effect on and from the Effective Date, the New Borrower.




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3








	 	(a)	 	will be taken to be a Borrower for the purposes of the Facility Agreement as if
named as a party to the Facility Agreement in the capacity of Borrower; and
	 
	 	(b)	 	agrees to comply with the Facility Agreement and all the terms and conditions
of the Facility Agreement will bind the New Borrower accordingly.






	2.2	 	Consent of existing parties
	 
	 	 	The Existing Borrower, the Member and the Guarantor consent to the accession of the New
Borrower to the Facility Agreement on the terms of this agreement.
	 
	3.	 	AMENDMENT TO FACILITY AGREEMENT
	 
	3.1	 	Amendments
	 
	 	 	Subject to clause 5, with effect on and from the Effective Date, the Facility Agreement is
amended as shown in schedule 6.
	 
	3.2	 	Preservation of Facility Agreement
	 
	 	 	Except to the extent amended by this agreement, the Facility Agreement continues in effect
and is confirmed.
	 
	3.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Facility Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	4.	 	RETIREMENT
	 
	4.1	 	Retirement from Facility Agreement
	 
	 	 	Subject to clause 5, with effect on and from the Effective Date:






	 	(a)	 	the Retiring Borrower shall cease to be a Borrower under, and a party to, the
Facility Agreement
	 
	 	(b)	 	the Bank releases the Retiring Borrower from any obligations which may arise on
or after the date of this agreement but without prejudice to any obligations which may
have accrued before then;
	 
	 	(c)	 	the Borrower, Member and Guarantor consent to the retirement of the Retiring
Borrower on the terms of this deed.






	4.2	 	Retirement from Group Guarantee
	 
	 	 	The parties acknowledge and agree that with effect from the Effective Date:




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4








	 	(a)	 	the Retiring Guarantor is no longer party to, or a Guarantor under, the Group
Guarantee;
	 
	 	(b)	 	the Bank releases the Retiring Guarantor from any obligations under the Group
Guarantee; and
	 
	 	(c)	 	the Guarantor consents to the retirement of the Retiring Guarantor on the terms
of this deed.






	5.	 	CONDITIONS PRECEDENT
	 
	 	 	The amendment to the Facility Agreement will not take effect until the Bank notifies Sims in
writing that it has received all of the following in form and substance satisfactory to it:






	 	(a)	 	this agreement;
	 
	 	(b)	 	a Certificate signed by two directors or officers of the New Borrower
confirming that upon execution of this agreement, the representations and warranties
referred to in clause 6.1 of this agreement are correct in relation to that New
Borrower;
	 
	 	(c)	 	a Verification Certificate substantially in the form of schedule 5 to the
Facility Agreement executed by two directors or officers of the New Borrower;
	 
	 	(d)	 	a legal opinion, in form and substance satisfactory to the Bank, confirming
that upon execution by the New Borrower of this agreement, it will create valid,
binding and enforceable obligations of that New Borrower;
	 
	 	(e)	 	the Fifth Group Guarantee Accession Deed;
	 
	 	(f)	 	the Eighth Amending Deed and Accession Deed (Negative Pledge Agreement); and
	 
	 	(g)	 	such other documents as the Bank may reasonably require.






	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the representations and warranties for the benefit of the Bank
that are set out in clause 5.1 of the Negative Pledge Agreement. They are made as at the
Effective Date.
	 
	6.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 6.




[*] Confidential Treatment Requested










 



5


	7.	 	CONSENT AND CONFIRMATION
	 
	7.1	 	Consent
	 
	 	 	Each Member and each Guarantor consents to the amendment to the Facility Agreement.
	 
	7.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.
	 
	8.	 	STAMP DUTY AND EXPENSES
	 
	 	 	Clause 12 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	9.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales. Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of that State and courts of appeal from them.
	 
	10.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.
	 
	11.	 	EXECUTION
	 
	11.1	 	One execution per party
	 
	 	 	Any party executing this deed executes it in all capacities in which that party is described
in this deed (including schedules 1, 2 and 4).
	 
	11.2	 	Order of execution of documents
	 
	 	 	The parties acknowledge that, in addition to this agreement, some of the parties will be
executing:






	 	(a)	 	a document described as the “Fifth Group Guarantee Accession Deed”; and
	 
	 	(b)	 	a document described as the “Eighth Amending Deed and Accession Deed (Negative
Pledge Agreement)”;






	 	 	at or around the same time as they execute this agreement. The parties agree that, despite
any actual order in which the documents are executed, the order in which the parties will
treat the documents as having been executed is:






	 	(i)	 	firstly, the Fifth Group Guarantee Accession Deed;




[*] Confidential Treatment Requested










 



6








	 	(ii)	 	secondly, the Eighth Amending Deed and Accession Deed (Negative Pledge
Agreement); and
	 
	 	(iii)	 	thirdly, this agreement.






	 	 	Each party covenants with each other party that it will not raise any argument that the
order of execution of documents is other than as set out in this clause.
	 
	12.	 	FORM OF AGREEMENT
	 
	 	 	The parties agree that, despite any differences between this agreement and the form of
Borrower Accession Agreement in Schedule 4 of the Facility Agreement, this agreement is to
be treated by the parties as satisfying the conditions in clause 17 (“Addition of New
Borrowers”) of the Facility Agreement, and each party covenants with each other party not to
impugn or seek to impugn this agreement on the grounds that it does not comply with clause
17 of the Facility Agreement or is not substantially in the form of Schedule 4 of the
Facility Agreement.





EXECUTED as an agreement.


[*] Confidential Treatment Requested











 








SCHEDULE 1 — BORROWERS




	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT	 	 
	 
	 	 	 	 	 	 
	Sims Group Limited

	 	ABN 114 383 630
	 	VIC	 	 
	 
	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Mirec BV

	 	Company Number

1707 3024
	 	Holland	 	 
	 
	 	 	 	 	 	 
	Sims Group USA 

Corporation

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Sims Group Global 

Trade Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 
	North Carolina
Resource
Conservation, LLC

	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 
	Sims Group USA
Holdings
Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation
	 
	 	 	 	 	 	 
	Schiabo Larovo
Corporation

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 
	Metal Management,
Inc.

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Metal Management
Alabama, Inc.

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Metal Management
Arizona, L.L.C.

	 	 	 	Arizona	 	 
	 
	 	 	 	 	 	 
	Metal Management
Connecticut, Inc.

	 	 	 	Delaware	 	 




[*] Confidential Treatment Requested










 



 


 2 




	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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	 	 




[*] Confidential Treatment Requested










 



3


SCHEDULE 2 — MEMBERS




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Sims Group Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ACN 114 838 630
	 	VIC
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty

Limited
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products

Holdings Pty

Limited
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	 	3242331	 	 	UK
	 	Simsmetal UK

(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	 	2904307	 	 	UK
	 	Simsmetal UK

Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number 1707
3024
	 	Holland	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Recycling 

Solutions AB

	 	 	 	 	 	Sweden	 	 
	 
	 	 	 	 	 	 	 	 
	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
	 	Simsmetal USA

Corporation




[*] Confidential Treatment Requested










 



4


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina 

Resource 

Conservation, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Holdings 

Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation
	 
	 	 	 	 	 	 	 	 
	SHN Co., LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNE Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNW Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 
	Metal Management
Midwest, Inc.

	 	 	 	 	 	Illinois	 	 




[*] Confidential Treatment Requested










 



5


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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










 



6


SCHEDULE 3 – NEW BORROWERS




	 	 	 	 	 	 	 
	COMPANY NAME	 	COMPANY NUMBER	 	PLACE OF INCORPORATION	 	 
	Metal Management, Inc.

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	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	 	 




[*] Confidential Treatment Requested










 



7


SCHEDULE 4 — GUARANTORS




	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Simsmetal Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ACN 114 838 630
	 	VIC
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty

Limited
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products
Holdings Pty

Limited
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	 	3242331	 	 	UK
	 	Simsmetal UK

(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	 	2904307	 	 	UK
	 	Simsmetal UK

Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number
1707 3024
	 	Holland	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Recycling 

Solutions AB

	 	 	 	 	 	Sweden	 	 
	 
	 	 	 	 	 	 	 	 
	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	 	 




[*] Confidential Treatment Requested










 



8


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group USA
Corporation

	 	 	 	 	 	Delaware
	 	Simsmetal USA

Corporation
	 
	 	 	 	 	 	 	 	 
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina 

Resource 

Conservation, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group USA 

Holdings 

Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu

Corporation
	 
	 	 	 	 	 	 	 	 
	SHN Co., LLC

	 	 	 	 	 	Delaware
	 	Hugo Neu Co., LLC
	 
	 	 	 	 	 	 	 	 
	HNE Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNW Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	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	 	 




[*] Confidential Treatment Requested










 



9


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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	 	 




[*] Confidential Treatment Requested










 



10


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Metal Dynamics 

Indianapolis LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Municipal
Recycling of New
York LLC
	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested










 



11


SCHEDULE 5




(PART 1)




(Documents amending the original Facility Agreement of 29 October 1991)





	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;
	 
	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims Finance, Sims USA
and the Bank;
	 
	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between Sims Finance,
Sims USA, Sims UK Holdings and the Bank;
	 
	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March 1996 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;
	 
	(e)	 	the agreement named “Fourth Amending Agreement” dated 21 September 1998 between the Borrower,
the companies named in schedule 1 to that agreement and the Bank;
	 
	(f)	 	the agreement named “Fifth Amending Agreement (Multi Option Facility Agreement)” dated 22
September 1999 between the Borrower, the companies named in schedule 1 to that agreement and
the Bank;
	 
	(g)	 	the agreement named “Sixth Amending Agreement and Accession Agreement (Multi Option Facility
Agreement)” dated 3 November 2000 between the Borrower, the companies named in schedule 1 to
that agreement and the Bank;
	 
	(h)	 	the agreement named “Seventh Amending Agreement and Accession Agreement (Multi Option
Facility Agreement)” dated 24 March 2003 between the Borrower, the companies named in schedule
1 to that agreement and the Bank;
	 
	(i)	 	letter dated 10 January 2005 from the Bank;
	 
	(j)	 	the agreement named “Eighth Amending Agreement and Accession Agreement (Multi Option Facility
Agreement)” dated 31 October 2005 between the Borrower, the companies named in schedule 1 to
that agreement, the companies named in schedule 2 to that agreement and the Bank;
	 
	(k)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank;
	 
	(l)	 	the agreement named “Ninth Amending Agreement (Multi Option Facility Agreement)” dated 5
March 2008 between the companies named in schedule 1 to that agreement, the




[*] Confidential Treatment Requested










 



12


	 	 	companies named in schedule 2 to that agreement, the companies named in schedule 3 to that
agreement and the Bank;
	 
	(m)	 	the agreement named “Tenth Amending Agreement (Multi Option Facility Agreement) dated on or
about the date of this Agreement (ie. this document).





(PART 2)




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;
	 
	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated 31
October 2005 between Sims, Sims Co Limited and the other companies named in schedule 1 to that
deed as members and the Bank;
	 
	(i)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank;
	 
	(j)	 	the deed named “Seventh Amending Deed (Negative Pledge Agreement)” dated 5 March 2008 between
the companies named in schedule 1 to that agreement, the companies named in schedule 2 to that
agreement and the Bank; and




[*] Confidential Treatment Requested










 



13


	(k)	 	the deed named “Eighth Amending Deed (Negative Pledge Agreement)” dated on or around the date
of this Deed.




[*] Confidential Treatment Requested










 



14







SCHEDULE 6 — AMENDMENTS TO THE FACILITY AGREEMENT




Guarantors and Debtors





Substitute Schedule 2 with a new Schedule 2 headed “Guarantors and Debtors” but otherwise in
identical form to Schedule 4 of this Deed.


[*] Confidential Treatment Requested










 



15


SCHEDULE 7 — RETIRING BORROWER




	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905
	 	NSW




[*] Confidential Treatment Requested









 



16


SCHEDULE 8 — RETIRING GUARANTOR




	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905
	 	NSW
	 
	 	 	 	 
	Sims Tyrecycle Pty Limited

	 	 	 	VIC
	 
	 	 	 	 
	Sims Tyrecycle Properties Pty Limited

	 	 	 	VIC
	
	 	 	 	 




[*] Confidential Treatment Requested










 





 17 




EXECUTION




	 	 	 	 	 	 	 	 	 
	AUSTRALIAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of SIMS

	 	 	)	 	 	 	 	 
	GROUP AUSTRALIA 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP 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
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY 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)
	 	 




[*] Confidential Treatment Requested









 



18


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY 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)
	 	 




[*] Confidential Treatment Requested










 



19


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY 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)
	 	 
	 
	 	 	 	 	 	 	 	 
	UK ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP 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)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director/secretary (print)
	 	 




[*] Confidential Treatment Requested










 



20


	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY 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)
	 	 






	 	 	 	 	 	 	 	 	 
	UK ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP 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)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by SIMS GROUP

	 	 	)	 	 	 	 	 
	UK HOLDINGS LIMITED acting by:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director/secretary (print)
	 	 




[*] Confidential Treatment Requested










 



21


	 	 	 	 	 	 	 	 	 
	DUTCH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	SWEDISH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS AB

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	NZ ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested










 



22


	 	 	 	 	 	 	 	 	 
	DUTCH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	SWEDISH ENTITY
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS AB

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	NZ ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 




[*] Confidential Treatment Requested










 



23


	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	DUTCH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	SWEDISH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS AB

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	NZ ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 




[*] Confidential Treatment Requested










 



24


	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	GERMAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS M+R GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP GERMAN HOLDINGS GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	HONG KONG ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ASIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



25


	 	 	 	 	 	 	 	 	 
	GERMAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS M+R GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP GERMAN HOLDINGS GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	HONG KONG ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ASIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



26


	 	 	 	 	 	 	 	 	 
	CANADIAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	CANADA LTD

	 	 	)	 	 	 	 	 
	by its officer:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP CANADA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	US ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP USA CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



27


	 	 	 	 	 	 	 	 	 
	CANADIAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	CANADA LTD

	 	 	)	 	 	 	 	 
	by its officer:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP CANADA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	US ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP USA CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



28


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP USA HOLDINGS 
CORPORATION

	 	 	)
)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



29


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNW RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



30


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL EAST LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL WEST LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



31


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS, INC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



32


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT, INC.

	 	 	)	 	 	 	 	 
	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










 



33


	 	 	 	 	 	 	 	 	 
	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










 



34


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT INDIANA, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MEMPHIS, INC.

	 	 	)	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



35


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MISSISSIPPI, 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 NORTHEAST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




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36


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT OHIO, 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)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT PROLER

	 	 	)	 	 	 	 	 
	SOUTHWEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




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37


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT WEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




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38


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 
	 	 




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39


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST GP, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST LP

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	RESERVE IRON & METAL LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




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40


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL DYNAMICS LLC

	 	 	)	 	 	 	 	 
	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

	 	 	)	 	 	 	 	 
	METAL DYNAMICS INDIANAPOLIS LLC

	 	 	)	 	 	 	 	 
	by its member: METAL DYNAMICS LLC

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 




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41


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS MUNICIPAL RECYCLING OF NEW

	 	 	)	 	 	 	 	 
	YORK LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	BANK
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	)	 	 	 	 	 
	by      its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated       who

	 	 	)	 	 	 	 	 
	declares that he is     of

	 	 	)	 	 	 	 	 
	Commonwealth Bank of Australia

the presence of:

	 	 	)

)	 	 	 

Attorney
	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	 	 




[*] Confidential Treatment Requested










 



42


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS MUNICIPAL RECYCLING OF NEW

	 	 	)	 	 	 	 	 
	YORK LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	BANK
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	)	 	 	 	 	 
	by      its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated      who

	 	 	)	 	 	 	 	 
	declares that he is      of

	 	 	)	 	 	 	 	 
	Commonwealth Bank of Australia 

the presence of:

	 	 	)

)
)	 	 	 

Attorney
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	 	 





[*] 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.




DATED 1ST SEPTEMBER 2008




THE COMPANIES NAMED IN SCHEDULES 1, 2 & 3




AND




COMMONWEALTH BANK OF AUSTRALIA






ELEVENTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)






DAVID COHEN

Group General Counsel

Commonwealth Bank Group

Level 9

Bank House

309 George Street

SYDNEY NSW 1155




Tel. (02) 9378 2263

Fax. (02) 9378 2211

DX 1440 SYDNEY

Ref: CAT 3024771




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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	1.2 Interpretation
	 	 	3	 
	 
	 	 	 	 	 	 
	2.

	 	AMENDMENT TO FACILITY AGREEMENT
	 	 	3	 
	 
	 	 	 	 	 	 
	 

	 	2.1 Amendments
	 	 	3	 
	 
	 	 	 	 	 	 
	 

	 	2.2 Preservation of Facility Agreement
	 	 	3	 
	 
	 	 	 	 	 	 
	 

	 	2.3 Preservation of rights and liabilities
	 	 	3	 
	 
	 	 	 	 	 	 
	 

	 	2.4 New Money Separation Period
	 	 	3	 
	 
	 	 	 	 	 	 
	3.

	 	CONDITIONS PRECEDENT
	 	 	4	 
	 
	 	 	 	 	 	 
	4.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	4.1 Representations and warranties
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	4.2 Reliance on representations and warranties
	 	 	4	 
	 
	 	 	 	 	 	 
	5.

	 	CONSENT AND CONFIRMATION
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	5.1 Consent
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	5.2 Confirmation
	 	 	4	 
	 
	 	 	 	 	 	 
	6.

	 	STAMP DUTY AND EXPENSES
	 	 	5	 
	 
	 	 	 	 	 	 
	7.

	 	GOVERNING LAW
	 	 	5	 
	 
	 	 	 	 	 	 
	8.

	 	COUNTERPARTS
	 	 	5	 
	 
	 	 	 	 	 	 
	9.

	 	EXECUTION
	 	 	5	 
	 
	 	 	 	 	 	 
	SCHEDULE 1 - BORROWERS	 	 	7	 
	 
	 	 	 	 	 	 
	SCHEDULE 2 - MEMBERS	 	 	9	 
	 
	 	 	 	 	 	 
	SCHEDULE 3 - GUARANTORS	 	 	12	 
	 
	 	 	 	 	 	 
	SCHEDULE 4	 	 	16	 
	 
	 	 	 	 	 	 
	SCHEDULE 5 - AMENDMENTS TO THE FACILITY AGREEMENT	 	 	19	 
	 
	 	 	 	 	 	 
	EXECUTION	 	 	20	 
	 
	 	 	 	 	 	 
	 

	 	AUSTRALIAN ENTITIES
	 	 	20	 
	 
	 	 	 	 	 	 
	 

	 	UK ENTITIES
	 	 	22	 
	 
	 	 	 	 	 	 
	 

	 	DUTCH ENTITY
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	SWEDISH ENTITY
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	NZ ENTITY
	 	 	23	 





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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	GERMAN ENTITIES
	 	 	24	 
	 
	 	 	 	 
	HONG KONG ENTITY
	 	 	24	 
	 
	 	 	 	 
	CANADIAN ENTITIES
	 	 	25	 
	 
	 	 	 	 
	US ENTITIES
	 	 	25	 
	 
	 	 	 	 
	BANK
	 	 	39	 





[*] Confidential Treatment Requested






-ii-







 






ELEVENTH AMENDING AGREEMENT

(MULTI OPTION FACILITY AGREEMENT)




THIS AGREEMENT is made on 1st September 2008




	 	 	 
	PARTIES
	 	 
	 
	 	 
	 
	Borrower

	 	The companies named in schedule 1
	 
	 	 
	 
	Member

	 	The companies named in schedule 2
	 
	 	 
	 
	Guarantor

	 	The companies named in schedule 3
	 
	 	 
	 
	Bank

	 	Commonwealth Bank of Australia ABN 48 123 123 124
	 

	 	Level 15
	 

	 	52 Martin Place
	 

	 	Sydney NSW






RECITALS





	A.	 	The parties have agreed to amend the Facility Agreement (as defined below) as set out in this
agreement and for the New Borrower to accede to the Facility Agreement.






	B.	 	The Borrowers, the Members and the Guarantors have each agreed to consent to the amendment of
the Facility Agreement in the manner set out in this agreement in part as acknowledgement of
their joint and several obligation to guarantee an increase in secured moneys.





AGREEMENTS





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Facility Agreement apply in this agreement, unless defined
below:





	 	 	 	 	 
	Effective Date

	 	-
	 	the date on which the Bank notifies Sims
in writing that all the conditions precedent
set out in clause 4 have been complied with
to the satisfaction of the Bank;
	 
	 	 	 	 
	Existing Accommodation

	 	-
	 	All Accommodation provided or available to
the Borrower from the Bank under the
Facility Agreement prior to this agreement;





[*] Confidential Treatment Requested











 




 


 2 




	 	 	 	 	 
	Facility Agreement

	 	-
	 	the agreement named “Facility Agreement”
dated 29 October 1991 between Sims Finance
and Sims USA as borrower and the Bank, as
amended, supplemented or varied by the
documents listed in part 1 of schedule 4
(with the exception of this agreement);
	 
	 	 	 	 
	Group Guarantee

	 	-
	 	the deed of that name dated 21 March 1996
between the Guarantors and the Bank;
	 
	 	 	 	 
	Guarantors

	 	-
	 	the companies named in schedule 3;
	 
	 	 	 	 
	Members

	 	-
	 	the companies named in schedule 2;
	 
	 	 	 	 
	Negative Pledge Agreement

	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed,
as amended, supplemented or varied by the
documents listed in part 2 of schedule 4;
	 
	 	 	 	 
	New Money

	 	-
	 	the additional Accommodation of
AUD50,000,000 made available to the Borrower
pursuant to this Agreement;
	 
	 	 	 	 
	New Money Separation Period

	 	-
	 	the period from the Effective Date until:







	 	 (a)	 	if, following the first Annual Review of
the Facility Agreement following the
Effective Date, the Bank elects to extend
the Availability Period pursuant to the
Facility Agreement, the date on which the
Bank gives notice to the Borrower that the
Availability Period has been extended; or
	 
	 	 (b)	 	if, following the first Annual Review of
the Facility Agreement following the
Effective Date, the Bank elects not to
extend the Availability Period pursuant to
the Facility Agreement, the end of the
Availability Period;





	 	 	 	 	 
	Relevant Companies

	 	-
	 	the Borrower and the Members;
	 
	 	 	 	 
	Sims

	 	-
	 	Sims Group Limited ABN 69 114 838 630;
of Sir Joseph Banks Corporate Park, Suite 3,
Level 2, 32-34 Lord Street, Botany NSW 2019




[*] Confidential Treatment Requested











 




3


	 	 	 	 	 
	Sims Finance

	 	-
	 	Simsmetal Finance Limited ABN 90 052 931 218;
	 
	 	 	 	 
	Sims UK Holdings

	 	-
	 	Sims Group UK Holdings Limited, a company
incorporated in the United Kingdom; and
	 
	 	 	 	 
	Sims USA

	 	-
	 	Sims Group USA Corporation, a company
incorporated in Delaware, United States of
America.







	1.2	 	Interpretation
	 
	 	 	Clause 1.2 (Interpretation) of the Facility Agreement applies to this agreement as if it
were set out in full here.
	 
	2.	 	AMENDMENT TO FACILITY AGREEMENT
	 
	2.1	 	Amendments
	 
	 	 	Subject to clause 3, with effect on and from the Effective Date, the Facility Agreement is
amended as shown in schedule 5.
	 
	2.2	 	Preservation of Facility Agreement
	 
	 	 	Except to the extent amended by this agreement, the Facility Agreement continues in effect
and is confirmed.
	 
	2.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Facility Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	2.4	 	New Money Separation Period






	 	(a)	 	The parties agree that, despite any term to the contrary in the Facility
Agreement, for the New Money Separation Period, the Borrower will be liable to pay the
Bank the following fees and/or interest in relation to the New Money:






	 	(i)	 	a [*] per annum in relation to any Accommodation provided from
the New Money; and
	 
	 	(ii)	 	a Commitment Fee of [*] per annum (being [*] of the Margin)
calculated on the amount of the New Money, payable quarterly in arrears and at
the end of the New Money Separation Period (subject to (b) below).






[*] Confidential Treatment Requested









 



4








	  	(b)	 	This clause (b) is designed to operationally streamline payments in relation to
the New Money, bearing in mind that the Margin and fees in relation to the New Money
are higher than those charged on the Existing Accommodation.
	 
	   	 	 	The parties agree that, on and from the Effective Date, the Borrower will pay fees
and Margin in relation to the New Money to the Bank as if the New Money were subject
to the same fees and Margin as the Existing Accommodation. At the end of the New
Money Separation Period, the Bank will invoice the Borrower for the difference
between the fees and Margin already paid by the Borrower in relation to the New
Money and the amount the Borrower is liable to pay in relation to the New Money
pursuant to clause 2.4(a) above. The Borrower must immediately pay the invoiced
amount to the Bank and the parties agree that such amount will be an amount due and
payable by the Borrower to the Bank under the Facility Agreement.






	3.  	 	CONDITIONS PRECEDENT
	 
	  	 	The amendment to the Facility Agreement will not take effect until the Bank notifies Sims in
writing that it has received all of the following in form and substance satisfactory to it:






	        	(a)	 	this agreement; and
	 
	        	(b)	 	such other documents as the Bank may reasonably require.






	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and warranties
	 
	 	 	Each Relevant Company makes the representations and warranties for the benefit of the Bank
that are set out in clause 5.1 of the Negative Pledge Agreement. They are made as at the
Effective Date.






	4.2	 	Reliance on representations and warranties
	 
	 	 	Each Relevant Company acknowledges that the Bank has entered into this agreement in reliance
on the representations and warranties in this clause 4.






	5.	 	CONSENT AND CONFIRMATION
	 
	5.1	 	Consent
	 
	 	 	Each Member and each Guarantor consents to the amendment to the Facility Agreement.
	 
	5.2	 	Confirmation
	 
	 	 	Each Relevant Company confirms and ratifies its continuing liability to the Bank upon the
terms of and pursuant to the Group Guarantee and the Negative Pledge Agreement.





[*] Confidential Treatment Requested









 



5








	6.	 	STAMP DUTY AND EXPENSES
	 
	 	 	Clause 12 of the Facility Agreement applies to this agreement as if it were set out in full
here.
	 
	7.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with the laws of the State of New
South Wales. Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of that State and courts of appeal from them.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This agreement may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.
	 
	9.	 	EXECUTION
	 
	 	 	Any party executing this deed executes it in all capacities in which that party is described
in this deed (including schedules 1, 2 and 3).
	 
	10.	 	NOMINATION OF SIMS TO RECEIVE PROCESS AND NOTICES UNDER FACILITY AGREEMENT, NEGATIVE PLEDGE
AND GROUP GUARANTEE






	 	(a)	 	The parties record that, due to the companies with Australian Business Numbers
69 114 838 630 and 37 008 634 526 each being named “Sims Group Limited” at various
times, past amendments to the Facility Agreement, Negative Pledge Agreement and Group
Guarantee have in the past appointed either the company with Sims Group Limited ABN 69
114 838 630 or Sims Group Australia Holdings Limited ABN 37 008 634 526 as the agent of
Borrowers, Members or Guarantors to be served with notices or process.
	 
	 	(b)	 	The parties acknowledge and agree that this clause 10 prevails over any
inconsistent provision in the Facility Agreement, Negative Pledge Agreement or Group
Guarantee. Where any inconsistent provision concerning nomination of an address for
the service of process is expressed as being “irrevocable”, the Bank consents to the
revocation of such nomination for the purposes of this clause 10.
	 
	 	(c)	 	On and from the Effective Date, for the purposes of the Facility Agreement, the
Negative Pledge Agreement and the Group Guarantee, each Borrower, Member and Guarantor
appoints Sims to receive notices on its behalf at the address referred to in clause
1.1.
	 
	 	(d)	 	On and from the Effective Date, for the purposes of the Facility Agreement, the
Negative Pledge Agreement and the Group Guarantee, each Borrower, Member and Guarantor
which is not incorporated in Australia (or, where it is a partnership, is not a general
partnership constituted under the laws of Australia) irrevocably nominates Sims at its
last known principal place of business in New South Wales,






[*] Confidential Treatment Requested









 



6








Australia as its agent to receive service of process in legal action or proceedings
arising in the courts of New South Wales. If Sims ceases to have an office in New
South Wales, each Borrower, Member or Guarantor must ensure that there will at all
times be another person in New South Wales acceptable to the Bank to receive process
on the Borrower’s, Member’s or Guarantor’s behalf.



EXECUTED as an agreement.


[*] Confidential Treatment Requested











 



7




SCHEDULE 1 — BORROWERS




	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526
	 	ACT	 	 
	 
	 	 	 	 	 	 
	Sims Group Limited

	 	ABN 69 114 838 630
	 	VIC	 	 
	 
	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	 	 	UK	 	 
	 
	 	 	 	 	 	 
	Mirec BV

	 	Company Number

1707 3024
	 	Holland	 	 
	 
	 	 	 	 	 	 
	Sims Group USA 

Corporation

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Sims Group Global 

Trade Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu

Global Trade

Corporation
	 
	 	 	 	 	 	 
	North Carolina 

Resource 

Conservation, LLC

	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 
	Sims Group USA 

Holdings 

Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu

Corporation
	 
	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 
	Metal Management,
Inc.

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Metal Management
Alabama, Inc.

	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 
	Metal Management
Arizona, L.L.C.

	 	 	 	Arizona	 	 
	 
	 	 	 	 	 	 
	Metal Management
Connecticut, Inc.

	 	 	 	Delaware	 	 




[*] Confidential Treatment Requested











 



8


	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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	 	 




[*] Confidential Treatment Requested











 



9


SCHEDULE 2 — MEMBERS




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526 
	 	ACT
	 	Sims Group Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ABN 69 114 838 630
	 	VIC
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products

Holdings Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	3242331	 	 	 	UK
	 	Simsmetal UK

(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	2904307 	 	 	 	UK
	 	Simsmetal UK

Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number 1707
3024
	 	Holland	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Recycling 

Solutions AB

	 	 	 	 	 	Sweden	 	 
	 
	 	 	 	 	 	 	 	 
	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
	 	Simsmetal USA

Corporation




[*] Confidential Treatment Requested











 



10


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu

Global Trade

Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina 

Resource 

Conservation, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	Sims Group USA 

Holdings
Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation
	 
	 	 	 	 	 	 	 	 
	SHN Co., LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNE Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNW Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 	 	 
	Metal Management
Midwest, Inc.

	 	 	 	 	 	Illinois	 	 




[*] Confidential Treatment Requested











 



11


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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











 



12


SCHEDULE 3 — GUARANTORS




	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group 

Australia Holdings 

Limited

	 	ABN 37 008 634 526 
	 	ACT
	 	Simsmetal Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group Limited

	 	ABN 69 114 838 630
	 	VIC
	 	Sims Co Limited
	 
	 	 	 	 	 	 	 	 
	Simsmetal Holdings 

Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal Services 

Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Manufacturing 

Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Industrial Pty 

Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products
Holdings Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Energy Pty 

Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Limited

	 	3242331		 	 	UK
	 	Simsmetal UK

(Services) Limited
	 
	 	 	 	 	 	 	 	 
	Sims Group UK 

Holdings Limited

	 	2904307		 	 	UK
	 	Simsmetal UK

Holdings Limited
	 
	 	 	 	 	 	 	 	 
	Mirec BV

	 	company number
1707 3024
	 	Holland	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Recycling 

Solutions AB

	 	 	 	 	 	Sweden	 	 
	 
	 	 	 	 	 	 	 	 
	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	 	 




[*] Confidential Treatment Requested











 



13


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group USA 

Corporation

	 	 	 	 	 	Delaware
	 	Simsmetal USA
Corporation
	 
	 	 	 	 	 	 	 	 
	Sims Group Global 

Trade Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Global Trade
Corporation
	 
	 	 	 	 	 	 	 	 
	North Carolina
Resource 

Conservation, LLC

	 	 	 	 	 	North Carolina	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Group USA
Holdings 

Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation
	 
	 	 	 	 	 	 	 	 
	SHN Co., LLC

	 	 	 	 	 	Delaware
	 	Hugo Neu Co., LLC
	 
	 	 	 	 	 	 	 	 
	HNE Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	HNW Recycling LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Schiabo Larovo 

Corporation

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Simsmetal East LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	 
	 	 	 	 	 	 	 	 
	Simsmetal West LLC

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	 
	 	 	 	 	 	 	 	 
	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	 	 




[*] Confidential Treatment Requested











 



14


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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	 	 




[*] Confidential Treatment Requested











 



15


	 	 	 	 	 	 	 	 	 
	COMPANY	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Metal Dynamics 

Detroit LLC

	 	 	 	 	 	Delaware	 	 
	 
	Metal Dynamics 

Indianapolis LLC

	 	 	 	 	 	Delaware	 	 
	 
	 	 	 	 	 	 	 	 
	Sims Municipal
Recycling of New
York LLC
	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



16


SCHEDULE 4




(PART 1)




(Documents amending the original Facility Agreement of 29 October 1991)





	(a)	 	letters dated 4 February, 10 June and 29 July 1993 from the Bank;






	(b)	 	the agreement named “Amending Agreement” dated 14 March 1994 between Sims Finance, Sims USA
and the Bank;






	(c)	 	the agreement named “Second Amending Agreement” dated 29 April 1994 between Sims Finance,
Sims USA, Sims UK Holdings and the Bank;






	(d)	 	the agreement named “Third Amending and Accession Agreement” dated 21 March 1996 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;






	(e)	 	the agreement named “Fourth Amending Agreement” dated 21 September 1998 between the Borrower,
the companies named in schedule 1 to that agreement and the Bank;






	(f)	 	the agreement named “Fifth Amending Agreement (Multi Option Facility Agreement)” dated 22
September 1999 between the Borrower, the companies named in schedule 1 to that agreement and
the Bank;






	(g)	 	the agreement named “Sixth Amending Agreement and Accession Agreement (Multi Option Facility
Agreement)” dated 3 November 2000 between the Borrower, the companies named in schedule 1 to
that agreement and the Bank;






	(h)	 	the agreement named “Seventh Amending Agreement and Accession Agreement (Multi Option
Facility Agreement)” dated 24 March 2003 between the Borrower, the companies named in schedule
1 to that agreement and the Bank;






	(i)	 	letter dated 10 January 2005 from the Bank;






	(j)	 	the agreement named “Eighth Amending Agreement and Accession Agreement (Multi Option Facility
Agreement)” dated 31 October 2005 between the Borrower, the companies named in schedule 1 to
that agreement, the companies named in schedule 2 to that agreement and the Bank;






	(k)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank;






	(l)	 	the agreement named “Ninth Amending Agreement (Multi Option Facility Agreement)” dated 5
March 2008 between the companies named in schedule 1 to that agreement, the






[*] Confidential Treatment Requested









 



17


	 	 	companies named in schedule 2 to that agreement, the companies named in schedule 3 to that
agreement and the Bank;
	 
	(m)	 	the agreement named “Tenth Amending Agreement (Multi Option Facility Agreement)” dated 22
April 2008; and
	 
	(n)	 	the agreement named “Eleventh Amending Agreement (Multi Option Facility Agreement)” dated on
or about the date of this Agreement (ie. this document)





[*] Confidential Treatment Requested









 



18







(PART 2)




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;






	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;






	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;






	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;






	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;






	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;






	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated 31
October 2005 between Sims, Sims Co Limited and the other companies named in schedule 1 to that
deed as members and the Bank;






	(i)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank;






	(j)	 	the deed named “Seventh Amending Deed (Negative Pledge Agreement)” dated 5 March 2008 between
the companies named in schedule 1 to that agreement, the companies named in schedule 2 to that
agreement and the Bank; and






	(k)	 	the deed named “Eighth Amending Deed (Negative Pledge Agreement)” dated 22 April 2008.





[*] Confidential Treatment Requested









 



19







SCHEDULE 5 — AMENDMENTS TO THE FACILITY AGREEMENT




Accommodation limit





In schedule 1, part 1, Accommodation Limit, substitute “AUD400,000,000” with
“AUD450,000,000”.


[*] Confidential Treatment Requested











 



20


EXECUTION




AUSTRALIAN ENTITIES




	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP AUSTRALIA 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP 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	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY 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)	 	 




[*] Confidential Treatment Requested











 



21


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY 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 for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY 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)	 	 




[*] Confidential Treatment Requested











 



22


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY 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)	 	 
	 
	 	 	 	 	 	 	 	 
	UK ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP 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)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK

	 	 	)	 	 	 	 	 
	HOLDINGS LIMITED acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 




[*] Confidential Treatment Requested











 



23


	 	 	 	 	 	 	 	 	 
	DUTCH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SWEDISH ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS AB

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NZ ENTITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested











 



24


	 	 	 	 	 	 	 	 	 
	GERMAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS M+R GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP GERMAN HOLDINGS GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HONG KONG ENTITY
	 	 	 	 	 	 	 	 
	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ASIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



25


	 	 	 	 	 	 	 	 	 
	CANADIAN ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	CANADA LTD by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP CANADA HOLDINGS

	 	 	)	 	 	 	 	 
	LIMITED by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	US ENTITIES
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP USA CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



26


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP USA HOLDINGS

	 	 	)	 	 	 	 	 
	CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



27


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNW RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



28


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL EAST LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMSMETAL WEST LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



29


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS, INC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



30


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT, INC.

