exv4w13






Exhibit 4.13



CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
PORTIONS OF THIS AGREEMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.




Agreement




Sims Metal Management Limited



Multi-option facility agreement



Commonwealth Bank of Australia



Each Borrower specified in Schedule 1



adam.stapledon@freehills.com




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Contents



Table of contents




	 	 	 	 	 	 	 	 	 

	 	 	The agreement	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 	 	Operative part	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	1	 	Definitions and interpretation	 	 	2	 
	 
	 	1.1	 	Agreement components	 	 	2	 
	 
	 	1.2	 	Definitions	 	 	2	 
	 
	 	1.3	 	Incorporated definitions	 	 	13	 
	 
	 	1.4	 	Incorporated provisions	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	2	 	Conditions precedent	 	 	14	 
	 
	 	2.1	 	Conditions precedent to initial Funding Portion	 	 	14	 
	 
	 	2.2	 	Conditions precedent to all Funding Portions	 	 	14	 
	 
	 	2.3	 	Certified copies	 	 	15	 
	 
	 	2.4	 	Benefit of conditions precedent	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	3	 	Roll over of principal outstanding	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	4	 	Commitment, purpose and availability of Facility	 	 	17	 
	 
	 	4.1	 	Provision of Commitment	 	 	17	 
	 
	 	4.2	 	Purpose	 	 	17	 
	 
	 	4.3	 	Cancellation of Commitment during Availability Period	 	 	17	 
	 
	 	4.4	 	Cancellation at end of Availability Period	 	 	18	 
	 
	 	4.5	 	Review and renewal of Commitment	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	5	 	Funding and rate setting procedures	 	 	19	 
	 
	 	5.1	 	Delivery of Funding Notice	 	 	19	 
	 
	 	5.2	 	Requirements for a Funding Notice	 	 	19	 
	 
	 	5.3	 	Irrevocability of Funding Notice	 	 	20	 
	 
	 	5.4	 	Amount of Funding Portions	 	 	20	 
	 
	 	5.5	 	Selection of Funding Periods	 	 	20	 
	 
	 	5.6	 	Determination of Funding Rate	 	 	21	 
	 
	 	5.7	 	Market disruption	 	 	21	 
	 
	 	5.8	 	Confidentiality	 	 	22	 
	 
	 	5.9	 	Currency movements	 	 	22	 
	 
	 	5.10	 	Unavailability of a currency	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	6	 	Cash Advance Facility	 	 	23	 
	 
	 	6.1	 	Provision of Funding Portions	 	 	23	 
	 
	 	6.2	 	Number of Funding Portions	 	 	24	 
	 
	 	6.3	 	Consolidation and division of Funding Portions	 	 	24	 
	 
	 	6.4	 	Selection Notice	 	 	24	 
	 
	 	6.5	 	Repayment	 	 	24	 
	 
	 	6.6	 	Prepayment under Cash Advance Facility	 	 	24	 






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	 	6.7	 	Prepayment date	 	 	25	 
	 
	 	6.8	 	Interest	 	 	25	 
	 
	 	6.9	 	Liquidity Bills	 	 	25	 
	 
	 	6.10	 	Fees	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	7	 	Commercial Bills Facility	 	 	26	 
	 
	 	7.1	 	Bill acceptance and endorsement procedure	 	 	26	 
	 
	 	7.2	 	Preparation of Bills	 	 	26	 
	 
	 	7.3	 	Failure to prepare Bills	 	 	27	 
	 
	 	7.4	 	Form of Bills	 	 	27	 
	 
	 	7.5	 	Restriction on use by the Lender	 	 	28	 
	 
	 	7.6	 	Tax on Bills	 	 	28	 
	 
	 	7.7	 	Signing of Bills and appointment of Lender as attorney	 	 	28	 
	 
	 	7.8	 	Notification of rate and discounting procedure	 	 	28	 
	 
	 	7.9	 	Bills accepted or endorsed but not discounted	 	 	29	 
	 
	 	7.10	 	Borrower’s primary liability to pay Bills	 	 	29	 
	 
	 	7.11	 	Indemnity in respect of Bills	 	 	30	 
	 
	 	7.12	 	Variation of procedures	 	 	30	 
	 
	 	7.13	 	Fees	 	 	30	 
	 
	 	7.14	 	Repayment by cash cover and netting	 	 	30	 
	 
	 	7.15	 	Acknowledgment regarding signed Bills	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	8	 	Credit Support Facility	 	 	31	 
	 
	 	8.1	 	Issue of Credit Support Documents	 	 	31	 
	 
	 	8.2	 	Additional Funding Notice requirements	 	 	31	 
	 
	 	8.3	 	Form of Credit Support Documents	 	 	32	 
	 
	 	8.4	 	Prepayment under Credit Support Facility	 	 	32	 
	 
	 	8.5	 	Prepayment date	 	 	33	 
	 
	 	8.6	 	Cash cover	 	 	33	 
	 
	 	8.7	 	Fees	 	 	33	 
	 
	 	8.8	 	Tax on Credit Support Documents	 	 	34	 
	 
	 	8.9	 	Liability of Borrowers	 	 	34	 
	 
	 	8.10	 	Early expiration or reduction	 	 	34	 
	 
	 	8.11	 	Beneficiary Contracts and notification	 	 	34	 
	 
	 	8.12	 	Obligations of the Lender	 	 	35	 
	 
	 	8.13	 	Indemnity in respect of Credit Support Document	 	 	35	 
	 
	 	8.14	 	Unconditional nature of Borrower’s obligations	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	9	 	Trade Finance Facility	 	 	37	 
	 
	 	9.1	 	Additional Funding Notice requirements	 	 	37	 
	 
	 	9.2	 	Provision of Advances	 	 	38	 
	 
	 	9.3	 	Application of Trade Advances	 	 	38	 
	 
	 	9.4	 	Repayment of Trade Advances	 	 	38	 
	 
	 	9.5	 	Interest on Advances	 	 	38	 
	 
	 	9.6	 	Issue of Documentary LCs	 	 	38	 
	 
	 	9.7	 	Form of Documentary LCs	 	 	39	 
	 
	 	9.8	 	Credit Support Document terms apply to Documentary LC	 	 	39	 
	 
	 	9.9	 	Foreign Bills Negotiation	 	 	39	 
	 
	 	9.10	 	Interest on Proceeds of Negotiation	 	 	39	 
	 
	 	9.11	 	Repayment of Proceeds of Negotiation	 	 	40	 
	 
	 	9.12	 	Extension of repayment of Proceeds of Negotiation	 	 	40	 
	 
	 	9.13	 	Fees	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	10	 	Overdraft Facility	 	 	40	 
	 
	 	10.1	 	Overdraft Facility	 	 	40	 






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	 	10.2	 	Funding Portions	 	 	41	 
	 
	 	10.3	 	Prepayment	 	 	41	 
	 
	 	10.4	 	Fees	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	11	 	Representations and warranties	 	 	41	 
	 
	 	11.1	 	Representations and warranties	 	 	41	 
	 
	 	11.2	 	Survival and repetition of representations and warranties	 	 	41	 
	 
	 	11.3	 	Reliance by Lender	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	12	 	Undertakings	 	 	42	 
	 
	 	12.1	 	Incorporated undertakings	 	 	42	 
	 
	 	12.2	 	Compliance	 	 	42	 
	 
	 	12.3	 	Term of undertakings	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	13	 	Events of Default	 	 	42	 
	 
	 	13.1	 	Events of Default	 	 	42	 
	 
	 	13.2	 	Effect of Event of Default	 	 	42	 
	 
	 	13.3	 	Application of cash cover under Commercial Bills
Facility, Trade Finance Facility and Credit Support
Facility	 	 	42	 
	 
	 	13.4	 	New Related Body Corporate	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	14	 	Fees	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	15	 	Interest on overdue amounts	 	 	44	 
	 
	 	15.1	 	Payment of interest	 	 	44	 
	 
	 	15.2	 	Accrual of interest	 	 	44	 
	 
	 	15.3	 	Rate of interest	 	 	44	 
	 
	 	 	 	 	 	 	 	 
	16	 	Assignment and substitution	 	 	44	 
	 
	 	 	 	 	 	 	 	 
	17	 	Additional Borrowers	 	 	45	 
	 
	 	17.1	 	Additional Borrowers	 	 	45	 
	 
	 	17.2	 	Repetition of Representations	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	18	 	General	 	 	45	 
	 
	 	18.1	 	Governing law and jurisdiction	 	 	45	 
	 
	 	18.2	 	Prohibition and enforceability	 	 	46	 
	 
	 	18.3	 	Waivers	 	 	46	 
	 
	 	18.4	 	Variation	 	 	46	 
	 
	 	18.5	 	Cumulative rights	 	 	46	 
	 
	 	18.6	 	Counterparts	 	 	46	 
	 
	 	18.7	 	Attorneys	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	 	 	Schedules	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Borrowers	 	 	49	 
	 
	 	 	 	 	 	 	 	 
	 	 	Key Terms Schedule	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fee Schedule	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	 	 	Funding Notices	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	 	 	Selection Notice	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	 	 	Renewal Notice	 	 	66	 






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Contents




	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	Roll over of existing Drawings	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 	 	Signing page	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	 	 	Attachments	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Accession Deed — Additional Borrowers	 	 	 	 






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The agreement




Multi-option facility agreement




Date 42 November 2009




	 	 	 

	Between the parties
	 	 
	 
	 	 
	Original Borrower

	 	Each of the persons listed in Schedule 1
	 
	 	 
	Lender

	 	Commonwealth Bank of Australia
	 
	 	 
	 

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

	 	The Lender has agreed to provide the
Facilities to the Borrowers on the terms of this
agreement.
	 
	 	 
	The parties agree

	 	as set out in the Operative part of this
agreement, in consideration of, among other
things, the mutual promises contained in this
agreement.






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Operative part





	1	 	Definitions and interpretation
	 
	1.1	 	Agreement components
	 
	 	 	This agreement includes any schedule.
	 
	1.2	 	Definitions
	 
	 	 	The meanings of the terms used in this document are set out below.





	 	 	 
	Term	 	Meaning
	Accession Deed
	 	an accession deed in the form of Attachment 1.

	 	 	 

	Additional Borrower
	 	a person which becomes an Additional Borrower in accordance with clause 17.

	 	 	 

	Applicable Screen Rate
	 	in respect of a Funding Period and a Funding Portion denominated in:

	 	 	 

	 	 	1     A$, the average bid rate quoted on the page entitled ‘BBSY’ on the Reuters
Monitor System or any Replacement Page at or about 10.10am (Sydney time) on the Rate Set
Date for that Funding Portion;

	 	 	 

	 	 	2     US Dollars, the arithmetic mean of the rates quoted on the page entitled
‘LIBOR01’ on the Reuters Monitor System or any Replacement Page at or about 11.00am
(London time) on the Rate Set Date for that Funding Portion for Euro deposits in US
Dollars;

	 	 	 

	 	 	3     Sterling, the rate quoted on the page entitled ‘LIBOR01’ on the Reuters Monitor
System or any Replacement Page at or about 11.00am (London time) on the Rate Set Date for
that Funding Portion for deposits in Sterling;

	 	 	 

	 	 	4     Euro, the rate quoted on the page entitled ‘EURIBOR01’ on the Reuters Monitor
System or any Replacement Page at or about 11.00am (Brussels time) on the Rate Set Date
for that Funding Portion;

	 	 	 

	 	 	5     CAD, the rate quoted on the page entitled ‘LIBOR01’ on the Reuters Monitor
System or any Replacement Page at or about 11.00am (Ottawa time) on the Rate Set Date for
that Funding Portion for deposits in Sterling;

	 	 	 

	 	 	6     any other Available Currency, the rate agreed by the Lender at the time such
currency is approved by the Lender,

	 	 	 

	 	 	in each case for a term equal to, or if not equal to most closely approximating, that
Funding Period: if the rate is not displayed on any Rate Set Date for such a term, but
rates are displayed for terms longer and shorter than that period, then the rate will be
determined by the Lender by linear interpolation between the nearest longer and shorter
terms.







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1     Definitions and interpretation





	 	 	 
	Term	 	Meaning
	Application for

Irrevocable Documentary

Credit
	 	an application for irrevocable documentary credit in the form most recently notified to
Sims by the Lender.

	 	 	 

	Available Currency
	 	A$, US Dollars, Sterling, CAD and Euro and any other currency approved by the Lender.

	 	 	 

	Availability Period
	 	in relation to a Facility, the period commencing on the date on which the conditions
precedent set out in clause 2.1 are satisfied or waived by the Lender and ending on the
earlier of:

	 	 	 

	 	 	1     the Termination Date (if any) for that Facility;

	 	 	 

	 	 	2     the date falling one month prior to the Final Termination Date; and

	 	 	 

	 	 	3     the date on which the Commitment is cancelled in full under this agreement.

	 	 	 

	Bank Guarantee
	 	a guarantee issued by the Lender under the Credit Support Facility.

	 	 	 

	Base Rate
	 	on any Rate Set Date in respect of a Funding Period for a Funding Portion:

	 	 	 

	 	 	1     the Applicable Screen Rate for the Funding Period and the Funding Portion; or

	 	 	 

	 	 	2     if on the Rate Set Date for any reason the Applicable Screen Rate is not
displayed or the basis on which the Applicable Screen Rate is displayed is changed and in
the opinion of the Lender it ceases to reflect the Lender’s cost of funding to the same
extent as at the date of this agreement, then the Base Rate will be the rate determined
by the Lender to be the average of rates quoted to the Lender by 3 Reference Banks on the
Rate Set Date for:

	 	 	 

	 	 	•     in the case of a Funding Portion denominated in A$ the rate percent per
annum determined by the Lender as the average of the rates quoted to the Lender by each
Reference Bank for the purchase of Bills accepted by the Reference Bank which have a
tenor equal to the Funding Period of the Funding Portion and a Face Value Amount equal to
the amount of the Funding Portion; or

	 	 	 

	 	 	•     in the case of a Funding Portion denominated in a Foreign Currency, the
rate determined by the Lender based on the rates otherwise quoted by the Reference Banks
(or so many of them as are prepared to quote such rates), on application by the Lender,
for deposits in that currency for a term equal to the Funding Period of the Funding
Portion commencing on that Funding Date in an amount equal to the amount of the Funding
Portion; and

	 	 	 

	 	 	3     if, on the Rate Set Date, the Base Rate for a Funding Portion cannot be
determined in accordance with paragraphs (1) or (2) of this definition, the Base Rate
will be the Lender’s cost of funding the Funding Portion for the Funding Period.