	 	 	)	 	 	 	 	 
	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











 



31


	 	 	 	 	 	 	 	 	 
	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











 



32


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT INDIANA, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



33


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MISSISSIPPI,

	 	 	)	 	 	 	 	 
	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 NORTHEAST,

	 	 	)	 	 	 	 	 
	INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



34


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT OHIO, 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)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT PROLER

	 	 	)	 	 	 	 	 
	SOUTHWEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



35


	 	 	 	 	 	 	 	 	 
	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)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT WEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



36


	 	 	 	 	 	 	 	 	 
	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











 



37


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST GP, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST LP

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	RESERVE IRON & METAL LIMITED

	 	 	)	 	 	 	 	 
	PARTNERSHIP

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



38


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL DYNAMICS LLC

	 	 	)	 	 	 	 	 
	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

	 	 	)	 	 	 	 	 
	METAL DYNAMICS INDIANAPOLIS LLC

	 	 	)	 	 	 	 	 
	by its member: METAL DYNAMICS LLC

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested











 



39


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS MUNICIPAL RECYCLING OF NEW 

	 	 	)	 	 	 	 	 
	YORK LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of officer

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BANK
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF

	 	 	)	 	 	 	 	 
	AUSTRALIA by

	 	 	)	 	 	 	 	 
	its attorney under

	 	 	)	 	 	 	 	 
	power of attorney dated

	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	Attorney

	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 




[*] 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.




Dated 29 October 1991




COMMONWEALTH BANK OF AUSTRALIA




(A.C.N. 123 123 124)




AND




SIMSMETAL LIMITED




(A.C.N. 008 634 526)




AND




THE COMPANIES NAMED IN SCHEDULE ONE






NEGATIVE PLEDGE







L E TAYLOR

Solicitor

Eleventh Floor

Bank House

309 George Street

SYDNEY NSW 2000




Telephone: 227-4778




(Reference: JDH)




DX 1440 SYDNEY




[*] Confidential Treatment Requested




 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	2. FINANCIAL ACCOMMODATION
	 	 	13	 
	 
	 	 	 	 
	3. NEGATIVE PLEDGE AND RESTRICTION ON DISPOSAL OF ASSETS
	 	 	13	 
	 
	 	 	 	 
	4. FINANCIAL RATIOS
	 	 	15	 
	 
	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	16	 
	 
	 	 	 	 
	6. GENERAL UNDERTAKINGS
	 	 	18	 
	 
	 	 	 	 
	7. EVENTS OF DEFAULT
	 	 	24	 
	 
	 	 	 	 
	8. ADDITIONAL MEMBERS
	 	 	28	 
	 
	 	 	 	 
	9. PROCUREMENT AND RETIREMENT OF MEMBERS
	 	 	29	 
	 
	 	 	 	 
	10. BANK’S ACCOUNTS
	 	 	30	 
	 
	 	 	 	 
	11. EXPENSES
	 	 	30	 
	 
	 	 	 	 
	12. STAMP DUTIES
	 	 	31	 
	 
	 	 	 	 
	13. WAIVERS, REMEDIES CUMULATIVE
	 	 	31	 
	 
	 	 	 	 
	14. SEVERABILITY OF PROVISIONS
	 	 	32	 
	 
	 	 	 	 
	15. SURVIVAL OF REPRESENTATIONS AND INDEMNITIES
	 	 	32	 
	 
	 	 	 	 
	16. MORATORIUM LEGISLATION
	 	 	32	 
	 
	 	 	 	 
	17. CONTINUING DEED
	 	 	32	 
	 
	 	 	 	 
	18. ASSIGNMENTS
	 	 	33	 
	 
	 	 	 	 
	19. SET-OFF
	 	 	33	 
	 
	 	 	 	 
	20. NOTICES
	 	 	33	 
	 
	 	 	 	 
	21. GOVERNING LAW AND JURISDICTION
	 	 	34	 
	 
	 	 	 	 
	22. ACKNOWLEDGEMENT BY MEMBERS
	 	 	36	 
	 
	 	 	 	 
	23. COUNTERPARTS
	 	 	36	 
	 
	 	 	 	 
	24. ATTORNEYS
	 	 	36	 
	 
	 	 	 	 
	25. SECURITY TRUST DEED
	 	 	36	 
	 
	 	 	 	 
	26. INCONSISTENCY WITH OTHER TRANSACTION DOCUMENTS
	 	 	37	 
	 
	 	 	 	 
	27. PARTIES BOUND
	 	 	37	 






SCHEDULE ONE

MEMBERS




SCHEDULE TWO




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THIS DEED is made the 29th day of October, 1991




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (A.C.N. 123 123 124) of 48 Martin Place, Sydney (“the Bank”)




AND




SIMSMETAL LIMITED (A.C.N. 008 634 526) of Level 6, Simsmetal House, 41 McLaren Street, North Sydney
(“Sims” and a “Member” of the “Sims Group”)



AND




THE COMPANIES named in Schedule One (each an “Original Member” and a “Member” of the “Sims Group”)




WHEREAS:




	A.	 	The Bank has agreed to provide financial accommodation to the Members of the Sims Group by
way of various forms of facilities including foreign currency and trade finance on the terms
and subject to the conditions relating to such accommodation including, without limitation,
the Facility Agreement.
	 
	B.	 	In consideration of the Bank agreeing to provide such accommodation the Members have agreed
to enter into this Deed.





NOW IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions





When used in this Deed the following terms shall have the following meanings unless the context
otherwise requires.



“Assets” has the meaning provided in Clause 3(a).



“Associate” has the meaning given to the term “related party” in Approved Accounting
Standard AASB 1017: Related Party Disclosures.



“AUD and Australian Dollars” mean the lawful currency for the time being of Australia.



“Auditor” means the auditor or auditors for the time being of Sims.



“Authorisation” includes:



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	(a)	 	any consent, authorisation, registration, filing, agreement, notarisation, certificate,
permission, licence, approval, authority or exemption from, by or with a Governmental Agency;
or






	(b)	 	in relation to anything which will be prescribed or restricted in whole or part by law if a
Governmental Agency intervenes or acts in any way within a specified period after lodgment,
filing, registration or notification, the expiry of such period without such intervention or
action.





“Authorised Officer” means:





	(a)	 	in respect of a Member, any person, or any person holding any position, from time to time
nominated as an Authorised Officer by the Member by notice to the Bank, such notice to be
accompanied by certified copies of the signatures of all new persons so appointed and if no
such notice is given, means any person who is an “officer” of the Member within the meaning
given in the Corporations Law; and






	(b)	 	in respect of the Bank, any person whose title of office includes the word “Manager”
(including any person acting in any such office).





“Bill” means a “Bill of Exchange” as defined in the Bills of Exchange Act 1909 or a bill
which may be treated by the holder as a bill of exchange under Section 10 of that Act.



“Business Day” means a day (other than a Saturday or Sunday) on which trading banks are
open for business in Sydney.



“Capitalised Rent” in respect of a Finance Lease means, at any time, the aggregate of:




	(a)	 	the greater of :-






	 	(i)	 	the then present value (determined in a manner and on assumptions accepted by
the Auditor) of all unpaid rent or other periodic payments (whether or not accrued) and
the residual value to be paid under the Finance Lease; or
	 
	 	(ii)	 	the then termination value (whatever called) of the Finance Lease (being the
amount which would be paid under that Finance Lease if it was terminated as a result of
a default by the lessee); and






	(b)	 	any other amount payable under any document associated with a Finance Lease.





“Collateral Security” means any Security Interest, Guarantee or other document or
agreement at any time created or entered into as security for any Sims Indebtedness, whether or not
it also secures any other Financial Indebtedness.



“Commonwealth Bank Group” includes the Bank, any bank constituted under the Commonwealth
Banks Act 1959 and any corporation, all the shares of which are held by one or more of the Bank
and/or such banks.



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“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 other than a Member of the Sims
Group.



“control” has the meaning given to that term in Approved Accounting Standard ASSB 1017:
Related Party Disclosures.



“Corporations Law” means the Corporations Law of each Australian jurisdiction in relation
to the Members incorporated in an Australian jurisdiction and the equivalent legislation in any
relevant jurisdiction for each Member incorporated outside Australia.



“Current Assets” means at any time those of the Total Tangible Assets which are current
assets at that time as determined in accordance with accounting principles and practices generally
accepted in Australia consistently applied.



“Current Liabilities” means at any time those of the secured and unsecured liabilities and
other items falling within the definition of Total Indebtedness at that time which are current
liabilities as determined in accordance with accounting principles and practices generally accepted
in Australia consistently applied, except that current liabilities shall not include any liability
to repay principal, to provide cash cover for maturing Bills, or in relation to any Guarantee,
where the relevant financial accommodation was provided under a credit facility (not being an on
demand facility) having a term expiring not less than 12 months after the date at which an
examination is being made to determine Current Liabilities and where the Financial Indebtedness
outstanding under that credit facility has not become due and payable prior to its stated maturity
(whether upon default or through the exercise of an optional right of prepayment or termination or
otherwise).



“Deed of Warranty” means the Deed of Warranty and Indemnity dated 22 September 1991
between NZFP Resources Limited, Carter Holt Harvey Limited and Sims.



“Director” has the meaning given to that term in Approved Accounting Standard AASB 1017:
Related Party Disclosures.



“entity” means a legal, administrative or fiduciary arrangement, organisational structure
or other party (including a person) having the capacity to deploy resources in order to achieve
objectives.



“Event of Default” means any of the events specified in Clause 7.



“Exchange Rate” means the rate of exchange referred to in Clause 6.1(d)(ii).



“Facility Agreement” means the facility agreement dated on or about the date hereof
between Sims Finance, Sims USA Corporation and the Bank.



“Finance Lease” means any lease referred to in paragraph (c) of the definition of
Financial Indebtedness where the lessee is a Member of the Sims Group.



[*] Confidential Treatment Requested




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“Financial Indebtedness” means any indebtedness, present or future, actual or contingent
under or in respect of moneys borrowed or raised or any financial accommodation whatsoever,
including (without limiting the generality of the foregoing):




	(a)	 	under or in respect of any Guarantee, Bill, promissory note or any acceptance, endorsement
and/or any discounting arrangement;






	(b)	 	par value, premium and dividend (whether or not declared, and whether or not there are
sufficient profits or other moneys for payment) of any redeemable share or stock or any share
or stock which is the subject of a put option against a Related Party;
	 
	(c)	 	in respect of any Lease:






	 	(i)	 	where the term of the Lease is not less than 75% of the estimated economic life
of the relevant property;
	 
	 	(ii)	 	where the present value of the payments under the Lease (calculated including
any tax benefit to the lessor as rent) at the commencement of the term of the Lease
exceeds 90% of the lower of the market value and the purchase price of the property at
the commencement of that term;
	 
	 	(iii)	 	where the lessee has any right or any expectation (whether or not legally
binding) of acquiring any interest in the relevant property (other than a possessory
interest during the term and any renewal) or the lessee has any right to direct the
manner of disposal or to appoint a person to dispose of the property at the expiry of
the term of the Lease and any renewal; or
	 
	 	(iv)	 	which under generally accepted accounting principles applicable to the relevant
lessee, would be required to be capitalised on the balance sheet of the lessee;






	(d)	 	the deferred purchase price (for more than ninety days) of any asset or service and any
related obligation; or






	(e)	 	in respect of any obligation to deliver goods or services which are paid for in advance by a
financier or which are paid for in advance in connection with any financing transaction.





“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 (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, Bill, 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





[*] Confidential Treatment Requested




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	(c)	 	dividends paid, accrued or scheduled to be paid or accrued on a consolidated basis in respect
of shares or stock referred to in paragraph (b) of the definition of Financial Indebtedness
during the relevant period.





“General Charge” means the Deed of Charge so titled dated on or about the date hereof
between C.T.B. Nominees Limited and the entities listed in Schedule 1 thereof;



“General Guarantee” means the Deed of Guarantee so titled dated on or about the date
hereof between C.T.B. Nominees Limited and the entities listed in Schedule 1 thereof and the
entities listed in Schedule 2 thereof;



“Governmental Agency” means any government or any governmental, semi-governmental or
judicial entity or authority.



“Guarantee” means any guarantee, indemnity, letter of credit or suretyship, or any other
obligation (whatever called and of whatever nature):




	(a)	 	to pay, to purchase, to provide funds (whether by the advance of money, the purchase of or
subscription for shares or other securities, the purchase of Assets, rights or services, or
otherwise) for the payment or discharge of;






	(b)	 	to indemnify against the consequences of default in the payment of or compliance with the
terms of; or
	 
	(c)	 	otherwise to be responsible for,





any obligation or indebtedness, any dividend, capital or premium on shares or stock, or the
insolvency or the financial condition of any other person.



“Guaranteed Share” means any share or stock issued by a Member where the 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 or a Guarantee of another person who will have recourse in respect of its
liability under that Guarantee directly or indirectly to a Member or its Assets (other than as a
shareholder).



“Intangible Assets” means 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 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 provided that until the first of such documents is available
“Latest Audited Consolidated Balance Sheet” shall mean the prospectus of Sims dated 22 September
1991 and the Investigating Accountant’s Report contained therein.



[*] Confidential Treatment Requested




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“Lease” means:




	(a)	 	any lease, charter or hiring arrangement of any property;






	(b)	 	any other agreement under which any property is or may be used or operated by a person other
than the owner; or






	(c)	 	any agreement under which any property is or may be managed or operated for or on behalf of
the owner or another person by a person other than the owner, and the operator or manager or
its Related Party (whether in the same or another agreement) is required to make or assure
minimum, fixed and/or floating rate payments of a periodic nature, (other than agreements
under which the manager of a joint venture uses assets owned by the joint venturers on behalf
of the joint venture).





“Liquidation” includes official management, compromise, arrangement, merger, amalgamation,
reconstruction, winding up and dissolution, assignment for the benefit of creditors generally,
arrangement or compromise with creditors generally, bankruptcy or death.



“LMC International, Inc. Security Agreement” means the agreement dated on or about the
date hereof between C.T.B. Nominees Limited and LMC International, Inc,



“Material Adverse Effect” means a material adverse effect upon the ability of any Member
to perform its material obligations under any Transaction Document.



“Member” means Sims, each Original Member and any other entity which becomes an Additional
Member under Clause 8 but shall not include the entities listed in Schedule 2 (subject to Clause
9(b)(iii)).



“Operating Cash Flow” means, for any period, with respect to the Sims Group, the sum of:-





	(a)	 	Operating Profit;
	 
	(b)	 	depreciation expenses;
	 
	(c)	 	amortisation expenses;
	 
	(d)	 	net Working Capital movements;
	 
	(e)	 	other non cash items reducing Operating Profit; and
	 
	(f)	 	cash receipts of extraordinary items;





after deducting:-





	(g)	 	non cash items increasing Operating Profit;






	(h)	 	payments of taxes based on income;





[*] Confidential Treatment Requested




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	(i)	 	capital expenditure; and






	(j)	 	cash disbursements of extraordinary items.





“Operating Profit” 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.





“Real Property Mortgages” means real property mortgages (New South Wales, Queensland,
Victoria, South Australia, Western Australia and Tasmania) between C.T.B. Nominees Limited and
Sims, Simsmetal Services Pty Limited, Simsmetal Holdings Pty Limited, H & D Metals Pty Limited,
Sims Products Holdings Pty Limited and Simsmetal (Qld) Pty Limited.



“Related Party” has the meaning given to the term “related party” in paragraphs (a) — (e)
inclusive of Approved Accounting Standard AASB 1017: Related Party Disclosures.



“Scheduled Payments” means, for any period, the capital repayments scheduled to be made by
Sims Finance under the Facility Agreement during that period.



“Security Interest” includes any mortgage, pledge, lien, charge, assignment by way of
security, hypothecation, trust arrangement, encumbrance or any security or preferential interest or
arrangement of any kind (including, without limitation, retention of title and any deposit of money
by way of security).



“Security Trust Deed” means the deed so titled dated on or about the date hereof between
the Bank, C.T.B. Nominees Limited and the entities listed in Schedule 1 thereof.



“Shareholders Funds” means Total Tangible Assets less Total Indebtedness.



“Sims Finance” means Simsmetal Finance Limited (A.C.N. 052 931 218) of C/- Phipson
Nominees Pty Ltd, National Mutual Centre, 15 London Circuit, Canberra, ACT.



“Sims Group” means the Members and Simsmetal Industries Limited.



“Sims Indebtedness” means all moneys from time to time owing or payable to or for the
account of the Bank or C.T.B. Nominees Limited, either actually or contingently and on any account
whatsoever, by any Member or Members of the Sims Group, either alone or jointly with others, under
or in relation to any Transaction Document.



“Sims Asia Holdings Limited Charge” means the deed dated on or about the date hereof
between C.T.B. Nominees Limited and Sims Asia Holdings Limited.



[*] Confidential Treatment Requested




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“Simsmetal (Hong Kong) Limited Charge” means the deed dated on or about the date hereof
between C.T.B. Nominees Limited and Simsmetal Limited (Hong Kong).



“Simsmetal Industries Limited” means the company known as “Simsmetal Industries Limited”
incorporated in New Zealand.



“Simsmetal Limited (Hong Kong)” means the company known as “Simsmetal Limited”
incorporated in Hong Kong.



“Simsmetal USA Corporation Security Agreement” means the agreement dated on or about the
date hereof between C.T.B. Nominees Limited and Sims USA Corporation.



“Tangible Assets” means all Assets other than Intangible Assets.



“Tax” includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or
withholding which is levied or imposed by a Governmental Agency, including (without limitation) any
withholding, income, stamp or transaction tax, duty or charge together with any interest, penalty,
charge, fee or other amount imposed or made on or in respect of any of the foregoing.



“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 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 the latest
audited balance sheet of that entity;






	(b)	 	the unrepaid principal (or its equivalent) of any Financial Indebtedness (including the
Capitalised Rent under each Finance Lease) where the proceeds or benefits of that Financial
Indebtedness:






	 	(i)	 	have been received by any Member, 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
	 
	 	(ii)	 	are to be received by any Member and the receipt of such proceeds or benefits
has been underwritten or otherwise assured to the satisfaction of the Auditor;






	(c)	 	the Capitalised Rent under each Finance Lease as at the date of the Latest Audited
Consolidated Balance Sheet;






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





[*] Confidential Treatment Requested




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and after:




	(e)	 	deducting:






	 	(i)	 	the aggregate amount of all secured and unsecured liabilities of any entity
which has ceased to be a Member since the date of the Latest Audited Consolidated
Balance Sheet and in respect of which no other Member has any liability;
	 
	 	(ii)	 	the aggregate amount of all liabilities which in the opinion of the Auditor
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 AAS 23; and
	 
	 	(iii)	 	debt reductions of the type referred to in (b)(iii) of the definition of
“Total Tangible Assets”.






	(f)	 	eliminating all inter-entity balances among the Members or any of them (including any
Member which has become one since the date of the Latest Audited Consolidated Balance Sheet);
and






	(g)	 	making such further adjustments (including, without limitation, elimination of any
double counting arising in relation to any Guarantee and the obligation or indebtedness the
subject of the Guarantee) which in the opinion of the Auditor are appropriate to make a proper
determination of the total amount of the aggregate indebtedness of the Members.





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
Financial Indebtedness 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 the Bank in its sole and absolute discretion may from
time to time agree, together with, (unless already included in the Latest Audited Consolidated
Balance Sheet):




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






	(b)	 	(i) 	the aggregate proceeds of any issue of shares or stock (including premium) of any Member
received since the balance date of the Latest Audited Consolidated Balance Sheet; and





[*] Confidential Treatment Requested




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	 	(ii)	 	the aggregate proceeds of any calls on partly paid shares made by any Member
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 with the proceeds of the
sale of shares or units in any entity which has ceased to be a Member 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 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 the Bank;






	(e)	 	the proceeds of any Financial Indebtedness 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 has been carried out by an independent
valuer approved by the Bank, the excess (if any) of the fair value of that Tangible Asset as
established by the valuer over its book value (as disclosed in the Latest Audited Consolidated
Balance Sheet or, in the case of any entity which has become a Member since the Latest Audited
Consolidated Balance Sheet, as disclosed in the latest audited balance sheet of that entity)
and as accepted by the Auditor without qualification; and





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;





[*] Confidential Treatment Requested




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	(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 since the
date of the Latest Audited Consolidated Balance Sheet, other than Tangible Assets of that
entity which have become assets of another Member 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 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 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 has been carried out by an independent
valuer (whether at the request of the Bank 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 since the Latest Audited Consolidated
Balance Sheet, as disclosed in the latest audited balance sheet of that entity) over its fair
value as established by the valuer and as accepted by the Auditor without qualification;





and after





	(k)	 	eliminating all inter-entity balances among any of the Sims Group (including any
Member 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 to enable a proper determination to be
made of the total amount of the Total Tangible Assets.





“Transaction Document” means this Deed, the Deed of Warranty, the Facility Agreement, the
Security Trust Deed, the General Charge, the General Guarantee, the Western Australia Charge, the
Real Property Mortgages, the Simsmetal USA Corporation Security Agreement, the Sims Asia Holdings
Limited Charge, the Simsmetal (Hong Kong) Limited Charge, the LMC International, Inc. Security
Agreement, any Collateral Security and any other agreement or document made between the Bank and/or
CTB Nominees Limited and one or more Members from time to time (including any such agreement or
document to which others are also party) or issued in favour of the Bank by one or more Members,
and any document or agreement entered into under, or for the purpose of amending or novating, any
of the same.



“Western Australia Charge” means the Deed of Charge so titled dated on or about the date
hereof between C.T.B. Nominees Limited and the entities listed in Schedule 1 thereof;



[*] Confidential Treatment Requested




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“Working Capital” means, with respect to the Sims Group, all Current Assets with the
exclusion of cash at bank and future income tax benefits less the amount of all Current Liabilities
excluding bank overdrafts and the current proportion of all long term debt repayments.



“writing” and words of like import include all means of reproducing words in a tangible
and permanently visible form.




	1.2	 	Interpretation




In this Deed, except to the extent that the context otherwise requires:-





	(a)	 	reference to any legislation or to any provision of any legislation shall include any
modification or re-enactment of, or any legislative provision substituted for, and all
legislation and statutory instruments issued under, such legislation or such provision;
	 
	(b)	 	words denoting the singular number shall include the plural and vice versa;
	 
	(c)	 	words denoting persons shall include bodies corporate, governments and, governmental
authorities and vice versa;
	 
	(d)	 	words denoting any gender shall include all genders;
	 
	(e)	 	references to Clauses, Annexures and Schedules are references to clauses, annexures and
schedules of this Deed;
	 
	(f)	 	references to any document or agreement shall be deemed to include references to such
document or agreement as novated, supplemented, varied or replaced from time to time;
	 
	(g)	 	references to any party to this Deed or any other document or agreement shall include its
successors and permitted assigns;
	 
	(h)	 	references to the drawing, endorsement, acceptance or other dealing with a Bill are
references to such dealing in accordance with the Bills of Exchange Act 1909;
	 
	(i)	 	headings in this Deed are for convenience only and do not affect its interpretation; and
	 
	(j)	 	the covenants and agreements herein shall bind the Members jointly and severally.
	 
	1.3	 	Determination and certificate by Bank conclusive





Except where otherwise provided herein, any determination or certificate by the Bank shall, in the
absence of manifest error, be conclusive and binding upon the Members.




	1.4	 	Document or agreement





In this Deed references to an “agreement” include any Security Interest, Guarantee, undertaking,
deed, agreement or legally enforceable arrangement whether or not in writing and references to a



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“document” include any agreement (as so defined) in writing, or any certificate, notice, instrument
or document of any kind.




	1.5	 	Current Accounting Practice





Except as otherwise provided in this Deed or as the subject or context may otherwise require:




	(a)	 	except to the extent disclosed in such computations and determinations all computations and
determinations as to financial matters and all financial statements to be delivered under this
Deed shall be made in accordance with generally accepted Australian accounting practices and
principles for the time being consistently applied; and






	(b)	 	all accounting terms used in this Deed shall have the meanings respectively ascribed to those
terms by those practices and principles for the time being.






	2.	 	FINANCIAL ACCOMMODATION






	2.1	 	No obligation





Nothing in this Deed shall impose any obligation on the Bank to provide financial accommodation to
any Member of the Sims Group.




	2.2	 	Applicable to all Sims Indebtedness





Unless varied by agreement in writing between the Members and the Bank, the provisions of this Deed
shall apply during such time as there shall be any Sims Indebtedness actually or contingently owing
or payable to or for the account of the Bank by any Member or Members of the Sims Group.




	2.3	 	Overriding terms





Except where agreed to the contrary between the Members and the Bank, this Deed shall prevail in
the event and to the extent of any inconsistency between this Deed and any other Transaction
Document.




	3.	 	NEGATIVE PLEDGE AND RESTRICTION ON DISPOSAL OF ASSETS





Each Member undertakes that, except as the Bank may otherwise consent in writing, it will not, and
will ensure that each other Member of the Sims Group and Simsmetal Industries Limited will not,:-




	(a)	 	create, assume, permit or suffer to exist any Security Interest securing Financial
Indebtedness in excess of AUD2,000,000 over all or any of its assets, undertakings or
revenues, both present and future, including without limitation its uncalled capital and
called but unpaid capital (herein called “Assets”), except for:-





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	 	(i)	 	liens arising by operation of law in the ordinary course of day-to-day business
and not securing any Financial Indebtedness where the relevant Member of the Sims Group
duly and punctually pays any indebtedness secured by such a lien other than
indebtedness contested in good faith; and
	 
	 	(ii)	 	any Collateral Security.






	(b)	 	transfer, sell, assign, surrender, convey, lease, lend (other than to Members), licence,
discount or otherwise dispose of, or (subject to paragraph (a) hereof) create any interest in,
all or any part of its
	 
	 	 	Assets (hereinafter called a “Disposal”), either in a single transaction or in a series of
transactions and whether related or not:-






	 	(i)	 	for less than full consideration in money on an arms length and genuine
commercial basis; or
	 
	 	(ii)	 	if the subject Assets or part thereof will or may at the Member’s option be
re-acquired by or leased to the Member or if the possession or use of the subject
Assets or part thereof is retained or obtained by the Member,






	 	 	provided that:-






	 	(iii)	 	no Disposal (other than stock and inventory movements in the ordinary course
of business) shall be effected by a Member where the subject Assets have a gross value
in excess of AUD7,500,000 (or its equivalent in the currency of the location of the
Assets), and
	 
	 	(iv)	 	no Disposal (other than stock and inventory movements in the ordinary course of
business) shall be effected by a Member where the gross value of the subject Assets
when aggregated with the gross value of Assets which have been the subject of Disposals
by Members in the preceding 12 months exceeds AUD15,000,000 (or its equivalent in the
currency of the location of the Assets),






	 	 	without the consent of the Bank.






	(c)	 	Notwithstanding anything in Clause 3(b) above, transfer, sell, assign, surrender, convey,
lease, lend, licence, discount or otherwise dispose of any Asset to Simsmetal Industries
Limited, or make any financial accommodation available to Simsmetal Industries Limited
(whether by loan, the raising of money, gift or otherwise) in excess of AUD10,000,000.






	(d)	 	At any time make any such financial accommodation (as referred to in Clause 3(c) above)
available to Sims Industries Limited other than financial accommodation provided by Simsmetal
Finance Limited and governed by and pursuant to the NZ Deed of Loan and secured by the NZ
Securities.





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	(e)	 	Notwithstanding anything in Clause 3(b) above, until such time as LMC International, Inc.
executes this Deed, the Security Trust Deed, the General Guarantee and the LMC International,
Inc. Security Agreement and any other document required by the Bank for the purposes of
securing to the Bank and/or its nominee the Sims Indebtedness, transfer, sell, assign,
surrender, convey, lease, lend, licence, discount or otherwise dispose of any Asset to LMC
International, Inc., or make any financial accommodation available to LMC International, Inc.






	4.	 	FINANCIAL RATIOS





Each Member undertakes that it will not, without the prior written consent of the Bank, at any time
while there is any Sims Indebtedness actually or contingently owing or payable to or for the
account of the Bank, allow, permit or suffer:




	(a)	 	Shareholders Funds to be less than AUD95,000,000 for the period of 12 months from the date
hereof, and thereafter to be less than AUD100,000,000;






	(b)	 	Current Assets to be less than 125% of Current Liabilities;






	(c)	 	Total Indebtedness to exceed 125% of Shareholders Funds;






	(d)	 	The ratio of Operating Profit to Fixed Charges to be less than 3.5:1 calculated as at the
last days of each March, June, September and December during the term hereof (each such day
hereinafter called a “Calculation Day”) with respect to:-






	 	(i)	 	for the calculation made on 31 December 1991, the quarter ending on that day;
	 
	 	(ii)	 	for the calculation made on 31 March 1992, the half year ending on that day;
	 
	 	(iii)	 	for the calculation made on 30 June 1992, the nine months period ending on
that day; and
	 
	 	(iv)	 	for the calculations made on 30 September 1992 and on each subsequent
Calculation Day, the 12 months period ending on the relevant Calculation Day;






	(e)	 	The ratio of Operating Cash Flow plus Cash on hand at the beginning of the 12 month period to
Fixed Charges to be less than 2:1 with respect to:-






	 	(i)	 	for the calculation made on 31 December 1991, the quarter ending on that day;
	 
	 	(ii)	 	for the calculation made on 31 March 1992, the half year ending on that day;
	 
	 	(iii)	 	for the calculation made on 30 June 1992, the nine months period ending on
that day; and
	 
	 	(iv)	 	for the calculations made on 30 September 1992 and on each subsequent
Calculation Day, the 12 months period ending on the relevant Calculation Day;





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	(f)	 	The ratio of Operating Cash Flow plus Cash on hand at the beginning of the 12 month period to
the aggregate of Fixed Charges and Scheduled Payments to be less than 1.5:1 calculated as at
each 30 June during the term hereof for the 12 months period ending on the relevant 30 June;






	(g)	 	The incurring by a Member of Financial Indebtedness (other than pursuant to the Facility
Agreement) which when aggregated with all Financial Indebtedness incurred by all Members after
the date hereof exceeds AUD5,000,000; or






	(h)	 	Dividends to be declared by any Member to any non-Member in excess of 70% of that Member’s
net profit after tax for the relevant financial year.






	5.	 	REPRESENTATIONS AND WARRANTIES






	5.1	 	Representations and warranties





Each Member makes the following representations and warranties for the benefit of the Bank:-





	(a)	 	(Status): It is validly created and existing under relevant laws.
	 
	(b)	 	(Power): It has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the transactions
contemplated by those documents and to carry on its business as now conducted or contemplated.
	 
	(c)	 	(Authorisations): It has taken all necessary action to authorise the entry into and
performance of the Transaction Documents to which it is expressed to be a party and to carry
out the transactions contemplated by those documents.
	 
	(d)	 	(Documents binding): Each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms.
	 
	(e)	 	(Transactions permitted): Neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction contemplated
under any such document will violate in any respect any provision of :-






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of any Governmental
Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or its Assets,






	 	 	and, except as may be provided by the Transaction Documents, does not and will not result
in:





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	 	(iv)	 	the creation or imposition of any Security Interest on any of its Assets under
any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect to any
Financial Indebtedness, or anything which constitutes (or which, with the giving of
notice and/or lapse of time would constitute) an event of default, cancellation event,
prepayment event or similar event (whatever called) under any agreement relating to
Financial Indebtedness.






	(f)	 	(Accounts):






	 	(i)	 	After June 1992 the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the date to
which they relate and the results of its and the Members’ operations for the accounting
period ended on such date.
	 
	 	(ii)	 	There has been no change in its and the Members’ state of affairs since such
date which may have a Material Adverse Effect.
	 
	 	(iii)	 	Those accounts have been prepared in accordance with Clause 1.5(a).
	 
	 	(iv)	 	There is no material Financial Indebtedness or any other liability or
contingent liability which is not disclosed in those accounts.






	(g)	 	(No litigation): No litigation, arbitration, tax claim, dispute or administrative
proceeding is presently current or pending or, to its knowledge, threatened, which is likely
to have a Material Adverse Effect.
	 
	(h)	 	(No default):






	 	(i)	 	It is not in default under any document or agreement binding on it or its
Assets which relates to Financial Indebtedness or is material.






	 	(ii)	 	Nothing has occurred which is or would with the giving of notice and/or lapse
of time constitute an event of default, cancellation event, prepayment event or similar
event (whatever called) under any such document or agreement.






	(i)	 	(Authorisations): All Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the validity
and enforceability of the Transaction Documents to which it is a party and the transactions
contemplated by those documents, have been obtained or effected and are in full force and
effect.






	(j)	 	(No misrepresentation): All information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at the date of
this Deed and is not, by the omission of information or otherwise, misleading.





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	(k)	 	(No undisclosed agreements): There are in existence no documents or agreements which
have not been disclosed to the Bank and which are material in the context of the Transaction
Documents.






	(l)	 	Title): None of its Assets is subject to any Security Interest which is not
permitted by Clause 3 or to any agreement to give such a Security Interest.






	5.2	 	Reliance on representations and warranties





Each Member acknowledges that the Bank has entered this Deed and has entered and will enter the
other Transaction Documents in reliance on the representations and warranties in this Clause.




	6.	 	GENERAL UNDERTAKINGS
	 
	6.1	 	General Undertakings





Each Member undertakes as follows, except to the extent that the Bank otherwise approves :-





	(a)	 	(Corporate reporting and information): It will furnish to the Bank :-






	 	(i)	 	(annual accounts): as soon as practicable (and in any event not later
than 90 days) after the close of each of its financial years copies of the Latest
Audited Consolidated Balance Sheet and, upon request by the Bank, its unconsolidated
audited balance sheet and profit and loss account;
	 
	 	(ii)	 	(semi-annual accounts): as soon as practicable (and in any event not
later than 60 days) after the first half of each of its financial years copies of the
Sims Group’s consolidated unaudited balance sheet and profit and loss account in
respect of such half-year;
	 
	 	(iii)	 	(compliance certificates):






	 	(A)	 	as soon as practicable (and in any event not later than 60
days) after the close of each financial year; and
	 
	 	(B)	 	as soon as practicable (and in any event not later than 45
days) after the first half of each financial year,






	 	 	 	a statement signed by two Directors and a certified minute of the Board of Directors
of Sims confirming that in their opinion the negative pledge and asset disposal
restrictions in Clause 3, the financial ratios in Clause 4 and all other terms and
conditions of the Transaction Documents have been complied with during the relevant
period;
	 
	 	(iv)	 	(management accounts): as soon as practicable (and in any event not
later 60 days in relation to the June quarter and 45 days in relation to each other
quarter)





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	 	 	 	after the end of each quarter management accounts relating to both the Sims Group
and Sims USA Corporation specifying:-






	 	(A)	 	quarterly, year-to-date and budget figures in respect of the
profit and loss account and cash flow;
	 
	 	(B)	 	a balance sheet as at the end of the relevant quarter;
	 
	 	(C)	 	detailed calculations demonstrating compliance with the
covenants in Clause 4;
	 
	 	(D)	 	list of all capital expenditure in excess of AUD500,000;






	 	(v)	 	(projections): as soon as practicable (and in any event not later than
90 days) after the end of each financial year, annual projected profit and loss and
cash flows on a quarterly basis for the next 12 months and on an annual basis for the
ensuing 2 year period, projecting expected utilisation of accommodation provided under
any Transaction Documents and capital expenditure requirements;
	 
	 	(vi)	 	(Auditor’s Certificate): as soon as practicable (and in any event not
later than 90 days) after the close of each of its financial years a statement signed
by the Auditor confirming that in his opinion the negative pledge and asset disposal
restrictions in Clause 3 and financial ratios in Clause 4 have been complied with
during the relevant financial year;
	 
	 	(vii)	 	(documents issued to shareholders): promptly, all documents issued by
each Member as required by applicable law to its shareholders or unitholders, as the
case may be, except:






	 	(A)	 	notices of annual general meetings; and






	 	(B)	 	the documents required to be distributed under Section 315 of
the Corporations Law,






	 	 	 	unless there is any business to be conducted at an annual general meeting other than
approval of the accounts made out in accordance with Division 4 of Part 3.6 of the
Corporations Law for the last financial year, in which case a copy of the relevant
notice of meeting shall be furnished to the Bank;
	 
	 	(viii)	 	(prospectuses): a copy of any prospectus or other document intended for
public release, released by a Member, relating to the issue of any security to the
public, promptly following its release;
	 
	 	(ix)	 	(Deed of Warranty): copies of all notices given or received pursuant
to the provisions of the Deed of Warranty, including, without limitation, a copy of
each Environmental Plan (as defined in the Deed of Warranty) forthwith upon preparation
thereof; and





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	       	(x)	 	(other information): upon request, such other information, including
copies of any valuations obtained, in relation to its and the Sims Group’s financial
condition or business (including, without limitation, such information as will enable
the Bank at any time to determine compliance with Clauses 3 and 4) as the Bank may
reasonably request.






	(b)	 	(Accounting principles): It will ensure that each balance sheet and profit and loss
account furnished to the Bank under sub-paragraphs (a) (i) and (a) (ii) shall:






	        	(i)	 	be prepared in accordance with Clause 1.5(a); and
	 
	 	(ii)	 	give a true and fair view of the state of affairs of the relevant entity and
the result of its operations, as at the date, and for the period ending on the date, to
which such accounts are prepared.






	(c)	 	(Authorisations): It will use its best endeavours to ensure that all Authorisations
required for the validity, enforceability and performance of its obligations under the
Transaction Documents are obtained and promptly renewed and maintained in full force and
effect and it will promptly provide copies to the Bank when they are obtained or renewed.






	(d)	 	(Notice to Bank): It will give notice to the Bank as soon as it becomes aware of the
same of:-






	       	(i)	 	any Event of Default or event which with the giving of notice or passage of
time, or both, would constitute an Event of Default;
	 
	       	(ii)	 	all litigation, arbitration or similar proceedings to which any Member is a
party involving a claim in excess of AUD500,000 (or, where the claim is denominated in
a currency other than Australian Dollars, the equivalent in that currency of
AUD500,000, calculated at the Bank’s spot rate for the purchase of that currency with
Australian Dollars two Business Days beforehand);
	 
	        	(iii)	 	any proposal by any Governmental Agency to acquire compulsorily the whole or a
substantial part of the Assets or business of a Member;
	 
	        	(iv)	 	any substantial dispute between any Member and any Governmental Agency;
	 
	        	(v)	 	the appointment of an inspector under any companies legislation to investigate
all or any part of the affairs of any Member in relation to a possible contravention by
it of that legislation; and
	 
	        	(vi)	 	any change in its Authorised Officers, giving specimen signatures of any new
Authorised Officer so appointed and any major change in management or other personnel
which may have a significant impact on the conduct of the business of any Member.





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	(e)	 	(Corporate existence): It will, and will ensure that each Member of the Sims Group
will, do all things necessary to maintain its existence in good standing and will not transfer
its jurisdiction of creation or enter into any merger or consolidation and/or default in a
material respect in complying with the provisions of the Corporations Law.






	(f)	 	(Revaluation): It will, on those occasions when the Bank considers that the
circumstances render it reasonable to do so (and the Bank having its reasons for so
considering), obtain a revaluation of any Tangible Asset by a valuer approved by the Bank.






	(g)	 	(Insurance): It shall maintain and keep in force with good and responsible insurance
companies satisfactory to the Bank and in adequate amounts, all such insurances as would
prudently be effected and maintained in the case of an entity carrying on its business and
owning Assets similar to that of the Member.






	(h)	 	(Accounts): It shall maintain proper books of record and account in which full, true
and correct entries will be made of all dealings or transactions of or in relation to its
business and affairs in accordance with generally accepted accounting practices consistently
applied.






	(i)	 	(Reserves): It shall maintain adequate reserves in its books of account for all
appropriate expenses, costs and contingencies in accordance with generally accepted accounting
practices consistently applied including (without limitation) reserves for all taxes,
assessments, charges, levies, claims, doubtful debts, premiums due on required prepayment,
depreciation, obsolescence and amortisation.






	(j)	 	(Inspection): It shall permit the Bank to inspect any of its Assets and to examine
the minute books, books of account and other records reasonably requested by the Bank and to
make copies or take extracts and discuss its affairs, finances and accounts with its officers
and the Auditor during normal business hours and at such other reasonable times and as often
as the Bank may reasonably request.






	(k)	 	(Maintenance of Property): It shall maintain, keep and preserve:






	 	(i)	 	all of its Assets in good repair, working order and condition and from time to
time make all necessary and proper repairs, renewals, replacements and improvements to
such Assets; and
	 
	 	(ii)	 	all of its franchises, licences, copyrights, patents, trade names, trade marks
and similar Assets which are material to its business;






	 	 	(except where the failure to do so would not have a Material Adverse Effect).
	 
	(l)	 	(Change in Ownership or Control): It shall notify the Bank in writing as soon as
practicable and in any event within ten days of it becoming aware of any material change or an
intention to effect a material change in the legal or beneficial ownership of a Member or a
material change in the effective control of a Member.





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	 	 	For the purposes of this sub-clause 6.1(1) and Clause 7.1(q):-






	 	(i)	 	“a material change in the legal or beneficial ownership of a Member” means that
a person who is not so entitled at the date of this Deed acquires a relevant interest
(as that term is defined in the Corporations Law) in 30% or more of the issued share
capital of the Member (excluding any part of that issued share capital that carries no
right to participate beyond a specified amount in the distribution of either profits or
capital);
	 
	 	(ii)	 	“a material change in the effective control of the Member” means that a person
who did not have such capacity at the date of this Deed either:-






	 	(a)	 	acquires the capacity to control the composition of the Board
of Directors of the Member; or
	 
	 	(b)	 	is able to cast, or control the casting of, more than 30% of
the maximum number of votes that might be cast at a general meeting of the
Member.






	 	(iii)	 	without limiting by implication the circumstances in which the composition of
the Member’s Board of Directors is to be taken and be controlled by another person, the
composition of the Member’s Board of Directors shall be taken and be controlled by
another person if that other person, by the exercise of some power exercised with or
without the consent of the concurrence of any other person by that other person, can
appoint or remove all or a majority of the directors, and for the purpose of this
sub-clause that other person shall be deemed to have power to make such an appointment
if:-






	 	(a)	 	a person cannot be appointed as a director of the Member
without the exercising in his favour by the other person of such a power; or
	 
	 	(b)	 	a person’s appointment as a director of the Member follows
necessarily, his being a director or other officer of the other person where
the other person is a corporation






	 	(iv)	 	“a person” includes, without limitation, any two or more bodies corporate which
are related to each other within the meaning of Section 50 of the Corporations Law and
their nominees.






	(m)	 	(New Related Party): It shall notify the Bank in writing as soon as practicable and
in any event within ten days of it becoming aware of an entity becoming a Related Party of a
Member or it becoming aware of an intention to cause an entity to become a Related Party of a
Member. Such notice shall state whether, at that time, financial accommodation has been
provided by the Bank or any member of the Commonwealth Bank Group to that entity.





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	(n)	 	(Acquisition of Assets): It shall not (except in the case of Assets acquired or
taken on Finance Lease in the ordinary course of business and stock and inventory movements in
the ordinary course of business):-






	        	(i)	 	acquire Assets if the amount required to be expended in the acquisition of
those Assets when aggregated with the amounts expended by all Members in the
acquisition of Assets in the relevant financial year will equal or exceed
AUD20,000,000;
	 
	 	(ii)	 	acquire Assets (other than capital expenditure items acquired in the Member’s
normal course of business) if the amount required to be expended in the acquisition of
those Assets when aggregated with the amounts expended by all Members in the
acquisition of Assets of a similar nature in the relevant financial year will equal or
exceed AUD10,000,000;
	 
	 	(iii)	 	enter into any Finance Lease of Assets if the value of the relevant Assets
when aggregated with the value of Assets taken on Finance Lease by all Members in the
relevant financial year will equal or exceed AUD5,000,000.






	(o)	   	(Business Activities): It shall ensure that the Sims Group maintain scrap metal
collection and processing and related activities as the core business activities of the Sims
Group.






	(p)	   	(Employee Share Schemes): It shall ensure that no Member issues shares pursuant to
an employee share scheme or executive loan scheme or similar scheme benefiting employees,
officers or executives except as may have been disclosed in the prospectus of Sims dated 22
September 1991.






	(q)	   	(Risk Management): It shall only engage in foreign exchange, swap, futures
contracts, forward contracts or similar transactions where such transactions have a genuine
link to the risk management of that Member’s Financial Indebtedness or an underlying trade
transaction.






	(r)	   	(Board of Directors): To the extent it is able, it must do all things necessary to ensure
that the board of directors of Sims of it is comprised of persons more than half of whom:-






	        	(i)	 	are not appointed by, or appointed to represent the interests of, any
substantial shareholder (as that term is defined in Section 708(1) of the Corporations
Law) in Sims; and
	 
	 	(ii)	 	are not Associates of any substantial shareholder (as that team is defined in
Section 708(1) of the Corporations Law) of Sims (other than by being a director of a
Member); and
	 
	 	(iii)	 	are not employed by Sims or any of its subsidiaries.





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	(s) 	 	(Deed of Warranty): It shall ensure that Sims does not assign, encumber or amend or
consent or acquiesce to the assignment, encumbering or amendment of the Deed of Warranty or
its interests thereunder.






	(t) 	 	(United States leasehold interests): It shall forthwith use, and continue to use,
its best endeavours to ensure that all leasehold interests of Simsmetal USA Corporation in the
United States of America are on a proper and effective commercial basis to ensure the
viability of the business and operations carried on by Simsmetal USA Corporation, and to
ensure that any legal defects, irregularities or inadequacies in the terms and conditions upon
which Sims USA Corporation holds the said leasehold properties are remedied.






	(u) 	 	(Stamp Duty): It shall do all things necessary to ensure that all Transaction
Documents entered into on or around the date hereof are duly stamped and lodged for
registration, where required for efficacy and enforceability of same, within fifteen (15) days
of the date hereof.






	(v) 	 	(Tasmanian real property): It shall ensure that within 2 days of the date hereof any
Member holding an estate or interest in real property in Tasmania will grant to C.T.B.
Nominees Limited and/or the Bank a valid and enforceable Real Property Mortgage in form and
substance acceptable to the Bank in its absolute discretion.






	(w)	 	(LMC International, Inc.): It shall ensure that within 14 days of the date hereof
LMC International, Inc. executes this Deed, the Security Trust Deed, the General Guarantee,
the LMC International, Inc. Security Agreement and any other document required by the Bank for
the purposes of securing to the Bank and/or its nominee the Sims Indebtedness and that a legal
opinion in form and substance acceptable to the Bank in relation to the execution by LMC
International, Inc. is furnished to the Bank within the said 14 days.






	6.2	 	Term of undertakings





Each undertaking in this Clause shall continue from the date of this Deed until the Sims
Indebtedness is fully and finally paid or repaid, as the case may be at which time a final
discharge of this Deed will be given to the Members.




	7.	 	EVENTS OF DEFAULT






	7.1	 	Events of Default





Upon the occurrence of any of the following :-





	(a)	 	(non-payment): any Member fails to pay in the manner required any amount due and
payable by it under any Transaction Document on the due date;






	(b)	 	(other obligation):






	 	(i)	 	any Member fails to observe or perform any of its other obligations under this
Deed or any other Transaction Document; and





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	 	  (ii)	 	if such failure is capable of remedy, it is not remedied to the satisfaction of
the Bank by the date 14 days after such failure;






	(c)	 	(misrepresentation): any representation, warranty or statement made or deemed to be
made by any Member in any Transaction Document or any document delivered under any Transaction
Document proves to have been untrue in any material respect when made or deemed made;






	(d)	 	(cross default):






	 	  (i)	 	any Financial Indebtedness in excess of AUD500,000 (or, where the Financial
Indebtedness is denominated in a currency other than Australian Dollars, the equivalent
in that currency of AUD500,000, calculated at the Exchange Rate) of any Member becomes
due and payable prior to its stated maturity (other than through the exercise by the
Member of an optional or negotiated right or prepayment, in the absence of continuing
default) or is not paid when due; or
	 
	 	  (ii)	 	any stock or share issued by any Member is required to be redeemed or
repurchased in advance of its stated maturity (other than at the option of the issuer
or as agreed between the holder and the relevant issuer, in the absence of continuing
default);






	(e)	 	(Winding up):






	 	  (i)	 	an application (other than a frivolous or vexatious application for which an
application for its dismissal has been made) or an order is made for the winding up or
dissolution of any Member and, in the case of an application, if contested in good
faith is not stayed, discontinued or withdrawn within 14 days; or
	 
	 	  (ii)	 	a resolution is passed for the winding up or dissolution of any Member
otherwise than for the purposes of a reconstruction or amalgamation on terms approved
by the Bank;






	(f)	 	(receiver): a receiver or receiver and manager, official manager, administrator,
trustee or similar officer is appointed to all or any part of the Assets of any Member;






	(g)	 	(Security Interests): any Security Interest over any of the Assets of any Member is
enforced for an amount exceeding AUD500,000 (or, where the amount for which enforcement is
sought is denominated in a currency other than Australian Dollars, the equivalent in that
currency of AUD500,000, calculated at the Exchange Rate);






	(h)	 	(execution): a distress, attachment or other execution in an amount of not less than
AUD100,000 (or, where the amount for which levy or enforcement is sought is denominated in a
currency other than Australian Dollars, the equivalent in that currency of AUD100,000,
calculated at the Exchange Rate) is levied or enforced upon or against any Assets of any
Member;





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	(i)	 	(cessation of business): any Member ceases or threatens to cease to carry on its
business or disposes or threatens to dispose of the whole or a substantial part of its:






	 	(i)	 	business; or
	 
	 	(ii)	 	Assets;






	 	 	whether by a single transaction or a series of transactions and whether related or not
(except as permitted under Clause 3(b) or for the purpose of reorganisation merger or
consolidation the terms of which have been approved by the Bank) or stops payment generally;






	(j)	 	(reduction of capital): without the prior written consent of the Bank any Member
reduces or attempts to reduce its capital (otherwise than by the redemption of redeemable shares) or passes or takes any steps to pass a resolution under Section 188(2) or 205(10) of
the Corporations Law or any equivalent provision or any Member (being a trust) distributes or
attempts to distribute its capital;






	(k)	 	(inspector): an inspector is appointed under any companies or trade practices
legislation to investigate all or any part of the affairs of any Member in relation to a
possible contravention by it of that legislation and the legislation is found to have been
contravened;






	(l)	 	(insolvency): any Member is unable to pay its debts when they fall due, or is deemed
unable to pay its debts under any applicable legislation (other than as a result of a failure
to pay a debt or claim which is the subject of a good faith dispute);






	(m)	 	(arrangement with creditors): any Member enters into or resolves to enter into any
arrangement, composition or compromise with or assignment for the benefit of its creditors
generally or any class of its creditors or proceedings are commenced to sanction any such
arrangement, composition or compromise other than for the purposes of a reconstruction or
amalgamation on terms approved by the Bank;






	(n)	 	(analogous process): anything analogous or having substantially similar effect to
anything referred to in paragraphs (e) to (m) inclusive shall occur with respect to any
Member;





(o)   (vitiation of Transaction Documents):




	 	(i)	 	all or any part of clauses 3 or 4 of this Deed or of any other material
provision of any Transaction Document is terminated or is or becomes void, illegal,
unenforceable or of limited force and effect; or
	 
	 	(ii)	 	any person becomes entitled to terminate, rescind or avoid all or any material
part of any material provision of any Transaction Document other than in accordance
with its terms;





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	(p)	 	(revocation of Authorisation): any Authorisation of a Governmental Agency which is
essential to the performance by any Member of its obligations under any Transaction Document
or for the validity and enforceability of any Transaction Document is repealed, revoked or
terminated or expires or is modified or amended in a manner unacceptable to the Bank and is
not replaced by another sufficient Authorisation;






	(q)	 	(change in ownership or control): the Bank in its absolute discretion at any time
determines that there has been a material change in the legal or beneficial ownership of a
Member or a material change in the effective control of a Member, AND the Bank at any time
within sixty days after the date of notification to the Bank of such change coming into effect
by notice in writing to the Member declares the change to be unacceptable;






	(r)	 	(material adverse change): any other event or series of events, whether related or
not, occurs (including, without limitation, any material adverse change in the business,
Assets or financial condition of any Member) which in the reasonable opinion of the Bank would
have a Material Adverse Effect;





then in any such event, and at any time thereafter, the Bank may by notice to Sims (on behalf of
all the Members):-




	(A)	 	declare all moneys actually or contingently owing or payable to or for the account of the
Bank by any Member or Members on any account whatsoever and whether alone or jointly with
others to be immediately due and payable, whereupon the same shall be immediately due and
payable, including without limitation:-






	 	  (I)	 	an amount equal to the aggregate face value of all Bills which have been
accepted, indorsed and/or discounted by the Bank and which either have not matured by
or mature on the date of that notice; and
	 
	 	  (II)	 	an amount equal to the uncalled face or maximum amount of any Guarantee issued
by the Bank; and/or






	(B)	 	cancel any obligation of the Bank to make further advances or provide further accommodation
to any Member or Members, and/or






	(C)	 	declare any Collateral Security to be enforceable whereupon, subject to the requirements of
any applicable legislation, such Collateral Security shall be immediately enforceable.





The Bank shall be deemed to have received any amounts described in paragraph (A) of Clause 7.1 in
accordance with that clause pending maturity of any outstanding Bill or Guarantee on terms that
such amounts shall be credited to an account in the name of the relevant Member established by the
Bank and that the same shall bear interest at the rate from time to time payable by the Bank to its
customers for a similar term and amount and until each Bill or Guarantee is presented for payment
or until all Bills have matured. On the Maturity Date of a Bill, or the date for payment of a
Guarantee, the Bank must apply the moneys so held by it towards paying the holder of that Bill or
the beneficiary of the Guarantee. On the satisfaction of all obligations



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(contingent or otherwise) of the Bank under all Bills and Guarantees the Bank must repay to the
relevant member the amount which the Bank certifies to be the amount remaining out of the amount so
paid (including interest accrued thereon) under satisfaction of all those obligations and any other
obligations of the Members-under this Deed.



Any notice given by the Bank pursuant to paragraphs (A), (B) or (C) of Clause 7.1 shall be of no
effect if:-




	(a)	 	it is given because of the occurrence of an event of default specified in paragraphs (b),
(c), (d), (i), (j), (k), (n), (to the extent that it is analogous to any matter referred to in
the preceding paragraphs), (o) or (r); and






	(b)	 	within two business days of the notice the relevant Member 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.






	7.2	 	New Related Party






	(a)	 	Where, after the date hereof, an entity becomes a Related Party of a Member and, at such
time, financial accommodation has been provided to such entity by the Bank or any member of
the Commonwealth Bank Group (“existing accommodation”), the Bank may, at any time within sixty
days after the notification to the Bank that an entity with existing accommodation has become
a Related Party of a Member, by notice in writing to that entity or any other Member declare:-






	 	(i)	 	that where the notice is given to the relevant entity, the existing
accommodation (or any lesser amount specified in the notice) is due and payable within
the period specified in the notice which shall not be less than 60 days;
	 
	 	(ii)	 	that where the notice is given to a Member other than the relevant entity,
financial accommodation then provided by the Bank to that Member must be reduced by
payment of an amount (specified in the notice) equal to or less than the existing
accommodation within the period specified in the notice.






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






	8.	 	ADDITIONAL MEMBERS





Any entity not being a Member of the Sims Group may become a Member (herein called an “Additional
Member”) for the purposes hereof by entering into a deed supplemental hereto in a form reasonably
satisfactory to the Bank (and by satisfying any additional reasonable requirements of the Bank),
whereby the Additional Member agrees to be bound by all the obligations, representations,
warranties and other provisions herein as if it were an original party



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hereto, whereupon such Additional Member shall be deemed to be a Member of the Sims Group for all
purposes hereof.




	9.	 	PROCUREMENT AND RETIREMENT OF MEMBERS






	(a)	 	Each Member warrants that every entity which upon completion will be a Related Party of a
Member is a party hereto other than the companies in Schedule 2.






	(b)	 	Each Member undertakes that (other than with respect to entities which the Bank agrees to
exclude from this Sub-Clause):-






	 	(i)	 	it shall procure that every entity which becomes a wholly owned subsidiary of
that Member after completion; and
	 
	 	(ii)	 	it shall use reasonable endeavours to procure that every entity which becomes a
Related Party (other than a wholly owned subsidiary of that Member) after completion;
and
	 
	 	(iii)	 	in the event that it becomes permissable under relevant New Zealand law for
Simsmetal Industries Limited to become a Member and to fulfil the requirements of
Sub-Clauses (A) and (B) below, Simsmetal Industries Limited,






	 	 	 shall become a Member of the Sims Group for the purposes of this Deed in accordance with
Clause 8 and:-






	 	(A)	 	shall enter into an accession deed (or accession deeds) in form
and substance reasonably satisfactory to the Bank (and satisfying any
additional reasonable requirements of the Bank) whereby the Additional Member
agrees to be bound by all the obligations, representations, warranties and
other provisions of the Security Trust Deed, the General Guarantee, the General
Charge, and the Western Australia Charge as if it were an original party to
those documents; and
	 
	 	(B)	 	shall grant to the Bank and/or C.T.B. Nominees Limited any
other Security Interest reasonably required by the Bank for securing to the
Bank the Sims Indebtedness.





For the purposes of Clauses 9(a) and (b) above “completion” means the completion of the allotment
of shares under the prospectus of Sims dated 22 September 1991.




	(c)	 	A Member of the Sims Group shall cease to be a Member for the purposes of this Deed, and
shall be released from all obligations or liabilities under this Deed and under any agreement
supplemental hereto, only in the event of :-






	 	(i)	 	such Member ceasing to be a Related Party of all Members of the Sims Group
following the disposing of shares (or the relevant means of control) by the Members of
the Sims Group in such Member, Provided That the Auditor has





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	 	 	 	produced to the Bank a report that in his opinion the disposal of shares and the
ceasing of the Member to be a Member for the purposes of this Deed will not result
in a contravention of Clause 3 or 4, And Provided Further That a certificate signed
by two (2) Directors of Sims and any other Member of the Sims Group which is
disposing of such shares (or means of control) has been produced to the Bank
certifying in each case that in their opinion the said disposal is commercially
desirable and that the consideration being obtained is satisfactory having regard to
the terms and circumstances of the sale;
	 
	 	(ii)	 	the distribution or transfer to the Members of the Sims Group in the course of
a members’ voluntary winding up or a creditors’ voluntary winding up (where the only
creditors are one or more Members of the Sims Group) of such Member of such part of the
Assets of such Member being wound up as the Members of the Sims Group are entitled to
in proportion to their ownership in such Member; or
	 
	 	(iii)	 	the Sims Indebtedness being fully paid or repaid to the Bank, as the case may
be, Provided That any payment or repayment of the said Sims Indebtedness which shall at
any time hereafter be avoided under any law for the time being in force relating to the
winding up or official management of companies shall be deemed never to have been made
and to that extent that liability of the Members of the Sims Group in respect of such
amount and this Deed shall subsist to the benefit of the Bank.






	(d)	 	The Bank may in its sole and absolute discretion at any time agree to release a Member from
all obligations or liabilities under this Deed and under any agreement supplemental hereto,
whereupon such Member shall cease to be a Member for the purposes of this Deed and in such
event, the Bank shall at the request and cost of such Member execute and do all such deeds,
acts and things as may be reasonably necessary to release the Member from such obligations and
liabilities, provided that any such agreement to release shall not affect any obligation or
liability of any other Member of the Sims Group.






	10.	 	BANK’S ACCOUNTS





The accounts kept by the Bank shall constitute prima facie evidence, in the absence of manifest
error, of the amount at any time due from any Member under any Transaction Document. The Bank will
on request by Sims inform it either orally or in writing (and if orally, promptly confirmed in
writing) of any such amount.




	11.	 	EXPENSES





The Members shall on demand reimburse the Bank for:




	(a)	 	the reasonable expenses of the Bank (including but not limited to travelling and
out-of-pocket expenses) incurred in connection with the negotiation, preparation, execution
and





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	 	 	completion of the Transaction Documents and any subsequent consent, approval, waiver or
amendment; and
	 
	(b)	 	the expenses of the Bank in connection with the enforcement of, or the preservation of any
rights under, the Transaction Documents including, without limitation, any reasonable expenses
incurred in retaining consultants to evaluate matters of material concern to the Bank,





including in each case external and/or inhouse legal costs and expenses on a solicitor and client
basis.




	12.	 	STAMP DUTIES






	12.1	 	Stamp Duties





The Members shall pay all stamp, transaction, registration and similar Taxes (including fines and
penalties) which may be payable or determined to be payable in connection with the execution,
delivery, performance or enforcement of any Transaction Document or any payment or receipt or any
other transaction contemplated by any Transaction Document.




	12.2	 	Other duties





Such Taxes shall include any financial institutions duty, bank account debit tax or other Tax
payable by return.




	12.3	 	Indemnity





Each Member shall indemnify the Bank on demand against any liabilities resulting from delay or
omission to pay such Tax.




	13.	 	WAIVERS, REMEDIES CUMULATIVE






	13.1	 	Failure or Delay





No failure to exercise and no delay in exercising any right, power or remedy under any Transaction
Document by the Bank shall operate as a waiver, nor shall any single or partial exercise of any
right, power or remedy preclude any other or further exercise of that or any other right, power or
remedy.




	13.2	 	Rights Cumulative





The rights, powers and remedies provided to the Bank in the Transaction Documents are cumulative
and not exclusive of any rights, powers or remedies provided by law.



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	14.	 	SEVERABILITY OF PROVISIONS





Without in any way limiting Clause 7.1(o) (i), any provision of any Transaction Document which is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to
the extent of the prohibition or unenforceability but that shall not invalidate the remaining
provisions of that Transaction Document or affect the provision in any other jurisdiction.




	15.	 	SURVIVAL OF REPRESENTATIONS AND INDEMNITIES






	15.1	 	Survival





All representations and warranties in any Transaction Document shall survive the execution and
delivery of the Transaction Documents and the provision of accommodation under any Transaction
Document and shall be deemed to be repeated on the occasion of each such provision.




	15.2	 	Continuing Obligation





Each indemnity in any Transaction Document shall:




	(a)	 	be a continuing obligation;
	 
	(b)	 	constitute a separate and independent obligation of the party giving the indemnity from its
other obligations under the Transaction Documents; and
	 
	(c)	 	survive termination of the relevant Transaction Document.






	16.	 	MORATORIUM LEGISLATION





To the full extent permitted by law all legislation which at any time directly or indirectly:




	(a)	 	lessens or otherwise varies or affects in favour of a Member any obligation under any
Transaction Document; or






	(b)	 	delays or otherwise prevents or prejudicially affects the exercise by the Bank of any right,
power or remedy conferred by any Transaction Document,





is negatived and excluded from the Transaction Documents.




	17.	 	CONTINUING DEED





Subject to Clause 9, this Deed shall continue notwithstanding any settlement of account,
intervening payment or other matter or thing whatsoever until a final discharge of this Deed shall
have been given to the Members.



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	18.	 	ASSIGNMENTS






	18.1	 	Assignment by Members





No Member shall assign or transfer all or any of its rights or obligations under this Deed without
the prior written consent of the Bank.




	18.2	 	Assignment by Bank





The Bank may assign or transfer all or any of its rights or obligations under the Transaction
Documents to another bank or financial institution at any time if:-




	(a)	 	any necessary prior Authorisation is obtained; and






	(b)	 	Sims has given its prior written consent to such transfer or assignment, which consent:






	 	(i)	 	shall not be unreasonably withheld; and
	 
	 	(ii)	 	will be deemed to have been given if no response is received within 15 days of
request for such consent.






	19.	 	SET-OFF






	19.1	 	Set-off





Each Member severally authorises the Bank (but without obligation on the part of the Bank) to apply
any credit balance in any currency (whether or not matured) in any of its accounts with any branch
in or towards satisfaction of any sum at any time due and payable but unpaid on its due date by it
to the Bank under or in relation to any Transaction Document.




	19.2	 	Currency Exchanges





The Bank may effect currency exchanges to implement such a set-off.




	20.	 	NOTICES





All notices, requests, demands, consents, approvals, agreements or other communications to or by a
party to this Deed shall:




	(a)	 	be in writing and addressed to such address as may be notified from time to time by the
recipient to the sender;






	(b)	 	be signed by an Authorised Officer of the sender; and






	(c)	 	be deemed to be duly given or made:






	 	(i)	 	(in the case of delivery in person or by post or cable) when delivered to the
recipient at such address;





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	 	 (ii)	 	(in the case of telex) on receipt by the sender of the answerback code of the
recipient at the end of transmission; and






	 	 (iii)	 	(in the case of facsimile) on the production by the despatching facsimile
machine of a transmission control report showing the relevant number of pages
comprising the relevant document to have been sent to the correct facsimile number and
the result of the transmission as “OK”;






	 	 	but if such delivery or receipt is later than 4 pm (local time) on a day on which business
is generally carried on in the place to which such communication is sent, it shall be deemed
to have been duly given or made at the commencement of business on the next such day in that
place.
	 
	21.	 	GOVERNING LAW AND JURISDICTION
	 
	21.1	 	Governing Law





This Deed shall be governed by the laws of New South Wales and each Member submits to the
non-exclusive jurisdiction of its courts.




	21.2	 	Submission to jurisdiction





Any Member created outside New South Wales irrevocably nominates Sims at its last known principal
place of business in New South Wales as its agent to receive service of process in any legal action
or proceedings relating to the



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NOTICE




With reference to Clause 20 of the Negative Pledge made on or around the date hereof between
Simsmetal Limited, the Companies listed in Schedule 1 thereof, and Commonwealth Bank of Australia
the Parties thereto hereby mutually notify each other that each notice, request, demand or other
communication to be given or made under the said Negative Pledge shall be addressed:-




	(a)	 	in the case of Simsmetal Limited and the Companies listed in Schedule 1 of the said Negative
Pledge, to Simsmetal Limited, Level 6, 41 McLaren Street, North Sydney. Fax: (02) 954-9680;






	(b)	 	in the case of Commonwealth Bank of Australia, to Simsmetal Limited Account Relationship
Executive, Commonwealth Bank of Australia, Level 4, 48 Martin Place, Sydney. Fax: (02)
227-5081.





	 	 	 	 	 	 	 
	DATED: This

	 	day of
	 	1991.	 	 






SIGNED for and on behalf of each of:




	 	 	 
	SIMSMETAL LIMITED

	 	A.C.N. 008 634 526
	SIMSMETAL FINANCE LIMITED

	 	A.C.N. 052 931 218
	SIMSMETAL HOLDINGS PTY. LIMITED

	 	A.C.N. 000 021 563
	SIMS PRODUCTS HOLDINGS PTY. LIMITED

	 	A.C.N. 000 090 479
	UNIVERSAL INSPECTION & TESTING
	 	 
	COMPANY PTY. LIMITED

	 	A.C.N. 000 554 656
	SIMSMETAL SERVICES PTY. LIMITED

	 	A.C.N. 000 166 987
	SIMSMETAL (QLD.) PTY. LIMITED

	 	A.C.N. 009 667 752
	H. & D. METALS PTY. LIMITED

	 	A.C.N. 004 332 870
	SIMSMETAL (USA) CORPORATION
	 	 
	SIMS ASIA HOLDINGS LIMITED
	 	 
	SIMSMETAL LIMITED
	 	 
	LMC INTERNATIONAL, INC.
	 	 
	by:
	 	 






       
             
               
              
           
                    



Signature




SIGNED for and on behalf of

COMMONWEALTH BANK OF AUSTRALIA

By:




        
            
               
              
           
                    




Signature




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Transaction Documents in the courts of New South Wales. If Sims ceases to have an office in New
South Wales each Member will ensure that there will at all times be another person in New South
Wales acceptable to the Bank to receive process on its behalf.




	22.	 	ACKNOWLEDGEMENT BY MEMBERS





Each Member confirms that:




	(a)	 	it has not entered into this Deed in reliance on, or as a result of, any statement or conduct
of any kind of or on behalf of the Bank (including, without limitation, any advice, warranty,
representation or undertaking); and






	(b)	 	the Bank is not obliged to do anything (including, without limitation, disclose anything or
give advice), except as expressly set out in the Transaction Documents.






	23.	 	COUNTERPARTS





This Deed may be executed in any number of counterparts. All of those counterparts taken together
shall be deemed to constitute one and the same instrument.




	24.	 	ATTORNEYS





Each attorney executing this Deed states that he has no notice of the revocation of his power of
attorney.




	25.	 	SECURITY TRUST DEED
	 
	25.1	 	Upon the full and irrevocable payment or repayment to the Bank of the Sims Indebtedness the
Bank agrees that it will, at the cost of Sims and in accordance with the reasonable directions
of Sims:
	 
	(a)	 	cause the resignation of C.T.B. Nominees Limited as the Security Agent under the Security
Trust Deed;
	 
	(b)	 	appoint the nominee of Sims the successor security agent under the Security Trust Deed in
accordance with Clause 6 of the Security Trust Deed;
	 
	(c)	 	notwithstanding clause 7.2 of the Security Trust Deed, but subject to Clause 25.2 below,
execute an “Assumption Deed” (as defined in the Security Trust Deed) in such form as required
by Sims in accordance with Clause 7 of the Security Trust Deed, naming such persons as Sims
may specify as Finance Parties and specifying such agreements as Sims may specify to be a
Facility Agreement for the purposes of the Security Trust Deed; and
	 
	(d)	 	give notice to the newly appointed Security Agent, Sims and all other Finance Parties (as
defined in the Security Trust Deed) (if any) to the effect that the Bank is no longer a
Finance Party for the purposes of the Security Trust Deed.





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	25.2	 	The Bank and each Member of the Group agree that upon the Bank completing the actions
specified in Clause 25.1 above, the Bank and C.T.B. Nominees Limited shall have no further
responsibility for and shall not be liable under the Security Trust Deed or the Securities (as
defined in the Security Trust Deed).
	 
	26.	 	INCONSISTENCY WITH OTHER TRANSACTION DOCUMENTS





In the event of any inconsistency between this Deed and any other Transaction Document the
provisions of this Deed shall prevail.




	27.	 	PARTIES BOUND






	27.1	 	Each Member agrees and acknowledges that it is bound by the terms of this Deed and any other
Transaction Document to which it is a party notwithstanding that any party expressed to be a
party to this Deed or any other Transaction Document may not have executed the same.






	27.2	 	Upon execution by LMC International, Inc. of this Deed and any other Transaction Document to
which it is expressed to be a party this Deed and such other Transaction Document shall be
binding upon LMC International, Inc. and enforceable against it as if LMC International, Inc.
had executed this Deed and such other Transaction Document on the date hereof.





THE PARTIES have caused this Deed to be duly executed on the date first mentioned above.



	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 






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	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED (A.C.N. 008 634 526)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 052 931 218)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 000 021 563)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 






[*] Confidential Treatment Requested




-38-









 





	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 000 090 479)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 000 166 987)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 009 667 752)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 






[*] Confidential Treatment Requested




-39-









 





	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	H & D METALS PTY LIMITED

	 	 	)	 	 	 	 	 
	(A.C.N. 004 332 870)

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ASIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 






[*] Confidential Treatment Requested




-40-









 





	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 
	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	LMC INTERNATIONAL, INC.

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	 	 	 
	its duly appointed Attorney

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 	 	 






[*] Confidential Treatment Requested




-41-









 





SCHEDULE ONE




MEMBERS





	•	 	Simsmetal Finance Limited — A.C.N. 052 931 218
	 
	•	 	Simsmetal Holdings Pty Limited — A.C.N. 000 021 563
	 
	•	 	Sims Products Holdings Pty Limited — A.C.N. 000 090 479
	 
	•	 	Universal Inspection & Testing Co Pty Limited — A.C.N. 000 554 656
	 
	•	 	Simsmetal Services Pty Limited — A.C.N. 000 166 987
	 
	•	 	Simsmetal (Qld) Pty Limited — A.C.N. 009 667 752
	 
	•	 	H & D Metals Pty Limited — A.C.N. 004 332 870
	 
	•	 	Simsmetal USA Corporation
	 
	•	 	Sims Asia Holdings Limited
	 
	•	 	Simsmetal Limited (Hong Kong)
	 
	•	 	LMC International, Inc.





[*] Confidential Treatment Requested




-42-









 





SCHEDULE TWO





	•	 	Consolidated Extrusions Pty Limited
	 
	•	 	Consolidated Extrusions Management Pty Limited
	 
	•	 	Australian Refined Alloys Pty Limited
	 
	•	 	Australian Refined Alloys (Sales) Pty Limited
	 
	•	 	Simon Metal Products Limited (New Zealand)
	 
	•	 	Simon Metal Products (Sales) Limited (New Zealand)
	 
	•	 	Simsmetal Industries Limited





[*] Confidential Treatment Requested





-43-











 




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.




Commonwealth Bank of Australia

A.C.N. 123 123 124

Commonwealth Savings Bank of Australia




Corporate Centre, Sydney




	 	 	 	 	 
	Level 4

	 	GPO Box 2719
	 	Telephone (02) 227 3118
	48 Martin Place

	 	Sydney
	 	Facsimile (02) 227 5081
	Sydney

	 	NSW 2001
	 	DX 1020 Sydney
	NSW 2000
	 	 	 	 
	Australia
	 	 	 	 






Mr R B Cunningham

General Manager Finance & Administration

Simsmetal Limited

GPO Box 4155

SYDNEY NSW 2001




1 September 1992




Dear Ross




$60 MILLION FINANCE FACILITIES

NEGATIVE PLEDGE AND GENERAL UNDERTAKINGS



Recent correspondence between our respective US attorneys indicates that it is unlikely that it
will be possible to obtain estoppel certificates from various US landlords pursuant to
Clause 6.1(u) of the Simsmetal group negative pledge.



While we would have preferred to have the comfort of these certificates we acknowledge that their
procurement was on a best endeavours basis and that there is little incentive for the individual
landlords to enter such agreements.



Accordingly we have instructed our US attorneys to let the matter rest and hereby formally waive
the undertaking embodied in Clause 6.1(u).



Given the importance of Sims’ US operations, however, we believe it is in the group’s interests to
endeavour to obtain and maintain its leasehold interests on a sound commercial footing.
Consequently we believe that Clause 6.1(v) should be retained as a general ongoing undertaking.



The only other outstanding matter in respect of the Negative Pledge is the New Zealand security
position (Clause 6.1(t)). We understand you will be letting us know the approach you wish to adopt
in this letter in the near future.