	 	 	 

	 	 	All calculations of rates for the purposes of this definition will be expressed as a
percent per annum.

	 	 	 

	Beneficiary
	 	the beneficiary of a Credit Support Document or a Documentary LC.







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1     Definitions and interpretation





	 	 	 
	Term	 	Meaning
	Beneficiary Contract
	 	each agreement between a Borrower and a Beneficiary where the Lender has issued a Credit
Support Document or a Documentary LC in favour of the Beneficiary to support the
obligations of the Borrower to the Beneficiary under that agreement.

	 	 	 

	Bill Acceptance / Endorsement

Fee
	 	the fee payable to the Lender for accepting or endorsing Bills, calculated in accordance
with clause 7.13(a).

	 	 	 

	Bill Acceptance / Endorsement

Fee Rate
	 	on any date, in respect of a Bill Funding, the % per annum under the heading “Bill
Acceptance/Endorsement Fee Rate” corresponding to the most recent Gearing Ratio (as set
out in the most recent Compliance Certificate provided by Sims), as specified in Part 2
of the Key Terms Schedule under the heading “Bill Acceptance/Endorsement Fee Rate”.

	 	 	 

	Bill Discount Rate
	 	at any date the rate of discount expressed as a per cent yield to maturity per annum at
which the Lender is prepared at that date to purchase Bills accepted or endorsed by
itself.

	 	 	 

	Bill Funding
	 	any Funding Portion under the Commercial Bills Facility.

	 	 	 

	Borrower
	 	each Original Borrower and each Additional Borrower.

	 	 	 

	Break Costs
	 	for any repayment or prepayment the amount (if any) by which:

	 	 	 

	 	 	1     the interest on the amount repaid or prepaid which the Lender should have
received under this agreement (had the repayment or prepayment not occurred),


	 	 	 

	 	 	exceeds:

	 	 	 

	 	 	2     the return which the Lender would be able to obtain by placing the amount
repaid or prepaid to it on deposit with a Reference Bank nominated by it,

	 	 	 

	 	 	in each case for the period from the date of repayment or prepayment until the last day
of the then current Funding Period applicable to the repaid or prepaid amount. 

	 	 	 

	Business Day
	 	1     in relation to any Funding Portion or any other payment obligation, a day
(excluding a Saturday, Sunday or public holiday) on which banking institutions are open
for business:

	 	 	 

	 	 	•     in Sydney and Melbourne in relation to Dollars;

	 	 	 

	 	 	•     in New York City and Los Angeles in relation to US Dollars;

	 	 	 

	 	 	•     in London in relation to Sterling;

	 	 	 

	 	 	•     in Ottawa in relation to CAD;

	 	 	 

	 	 	•     in London in relation to Euro, provided that the relevant day is also a
TARGET Day in relation to Euro; and

	 	 	 

	 	 	2     for all other purposes, a day on which banks are open for business in Sydney
and Melbourne excluding a Saturday, Sunday or public holiday.







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	CAD
	 	the lawful currency of Canada.

	 	 	 

	Cash Advance Facility
	 	if specified as “Available” in Part 1 of the Key Terms Schedule, the cash advance
facility made available by the Lender to the Borrowers under clause 6 and on the terms
set out in Part 1 of the Key Terms Schedule.

	 	 	 

	Cash Advance Facility

Limit
	 	the “Facility Limit” in respect of the Cash Advance Facility (if any) as specified in
Part 1 of the Key Terms Schedule, as adjusted under this agreement.

	 	 	 

	Commercial Bills Facility
	 	if specified as “Available” in Part 2 of the Key Terms Schedule, the acceptance, discount
and endorsement facility made available by the Lender to the Borrowers under clause 7 and
on the terms set out in Part 2 of the Key Terms Schedule.

	 	 	 

	Commercial Bills

Facility Limit
	 	the “Facility Limit” in respect of the Commercial Bills Facility (if any) as specified in
Part 2 of the Key Terms Schedule, as adjusted under this agreement.

	 	 	 

	Commitment
	 	the amount specified as such in Part 6 of the Key Terms Schedule.

	 	 	 

	Commitment Fee Rate
	 	the “Commitment Fee Rate” specified in Part 6 of the Key Terms Schedule.

	 	 	 

	Common Terms Deed
	 	the deed entitled ‘Common Terms Deed’ dated on or about the date of this agreement
between, amongst others, the Lender and the Borrowers.

	 	 	 

	Credit Support Document
	 	1     each Bank Guarantee; and


	 	 	 

	 	 	2     each Standby LC, 

	 	 	 

	 	 	which is issued under the Credit Support Facility. 

	 	 	 

	Credit Support Document

Fee Rate
	 	for a Credit Support Document issued under the Credit Support Facility, the % per annum
under the heading “Credit Support Document Fee Rate” corresponding to the most recent
Gearing Ratio (as set out in the most recent Compliance Certificate provided by Sims),
specified in Part 3 of the Key Terms Schedule.

	 	 	 

	Credit Support Facility
	 	if specified as “Available” in Part 3 of the Key Terms Schedule, the credit support
document facility made available by the Lender to the Borrowers under clause 8 and on the
terms set out in Part 3 of the Key Terms Schedule.

	 	 	 

	Credit Support Facility

Limit
	 	the “Facility Limit” in respect of the Credit Support Facility (if any) as specified in
Part 3 of the Key Terms Schedule, as adjusted under this agreement.

	 	 	 

	Current Bill
	 	any Bill drawn under the Commercial Bills Facility which has not been







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	 	 	discharged in full
or in respect of which the obligations of the relevant Borrower or the Lender under this
agreement have not been satisfied.

	 	 	 

	Current Credit Support

Document
	 	each Credit Support Document which has not been discharged in full or in respect of which
a Borrower’s obligations under this agreement have not been satisfied.

	 	 	 

	Current Documentary LC
	 	each Documentary LC which has not been discharged in full or in respect of which a
Borrower’s obligations under this agreement have not been satisfied.

	 	 	 

	Current Dollar Amount
	 	at any time:

	 	 	 

	 	 	1     for a Funding Portion under the Cash Advance Facility or Overdraft Facility, or
for a Trade Advance or Proceeds of Negotiation denominated in:

	 	 	 

	 	 	•     Dollars, the principal amount of that Funding Portion outstanding at that
time;

	 	 	 

	 	 	•     a Foreign Currency, the Dollar Equivalent at that time of the principal
amount of that Funding Portion outstanding at that time;

	 	 	 

	 	 	2     for a Credit Support Document under the Credit Support Facility denominated in:

	 	 	 

	 	 	•     Dollars, its Face Value Amount at that time;

	 	 	 

	 	 	•     a Foreign Currency, the Dollar Equivalent at that time of its Face Value
Amount at that time; and

	 	 	 

	 	 	3     for a Documentary LC under the Trade Finance Facility denominated in:

	 	 	 

	 	 	•     Dollars, its Face Value Amount at that time;

	 	 	 

	 	 	•     a Foreign Currency, the Dollar Equivalent at that time of its Face Value
Amount at that time.

	 	 	 

	 	 	4     for a Bill under the Commercial Bills Facility denominated in Dollars, its Face
Value Amount at that time.

	 	 	 

	Discount Amount
	 	in respect of a Bill discounted by the Lender, the Dollar amount derived by application
of the following formula







	 	 	 	 

	FVA -

	 	FVA x 36500	 
	 	36500 + (D x R)	 









	 	 	 
	 	 	where:

	 	 	 

	 	 	FVA equals the Face Value Amount of the Bill;

	 	 	 

	 	 	R equals the Bill Discount Rate on the Funding Date on which the Bill is discounted
(expressed as a number eg 10.74% is expressed as 10.74); and

	 	 	 

	 	 	D equals the number of days in the Funding Period for the Bill.

	 	 	 

	Documentary LC
	 	a documentary letter of credit issued by the Lender under the Trade Finance Facility.







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	Documentary LC Fee Rate
	 	for a Documentary LC issued under the Trade Finance Facility, the “Documentary LC Fee
Rate” specified in Part 4 of the Key Terms Schedule.

	 	 	 

	Dollar Equivalent
	 	in relation to an amount expressed in a Foreign Currency at any time, the amount of
Dollars determined by translating that amount of Foreign Currency into Dollars at the
Exchange Rate for that Foreign Currency at that time.

	 	 	 

	Euro
	 	the single currency unit of each Participating Member State.

	 	 	 

	Event of Default
	 	any event specified in clause 13.1.

	 	 	 

	Exchange Rate
	 	in relation to any Foreign Currency, the spot rate of exchange determined by the Lender
to be the rate of exchange to buy that Foreign Currency with Dollars.

	 	 	 

	Exchange Rate

Calculation Date
	 	the last Business Day of each month.

	 	 	 

	Existing Multi-Option

Facility Agreement
	 	the multi-option facility agreement between, amongst others, Sims and the Lender dated 29
October 1991.

	 	 	 

	Expiry Date
	 	in relation to a Credit Support Document or a Documentary LC, the expiry date for that
Credit Support Document of Documentary LC as specified in that Credit Support Document or
Documentary LC (as applicable).

	 	 	 

	Extension Fee Rate
	 	the “Extension Fee Rate” specified in Part 6 of the Key Terms Schedule.

	 	 	 

	Face Value Amount
	 	at any time:

	 	 	 

	 	 	1     in relation to a Credit Support Document, the amount stated in, or determined
in accordance with, the Credit Support Document as the maximum amount payable under it at
that time;

	 	 	 

	 	 	2     in relation to a Documentary LC, the amount stated in, or determined in
accordance with, the Documentary LC as the maximum amount payable under it at that time;
and

	 	 	 

	 	 	3     in relation to a Bill, the amount stated on the Bill as the maximum amount
payable under the Bill.

	 	 	 

	Facility
	 	1     the Cash Advance Facility;

	 	 	 

	 	 	2     the Commercial Bills Facility;

	 	 	 

	 	 	3     the Credit Support Facility;

	 	 	 

	 	 	4     the Trade Finance Facility; or

	 	 	 

	 	 	5     the Overdraft Facility.







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	Facility Limit
	 	1     in respect of the Cash Advance Facility, the Cash Advance Facility Limit;

	 	 	 

	 	 	2     in respect of the Commercial Bills Facility, the Commercial Bills Facility
Limit;

	 	 	 

	 	 	3     in respect of the Credit Support Facility, the Credit Support Facility Limit;

	 	 	 

	 	 	4     in respect of the Trade Finance Facility, the Trade Finance Facility Limit; and

	 	 	 

	 	 	5     in respect of the Overdraft Facility, the Overdraft Facility Limit.

	 	 	 

	Fee Letter
	 	each fee letter between the Lender and Sims in respect of an extension fee payable in
accordance with clause 14(b).

	 	 	 

	Fee Schedule
	 	the schedule of fees and charges set out in Schedule 3.

	 	 	 

	Final Termination Date
	 	the date specified as such in Part 6 of the Key Terms Schedule as extended from time to
time in accordance with clause 4.5.

	 	 	 

	Finance Contract
	 	any written contract or arrangement between a Borrower under the Credit Support Facility,
or a Borrower of a Documentary LC under the Trade Finance Facility, and a Beneficiary
which requires the Borrower to pay or repay to any person any amount due in respect of
financial accommodation.

	 	 	 

	Financial Close
	 	the date on which all of the conditions set out in clause 2.1 are first satisfied or
waived by the Lender.

	 	 	 

	Foreign Bill
	 	a negotiable instrument (whether clean or documentary) where the party named as drawee is
not a resident of Australia, which is in a form satisfactory to the Lender.

	 	 	 

	Foreign Currency
	 	US Dollars, Sterling, CAD and Euro and any other foreign currency which is freely
transferable and convertible into Dollars.

	 	 	 

	Funding Date
	 	the date on which a Funding Portion is provided, or is to be provided, to or for the
account of a Borrower under this agreement.

	 	 	 

	Funding Notice
	 	a notice given under clause 5.1.

	 	 	 

	Funding Period
	 	for a Funding Portion, a period selected or determined under clause 5.5.

	 	 	 

	Funding Portion
	 	each portion of the Commitment provided under this agreement.

	 	 	 

	Funding Rate
	 	in respect of a Funding Period for a Funding Portion under the Cash Advance Facility or
provided as a Trade Advance under the Trade Finance Facility, the aggregate of:







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	 	 	•     the Base Rate on the Rate Set Date for that Funding Period; and

	 	 	 

	 	 	•     the Margin.

	 	 	 

	Gearing Ratio
	 	for a Calculation Period, the ratio of Financial Indebtedness to EBITDA.

	 	 	 

	Group Guarantee
	 	the deed so entitled dated 21 March 1996 between, amongst others, the Lender and Sims.

	 	 	 

	Group Limit Facility
	 	the group limit overdraft facility dated on or about the date of this agreement between,
amongst others, the Lender and Sims.

	 	 	 

	Interest Payment Date
	 	the last day of each Funding Period.

	 	 	 

	Key Terms Schedule
	 	the Key Terms Schedule set out in Schedule 2 as amended, supplemented or replaced from
time to time in accordance with this agreement.

	 	 	 

	Lending Office
	 	1     the Sydney Lending Office;

	 	 	 

	 	 	2     the office of the Lender at Senator House, 85 Queen Victoria Street London
EC4V4HA, England;

	 	 	 

	 	 	3     the office of the Lender at Level 17, 599 Lexington Avenue New York 10022, USA;
or

	 	 	 

	 	 	4     any other office notified by the Lender under this agreement.

	 	 	 

	Liquidity Bill
	 	a Bill drawn under clause 6.9.

	 	 	 

	Margin
	 	1     on any date in respect of a Funding Portion under the Cash Advance Facility, an
amount payable under clause 15 or the Commitment Fee Rate, the % per annum specified in
Part 1 of the Key Terms Schedule under the heading “Margin” which corresponds to the most
recent Gearing Ratio (as set out in the most recent Compliance Certificate provided by
Sims); and

	 	 	 

	 	 	2     in respect of a Funding Portion provided as a Trade Advance under the Trade
Finance Facility, the % per annum specified in Part 4 of the Key Terms Schedule under the
heading “Margin” which corresponds to the most recent Gearing Ratio (as set out in the
most recent Compliance Certificate provided by Sims).

	 	 	 

	Negative Pledge Agreement
	 	the deed entitled ‘Negative Pledge’ dated 29 October 1991 between, amongst others, the
Lender, Sims and the companies named in Schedule 1 of that deed.

	 	 	 

	Net Bill Proceeds
	 	in respect of a Bill discounted by the Lender under the Commercial Bills Facility, the
amount to be provided by the Lender in respect of that Bill in accordance with clause
7.8.