[*] Confidential Treatment Requested




 









 




Apparently we are just about there with registration of the Australian security with the only items
likely to result in any significant delays being a missing Crown Lease in Western Australia and
difficulties in having Qantas agree to registration of mortgages ahead of its Caveats. Brian Knox
and Lorcam Byrne have these matters under notice.



Please do not hesitate to contact me should you wish to discuss any of the above issues.




Yours sincerely




G N Emerson

Senior Manager, Corporate NSW




[*] 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.




Commonwealth Bank of Australia

A.C.N. 123 123 124

Commonwealth Savings Bank of Australia




Corporate Centre, Sydney




	 	 	 	 	 
	Level 4

	 	GPO Box 2719
	 	Telephone (02) 227 2694
	48 Martin Place

	 	Sydney
	 	Facsimile (02) 227 5081
	Sydney

	 	NSW 2001
	 	DX 1020 Sydney
	NSW 2000
	 	 	 	 
	Australia
	 	 	 	 






The Managing Director

Simsmetal Limited

GPO 4155

SYDNEY NSW 2001




Attention: Mr Ross B Cunningham




30 September 1992




Dear Sir




NEGATIVE PLEDGE AGREEMENT DATED 29 OCTOBER 1991



We refer to discussions and your letter of 29 September 1992 and confirm that Clause 6.1(a)(v) of
the Negative Pledge Agreement can be amended by deleting the reference to annual projections and
cash flow being required beyond the next 12 month period.



The Clause should now read:





(v) (Projections): as soon as practicable (and in any event not later than 90 days) after
the end of each Financial year, annual projected profit & loss and cash flows on a quarterly
basis for the next 12 months projecting expected utilisation of accommodation provided under
any Transaction Documents and capital expenditure requirements.



Yours sincerely




G N Emerson

Senior Manager, Corporate NSW




[*] 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.




Commonwealth Bank of Australia

A.C.N. 123 123 124

Commonwealth Savings Bank of Australia




Corporate Centre, Sydney




	 	 	 	 	 
	Level 4

	 	GPO Box 2719
	 	Telephone (02) 227 3718
	48 Martin Place

	 	Sydney
	 	Facsimile (02) 227 5081
	Sydney

	 	NSW 2001
	 	DX 1020 Sydney
	NSW 2000
	 	 	 	 
	Australia
	 	 	 	 







			
	To:	 	General Manager Finance & Administration

Simsmetal Limited

Level 6

Simsmetal House

41 McLaren Street

NORTH SYDNEY NSW 2060






Attention: Mr Ross B Cunningham




18 November 1992




Dear Sir



NEGATIVE PLEDGE DEED DATED 29 OCTOBER 1991 BETWEEN COMMONWEALTH BANK OF AUSTRALIA (“THE BANK”),
SIMSMETAL LIMITED AND THE COMPANIES NAMED IN SCHEDULE 1 OF THE NEGATIVE PLEDGE DEED



Subject to the conditions stipulated below, the Bank agrees to amendment of the Negative Pledge
Deed as follows:





	1.	 	Clause 3(c) is to be deleted and replaced with the following:






“Notwithstanding anything in Clause 3(b) above, transfer, sell, assign, surrender,
convey, lease, lend, licence, discount or otherwise dispose of any Asset to
Simsmetal Industries Limited, or make any financial accommodation available to
Simsmetal Industries Limited (whether by loan, the raising of money, gift or
otherwise) in excess of NZ$10,000,000.”




	2.	 	Clause 3(d) and the following words “For the purposes of Clause 3(c) ... ... ... meanings as in
clause 6.1(t)” are to be deleted.





[*] Confidential Treatment Requested




 









 






	3.	 	Clause 6.1(t) is to be deleted.






	4.	 	Clause 6.1(u) is to be deleted.






	5.	 	Clause 6.1(a)(v) is to be deleted and replaced by the following:






“(projections): as soon as practicable (and in any event not later than 90
days) after the end of each financial year, annual projected profit and loss and
cash flows on a quarterly basis for the next 12 months, projecting expected
utilisation of accommodation provided under any Transaction Documents and capital
expenditure requirements;”


The Bank’s agreement to the above amendments is conditional upon acceptance of this letter by the
companies named in the Schedule within 14 days of the date hereof. Acceptance is to be indicated
by execution on behalf of the said companies of the duplicate of this letter attached hereto and
return thereof to our office at Level 4, 48 Martin Place, Sydney.




Yours sincerely




	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	 	 
	THE COMPANIES NAMED
	 	 	 	 
	IN THE SCHEDULE
	 	 	 	 
	by
	 	 	 	 
	 

	 	 	 





[*] Confidential Treatment Requested




 









 





SCHEDULE





	•	 	Simsmetal Finance Limited — ACN 052 931 218
	 
	•	 	Simsmetal Holdings Pty Limited — ACN 000 021 563
	 
	•	 	Sims Products Holdings Pty Limited — ACN 000 090 479
	 
	•	 	Universal Inspection & Testing Co Pty Limited — ACN 000 554 656
	 
	•	 	Simsmetal Services Pty Limited — ACN 000 166 987
	 
	•	 	Simsmetal (Qld) Pty Limited — ACN 009 667 752
	 
	•	 	H & D Metals Pty Limited — ACN 004 332 870
	 
	•	 	Simsmetal USA Corporation
	 
	•	 	Sims Asia Holdings Limited
	 
	•	 	Simsmetal Limited (Hong Kong)
	 
	•	 	LMC International, Inc
	 
	•	 	Simsmetal Limited — ACN 008 634 526





[*] 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.




DATED 14 MARCH 1994




COMMONWEALTH BANK OF AUSTRALIA

A.C.N. 123 123 124




SIMSMETAL LIMITED

A.C.N. 008 634 526




AND




THE COMPANIES LISTED IN SCHEDULE ONE




NEGATIVE PLEDGE AMENDMENT DEED




L E TAYLOR

Solicitor

Tenth Floor

Bank House

309 George Street

SYDNEY NSW 2000




Telephone: 227-4720

Reference: RPR - 1104m




DX 1440 SYDNEY

Facsimile: 227 4792





[*] Confidential Treatment Requested









 



 


NEGATIVE PLEDGE



THIS DEED is made on the 14th day of March, 1994



BETWEEN



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney (“Bank”)



SIMSMETAL LIMITED ACN 008 634 526 of Level 6, Simsmetal House, 41 McLaren Street, North Sydney
(“Sims” and a “Member” of the “Sims Group”)



AND



THE COMPANIES NAMED IN SCHEDULE 1 (each an “Original Member” and “Member” of the “Sims Group”)



RECITES





	A.	 	By deed dated 29 October 1991 (the “Negative Pledge”) between Sims, the Original Members and
the Bank the Members agreed to provide certain covenants in favour of the Bank in
consideration of the Bank agreeing to provide certain financial accommodation to Members of
the Sims Group.
	 
	B.	 	By letters dated 18 November 1992 and 4 February 1993 from the Bank the Negative Pledge was
amended in accordance with terms set out in those letters.
	 
	C.	 	The parties desire to amend the Negative Pledge on the terms and conditions set out in this
deed.





WITNESS





	1.	 	DEFINITIONS
	 
	 	 	Terms defined in the Negative Pledge shall have the same meaning when used in this deed.
	 
	2.	 	VARIATION
	 
	2.1	 	The Negative Pledge as varied by this deed shall take effect as and from 26 November 1993.
	 
	2.2	 	Clause 1.1 of the Negative Pledge shall be amended by deleting paragraphs (e) and (g) from
the definition of “Operating Cash Flow”.
	 
	2.3	 	Clause 3(a) of the Negative Pledge shall be amended by deleting “AUD2,000,000” and inserting
in lieu “AUD5,000,000”.




[*] Confidential Treatment Requested









 



2.



	2.4	 	Clause 3(b)(iii) of the Negative Pledge shall be amended by deleting “AUD7,500,000” and
inserting “AUD15,000,000” in lieu.
	 
	2.5	 	Clause 3(b)(iv) of the Negative Pledge shall be amended by deleting “AUD15,000,000” and
inserting “AUD30,000,000” in lieu.
	 
	2.6	 	Clause 3(d) of the Negative Pledge shall be deleted.
	 
	2.7	 	Clause 4(g) of the Negative Pledge shall be amended by deleting “AUD5,000,000” and inserting
“AUD10,000,000” in lieu.
	 
	2.8	 	Clause 4(h) of the Negative Pledge shall be deleted and a new Clause 4(h) inserted in lieu as
follows:






	 	“(h) 	 	 Dividends to be declared by all Members to any non-Member in excess of 70% of
the Operating Profit of the Sims Group after tax for the relevant financial year.”






	2.9	 	Clause 6.1(n)(ii) of the Negative Pledge shall be deleted.
	 
	2.10	 	Clause 6.1(n)(i) of the Negative Pledge shall be amended by adding after the word “Assets”
where first appearing in that paragraph the following words-






	 	 	 	“(other than capital expenditure items acquired in the normal course
of business of the Members)”






	2.11	 	Clause 6.1(v) of the Negative Pledge shall be amended by deleting the words “and to ensure
that any legal defects, irregularities or inadequacies in the terms and conditions upon which
Sims USA Corporation holds the said leasehold properties are remedied” are deleted.
	 
	3.	 	CONFIRMATION
	 
	 	 	In all other respects the parties hereby confirm the covenants terms and conditions of the
Negative Pledge as varied by the letters referred in Recital B.
	 
	4.	 	GOVERNING LAW
	 
	 	 	This deed shall be governed by the laws of New South Wales and each of the parties submits
to the non-exclusive jurisdiction of the courts of New South Wales and all courts of appeal
from them.




EXECUTED as a deed.



[*] Confidential Treatment Requested









 



3.




SCHEDULE ONE




MEMBERS





	•	 	Simsmetal Finance Limited A.C.N. 052 931 218
	 
	•	 	Simsmetal Holdings Pty Limited A.C.N. 000 021 563
	 
	•	 	Sims Products Holdings Pty Limited A.C.N. 000 090 479
	 
	•	 	Universal Inspection & Testing Co Pty Limited A.C.N. 000 554 656
	 
	•	 	Simsmetal Services Pty Limited A.C.N. 000 166 987
	 
	•	 	Simsmetal (Qld) Pty Limited A.C.N. 009 667 752
	 
	•	 	H & D Metals Pty Limited A.C.N. 004 332 870
	 
	•	 	Simsmetal USA Corporation
	 
	•	 	Sims Asia Holdings Limited
	 
	•	 	Simsmetal Limited (Hong Kong)
	 
	•	 	LMC International, Inc




[*] Confidential Treatment Requested









 



4.


	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 
	 	 
	and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	FINANCE LIMITED by

	 	 	)
)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested









 



5.


	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	HOLDINGS LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMS PRODUCTS

	 	 	)	 	 	 	 	 	 	 
	HOLDINGS PTY LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of UNIVERSAL

	 	 	)	 	 	 	 	 	 	 
	INSPECTION & TESTING CO

	 	 	)	 	 	 	 	 	 	 
	PTY LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested









 



6.


	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	SERVICE PTY LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	(QLD) PTY LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of H & D METALS

	 	 	)	 	 	 	 	 	 	 
	PTY LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested









 



7.


	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	USA CORPORATION by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMS ASIA

	 	 	)	 	 	 	 	 	 	 
	HOLDINGS LIMITED by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of SIMSMETAL

	 	 	)	 	 	 	 	 	 	 
	LIMITED (HONG KONG) by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[*] Confidential Treatment Requested









 



8.


	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED & DELIVERED for

	 	 	)	 	 	 	 	 	 	 
	and on behalf of LMC

	 	 	)	 	 	 	 	 	 	 
	INTERNATIONAL, INC. by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its duly authorized attorney appointed

	 	 	)	 	 	 	 	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	who by his execution hereof certifies that

	 	 	)	 	 	 	 	 	 	 
	he has no notice of revocation of the said

	 	 	)	 	 	 	 	 	 	 
	power of attorney and in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[*] 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.




DATED 21ST MARCH 1996




THE COMPANIES NAMED IN THE SCHEDULE




SIMS ALUMINIUM PTY LIMITED

ACN 004 370 905




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




SECOND ACCESSION AND

AMENDING DEED




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 378 4939

Facsimile: (02) 378 4792

DX 1440 Sydney

Ref: GDC 1051071




[*] Confidential Treatment Requested










 



 




CONTENTS




	 	 	 	 	 
	CLAUSE NAME	 	PAGE	 
	1.  DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	1.2 Interpretation
	 	 	2	 
	 
	 	 	 	 
	2.  ACCESSION
	 	 	3	 
	 
	 	 	 	 
	3.  AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	3	 
	 
	 	 	 	 
	4.  REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	 	 	 	 
	4.1 Representations and warranties
	 	 	4	 
	 
	 	 	 	 
	4.2 Reliance on representations and warranties
	 	 	5	 
	 
	 	 	 	 
	5.  GOVERNING LAW
	 	 	6	 
	 
	 	 	 	 
	6.  COUNTERPARTS
	 	 	6	 
	 
	 	 	 	 
	SCHEDULE
	 	 	11	 






[*] Confidential Treatment Requested











 



 




SECOND ACCESSION AND AMENDING DEED



THIS DEED is made the 21st day of March 1996



BETWEEN



THE COMPANIES NAMED IN THE SCHEDULE (each a “Member” of the “Sims Group”)



AND



SIMS ALUMINIUM PTY LIMITED ACN 004 370 905 of Level 6, Simsmetal House, 41 McLaren Street, North
Sydney, New South Wales (“New Member”)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney in the State of New South
Wales (“Bank”)



RECITALS





	A.	 	Pursuant to the Negative Pledge Agreement, the Members agreed to provide certain covenants in
favour of the Bank in consideration of the Bank agreeing to provide certain financial
accommodation to various Members of the Sims Group.
	 
	B.	 	In accordance with clause 8 of the Negative Pledge Agreement, the Members must procure that
the New Member becomes a party to the Negative Pledge Agreement.
	 
	C.	 	In consideration of the Bank continuing to provide accommodation to various Members of the
Sims Group, the New Member has agreed to enter into this deed.
	 
	D.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner and on the terms
and conditions set out in this deed.




THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this deed, unless the contrary intention appears:





	 	 	 	 	 	 	 
	“Annexure”	 	-	 	the annexure to this deed;
	 
	 	 	 	 	 	 
	“Effective Date”	 	-	 	the date of this deed;
	 
	 	 	 	 	 	 
	“Negative Pledge Agreement”	 	-	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of




[*] Confidential Treatment Requested









 



2.


	 	 	 	 	 	 	 
	 	 	 	 	that deed, as varied or supplemented by:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	letters dated 7 April, 1 and 30 September
and 18 November 1992 and 4 February and 10
June 1993 from the Bank;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the deed named “Negative Pledge Amendment
Deed” dated 14 March 1994 between the Bank,
Sims and the companies named in schedule 1 of
that deed; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	the deed named “Accession Deed” dated 28
April 1994 between the Bank and Simsmetal UK
Limited;
	 
	 	 	 	 	 	 
	“Sims”	 	-	 	Simsmetal Limited ACN 008 634 526;
	 
	 	 	 	 	 	 
	“Transaction Documents”	 	-	 	has the same meaning as in the Negative
Pledge Agreement and includes, without
limitation, this deed.







	1.2	 	Interpretation
	 
	 	 	In this deed, unless the contrary intention appears:






	 	(a)	 	any reference to “this deed” or “the deed” includes, where the context permits,
a reference to each schedule and the Annexure;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this deed as varied or replaced from
time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;




[*] Confidential Treatment Requested









 



3.


	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the New Member and the
Members contained or implied in this deed bind them and every two or more of them
jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement has the same
meaning when used in this deed;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement (as amended
by this deed) has the same meaning when used in this deed; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this deed,
then the Bank may withhold that approval, consent or agreement in its absolute
discretion or, where granted, may impose such conditions as the Bank may in its
absolute discretion determine.






	2.	 	ACCESSION
	 
	2.1	 	With effect on and from the Effective Date, the New Member agrees to be bound by the terms of
the Negative Pledge Agreement as if it were an original party to the Negative Pledge Agreement
as a Member with all the rights, obligations and warranties of a Member under the Negative
Pledge Agreement.
	 
	2.2	 	For the purposes of clause 2.1, “Negative Pledge Agreement” means the Negative Pledge
Agreement as amended by this deed.
	 
	3.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	3.1	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended to read
as set out in the Annexure.
	 
	3.2	 	This deed is supplemental to the Negative Pledge Agreement and except to the extent provided
in this deed, the terms and conditions of the Negative Pledge Agreement will continue in full
force and effect and are ratified and confirmed by the parties to this deed.
	 
	3.3	 	Nothing in this deed abrogates, prejudices, diminishes or otherwise adversely affects any
rights, remedies, obligations or liabilities of the parties to the Negative Pledge Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.




[*] Confidential Treatment Requested









 



4.


	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and warranties
	 
	 	 	The New Member makes the following representations and warranties for the benefit of the
Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of the Transaction Documents to which it is expressed to be a party and
to carry out the transactions contemplated by those documents;
	 
	 	(d)	 	documents binding: each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent
documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






	 	 	 	and, except as may be provided by the Transaction Documents, does not and will not
result in:






	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default, cancellation event, prepayment event or similar event (whatever
called) under any agreement relating to Financial Indebtedness;






	 	(f)	 	accounts:




[*] Confidential Treatment Requested









 



5.








	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;
	 
	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with clause
1.5(a) of the Negative Pledge Agreement; and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;






	 	(g)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(h)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(i)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of the Transaction Documents to which it is a party and the
transactions contemplated by those documents, have been obtained or effected and are in
full force and effect;
	 
	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at the
date of this agreement and is not, by the omission of information or otherwise,
misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Transaction Documents; and
	 
	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 of the Negative Pledge Agreement or to any agreement to give such
a Security Interest.






	4.2	 	Reliance on representations and warranties




[*] Confidential Treatment Requested









 



6.


	 	 	The New Member acknowledges that the Bank has entered into this deed in reliance on the
representations and warranties in this clause 4.
	 
	5.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales and each of the parties irrevocably and unconditionally submits to the nonexclusive
jurisdiction to the courts of that State.
	 
	6.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as a deed.



Members




	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested









 



7.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of
	 	 	 	 	 	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED
	 	 	 	 	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of
	 	 	 	 	 	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED
	 	 	 	 	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY

	 	 	)	 	 	 	 	 	 	 
	LIMITED is affixed in accordance with its

	 	 	)	 	 	 	 	 	 	 
	articles of association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested









 



8.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of UNIVERSAL

	 	 	)	 	 	 	 	 	 	 
	INSPECTION AND TESTING

	 	 	)	 	 	 	 	 	 	 
	COMPANY PTY LIMITED is affixed in

	 	 	)	 	 	 	 	 	 	 
	accordance with its articles of association in

	 	 	)	 	 	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested









 



9.




	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	H & D METALS PTY LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	New Member
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	)	 	 	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	)	 	 	 	 	 	 	 
	association in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	 	 	Name of director (print)	 	 




[*] Confidential Treatment Requested









 



10.


	 	 	 	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED and DELIVERED

	 	 	)	 	 	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	its attorney under power of attorney

	 	 	)	 	 	 	 	 	 	 
	registered Book      No.

	 	 	)	 	 	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	Attorney	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 	 	 





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11.




SCHEDULE




Members




Simsmetal Limited ACN 008 634 526




Simsmetal Finance Limited ACN 052 931 218




Simsmetal Holdings Pty Limited ACN 000 021 563




Sims Products Holdings Pty Limited ACN 000 090 479




Universal Inspection and Testing Company Pty Limited ACN 000 554 656




Simsmetal Services Pty Limited ACN 000 166 987




Simsmetal (Qld) Pty Limited ACN 009 667 752




H&D Metals Pty Limited ACN 004 332 870




Simsmetal USA Corporation (incorporated in United States of America)




Simsmetal UK Limited (incorporated in United Kingdom)



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ANNEXURE




SIMSMETAL LIMITED

ACN 008 634 526




AND




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124




NEGATIVE PLEDGE




L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 378 4939

Facsimile: (02) 378 4792

DX 1440 Sydney

Ref: GDC 1051071



This and the following 41 pages is the annexure referred to in the deed named “Second Accession and
Amending Deed” dated 21st March 1996 between Simsmetal Limited, Sims Aluminium Pty Limited, the
companies named in schedule 1 to that deed and the Bank




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CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.1 Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.2 Interpretation
	 	 	18	 
	 	 	 
	 	 	 	 
	 	 	1.3 Determination and certificate by Bank conclusive
	 	 	19	 
	 	 	 
	 	 	 	 
	 	 	1.4 Document or Agreement
	 	 	19	 
	 	 	 
	 	 	 	 
	 	 	1.5 Current Accounting Practice
	 	 	19	 
	 	 	 
	 	 	 	 
	2.	 	FINANCIAL ACCOMMODATION
	 	 	20	 
	 	 	 
	 	 	 	 
	 	 	2.1 No Obligation
	 	 	20	 
	 	 	 
	 	 	 	 
	 	 	2.2 Applicable to all Sims Indebtedness
	 	 	20	 
	 	 	 
	 	 	 	 
	 	 	2.3 Overriding Terms
	 	 	20	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	3.	 	NEGATIVE PLEDGE AND RESTRICTION ON DISPOSAL OF ASSETS
	 	 	20	 
	 	 	 
	 	 	 	 
	4.	 	FINANCIAL RATIOS
	 	 	21	 
	 	 	 
	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 	 	21	 
	 	 	 
	 	 	 	 
	 	 	5.1 Representations and warranties
	 	 	21	 
	 	 	 
	 	 	 	 
	 	 	5.2 Reliance on representations and warranties
	 	 	23	 
	 	 	 
	 	 	 	 
	6.	 	GENERAL UNDERTAKINGS
	 	 	24	 
	 	 	 
	 	 	 	 
	 	 	6.1 General Undertakings
	 	 	24	 
	 	 	 
	 	 	 	 
	 	 	6.2 Term of Undertakings
	 	 	29	 
	 	 	 
	 	 	 	 
	7.	 	EVENTS OF DEFAULT
	 	 	29	 
	 	 	 
	 	 	 	 
	 	 	7.1 Events of Default
	 	 	29	 
	 	 	 
	 	 	 	 
	 	 	7.2 New Related Party
	 	 	33	 
	 	 	 
	 	 	 	 
	8.	 	ADDITIONAL MEMBERS
	 	 	34	 
	 	 	 
	 	 	 	 
	9.	 	PROCUREMENT AND RETIREMENT OF MEMBERS
	 	 	34	 
	 	 	 
	 	 	 	 
	10.	 	BANK’S ACCOUNTS
	 	 	35	 
	 	 	 
	 	 	 	 
	11.	 	EXPENSES
	 	 	35	 
	 	 	 
	 	 	 	 
	12.	 	STAMP DUTIES
	 	 	36	 
	 	 	 
	 	 	 	 
	 	 	12.1 Stamp Duties
	 	 	36	 
	 	 	 
	 	 	 	 
	 	 	12.2 Other Duties
	 	 	36	 
	 	 	 
	 	 	 	 
	 	 	12.3 Indemnity
	 	 	36	 
	 	 	 
	 	 	 	 
	13.	 	WAIVERS, REMEDIES CUMULATIVE
	 	 	36	 






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ii




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE	 
	 	 	13.1 Failure or Delay
	 	 	36	 
	 	 	 
	 	 	 	 
	 	 	13.2 Rights Cumulative
	 	 	36	 
	 	 	 
	 	 	 	 
	14.	 	SEVERABILITY OF PROVISIONS
	 	 	37	 
	 	 	 
	 	 	 	 
	15.	 	SURVIVAL OF REPRESENTATIONS AND INDEMNITIES
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	15.1 Survival
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	15.2 Continuing Obligation
	 	 	37	 
	 	 	 
	 	 	 	 
	16.	 	MORATORIUM LEGISLATION
	 	 	37	 
	 	 	 
	 	 	 	 
	17.	 	CONTINUING DEED
	 	 	37	 
	 	 	 
	 	 	 	 
	18.	 	ASSIGNMENTS
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	18.1 Assignment by Members
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	18.2 Assignment by Bank
	 	 	38	 
	 	 	 
	 	 	 	 
	19.	 	SET-OFF
	 	 	38	 
	 	 	 
	 	 	 	 
	 	 	19.1 Set-off
	 	 	38	 
	 	 	 
	 	 	 	 
	 	 	19.2 Currency Exchanges
	 	 	38	 
	 	 	 
	 	 	 	 
	20.	 	NOTICES
	 	 	38	 
	 	 	 
	 	 	 	 
	 	 	20.1 Address for and method of service
	 	 	38	 
	 	 	 
	 	 	 	 
	 	 	20.2 Time of notice
	 	 	39	 
	 	 	 
	 	 	 	 
	 	 	20.3 Validity of notice
	 	 	39	 
	 	 	 
	 	 	 	 
	21.	 	GOVERNING LAW AND JURISDICTION
	 	 	39	 
	 	 	 
	 	 	 	 
	 	 	21.1 Governing law
	 	 	39	 
	 	 	 
	 	 	 	 
	 	 	21.2 Submission to jurisdiction
	 	 	40	 
	 	 	 
	 	 	 	 
	22.	 	ACKNOWLEDGMENT BY MEMBERS
	 	 	40	 
	 	 	 
	 	 	 	 
	23.	 	COUNTERPARTS
	 	 	40	 
	 	 	 
	 	 	 	 
	24.	 	ATTORNEYS
	 	 	40	 
	 	 	 
	 	 	 	 
	25.	 	INCONSISTENCY WITH OTHER TRANSACTION DOCUMENTS
	 	 	40	 
	 	 	 
	 	 	 	 
	26.	 	PARTIES BOUND
	 	 	40	 
	 	 	 
	 	 	 	 
	SCHEDULE 1 - Members
	 	 	41	 
	 	 	 
	 	 	 	 
	SCHEDULE 2
	 	 	42	 






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NEGATIVE PLEDGE




THIS DEED is made the 21st day of March 1996




BETWEEN



SIMSMETAL LIMITED ACN 008 634 526 of Level 6, Simsmetal House, 41 McLaren Street, North Sydney, New
South Wales (“Sims” and a “Member” of the “Sims Group”)




AND




THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the “Sims Group”)




AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney in the State of New South
Wales (“Bank”)




WHEREAS:





	A.	 	The Bank has agreed to provide financial accommodation to Members of the Sims Group by way of
various forms of facilities including foreign currency and trade finance on the terms and
subject to the conditions relating to such accommodation including, without limitation, the
Facility Agreement.






	B.	 	In consideration of the Bank agreeing to provide such accommodation the Members have agreed
to enter into this Deed.





NOW IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	When used in this Deed (including the recitals) the following terms shall have the following
meanings unless the subject or the context otherwise requires:






	 	 	 	 	 	 	 
	“Assets”	 	-	 	of any party, all or any of its assets,
undertakings or revenues both present and future,
including without limitation, its uncalled capital
and called but unpaid capital;
	 
	 	 	 	 	 	 
	“Associate”	 	-	 	has the meaning given to the term “related party”
in Approved Accounting Standard AASB1017: Related
Party Disclosures;
	 
	 	 	 	 	 	 
	“AUD and Australian Dollars”	 	-	 	the lawful currency for the time being of Australia;






[*] Confidential Treatment Requested




 









 





2.



	 	 	 	 	 	 	 
	“Auditor”	 	-	 	the auditor or auditors for the time being of the Sims Group;
	 
	 	 	 	 	 	 
	“Authorisation”	 	 	 	includes:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	any consent, authorisation, registration,
filing, agreement, notarisation, certificate,
permission, licence, approval, authority or
exemption from, by or with a Governmental Agency;
or
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	in relation to anything which will be
prescribed or restricted in whole or part by law if
a Governmental Agency intervenes or acts in any way
within a specified period after lodgment, filing,
registration or notification, the expiry of such
period without such intervention or action;
	 
	 	 	 	 	 	 
	“Authorised Officer”

	 	 	 	(a)
	 	in respect of a Member, any person, or any
person holding any position, from time to time
nominated as an Authorised Officer by the Member by
notice to the Bank, such notice to be accompanied
by certified copies of the signatures of all new
persons so appointed and if no such notice is
given, means any person who is an “officer” of the
Member within the meaning given in the Corporations
Law; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	in respect of the Bank, any officer of the Bank
whose title of office is or includes the word
“Manager” (including any person acting in any such
office);
	 
	 	 	 	 	 	 
	“Bill”	 	-	 	a “bill of exchange” as defined in the Bills of
Exchange Act 1909 of the Commonwealth of Australia
or a bill which may be treated by the holder as a
bill of exchange under section 10 of that Act (but
shall not include cheques);






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3.




	 	 	 	 	 	 	 	 	 
	“Business Day”	 	-	 	a day (other than a Saturday or Sunday) on which
trading banks are open for business in Sydney;
	 
	 	 	 	 	 	 	 	 
	“Capitalised Rent”	 	-	 	in respect of a Finance Lease, at any time, the
aggregate of:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	the greater of:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)
	 	the then present value (determined in a manner
and on assumptions accepted by the Auditor) of all
unpaid rent or other periodic payments (whether or
not accrued) and the residual value to be paid
under the Finance Lease; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	the then termination value (whatever called)
of the Finance Lease (being the amount which would
be paid under that Finance Lease if it was
terminated as a result of a default by the lessee);
and
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	any other amount payable under any document
associated with a Finance Lease;
	 
	 	 	 	 	 	 	 	 
	“Collateral Security”	 	-	 	any Security Interest, Guarantee or other
document or agreement at any time created or
entered into as security for any Sims Indebtedness,
whether or not it also secures any other Financial
Indebtedness;
	 
	 	 	 	 	 	 	 	 
	“Commonwealth Bank Group”	 	-	 	includes the Bank, any bank constituted under the
Commonwealth Banks Act 1959 and any corporation,
all the shares of which are held by one or more of
the Bank and/or such banks;
	 
	 	 	 	 	 	 	 	 
	“Contingent Liability”	 	-	 	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 other than a Member of
the Sims Group;






[*] Confidential Treatment Requested




 









 





4.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	“control”	 	-	 	has the meaning given to that term in Approved
Accounting Standard AASB 1017: Related Party
Disclosures;
	 
	 	 	 	 	 	 
	“Corporations Law”	 	-	 	the Corporations Law of each Australian
jurisdiction in relation to the Members
incorporated in an Australian jurisdiction and the
equivalent legislation in any relevant jurisdiction
for each Member incorporated outside Australia;
	 
	 	 	 	 	 	 
	“Current Assets”	 	-	 	at any time, those of the Total Tangible Assets
which are current assets at that time as determined
in accordance with accounting principles and
practices generally accepted in Australia
consistently applied;
	 
	 	 	 	 	 	 
	“Current Liabilities” 	 	-	 	at any time, those of the secured and unsecured
liabilities and other items falling within the
definition of Total Indebtedness at that time which
are current liabilities as determined in accordance
with accounting principles and practices generally
accepted in Australia consistently applied, except
that current liabilities shall not include any
liability to repay principal, to provide cash cover
for maturing Bills, or in relation to any
Guarantee, where the relevant financial
accommodation was provided under a credit facility
(not being an on demand facility) having a term
expiring not less than 12 months after the date at
which an examination is being made to determine
Current Liabilities and where the Financial
Indebtedness outstanding under that credit facility
has not become due and payable prior to its stated
maturity (whether upon default or through the
exercise of an optional right of prepayment or
termination or otherwise);
	 
	 	 	 	 	 	 
	“Deed”	 	-	 	this deed as varied or amended from time to time;
	 
	 	 	 	 	 	 
	“Deed of Warranty”	 	-	 	the deed of warranty and indemnity dated 22
September 1991 between NZFP Resources Limited,
Carter Holt Harvey Limited and Sims;






[*] Confidential Treatment Requested




 









 





5.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	“Director”	 	-	 	has the meaning given to that term in Approved
Accounting Standard AASB 1017: Related Party
Disclosures;
	 
	 	 	 	 	 	 
	“entity”	 	-	 	a legal, administrative or fiduciary arrangement,
organisational structure or other party (including
a person) having the capacity to deploy resources
in order to achieve objectives;
	 
	 	 	 	 	 	 
	“Event of Default”	 	-	 	any event specified in clause 7.1;
	 
	 	 	 	 	 	 
	“Exchange Rate”	 	-	 	the rate of exchange referred to in clause
6.1(d)(ii);
	 
	 	 	 	 	 	 
	“Excluded Member”	 	-	 	each of Sims Bird Limited and Sims Rush Pty
Limited at any time when the Bank holds security
over the respective company’s Assets;
	 
	 	 	 	 	 	 
	“Facility Agreement”	 	-	 	the agreement named “Facility Agreement” dated 29
October 1991 between Sims Finance and Sims USA as
borrower and the Bank, as varied by:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	letters dated 4 February, 10 June and 29 July
1993 from the Bank;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the agreement named “Amending Agreement” dated
14 March 1994 between Sims Finance, Sims USA and
the Bank;
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	the agreement named “Second Amending Agreement”
dated 29 April 1994 between Sims Finance, Sims USA,
Sims UK and the Bank; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	the agreement named “Third Amending and
Accession Agreement” dated 21st March 1996 between
Sims, Sims Finance, Sims USA, Sims UK, the Bank and
the companies named in schedule 1 to that
agreement;
	 
	 	 	 	 	 	 
	“Finance Lease”	 	-	 	any lease referred to in paragraph (c) of the
definition of Financial Indebtedness where the
lessee is a Member of the Sims Group;






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6.




	 	 	 	 	 	 	 	 	 
	“Financial Indebtedness”	 	-	 	any indebtedness, present or future, actual or
contingent under or in respect of moneys borrowed
or raised or any financial accommodation
whatsoever, including (without limiting the
generality of the foregoing):
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	under or in respect of any Guarantee, Bill,
promissory note or any acceptance, indorsement
and/or any discounting arrangement;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	par value, premium and dividend (whether or not
declared, and whether or not there are sufficient
profits or other moneys for payment) of any
redeemable share or stock or any share or stock
which is the subject of a put option against a
Related Party;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(c)	 	in respect of any Lease:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)
	 	where the term of the Lease is not less than 75
% of the estimated economic life of the relevant
property;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	where the present value of the payments under
the Lease (calculated including any tax benefit to
the lessor as rent) at the commencement of the term
of the Lease exceeds 90% of the lower of the market value and the purchase price of the property at the
commencement of that term;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	where the lessee has any right or any
expectation (whether or not legally binding) of
acquiring any interest in the relevant property
(other than a possessory interest during the term
and any renewal) or the






[*] Confidential Treatment Requested





 








 




7.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	lessee has any right to
direct the manner of disposal or to appoint a
person to dispose of the property at the expiry of
the term of the Lease and any renewal; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv)
	 	which under generally accepted accounting
principles applicable to the relevant lessee, would
be required to be capitalised on the balance sheet
of the lessee;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(d)	 	the deferred purchase price (for more than 90
days) of any asset or service and any related
obligation; or
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(e)	 	in respect of any obligation to deliver goods
or services which are paid for in advance by a
financier or which are paid for in advance in
connection with any financing transaction;
	 
	 	 	 	 	 	 	 	 
	“Fixed Charges”	 	-	 	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 (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, Bill, 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






[*] Confidential Treatment Requested




 









 





8.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c)	 	dividends paid, accrued or scheduled to be paid
or accrued on a consolidated basis in respect of
shares or stock referred to in paragraph (b) of the
definition of Financial Indebtedness during the
relevant period.
	 
	 	 	 	 	 	 	 	 
	“Governmental Agency”	 	-	 	any government or any governmental,
semi-governmental or judicial entity or authority;
	 
	 	 	 	 	 	 	 	 
	“Group Guarantee”	 	-	 	the deed of that name dated 21st March 1996 and
made between Sims, Sims Finance, Sims USA, Sims UK
and the other companies named in schedules 1 and 2
of that deed as guarantors and debtors and the
Bank;
	 
	 	 	 	 	 	 	 	 
	“Guarantee”	 	-	 	any guarantee, indemnity, letter of credit or
suretyship, or any other obligation (whatever
called and of whatever nature):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)	 	to pay, to purchase, to provide funds (whether
by the advance of money, the purchase of or
subscription for shares or other securities, the
purchase of Assets, rights or services, or
otherwise) for the payment or discharge of;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)	 	to indemnify against the consequences of
default in the payment of or compliance with the
terms of, or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(c)	 	otherwise to be responsible for,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	any obligation or indebtedness, any dividend,
capital or premium on shares or stock, or the
insolvency or the financial condition of any other
person;
	 
	 	 	 	 	 	 	 	 
	“Guaranteed Share”	 	-	 	any share or stock issued by a Member where the
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 or a Guarantee
of another person who will have recourse in respect
of its liability under that Guarantee directly or
indirectly to a Member or its Assets (other than as
a shareholder);






[*] Confidential Treatment Requested




 









 





9.