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	Obligation
	 	any obligation to make payment in respect of an underlying trade transaction, either pre
or post-shipment.

	 	 	 

	Original Dollar Amount
	 	1     for a Funding Portion under the Cash Advance Facility or Overdraft Facility or
for a Trade Advance or Proceeds of Negotiation under the Trade Finance Facility
denominated in:

	 	 	 

	 	 	•     Dollars, the Dollar amount of that Funding Portion;

	 	 	 

	 	 	•     a Foreign Currency, the Dollar Equivalent of that Funding Portion
calculated at the Exchange Rate for that Foreign Currency on the Funding Date for that
Funding Portion; and

	 	 	 

	 	 	2     for a Credit Support Document under the Credit Support Facility or a Documentary LC under the Trade Finance Facility denominated in:

	 	 	 

	 	 	•     Dollars, its Face Value Amount on its Funding Date;

	 	 	 

	 	 	•     a Foreign Currency, the Dollar Equivalent of its Face Value Amount
calculated on the Funding Date for that Credit Support Document; and

	 	 	 

	 	 	3     for a Bill under the Commercial Bills Facility, its Face Value Amount on its
Funding Date.

	 	 	 

	Outstanding Current Bill

Amount
	 	in respect of a Bill Funding and in relation to any Funding Date, the aggregate Face
Value Amount of all Current Bills under the Commercial Bills Facility which mature on or
before that Funding Date and which have not been paid by a Borrower or in respect of
which the obligations of a Borrower under clauses 7.10, 7.11, 7.14(a) and 7.14(b) remain
unsatisfied.

	 	 	 

	Overdraft Account
	 	each account of an Overdraft Borrower held with the Lender.

	 	 	 

	Overdraft Borrower
	 	each “Overdraft Borrower” specified in Part 5 of the Key Terms Schedule.

	 	 	 

	Overdraft Facility
	 	if specified as “Available” in Part 5 of the Key Terms Schedule, the overdraft facility
made available by the Lender to the Overdraft Borrowers under clause 10 and on the terms
set out in Part 5 of the Key Terms Schedule and the Group Limit Facility.

	 	 	 

	Overdraft Facility Limit
	 	the “Cap Limit” as defined in the Group Limit Facility.

	 	 	 

	Overdue Margin
	 	the “Overdue Margin” specified in Part 6 of the Key Terms Schedule.

	 	 	 

	Overdue Rate
	 	in relation to an overdue amount the aggregate of:

	 	 	 

	 	 	1     the Overdue Margin;

	 	 	 

	 	 	2     the Margin; and

	 	 	 

	 	 	3     the Base Rate for the currency in which that overdue amount is payable on the
relevant date on which the Overdue Rate is calculated under clause 15, as determined by
the Lender in accordance with the definition of Base Rate







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	 	 	in this clause 1.2 except that
in making the determination all references in that definition to:

	 	 	 

	 	 	•     ‘Funding Period’ are references to a period of 30 days;

	 	 	 

	 	 	•     ‘Rate Set Date’ are to the relevant date on which that Overdue Rate is
calculated under clause 15; and

	 	 	 

	 	 	•     ‘Funding Portion’ are to that overdue amount.

	 	 	 

	Participating Member

State
	 	any member state of the European Union that adopts or has adopted Euro as its lawful
currency in accordance with legislation of the European Union relating to the European
Monetary Union.

	 	 	 

	Payment Documents
	 	the documents against which the Lender is required to make payment under any Documentary
LC.

	 	 	 

	Principal Outstanding
	 	at any time, the aggregate Current Dollar Amount of all outstanding Funding Portions.

	 	 	 

	Proceeds of Negotiation
	 	in respect of the Trade Finance Facility, a Funding Portion, being the proceeds of
negotiation of a Foreign Bill, that is provided in Same Day Funds in an Available
Currency as specified in the relevant Funding Notice.

	 	 	 

	Rate Set Date
	 	in respect of a Funding Period for a Funding Portion:

	 	 	 

	 	 	1     denominated in Dollars, the first day of that Funding Period; and

	 	 	 

	 	 	2     denominated in US Dollars, 2 days (excluding Saturday, Sunday and public
holidays and being days on which banks are open for business in London and New York)
before the first day of that Funding Period;

	 	 	 

	 	 	3     denominated in Euro, 2 TARGET Days before the first day of that period;

	 	 	 

	 	 	4     denominated in CAD, 2 days (excluding Saturday, Sunday and public holidays and
being days on which banks are open for business in Ottawa) before the first day of that
Funding Period; and

	 	 	 

	 	 	5     denominated in Sterling, the first day of that Funding Period.

	 	 	 

	Relevant Credit Support

Documents
	 	1     each Transaction Document; 


2     each Credit Support Document;

	 	 	 

	 	 	3     each Documentary LC; and

	 	 	 

	 	 	4     each Beneficiary Contract.

	 	 	 

	Relevant Currency
	 	the currency in which a payment is required to be made under the Transaction Documents
and is:

	 	 	 

	 	 	1     for any Funding Portion or other payment obligation denominated in Dollars,
Dollars;

	 	 	 

	 	 	2     for any Funding Portion or other payment obligation denominated in a







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1     Definitions and interpretation




	 	 	 
	Term	 	Meaning
	 	 	Foreign
Currency, that Foreign Currency; and

	 	 	 

	 	 	3     in any other case, if not expressly stated to be another currency, Dollars.

	 	 	 

	Relevant Interbank Market
	 	1     in relation to A$, the Australian bank bill market;

	 	 	 

	 	 	2     in relation to US Dollars, CAD or Sterling, the London interbank market; and

	 	 	 

	 	 	3     in relation to Euro, the interbank market for Euro operating in Participating
Member States.

	 	 	 

	Renewal Notice
	 	a renewal notice substantially in the form set out in Schedule 6.

	 	 	 

	Selection Notice
	 	a notice given under clause 6.4.

	 	 	 

	Standby LC
	 	a standby letter of credit issued by the Lender under the Credit Support Facility.

	 	 	 

	Sterling
	 	the lawful currency of the United Kingdom.

	 	 	 

	Sydney Lending Office
	 	the office of the Lender set out on page 1 of this agreement.

	 	 	 

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

	 	 	 

	TARGET Day
	 	a day on which TARGET is open for settlement of payments in Euro.

	 	 	 

	Termination Date
	 	in relation to:

	 	 	 

	 	 	1     the Cash Advance Facility, the “Termination Date” in respect of the Cash
Advance Facility (if any) as specified in Part 1 of the Key Terms Schedule;

	 	 	 

	 	 	2     the Commercial Bills Facility, the “Termination Date” in respect of the
Commercial Bills Facility (if any) as specified in Part 2 of the Key Terms Schedule;

	 	 	 

	 	 	3     the Credit Support Facility, the “Termination Date” in respect of the Credit
Support Facility (if any) as specified in Part 3 of the Key Terms Schedule;

	 	 	 

	 	 	4     the Trade Finance Facility, the “Termination Date” in respect of the Trade
Finance Facility (if any) as specified in Part 4 of the Key Terms Schedule;

	 	 	 

	 	 	5     the Overdraft Facility, the “Termination Date” in respect of the Overdraft
Facility (if any) as specified in Part 5 of the Key Terms Schedule,

	 	 	 

	 	 	or in each case any later date agreed to by the Borrowers and the Lender.

	 	 	 

	Trade Advance
	 	in respect of the Trade Finance Facility, a Funding Portion that is provided in Same Day
Funds in an Available Currency as specified in the relevant Funding Notice.







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2     Conditions precedent




	 	 	 
	Term	 	Meaning
	Trade Advance Request
	 	a request for a Trade Advance in the form most recently notified to Sims by the Lender.

	 	 	 

	Trade Finance Facility
	 	if specified as “Available” in Part 4 of the Key Terms Schedule, the trade finance
facility made available by the Lender to the Borrowers under clause 9 and on the terms
set out in Part 4 of the Key Terms Schedule.

	 	 	 

	Trade Finance Facility

Limit
	 	the “Facility Limit” in respect of the Trade Finance Facility (if any) as specified in
Part 4 of the Key Terms Schedule, as adjusted under this agreement.

	 	 	 

	Transaction Document
	 	1     this agreement; 


2     each Fee Letter;

	 	 	 

	 	 	3     the Common Terms Deed;

	 	 	 

	 	 	4     the Group Limit Facility;

	 	 	 

	 	 	5     each Renewal Notice and Key Terms Schedule;

	 	 	 

	 	 	6     each “Transaction Document” of the Lender, as defined in the Common Terms Deed;

	 	 	 

	 	 	7     any other document designated as such by the Borrowers and the Lender,

	 	 	 

	 	 	or any document or agreement entered into or given under any of the above.

	 	 	 

	Undrawn Commitment
	 	at any time, the Commitment less the Principal Outstanding.

	 	 	 

	US Dollars
	 	the lawful currency of the United States of America.

	 	 	 

	USD Prime Rate
	 	the rate described as the Lender’s ‘USD Prime 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 Lender from time to time.








	1.3	 	Incorporated definitions
	 
	 	 	A word or phrase, other than one defined in clause 1.2, defined in the Common Terms
Deed has the same meaning when used in this agreement.
	 
	1.4	 	Incorporated provisions
	 
	 	 	Clauses 1.3 to 1.6 (inclusive), 9, 15.2 and 16 of the Common Terms Deed apply to this
agreement as if set out in full in this agreement and as if references in those clauses to
‘this deed’ were to ‘this agreement’.






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2     Conditions precedent





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






	 	(a)	 	Verification certificate: a verification certificate in the form of
Schedule 2 of the Common Terms Deed given in respect of each Transaction Party and
dated no more than 5 days before the date of this agreement;
	 
	 	(b)	 	Transaction Documents: originals of each Transaction Document which can be
executed before the first Funding Date, duly executed by all parties to them other
than the Lender and, where applicable:






	 	(1)	 	duly stamped or, if not duly stamped, evidence
satisfactory to the Lender that they will be duly stamped; and
	 
	 	(2)	 	in registrable form together with all executed
documents necessary to register them;






	 	(c)	 	enquiries: results of searches, enquiries and requisitions in respect of
each Transaction Party;
	 
	 	(d)	 	opinions: an opinion from:






	 	(1)	 	Freehills in respect of each Transaction Party
incorporated in Australia, this agreement and the Common Terms Deed;
	 
	 	(2)	 	counsel for the Borrowers in respect of each
Transaction Party incorporated outside of Australia;






	 	(e)	 	Overdraft account authorities: signed account authorities, signature cards
and any other documents required by the Lender with respect to the Overdraft
Accounts;
	 
	 	(f)	 	KYC & AML: each document or other information necessary in the Lender’s
opinion to enable the Lender to do any know your customer checks or anti-money
laundering checks;
	 
	 	(g)	 	structure diagram: a complete diagram showing the structure and ownership
arrangements of the Sims Group; and
	 
	 	(h)	 	US solvency certificate: with respect to each Transaction Party
incorporated or organised under the laws of a state of the United States of America
only, a certificate signed by an officer of that Transaction Party stating that it is
solvent and able to pay its debts as and when they fall due.






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





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3     Roll over of principal outstanding





	 	(a)	 	Funding Notice: the Borrower has delivered a Funding Notice to the Lender
requesting the Funding Portion;
	 
	 	(b)	 	Funding Date: the Funding Date for the Funding Portion is a Business Day
within the Availability Period for the Facility;
	 
	 	(c)	 	Commitment: the Commitment is not, and will not be, exceeded by the
provision of that Funding Portion when the Original Dollar Amount of that proposed
Funding Portion is added to the Current Dollar Amount of all other outstanding
Funding Portions;
	 
	 	(d)	 	Facility Limit: the Facility Limit for the Facility is not, and will not
be, exceeded by the provision of that Funding Portion when the Original Dollar Amount
of that proposed Funding Portion is added to the Current Dollar Amount of all other
outstanding Funding Portions under that Facility;
	 
	 	(e)	 	Group Limit: in respect of a Funding Portion under the Overdraft Facility,
the “Group Limit” (as defined in the Group Limit Facility) is not, and will not be,
exceeded by the provision of that Funding Portion;
	 
	 	(f)	 	no Default: no Default has occurred which is continuing and no Default will
result from the Funding Portion being provided;
	 
	 	(g)	 	Beneficiary Contract: in relation to a Funding Portion under the Credit
Support Facility or to be provided as a Documentary LC under the Trade Finance
Facility, the Borrower has provided the Lender with any information that the Lender
reasonably requires in relation to each Beneficiary Contract to which the requested
Funding Portion relates, and the terms and conditions of that Beneficiary Contract
are reasonably satisfactory to the Lender;
	 
	 	(h)	 	Dollars: in respect of a Funding Portion under the Commercial Bills
Facility, the Funding Portion is denominated in Dollars; and
	 
	 	(i)	 	Available Currency: in respect of a Funding Portion to be denominated in a
Foreign Currency other than an Available Currency, the Lender (in its absolute
discretion) has given its prior consent in writing to providing the Funding Portion
in the requested Foreign Currency.






	2.3	 	Certified copies
	 
	 	 	If requested by the Lender, an Officer of the relevant Transaction Party must certify
a copy of a document given to the Lender under clauses 2.1 or 2.2 to be a true copy of the
original document.
	 
	2.4	 	Benefit of conditions precedent
	 
	 	 	A condition in this clause 2 is for the benefit only of the Lender and only the
Lender may waive it.
	 
	3	 	Roll over of principal outstanding
	 
	 	 	The parties agree that on and from Financial Close:





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3     Roll over of principal outstanding





	 	(a)	 	each Drawing (as defined in the Existing Multi-Option Facility
Agreement) which is outstanding under the Existing Multi-Option Facility Agreement
immediately prior to Financial Close:






	 	(1)	 	under the ‘AUD Overdraft Facility’ (as described in the
appendix headed ‘AUD Overdraft Facility Appendix’ in the Existing
Multi-Option Facility Agreement) is deemed to be a Funding Portion under
the Overdraft Facility; and
	 
	 	(2)	 	under the ‘Foreign Currency Facility’ (as described in
the appendix headed ‘Foreign Currency Facility Appendix’ in the Existing
Multi-Option Facility Agreement) is deemed to be a Funding Portion under
the Cash Advance Facility,






	 	 	 	in the same currency and for the same principal amount as the relevant Drawing
and, where applicable, with a Funding Period equivalent to the Interest Period
(as defined in the Existing Multi-Option Facility Agreement) for the Drawing.
Where the relevant Drawing was denominated in a Foreign Currency, the Dollar
Equivalent of the Funding Portion shall be deemed to be equal to the AUD
Equivalent (as defined in the Existing Multi-Option Facility Agreement) of the
principal amount of the Drawing immediately prior to Financial Close;
	 
	 	(b)	 	each outstanding standby letter of credit or bank guarantee issued on
behalf of a Sims Group company under the Existing Multi-Option Facility Agreement
prior to Financial Close is deemed to be a Funding Portion provided under the Credit
Support Facility;
	 
	 	(c)	 	each outstanding documentary letter of credit issued on behalf of a Sims
Group company under the Existing Multi-Option Facility Agreement prior to Financial
Close is deemed to be a Funding Portion provided under the Trade Finance Facility;
	 
	 	(d)	 	without limiting clauses 3(b) and 3(c), each Drawing (as defined in the
Existing Multi-Option Facility Agreement) described in columns 1 to 3 of Schedule 7
which is outstanding under the Existing Multi-Option Facility Agreement immediately
prior to Financial Close is deemed to be a Funding Portion under the relevant
Facility specified in column 4 of Schedule 7 for that Drawing in the same currency,
with a Face Value Amount equal to the principal amount specified in Schedule 7 and,
where the Drawing was denominated in a Foreign Currency, the Dollar Equivalent of the
Face Value Amount shall be deemed to be equal to the AUD Equivalent (as defined in
the Existing Multi-Option Facility Agreement) of the face value amount of the Drawing
immediately prior to Financial Close;
	 
	 	(e)	 	any amount drawn by an Overdraft Borrower under the USD denominated bank
account held with the Lender with account number 100601904USD115601 is deemed to be a
Funding Portion under the Overdraft Facility;
	 
	 	(f)	 	all other amounts payable by a Borrower or a Guarantor (each as defined in
the Existing Multi-Option Facility Agreement) to the Lender under or in connection
with the Existing Multi-Option Facility Agreement, the Negative Pledge or the Group
Guarantee that have accrued but not been paid up to the date of Financial Close are
deemed to be payable under and in accordance with the terms of this agreement;
	 
	 	(g)	 	each of the Existing Multi-Option Facility Agreement, the Negative Pledge
Agreement and the Group Guarantee is terminated and discharged in accordance with its
terms;





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4     Commitment, purpose and availability of Facility





	 	(h)	 	the Borrowers and the Guarantors remain bound by any liabilities
under the Existing Multi-Option Facility Agreement or Group Guarantee which have
accrued but have not been performed up to the date of Financial Close, except as
expressly contemplated by this deed; and
	 
	 	(i)	 	the Lender’s commitment to provide financial accommodation under the
Existing Multi-Option Facility Agreement is cancelled.






	4	 	Commitment, purpose and availability of Facility
	 
	4.1	 	Provision of Commitment
	 
	 	 	The Lender must make the Commitment available to the Borrower on the terms of this
agreement.
	 
	4.2	 	Purpose
	 
	 	 	A Borrower must use the net proceeds of a Funding Portion:






	 	(a)	 	under:






	 	(1)	 	the Cash Advance Facility, only for the “Purpose”
specified in Part 1 of the Key Terms Schedule;
	 
	 	(2)	 	the Commercial Bills Facility, only for the “Purpose”
specified in Part 2 of the Key Terms Schedule;
	 
	 	(3)	 	the Credit Support Facility, only for the “Purpose”
specified in Part 3 of the Key Terms Schedule;
	 
	 	(4)	 	the Trade Finance Facility, only for the “Purpose”
specified in Part 4 of the Key Terms Schedule;
	 
	 	(5)	 	the Overdraft Facility, only for the “Purpose”
specified in Part 5 of the Key Terms Schedule; or






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






	4.3	 	Cancellation of Commitment during Availability Period






	 	(a)	 	A Borrower may cancel any of the Undrawn Commitment by giving the Lender at least
10 Business Days’ notice.
	 
	 	(b)	 	A partial cancellation of the Undrawn Commitment may only be made in a
minimum amount of $5,000,000 and in an integral multiple of $500,000.
	 
	 	(c)	 	A notice given under clause 4.3(a) is irrevocable.





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4     Commitment, purpose and availability of Facility





	4.4	 	Cancellation at end of Availability Period
	 
	 	 	On the date falling one month prior to the Final Termination Date, the Commitment is
cancelled to the extent of the Undrawn Commitment.
	 
	4.5	 	Review and renewal of Commitment






	 	(a)	 	On or before the date falling 12 months prior to the then Final Termination Date
(Existing Termination Date), the Lender may review its participation under this
agreement. Following this review the Lender, at its absolute discretion, may offer to
extend its participation under the Facility Agreement to a date falling 12 months
after the Existing Termination Date (New Termination Date) by delivering to Sims a
signed Renewal Notice attaching a proposed Key Terms Schedule and/or specifying a
revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft Facility.
	 
	 	(b)	 	The Lender’s offer contained in any Renewal Notice delivered in accordance
with clause 4.5(a) may be subject to any conditions precedent or subsequent as the
Lender specifies in its absolute discretion.
	 
	 	(c)	 	If, within 30 days of receiving a Renewal Notice delivered in accordance
with clause 4.5(a):






	 	(1)	 	the Borrowers have signed and delivered to the Lender
the Renewal Notice; and
	 
	 	(2)	 	the Lender has notified Sims that it is satisfied in
its absolute discretion that all of the conditions specified in the Renewal
Notice have been satisfied,






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






	 	(1)	 	the Lender does not deliver a Renewal Notice to the
Borrowers;
	 
	 	(2)	 	the Borrowers do not satisfy any condition in the
relevant Renewal Notice; or
	 
	 	(3)	 	the Borrowers do not sign and return a Renewal Notice
delivered in accordance with clause 4.5(a) within 30 days of having
received it,






	 	 	 	the Final Termination Date will not be amended.
	 
	 	(e)	 	Clause 14.2 of the Common Terms Deed is incorporated here by reference as
if each reference therein to “this deed” were a reference to this agreement.
	 
	 	(f)	 	Nothing in the Transaction Documents obliges the Lender:






	 	(1)	 	to extend any Final Termination Date; or
	 
	 	(2)	 	to provide a Renewal Notice.





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5     Funding and rate setting procedures





	 	(g)	 	Each Borrower acknowledges and agrees that the delivery or
acceptance of any Renewal Notice or any amendment to a Transaction Document pursuant
to this clause 4.5 or a Renewal Notice does not:






	 	(1)	 	affect the validity or enforceability of this agreement
or any other Transaction Document;
	 
	 	(2)	 	prejudice or adversely affect any right, power,
authority, discretion or remedy arising under this agreement or any other
Transaction Document before the date of any amendment under clause 4.5(c);
or
	 
	 	(3)	 	discharge, release or otherwise affect any liability or
obligation arising under this agreement or any other Transaction Document
before the date of any amendment under clause 4.5(c).






	5	 	Funding and rate setting procedures
	 
	5.1	 	Delivery of Funding Notice






	 	(a)	 	If a Borrower requires the provision of a Funding Portion under a Facility it
must deliver to the Lender a Funding Notice.
	 
	 	(b)	 	Clause 5.1(a) does not apply in respect of the provision of a Funding
Portion:






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






	 	(c)	 	Sims may at any time on a Business Day and within normal working hours,
request that the Lender confirm whether it has determined that a Market Disruption
Event has occurred and is continuing at that time. Without prejudice to the rights
of the Lender under clause 5.7, the Lender shall promptly on receipt of any such
request notify Sims whether at the time such notice is given it has determined that a
Market Disruption Event has occurred.






	5.2	 	Requirements for a Funding Notice
	 
	 	 	A Funding Notice to be effective must be:






	 	(a)	 	in writing in the form of, and specifying the matters required in:






	 	(1)	 	Part A of Schedule 4, in respect of the Cash Advance
Facility or in respect of a Funding Portion to be provided as a Trade
Advance under the Trade Finance Facility;
	 
	 	(2)	 	Part B of Schedule 4, in respect of the Commercial
Bills Facility; and





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5     Funding and rate setting procedures





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






	 	(b)	 	be received by the Lender before 11.00am on a Business Day at least 2
Business Days before the proposed Funding Date in respect of Funding Portions to be
provided in Dollars or on a Business Day at least 3 Business Days before the proposed
Funding Date in respect of Funding Portions to be provided in a Foreign Currency (or
any shorter period that the Lender agrees in writing); and
	 
	 	(c)	 	if a Funding Portion is to be provided in a Foreign Currency on the
relevant Funding Date, specify the Original Dollar Amount of the Funding Portion and
the Foreign Currency in which it is required.






	5.3	 	Irrevocability of Funding Notice
	 
	 	 	The Borrower of a Funding Portion is irrevocably committed to draw Funding Portions
from the Lender in accordance with each Funding Notice given to the Lender.
	 
	5.4	 	Amount of Funding Portions
	 
	 	 	Each Borrower must ensure that the amount of each Funding Portion under the Cash
Advance Facility or Commercial Bills Facility is:






	 	(a)	 	if denominated in Dollars, not less than $500,000 and is an integral
multiple of $100,000;
	 
	 	(b)	 	if denominated in a Foreign Currency, not less than an amount, based on the
Original Dollar Amount, which is the equivalent of A$500,000 and which corresponds as
closely as practicable to an integral multiple of A$100,000; or
	 
	 	(c)	 	equal to the Undrawn Commitment.






	5.5	 	Selection of Funding Periods






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






	 	(1)	 	under the Cash Advance Facility must be of 1, 2, 3 or 6
months or any other period that the Lender agrees with the Borrower;
	 
	 	(2)	 	under the Commercial Bills Facility must be between 30
and 185 days;
	 
	 	(3)	 	for a Trade Advance must be between 7 and 185 days; and





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5     Funding and rate setting procedures





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






	 	(d)	 	If a Funding Period ends on a day which is not a Business Day, it is
regarded as ending on the next Business Day in the same calendar month or, if none,
the preceding Business Day.
	 
	 	(e)	 	A Funding Period for a Funding Portion commences either on the first
Funding Date for that Funding Portion or on the last day of the immediately preceding
Funding Period for that Funding Portion.
	 
	 	(f)	 	No Funding Period may end after the Termination Date for a Facility (if
any) or the Final Termination Date.
	 
	 	(g)	 	If a Borrower:






	 	(1)	 	fails to select a Funding Period for a Funding Portion
under clause 5.5(a) or clause 5.5(b); or
	 
	 	(2)	 	selects a Funding Period in a manner which does not
comply with this clause 5.5,






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









	5.6	 	Determination of Funding Rate






	 	(a)	 	The Lender must notify Sims of the Funding Rate for a Funding Period for a
Funding Portion as soon as reasonably practicable, and in any event within 2 Business
Days, after it has made its determination of the applicable Base Rate.
	 
	 	(b)	 	Each determination of the Base Rate by the Lender is sufficient evidence of
that rate against the Borrowers unless the contrary is proved.






	5.7	 	Market disruption






	 	(a)	 	If the Lender determines that a Market Disruption Event occurs in relation to a
Funding Portion for any Funding Period, then it shall promptly notify Sims, and the
Base Rate for the Funding Period shall be the rate notified to Sims by the Lender as
soon as practicable and in any event before interest is due to be paid in respect of
that Funding Period, to be that which expresses as a percentage rate per annum the
cost to the Lender of funding that Funding Portion from whatever source or sources it
may reasonably select.
	 
	 	(b)	 	The Lender shall determine the rate notified by it under clause 5.7(a) in
good faith. The rate so notified and any notification under clause 5.7(c) will be
conclusive and binding on the parties in the absence of manifest error.
	 
	 	(c)	 	In this agreement “Market Disruption Event” means:






	 	(1)	 	at or about noon on the Rate Set Date for the relevant
Funding Period the Applicable Screen Rate is not available and none or only
one of the Reference Banks supplies a rate to the Lender to determine the
Base Rate for the relevant currency and period; or
	 
	 	(2)	 	in relation to a Funding Portion for which the Base
Rate was to have been LIBOR or EURIBOR, before 5pm (London time) on the
Business





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5     Funding and rate setting procedures





	 	 	 	Day after the Rate Set Date for the relevant Funding Period, the Lender is
satisfied that as a result of circumstances affecting the market generally:






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






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






	5.8	 	Confidentiality






	 	(a)	 	Each of the Lender and the Borrowers shall keep confidential and not disclose to
any other person, any information relating to the Lender provided under clause 5.7.
	 
	 	(b)	 	However, the Lender, the Borrowers, or their officers or employees may
disclose such information:






	 	(1)	 	to the extent required by any applicable law or
regulation; or
	 
	 	(2)	 	to the extent it reasonably deems necessary in
connection with any actual or contemplated proceedings or a claim with
respect to clauses 5.7 or 5.8.






	5.9	 	Currency movements






	 	(a)	 	On or following each Exchange Rate Calculation Date the Lender may calculate the
Current Dollar Amount as at the Exchange Rate Calculation Date of each outstanding
Funding Portion and notify Sims of any amount required to be paid by it to the Lender
under clause 5.9(b).
	 
	 	(b)	 	If, at an Exchange Rate Calculation Date, the aggregate Current Dollar
Amount of each outstanding Funding Portion is greater than 105% of the Commitment,
the Borrowers must, upon Sims receiving notice from the Lender under clause 5.9(a),
pay to the Lender within 2 Business Days the amount of the difference.
	 
	 	(c)	 	All payments made under clause 5.9(b) must be deposited in an account:






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





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	 	(3)	 	are only available to the Borrower in accordance
with clause 5.9(d) or upon termination and discharge of each Transaction
Document and each Credit Support Document.






	 	(d)	 	If, at an Exchange Rate Calculation Date, the aggregate Current Dollar
Amount of each outstanding Funding Portion is less than the sum of:






	 	(1)	 	the Commitment; and
	 
	 	(2)	 	the balance of deposits held by the Lender under clause
5.9(c),






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






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






	 	(a)	 	Sims has received notice from the Lender that the Foreign Currency
requested for that Funding Portion is not readily available to the Lender in the
amount required or is not freely convertible into Dollars or USD in the Relevant
Interbank Market; or
	 
	 	(b)	 	the Lender notifies the Borrowers that compliance with its obligation to
provide the Funding Portion in the proposed Foreign Currency would require the Lender
to obtain an Authorisation which has not already been obtained, would contravene a
law or regulation applicable to it or is otherwise impossible or impracticable,






	 	 	then the Lender will not be required to provide that Funding Portion in the Foreign
Currency, but must if requested by Sims, provide that Funding Portion in USD.
	 