	 	 	 	 	 	 	 	 	 
	“Intangible Assets”	 	-	 	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”	 	-	 	the most recently prepared audited consolidated
balance sheet of the Sims Group 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;
	 
	 	 	 	 	 	 	 	 
	“Lease”

	 	 	 	(a)	 	any lease, charter or hiring arrangement of any
property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)	 	any other agreement under which any property is
or may be used or operated by a person other than
the owner; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(c)	 	any agreement under which any property is or
may be managed or operated for or on behalf of the
owner or another person by a person other than the
owner, and the operator or manager or its Related
Party (whether in the same or another agreement) is
required to make or assure minimum, fixed and/or
floating rate payments of a periodic nature, (other
than agreements under which the manager of a joint
venture uses assets owned by the joint venturers on
behalf of the joint venture);
	 
	 	 	 	 	 	 	 	 
	“Liquidation”	 	-	 	includes official management, compromise,
arrangement, merger, amalgamation, reconstruction,
winding up and dissolution, assignment for the
benefit of creditors generally, arrangement or
compromise with creditors;
	 
	 	 	 	 	 	 	 	 
	“Material Adverse Effect”	 	-	 	a material adverse effect upon the ability of any
Member to perform its material obligations under
any Transaction Document;






[*] Confidential Treatment Requested




 









 





10.




	 	 	 	 	 	 	 	 	 
	“Member”	 	-	 	Sims, each company named in Schedule 1 and any
other entity which becomes an Additional Member
under clause S and/or clause 17 of the Facility
Agreement but shall not include the entities listed
in Schedule 2 (subject to clause 9(b)(iii));
	 
	 	 	 	 	 	 	 	 
	“Operating Cashflow”	 	-	 	for any period with respect to the Sims Group
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	Operating Profit;	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	depreciation expenses;	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	amortisation expenses;	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	net Working Capital movements; and	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(e)
	 	cash receipts of extraordinary items,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	after deducting:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(f)
	 	payments of tax based on income;	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(g)
	 	capital expenditure; and	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(h)
	 	cash disbursements of extraordinary items;	 	 
	 
	 	 	 	 	 	 	 	 
	“Operating Profit”	 	-	 	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;	 	 
	 
	 	 	 	 	 	 	 	 
	“Related Party”	 	-	 	has the meaning given to the term “related party”
in paragraphs (a) — (e) inclusive of Approved
Accounting Standard AASB1017: Related Party
Disclosures;
	 
	 	 	 	 	 	 	 	 
	“Scheduled Payments”	 	-	 	for any period, the capital repayments scheduled
to be made by Sims Finance under the Facility
Agreement during that period;






[*] Confidential Treatment Requested




 









 





11.




	 	 	 	 	 	 	 	 	 
	“Secured Indebtedness”	 	-	 	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,
assignment by way of security, hypothecation, trust
arrangement, encumbrance or any security or
preferential interest or arrangement of any kind
(including, without limitation, retention of title
and any deposit of money by way of security);
	 
	 	 	 	 	 	 	 	 
	“Shareholders’ Funds”	 	-	 	Total Tangible Assets less Total Indebtedness;
	 
	 	 	 	 	 	 	 	 
	“Sims Finance”	 	-	 	Simsmetal Finance Limited ACN 052 931 218 of 41
McLaren Street, North Sydney;
	 
	 	 	 	 	 	 	 	 
	“Sims Group”	 	-	 	the Members and the companies specified in
Schedule 2;
	 
	 	 	 	 	 	 	 	 
	“Sims Indebtedness”	 	-	 	all moneys from time to time owing or payable to
or for the account of the Bank, either actually or
contingently and on any account whatsoever, by any
Member or Members of the Sims Group, either alone
or jointly with others, under or in relation to any
Transaction Document;
	 
	 	 	 	 	 	 	 	 
	“Sims UK”	 	-	 	Simsmetal UK Limited, a company incorporated in
the United Kingdom;
	 
	 	 	 	 	 	 	 	 
	“Sims USA”	 	-	 	Simsmetal USA Corporation, a company incorporated
in the State of Delaware in the United States of
America;
	 
	 	 	 	 	 	 	 	 
	“Simsmetal Industries Limited”	 	-	 	the company known as “Simsmetal Industries
Limited” incorporated in New Zealand;
	 
	 	 	 	 	 	 	 	 
	“Simsmetal Limited (Hong Kong)”	 	-	 	the company known as “Simsmetal Limited”
incorporated in Hong Kong;
	 
	 	 	 	 	 	 	 	 
	“Tangible Assets”	 	-	 	all Assets other than Intangible Assets;
	 
	 	 	 	 	 	 	 	 
	“Tax”	 	-	 	includes any tax, levy, impost, deduction,
charge, rate, duty, compulsory loan or withholding
which is levied or imposed by a Governmental
Agency, including (without limitation) any
withholding, income, stamp or






[*] Confidential Treatment Requested




 









 




12.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	transaction tax, duty
or charge together with any interest, penalty,
charge, fee or other amount imposed or made on or
in respect of any of the foregoing;
	 
	 	 	 	 	 	 	 	 
	“Total Indebtedness” 	 	-	 	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 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 the latest audited balance
sheet of that entity;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	the unrepaid principal (or its equivalent) of
any Financial Indebtedness (including the
Capitalised Rent under each Finance Lease) where
the proceeds or benefits of that Financial
Indebtedness:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)
	 	have been received by any Member, 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
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	are to be received by any Member and the
receipt of such proceeds or benefits has been
underwritten or otherwise assured to the
satisfaction of the Auditor;






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13.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c)	 	the Capitalised Rent under each Finance Lease
as at the date of the Latest Audited Consolidated
Balance Sheet;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(d)	 	the paid up capital amount and accrued but
unpaid dividends of Guaranteed Shares;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	and after:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(e)	 	deducting:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)
	 	the aggregate amount of all secured and
unsecured liabilities of any entity which has
ceased to be a Member since the date of the Latest
Audited Consolidated Balance Sheet and in respect
of which no other Member has any liability; and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	 the aggregate amount of all liabilities which
in the opinion of the Auditor 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”;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(f)	 	eliminating all inter-entity balances among the
Members or any of them (including any Member which
has become one since the date of the Latest Audited
Consolidated Balance Sheet); and
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(g)	 	making such further adjustments






[*] Confidential Treatment Requested




 









 





14.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(including, without limitation, elimination of any double
counting arising in relation to any Guarantee and
the obligation or indebtedness the subject of the
Guarantee) which in the opinion of the Auditor are
appropriate to make a proper determination of the
total amount of the aggregate indebtedness of the
Members.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	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 Financial
Indebtedness 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” 	 	-	 	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 the Bank in its sole and absolute
discretion may from time to time agree, together
with, (unless already included in the Latest
Audited Consolidated Balance Sheet):
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	the aggregate (as disclosed by its latest
audited balance sheet) of the book value of the
Tangible Assets as determined by the Auditor (after
making provisions for depreciation and bad and
doubtful debts and any income yet to mature) of any
entity which has become a Member since the date of
the Latest Audited Consolidated Balance Sheet;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	(i)
	 	the aggregate proceeds of any issue of
shares or stock (including premium) of any






[*] Confidential Treatment Requested




 









 





15.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Member 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 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 with the proceeds of the sale of shares
or units in any entity which has ceased to be a
Member 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 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
the Bank);






[*] Confidential Treatment Requested




 









 





16.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	(e)	 	the proceeds of any Financial Indebtedness
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 has been carried out by an independent
valuer approved by the Bank, the excess (if any) of
the fair value of that Tangible Asset as
established by the valuer over its book value (as
disclosed in the Latest Audited Consolidated
Balance Sheet or, in the case of any entity which
has become a Member since the Latest Audited
Consolidated Balance Sheet, as disclosed in the
latest audited balance sheet of that entity) and as
accepted by the Auditor 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 since the
date of the Latest Audited Consolidated Balance
Sheet, other than Tangible Assets of that entity
which have






[*] Confidential Treatment Requested




 









 





17.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	become assets of another Member 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 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 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 has been carried out by an independent
valuer (whether at the request of the Bank or
otherwise), the excess (if any) of the book value
of that Tangible Assets (as disclosed in the Latest Audited Consolidated Balance Sheet or, in the case
of any entity which has become a Member since the
Latest Audited Consolidated Balance Sheet, as
disclosed in the latest audited balance sheet of
that entity) over its fair value as established by
the valuer and as accepted by the Auditor without
qualification;
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	and after:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(k)	 	eliminating all inter-entity balances among any
of the Sims Group (including any Member 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






[*] Confidential Treatment Requested




 









 





18.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	double counting of assets
or as may be required by the Auditor to enable a
proper determination to be made of the total amount
of the Total Tangible Assets;
	 
	 	 	 	 	 	 	 	 
	“Transaction Document”	 	-	 	this Deed, the Deed of Warranty, the Facility
Agreement, the Group Guarantee, any Collateral
Security and any other agreement or document made
between the Bank and one or more Members from time
to time (including any such agreement or document
to which others are also party) or issued in favour
of the Bank by one or more Members, and any
document or agreement entered into under or for the
purpose of amending or novating any of them;
	 
	 	 	 	 	 	 	 	 
	“Working Capital”	 	-	 	with respect to the Sims Group, all Current
Assets (excluding cash at bank and future income
tax benefits) less the amount of all Current
Liabilities (excluding bank overdrafts and the
current portion of all long term debt repayments);
and
	 
	 	 	 	 	 	 	 	 
	“writing”	 	-	 	and words of like import include all means of
reproducing words in a tangible and permanently
visible form.







	1.2	 	Interpretation






 In this Deed, except to the extent that the subject or the context otherwise requires:




	 	 (a)	 	words denoting the singular number shall include the plural and vice versa;
	 
	 	 (b)	 	words denoting any gender shall include every other gender;
	 
	 	 (c)	 	words denoting persons shall include bodies corporate, government and
governmental authorities and vice versa;
	 
	 	 (d)	 	reference to any legislation or to any provision of any legislation shall
include any modification or re-enactment of, or any legislative provision substituted
for, and all legislation and statutory instruments issued under, such legislation or
such provision;
	 
	 	 (e)	 	headings are for convenience only and shall not affect interpretation;





[*] Confidential Treatment Requested




 









 





19.





	 	 (f)	 	references to paragraphs, annexures, schedules and clauses are references to
paragraphs, annexures, schedules and clauses of this Deed as varied or replaced from
time to time;
	 
	 	 (g)	 	references to States or Territories are references to the States and
Territories of the Commonwealth of Australia;
	 
	 	 (h)	 	references to any document, agreement, licence or other instrument shall be
deemed to include references to such document, agreement, licence or other instrument
as novated, supplemented, varied or replaced from time to time;
	 
	 	 (i)	 	where reference is made to any number value or amount being estimated,
calculated or determined on a day it shall, unless the context or the subject otherwise
requires, be estimated, calculated or determined immediately after close of business on
that day;
	 
	 	 (j)	 	references to the drawing, indorsement, acceptance or other dealing with a Bill
are references to such dealing in accordance with the Bills of Exchange Act 1909 of the
Commonwealth of Australia;
	 
	 	 (k)	 	references to any party to this Deed or any other document or agreement shall
include its successors and permitted assigns;
	 
	 	 (l)	 	the covenants and agreements on their part contained in this Deed shall bind
the Members jointly and severally; and
	 
	 	 (m)	 	references to the “Members” shall be deemed to include a reference to any of
them.






	1.3	 	Determination and certificate by Bank conclusive
	 
	 	 	Except where otherwise provided in this Deed, any determination or certificate by the Bank
shall, in the absence of manifest error, be conclusive and binding upon the Members.
	 
	1.4	 	Document or Agreement
	 
	 	 	In this Deed references to an “agreement” include any Security Interest, Guarantee,
undertaking, deed, agreement or legally enforceable arrangement whether or not in writing
and references to a “document” include any agreement (as so defined) in writing, or any
certificate, notice, instrument or document of any kind.
	 
	1.5	 	Current Accounting Practice
	 
	 	 	Except as otherwise provided in this Deed or as the subject or context may otherwise
require:





[*] Confidential Treatment Requested




 









 





20.





	 	 (a)	 	except to the extent disclosed in such computations and determinations, all
computations and determinations as to financial matters and all financial statements to
be delivered under this Deed shall be made in accordance with accounting standards
applied by, and regulations made under, the Corporations Law and, where not
inconsistent with those standards and regulations, generally accepted Australian
accounting practices and principles for the time being consistently applied; and
	 
	 	 (b)	 	all accounting terms used in this Deed shall have the meanings respectively
ascribed to those terms by those standards, regulations, practices and principles for
the time being.






	2.	 	FINANCIAL ACCOMMODATION
	 
	2.1	 	No Obligation
	 
	 	 	Nothing in this Deed shall impose any obligation on the Bank to provide financial
accommodation to any Member of the Sims Group.
	 
	2.2	 	Applicable to all Sims Indebtedness
	 
	 	 	Unless varied by agreement in writing between the Members and the Bank, the provisions of
this Deed shall apply during such time as there shall be any Sims Indebtedness actually or
contingently owing or payable to or for the account of the Bank by any Member or Members of
the Sims Group.
	 
	2.3	 	Overriding Terms
	 
	 	 	Except where agreed to the contrary between the Members and the Bank, this Deed shall
prevail in the event and to the extent of any inconsistency between this Deed and any other
Transaction Document.
	 
	3.	 	NEGATIVE PLEDGE AND RESTRICTION ON DISPOSAL OF ASSETS
	 
	 	 	Each Member undertakes that, except as the Bank may otherwise consent in writing, it will
not, and will ensure that each other Member of the Sims Group and Simsmetal Industries
Limited will not:






	 	 (a)	 	create, assume, permit or suffer to exist any Security Interest over all or any
of its Assets, except for:






	 	(i)	 	liens arising by operation of law in the ordinary course of
day-to-day business and not securing any Financial Indebtedness where the
relevant Member of the Sims Group duly and punctually pays any indebtedness
secured by such a lien other than indebtedness contested in good faith;
	 
	 	(ii)	 	any Collateral Security; and





[*] Confidential Treatment Requested




 









 





21.





	 	(iii)	 	any Security Interest in respect of Secured Indebtedness not
exceeding 5 % of Total Tangible Assets;






	 	(b)	 	transfer, sell, assign, surrender, convey, lease, lend (other than to Members),
licence, discount or otherwise dispose of, or (subject to paragraph (a) hereof) create
any interest in, all or any part of its Assets (hereinafter called a “Disposal”),
either in a single transaction or in a series of transactions and whether related or
not:






	 	(i)	 	for less than full consideration in money on an arms length
basis; or
	 
	 	(ii)	 	if the subject Assets or part thereof will or may at the
Member’s option be re-acquired by or leased to the Member or if the possession
or use of the subject Assets or part thereof is retained or obtained by the
Member,






	 	 	 	without the consent of the Bank;
	 
	 	(c)	 	notwithstanding anything in clause 3(b) above, transfer, sell, assign,
surrender, convey, lease, lend, licence, discount or otherwise dispose of any Asset to
Simsmetal Industries Limited, or make any financial accommodation available to
Simsmetal Industries Limited (whether by loan, the raising of money, gift or otherwise)
in excess of NZD10,000,000.






	4.	 	FINANCIAL RATIOS
	 
	 	 	Each Member undertakes that it will not and it will ensure that each company specified in
Schedule 2 will not, without the prior written consent of the Bank, at any time while there
is any Sims Indebtedness actually or contingently owing or payable to or for the account of
the Bank, allow, permit or suffer:






	 	(a)	 	Shareholders’ Funds: Shareholders Funds to be less AUD150,000,000;
	 
	 	(b)	 	leverage ratio: Total Indebtedness to exceed 60% of Total Tangible Assets;
	 
	 	(c)	 	debt coverage: the aggregate of the Financial Indebtedness of all Members to
exceed 75% of Shareholders’ Funds;
	 
	 	(d)	 	Fixed Charges cover: Operating Profit for each period of 12 months ending on
or after 30 June, divided by Fixed Charges for the same period, to be less than 2.5; or
	 
	 	(e)	 	Secured Indebtedness: Secured Indebtedness to exceed 5% of Total Tangible
Assets.






	5.	 	REPRESENTATIONS AND WARRANTIES






	5.1	 	Representations and warranties





[*] Confidential Treatment Requested




 









 





22.





	 	 	Each Member makes the following representations and warranties for the benefit of the Bank:






	 	(a)	 	status: it is validly created and existing under relevant laws;
	 
	 	(b)	 	power: it has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
	 
	 	(c)	 	authorisations: it has taken all necessary action to authorise the entry into
and performance of the Transaction Documents to which it is expressed to be a party and
to carry out the transactions contemplated by those documents;
	 
	 	(d)	 	documents binding: each Transaction Document to which it is expressed to be a
party is its valid and binding obligation enforceable in accordance with its terms;
	 
	 	(e)	 	transactions permitted: neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:






	 	(i)	 	any law or treaty or any judgment, ruling, order or decree of
any Governmental Agency binding on it;
	 
	 	(ii)	 	its memorandum or articles of association or other constituent
documents; or
	 
	 	(iii)	 	any other document or agreement which is binding upon it or
its Assets,






	 	 	and, except as may be provided by the Transaction Documents, does not and will not
result in:






	 	(iv)	 	the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
	 
	 	(v)	 	the acceleration or cancellation of any obligation with respect
to any Financial Indebtedness, or anything which constitutes (or which, with
the giving of notice and/or lapse of time would constitute) an event of
default, cancellation event, prepayment event or similar event (whatever
called) under any agreement relating to Financial Indebtedness;






	 	(f)	 	accounts:






	 	(i)	 	the most recent consolidated audited accounts of the Sims Group
give a true and fair view of its and the Members’ state of affairs as at the
date to which they relate and the results of its and the Members’ operations
for the accounting period ended on such date;





[*] Confidential Treatment Requested




 









 




23.



	 	(ii)	 	there has been no change in its and the Sims Group’s state of
affairs since such date which may have a Material Adverse Effect;
	 
	 	(iii)	 	those accounts have been prepared in accordance with paragraph
1.5(a); and
	 
	 	(iv)	 	there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;






	 	(g)	 	no litigation: no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
	 
	 	(h)	 	no default:






	 	(i)	 	it is not in default under any document or agreement binding on
it or its Assets which relates to Financial Indebtedness or is material; and
	 
	 	(ii)	 	nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation event,
prepayment event or similar event (whatever called) under any such document or
agreement;






	 	(i)	 	Authorisations: all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to ensure the
validity and enforceability of the Transaction Documents to which it is a party and the
transactions contemplated by those documents, have been obtained or effected and are in
full force and effect;
	 
	 	(j)	 	no misrepresentation: all information provided by it to the Bank in or in
connection with the Transaction Documents is true in all material respects as at the
date of this Deed and is not, by the omission of information or otherwise, misleading;
	 
	 	(k)	 	no undisclosed agreements: there are in existence no documents or agreements
which have not been disclosed to the Bank and which are material in the context of the
Transaction Documents; and
	 
	 	(l)	 	title: none of its Assets is subject to any Security Interest which is not
permitted by clause 3 or to any agreement to give such a Security Interest.






	5.2	 	Reliance on representations and warranties
	 
	 	 	Each Member acknowledges that the Bank has entered this Deed and has entered and will enter
the other Transaction Documents in reliance on the representations and warranties in this
clause 5.





[*] Confidential Treatment Requested




 









 




24.



	6.	 	GENERAL UNDERTAKINGS
	 
	6.1	 	General Undertakings
	 
	 	 	Each Member undertakes as follows, except to the extent that the Bank otherwise approves:






	 	 (a)	 	corporate reporting and information: it will furnish to the Bank:






	 	(i)	 	annual accounts: as soon as practicable (and in any event not
later than 90 days) after the close of each of its financial years, copies of
the Latest Audited Consolidated Balance Sheet and its audited profit and loss
account and, upon request by the Bank, its unconsolidated audited balance sheet
and profit and loss account;
	 
	 	(ii)	 	semi-annual accounts: as soon as practicable (and in any event
not later than 60 days) after the first half of each of its financial years,
copies of the Sims Group’s consolidated unaudited balance sheet and profit and
loss account in respect of such half-year;
	 
	 	(iii)	 	compliance certificates:






	 	(A)	 	as soon as practicable (and in any event not
later than 60 days) after the close of each financial year; and
	 
	 	(B)	 	as soon as practicable (and in any event not
later than 45 days) after the first half of each financial year,






	 	 	 	a statement signed by two Directors and a certified minute of the Board of
Directors of Sims confirming that in their opinion the negative pledge and
asset disposal restrictions in clause 3, the financial ratios in clause 4
and all other terms and conditions of the Transaction Documents have been
complied with during the relevant period;






	 	(iv)	 	management accounts: as soon as practicable (and in any event
not later than 60 days) after the end of each half year management accounts
relating to the Sims Group specifying:






	 	(A)	 	half yearly, year-to-date and budget figures in
respect of the profit and loss account and cash flow;
	 
	 	(B)	 	a balance sheet as at the end of the relevant
half year;
	 
	 	(C)	 	detailed calculations demonstrating compliance
with the covenants in clause 4.






	 	(v)	 	projections: as soon as practicable (and in any event not
later than 90 days) after the end of each financial year, annual projected
profit and loss





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25.





	 	 	 	and cash flows on a quarterly basis for the next 12 months, projecting
expected capital expenditure requirements;






	 	(vi)	 	Auditor’s certificate: as soon as practicable (and in any
event not later than 90 days) after the close of each of its financial years a
statement signed by the Auditor confirming that in his opinion the negative
pledge and asset disposal restrictions in clause 3 and financial ratios in
clause 4 have been complied with during the relevant financial year;
	 
	 	(vii)	 	documents issued to shareholders: promptly, all documents
issued by each Member as required by applicable law to its shareholders or
unitholders, as the case may be, except:






	 	(A)	 	notices of annual general meetings; and
	 
	 	(B)	 	the documents required to be distributed under
section 315 of the Corporations Law,






	 	 	 	unless there is any business to be conducted at an annual general meeting
other than approval of the accounts made out in accordance with Division 4
of Part 3.6 of the Corporations Law for the last financial year, in which
case a copy of the relevant notice of meeting shall be furnished to the
Bank;






	 	(viii)	 	prospectuses: a copy of any prospectus or other document intended for public
release, released by a Member, relating to the issue of any security to the
public, promptly following its release;
	 
	 	(ix)	 	Deed of Warranty: copies of all notices given or received
pursuant to the provisions of the Deed of Warranty, including, without
limitation, a copy of each Environmental Plan (as defined in the Deed of
Warranty) forthwith upon preparation thereof, and
	 
	 	(x)	 	other information: upon request, such other information,
including, without limitation, copies of any valuations obtained, in relation
to its and the Sims Group’s financial condition or business (including, without
limitation, such information as will enable the Bank at any time to determine
compliance with clauses 3 and 4) as the Bank may reasonably request;






	 	(b)	 	accounting principles: it will ensure that each balance sheet and profit and
loss account furnished to the Bank under paragraphs (a)(i) and (a)(ii) shall:






	 	(i)	 	be prepared in accordance with paragraph 1.5(a); and
	 
	 	(ii)	 	give a true and fair view of the state of affairs of the
relevant entity and the result of its operations, as at the date, and for the
period ending on the date, to which such accounts are prepared;





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26.





	 	(c)	 	Authorisations: it will use its best endeavours to ensure that all
Authorisations required for the validity, enforceability and performance of its
obligations under the Transaction Documents are obtained and promptly renewed and
maintained in full force and effect and it will promptly provide copies to the Bank
when they are obtained or renewed;
	 
	 	(d)	 	notice to Bank: it will give notice to the Bank as soon as it becomes aware of
the same of:






	 	(i)	 	any Event of Default or event which with the giving of notice
or passage of time, or both, would constitute an Event of Default;
	 
	 	(ii)	 	all litigation, arbitration or similar proceedings to which any
Member is a party involving a claim in excess of AUD2,500,000 (or, where the
claim is denominated in a currency other than Australian Dollars, the
equivalent in that currency of AUD2,500,000, calculated at the Bank’s spot rate
for the purchase of that currency with Australian Dollars two Business Days
beforehand);
	 
	 	(iii)	 	any proposal by any Governmental Agency to acquire
compulsorily the whole or a substantial part of the Assets or business of a
Member;
	 
	 	(iv)	 	any substantial dispute between any Member and any Governmental
Agency
	 
	 	(v)	 	the appointment of an inspector under any companies legislation
to investigate all or any part of the affairs of any Member in relation to a
possible contravention by it of that legislation; and
	 
	 	(vi)	 	any change in its Authorised Officers, giving specimen
signatures of any new Authorised Officer so appointed and any major change in
management or other personnel which may have a significant impact on the
conduct of the business of any Member;






	 	(e)	 	corporate existence: it will, and will ensure that each Member of the Sims
Group will, do all things necessary to maintain its existence in good standing and will
not transfer its jurisdiction of creation or enter into any merger or consolidation
and/or default in a material respect in complying with the provisions of the
Corporations Law;
	 
	 	(f)	 	revaluation: it will, on those occasions when the Bank considers that the
circumstances render it reasonable to do so (and the Bank having its reasons for so
considering), obtain a revaluation of any Tangible Asset by a valuer approved by the
Bank, at its expense;
	 
	 	(g)	 	insurance: it shall maintain and keep in force with good and responsible
insurance companies satisfactory to the Bank and in adequate amounts, all such





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27.





	 	 	 	insurances as would prudently be effected and maintained in the case of an entity
carrying on its business and owning Assets similar to that of the Member;






	 	(h)	 	accounts: it shall maintain proper books of record and account in which full,
true and correct entries will be made of all dealings or transactions of or in relation
to its business and affairs in accordance with generally accepted accounting practices
consistently applied;
	 
	 	(i)	 	reserves: it shall maintain adequate reserves in its books of account for all
appropriate expenses, costs and contingencies in accordance with generally accepted
accounting practices consistently applied including (without limitation) reserves for
all taxes, assessments, charges, levies, claims, doubtful debts, premiums due on
required prepayment, depreciation, obsolescence and amortisation;
	 
	 	(j)	 	inspection: it shall permit the Bank to inspect any of its Assets and to
examine the minute books, books of account and other records reasonably requested by
the Bank and to make copies or take extracts and discuss its affairs, finances and
accounts with its officers and the Auditor during normal business hours and at such
other reasonable times and as often as the Bank may reasonably request;
	 
	 	(k)	 	maintenance of property: it shall maintain, keep and preserve:






	 	(i)	 	all of its Assets in good repair, working order and condition
and from time to time make all necessary and proper repairs, renewals,
replacements and improvements to such Assets; and
	 
	 	(ii)	 	all of its franchises, licences, copyrights, patents, trade
names, trade marks and similar Assets which are material to its business;






	 	 	 	(except where the failure to do so would not have a Material Adverse Effect);






	 	(l)	 	change in ownership or control: it shall notify the Bank in writing as soon as
practicable and in any event within 10 days of it becoming aware of any material change
or an intention to effect a material change in the legal or beneficial ownership of
Sims or a material change in the effective control of Sims;
	 
	 	 	 	For the purposes of this sub-clause 6.1(1) and clause 7.1(q):






	 	(i)	 	“a material change in the legal or beneficial ownership of
Sims” means that a person who is not so entitled at the date of this Deed
acquires a relevant interest (as that term is defined in the Corporations Law)
in 30% or more of the issued share capital of the Member (excluding any part of
that issued share capital that carries no right to participate beyond a
specified amount in the distribution of either profits or capital);
	 
	 	(ii)	 	“a material change in the effective control of Sims” means that
a person who did not have such capacity at the date of this Deed either:





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28.





	 	(a)	 	acquires the capacity to control the
composition of the Board of Directors of Sims; or
	 
	 	(b)	 	is able to cast, or control the casting of,
more than 30% of the maximum number of votes that might be cast at a
general meeting of Sims;






	 	(iii)	 	without limiting by implication the circumstances in which the
composition of the Member’s Board of Directors is to be taken and be controlled
by another person, the composition of Sims’ Board of Directors shall be taken
and be controlled by another person if that other person, by the exercise of
some power exercised with or without the consent of the concurrence of any
other person by that other person, can appoint or remove all or a majority of
the directors, and for the purpose of this sub-clause that other person shall
be deemed to have power to make such an appointment if:






	 	(a)	 	a person cannot be appointed as a director of
Sims without the exercising in his favour by the other person of such a
power; or
	 
	 	(b)	 	a person’s appointment as a director of Sims
follows necessarily, his being a director or other officer of the other
person where the other person is a corporation;






	 	(iv)	 	“a person” includes, without limitation, any two or more bodies
corporate which are related to each other within the meaning of Section 50 of
the Corporations Law and their nominees.






	 	(m)	 	new Related Party: it shall notify the bank in writing as soon as practicable
and in any event within 10 days of it becoming aware of an entity becoming a Related
Party of a Member or it becoming aware of an intention to cause an entity to become a
Related Party of a Member. Such notice shall state whether, at that time, financial
accommodation has been provided by the Bank or any member of the Commonwealth Bank
Group to that entity;
	 
	 	(n)	 	business activities: it shall ensure that the Sims Group maintain secondary
metal recycling, collection and processing and related activities as the core business
activities of the Sims Group;
	 
	 	(o)	 	risk management: it shall only engage in foreign exchange, swap, futures
contracts, forward contracts or similar transactions where such transactions have a
genuine link to the risk management of that Member’s Financial Indebtedness or an
underlying trade transaction;
	 
	 	(p)	 	Board of Directors: to the extent it is able, it must do all things necessary
to ensure that the board of directors of Sims and of it is comprised of persons more
than half of whom:





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29.





	 	(i)	 	are not appointed by, or appointed to represent the interests
of, any substantial shareholder (as that term is defined in Section 708(1) of
the Corporations Law) in Sims; and
	 
	 	(ii)	 	are not Associates of any substantial shareholder (as that term
is defined in Section 708(1) of the Corporations Law) of Sims (other than by
being a director of a Member); and
	 
	 	(iii)	 	are not employed by Sims or any of its subsidiaries;






	 	 (q)	 	Deed of Warranty: it shall ensure that Sims does not assign, encumber or amend
or consent or acquiesce to the assignment, encumbering or amendment of the Deed of
Warranty or its interests thereunder; and
	 
	 	 (r)	 	financial assistance: it will not and it will ensure that each other Member of
the Sims Group will not:






	 	(i)	 	advance money or make available financial accommodation to or
for the benefit of;
	 
	 	(ii)	 	give a Guarantee or Security Interest in connection with an
obligation or liability of; or
	 
	 	(iii)	 	subscribe for or take equity in the capital of,






	 	 	 	Sims Rush Pty Limited ACN 068 383 675 or Sims Bird Limited (incorporated in the
United Kingdom) for an amount in aggregate in excess of AUD2,000,000.






	6.2	 	Term of Undertakings
	 
	 	 	Each undertaking in this clause shall continue from the date of this Deed until the Sims
Indebtedness is fully and finally paid or repaid, as the case may be, at which time a final
discharge of this Deed will be given to the Members.
	 
	7.	 	EVENTS OF DEFAULT
	 
	7.1	 	Events of Default
	 
	 	 	Upon the occurrence of any of the following:






	 	 (a)	 	non-payment: any Member fails to pay in the manner required any amount due and
payable by it under any Transaction Document on the due date;
	 
	 	 (b)	 	other obligation:






	 	(i)	 	any Member fails to observe or perform any of its other
obligations under this Deed or any other Transaction; and





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30.





	 	(ii)	 	if such failure is capable of remedy, it is not remedied to the
satisfaction of the Bank by the date 14 days after such failure;






	 	 (c)	 	misrepresentation: any representation, warranty or statement made or deemed to
be made by any Member in any Transaction Document or any document delivered under any
Transaction Document proves to have been untrue in any material respect when made or
deemed made;
	 
	 	 (d)	 	cross default:






	 	(i)	 	any Financial Indebtedness in excess of AUD2,500,000 (or, where
the Financial Indebtedness is denominated in a currency other than Australian
Dollars, the equivalent in that currency of AUD2,500,000, calculated at the
Exchange Rate) of any Member becomes due and payable prior to its stated
maturity (other than through the exercise by the Member of an optional or
negotiated right or prepayment, in the absence of continuing default) and is
not paid when due; or
	 
	 	(ii)	 	any stock or share issued by any Member is required to be
redeemed or repurchased in advance of its stated maturity (other than at the
option of the issuer or as agreed between the holder and the relevant issuer,
in the absence of continuing default);






	 	 (e)	 	winding up:






	 	(i)	 	an application (other than a frivolous or vexatious application
for which an application for its dismissal has been made) or an order is made
for the winding up or dissolution of any Member and, in the case of an
application, if contested in good faith is not stayed, discontinued or
withdrawn within 14 days; or
	 
	 	(ii)	 	a resolution is passed for the- winding up or dissolution of
any Member otherwise than for the purposes of a reconstruction or amalgamation
on terms approved by the Bank;






	 	 (f)	 	receiver: a receiver or receiver and manager, official manager, administrator,
trustee or similar officer is appointed to all or any part of the Assets of any Member;
	 
	 	 (g)	 	Security Interests: any Security Interest over any of the Assets of any Member
is enforced for an amount exceeding AUD2,500,000 (or, where the amount for which
enforcement is sought is denominated in a currency other than Australian Dollars, the
equivalent in that currency of AUD2,500,000, calculated at the Exchange Rate);
	 
	 	 (h)	 	execution: a distress, attachment or other execution in an amount of not less
than AUD1,000,000 (or, where the amount for which levy or enforcement is sought is
denominated in a currency other than Australian Dollars, the equivalent in that





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31.





	 	 	 	currency of AUD1,000,000, calculated at the Exchange Rate) is levied or enforced
upon or against any Assets of any Member;
	 
	 	 (i)	 	cessation of business: any Member ceases or threatens to cease to carry on its
business or disposes or threatens to dispose of the whole or a substantial part of its:






	 	(i)	 	business; or
	 
	 	(ii)	 	Assets,






	 	 	 	whether by a single transaction or a series of transactions and whether related or
not (except as permitted under paragraph 3(b) or for the purpose of reorganisation,
merger or consolidation the terms of which have been approved by the Bank) or stops
payment generally and which event, in the opinion of the Bank, may have a Material
Adverse Effect;
	 
	 	 (j)	 	reduction of capital: without the prior written consent of the Bank (such
consent not to be unreasonably withheld) any Member reduces or attempts to reduce its
capital (otherwise than by the redemption of redeemable shares) or passes or takes any
steps to pass a resolution under section 188(2) or 205(10) of the Corporations Law or
any equivalent provision or any Member (being a trust) distributes or attempts to
distribute its capital;
	 
	 	 (k)	 	inspector: an inspector is appointed under any companies or trade practices
legislation to investigate all or any part of the affairs of any Member in relation to
a possible contravention by it of that legislation and the legislation is found to have
been contravened;
	 
	 	 (l)	 	insolvency: any Member is unable to pay its debts when they fall due, or is
deemed unable to pay its debts under any applicable legislation (other than as a result
of a failure to pay a debt or claim which is the subject of a good faith dispute);
	 
	 	 (m)	 	arrangement with creditors: any Member enters into or resolves to enter into
any arrangement, composition or compromise with or assignment for the benefit of its
creditors generally or any class of its creditors or proceedings are commenced to
sanction any such arrangement, composition or compromise other than for the purposes of
a reconstruction or amalgamation on terms approved by the Bank;
	 
	 	 (n)	 	analogous process: anything analogous or having substantially similar effect
to anything referred to in paragraphs (e) to (m) inclusive shall occur with respect to
any Member;
	 
	 	 (o)	 	vitiation of Transaction Documents:





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32.





	 	(i)	 	all or any part of clauses 3 or 4 of this Deed or of any other
material provision of any Transaction Document is terminated or is or becomes
void, illegal, unenforceable or of limited force and effect; or
	 
	 	(ii)	 	any person becomes entitled to terminate, rescind or avoid all
or any material part of any material provision of any Transaction Document
other than in accordance with its terms;






	 	 (p)	 	revocation of Authorisation: any Authorisation of a Governmental Agency which
is essential to the performance by any Member of its obligations under any Transaction
Document or for the validity and enforceability of any Transaction Document is
repealed, revoked or terminated or expires or is modified or amended in a manner
unacceptable to the Bank and is not replaced by another sufficient Authorisation;
	 
	 	 (q)	 	change in ownership or control: the Bank in its absolute discretion at any
time determines that there has been a material change in the legal or beneficial
ownership of Sims or a material change in the effective control of Sims, and the Bank
at any time within 60 days after the date of notification to the Bank of such change
coming into effect by notice in writing to Sims declares the change to be unacceptable;
	 
	 	 (r)	 	material adverse change: any other event or series of events, whether related
or not, occurs (including, without limitation, any material adverse change in the
business, Assets or financial condition of Sims) which in the reasonable opinion of the
Bank may have a Material Adverse Effect,






	    	 	then in any such event, and at any time thereafter, the Bank may by notice to Sims (on
behalf of all the Members):






	 	(A)	 	declare all moneys actually or contingently owing or payable to
or for the account of the Bank by any Member or Members on any account
whatsoever and whether alone or jointly with others to be immediately due and
payable, whereupon the same shall be immediately due and payable, including
without limitation:






	 	(I)	 	an amount equal to the aggregate face value of
all Bills which have been accepted, indorsed and/or discounted by the
Bank and which either have not matured by or mature on the date of that
notice; and
	 
	 	(II)	 	an amount equal to the uncalled face or maximum
amount of any Guarantee issued by the Bank; and/or






	 	(B)	 	cancel any obligation of the Bank to make further advances or
provide further accommodation to any Member or Members; and/or





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33.





	 	(C)	 	declare any Collateral Security to be enforceable whereupon,
subject to the requirements of any applicable legislation, such Collateral
Security shall be immediately enforceable.