	6	 	Cash Advance Facility
	 
	6.1	 	Provision of Funding Portions






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





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	6.2	 	Number of Funding Portions
	 
	 	 	The Borrowers must ensure that no more than 12 Funding Portions under the Cash
Advance Facility are outstanding at any time.
	 
	6.3	 	Consolidation and division of Funding Portions






	 	(a)	 	If 2 or more Funding Portions under the Cash Advance Facility have Funding
Periods which are of the same duration, then those Funding Portions will be
consolidated into, and treated as, a single Funding Portion.
	 
	 	(b)	 	If a Borrower requests in a Selection Notice that a Funding Portion for the
Cash Advance Facility be divided into 2 or more Funding Portions with different
Funding Periods selected by the Borrower in a manner which complies with clause 5.5,
then that Funding Portion will be divided into the amounts and with the Funding
Periods specified in the Selection Notice.






	6.4	 	Selection Notice
	 
	 	 	A Selection Notice to be effective must be:






	 	(a)	 	in writing in the form of Schedule 5; and
	 
	 	(b)	 	received by the Lender before 11.00am on a Business Day at least 2 Business
Days before the Selection Date for a relevant Funding Portion funded in Dollars and
at least 3 Business Days before the Selection Date for a relevant Funding Portion
funded in a Foreign Currency under the Cash Advance Facility (or any shorter period
that the Lender agrees in writing).






	6.5	 	Repayment
	 
	 	 	Each Borrower must repay each Funding Portion made to it and all other Outstanding
Moneys:






	 	(a)	 	in full on the earlier of:






	 	(1)	 	the Termination Date for the Cash Advance Facility (if
any); and
	 
	 	(2)	 	the Final Termination Date; and






	 	(b)	 	otherwise as required under this agreement.






	6.6	 	Prepayment under Cash Advance Facility






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






	 	(1)	 	the prepayment date;
	 
	 	(2)	 	the relevant Funding Portions which are to be prepaid
in whole or in part.





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






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






	 	(c)	 	The Borrowers must prepay the amount specified in the prepayment notice on
the prepayment date specified in the notice together with all unpaid interest accrued
to the prepayment date in respect of the prepaid amount.
	 
	 	(d)	 	The Commitment is not reduced by an amount prepaid under this clause 6.6
and accordingly, subject to this agreement, a prepaid amount may be redrawn.
	 
	 	(e)	 	A notice given under clause 6.6(a) is irrevocable.






	6.7	 	Prepayment date
	 
	 	 	The Borrower may make a prepayment under clause 6.6 on any Business Day.
	 
	6.8	 	Interest






	 	(a)	 	The Borrower of a Funding Portion under the Cash Advance Facility must pay
interest on the principal amount of the Funding Portion for each Funding Period at
the Funding Rate for the Funding Period.
	 
	 	(b)	 	Interest is calculated on daily balances on the basis of a 365 day year (in
the case of a Funding Portion denominated in AUD or Sterling) and on the basis of a
360 day year (in the case of a Funding Portion other than one denominated in AUD or
Sterling) and for the actual number of days elapsed from and including the first day
of each Funding Period to, but excluding, the last day of the Funding Period or, if
earlier, the date of prepayment or repayment of the Funding Portion under this
agreement.
	 
	 	(c)	 	The Borrowers must pay accrued interest in arrears to the Lender on each
Interest Payment Date.






	6.9	 	Liquidity Bills






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






	 	(1)	 	their total face value amount does not exceed the
outstanding principal amount of the Funding Portion and total interest
payable to the Lender in respect of the Funding Portion;
	 
	 	(2)	 	their maturity date is not later than the last day of
the Funding Period for that Funding Portion,





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






	 	(b)	 	The Lender may negotiate or deal with any Liquidity Bill prepared by it as
it sees fit and for its own benefit.
	 
	 	(c)	 	The Lender must pay any Tax on or in respect of the Liquidity Bills and any
dealing with the Liquidity Bills.
	 
	 	(d)	 	The Lender indemnifies a Borrower of a Funding Portion under the Cash
Advance Facility against any Loss which the Borrower suffers, incurs or is liable for
in respect of the Borrower being a party to a Liquidity Bill.
	 
	 	(e)	 	Nothing in clause 6.9(d) affects a Borrower’s obligations under this
agreement (including any Borrower’s obligations in relation to the payment of the
Outstanding Moneys) which are absolute and unconditional obligations and not affected
by any actual or contingent liability of the Lender to a Borrower under clause
6.9(d).
	 
	 	(f)	 	If a Borrower discharges any Liquidity Bill by payment, the amount of that
payment is regarded as applied on the date of payment against the money owing by the
Borrower to the Lender.






	6.10	 	Fees
	 
	 	 	The Borrowers will pay to the Lender such fees referable to the Cash Advance Facility
initially as specified in the Fee Schedule and thereafter as advised by the Lender from
time to time.
	 
	7	 	Commercial Bills Facility
	 
	7.1	 	Bill acceptance and endorsement procedure
	 
	 	 	Where a Funding Notice has been delivered in accordance with clause 5.2, Bills have
been delivered to the Lender under clause 7.2 or prepared by it under clause 7.3 and where
this clause 7 has been complied with in respect of those Bills the Lender must, subject to
this agreement:






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






	7.2	 	Preparation of Bills
	 
	 	 	If a Borrower gives a Funding Notice for a Bill Funding the Borrower must:






	 	(a)	 	prepare Bills comprised in a Bill Funding in accordance with clause 7.4;
	 
	 	(b)	 	sign each Bill in the Borrower’s relevant capacity;





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	 	(c)	 	if a third party is named as drawer, cause the third party to sign
the Bills as drawer; and
	 
	 	(d)	 	deliver those Bills to the Lender:






	 	(1)	 	not later than 12 noon (Sydney time) on the Business
Day before the proposed Funding Date if the Lender is required to accept
and discount or endorse and discount those Bills; and
	 
	 	(2)	 	not later than 10.00am (Sydney time) on the proposed
Funding Date if the Lender is required to accept only or endorse only those
Bills.






	7.3	 	Failure to prepare Bills
	 
	 	 	If:






	 	(a)	 	the Borrower of a Bill Funding fails to prepare or sign or deliver Bills in
accordance with clause 7.2; or
	 
	 	(b)	 	the Lender elects to do so,






	 	 	each Borrower irrevocably authorises the Lender to prepare and sign (by one of its
Officers) as drawer, acceptor or endorser those Bills on behalf of the Borrower and in
accordance with clause 7.4.
	 
	7.4	 	Form of Bills






	 	(a)	 	Each Bill comprised in a Bill Funding must:






	 	(1)	 	be in the form approved by the Lender from time to
time;
	 
	 	(2)	 	be payable on a specified date and so as to exclude
days of grace for payment;
	 
	 	(3)	 	have a maturity date which is a Business Day before the
end of the Availability Period;
	 
	 	(4)	 	have a tenor equal to its Funding Period selected in
the relevant Funding Notice (or any other period agreed to by the Lender)
or required by this agreement (but not greater than 185 nor less than 30
days);
	 
	 	(5)	 	for Bills the Lender is required to accept, be drawn
with the Borrower of the Bill Funding as drawer and the Lender as acceptor
and the Lender as payee, or at the Lender’s option, or if the Lender is not
discounting the Bill, with the name of the payee left blank;
	 
	 	(6)	 	for Bills the Lender is required to endorse, be drawn
with a third party named as drawer and the Borrower of the Bill Funding as
acceptor and the Lender as payee;
	 
	 	(7)	 	for Bills the Lender is required to accept, be
expressed to be payable at the Lending Office or such other place as the
Lender may notify from time to time; and
	 
	 	(8)	 	be denominated in Dollars.





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	 	(b)	 	The aggregate Face Value Amount of all Bills comprised in a Bill
Funding must equal the aggregate amount of the Bill Funding requested under the
relevant Funding Notice.
	 
	 	(c)	 	The Lender may vary the term and maturity date of any Bill comprised in a
Bill Funding, despite any different term or maturity date requested in the relevant
Funding Notice, if in the Lender’s opinion the variation is necessary so as to ensure
that each Bill complies with this agreement, in particular clauses 7.4(a) and 7.4(b).
	 
	 	(d)	 	Each Borrower and the Lender must observe the requirements of the Bills of
Exchange Act 1909 (Cth) to ensure the validity of each Bill.






	7.5	 	Restriction on use by the Lender
	 
	 	 	The Lender must not use or deal with any Bill delivered to or prepared by it under
this clause 7 except in accordance with this clause 7.
	 
	7.6	 	Tax on Bills






	 	(a)	 	The Borrower of a Bill Funding must pay any Tax (other than an Excluded Tax) on
or in respect of Bills and any dealing with Bills and the proceeds of Bills.
	 
	 	(b)	 	To the extent possible, any such Tax must be paid before any Bills are
delivered to the Lender under clause 7.2.






	7.7	 	Signing of Bills and appointment of Lender as attorney






	 	(a)	 	All Bills under the Commercial Bills Facility to be signed by a Borrower (whether
as drawer, acceptor or endorser) must be signed by an Officer on its behalf.
	 
	 	(b)	 	The Borrower must, immediately upon any change occurring in the identity of
its Officers authorised to sign, draw, accept and endorse Bills on its behalf,
provide to the Lender a new certificate satisfactory to the Lender to replace any
certificate provided under clause 2.1.
	 
	 	(c)	 	Each Borrower irrevocably authorises and appoints the Lender and each
Officer of the Lender as its attorney to prepare and execute for and on behalf of,
and in the name of, any Borrower and to complete all Bills required by a Borrower for
a Bill Funding.
	 
	 	(d)	 	Each Borrower must ratify and confirm anything done or caused to be done by
its attorney pursuant to the power and authority granted by it under clause 7.7(c) or
by the Lender in respect of any Bill which conforms with the relevant Funding Notice
(as varied pursuant to clause 7.4(c)) and this agreement.






	7.8	 	Notification of rate and discounting procedure






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





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	 	(1)	 	before 11.15am (Sydney time) on the Funding Date the Borrower of the
Bill Funding accepts the Lender’s Bill Discount Rate and requests the
Lender to discount Bills; or
	 
	 	(2)	 	the Borrower of the Bill Funding has requested the
Lender to discount Bills in the relevant Funding Notice,






	 	 	the Lender must discount, or procure the discount of, those Bills at the Bill Discount
Rate notified by it under clause 7.8(a) and, subject to clause 7.14(b), it must pay to the
Borrower by 2.00 pm (Sydney time) on the Funding Date the aggregate Face Value Amount of
the Bills less the aggregate of:






	 	(3)	 	the aggregate Discount Amount in respect of each Bill;
	 
	 	(4)	 	the Bill Acceptance / Endorsement Fee in respect of
those Bills;
	 
	 	(5)	 	any amount payable by the Borrower under clauses 7.6,
7.10 or 7.11 which remains unpaid; and
	 
	 	(6)	 	any Outstanding Current Bill Amount in respect of Bills
under the Commercial Bills Facility on the Funding Date.






	 	(c)	 	Any amount deducted by the Lender under clause 7.8(b)(5) or 7.8(b)(6) must
be applied in discharge of the Borrower’s obligations to the Lender under clauses
7.10 or 7.11, or in payment of the relevant amount of Tax, as the case may be.






	7.9	 	Bills accepted or endorsed but not discounted
	 
	 	 	If the Lender is not required to discount Bills under clause 7.8:






	 	(a)	 	before 1.00pm (Sydney time) on the Funding Date the Lender must, following
acceptance or endorsement of the Bills in accordance with clause 7.1, release the
Bills to the Borrower of the Bill Funding at the Lending Office but only against
receipt of Same Day Funds for:






	 	(1)	 	the Bill Acceptance / Endorsement Fee in respect of
those Bills;
	 
	 	(2)	 	any amount payable by a Borrower under clauses 7.6,
7.10 or 7.11 which remains unpaid;
	 
	 	(3)	 	any Outstanding Current Bill Amount in respect of Bills
under the Commercial Bills Facility on the Funding Date; and






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






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





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	7.11	 	Indemnity in respect of Bills
	 
	 	 	The Borrowers indemnify the Lender against any claim, action, damage, loss,
liability, cost, charge, expense, outgoing or payment (including, but not limited to, any
Tax referred to in clause 7.6) which the Lender suffers, incurs or is liable for by reason
of or arising out of or in consequence of the Lender signing, drawing, accepting or
endorsing any Bill or otherwise dealing with any Bill in the manner contemplated by this
agreement.
	 
	7.12	 	Variation of procedures
	 
	 	 	The Lender may vary any of the times at or by which any thing is to be done under
this clause 7 to ensure the effective operation of the procedures contemplated by this
clause 7. Any such variation will be binding on the Borrowers immediately upon Sims being
notified of it.
	 
	7.13	 	Fees






	 	(a)	 	On each Funding Date on which a Bill Funding is made, including in respect of a
Bill Funding drawn in accordance with clause 7.14(e), the Borrowers must pay to the
Lender as a Bill Acceptance / Endorsement Fee, an amount equal to the Bill Acceptance
/ Endorsement Fee Rate per annum of the Face Value Amount of each Bill accepted by
the Lender on that Funding Date, calculated for the number of days in the tenor of
each Bill on the basis of a 365 day year.
	 
	 	(b)	 	The Borrowers will pay to the Lender such other fees referable to the
Commercial Bills Facility initially as specified in the Fee Schedule and thereafter
as advised from time to time by the Lender to the Borrowers with at least 30 days
notice.






	7.14	 	Repayment by cash cover and netting






	 	(a)	 	Subject to clause 7.14(b), the Borrower must not later than 1.00pm (Sydney time)
on the maturity date for a Bill comprised in a Bill Funding which is accepted by the
Lender, or endorsed and held at maturity by the Lender, pay to the Lender an amount
equal to the Face Value Amount of the Bill.
	 
	 	(b)	 	If all or part of a Bill Funding is to be redrawn on the last day of its
Funding Period, then on that day the only amount that must be paid or made available
by the Lender or the Borrowers, as the case may be depending on the amount of the
Bill Funding, is the difference between:






	 	(1)	 	the amount which the Borrowers are required to pay to
the Lender in respect of Bills maturing on that day under clause 7.14(a)
and 7.14(d) plus any amount the Borrowers are required to pay on that date
under clauses 7.8(b)(4) and 7.8(b)(5); and
	 
	 	(2)	 	any Net Bill Proceeds (excluding the amount payable
under clause 7.8(b)(6)) which the Lender is required to pay or make
available to the Borrower in respect of replacement Bills on that day under
clause 7.8.






	 	(c)	 	Clause 7.8(b) applies to clause 7.14(b) only to the extent specified in
clause 7.14(b).
	 