	 	 	The Bank shall be deemed to have received any amounts described in paragraph (A) of clause
7.1 in accordance with that clause pending maturity of any outstanding Bill or Guarantee on
terms that such amounts shall be credited to an account in the name of the relevant Member
established by the Bank and that the same shall bear interest at the rate from time to time
payable by the Bank to its customers for a similar term and amount and until each Bill or
Guarantee is presented for payment or until all Bills have matured. On the Maturity Date of
a Bill, or the date for payment of a Guarantee, the Bank must apply the moneys so held by it
towards paying the holder of that Bill or the beneficiary of the Guarantee. On the
satisfaction of all obligations (contingent or otherwise) of the Bank under all Bills and
Guarantees the Bank must repay to the relevant member the amount which the Bank certifies to
be the amount remaining out of the amount so paid (including interest accrued thereon) under
satisfaction of all those obligations and any other obligations of the Members under this
Deed.
	 
	 	 	Any notice given by the Bank pursuant to paragraphs (A), (B) or (C) of clause 7.1 shall be
of no effect if:






	 	(a)	 	it is given because of the occurrence of an event of default specified in
paragraphs (b), (c), (d), (i), (j), (k), (n), (to the extent that it is analogous to
any matter referred to in the preceding paragraphs), (o) or (r); and
	 
	 	(b)	 	within two business days of the notice the relevant Member 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.






	7.2	 	New Related Party






	 	(a)	 	Where, after the date hereof, an entity becomes a Related Party of a Member
and, at such time, financial accommodation has been provided to such entity by the Bank
or any member of the Commonwealth Bank Group (“existing accommodation”), the Bank may,
at any time within 60 days after the notification to the Bank that an entity with
existing accommodation has become a Related Party of a Member, by notice in writing to
that entity or any other Member declare:






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





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34.





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






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






	8.	 	ADDITIONAL MEMBERS
	 
	 	 	Any entity not being a Member of the Sims Group may become a Member (herein called an
“Additional Member”) for the purposes hereof by entering into a deed supplemental hereto in
a form reasonably satisfactory to the Bank (and by satisfying any additional reasonable
requirements of the Bank), whereby the Additional Member agrees to be bound by all the
obligations, representations, warranties and other provisions herein as if it were an
original party hereto, whereupon such Additional Member shall be deemed to be a Member of
the Sims Group for all purposes hereof.






	9.	 	PROCUREMENT AND RETIREMENT OF MEMBERS






	 	(a)	 	Each Member warrants that every entity which is a Related Party of a Member is
a party hereto other than the companies in Schedule 2.
	 
	 	(b)	 	Each Member undertakes that (other than with respect to entities which the Bank
agrees to exclude from this sub-clause):






	 	(i)	 	it shall procure that every entity which becomes a wholly owned
subsidiary of that Member; and
	 
	 	(ii)	 	it shall use reasonable endeavours to procure that every entity
which becomes a Related Party (other than a wholly owned subsidiary of that
Member); and
	 
	 	(iii)	 	in the event that it becomes permissible under relevant New
Zealand law for Simsmetal Industries Limited to become a Member and to fulfil
the requirements set out below in this clause 9(b), Simsmetal Industries
Limited,






	 	 	 	shall become a Member of the Sims Group for the purposes of this Deed in accordance
with clause 8 and shall enter into an accession deed (or accession deeds) in form
and substance reasonably satisfactory to the Bank (and satisfying any additional
reasonable requirements of the Bank) whereby the Additional Member agrees to be
bound by all the obligations, representations, warranties and other provisions of
the Group Guarantee as if it were an original party to that document.





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35.





	 	(c)	 	A Member of the Sims Group shall cease to be a Member for the purposes of this
Deed, and shall be released from all obligations or liabilities under this Deed and
under any agreement supplemental hereto, only in the event of:






	 	(i)	 	such Member ceasing to be a Related Party of all Members of the
Sims Group following the disposal of shares (or the relevant means of control)
by the Members of the Sims Group in such Member, provided that the disposal of
shares and the ceasing of the Member to be a Member for the purposes of this
Deed will not result in a contravention of clause 3 or 4;
	 
	 	(ii)	 	the distribution or transfer to the Members of the Sims Group
in the course of a members’ voluntary winding up or a creditors’ voluntary
winding up (where the only creditors are one or more Members of the Sims Group)
of such Member of such part of the Assets of such Member being wound up as the
Members of the Sims Group are entitled to in proportion to their ownership in
such Member; or
	 
	 	(iii)	 	the Sims Indebtedness being fully paid or repaid to the Bank,
as the case may be, provided that any payment or repayment of the said Sims
Indebtedness which shall at any time hereafter be avoided under any law for the
time being in force relating to the winding up or official management of
companies shall be deemed never to have been made and to that extent that
liability of the Members of the Sims Group in respect of such amount and this
Deed shall subsist to the benefit of the Bank.






	 	(d)	 	The Bank may in its sole and absolute discretion at any time agree to release a
Member from all obligations or liabilities under this Deed and under any agreement
supplemental hereto, whereupon such Member shall cease to be a Member for the purposes
of this Deed and in such event, the Bank shall at the request and cost of such Member
execute and do all such deeds, acts and things as may be reasonably necessary to
release the Member from such obligations and liabilities, provided that any such
agreement to release shall not affect any obligation or liability of any other Member
of the Sims Group.






	10.	 	BANK’S ACCOUNTS
	 
	 	 	The accounts kept by the Bank shall constitute conclusive evidence, in the absence of
manifest error, of the amount at any time due from any Member under any Transaction
Document. The Bank will on request by Sims inform it either orally or in writing (and if
orally, promptly confirmed in writing) of any such amount.
	 
	11.	 	EXPENSES
	 
	 	 	The Members shall on demand reimburse the Bank for:






	 	(a)	 	the reasonable expenses of the Bank (including but not limited to travelling
and out-of-pocket expenses) incurred in connection with the negotiation, preparation,





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	 	 	 	execution and completion of the Transaction Documents and any subsequent consent,
approval, waiver, amendment, variation, release or discharge; and
	 
	 	(b)	 	the expenses of the Bank in connection with the enforcement of, or the
preservation of any rights under, the Transaction Documents including, without
limitation, any reasonable expenses incurred in retaining consultants to evaluate
matters of material concern to the Bank,







	 	 	including in each case external and/or inhouse legal costs and expenses on a solicitor and
client basis.
	 
	12.	 	STAMP DUTIES
	 
	12.1	 	Stamp Duties
	 
	 	 	The Members shall pay all stamp, transaction, registration and similar Taxes (including
fines and penalties) which may be payable or determined to be payable in connection with the
execution, delivery, performance or enforcement of any Transaction Document or any payment
or receipt or any other transaction contemplated by any Transaction Document.
	 
	12.2	 	Other Duties
	 
	 	 	Such Taxes shall include financial institutions duty, bank account debit tax or other Tax
payable by return.
	 
	12.3	 	Indemnity
	 
	 	 	Each Member will indemnify the Bank on demand against any liabilities resulting from delay
or omission to pay such Tax.
	 
	13.	 	WAIVERS, REMEDIES CUMULATIVE
	 
	13.1	 	Failure or Delay
	 
	 	 	No failure to exercise and no delay in exercising any right, power or remedy under any
Transaction Document by the Bank shall operate as a waiver, nor shall any single or partial
exercise of any right, power or remedy preclude any other or further exercise of that or any
other right, power or remedy.
	 
	13.2	 	Rights Cumulative
	 
	 	 	The rights, powers, privileges and remedies provided to the Bank in the Transaction
Documents are cumulative and not exclusive of any rights, powers, privileges or remedies
provided by law.





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37.



	14.	 	SEVERABILITY OF PROVISIONS
	 
	 	 	Without in any way limiting paragraph 7.1(p)(i), any provision of any Transaction Document
which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the prohibition or unenforceability but that shall not
invalidate the remaining provisions of that Transaction Document or affect the provision in
any other jurisdiction.
	 
	15.	 	SURVIVAL OF REPRESENTATIONS AND INDEMNITIES
	 
	15.1	 	Survival
	 
	 	 	All representations and warranties in any Transaction Document shall survive the execution
and delivery of the Transaction Documents and the provision of, or rollover of,
accommodation under any Transaction Document and shall be deemed to be repeated on the
occasion of each such provision or rollover.
	 
	15.2	 	Continuing Obligation
	 
	 	 	Each indemnity in any Transaction Document shall:






	 	(a)	 	be a continuing obligation;
	 
	 	(b)	 	constitute a separate and independent obligation of the party giving the
indemnity from its other obligations under the Transaction Documents; and
	 
	 	(c)	 	survive termination of the relevant Transaction Document.






	16.	 	MORATORIUM LEGISLATION
	 
	 	 	To the full extent permitted by law all legislation which at any time directly or
indirectly:






	 	(a)	 	lessens or otherwise varies or affects in favour of a Member any obligation
under any Transaction Document; or
	 
	 	(b)	 	delays or otherwise prevents or prejudicially affects the exercise by the Bank
of any right, power or remedy conferred by any Transaction Document,
	 
	 	is negatived and excluded from the Transaction Documents.






	17.	 	CONTINUING DEED
	 
	 	 	Subject to clause 9, this Deed shall continue notwithstanding any settlement of account,
intervening payment or other matter or thing whatsoever until a final discharge of this Deed
shall have been given to the Members.
	 
	18.	 	ASSIGNMENTS
	 
	18.1	 	Assignment by Members





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38.





	 	 	No Member shall assign or transfer all or any of its rights or obligations under this Deed
without the prior written consent of the Bank.
	 
	18.2	 	Assignment by Bank
	 
	 	 	The Bank may assign or transfer all or any of its rights or obligations under the
Transaction Documents to another bank or financial institution at any time if:






	 	(a)	 	any necessary prior Authorisation is obtained; and
	 
	 	(b)	 	Sims has given its prior written consent to such transfer or assignment, which
consent:






	 	(i)	 	shall not be unreasonably withheld; and
	 
	 	(ii)	 	will be deemed to have been given if no response is received
within 15 days of a request for such consent.






	19.	 	SET-OFF
	 
	19.1	 	Set-off
	 
	 	 	Each Member severally authorises the Bank (but without obligation on the part of the Bank)
to apply any credit balance in any currency (whether or not matured) in any of its accounts
with any branch in or towards satisfaction of any sum at any time due and payable but unpaid
on its due date by it to the Bank under or in relation to any Transaction Document.
	 
	19.2	 	Currency Exchanges
	 
	 	 	The Bank may effect currency exchanges to implement such a set-off.
	 
	20.	 	NOTICES
	 
	20.1	 	Address for and method of service
	 
	 	 	All notices, requests, demands, consents, approvals, agreements or other communications to
or by a party to this Deed shall:






	 	(a)	 	be in writing and addressed as follows:






	 	(i)	 	if to the Bank, to:




Chief Manager Corporate

Commonwealth Bank of Australia

4th Floor

48 Martin Place

SYDNEY NSW 2000



Facsimile: (02) 378 5081;




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39.





	 	(ii)	 	if to Sims or a Member, to Sims at:




Level 6

Simsmetal House

41 McLaren Street

NORTH SYDNEY NSW 2060



Attention:      Company Secretary



Facsimile:      (02) 9954 9680





	 	 	 	or to such other address or facsimile number as may have previously been notified by
the recipient to the sender or to the usual place of business or registered office
of the recipient last known as such to the sender;






	 	(b)	 	be signed by an Authorised Officer of the sender; and
	 
	 	(c)	 	be deemed to be duly given or made:






	 	(i)	 	(in the case of delivery in person or by post or cable) when
delivered to the recipient at such address; and
	 
	 	(ii)	 	(in the case of facsimile) on the production by the despatching
facsimile machine of a transmission control report showing the relevant number
of pages comprising the relevant document to have been sent to the facsimile
number of the recipient and the result of the transmission as “OK” (or an
equivalent expression) unless the recipient notifies the sender within 24 hours
that the transmission was not received in its entirety in a legible form.






	20.2	 	Time of notice
	 
	 	 	If such notice, request, demand, consent, approval, agreement or other communication is
deemed to have been duly given or made after 4.00 pm in the place to which such
communication is addressed or on a day which is not a working day in that place, it shall be
deemed to have been duly given or made at 9.00 am on the next working day in that place.
	 
	20.3	 	Validity of notice
	 
	 	 	Any such mode of service shall in all respects be valid and effectual notwithstanding that
at the date of such service any Member may be insolvent or absent from the jurisdiction of
its domicile or usual residence or may be in the course of liquidation or wound up and
notwithstanding any other matter or event whatsoever.
	 
	21.	 	GOVERNING LAW AND JURISDICTION
	 
	21.1	 	Governing law





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40.





	 	 	This Deed shall be governed by the laws of New South Wales and each Member submits to the
non-exclusive jurisdiction of its courts.
	 
	21.2	 	Submission to jurisdiction
	 
	 	 	Any Member created outside New South Wales irrevocably nominates Sims at its last known
principal place of business in New South Wales as its agent to receive service of process in
any legal action or proceedings relating to the Transaction Documents in the courts of New
South Wales. If Sims ceases to have an office in New South Wales each Member will ensure
that there will at all times be another person in New South Wales acceptable to the Bank to
receive process on its behalf.
	 
	22.	 	ACKNOWLEDGMENT BY MEMBERS
	 
	 	 	Each Member confirms that:






	 	(a)	 	it has not entered into this Deed in reliance on, or as a result of, any
statement or conduct of any kind of or on behalf of the Bank (including, without
limitation, any advice, warranty, representation or undertaking); and
	 
	 	(b)	 	the Bank is not obliged to do anything (including, without limitation, disclose
anything or give advice), except as expressly set out in the Transaction Documents.






	23.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts. All of those counterparts taken
together shall be deemed to constitute one and the same instrument.
	 
	24.	 	ATTORNEYS
	 
	 	 	Each attorney executing this Deed states that he has no notice of the revocation of his
power of attorney.
	 
	25.	 	INCONSISTENCY WITH OTHER TRANSACTION DOCUMENTS
	 
	 	 	In the event of any inconsistency between this Deed and any other Transaction Document the
provisions of this Deed shall prevail.
	 
	26.	 	PARTIES BOUND
	 
	 	 	Each Member agrees and acknowledges that it is bound by the terms of this Deed and any other
Transaction Document to which it is a party notwithstanding that any party expressed to be a
party to this Deed or any other Transaction Document may not have executed the same.




IN WITNESS whereof this Deed has been duly executed by the parties on the date first mentioned
above.




[*] Confidential Treatment Requested




 









 





41.




SCHEDULE 1




Members




Sims Finance




Simsmetal Holdings Pty Limited ACN 000 021 563




Sims Products Holdings Pty Limited ACN 000 090 479




Universal Inspection & Testing Co Pty Limited ACN 000 554 656




Simsmetal Services Pty Limited ACN 000 166 987




Simsmetal (Q1d) Pty Limited ACN 009 667 752




H&D Metals Pty Limited ACN 004 332 870




Sims USA




Sims UK




Sims Aluminium Pty Limited ACN 004 370 905




[*] Confidential Treatment Requested




 









 





42.




SCHEDULE 2




(Clause 9)




Consolidated Extrusions Pty Limited




Consolidated Extrusions Management Pty Limited




Australian Refined Alloys Pty Limited




Australian Refined Alloys (Sales) Pty Limited




Simon Metal Products Limited (New Zealand)




Simon Metal Products (Sales) Limited (New Zealand)




Simsmetal Industries Limited (New Zealand)




Sims Rush Pty Limited ACN 004 370 905




Sims Bird Limited (incorporated in the United Kingdom)




Simsmetal Limited (Hong Kong)




[*] 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.




DATED 21 SEPTEMBER 2008




THE COMPANIES NAMED IN THE SCHEDULE




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124





THIRD AMENDING DEED

(NEGATIVE PLEDGE AGREEMENT)




 



L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 378 4939

Facsimile: (02) 378 4792

DX 1440 Sydney

Ref: GDC 1170634




[*] Confidential Treatment Requested












 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	Page
	 	 	 
	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.1 Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.2 Interpretation
	 	 	3	 
	 	 	 
	 	 	 	 
	2.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	4	 
	 	 	 
	 	 	 	 
	3.	 	GOVERNING LAW
	 	 	5	 
	 	 	 
	 	 	 	 
	4.	 	COUNTERPARTS
	 	 	5	 
	 	 	 
	 	 	 	 
	SCHEDULE — MEMBERS	 	 	6	 







     -i-     



[*] Confidential Treatment Requested












 




 


     1.




THIRD AMENDING DEED

(NEGATIVE PLEDGE AGREEMENT)



THIS DEED is made the 21 day of September 1998



BETWEEN



THE COMPANIES NAMED IN THE SCHEDULE (each a “Member” of the “Sims Group”)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney in the State of New South
Wales (“Bank”)



RECITALS





	A.	 	Pursuant to the Negative Pledge Agreement, the Members agreed to provide certain covenants in
favour of the Bank in consideration of the Bank agreeing to provide certain financial
accommodation to various Members of the Sims Group.
	 
	B.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner and on the terms
and conditions set out in this deed.




THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this deed, unless the contrary intention appears:





	 	 	 	 	 
	“Effective Date”

	 	-
	 	the date on which all the conditions precedent
set out in clause 3.1 of the Fourth Amending
Agreement have been complied with to the
satisfaction of the Bank;
	 
	 	 	 	 
	“Facility Agreement”

	 	-
	 	the agreement named “Facility Agreement” dated
29 October 1991 between Sims Finance and Sims
USA as borrower and the Bank, as varied by:
	 
	 	 	 	 
	 

	 	 	 	(a)   letters dated 4 February, 10 June and 29
July 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)   the agreement named “Amending Agreement”
dated 14 March 1994 between Sims Finance, Sims
USA and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(c)   the agreement named “Second Amending







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2.


	 	 	 	 	 
	 

	 	 	 	     Agreement” dated 29 April 1994 between Sims
Finance, Sims USA, Simsmetal UK Holdings Limited
(“Sims UK Holdings”) and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(d)    the agreement named “Third Amending and
Accession Agreement” dated 21 March 1996 between
Sims Finance, Sims USA, Sims UK Holdings,
Simsmetal Limited (“Sims”), the companies named
in schedule 1 to that agreement and the Bank;
and

	 
	 	 	 	 
	 

	 	 	 	(e)   the Fourth Amending Agreement;

	 
	 	 	 	 
	“Fourth Amending
Agreement”

	 	-
	 	the agreement of that name dated on or about
the date of this deed between Simsmetal Finance
Limited, Simsmetal USA Corporation, Simsmetal UK
Holdings Limited and Simsmetal Limited as
Borrower, the companies named in schedule 1 to
that agreement as Members and the Bank;
	 
	 	 	 	 
	“Negative Pledge
Agreement”

	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
varied or supplemented by:
	 
	 	 	 	 
	 

	 	 	 	(a)   letters dated 7 April, 1 and 30 September
and 18 November 1992 and 4 February and 10 June
1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)   the deed named “Negative Pledge Amendment
Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 to that
deed;

	 
	 	 	 	 
	 

	 	 	 	(c)   the deed named “Accession Deed” dated 28
April 1994 between the Bank and Sims UK
Holdings; and

	 
	 	 	 	 
	 

	 	 	 	(d)   the deed named “Second Amending and
Accession Deed” dated 21 March 1996 between Sims
and the other companies named in the schedule to
that deed as members, Sims Aluminium Pty Limited
as new member and the Bank.







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3.



	1.2	 	Interpretation
	 
	 	 	In this deed, unless the contrary intention appears:






	 	(a)	 	any reference to “this deed” or “the deed” includes, where the context permits,
a reference to the schedule;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this deed as varied or replaced from
time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Members contained or
implied in this deed bind them and every two or more of them jointly and each of them
severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement has the same
meaning when used in this deed;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement (as amended
by this deed) has the same meaning when used in this deed; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this deed,
then the Bank may withhold that approval, consent or agreement in its absolute
discretion or, where granted, may impose such conditions as the Bank may in its
absolute discretion determine.





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4.



	2.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	2.1	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended as
follows:






	 	(a)	 	insert the following new definitions in clause 1.1:





	 	 	 
	“‘Cash’

	 	cash as disclosed against the heading “Cash” in the consolidated audited and
unaudited balance sheets and profit and loss accounts of the Sims Group
prepared in accordance with clause 1.5(a);
	 
	 	 
	‘Net Debt’

	 	the aggregate of the Financial Indebtedness of all
Members after deducting the aggregate amount of Cash of all Members;”;







	 	(b)	 	delete the definition of “Excluded Member” and insert instead the following new
definition:
	 
	 	 	 	“Excluded Member’ Sims Rush Pty Limited at any time when the Bank holds security
over its Assets;”;






	 	(c)	 	in the definition of “Sims UK” in clause 1.1, delete the words “Simsmetal UK
Limited” and insert instead the words “Simsmetal UK Holdings Limited (formerly known as
Simsmetal UK Limited)”;
	 
	 	(d)	 	in clause 4(b), delete “60%” and insert “70%” instead;
	 
	 	(e)	 	delete clause 4(c) and insert instead the following new clause 4(c):






			
	“debt coverage:	 	the ratio of Net Debt to Shareholders’ Funds to exceed 1:1;”;






	 	(f)	 	in clause 4(d), delete “2.5” and insert “2.0” instead;
	 
	 	(g)	 	in clause 6.1(r):






	 	(i)	 	delete the words “or Sims Bird Limited (incorporated in the
United Kingdom)”; and
	 
	 	(ii)	 	delete “AUD2,000,000” and insert instead “AUD3,000,000”.






	2.2	 	This deed is supplemental to the Negative Pledge Agreement and except to the extent provided
in this deed, the terms and conditions of the Negative Pledge Agreement will continue in full
force and effect and are ratified and confirmed by the parties to this deed.
	 
	2.3	 	Nothing in this deed abrogates, prejudices, diminishes or otherwise adversely affects any
rights, remedies, obligations or liabilities of the parties to the Negative Pledge Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.





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5.



	3.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales and each of the parties irrevocably and unconditionally submits to the non-exclusive
jurisdiction to the courts of that State.
	 
	4.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as a deed.




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6.


SCHEDULE




Members



Simsmetal Limited ACN 008 634 526



Simsmetal Finance Limited ACN 052 931 218



Simsmetal Holdings Pty Limited ACN 000 021 563



Sims Products Holdings Pty Limited ACN 000 090 479



Universal Inspection and Testing Company Pty Limited ACN 000 554 656



Simsmetal Services Pty Limited ACN 000 166 987



Simsmetal (Qld) Pty Limited ACN 009 667 752



H&D Metals Pty Limited ACN 004 332 870



Simsmetal USA Corporation (incorporated in United States of America)



Simsmetal UK Holdings Limited (incorporated in United Kingdom)



Sims Aluminium Pty Limited ACN 004 370 905




[*] Confidential Treatment Requested










 



7.


EXECUTION




Members




	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL UK HOLDINGS LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 






[*] Confidential Treatment Requested










 



8.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY

	 	 	 	 	)	 	 	 	 	 
	LIMITED is affixed in accordance with its

	 	 	 	 	)	 	 	 	 	 
	articles of association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of UNIVERSAL

	 	 	 	 	)	 	 	 	 	 
	INSPECTION AND TESTING

	 	 	 	 	)	 	 	 	 	 
	COMPANY PTY LIMITED is affixed in

	 	 	 	 	)	 	 	 	 	 
	accordance with its articles of association in

	 	 	 	 	)	 	 	 	 	 
	the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 






[*] Confidential Treatment Requested










 



9.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	H&D METALS PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 






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10.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its articles of

	 	 	 	 	)	 	 	 	 	 
	association in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Bank

	 	 	 	 	)	 	 	 	 	 
	 
	SIGNED SEALED and DELIVERED

	 	 	 	 	)	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	its attorney under power of attorney

	 	 	 	 	)	 	 	 	 	 
	registered Book

	 	 	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	of Commonwealth Bank of Australia

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	in the presence of:

	 	 	 	 	)	 	 	Attorney	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 

	 	 






[*] 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.




DATED 22 SEPTEMBER 1999




THE COMPANIES NAMED IN SCHEDULE 1




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124






FOURTH AMENDING DEED

(NEGATIVE PLEDGE AGREEMENT)







L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 9378 4939

Facsimile: (02) 9378 4792

DX 1440 Sydney

Ref: GDC 1587041




[*] Confidential Treatment Requested










 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE
	 	 	 
	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.1 Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.2 Interpretation
	 	 	3	 
	 	 	 
	 	 	 	 
	2.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	4	 
	 	 	 
	 	 	 	 
	3.	 	GOVERNING LAW
	 	 	4	 
	 	 	 
	 	 	 	 
	4.	 	COUNTERPARTS
	 	 	4	 
	 	 	 
	 	 	 	 
	SCHEDULE 1 MEMBERS	 	 	5	 
	 	 	 
	 	 	 	 
	SCHEDULE 2 AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT	 	 	6	 






[*] Confidential Treatment Requested










 



 


FOURTH AMENDING DEED

(NEGATIVE PLEDGE AGREEMENT)



THIS DEED is made on 22 September 1999



BETWEEN



THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the “Sims Group”)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney in the State of New South
Wales (“Bank”)



RECITALS





	A.	 	Pursuant to the Negative Pledge Agreement, the Members agreed to provide certain covenants in
favour of the Bank in consideration of the Bank agreeing to provide certain financial
accommodation to various Members of the Sims Group.
	 
	B.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner and on the terms
and conditions set out in this deed.




THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions




In this deed, unless the contrary intention appears:




	 	 	 	 	 
	“Effective Date”

	 	-
	 	the date on which the Bank notifies
Sims in writing that all the
conditions precedent set out in
clause 3.1 of the Fifth Amending
Agreement have been complied with to
the satisfaction of the Bank;
	 
	 	 	 	 
	“Facility Agreement”

	 	-
	 	the agreement named “Facility
Agreement” dated 29 October 1991
between Sims Finance and Sims USA as
borrower and the Bank, as amended,
supplemented or varied by:
	 
	 	 	 	 
	 

	 	 	 	(a)    letters dated 4 February, 10 June
and 29 July 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)    the agreement named “Amending
Agreement” dated 14 March 1994
between Sims Finance, Sims USA and
the Bank;

	 
	 	 	 	 
	 

	 	 	 	(c)    the agreement named “Second
Amending







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     2




	 	 	 	 	 
	 

	 	 	 	         Agreement” dated 29 April
1994 between Sims Finance, Sims USA,
Simsmetal UK Holdings Limited (“Sims
UK Holdings”) and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(d)    the agreement named “Third
Amending and Accession Agreement”
dated 21 March 1996 between Sims
Finance, Sims USA, Sims UK Holdings,
Simsmetal Limited (“Sims”), the
companies named in schedule 1 to that
agreement and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(e)    the agreement named “Fourth
Amending Agreement” dated 21
September 1998 between, Sims Finance,
Sims USA, Sims UK Holdings and Sims
as Borrower, the companies named in
schedule 1 to that agreement as
Members and the Bank; and

	 
	 	 	 	 
	 

	 	 	 	(f)    the Fifth Amending Agreement;

	 
	 	 	 	 
	“Fifth Amending Agreement”

	 	-
	 	the agreement named “Fifth Amending
Agreement (Multi Option Facility
Agreement)” dated on or about the
date of this deed between Sims
Finance, Sims USA, Sims UK Holdings
and Sims as Borrower, the companies
named in schedule 1 to that agreement
as Members and the Bank;
	 
	 	 	 	 
	“Negative Pledge
Agreement”

	 	-
	 	the deed named “Negative Pledge”
dated 29 October 1991 between the
Bank, Sims and the companies named in
schedule 1 of that deed, as amended,
supplemented or varied by:
	 
	 	 	 	 
	 

	 	 	 	(a)    letters dated 7 April, 1 and 30
September and 18 November 1992 and 4
February and 10 June 1993 from the
Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)   the deed named “Negative Pledge
Amendment Deed” dated 14 March 1994
between the Bank, Sims and the
companies named in schedule 1 to that
deed;

	 
	 	 	 	 
	 

	 	 	 	(c)    the deed named “Accession Deed”
dated 28 April 1994 between the Bank
and Sims UK Holdings;

	 
	 	 	 	 
	 

	 	 	 	(d)   the deed named “Second Amending
and Accession Deed” dated 21 March 1996







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3


	 	 	 	 	 
	 

	 	 	 	between Sims and the other
companies named in schedule to that
deed as Members, Sims Aluminum Pty
Limited as new member and the Bank;
and

	 
	 	 	 	 
	 

	 	(e) 	 	the deed named “Third Amending
Deed (Negative Pledge Agreement)
dated 21 September 1998 between Sims
and the other companies named in the
schedule to that deed as Members and
the Bank.








	1.2	 	Interpretation




In this deed, unless the contrary intention appears:





	(a)	 	any reference to “this deed” or the “the deed” includes, where the context permits, a
reference to the schedule;
	 
	(b)	 	words importing a singular number include the plural and vice versa;
	 
	(c)	 	words importing any gender include every other gender;
	 
	(d)	 	headings are for convenience only and do not affect interpretation;
	 
	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to paragraphs,
sub-clauses, clauses and schedules of this deed as varied or replaced from time to time;
	 
	(f)	 	references to States or Territories are references to all States and Territories of the
Commonwealth of Australia;
	 
	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be done is not a
Business Day such act, matter or thing shall be or be deemed to have been done on or by the
immediately succeeding Business Day;
	 
	(h)	 	references to any agreement, licence or other instrument are taken to mean such agreement,
licence or other instrument as varied or replaced from time to time;
	 
	(i)	 	where reference is made to any number value or amount being estimated calculated or
determined on a day it will unless the context or subject otherwise requires be estimated
calculated or determined immediately after close of business on that day;
	 
	(j)	 	the respective covenants and agreements on the part of the Members contained or implied in
this deed bind them and every two or more of them jointly and each of them severally;
	 
	(k)	 	a term which has a defined meaning in the Facility Agreement has the same meaning when used
in this deed;





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4



	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement (as amended by this deed)
has the same meaning when used in this deed; and
	 
	(m)	 	except where express provision is made to the contrary, whenever the approval, consent or
agreement of the Bank is required under or in connection with this deed, then the Bank may
withhold that approval; consent or agreement in its absolute discretion or, where granted, may
impose such conditions as the Bank may in its absolute discretion determine.






	2.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	2.1	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended in the
manner set out in schedule 2 but without prejudice to any act, matter or thing done or
effected prior to the Effective Date.
	 
	2.2	 	This deed is supplemental to the Negative Pledge Agreement and except to the extent amended
by this deed in the manner set out in schedule 2, the terms and conditions of the Negative
Pledge Agreement will continue in full force and effect and are ratified and confirmed by the
parties to this deed.
	 
	2.3	 	Nothing in this deed abrogates, prejudices, diminishes or otherwise adversely affects any
rights, remedies, obligations or liabilities of the parties to the Negative Pledge Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	3.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales and each of the parties irrevocably and unconditionally submits to the non-exclusive
jurisdiction to the courts of that State.
	 
	4.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.





EXECUTED as a deed.




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5


SCHEDULE 1




MEMBERS



Simsmetal Limited ACN 008 634 526



Simsmetal Finance Limited ACN 052 931 218



Simsmetal Holdings Pty Limited ACN 000 021 563



Sims Products Holdings Pty Limited ACN 000 090 479



Universal Inspection and Testing Company Pty Limited ACN 000 554 656



Simsmetal Services Pty Limited ACN 000 166 987



Simsmetal (Qld) Pty Limited ACN 009 667 752



H&D Metals Pty Limited ACN 004 332 870



Simsmetal USA Corporation (incorporated in United States of America)



Simsmetal UK Holdings Limited (incorporated in United Kingdom)



Sims Aluminum Pty Limited ACN 004 370 905




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6




SCHEDULE 2




AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




Definitions





	1.	 	In the definition of “Facility Agreement”:






	 	(a)	 	in paragraph (c):






	 	(i)	 	insert the word “Holdings” immediately after the letters “UK”;
and
	 
	 	(ii)	 	delete the word “and” at the end of the paragraph;






	 	(b)	 	in paragraph (d), insert:






	 	(i)	 	“21 March” immediately after the word “dated”; and
	 
	 	(ii)	 	the word “Holdings” immediately after the letters “UK”; and






	 	(c)	 	insert the following new paragraphs:






	 	“(e)	 	the agreement named “Fourth Amending Agreement” dated 21
September 1998 between Sims, Sims Finance, Sims USA, Sims UK Holdings, the
companies named in schedule 1 to that agreement and the Bank; and
	 
	 	(f)	 	the agreement named “Fifth Amending Agreement (Multi Option
Facility Agreement)” dated     1999 between Sims, Sims
Finance, Sims USA, Sims UK Holdings, the companies named in schedule 1 to that
agreement and the Bank;”;






	2.	 	In the definition of “Group Guarantee”, insert:






	 	(a)	 	“21 March” immediately after the word “dated”; and
	 
	 	(b)	 	the word “Holdings” immediately after the letters “UK”.






	3.	 	In “Sims UK”, insert the word “Holdings” immediately after the letters “UK”.
	 
	4.	 	Insert the following new definition:





	 	 	 
	“‘Treasury Document’

	 	any currency or interest rate swap agreement, forward interest rate
agreement, foreign exchange agreement or similar agreement made between the Bank and
one or more Members from time to time;”.






General undertakings





	5.	 	Amend clause 6.1(o) to read as follows:





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	 	 	“risk management: it shall only engage in foreign exchange, swap, future contracts, forward
contracts or similar transactions where such transactions are linked to the risk management
(as determined by the risk management policy guidelines set down by the board of directors
of Sims from time to time and provided to the Bank) of that Member’s Financial Indebtedness
or underlying foreign currency exposure;”.






	6.	 	In clause 6.1(r), delete “AUD3,000,000” and insert instead “AUD10,000,000”.





Events of Default





	7.	 	In clause 7.1(a), insert the words “or within an applicable grace period under any
Transaction Document” immediately after the word “date”.
	 
	8.	 	In clause 7.1(b)(i), insert the word “Document” immediately after the word “Transaction”.
	 
	9.	 	At the end of clause 7.1(r), delete the comma and insert instead a semi-colon.
	 
	10.	 	Insert the following new clause 7.1(s):






	 	“(s)	 	Treasury Document: an event of default, termination event or other similar
event occurs under any Treasury Document,”.





Notices





	11.	 	Amend sub-paragraph (i) of clause 20.1(a) to read as follows:






	 	“(i)	 	if to the Bank, to:
	 
	 	 	 	Chief Manager, Institutional Banking

Commonwealth Bank of Australia

5th Floor

120 Pitt Street

SYDNEY NSW 2000
	 
	 	 	 	Facsimile: (02) 9312 4853;”.





Schedule 1





	12.	 	Insert the word “Holdings” immediately after “Sims UK”.





Schedule 2





	13.	 	Immediately after “Sims Rush Pty Limited ACN”, delete the numbers “004 370 905” and insert
instead the numbers “068 383 675”.





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8


EXECUTION




Members




	 	 	 	 	 	 	 
	The COMMON SEAL of SIMSMETAL LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 


	 	 	 	 

	 	 
	Name of director (print)

	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of SIMSMETAL UK 

HOLDINGS LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 






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	The COMMON SEAL of SIMSMETAL FINANCE LIMITED
is affixed in accordance with its articles of
association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of SIMSMETAL 

HOLDINGS PTY LIMITED 
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 






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	The COMMON SEAL of SIMS PRODUCTS 

HOLDINGS PTY
LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 
	 
	The COMMON SEAL of UNIVERSAL INSPECTION AND 

TESTING COMPANY PTY LIMITED
	 	 	 	 	 	 
	is affixed in
accordance with its articles of
	 	 	 	 	 	 
	association in
the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 






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	The COMMON SEAL of SIMSMETAL 

SERVICES PTY
LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of SIMSMETAL 

(QLD) PTY LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 






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	The COMMON SEAL of H&D METALS PTY LIMITED
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 
	The COMMON SEAL of SIMSMETAL 

USA CORPORATION
	 	 	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 	 	 
	association in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 

Name of director (print)
	 	 






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	The COMMON SEAL of SIMS 

ALUMINIUM PTY LIMITED
	 	 	 	 
	is affixed in accordance with its articles of
	 	 	 	 
	association in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director
	 	 
	 
	 	 	 	 
	 

Name of director (print)

	 	 

Name of director (print)
	 	 
	 
	 	 	 	 
	Bank
	 	 	 	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED
	 	 	 	 
	for and on behalf of
	 	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA by
	 	 	 	 
	its attorney under power of attorney registered
	 	 	 	 
	Book     No.     who declares that he is
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Attorney
	 	 
	 
	 	 	 	 
	of Commonwealth Bank of Australia in the presence
of:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of witness

	 	 
	 	 
	 
	 	 	 	 
	 

Name of witness (print)

	 	 
	 	 






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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.




DATED 3RD NOVEMBER 2000




THE COMPANIES NAMED IN SCHEDULES 1 AND 2




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124






FIFTH AMENDING DEED AND

ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)







L E Taylor

Chief Solicitor

Commonwealth Bank Group

10th Floor, Bank House

309 George Street

SYDNEY NSW 2000




Telephone: (02) 9378 4939

Facsimile: (02) 9378 4792

DX 1440 Sydney

Ref: GDC 1791742




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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	1.		 	 	DEFINITIONS AND INTERPRETATION

	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.1 Definitions

	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	1.2 Interpretation

	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	2.		 	 	ACCESSION

	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	3.		 	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT

	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	4.		 	 	REPRESENTATIONS AND WARRANTIES

	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	5.		 	 	GOVERNING LAW

	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	6.		 	 	COUNTERPARTS

	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	SCHEDULE 1 MEMBERS	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	SCHEDULE 2 NEW MEMBERS	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	SCHEDULE 3 AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT	 	 	8	 







     -i-     



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FIFTH AMENDING DEED AND ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)



THIS DEED is made on Third November 2000



BETWEEN



THE COMPANIES NAMED IN SCHEDULE 1 (each a “Member” of the “Sims Group”)



AND



THE COMPANIES NAMED IN SCHEDULE 2 (each a “New Member”)



AND



COMMONWEALTH BANK OF AUSTRALIA ACN 123 123 124 of 48 Martin Place, Sydney in the State of New South
Wales (“Bank”)



RECITALS





	A.	 	Pursuant to the Negative Pledge Agreement, the Members agreed to provide certain covenants in
favour of the Bank in consideration of the Bank agreeing to provide certain financial
accommodation to various Members of the Sims Group.
	 
	B.	 	In accordance with clause 8 of the Negative Pledge Agreement, the Members must procure that
each New Member becomes a party to the Negative Pledge Agreement.
	 
	C.	 	In consideration of the Bank continuing to provide financial accommodation to various Members
of the Sims Group, each New Member has agreed to enter into this deed.
	 
	D.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner and on the terms
and conditions set out in this deed.




THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this deed, unless the contrary intention appears:





	 	 	 	 	 
	“Effective Date”

	 	-
	 	the date of this deed;
	 
	 	 	 	 
	“Facility Agreement”

	 	-
	 	the agreement named “Facility
Agreement” dated 29 October 1991
between Sims Finance and Sims USA as
borrower and the Bank, as amended,
supplemented or varied by:






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     2.




	 	 	 	 	 
	 

	 	 	 	(a)    letters dated 4 February, 10 June
and 29 July 1993 from the Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)    the agreement named “Amending
Agreement” dated 14 March 1994
between Sims Finance, Sims USA and
the Bank;

	 
	 	 	 	 
	 

	 	 	 	(c)    the agreement named “Second
Amending Agreement” dated 29 April
1994 between Sims Finance, Sims USA,
Simsmetal UK Holdings Limited (“Sims
UK Holdings”) and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(d)    the agreement named “Third
Amending and Accession Agreement”
dated 21 March 1996 between Sims
Finance, Sims USA, Sims UK Holdings,
Simsmetal Limited (“Sims”), the
companies named in schedule 1 to that
agreement and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(e)    the agreement named “Fourth
Amending Agreement” dated 21
September 1998 between, Sims Finance,
Sims USA, Sims UK Holdings and Sims
as Borrower, the companies named in
schedule 1 to that agreement as
Members and the Bank;

	 
	 	 	 	 
	 

	 	 	 	(f)    the agreement named “Fifth
Amending Agreement (Multi Option
Facility Agreement)” dated 22
September 1999 between Sims Finance,
Sims USA, Sims UK Holdings and Sims
as Borrower, the companies named in
schedule 1 to that agreement as
Members and the Bank; and

	 
	 	 	 	 
	 

	 	 	 	(g)    the agreement named “Sixth
Amending Agreement and Accession
Agreement (Multi Option Facility
Agreement)” dated on or about the
date of this deed between Sims
Finance, Sims USA, Sims UK Holdings
and Sims as Borrower, Simsmetal UK
Limited as New Borrower, the
companies named in schedules 1 and 2
to that agreement and the Bank;

	 
	 	 	 	 
	“Negative Pledge Agreement”

	 	-
	 	the deed named “Negative Pledge”
dated 29 October 1991 between the
Bank, Sims and the






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3.


	 	 	 	 	 
	 

	 	 	 	companies named in
schedule 1 of that deed, as amended,
supplemented or varied by:
	 
	 	 	 	 
	 

	 	 	 	(a)    letters dated 7 April, 1 and 30
September and 18 November 1992 and 4
February and 10 June 1993 from the
Bank;

	 
	 	 	 	 
	 

	 	 	 	(b)    the deed named “Negative Pledge
Amendment Deed” dated 14 March 1994
between the Bank, Sims and the
companies named in schedule 1 to that
deed;

	 
	 	 	 	 
	 

	 	 	 	(c)    the deed named “Accession Deed”
dated 28 April 1994 between the Bank
and Sims UK Holdings;

	 
	 	 	 	 
	 

	 	 	 	(d)    the deed named “Second Amending
and Accession Deed” dated 21 March
1996 between Sims and the other
companies named in the schedule to
that deed as Members, Sims Aluminium
Pty Limited as new member and the
Bank;

	 
	 	 	 	 
	 

	 	 	 	(e)    the deed named “Third Amending
Deed (Negative Pledge Agreement)”
dated 21 September 1998 between Sims
and the other companies named in the
schedule to that deed as Members and
the Bank; and

	 
	 	 	 	 
	 

	 	 	 	(f)    the deed named “Fourth Amending
Deed (Negative Pledge Agreement)”
dated 22 September 1999 between Sims
and the other companies named in the
schedule to that deed as Members and
the Bank.








	1.2	 	Interpretation
	 
	 	 	In this deed, unless the contrary intention appears:






	 	(a)	 	any reference to “this deed” or “the deed” includes, where the context permits,
a reference to each schedule and the recitals;
	 
	 	(b)	 	words importing a singular number include the plural and vice versa;
	 
	 	(c)	 	words importing any gender include every other gender;
	 
	 	(d)	 	headings are for convenience only and do not affect interpretation;





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4.



	 	(e)	 	references to paragraphs, sub-clauses, clauses and schedules are references to
paragraphs, sub-clauses, clauses and schedules of this deed as varied or replaced from
time to time;
	 
	 	(f)	 	references to States or Territories are references to all States and
Territories of the Commonwealth of Australia;
	 
	 	(g)	 	where the day on or by which any act, matter or thing is or is deemed to be
done is not a Business Day such act, matter or thing shall be or be deemed to have been
done on or by the immediately succeeding Business Day;
	 
	 	(h)	 	references to any agreement, licence or other instrument are taken to mean such
agreement, licence or other instrument as varied or replaced from time to time;
	 
	 	(i)	 	where reference is made to any number value or amount being estimated
calculated or determined on a day it will unless the context or subject otherwise
requires be estimated calculated or determined immediately after close of business on
that day;
	 
	 	(j)	 	the respective covenants and agreements on the part of the Members and the New
Members contained or implied in this deed bind them and every two or more of them
jointly and each of them severally;
	 
	 	(k)	 	a term which has a defined meaning in the Facility Agreement has the same
meaning when used in this deed;
	 
	 	(l)	 	a term which has a defined meaning in the Negative Pledge Agreement (as amended
by this deed) has the same meaning when used in this deed; and
	 
	 	(m)	 	except where express provision is made to the contrary, whenever the approval,
consent or agreement of the Bank is required under or in connection with this deed,
then the Bank may withhold that approval, consent or agreement in its absolute
discretion or, where granted, may impose such conditions as the Bank may in its
absolute discretion determine.






	2.	 	ACCESSION
	 
	2.1	 	With effect on and from the Effective Date, each New Member agrees to be bound by the terms
of the Negative Pledge Agreement as if it were an original party to the Negative Pledge
Agreement as a Member with all the rights, obligations and warranties of a Member under the
Negative Pledge Agreement.
	 
	2.2	 	For the purposes of clause 2.1, “Negative Pledge Agreement” means the Negative Pledge
Agreement as amended by this deed.





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5.



	3.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	3.1	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended in the
manner set out in schedule 3 but without prejudice to any act, matter or thing done or
effected prior to the Effective Date.
	 
	3.2	 	This deed is supplemental to the Negative Pledge Agreement and except to the extent amended
by this deed in the manner set out in schedule 3, the terms and conditions of the Negative
Pledge Agreement will continue in full force and effect and are ratified and confirmed by the
parties to this deed.
	 
	3.3	 	Nothing in this deed abrogates, prejudices, diminishes or otherwise adversely affects any
rights, remedies, obligations or liabilities of the parties to the Negative Pledge Agreement
arising with respect to any act, matter or thing done or effected or otherwise arising prior
to the Effective Date.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	Each New Member represents and warrants that the representations and warranties contained in
clause 5 of the Negative Pledge Agreement are true and correct as if made on the Effective
Date in respect of the facts and circumstances then subsisting and as if reference to the
“Transaction Documents” included this deed and a general reference to “Each Member” or
“Members” included the New Member.
	 
	5.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales and each of the parties irrevocably and unconditionally submits to the non-exclusive
jurisdiction to the courts of that State.
	 
	6.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.





EXECUTED as a deed.




[*] Confidential Treatment Requested










 



6.


SCHEDULE 1




MEMBERS



Simsmetal Limited ACN 008 634 526



Simsmetal Finance Limited ACN 052 931 218



Simsmetal Holdings Pty Limited ACN 000 021 563



Sims Products Holdings Pty Limited ACN 000 090 479



Universal Inspection and Testing Company Pty Limited ACN 000 554 656



Simsmetal Services Pty Limited ACN 000 166 987



Simsmetal (Qld) Pty Limited ACN 009 667 752



H&D Metals Pty Limited ACN 004 332 870



Simsmetal USA Corporation (incorporated in United States of America)



Simsmetal UK Holdings Limited (incorporated in United Kingdom)



Sims Aluminium Pty Limited ACN 004 370 905




[*] Confidential Treatment Requested










 



7.




SCHEDULE 2




NEW MEMBERS



Simsmetal 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 UK (Elliott) Limited



Simsmetal UK (South West) Limited



Simsmetal UK (Reclamation) Limited



Simsmetal UK (Wessex) Limited



Simsmetal UK (Glos) Limited




[*] Confidential Treatment Requested










 



8.


SCHEDULE 3




AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




Definitions





	1.	 	Insert the following new definitions in alphabetical order:





	 	 	 
	‘EBITDA’

	 	in relation to a period, the amount shown by
the Latest Audited Consolidated Balance Sheet
as operating profit of the Sims Group before:
	 
	 	 
	 

	 	(a)      abnormal and extraordinary items;
	 
	 	 
	 

	 	(b)      depreciation and amortisation;
	 
	 	 
	 

	 	(c)      Fixed Charges; and
	 
	 	 
	 

	 	(d)      income tax,
	 
	 	 
	 

	 	during that period;
	 
	 	 
	‘Guarantors’

	 	each of the companies named as a guarantor
under the Group Guarantee and each other entity
that becomes a guarantor under the Group
Guarantee;
	 
	 	 
	‘Total Guarantors’ Assets’

	 	at any time, the total Assets of all Guarantors
as disclosed by the latest audited balance
sheets of the Guarantors;”







	2.	 	In the definition of “Facility Agreement”:






	 	(a)	 	delete the word “and” at the end of paragraph (e);
	 
	 	(b)	 	insert the word “and” immediately after the semi-colon at the end of paragraph
(f); and
	 
	 	(c)	 	insert the following new paragraph (g):






	 	“(g)	 	the agreement named “Sixth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated 3rd November 2000 between
Sims, Sims Finance, Sims USA, Sims UK Holdings, Simsmetal UK Limited, the
companies named in schedule 1 to that agreement and the Bank;”






	3.	 	Amend the definition of “Sims UK Holdings” to read as follows:





[*] Confidential Treatment Requested










 



9.


	 	 	 
	‘Sims UK Holdings’

	 	Simsmetal UK Holdings Limited, a company incorporated in the
United Kingdom;”







	4.	 	Insert the following additional companies in schedule 1:
	 
	 	 	“Simsmetal 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 UK (Elliott) Limited
	 
	 	 	Simsmetal UK (South West) Limited
	 
	 	 	Simsmetal UK (Reclamation) Limited
	 
	 	 	Simsmetal UK (Wessex) Limited
	 
	 	 	Simsmetal UK (Glos) Limited”.





Financial ratios





	5.	 	Amend clause 4(d) to read as follows:






	 	“(d)	 	Fixed Charges cover: EBITDA for each period of 12 months ending on or after 30
June, divided by Fixed Charges for the same period, to be less than 3.5:1;”






	6.	 	Delete the full stop at the end of clause 4(e) and insert “; or” instead.
	 
	7.	 	Insert the following new clause 4(f):






	 	“(f)	 	Total Guarantors’ Assets: Total Guarantors’ Assets to be less than 90% of
Total Tangible Assets.”.





[*] Confidential Treatment Requested










 



10.


EXECUTION




Members




	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL 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 HOLDINGS 

LIMITED

	 	 	 	 	)
)	 	 	 	 	 
	acting by:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	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)
	 	 






[*] Confidential Treatment Requested










 



11.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY 

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 for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMS PRODUCTS HOLDINGS PTY

	 	 	 	 	)	 	 	 	 	 
	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 for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND 

TESTING COMPANY

	 	 	 	 	)

)	 	 	 	 	 
	PTY 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)
	 	 






[*] Confidential Treatment Requested










 



12.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY 

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 for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL (QLD) PTY 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 for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	H&D METALS PTY 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)
	 	 






[*] Confidential Treatment Requested










 



13.


	 	 	 	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL USA CORPORATION

	 	 	 	 	)	 	 	 	 	 
	is affixed in accordance with its constituent

	 	 	 	 	)	 	 	 	 	 
	documents in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED

	 	 	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	New Members
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	 	 	)	 	 	 	 	 
	SIMSMETAL UK LIMITED

	 	 	 	 	)	 	 	 	 	 
	acting by:

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 






[*] Confidential Treatment Requested










 



14.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (SOUTHERN) 

LIMITED

	 	 	)

)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (MIDWEST) 

LIMITED

	 	 	)

)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK RECYCLING 

LIMITED

	 	 	)

)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 






[*] Confidential Treatment Requested










 



15.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (NORTHERN) 

LIMITED

	 	 	)

)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	UNITED CASTINGS LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (SERVICES) 

LIMITED

	 	 	)

)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 






[*] Confidential Treatment Requested










 



16.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (SOUTH EAST)

	 	 	)	 	 	 	 	 	 	 
	LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (ELLIOTT) LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (SOUTH WEST)

	 	 	)	 	 	 	 	 	 	 
	LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 






[*] Confidential Treatment Requested










 



17.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (RECLAMATION)

	 	 	)	 	 	 	 	 	 	 
	LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (WESSEX) LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 	 	 
	SIMSMETAL UK (GLOS) LIMITED

	 	 	)	 	 	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 	 	 

Name of director/secretary (print)
	 	 






[*] Confidential Treatment Requested










 



18.


Bank




	 	 	 	 	 	 	 	 	 
	SIGNED SEALED and DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	its attorney under power of attorney

	 	 	)	 	 	 	 	 
	registered Book      No.

	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	 	 	Attorney
	 
	 	 	)	 	 	 	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 






[*] 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.




DATED 31 OCTOBER 2005




THE COMPANIES NAMED IN SCHEDULE 1




AND




SIMS CO LIMITED

ACN 114 838 630




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124










SIXTH AMENDING DEED AND

ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)









J K O’SULLIVAN

General Counsel

Commonwealth Bank Group

Level 11

Bank House

309 George Street

SYDNEY NSW 1155




Tel. (02) 9378 4720

Fax. (02) 9378 2211

DX 1440 SYDNEY

Ref: DCC 2518155




[*] Confidential Treatment Requested










 



 


CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	NAME	 	PAGE	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 	 	 
	 	 	 	 
	 	 	1.1 Definitions
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	1.2 Interpretation
	 	 	2	 
	 	 	 
	 	 	 	 
	2.	 	ACCESSION
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	2.1 Accession from Effective Date
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	2.2 Agreement to which Accession Applies
	 	 	2	 
	 	 	 
	 	 	 	 
	3.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	3.1 Amendments
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	3.2 Preservation of Negative Pledge Agreement
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	3.3 Preservation of rights and liabilities
	 	 	2	 
	 	 	 
	 	 	 	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 	 	3	 
	 	 	 
	 	 	 	 
	5.	 	GOVERNING LAW
	 	 	3	 
	 	 	 
	 	 	 	 
	6.	 	COUNTERPARTS
	 	 	3	 
	 	 	 
	 	 	 	 
	SCHEDULE 1	 	 
	 	 	4	 
	 	 	 
	 	 	 	 
	 	 	MEMBERS
	 	 	4	 
	 	 	 
	 	 	 	 
	SCHEDULE 2	 	 
	 	 	6	 
	 	 	 
	 	 	 	 
	 	 	(Documents amending the original Negative Pledge Agreement of 29 October
1991)
	 	 	6	 
	 	 	 
	 	 	 	 
	SCHEDULE 3	 	 
	 	 	7	 
	 	 	 
	 	 	 	 
	 	 	AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT
	 	 	7	 






[*] Confidential Treatment Requested










 



 


SIXTH AMENDING DEED AND ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)



THIS DEED is made on 31 October 2005




	 	 	 
	PARTIES
	 	 

	 	 	 

	Member
	 	The companies named in schedule 1

	 	 	 

	New Member
	 	Sims Co Limited ACN 114 838 630

Level 6, Simsmetal House, 41 McLaren Street, North Sydney, NSW

	 	 	 

	Bank
	 	Commonwealth Bank of Australia ACN 123 123 124
Level 15, 52 Martin Place, Sydney NSW







RECITALS





	A.	 	The Negative Pledge Agreement and the Facility Agreement were originally entered into on 29
October 1991. Since then both agreements have been subject to numerous amendments. Both
agreements are being further amended, the Negative Pledge Agreement by this deed.
	 
	B.	 	Under the terms of the Negative Pledge Agreement, Members agree to provide various covenants
in favour of the Bank in consideration for the Bank agreeing to provide financial
accommodation to various Members of the Sims Group.
	 
	C.	 	The parties have agreed to vary the Negative Pledge Agreement, mainly to revise the financial
covenants, in consideration of the Bank continuing to provide financial accommodation to
various Members of the Sims Group.
	 
	D.	 	Clauses 8 and 9 of the Negative Pledge Agreement require Members to procure entities which
become Related Parties of a Member to accede to the Negative Pledge Agreement.
	 
	E.	 	In compliance with those obligations, the New Member is to accede to the Negative Pledge
Agreement.
	 
	F.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner set out in
schedule 3.





[*] Confidential Treatment Requested










 



 


 2. 


THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Negative Pledge Agreement (as amended by this deed) apply
in this deed, unless defined below:





	 	 	 	 	 
	“Effective Date”

	 	-
	 	the date of this deed; and
	 
	 	 	 	 
	“Negative Pledge Agreement”

	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by the
documents listed in schedule 2.







	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Negative Pledge Agreement applies to this deed as if it were set out in
full here.
	 
	2.	 	ACCESSION
	 
	2.1	 	Accession from Effective Date
	 
	 	 	With effect on and from the Effective Date, the New Member agrees to be bound by the terms
of the Negative Pledge Agreement as if it were an original party to the Negative Pledge
Agreement as a Member with all the rights, obligations and warranties of a Member under the
Negative Pledge Agreement.
	 
	2.2	 	Agreement to which Accession Applies
	 
	 	 	For the purposes of clause 2.1, “Negative Pledge Agreement” means the Negative Pledge
Agreement as amended by this deed.
	 
	3.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	3.1	 	Amendments
	 
	 	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended as
shown in schedule 3.
	 
	3.2	 	Preservation of Negative Pledge Agreement
	 
	 	 	Except to the extent amended by this deed, the Negative Pledge Agreement continues in effect
and is confirmed.





[*] Confidential Treatment Requested










 



3.



	3.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Negative Pledge Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The New Member represents and warrants that the representations and warranties contained in
clause 5 of the Negative Pledge Agreement are true and correct as if made on the Effective
Date in respect of the facts and circumstances then subsisting and as if reference to the
“Transaction Documents” included this deed and a general reference to “Each Member” or
“Members” included the New Member.
	 
	5.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
to the courts of that State and courts of appeal from them.
	 
	6.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.




EXECUTED as a deed.




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4.


SCHEDULE 1




MEMBERS




	 	 	 	 	 	 	 
	 	 	 	 	PLACE OF	 	 
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Limited

	 	ABN 37 008 634 526 
	 	ACT
	 	Simsmetal Limited
	 
	 	 	 	 	 	 
	Simsmetal Finance Limited

	 	ABN 90 052 931 218 
	 	ACT	 	 
	 
	 	 	 	 	 	 
	Simsmetal Holdings Pty Limited

	 	ABN 97 000 021 563 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited

	 	ABN 95 000 090 479 
	 	NSW
	 	Sims Products Holdings Pty Limited
	 
	 	 	 	 	 	 
	Universal Inspection and Testing
Company Pty Limited

	 	ABN 97 000 554 656 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty Limited

	 	ABN 76 000 166 987 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Energy Pty Limited

	 	ABN 42 009 667 752 
	 	QLD
	 	Simsmetal (QLD) Pty Limited
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty Limited

	 	ABN 13 004 332 870 
	 	VIC
	 	H&D Metals Pty Limited
	 
	 	 	 	 	 	 
	Sims Group USA Corporation

	 	 	 	Delaware
	 	Simsmetal USA Corporation
	 
	 	 	 	 	 	 
	Sims Group UK Holdings Limited

	 	2904307 
	 	UK
	 	Simsmetal UK Holdings Limited
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905 
	 	VIC	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Limited

	 	3242331 
	 	UK
	 	Simsmetal UK (Services) Limited
	 
	 	 	 	 	 	 
	Simsmetal UK (Southern) Limited

	 	1638948 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Midwest) Limited

	 	549109 
	 	UK	 	 




[*] Confidential Treatment Requested











 




5.



	 	 	 	 	 	 	 
	 	 	 	 	PLACE OF	 	 
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION	 	FORMER NAME
	Simsmetal UK Recycling Limited

	 	538792 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Northern) Limited

	 	199765 
	 	UK	 	 
	 
	 	 	 	 	 	 
	United Castings Limited

	 	2550422 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South East) Limited

	 	2734487 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Elliott) Limited

	 	1054186 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South West) Limited

	 	3242457 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Reclamation) Limited

	 	1304896 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Wessex) Limited

	 	115049 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Glos) Limited

	 	2119329 
	 	UK	 	 






[*] Confidential Treatment Requested










 



6.


SCHEDULE 2




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;
	 
	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;
and
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated on
or about the date of the deed.





[*] Confidential Treatment Requested










 



7.


SCHEDULE 3




AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




Name changes





	1.	 	The name of the company appearing in column 1 is to be substituted for the name appearing in
column 2 where ever it appears:





	 	 	 
	Column 1 - current name	 	Column 2 -changed name
	Simsmetal Limited

	 	Sims Group Limited






Definitions





	2.	 	Insert the following new definitions in alphabetical order:





	 	 	 	 	 
	“Calculation Date”

	 	-
	 	30 June and 31 December in each year;
	 
	 	 	 	 
	“Latest Accounts”

	 	-
	 	at any time is the Latest Audited Consolidated
Balance Sheet and audited profit and loss account,
or, the latest unaudited consolidated balance
sheet and profit and loss account, of the Sims
Group, as applicable (or if appropriate for the
relevant determination other accounts prepared in
the manner approved by the Bank);
	 
	 	 	 	 
	“Net Interest Expense”

	 	-
	 	the aggregate amount of all interest paid or
accrued in respect of the sum of all monies
borrowed or raised by or in respect of any
financial accommodation granted to any Member
(including, but not limited to, any fees and
charges with respect to any guarantee, indemnity
or letter of credit or under any bill of exchange,
promissory note or any other acceptance or
discounting arrangement and any finance charges
paid or payable under any higher purchase
agreement or lease agreement for which a Member is
actually or contingently liable) less any interest
income;
	 
	 	 	 	 
	“Review Event”

	 	-
	 	the event specified in clause 7.3;




[*] Confidential Treatment Requested











 



8.



	 	 	 	 	 
	“Scheme of Arrangement”

	 	-
	 	the scheme pursuant to which the shares of Sims
Group Limited and certain Hugo Neu Corporation
recycling subsidiary companies are to be acquired
by a new ASX listed public company Sims Co Limited
ACN 114 838 630 which will take the existing name,
Sims Group Limited;
	 
	 	 	 	 
	“Tangible Net Worth”

	 	-
	 	Shareholders’ Funds less Intangible Assets;







	3.	 	Substitute the words appearing in the definition of “Exchange Rate” with “the Bank’s Sydney
office spot rate of exchange for the purchase of the relevant currency with AUD two Business
Days before the relevant date for calculating the AUD equivalent. The Bank’s determination as
to the Spot Rate of Exchange is conclusive in the absence of manifest error;”
	 
	4.	 	In the definition of “Facility Agreement”:






	 	(a)	 	delete the word “and” at the end of paragraph (f); and
	 
	 	(b)	 	insert the following new paragraphs (h), (i) and (j);






	 	“(h)	 	the agreement named “Seventh Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated 24 March 2003 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;
	 
	 	(i)	 	letter dated 10 January 2005 from the Bank; and
	 
	 	(j)	 	the agreement named “Eighth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated on or about the date of this
deed between the Borrower, the companies named in schedule 1 to that agreement
and the Bank.”






	5.	 	In the definition of “Latest Audited Consolidated Balance Sheet” substitute “or” where it
appears after “Current Liabilities” with “,”, and insert after “Shareholders Funds” “, Net
Interest Expense or Tangible Net Worth”.
	 
	6.	 	Except for the definition of “Latest Audited Consolidated Balance Sheet”, substitute all
references in the agreement to that term with “Latest Accounts”.
	 
	7.	 	Amend the following definitions to read as follows:





	 	 	 	 	 
	“Sims UK Holdings”

	 	-
	 	Sims Group UK Holdings Limited, a company
incorporated in the United Kingdom;




[*] Confidential Treatment Requested











 



9.


	 	 	 	 	 
	“Sims USA”

	 	-
	 	Sims Group USA Corporation, a company incorporated in
the State of Delaware in the United States of America”.






Negative Pledge and restriction on disposal of assets





	8.	 	Amend clause 3(b) by inserting the words “amounting in value to 10% or more of Total Tangible
Assets” immediately after the words “(hereinafter called a “Disposal”)”.





Financial Ratios





	9.	 	Substitute clause 4 with the following:
	 
	 	 	“The Bank (acting in good faith) will redefine the definitions associated with the financial
ratios appearing in this clause if they are affected by the implementation of International
Financial Reporting Standards, to the intent that the result of the testing of the financial
ratios will be no less favourable and no more onerous to the Members after the
implementation of those standards.
	 
	 	 	Each Member undertakes that it will not and it will ensure that each company specified in
Schedule 2 will not, without the prior written consent of the Bank, at any time while there
is any Sims Indebtedness actually or contingently owing or payable to or for the account of
the Bank, allow, permit or suffer a breach of the following financial ratios:






	 	(a)	 	Interest cover: EBITDA divided by Net Interest Expense on each Calculation
Date must be greater than or equal to 3.5:1;
	 
	 	(b)	 	Cashflow gearing: Financial Indebtedness divided by EBITDA on each Calculation
Date must not be greater than 3:1;
	 
	 	(c)	 	minimum Tangible Net Worth:






	 	(i)	 	On 30 June 2006 Tangible Net Worth must not be less than 85% of
Tangible Net Worth as at the end of the month following completion of the
acquisition of Hugo Neu Corporation as outlined in the booklet headed “Project
Old Update to Information Memorandum” dated 15 June 2005; and
	 
	 	(ii)	 	on each Calculation Date from and including 31 December 2006
Tangible Net Worth must not be less than 85% of Tangible Net Worth for the
preceding full financial year ending 30 June; or






	 	(d)	 	interlocking guarantee accounts: The Total Tangible Assets and EBITDA for the
Guarantors must, on each Calculation Date, amount to not less than 85% of Total
Tangible Assets and EBITDA respectively for the Sims Group.”





[*] Confidential Treatment Requested















 



10.








General undertakings





	10.	 	Amend clause 6.1(a)(i) by deleting the words “and its audited profit and loss account”.
	 
	11.	 	Amend clause 6.1(a)(ii) by substituting “60” with “90” and deleting the words “the Sims
Group’s consolidated unaudited balance sheet and profit and loss account”.
	 
	12.	 	Amend clause 6.1(d)(ii) by substituting “AUD2,500,000” with “AUD10,000,000” where it appears
twice.
	 
	13.	 	Amend clause 6.1 (I) by substituting the words “For the purposes of this sub-clause 6.1(1)
and clause 7.1(q):” with “For the purposes of this sub-clause 6.1(I):”.
	 
	14.	 	Insert “and” at the end of clause 6.1(p), substitute “; and” at the end of clause 6.1(q) with
“.” and delete clause 6.1(r).





Events of Default





	15.	 	Amend clauses 7.1(d)(i) and 7.1(g) by substituting “AUD2,500,000” with “AUD10,000,000” on
each occasion it appears.
	 
	16.	 	Amend clause 7.1(h) by substituting “AUD1,000,000” with “AUD10,000,000” on the two occasions
that it appears.
	 
	17.	 	Delete clause 7.1(q) and insert in its place “[this clause has been left blank
intentionally]”.
	 
	18.	 	Amend clause 7.1 by adding the words “or if a Review Event occurs, after the words “and any
time thereafter,” in the first line following sub-paragraph(s).
	 
	19.	 	Insert a new clause 7.3 to read as follows:






	 	“7.3 	 	Review Event
	 
	 	 	 	Following a change in control of Sims, the Bank may in its absolute discretion, upon
the earlier of:






	 	(a)	 	at any time thereafter; or
	 
	 	(b)	 	within 90 days after the date of notification to the Bank by
Sims of such change coming into effect,






	 	 	 	by notice in writing to Sims declare the change to be unacceptable.
	 
	 	 	 	For the purposes of this clause Sims is controlled where a person or entity holds a
relevant interest (as defined in the Corporations Law) of more than 50% of voting shares in Sims or any ultimate holding company of Sims.”





[*] Confidential Treatment Requested










 



11.


Notices





	20.	 	Amend clause 20.1(a)(i) by substituting the Bank details with the following:
	 
	 	 	“Relationship Executive

Institutional Banking

Commonwealth Bank of Australia

Level 15

52 Martin Place

SYDNEY NSW 1155”





Schedule 1 — Members





	21.	 	Replace schedule 1 with the following:





Members




	 	 	 	 	 	 	 
	 	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Limited

	 	ABN 37 008 634 526 
	 	 	 	Simsmetal Limited
	 
	 	 	 	 	 	 
	Sims Finance Limited

	 	ABN 90 052 931 218 
	 	ACT	 	 
	 
	 	 	 	 	 	 
	Simsmetal Holdings Limited

	 	ABN 97 000 021 563 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited

	 	ABN 95 000 090 479 
	 	NSW
	 	Sims Products Holdings Pty Limited
	 
	 	 	 	 	 	 
	Universal Inspection and
Testing Company Pty Limited

	 	ABN 97 000 554 656 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty Limited

	 	ABN 76 000 166 987 
	 	NSW	 	 
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty Limited

	 	ABN 13 004 332 870 
	 	VIC
	 	H&D Metals Pty Limited
	 
	 	 	 	 	 	 
	Sims Group USA Corporation

	 	 	 	Delaware
	 	Simsmetal USA Corporation
	 
	 	 	 	 	 	 
	Sims Group UK Holdings Limited

	 	2904307 
	 	 	 	Simsmetal UK Holdings Limited
	 
	 	 	 	 	 	 
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905 
	 	VIC	 	 




[*] Confidential Treatment Requested











 



12.


	 	 	 	 	 	 	 
	 	 	BUSINESS/COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group UK Limited

	 	3242331 
	 	UK
	 	Simsmetal UK (Services) Limited
	 
	 	 	 	 	 	 
	Simsmetal UK (Southern) Limited

	 	1638948 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Midwest) Limited

	 	549109 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK Recycling Limited

	 	538792 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Northern) Limited

	 	199765 
	 	UK	 	 
	 
	 	 	 	 	 	 
	United Castings Limited

	 	2550422 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South East) Limited

	 	2734487 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Elliott) Limited

	 	1054186 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (South West) Limited

	 	3242457 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Reclamation) Limited

	 	1304896 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Wessex) Limited

	 	115049 
	 	UK	 	 
	 
	 	 	 	 	 	 
	Simsmetal UK (Glos) Limited

	 	2119329 
	 	UK	 	 






[*] Confidential Treatment Requested










 



13.


EXECUTION




Members




	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL FINANCE LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested











 



14.



	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY

	 	 	)	 	 	 	 	 
	LIMITED by authority of the

	 	 	)	 	 	 	 	 
	directors in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
 

Signature of director
	 	 	 	 	 	
 
Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	UNIVERSAL INSPECTION AND TESTING

	 	 	)	 	 	 	 	 
	COMPANY PTY LIMITED by

	 	 	)	 	 	 	 	 
	authority of the directors in

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
 
Signature of director
	 	 	 	 	 	 

Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested











 




15.



	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of

	 	 	)	 	 	 	 	 
	SIMS GROUP USA CORPORATION

	 	 	)	 	 	 	 	 
	is affixed in accordance with its constituent

	 	 	)	 	 	 	 	 
	documents in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested











 



16.



	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS GROUP UK HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ALUMIMIUM PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS GROUP UK LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested










 



17.



	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTHERN) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (MIDWEST) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK RECYCLING LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 





[*] Confidential Treatment Requested










 



18.



	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (NORTHERN) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	UNITED CASTINGS LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTH EAST) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




[*] Confidential Treatment Requested











 



19.



	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (ELLIOTT) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (SOUTH WEST) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (RECLAMATION) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




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20.



	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (WESSEX) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMSMETAL UK (GLOS) LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	New Member
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS CO LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of director (print)

	 	 	 	 	 	 

Name of director (print)
	 	 




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21.



	 	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	SIGNED SEALED and DELIVERED
	 	 	)	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by
	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	its attorney under power of attorney

	 	 	)	 	 	 	 	 
	registered Book     No.

	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	 

	 	 
	 

	 	 	)	 	 	Attorney	 	 
	of Commonwealth Bank of Australia
in the presence of:
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
 
Signature of witness
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 	 	 







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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.




DATED 5TH MARCH 2008




THE COMPANIES NAMED IN SCHEDULES 1 & 2




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124







SEVENTH AMENDING DEED AND

ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)











J K O’SULLIVAN

General Counsel

Commonwealth Bank Group

Level 9

Bank House

309 George Street

SYDNEY NSW 1155




Tel. (02) 9378 4712

Fax. (02) 9378 2211

DX 1440 SYDNEY

Ref: IRC 3024771




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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	1.2 Interpretation
	 	 	2	 
	 
	 	 	 	 
	2. ACCESSION
	 	 	2	 
	 
	 	 	 	 
	2.1 Accession from Effective Date
	 	 	2	 
	 
	 	 	 	 
	2.2 Agreement to which Accession Applies
	 	 	2	 
	 
	 	 	 	 
	3. RETIREMENT
	 	 	2	 
	 
	 	 	 	 
	4. CONDITIONS PRECEDENT
	 	 	3	 
	 
	 	 	 	 
	5. AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	3	 
	 
	 	 	 	 
	5.1 Amendments
	 	 	3	 
	 
	 	 	 	 
	5.2 Preservation of Negative Pledge Agreement
	 	 	3	 
	 
	 	 	 	 
	5.3 Preservation of rights and liabilities
	 	 	3	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	3	 
	 
	 	 	 	 
	7. GOVERNING LAW
	 	 	4	 
	 
	 	 	 	 
	8. COUNTERPARTS
	 	 	4	 
	 
	 	 	 	 
	9. EXECUTION
	 	 	4	 
	 
	 	 	 	 
	9.1 One execution per party
	 	 	4	 
	 
	 	 	 	 
	9.2 Order of execution of documents
	 	 	4	 





SCHEDULE 1 MEMBERS



SCHEDULE 2 NEW MEMBERS



SCHEDULE 3 RETIRING MEMBERS



SCHEDULE 4



SCHEDULE 5 AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




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SEVENTH AMENDING DEED AND ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)




THIS DEED is made on 5 March 2008




	 	 	 
	PARTIES
	 	 
	 
	 
	 	 
	Member

	 	The companies named in schedule 1
	 
	 
	 	 
	New Member

	 	The companies listed in schedule 2
	 
	 
	 	 
	 
	 
	 	 
	Bank

	 	Commonwealth Bank of Australia ACN 123 123 124
	 

	 	Level 15, 52 Martin Place, Sydney, NSW
	 





RECITALS





	A.	 	The Negative Pledge Agreement and the Facility Agreement were originally entered into on 29
October 1991. Since then both agreements have been subject to numerous amendments. Both
agreements are being further amended, the Negative Pledge Agreement by this deed.
	 
	B.	 	Under the terms of the Negative Pledge Agreement, Members agree to provide various covenants
in favour of the Bank in consideration for the Bank agreeing to provide financial
accommodation to various Members of the Sims Group.
	 
	C.	 	The parties have agreed to vary the Negative Pledge Agreement to revise the financial
covenants, in consideration of the Bank continuing to provide financial accommodation to
various Members of the Sims Group.
	 
	D.	 	Clauses 8 and 9 of the Negative Pledge Agreement require Members to procure entities which
become Related Parties of a Member to accede to the Negative Pledge Agreement.
	 
	E.	 	In compliance with those obligations, the New Member is to accede to the Negative Pledge
Agreement.
	 
	F.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner set out in
schedule 5.