	 	(d)	 	In respect of a Bill endorsed by the Lender and held by a third party at
maturity the Borrower of the relevant Bill Funding must:





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8     Credit Support Facility





	 	(1)	 	on the maturity date immediately notify the Lender when
the Borrower discharges that Bill; and
	 
	 	(2)	 	if demand is made on the Lender as endorser of the Bill
immediately on demand pay to the Lender an amount equal to the Face Value
Amount of the Bill.






	 	(e)	 	If, on the maturity date for a Bill comprised in a Bill Funding, a Borrower
has not paid any amount payable to the Lender in accordance with clauses 7.14(a),
7.14(b) or 7.14(d), each Borrower irrevocably authorises and appoints the Lender and
each Officer of the Lender as its attorney to prepare and execute for and on behalf
of, and in the name of, any Borrower and to complete all Bills required by a Borrower
for a Bill Funding, as in the opinion of the Lender are necessary and in such amounts
as are sufficient to result in Net Bill Proceeds of an amount equal to the amount of
any such payment otherwise payable to the Lender under clauses 7.14(a), 7.14(b) or
7.14(d).
	 
	 	(f)	 	Each Borrower must ratify and confirm anything done or caused to be done by
its attorney pursuant to the power and authority granted by it under clause 7.14(e).






	7.15	 	Acknowledgment regarding signed Bills
	 
	 	 	The Borrowers acknowledge that if the Lender, without actual notice to the contrary,
relies on Bills which appear to have genuine signatures of Officers of a Borrower, the
Lender has no further duty to enquire as to the signatory’s authority or any other matters
in connection with execution of the Bill and the indemnity in clause 7.11 will not be
affected by any lack of authority, fraud or forgery by any person (other than the Lender
or its employees).
	 
	8	 	Credit Support Facility
	 
	8.1	 	Issue of Credit Support Documents
	 
	 	 	If a Borrower gives a Funding Notice under the Credit Support Facility, the Lender
must, subject to this agreement, issue each Credit Support Document requested in the
Funding Notice on the specified Funding Date in the specified Available Currency and
otherwise in accordance with that Funding Notice.
	 
	8.2	 	Additional Funding Notice requirements
	 
	 	 	Each Funding Notice requesting the issue of any Credit Support Document must, in
addition to satisfying clause 5.2, specify in relation to each requested Credit Support
Document:






	 	(a)	 	details of each Beneficiary Contract to which it relates (including,
without limitation, details of the Beneficiary and the terms and conditions of any
Beneficiary Contract (by annexing a copy to the Funding Notice or by any other means
acceptable to the Lender in its absolute discretion);
	 
	 	(b)	 	whether it is required to be in the form of a Standby LC or Bank Guarantee;
	 
	 	(c)	 	its proposed Funding Date;






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	 	(d)	 	its proposed Expiry Date;
	 
	 	(e)	 	the currency in which it is to be denominated;
	 
	 	(f)	 	its Face Value Amount in Dollars or, if it is to be denominated in a
Foreign Currency, its Face Value Amount in the Foreign Currency;
	 
	 	(g)	 	the effective interest rate, and the period for which that interest is to
accrue, if applicable, under any Finance Contract to which it relates; and
	 
	 	(h)	 	any other information the Lender may reasonably require from time to time.






	8.3	 	Form of Credit Support Documents
	 
	 	 	A Credit Support Document must:






	 	(a)	 	be substantially in a form acceptable to the Lender, in its sole
discretion;
	 
	 	(b)	 	unless otherwise agreed by the Lender, have a minimum Face Value Amount:






	 	(1)	 	if denominated in Dollars, of $50,000; or
	 
	 	(2)	 	if denominated in a Foreign Currency, not less than an
amount, based on the Original Dollar Amount which is the equivalent of
A$50,000;






	 	(c)	 	be payable at a Lending Office;
	 
	 	(d)	 	only be payable on a Business Day;
	 
	 	(e)	 	unless otherwise agreed by the Lender, have an Expiry Date which is before
the Termination Date for the Credit Support Facility (if any) and the Final
Termination Date;
	 
	 	(f)	 	have an Expiry Date which is a date not more than 14 days after the
termination date of any Beneficiary Contract to which it relates unless otherwise
agreed;
	 
	 	(g)	 	be irrevocable and non transferable; and
	 
	 	(h)	 	be denominated in an Available Currency.






	8.4	 	Prepayment under Credit Support Facility






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






	 	(1)	 	the prepayment date; and
	 
	 	(2)	 	the relevant Current Credit Support Documents.






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






	 	(1)	 	returning to the Lender the originals of each Current
Credit Support Document specified in the prepayment notice for cancellation
by the Lender or an acknowledgement from each Beneficiary of each such






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	 	 	 	Credit Support Document in favour of the Lender that each such Beneficiary
has no right to make a claim under the relevant Credit Support Document; or
	 
	 	(2)	 	paying cash cover to the Lender in Same Day Funds and
in Dollars in an amount equal to the Current Dollar Amount of each Current
Credit Support Document specified in the prepayment notice.






	 	(c)	 	The Lender must apply any cash cover received by it under clause 8.4(b)(2)
in accordance with clause 13.3.
	 
	 	(d)	 	A notice given under clause 8.4(a) is irrevocable.






	8.5	 	Prepayment date
	 
	 	 	The Borrower may make a prepayment under clause 8.4 on any Business Day.
	 
	8.6	 	Cash cover
	 
	 	 	The Borrowers must not later than 1.00pm (Sydney time) on the earlier of:






	 	(a)	 	the Termination Date for the Credit Support Facility; and
	 
	 	(b)	 	the Final Termination Date,






	 	 	repay each Current Credit Support Document by either:






	 	(c)	 	returning to the Lender the originals of each Current Credit Support
Document for cancellation by the Lender or an acknowledgement from each Beneficiary
of each such Credit Support Document in favour of the Lender that each such
Beneficiary has no right to make a claim under the relevant Credit Support Document;
or
	 
	 	(d)	 	paying cash cover to the Lender in Same Day Funds and in Dollars in an
amount equal to the Current Dollar Amount of each Current Credit Support Document.






	8.7	 	Fees






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






	 	(1)	 	the Credit Support Document Fee Rate per annum of the
Face Value Amount of each Credit Support Document issued, calculated for
the 6 month period following the date on which the fee is payable, up to
and including the Expiry Date of the relevant Credit Support Document and
on the basis of a 365 day year; and
	 
	 	(2)	 	$80.00 for each Credit Support Document issued.






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






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






	 	(a)	 	If the Lender makes any payment to a Beneficiary under a Credit Support Document,
the Borrowers must pay to the Lender immediately on demand Same Day Funds in the same
amount and in the same currency as the payment made by the Lender to the Beneficiary.
	 
	 	(b)	 	The liability of the Borrowers under clause 8.9(a) in respect of any Credit
Support Document is a continuing obligation and only ceases upon the Borrower paying
to the Lender all amounts required to be paid under this agreement in respect of the
Credit Support Document.






	8.10	 	Early expiration or reduction






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






	 	(1)	 	the Credit Support Document will expire on a date
before the Expiry Date; or
	 
	 	(2)	 	the Face Value Amount of the Credit Support Document is
reduced,






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






	 	(b)	 	The consent of the Lender under clause 8.10(a) will only be given if:






	 	(1)	 	the proposed variation has been notified in writing to
the Lender by Sims;
	 
	 	(2)	 	except in the case of Bank Guarantees, the
Beneficiary’s bank has notified the Lender that it agrees to the proposed
variation; and
	 
	 	(3)	 	Sims has requested the Lender to re-issue a replacement
Credit Support Document incorporating the proposed variation,






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






	8.11	 	Beneficiary Contracts and notification
	 
	 	 	Each Borrower must:






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






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






	 	(1)	 	material breach of any term by a Transaction Party; or
	 
	 	(2)	 	termination, rescission or discharge,






		 	of any Beneficiary Contract.






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






	 	(a)	 	any breach by a Borrower or any other Transaction Party of any of its
obligations under any Transaction Document or of any provision of a Beneficiary
Contract;
	 
	 	(b)	 	any direction by a Borrower to the Lender not to pay;
	 
	 	(c)	 	any right of set off or other claim which a Borrower or any other
Transaction Party may have against the Beneficiary;
	 
	 	(d)	 	any dispute between a Borrower or any other Transaction Party and the
Beneficiary;
	 
	 	(e)	 	any dispute by a Borrower as to the obligation of the Lender to make
payment; or
	 
	 	(f)	 	any other thing notified or known to the Lender relating to a Borrower, any
other Transaction Party and any Beneficiary.






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






	 	(a)	 	the Lender issuing, making payment under or consenting to any amendment to
or variation of any Credit Support Document;
	 
	 	(b)	 	any claim or purported claim for payment under a Credit Support Document;
or
	 
	 	(c)	 	anything done by any person who is or claims to be entitled to the benefit
of a Credit Support Document,






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






	8.14	 	Unconditional nature of Borrower’s obligations






	 	(a)	 	The obligations of a Borrower under this agreement, including clause 8.13, are
absolute and unconditional and are not released or discharged or otherwise






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9     Trade Finance Facility





	 	 	 	affected
by anything which but for this provision might have that effect, including:






	 	(1)	 	any set off, deduction, counterclaim, agreement,
defence, suspension, deferment or other claim which the Borrower or any
other Transaction Party may have against the Lender or any Beneficiary;
	 
	 	(2)	 	any falsity, inaccuracy, insufficiency or forgery of or
in any communication which on its face purports to be a communication
signed or authorised under any Relevant Credit Support Document;
	 
	 	(3)	 	any communication inaccurately transmitted or received
or sent by an unauthorised person;
	 
	 	(4)	 	any impossibility or illegality of performance of any
Relevant Credit Support Document;
	 
	 	(5)	 	any act of any Government Agency, court or arbitrator
or application of any law (present or future) in any jurisdiction affecting
any of the terms of any Relevant Credit Support Document;
	 
	 	(6)	 	any failure by any person to obtain any Authorisation
or other approval or consent necessary or appropriate in connection with
any Relevant Credit Support Document;
	 
	 	(7)	 	any falsity, inaccuracy, insufficiency or forgery of or
in any document presented to the Lender as a Beneficiary Contract or
otherwise in respect of a Credit Support Document and which appears to the
Lender in its opinion to correspond to the documents specified in the
Funding Notice requesting the relevant Credit Support Document or otherwise
required under the relevant Credit Support Document;
	 
	 	(8)	 	any Relevant Credit Support Document which is wholly or
partly void, voidable, unenforceable or invalid; or
	 
	 	(9)	 	any other act, omission, matter or thing whatsoever
whether negligent or not, provided that the Lender has acted with due care
in connection with the Credit Support Document and other than a negligent
failure of the Lender to enquire as to whether any notice or demand has
been inaccurately transmitted or received from any cause whatsoever or has
been given or sent by an unauthorised person.






	 	(b)	 	The Lender is not liable for any failure, and is not required to make any
enquiries, in respect of any matter listed in clause 8.14(a) with respect to any
claim which on its face complies with the relevant Credit Support Document.
	 
	 	(c)	 	Clauses 8.14(a) and 8.14(b) apply irrespective of:






	 	(1)	 	the consent or knowledge, or lack of consent or
knowledge, of the Lender, any Transaction Party or any other person of any
event described in clause 8.14(a); or
	 
	 	(2)	 	any rule of law or equity to the contrary.






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	9	 	Trade Finance Facility
	 
	9.1	 	Additional Funding Notice requirements






	 	(a)	 	Each Funding Notice requesting the issue of a Funding Portion under the Trade
Finance Facility must, in addition to satisfying clause 5.2, specify in relation to
each requested Funding Portion:






	 	(1)	 	whether the requested Funding Portion is to be provided
as a Documentary LC, Proceeds of Negotiation or a Trade Advance; and
	 
	 	(2)	 	the relevant Obligation to which the Funding Portion
applies.






	 	(b)	 	Each Funding Notice requesting that a Funding Portion be provided as a
Documentary LC must, in addition to satisfying clause 5.2, specify in relation to
each requested Documentary LC:






	 	(1)	 	details of each Beneficiary Contract to which it
relates (including, without limitation, details of the Beneficiary and the
terms and conditions of any Beneficiary Contract (by annexing a copy to the
Funding Notice or by any other means acceptable to the Lender in its
absolute discretion);
	 
	 	(2)	 	the form of the Payment Documents (by annexing a copy
of the form of each Payment Document or a detailed description of it to the
Funding Notice);
	 
	 	(3)	 	all other required terms and conditions of the
Documentary LC (by annexing an Application for Irrevocable Documentary
Credit);
	 
	 	(4)	 	its proposed Funding Date;
	 
	 	(5)	 	its proposed Expiry Date;
	 
	 	(6)	 	the currency in which it is to be denominated;
	 
	 	(7)	 	its Face Value Amount in Dollars or, if it is to be
denominated in a Foreign Currency, its Face Value Amount in the Foreign
Currency;
	 
	 	(8)	 	the effective interest rate, and the period for which
that interest is to accrue, if applicable, under any Finance Contract to
which it relates; and
	 
	 	(9)	 	any other information the Lender may reasonably require
from time to time.






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






	 	(1)	 	such application forms and authorities as are required
by the Lender in its discretion; and
	 
	 	(2)	 	the relevant Foreign Bill.






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






	 	(a)	 	denominated in Dollars, the Lender must provide, subject to this agreement,
the Funding Portion in Same Day Funds, to be applied in accordance with clause 9.3;
	 
	 	(b)	 	denominated in a Foreign Currency, and, in the case of a Foreign Currency
other than an Available Currency, the Lender in its absolute discretion consents to
provide the Funding Portion in that Foreign Currency, the Lender must provide,
subject to this agreement, the Funding Portion in Same Day Funds in the Foreign
Currency specified not later than 12 noon (being the time in the place of payment) on
the specified Funding Date, to be applied in accordance with clause 9.3.






	9.3	 	Application of Trade Advances
	 
	 	 	The Lender will apply each Trade Advance under the Trade Finance Facility towards
satisfaction of the Obligation specified in the Funding Notice, on the Funding Date
specified in that Funding Notice.
	 
	9.4	 	Repayment of Trade Advances
	 
	 	 	Each Borrower must repay each Trade Advance on the Interest Payment Date for that
Funding Portion.
	 
	9.5	 	Interest on Advances






	 	(a)	 	The Borrower of a Trade Advance must pay interest on the principal amount of the
Trade Advance at the Funding Rate for the Funding Period.
	 