THIS DEED WITNESSES and it is agreed as follows:



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2.





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Negative Pledge Agreement (as amended by this deed) apply
in this deed, unless defined below:





	 	 	 	 	 	 	 
	 

	 	“Effective Date”
	 	-
	 	the date of this deed;
	 
	 	 	 	 	 	 
	 

	 	“Negative Pledge Agreement”
	 	-
	 	the deed named “Negative Pledge”
dated 29 October 1991 between the
Bank, Sims and the companies named in
schedule 1 of that deed, as amended,
supplemented or varied by the
documents listed in schedule 4 (with
the exception of this Deed); and
	 
	 	 	 	 	 	 
	 

	 	“Retiring Member”
	 	-
	 	the companies named in schedule 3.







	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Negative Pledge Agreement applies to this deed as if it were set out in
full here.
	 
	2.	 	ACCESSION
	 
	2.1	 	Accession from Effective Date
	 
	 	 	Subject to clause 4, with effect on and from the Effective Date, the New Member agrees to be
bound by the terms of the Negative Pledge Agreement as if it were an original party to the
Negative Pledge Agreement as a Member with all the rights, obligations and warranties of a
Member under the Negative Pledge Agreement.
	 
	2.2	 	Agreement to which Accession Applies
	 
	 	 	For the purposes of clause 2.1, “Negative Pledge Agreement” means the Negative Pledge
Agreement as amended by this deed.
	 
	3.	 	RETIREMENT
	 
	 	 	Subject to clause 4, with effect on and from the Effective Date:






	 	(a)	 	the Retiring Member shall cease to be a Member under, and a party to, the
Negative Pledge Agreement;
	 
	 	(b)	 	the Bank releases the Retiring Member from any obligations which may arise on
or after the date of this agreement but without prejudice to any obligations which may
have accrued before then; and





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3.


	 	(c)	 	the Member and the New Member consents to the retirement of the Retiring Member
on the terms of this deed.






	4.	 	CONDITIONS PRECEDENT
	 
	 	 	This deed will not take effect until the Bank notifies Sims Group Limited in writing that it
has received all of the following in form and substance satisfactory to it:






	 	(a)	 	a legal opinion confirming that upon execution by each New Member of this deed,
it will create valid, binding and enforceable obligations of that New Member;
	 
	 	(b)	 	this deed;
	 
	 	(c)	 	the Fourth Group Guarantee Accession Deed;
	 
	 	(d)	 	the Ninth Amending Agreement (Multi Option Facility Agreement); and
	 
	 	(e)	 	such other documents as the Bank may reasonable require






	5.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	5.1	 	Amendments
	 
	 	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended as
shown in schedule 5.
	 
	5.2	 	Preservation of Negative Pledge Agreement
	 
	 	 	Except to the extent amended by this deed, the Negative Pledge Agreement continues in effect
and is confirmed.
	 
	5.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Negative Pledge Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The New Member represents and warrants that the representations and warranties contained in
clause 5 of the Negative Pledge Agreement are true and correct as if made on the Effective
Date in respect of the facts and circumstances then subsisting and as if reference to the
“Transaction Documents” included this deed and a general reference to “Each Member” or
“Members” included the New Member.





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4.


	7.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
to the courts of that State and courts of appeal from them.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.
	 
	9.	 	EXECUTION
	 
	9.1	 	One execution per party
	 
	 	 	Any party executing this deed executes it in all capacities in which that party is described
in this deed (including Schedules 1 and 3).
	 
	9.2	 	Order of execution of documents
	 
	 	 	The parties acknowledge that, in addition to this deed, some of the parties will be
executing:






	 	(a)	 	a document described as the “Fourth Group Guarantee Accession Deed”; and
	 
	 	(b)	 	a document described as the “Ninth Amending Agreement (Multi Option Facility
Agreement)”;






	 	 	at or around the same time as they execute this deed. The parties agree that, despite any
actual order in which the documents are executed, the order in which the parties will treat
the documents as having been executed is:






	 	(i)	 	firstly, the Fourth Group Guarantee Accession Deed;
	 
	 	(ii)	 	secondly, this deed; and
	 
	 	(iii)	 	thirdly, the Ninth Amending Agreement (Multi Option Facility Agreement).






	 	 	Each party covenants with each other party that it will not raise any argument that the
order of execution of documents is other than as set out in this clause.




EXECUTED as a deed.




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5.




SCHEDULE 1




MEMBERS




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group
Australia Holdings
Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Sims Group Limited
	Simsmetal Holdings
Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	Sims Industrial Pty
Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products
Holdings Pty
Limited
	Simsmetal Services
Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	Sims Energy Pty
Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty
Limited
	Sims Manufacturing
Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty
Limited
	Sims Group Limited

	 	ACN 114 838 630     
	 	NSW
	 	Sims Co Limited
	Sims Group USA
Corporation

	 	 	 	 	 	Delaware
	 	Simsmetal USA
Corporation
	Sims Group UK
Holdings Limited

	 	2904307	 	 	UK
	 	Simsmetal UK
Holdings Limited
	Sims Aluminium Pty
Limited

	 	ABN 93 004 370 905
	 	VIC	 	 
	Sims Group UK
Limited

	 	3242331	 	 	UK
	 	Simsmetal UK
(Services) Limited
	Mirec BV

	 	company number 1707
3024
	 	Holland	 	 
	North Carolina
Resource
Conservation, LLC

	 	 	 	 	 	North Carolina	 	 





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6.


	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group USA
Holdings
Corporation

	 	 	 	 	 	Delaware
	 	Sims Hugo Neu
Corporation





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7.




SCHEDULE 2




NEW MEMBERS




	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Schiabo Larovo
Corporation

	 	 	 	Delaware	 	 
	Simsmetal East LLC

	 	 	 	Delaware
	 	Sims Hugo Neu East
LLC
	Simsmetal West LLC

	 	 	 	Delaware
	 	Sims Hugo Neu West
LLC
	Sims Group Global
Trade Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu Global
Trade Corporation






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8.




SCHEDULE 3




RETIRING MEMBERS




	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Hugo Neu Global Trade, LLC

	 	 	 	Delaware	 	 
	North Carolina Recycling, LLC

	 	 	 	North Carolina	 	 
	Schiabo Larovo Company, LLC

	 	 	 	Delaware	 	 
	Sims Hugo Neu East

	 	 	 	New York	 	 
	Sims Hugo Neu West

	 	 	 	California	 	 






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9.




SCHEDULE 4




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;
	 
	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated 31
October 2005;
	 
	(i)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank; and
	 
	(j)	 	the deed named “Seventh Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
the date of this Deed (ie. this document).





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10.




SCHEDULE 5




AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




Definitions





	1.	 	Insert the following new definitions in alphabetical order:





	 	 	 	 	 	 	 
	 

	 	“German Guarantor”
	 	-
	 	a Guarantor which is incorporated in, resident in or whose principal
area of business is Germany;







	2.	 	In the definition of “Facility Agreement”:






	 	(a)	 	delete the word “and” at the end of paragraph (i);
	 
	 	(b)	 	substitute the current paragraph (j) with the following:






	 	 	“(j) 	the agreement named “Eighth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated 31 October 2005 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;
and”






	 	 	and






	 	(c)	 	insert the following new paragraph (k):






	 	 	“(k) 	the agreement named “Ninth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated 5 March 2008 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank.”





Financial Ratios





	3.	 	Substitute clause 4 with the following:
	 
	 	 	“4    FINANCIAL RATIOS
	 
	 	 	The Bank (acting in good faith) will redefine the definitions associated with the financial
ratios appearing in this clause if they are affected by the implementation of International
Financial Reporting Standards, to the intent that the result of the testing of the financial
ratios will be no less favourable and no more onerous to the Members after the
implementation of those standards.
	 
	 	 	Each Member undertakes that it will not and it will ensure that each company specified in
Schedule 2 will not, without the prior written consent of the Bank, at any time while there
is any Sims Indebtedness actually or contingently owing or payable to or for the account of
the Bank, allow, permit or suffer a breach of the following financial ratios:





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11.








	 	(a)	 	Interest cover: EBITDA divided by Net Interest Expense on each Calculation
Date must be greater than or equal to 3.5:1;
	 
	 	(b)	 	Cashflow gearing: Financial Indebtedness divided by EBITDA on each Calculation
Date must not be greater than 3:1;
	 
	 	(c)	 	minimum Tangible Net Worth:






	 	(i)	 	On 30 June 2006 Tangible Net Worth must not be less than 85% of
Tangible Net Worth as at the end of the month following completion of the
acquisition of Hugo Neu Corporation as outlined in the booklet headed “Project
Old Update to Information Memorandum” dated 15 June 2005; and
	 
	 	(ii)	 	on each Calculation Date from and including 31 December 2006
Tangible Net Worth must not be less than 85% of Tangible Net Worth for the
preceding full financial year ending 30 June; or






	 	(d)	 	interlocking guarantee accounts: The Total Tangible Assets and EBITDA
respectively for the Guarantors (excluding any German Guarantor) must, on each
Calculation Date, amount to not less than 80% of Total Tangible Assets and EBITDA
respectively for the Sims Group.






	 	 	The parties agree that the Bank may at any time, by notice to Sims, exclude any one or more
German Guarantors from the Sims Group for the purposes of this Deed if the Bank, in its sole
absolute unfettered discretion, forms the opinion that: the extent of that German
Guarantor’s liability or potential liability under the Guarantee is inadequate; the
Guarantee is not adequately enforceable against that German Guarantor, or any amount or
amounts may be irrecoverable from the German Guarantor for any reason whatsoever.”





Schedule 1





	4.	 	Substitute Schedule 1 with a new Schedule identical to Schedule 1 of this deed.





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12.




EXECUTION




Members




	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMS GROUP AUSTRALIA	 	 	)	 	 	 	 	 
	HOLDINGS LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY	 	 	)	 	 	 	 	 
	LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY	 	 	)	 	 	 	 	 
	LIMITED by authority of the	 	 	)	 	 	 	 	 
	directors in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 





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13.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY	 	 	)	 	 	 	 	 
	LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY	 	 	)	 	 	 	 	 
	LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 





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14.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by	 	 	)	 	 	 	 	 
	SIMS GROUP LIMITED	 	 	)	 	 	 	 	 
	acting by:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of	 	 	)	 	 	 	 	 
	SIMS ALUMINIUM PTY LIMITED	 	 	)	 	 	 	 	 
	by authority of the directors	 	 	)	 	 	 	 	 
	in the presence of:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by	 	 	)	 	 	 	 	 
	SIMS GROUP UK HOLDINGS	 	 	)	 	 	 	 	 
	LIMITED	 	 	)	 	 	 	 	 
	acting by:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by	 	 	)	 	 	 	 	 
	SIMS GROUP UK LIMITED	 	 	)	 	 	 	 	 
	acting by:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)	 	 	 	 	 	Name of director/secretary (print)	 	 





[*] Confidential Treatment Requested











 



15.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	)	 	 	 	 	 
	SIMS GROUP USA 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)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	)	 	 	 	 	 
	SIMS GROUP USA HOLDINGS	 	 	)	 	 	 	 	 
	CORPORATION	 	 	)	 	 	 	 	 
	by its officer:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Signature of officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



16.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION	 	 	)	 	 	 	 	 
	by its officer:	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	 	 	 	 	 	 
	SIMSMETAL EAST LLC	 	 	 	 	 	 	 	 
	by its members:	 	 	 	 	 	 	 	 
	 

	 	HNE RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Signature of officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Name of officer (please print)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	HNW RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Signature of officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Name of officer (please print)	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



17.


	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED by	 	 	 	 	 	 	 	 
	SIMMETAL WEST LLC	 	 	 	 	 	 	 	 
	by its members:	 	 	 	 	 	 	 	 
	 

	 	HNE RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 
	 

	 	Signature of officer	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Name of officer (please print)	 	 	 	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	HNW RECYCLING LLC
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 
	 

	 	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)	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



18.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	SIGNED SEALED and DELIVERED

	 	 	)	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	its attorney under power of attorney

	 	 	)	 	 	 	 	 
	registered Book                      No.           

	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	of Commonwealth Bank of Australia

	 	 	)

)	 	 	Attorney	 	 
	
in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of witness
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 	 	 








[*] 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.




DATED 22 APRIL 2008




THE COMPANIES NAMED IN SCHEDULES 1 & 2




AND




COMMONWEALTH BANK OF AUSTRALIA

ACN 123 123 124






EIGHT AMENDING DEED AND

ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)










[*] Confidential Treatment Requested















 



 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	1.2 Interpretation
	 	 	2	 
	 
	 	 	 	 
	2. ACCESSION
	 	 	2	 
	 
	 	 	 	 
	2.1 Accession from Effective Date
	 	 	2	 
	 
	 	 	 	 
	2.2 Agreement to which Accession Applies
	 	 	2	 
	 
	 	 	 	 
	3. RETIREMENT
	 	 	2	 
	 
	 	 	 	 
	4. CONDITIONS PRECEDENT
	 	 	2	 
	 
	 	 	 	 
	5. AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 	 	3	 
	 
	 	 	 	 
	5.1 Amendments
	 	 	3	 
	 
	 	 	 	 
	5.2 Preservation of Negative Pledge Agreement
	 	 	3	 
	 
	 	 	 	 
	5.3 Preservation of rights and liabilities
	 	 	3	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	3	 
	 
	 	 	 	 
	7. GOVERNING LAW
	 	 	3	 
	 
	 	 	 	 
	8. COUNTERPARTS
	 	 	3	 
	 
	 	 	 	 
	9. EXECUTION
	 	 	4	 
	 
	 	 	 	 
	9.1 One execution per party
	 	 	4	 
	 
	 	 	 	 
	9.2 Order of execution of documents
	 	 	4	 





SCHEDULE 1 MEMBERS



SCHEDULE 2 NEW MEMBERS



SCHEDULE 3



SCHEDULE 4 AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT



SCHEDULE 5 RETIRING MEMBER



SCHEDULE 6




-i-




[*] Confidential Treatment Requested











 



 




EIGHTH AMENDING DEED AND ACCESSION DEED

(NEGATIVE PLEDGE AGREEMENT)




THIS DEED is made on 22 April 2008




	 	 	 
	PARTIES
	 	 
	 
	 	 
	 
	Member

	 	The companies named in schedule 1
	 
	 	 
	 
	New Member

	 	The companies listed in schedule 2
	 
	 	 
	 
	 
	 	 
	 
	Bank

	 	Commonwealth Bank of Australia ACN 123 123 124
	 

	 	Level 15, 52 Martin Place, Sydney, NSW
	 
	 	 
	 





RECITALS





	A.	 	The Negative Pledge Agreement and the Facility Agreement were originally entered into on 29
October 1991. Since then both agreements have been subject to numerous amendments. Both
agreements are being further amended, the Negative Pledge Agreement by this deed.
	 
	B.	 	Under the terms of the Negative Pledge Agreement, Members agree to provide various covenants
in favour of the Bank in consideration for the Bank agreeing to provide financial
accommodation to various Members of the Sims Group.
	 
	C.	 	Clauses 8 and 9 of the Negative Pledge Agreement require Members to procure entities which
become Related Parties of a Member to accede to the Negative Pledge Agreement.
	 
	D.	 	In compliance with those obligations, the New Member is to accede to the Negative Pledge
Agreement.
	 
	E.	 	The parties have agreed to vary the Negative Pledge Agreement in the manner set out in
schedule 4.




THIS DEED WITNESSES and it is agreed as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The definitions appearing in the Negative Pledge Agreement (as amended by this deed) apply
in this deed, unless defined below:





	 	 	 	 	 	 	 
	 

	 	“Effective Date”
	 	-
	 	the date of this deed;





[*] Confidential Treatment Requested











 



2.


	 	 	 	 	 	 	 
	 

	 	“Negative Pledge Agreement”
	 	-
	 	the deed named “Negative Pledge” dated 29
October 1991 between the Bank, Sims and the
companies named in schedule 1 of that deed, as
amended, supplemented or varied by the
documents listed in schedule 3 (with the
exception of this Deed); and
	 
	 	 	 	 	 	 
	 

	 	“Retiring Member”
	 	-
	 	the company listed in schedule 5







	1.2	 	Interpretation
	 
	 	 	Clause 1.2 of the Negative Pledge Agreement applies to this deed as if it were set out in
full here.
	 
	2.	 	ACCESSION
	 
	2.1	 	Accession from Effective Date
	 
	 	 	Subject to clause 4, with effect on and from the Effective Date, the New Member agrees to be
bound by the terms of the Negative Pledge Agreement as if it were an original party to the
Negative Pledge Agreement as a Member with all the rights, obligations and warranties of a
Member under the Negative Pledge Agreement.
	 
	2.2	 	Agreement to which Accession Applies
	 
	 	 	For the purposes of clause 2.1, “Negative Pledge Agreement” means the Negative Pledge
Agreement as amended by this deed.
	 
	3.	 	RETIREMENT
	 
	 	 	The parties acknowledge and agree that with effect from the Effective Date:






	 	(a)	 	the Retiring Member is no longer party to, or a Member under, the Negative
Pledge Agreement;
	 
	 	(b)	 	the Bank releases the Retiring Member from any obligations under the Negative
Pledge Agreement; and
	 
	 	(c)	 	the Member consents to the retirement of the Retiring Member on the terms of
this deed.






	4.	 	CONDITIONS PRECEDENT
	 
	 	 	This deed will not take effect until the Bank notifies Sims Group Limited in writing that it
has received all of the following in form and substance satisfactory to it




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3.








	 	(a)	 	a legal opinion confirming that upon execution by each New Member of this deed,
it will create valid, binding and enforceable obligations of that New Member;
	 
	 	(b)	 	this deed;
	 
	 	(c)	 	the Fifth Group Guarantee Accession Deed;
	 
	 	(d)	 	the Tenth Amending Agreement (Multi Option Facility Agreement); and
	 
	 	(e)	 	such other documents as the Bank may reasonable require






	5.	 	AMENDMENTS TO NEGATIVE PLEDGE AGREEMENT
	 
	5.1	 	Amendments
	 
	 	 	With effect on and from the Effective Date, the Negative Pledge Agreement is amended as
shown in schedule 4.
	 
	5.2	 	Preservation of Negative Pledge Agreement
	 
	 	 	Except to the extent amended by this deed, the Negative Pledge Agreement continues in effect
and is confirmed.
	 
	5.3	 	Preservation of rights and liabilities
	 
	 	 	All rights and liabilities in respect of the Negative Pledge Agreement arising prior to the
Effective Date are confirmed and unaffected.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The New Member represents and warrants that the representations and warranties contained in
clause 5 of the Negative Pledge Agreement are true and correct as if made on the Effective
Date in respect of the facts and circumstances then subsisting and as if reference to the
‘Transaction Documents” included this deed and a general reference to “Each Member” or
“Members” included the New Member.
	 
	7.	 	GOVERNING LAW
	 
	 	 	This deed is governed by and construed in accordance with the law of the State of New South
Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
to the courts of that State and courts of appeal from them.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This deed may consist of a number of counterparts and the counterparts taken together
constitute one and the same instrument.





[*] Confidential Treatment Requested











 



4.


	9.	 	EXECUTION
	 
	9.1	 	One execution per party
	 
	 	 	Any party executing this deed executes it in all capacities in which that party is described
in this deed (including Schedules 1 and 2).
	 
	9.2	 	Order of execution of documents
	 
	 	 	The parties acknowledge that, in addition to this deed, some of the parties will be
executing:






	 	(a)	 	a document described as the “Fifth Group Guarantee Accession Deed”; and
	 
	 	(b)	 	a document described as the “Tenth Amending Agreement (Multi Option Facility
Agreement)”;






	 	 	at or around the same time as they execute this deed. The parties agree that, despite any
actual order in which the documents are executed, the order in which the parties will treat
the documents as having been executed is:






	 	(i)	 	firstly, the Fifth Group Guarantee Accession Deed;
	 
	 	(ii)	 	secondly, this deed; and
	 
	 	(iii)	 	thirdly, the Tenth Amending Agreement (Multi Option Facility Agreement).






	 	 	Each party covenants with each other party that it will not raise any argument that the
order of execution of documents is other than as set out in this clause.




EXECUTED as a deed.



[*] Confidential Treatment Requested











 



5.




SCHEDULE 1




MEMBERS




	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Sims Group Australia Holdings Limited

	 	ABN 37 008 634 526
	 	ACT
	 	Sims Group Limited
	Sims Group Limited

	 	ACN 114 838 630
	 	VIC
	 	Sims Co Limited
	Simsmetal Holdings Pty Limited

	 	ABN 97 000 021 563
	 	NSW	 	 
	Simsmetal Services Pty Limited

	 	ABN 76 000 166 987
	 	NSW	 	 
	Sims Manufacturing Pty Limited

	 	ABN 13 004 332 870
	 	VIC
	 	H&D Metals Pty Limited
	Sims Industrial Pty Limited

	 	ABN 95 000 090 479
	 	NSW
	 	Sims Products Holdings Pty Limited
	Sims Energy Pty Limited

	 	ABN 42 009 667 752
	 	QLD
	 	Simsmetal (QLD) Pty Limited
	Sims Group UK Limited

	 	3242331
	 	UK
	 	Simsmetal UK (Services) Limited
	Sims Group UK Holdings Limited

	 	2904307
	 	UK
	 	Simsmetal UK Holdings Limited
	Mirec BV

	 	company number 1707 3024
	 	Holland	 	 
	Sims Recycling Solutions AB

	 	 	 	Sweden	 	 
	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
	 	Simsmetal USA Corporation
	Sims Group Global

	 	 	 	Delaware
	 	Sims Hugo Neu





[*] Confidential Treatment Requested











 



6.


	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	Trade Corporation

	 	 	 	 	 	Global Trade Corporation
	North Carolina Resource Conservation, LLC

	 	 	 	North Carolina	 	 
	Sims Group USA Holdings Corporation

	 	 	 	Delaware
	 	Sims Hugo Neu Corporation
	SHN Co., LLC

	 	 	 	Delaware	 	 
	HNE Recycling LLC

	 	 	 	Delaware	 	 
	HNW Recycling LLC

	 	 	 	Delaware	 	 
	Schiabo Larovo Corporation

	 	 	 	Delaware	 	 
	Simsmetal East LLC

	 	 	 	Delaware
	 	Sims Hugo Neu East LLC
	Simsmetal West LLC

	 	 	 	Delaware
	 	Sims Hugo Neu West LLC
	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	 	 
	Metal Management Midwest, Inc.

	 	 	 	Illinois	 	 
	Metal Management Mississippi, Inc.

	 	 	 	Delaware	 	 





[*] Confidential Treatment Requested











 



7.


	 	 	 	 	 	 	 
	 	 	COMPANY	 	PLACE OF	 	 
	COMPANY NAME	 	NUMBER	 	INCORPORATION	 	FORMER NAME
	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

	 	 	 	Delaware	 	 





[*] Confidential Treatment Requested











 



8.


SCHEDULE 2




NEW MEMBERS




	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Recycling Solutions AB

	 	 	 	Sweden
	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
	SHN Co., LLC

	 	 	 	Delaware
	HNE Recycling LLC

	 	 	 	Delaware
	HNW Recycling 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
	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





[*] Confidential Treatment Requested











 



9.


	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Metal Management West, Inc.

	 	 	 	Colorado
	NM 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

	 	 	 	Delaware





[*] Confidential Treatment Requested











 



10.


SCHEDULE 3




(Documents amending the original Negative Pledge Agreement of 29 October 1991)





	(a)	 	letters dated 7 April, 1 and 30 September and 18 November 1992 and 4 February and 10 June
1993 from the Bank;
	 
	(b)	 	the deed named “Negative Pledge Amendment Deed” dated 14 March 1994 between the Bank, Sims
and the companies named in schedule 1 of that deed;
	 
	(c)	 	the deed named “Accession Deed” dated 28 April 1994 between the Bank and Sims UK Holdings;
	 
	(d)	 	the deed named “Second Amending and Accession Deed” dated 21 March 1996 between Sims and the
other companies named in the schedule to that deed as members, Sims Aluminium Pty Limited as
new member and the Bank;
	 
	(e)	 	the deed named “Third Amending Deed (Negative Pledge Agreement)” dated 21 September 1998
between Sims and the other companies named in the schedule to that deed as members and the
Bank;
	 
	(f)	 	the deed named “Fourth Amending Deed (Negative Pledge)” dated 22 September 1999 between Sims
and the other companies named in the schedule to that deed as members, and the Bank;
	 
	(g)	 	the deed named “Fifth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
3rd November 2000 between Sims and the other companies named in schedule 1 to that
deed as members, the companies named in schedule 2 to that deed as new members and the Bank;
	 
	(h)	 	the deed named “Sixth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated 31
October 2005;
	 
	(i)	 	the agreement named “Accession and Retirement Agreement (Multi Option Facility Agreement and
Negative Pledge Agreement)” dated 7 December 2005 between the Borrower, Simsmetal Finance
Limited, the companies named in schedule 1 to that agreement, the companies named in schedule
2 to that agreement and the Bank;
	 
	(j)	 	the deed named “Seventh Amending Deed and Accession Deed (Negative Pledge Agreement)” dated 5
March 2008; and
	 
	(k)	 	the deed named “Eighth Amending Deed and Accession Deed (Negative Pledge Agreement)” dated
the date of this Deed (ie. this document).





[*] Confidential Treatment Requested











 



11.







SCHEDULE 4




AMENDMENTS TO THE NEGATIVE PLEDGE AGREEMENT




Definitions





	1.	 	In the definition of “Facility Agreement”:






	 	(a)	 	delete the word “and” at the end of paragraph (j);
	 
	 	(b)	 	substitute the current paragraph (k) with the following:






	 	“(j) 	 	 the agreement named “Ninth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated 5 March 2008 between the
Borrower, the companies named in schedule 1 to that agreement and the Bank;
and”






	 	 	and






	 	(c)	 	insert the following new paragraph (l):






	 	“(l) 	 	 the agreement named “Tenth Amending Agreement and Accession
Agreement (Multi Option Facility Agreement)” dated       March 2008
between the Borrower, the companies named in schedule 1 to that agreement and
the Bank.”






	2.	 	Insert the following in alphabetical order.





	 	 	 	 	 	 	 
	 

	 	“German Member”
	 	-
	 	a Member which is incorporated in, resident in or whose
principal area of business is Germany;”







	3.	 	Add the following words at the end of the definition of “Member” immediately before the
semi-colon:






	 	 	 	“as amended from time to time by written request from Sims and written agreement by
the Bank”






	4.	 	Replace the existing definition of “Related Party” with the following:





	 	 	 	 	 	 	 	 	 
	 	 	Related Party	-	 	 	Has the meaning given to the term “related party” in
paragraphs (a) - (e) inclusive of Approved Accounting
Standard AASB1017: Related Party Disclosures but:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)
	 	excludes any entity which from time to time Sims
notifies to the Bank in writing, and the Bank agrees in





[*] Confidential Treatment Requested











 



12.


	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	writing, is not to be a Related Party for the purposes of
this Deed; and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	in relation to Sims, only paragraph (b) of the AASB1017
definition applies;






Negative Pledge





	5.	 	In the second line of clause 3, replace “Member” with “member”.
	 
	6.	 	In clause 3(a)(i), replace “Member” with “member”.
	 
	7.	 	Replace clause 3(b) with the following:






	 	“(b) 	 	transfer, sell, assign, surrender, convey, lease, lend (other than to Members),
licence, discount or otherwise dispose of, or (subject to paragraph(a) hereof) create
any interest in, all or any part of its Assets (hereinafter called a “Disposal” and the
party making the Disposal a “Disposor”) amounting in value to 10% or more of Total
Tangible Assets, either in a single transaction or in a series of transactions and
whether related or not:






	 	(i)	 	for less than full consideration in money on an arms length
basis; or
	 
	 	(ii)	 	if the subject Assets or part thereof will or may at the
Disposor’s option be re-acquired by or leased to the Disposor or if the
possession or use of the subject Assets or part thereof is retained or obtained
by the Disposor,






	 	 	 	without the consent of the Bank;”






	8.	 	Insert in clause 3 after clause 3 (c) the following:






	 	“(d) 	 	 Subclauses 3(a)-(c) do not apply to the conduct of a German Member to the
extent that, in relation to such conduct, those subclauses would be rendered
inoperative or unenforceable against that German Member under German law pursuant to
Sections 1136 German Civil Code (Bürgerliches Gesetzbuch).”






	9.	 	Insert in clause 7 after clause 7.1(s) the following:






	 	“(t) 	 	 Disposal of Assets by German Member without consent: a German Member engages
in conduct to which subclauses 3(a)-(c) do not apply (due to the operation of subclause
3(d)) but which, if subclauses 3(a)-(c) did apply to that conduct, would cause that
German Member to breach any of subclauses 3(a)-(c) unless approved by the Bank in
writing;”





Financial Ratios





	10.	 	Substitute clause 4(d) with the following:





[*] Confidential Treatment Requested











 



13.


	 	 	interlocking guarantee accounts: The Guarantor Total Tangible Assets and Guarantor EBITDA
respectively must, on each Calculation Date, amount to not less than 80% of Total Tangible
Assets and EBITDA respectively. (For the purposes of this subclause (d), the Guarantor
Total Tangible Assets and Guarantor EBITDA are calculated using the same method as set out
in the definitions of Total Tangible Assets and EBITDA in clause 1.1 of this Deed, but
replacing all references to the Sims Group with references to the Guarantors [excluding any
German Guarantor]. Where other defined terns are referenced in the definitions of Total
Tangible Assets and EBITDA, the same replacement is made in respect of those defined terms.)





Procurement and Retirement of Members





	11.	 	In clause 9(a), insert the following words at the end of the clause immediately before the
full stop:
	 
	 	 	“(as amended from time to time by written request from Sims and written agreement by the
Bank)”.
	 
	12.	 	In clause 9(b), replace the bracketed words immediately preceding subparagraph (i) with the
following:
	 
	 	 	“(other than with respect to entities which Sims and the Bank agree to exclude from this
sub-clause, whether by adding those entities to Schedule 2, or by agreeing that those
entities are not to be treated as Related Parties, or otherwise):”.





Schedule 1





	13.	 	Substitute Schedule 1 with a new Schedule identical to Schedule 1 of this deed.





Schedule 2





	14.	 	Substitute Schedule 2 with Schedule 6 of this deed.





[*] Confidential Treatment Requested











 



14.







SCHEDULE 5




RETIRING MEMBER




	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Aluminium Pty Limited

	 	ABN 93 004 370 905
	 	VIC





[*] Confidential Treatment Requested











 



15.


SCHEDULE 6




	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Aluminium Pty Limited

	 	 	 	VIC
	Sims Tyrecycle Pty Limited

	 	 	 	VIC
	Sims Tyrecycle Properties Pty Limited

	 	 	 	VIC
	Universal Inspection and Testing Company Pty
Limited

	 	 	 	NSW
	LMS Energy Pty Limited

	 	 	 	SA
	LMS Generation Pty Limited

	 	 	 	SA
	Consolidated Extrusions Pty Limited

	 	 	 	NSW
	Consolidated Extrusions (Management) Pty Limited

	 	 	 	NSW
	Australian Refined Alloys Pty Limited

	 	 	 	NSW
	Australian Refined Alloys (Sales) Pty Limited

	 	 	 	NSW
	Sims E-Recycling Pty Ltd

	 	 	 	NSW
	Simsmetal Executive Staff Superannuation Pty Ltd

	 	 	 	NSW
	Simsmetal Staff Equity Pty Limited

	 	 	 	NSW
	Sims Superannuation Management Pty Limited

	 	 	 	NSW
	Sims Group Mauritius Limited

	 	 	 	Mauritius
	Trishyiraya Recycling India Private Limited

	 	 	 	India
	Sims Recycling Solutions Pte Ltd

	 	 	 	Singapore
	United Castings Limited

	 	 	 	UK
	Sims Group UK Intermediate Holdings Limited

	 	 	 	UK
	Sims Recycling Solutions UK Holding Limited

	 	 	 	Scotland
	Sims Recycling Solutions UK Group Limited

	 	 	 	Scotland
	Sims Recycling Solutions NV

	 	 	 	Belgium
	Sims Recycling Solutions UK Limited

	 	 	 	Scotland





[*] Confidential Treatment Requested











 



16.


	 	 	 	 	 
	 	 	 	 	PLACE OF
	COMPANY NAME	 	COMPANY NUMBER	 	INCORPORATION
	Sims Group UK Pension Trustees Limited

	 	 	 	UK
	Sims Cymru Limited

	 	 	 	UK
	ER Coley (Steel) Limited

	 	 	 	UK
	Recommit Limited

	 	 	 	UK
	ER Coley (Cast) Limited

	 	 	 	UK
	Extruded Metals (New Zealand) Limited

	 	 	 	New Zealand
	Sims Pacific Metals Limited

	 	 	 	New Zealand
	PNG Recycling Limited

	 	 	 	Papua New Guinea
	IKISE Geri Donusum Sanayi ve Ticaret Limited
Sirkett

	 	 	 	Turkey
	Metal Management Aerospace, Inc.

	 	 	 	Delaware
	Metal Management Nashville, LLC

	 	 	 	Delaware
	Port Albany Ventures, LLC

	 	 	 	Delaware
	Rondout Iron & Metal, LLC

	 	 	 	Delaware
	Dover Barge Company

	 	 	 	Delaware
	SA Recycling LLC

	 	 	 	Delaware
	T&L Properties Corporation

	 	 	 	California
	American Metals Recycling Corp.

	 	 	 	California
	Colton Iron & Metal, LLC

	 	 	 	California
	Oxnard Metals Corporation

	 	 	 	California
	Lancaster Recycling, LLC

	 	 	 	California
	Remedy Environmental Services LLC

	 	 	 	California
	Las Vegas Metals Recycling, LLC

	 	 	 	Nevada
	SA Recycling de Mexico S. de R.L. de C.V.

	 	 	 	Mexico
	SA Recycling de Mexico Noroeste S. de R.L. de C.V.

	 	 	 	Mexico





[*] Confidential Treatment Requested











 



17.


EXECUTION




Members




	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS GROUP AUSTRALIA HOLDINGS

	 	 	)	 	 	 	 	 
	LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS GROUP LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL HOLDINGS PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 





[*] Confidential Treatment Requested











 



18.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL SERVICES PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS MANUFACTURING PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS INDUSTRIAL PTY

	 	 	)	 	 	 	 	 
	LIMITED by authority of the

	 	 	)	 	 	 	 	 
	directors in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 





[*] Confidential Treatment Requested











 



19.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMS ENERGY PTY LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS GROUP UK LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	SIMS GROUP UK HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	acting by:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director/secretary (print)	 	 





[*] Confidential Treatment Requested











 



20.


	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	MIREC BV

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director/secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS AB

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	by authority of the directors

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of director

	 	 	 	 	 	Signature of director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of director (print)

	 	 	 	 	 	Name of director (print)	 	 





[*] Confidential Treatment Requested











 



21.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS M+R GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP GERMAN HOLDINGS GMBH

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS ASIA HOLDINGS LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP RECYCLING SOLUTIONS

	 	 	)	 	 	 	 	 
	CANADA LTD

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



22.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SIMS GROUP CANADA HOLDINGS
LIMITED

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	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)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



23.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	NORTH CAROLINA RESOURCE

	 	 	)	 	 	 	 	 
	CONSERVATION, LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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)
	 	 	 	 	 	 	 	 






[*] Confidential Treatment Requested











 



24.


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNE RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)

)

)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	HNW RECYCLING LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	SCHIABO LAROVO CORPORATION

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



25


	 	 	 	 	 	 	 	 	 
	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

	 	 	)	 	 	 	 	 
	SIMS RECYCLING SOLUTIONS, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



26


	 	 	 	 	 	 	 	 	 
	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

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



27


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	CIM TRUCKING, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT ALABAMA, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT ARIZONA, L.L.C.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



28 


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT CONNECTICUT,


	 	 	)	 	 	 	 	 
	INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT INDIANA, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MEMPHIS, L.L.C.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



29 


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MIDWEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT MISSISSIPPI,


	 	 	)	 	 	 	 	 
	INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT NEW HAVEN,

	 	 	)	 	 	 	 	 
	INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



30


	 	 	 	 	 	 	 	 	 
	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 PITTSBURG, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



31


	 	 	 	 	 	 	 	 	 
	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











 



32 


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL MANAGEMENT WEST, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



33 


	 	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	NEW YORK RECYCLING VENTURES, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST GP, INC.

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	PROLER SOUTHWEST LP

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



34


	 	 	 	 	 	 	 	 	 
	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)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by

	 	 	)	 	 	 	 	 
	METAL DYNAMICS DETROIT LLC

	 	 	)	 	 	 	 	 
	by its officer:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of officer (please print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested











 



35


	 	 	 	 	 	 	 	 	 
	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)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bank
	 	 	 	 	 	 	 	 
	 
	SIGNED SEALED and DELIVERED
	 	 	 	 	 	 	 	 
	for and on behalf of COMMONWEALTH

	 	 	)	 	 	 	 	 
	BANK OF AUSTRALIA by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	its attorney under power of attorney

	 	 	)	 	 	 	 	 
	registered Book            No.  

	 	 	)	 	 	 	 	 
	who declares that he is

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	of Commonwealth Bank of Australia

	 	 	)	 	 	Attorney	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature of witness
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 	 	 





[*] Confidential Treatment Requested