	 	(b)	 	Interest is calculated on daily balances on the basis of a 365 day year (in
the case of a Trade Advance denominated in AUD or Sterling) and on the basis of a 360
day year (in the case of an Advance other than one denominated in AUD) and for the
actual number of days elapsed from and including the first day of each Funding Period
to, but excluding, the last day of the Funding Period or, if earlier, the date of
prepayment or repayment of the Trade Advance under this agreement.
	 
	 	(c)	 	The Borrowers must pay accrued interest in arrears to the Lender at the end
of each month during the Funding Period and on the Interest Payment Date for the
Advance.






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






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	9.7	 	Form of Documentary LCs
	 
	 	 	A Documentary LC must:






	 	(a)	 	be substantially in a form acceptable to the Lender, in its sole
discretion;
	 
	 	(b)	 	be payable at a Lending Office;
	 
	 	(c)	 	only be payable on a Business Day;
	 
	 	(d)	 	unless otherwise agreed by the Lender, have an Expiry Date which is before
the Termination Date for the Trade Finance Facility (if any) and the Final
Termination Date;
	 
	 	(e)	 	have an Expiry Date which is a date not more than 14 days after the
termination date of any Beneficiary Contract to which it relates unless otherwise
agreed;
	 
	 	(f)	 	be irrevocable and non transferable; and
	 
	 	(g)	 	be denominated in an Available Currency.






	9.8	 	Credit Support Document terms apply to Documentary LC
	 
	 	 	Clauses 8.4 to 8.6 (inclusive) and clauses 8.8 to 8.14 (inclusive) apply to each
Documentary LC provided under the Trade Finance Facility as though each reference to the
‘Credit Support Facility’ were to the Trade Finance Facility, each reference to a ‘Credit
Support Document’ were to a Documentary LC and each reference to a ‘Current Credit Support
Document’ were to a Current Documentary LC.
	 
	9.9	 	Foreign Bills Negotiation
	 
	 	 	If Part 4 of the Key Terms Schedule specifies that Proceeds of Negotiation are
“Available” and a Borrower gives a Funding Notice for Proceeds of Negotiation the Lender
must, subject to this agreement, negotiate Foreign Bills duly presented to the Lender for
negotiation and shall pay the Proceeds of Negotiation to the Borrower of the Funding
Portion.
	 
	9.10	 	Interest on Proceeds of Negotiation






	 	(a)	 	The Borrower of a Funding Portion provided as Proceeds of Negotiation must pay
interest on the principal amount of the Proceeds of Negotiation at the Funding Rate
for the Funding Period.
	 
	 	(b)	 	Interest is calculated on daily balances on the basis of a 365 day year (in
the case of Proceeds of Negotiation denominated in AUD or Sterling) and on the basis
of a 360 day year (in the case of Proceeds of Negotiation other than one denominated
in AUD or Sterling) and for the actual number of days elapsed from and including the
first day of each Funding Period to, but excluding, the last day of the Funding
Period or, if earlier, the date of prepayment or repayment of the Proceeds of
Negotiation under this agreement.
	 
	 	(c)	 	The Borrowers must pay accrued interest in arrears to the Lender on each
Interest Payment Date for the relevant Funding Portion and on the date on which the
Proceeds of Negotiation are repaid to the Lender in full in accordance with clause
9.11.






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10     Overdraft Facility





	9.11	 	Repayment of Proceeds of Negotiation






	 	(a)	 	The Borrowers must procure that any Funding Portion provided as Proceeds of
Negotiation is repaid in full on or before the expiry date of the relevant Foreign
Bill negotiated by the Lender in accordance with clause 9.9.
	 
	 	(b)	 	The parties acknowledge and agree that payment or reimbursement in full by
a counterparty bank under a Foreign Bill negotiated by the Lender in accordance with
clause 9.9 will be deemed to be a repayment of the relevant Funding Portion provided
as Proceeds of Negotiation.






	9.12	 	Extension of repayment of Proceeds of Negotiation






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






	 	(1)	 	on any date prior to the date on which the Foreign Bill
negotiated by the Lender in accordance with clause 9.9 in connection with
the Proceeds of Negotiation expires (Expiring Bill), giving notice to the
Lender in writing that it requests an extension for the repayment of the
Proceeds of Negotiation; and
	 
	 	(2)	 	providing the Lender with a replacement Foreign Bill on
substantially the same terms (other than as to its expiry date) and for the
same principal amount as the Expiring Bill (Replacement Bill).






	 	(b)	 	If a Borrower has requested an extension for the repayment of a Funding
Portion provided as Proceeds of Negotiation in accordance with clause 9.12(a) the
Lender may, in its absolute discretion, agree to extend the date for repayment of the
Proceeds of Negotiation in accordance with the terms of the Replacement Bill.
	 
	 	(c)	 	If the Lender agrees to extend the date for repayment of the Proceeds of
Negotiation in accordance with this clause 9.12, the Borrowers must procure that the
Funding Portion provided as Proceeds of Negotiation will be repaid in full on or
before the expiry date of the Replacement Bill.






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






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






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11     Representations and warranties





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






	10.2	 	Funding Portions






	 	(a)	 	A Funding Portion under the Overdraft Facility may be in any minimum amount and
the requirements of clause 5.4 do not apply to the Overdraft Facility.
	 
	 	(b)	 	Any number of Funding Portions under the Overdraft Facility may be
outstanding at any time.






	10.3	 	Prepayment
	 
	 	 	A Borrower may prepay a Funding Portion drawn under the Overdraft Facility at any
time in whole or in part.
	 
	10.4	 	Fees
	 
	 	 	The Borrowers will pay to the Lender the Lender’s account services fees, notified to
Sims from time to time and such other fees referable to the Overdraft Facility in
accordance with the Group Limit Facility.
	 
	11	 	Representations and warranties
	 
	11.1	 	Representations and warranties
	 
	 	 	Each Borrower makes the representations and warranties contained in clause 3 of the
Common Terms Deed for themselves and on behalf of each other Transaction Party for the
benefit of the Lender, as if those representations and warranties were set out in full in
this clause 11.1.
	 
	11.2	 	Survival and repetition of representations and warranties
	 
	 	 	The representations and warranties given under this agreement:






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






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






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12     Undertakings





	12	 	Undertakings
	 
	12.1	 	Incorporated undertakings
	 
	 	 	The Borrowers must, and must ensure that each other Transaction Party will, comply
with clause 4 of the Common Terms Deed.
	 
	12.2	 	Compliance
	 
	 	 	Each Borrower must, and must ensure that each other Transaction Party will, comply
with all its obligations under each Transaction Document to which it is a party.
	 
	12.3	 	Term of undertakings
	 
	 	 	Unless the Lender otherwise agrees in writing, until:






	 	(a)	 	the Commitment is cancelled; and
	 
	 	(b)	 	the Outstanding Moneys are unconditionally repaid in full;






	 	 	each Borrower must, at its own cost, comply with its undertakings in this clause 12.






	13	 	Events of Default
	 
	13.1	 	Events of Default
	 
	 	 	An Event of Default occurs if an ‘Event of Default’ as defined in the Common Terms
Deed occurs, whether or not it is within the control of a Transaction Party.
	 
	13.2	 	Effect of Event of Default
	 
	 	 	Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this agreement as if
set out in full in this agreement and as if references in those clauses to ‘this deed’
were to ‘this agreement’.
	 
	13.3	 	Application of cash cover under Commercial Bills Facility, Trade Finance Facility and
Credit Support Facility






	 	(a)	 	The Lender must apply any cash cover paid to it under clause 7.14, 8.4(b)(2), 8.6
or 13.2 or pursuant to clause 9.8:






	 	(1)	 	firstly, against the obligations of the Borrowers under
this agreement in respect of any Current Credit Support Document or Current
Bill in relation to which the cash cover was lodged; and
	 
	 	(2)	 	secondly, in payment of the balance, if any, of the
Outstanding Moneys.





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14     Fees





	 	(b)	 	The Lender is not required to pay any interest on any amount of cash cover
paid to it under clause 7.14, 8.4(b)(2), 8.6 or 13.2 or pursuant to clause 9.8.
	 
	 	(c)	 	If the Lender is satisfied that:






	 	(1)	 	every Current Credit Support Document, Current Bill and
Current Documentary LC has been paid in full or discharged; and
	 
	 	(2)	 	no Outstanding Moneys are or may become due,






	 	 	then the Lender must, if it receives a written notice from Sims to do so, repay to the
Borrowers any amount paid to the Lender under clause 7.14, 8.4(b)(2), 8.6 or 13.2 or
pursuant to clause 9.8 which has not been, or is not required to be, applied in accordance
with clause 13.3(a).






	13.4	 	New Related Body Corporate






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






	 	(1)	 	that where the notice is given to the relevant entity,
the Existing Accommodation (or any lesser amount specified in the notice)
is due and payable within the period specified in the notice which shall be
not less than 60 days; or
	 
	 	(2)	 	that where the notice is given to a Transaction Party
other than the relevant entity, financial accommodation then provided by
the Lender to that Transaction Party must be reduced by payment of an
amount (specified in the notice) equal to or less than the existing
accommodation within the period specified in the notice.






	 	(b)	 	Amounts specified in a notice given pursuant to 13.4(a) are payable within
the period specified in such notice.






	14	 	Fees
	 
	 	 	The Borrowers must pay to the Lender the following fees:






	 	(a)	 	commitment fee: a non-refundable commitment fee equal to the Commitment Fee
Rate per annum calculated on a daily basis on the daily balance of the Undrawn
Commitment on the basis of a 365 day year and for the actual number of days elapsed,
to be paid in arrears on the last day of each calendar quarter; and
	 
	 	(b)	 	[*]






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15     Interest on overdue amounts





	15	 	Interest on overdue amounts
	 
	15.1	 	Payment of interest
	 
	 	 	Each Borrower must pay interest on:






	 	(a)	 	any of the Outstanding Moneys due and payable by it, but unpaid; and
	 
	 	(b)	 	any interest payable but unpaid under this clause 15.






	15.2	 	Accrual of interest
	 
	 	 	The interest payable under this clause 15:






	 	(a)	 	accrues from day to day from and including the due date for payment up to
the actual date of payment, before and, as an additional and independent obligation,
after any judgment or other thing into which the liability to pay the Outstanding
Moneys becomes merged; and
	 
	 	(b)	 	may be capitalised at monthly intervals.






	15.3	 	Rate of interest
	 
	 	 	The rate of interest payable under this clause 15 on any part of the Outstanding
Moneys is the higher of:






	 	(a)	 	the Overdue Rate determined by the Lender:






	 	(1)	 	on the date that part of the Outstanding Moneys becomes
due and payable but is unpaid; and
	 
	 	(2)	 	on each date which is 1 month after the immediately
preceding date on which the Overdue Rate was determined under this clause
15.3(a); and






	 	(b)	 	the rate fixed or payable under a judgment or other thing referred to in
clause 15.2(a).






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





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17     Additional Borrowers





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






	 	(a)	 	the Lender approves the addition of that Subsidiary as an Additional
Borrower;
	 
	 	(b)	 	Sims delivers to the Lender a duly completed and executed Accession Deed
for the accession of that Subsidiary as an Additional Borrower;
	 
	 	(c)	 	Sims confirms that no Default is continuing or would occur as a result of
that Subsidiary becoming an Additional Borrower; and
	 
	 	(d)	 	the Subsidiary has acceded as an “Additional Borrower” and an “Additional
Guarantor” under the Common Terms Deed.






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






	 	(a)	 	This agreement is governed by the laws of New South Wales.
	 
	 	(b)	 	Each Borrower irrevocably submits to the exclusive jurisdiction of the
courts of New South Wales.
	 
	 	(c)	 	Each Borrower irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient forum.
	 
	 	(d)	 	Each Borrower irrevocably waives any immunity in respect of its obligations
under this agreement that it may acquire from the jurisdiction of any court or any
legal process for any reason including the service of notice, attachment before
judgment, attachment in aid of execution or execution.
	 
	 	(e)	 	Each Borrower (other than Sims) appoints Sims Metal Management Limited of
Sir Joseph Banks Corporate Park, Suite 3, Level 2 32-34 Lord Street Botany NSW 2019
Australia in relation to proceedings in New South Wales as its agent to receive
service of any legal process on its behalf without excluding any other means of
service permitted by the law of New South Wales.
	 
	 	(f)	 	Sims irrevocably accepts its appointment as process agent under clause
18.1(e).





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18     General





	18.2	 	Prohibition and enforceability






	 	(a)	 	Any provision of, or the application of any provision of, any Transaction
Document or any Power which is prohibited in any jurisdiction is, in that
jurisdiction, ineffective only to the extent of that prohibition.
	 
	 	(b)	 	Any provision of, or the application of any provision of, any Transaction
Document which is void, illegal or unenforceable in any jurisdiction does not affect
the validity, legality or enforceability of that provision in any other jurisdiction
or of the remaining provisions in that or any other jurisdiction.






	18.3	 	Waivers






	 	(a)	 	Waiver of any right arising from a breach of this agreement or of any Power
arising on default under this agreement or on the occurrence of an Event of Default
must be in writing and signed by the party granting the waiver.
	 
	 	(b)	 	A failure or delay in exercise, or partial exercise, of:






	 	(1)	 	a right arising from a breach of this agreement or the
occurrence of an Event of Default; or
	 
	 	(2)	 	a Power created or arising on default under this
agreement or on the occurrence of an Event of Default,
	 
	 	does not result in a waiver of that right or Power.






	 	(c)	 	A party is not entitled to rely on a delay in the exercise or non-exercise
of a right or Power arising from a breach of this agreement or on a default under
this agreement or on the occurrence of an Event of Default as constituting a waiver
of that right or Power.
	 
	 	(d)	 	A party may not rely on any conduct of another party as a defence to
exercise of a right or Power by that other party.
	 
	 	(e)	 	This clause may not itself be waived except in writing.






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






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






	18.6	 	Counterparts






	 	(a)	 	This agreement may be executed in any number of counterparts.
	 
	 	(b)	 	All counterparts, taken together, constitute one instrument.
	 
	 	(c)	 	A party may execute this agreement by signing any counterpart.






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18     General





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






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Schedules




Table of contents




	 	 	 	 	 

	Borrowers

	 	 	49	 
	 
	 	 	 	 
	Key Terms Schedule

	 	 	52	 
	 
	 	 	 	 
	Fee Schedule

	 	 	55	 
	 
	 	 	 	 
	Funding Notices

	 	 	58	 
	 
	 	 	 	 
	Selection Notice

	 	 	64	 
	 
	 	 	 	 
	Renewal Notice

	 	 	66	 
	 
	 	 	 	 
	Roll over of existing Drawings

	 	 	69	 






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Schedule 1




Borrowers




Clause 1.2 (Definitions)




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

	 	Australia
	 	69 114 838 630
	Sims Group Australia Holdings Limited

	 	Australia
	 	37 008 634 526
	Sims Aluminium Pty Limited

	 	Australia
	 	93 004 370 905
	Sims Group UK Limited

	 	United Kingdom
	 	3242331
	Sims Group UK Holdings Limited

	 	United Kingdom
	 	2904307
	Mirec B.V.

	 	The Netherlands
	 	17073024
	Sims Recycling Solutions AB

	 	Sweden
	 	N/A
	Sims Group USA Corporation

	 	Delaware
	 	N/A
	Sims Group Global Trade Corporation

	 	Delaware
	 	N/A
	North Carolina Resource Conservation, LLC

	 	North Carolina
	 	N/A






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Schedule 1     Borrowers






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	incorporation /	 	 
	 	 	registration /	 	 
	Name	 	organisation	 	Company number (if any)
	Sims Group USA Holdings Corporation

	 	Delaware
	 	N/A
	Schiabo Larovo Corporation

	 	Delaware
	 	N/A
	Simsmetal East LLC

	 	Delaware
	 	N/A
	Simsmetal West LLC

	 	Delaware
	 	N/A
	Metal Management, Inc.

	 	Delaware
	 	N/A
	Metal Management Alabama, Inc.

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

	 	Arizona
	 	N/A
	Metal Management Connecticut, Inc.

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

	 	Tennessee
	 	N/A
	Metal Management Midwest, Inc.

	 	Illinois
	 	N/A
	Metal Management Mississippi, Inc.

	 	Delaware
	 	N/A
	Metal Management Northeast, Inc.

	 	New Jersey
	 	N/A
	Metal Management Ohio, Inc.

	 	Ohio
	 	N/A
	Metal Management West, Inc.

	 	Colorado
	 	N/A






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Schedule 1     Borrowers






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	incorporation /	 	 
	 	 	registration /	 	 
	Name	 	organisation	 	Company number (if any)
	Proler Southwest LP

	 	Texas
	 	N/A
	Metal Dynamics Detroit LLC

	 	Delaware
	 	N/A






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Schedule 2




Key Terms Schedule




Part 1 — Cash Advance Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	Not applicable.
	 
	 	 
	Purpose

	 	Financing or supporting the working capital needs of the Sims Group.
	 
	 	 
	Termination Date

	 	Not applicable.
	 
	 	 
	Margin

	 	The Margin determined in accordance with the following table:






	 	 	 	 	 

	 

	 	Gearing Ratio
	 	Margin
	 
	 	 	 	 
	 

	 	[*]
	 	[*]






Part 2 — Commercial Bills Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	Not applicable.
	 
	 	 
	Purpose

	 	Financing or supporting the working capital needs of the Sims Group.
	 
	 	 
	Termination Date

	 	Not applicable.
	 
	 	 
	Bill Acceptance /
Endorsement Fee

	 	The Bill Acceptance / Endorsement Fee Rate determined in accordance with

the following table:
	Rate
	 	 






	 	 	 	 	 

	 

	 	Gearing Ratio
	 	Bill Acceptance / Endorsement






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Schedule 2     Key Terms Schedule




	 	 	 	 	 

	 

	 	 	 	Fee Rate
	 
	 

	 	[*]
	 	[*]






Part 3 — Credit Support Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Facility Limit

	 	Not applicable.
	 
	 	 
	Purpose

	 	Financing or supporting the working capital needs of the Sims Group.
	 
	 	 
	Termination Date

	 	Not applicable.
	 
	 	 
	Credit Support 

Document Fee Rate

	 	The Credit Support Document Fee Rate determined in accordance with the

following table:






	 	 	 	 	 

	 

	 	Gearing Ratio
	 	Credit Support Document Fee Rate
	 
	 	 	 	 
	 

	 	[*]
	 	[*]






Part 4 — Trade Finance Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Documentary LCs

	 	Available.
	 
	 	 
	Trade Advances

	 	Available.
	 
	 	 
	Proceeds of Negotiation 

	 	Available.
	 
	 	 
	Facility Limit

	 	Not applicable.
	 
	 	 
	Purpose

	 	The financing or refinancing of Obligations.





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Schedule 2     Key Terms Schedule





	 	 	 

	Termination Date

	 	Not applicable.
	 
	 	 
	Margin

	 	The Margin determined in accordance with the following table:






	 	 	 	 	 

	 

	 	Gearing Ratio
	 	Margin
	 
	 	 
	 

	 	[*]
	 	[*]






Part 5 — Overdraft Facility




	 	 	 

	Facility

	 	Available.
	 
	 	 
	Purpose

	 	Financing or supporting the working capital needs of the Sims Group.
	 
	 	 
	Termination Date

	 	Not applicable.
	 
	 	 
	Overdraft Borrower

	 	1   
Sims Group Australia Holdings Limited;

	 
	 	 
	 

	 	2   Sims
Aluminium Pty Limited;

	 
	 	 
	 

	 	3   Sims
Metal Management Ltd; and

	 
	 	 
	 

	 	 4   any other entity agreed by the Lender to be an
“Applicant” for the purposes of the Group Limit Facility in
accordance with paragraph (2)(g) of the Group Limit Facility.







Part 6 — General




	 	 	 

	Commitment

	 	$450,000,000
	 
	 	 
	Commitment Fee Rate

	 	On any date, [*] of the Margin on that date.
	 
	 	 
	Final Termination Date

	 	31 December 2010.
	 
	 	 
	Overdue Margin

	 	[*] per annum.






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Schedule 3




Fee Schedule





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





	 	 	 	 	 	 	 	 	 
	Charge type	 	Pricing	 	Min/Max
	Bill Handling Fee
	 	$	100	 	 	 	n/a	 







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





	 	 	 	 	 	 	 
	Product	 	Charge Type	 	Pricing	 	Min/Max
	Imports

	 	 
	 	 
	 	 
	Import Documentary 

Collections

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

	 	Accepted Bills received for

payment
	 	A$80
	 	n/a
	 

	 	Documents free of payment
	 	A$80
	 	n/a
	 

	 	Consignment
	 	A$100
	 	n/a
	 

	 	AWB release issuance
	 	A$100
	 	n/a
	 

	 	Avalisation Bills of Exchange
	 	On application
	 	MinA$100
	 

	 	Additional handling charges
	 	A$80
	 	A$75
	 
	 	 	 	 	 	 
	Import Documentary
Letters of Credits
(IDLC)

	 	Issuance
	 	0.125% of amount for each
6 month period or part
thereof
	 	A$75 / A$350
	 

	 	Issuance — via bank’s
e-channel
	 	0.125% of amount for each
6 month period or part
thereof
	 	A$75/A$350
	 

	 	Amendment
	 	A$80
	 	Min A$80
	 

	 	Amendment — via bank’s
e-channel
	 	A$65
	 	Min A$65





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Schedule 3      Fee Schedule





	 	 	 	 	 	 	 
	Product	 	Charge Type	 	Pricing	 	Min/Max
	 

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

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

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

	 	Cash-covered issuance

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

	 	System set-up
	 	n/a
	 	n/a
	 

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

	 	Document handling
	 	0.25%
	 	A$65 / A$750
	 

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

	 	Drawing under expired DC
	 	A$80
	 	n/a
	 

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

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

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

Collections

	 	Document handling
	 	0.1635%( includes GST)
	 	A$38.23 / A$382.08
	 

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

	 	Tracers for payment
	 	A$20
	 	n/a
	 

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

	 	Document handling
	 	0.15%( includes GST)
	 	A$50 / A$350
	 

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

Letters Credits (EDLC)

	 	Advising
	 	A$90
	 	n/a
	 

	 	Advising of amendments
	 	A$50
	 	n/a
	 

	 	Assignment of proceeds
	 	A$100
	 	n/a
	 

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

	 	Transfer of amendment
	 	A$80
	 	n/a
	 

	 	Confirmation of EDLC (charge
for Bank and Country Risk)
	 	Point of application	 	 
	 

	 	Without Recourse Export

Finance
	 	Point of application	 	 
	Drawings under EDLC

	 	Document handling
	 	0.15%
	 	A$50 / A$350
	 

	 	Acceptance
	 	Price on application
	 	MinA$80
	 

	 	Discrepancy fee
	 	A$50
	 	n/a
	 

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





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Schedule 3      Fee Schedule




	 	 	 	 	 	 	 
	Product	 	Charge Type	 	Pricing	 	Min/Max
	Trade Advances

	 	Draw down
	 	A$50
	 	n/a
	 

	 	Roll over
	 	A$50
	 	n/a
	 

	 	Prepayment
	 	A$50 plus break cost
	 	n/a
	 

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

	 	SWIFT per message
	 	MinA$15
	 	n/a
	 

	 	Telex per message
	 	MinA$20
	 	n/a
	 

	 	Fax per message

(international)
	 	MinA$20
	 	n/a
	 

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

	 	Courier (International)
	 	At cost
	 	MinA$20
	 

	 	Courier (domestic)
	 	At cost
	 	MinA$20
	 

	 	Express post
	 	n/a
	 	n/a






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Schedule 4




Funding Notices




Clause 5.2 (Requirements for a Funding Notice)



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




To: [insert name of Lender] (Lender)



Attention: [insert relevant name]



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



Under clause 5 of the Facility Agreement:





	(a)	 	We give you notice that we wish to draw on
[insert date] (Funding Date).
	 
	(b)	 	The aggregate Original Dollar Amount to be drawn is
$[insert amount].
	 
	(c)	 	Particulars of each Funding Portion are:





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

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






	(d)	 	The proceeds of each Funding Portion are to be used in accordance with clause 4.2
of the Facility Agreement.
	 
	(e)	 	We request that the proceeds [be remitted to account
number [insert account number] at [insert
details]/be applied
towards satisfaction of the above Obligation.]
	 
	(f)	 	[Note: for Proceeds of Negotiation only] [The Foreign Bill to be negotiated
in connection with the Funding Portion is attached.]





[*] Confidential Treatment Requested




Multi-option facility agreement     page 58





 









 







Schedule 4     Funding Notices





	(g)	 	We represent and warrant that no Default has occurred which is continuing or will
result from the provision of any Funding Portion[, except as
follows: [insert details] , and we
propose the following remedial action [insert details]].
	 
	 	 	A term defined in the Facility Agreement has the same meaning when used in this
Funding Notice.





	 	 	 	 
	 	date  	 	 
	 	 	Signed for and on behalf of
[insert Borrower]
by  	 



	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 




[*] Confidential Treatment Requested




Multi-option facility agreement     page 59








 









 







Schedule 4     Funding Notices




Part B
— Commercial Bills Facility




Clause 5.2 (Requirements for a Funding Notice)




To: [insert name of Lender] (Lender)




Attention: [insert relevant name]



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



Under clause 5 of the Facility Agreement:





	(a)	 	we give you notice that we wish to draw on [insert
date] (Funding Date);
	 
	(b)	 	the aggregate Dollar Amount to be drawn is $[insert amount];
	 
	(c)	 	particulars of the Funding Portion are:





	 	 	 	 	 	 	 
	 	 	 	 	Face Value	 	 
	Borrower	 	Facility	 	Amount	 	Funding Period
	 

	 	 
	 	 
	 	 




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





	(d)	 	Please prepare, complete and sign the Bills comprised in each Bill Funding
on our behalf.
	 
	(e)	 	We represent and warrant that no Default has occurred which is continuing
or will result from the provision of any Funding Portion[, except as follows: [insert
details], and we propose the following remedial action [insert details]].
	 
	 	 	A term defined in the Facility Agreement has the same meaning when used in this
Funding Notice.





[*] Confidential Treatment Requested




Multi-option facility agreement     page 60






 









 







Schedule 4     Funding Notices




	 	 	 	 
	 	date  	 	 
	 	 	Signed for and on behalf of
[insert Borrower]
by  	 



	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 


[*] Confidential Treatment Requested




Multi-option facility agreement     page 61










 









 







Schedule 4     Funding Notices




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




Clause 5.2 (Requirements for a Funding Notice)




To: [insert name of Lender] (Lender)




Attention: [insert relevant name]



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



Under clause 5 of the Facility Agreement:





	(a)	 	we give you notice that we wish to draw on
[insert date] (Funding Date);
	 
	(b)	 	the aggregate Original Dollar Amount to be drawn is
$[insert amount];
	 
	(c)	 	particulars of the Funding Portion are:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Face Value	 	 	 	 
	 	 	 	 	Type of contingent	 	 	 	Amount (in	 	 	 	 
	 	 	 	 	liability	 	 	 	Dollars or	 	 	 	 
	 	 	 	 	(Documentary	 	 	 	applicable	 	Original	 	 
	 	 	 	 	LC, Standby LC or	 	Expiry	 	Foreign	 	Dollar	 	 
	Borrower	 	Facility	 	Bank Guarantee)	 	Date	 	Currency)	 	Amount	 	Beneficiary
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






	(d)	 	[A copy of the Beneficiary Contract for each Credit Support Document requested
above is attached.]
	 
	(e)	 	[A copy of the Payment Documents for each Documentary LC requested above is
attached.]
	 
	(f)	 	[A copy of the Application for Irrevocable Documentary Credit for each
Documentary LC requested above is attached.]
	 
	(g)	 	[The effective rate interest rate and period for which that interest is to
accrue under each of the Finance Contracts for each Credit Support Document requested
above is as follows: [insert details]]
	 
	(h)	 	We request that you deliver each requested Credit Support Document to the
relevant Beneficiary specified above;
	 
	(i)	 	We represent and warrant that no Default has occurred which is continuing
or will result from the provision of any Funding Portion[,
except as follows: [insert details], and
we propose the following remedial action [insert details]].





[*] Confidential Treatment Requested




Multi-option facility agreement     page 62




 









 







Schedule 4     Funding Notices



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




	 	 	 	 
	 	date  	 	 
	 	 	Signed for and on behalf of
[insert Borrower]
by  	 



	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 


[*] Confidential Treatment Requested




Multi-option facility agreement     page 63




 









 







Schedule 5




Selection Notice




Clause 6.4 (Selection Notice)




To: [insert name of Lender] (Lender)




Attention: [insert relevant name]



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



Under clause 5 of the Facility Agreement:





	(a)	 	We give you notice that we wish to select the following Funding Period for
the following Funding Portion under the Cash Advance Facility with effect on the date
that the current Funding Period applicable to the relevant Funding Portion ends:
[insert details of Funding Portion including the Principal Amount, existing Funding
Period, new Funding Period and Selection Date].
	 
	(b)	 	We give you notice that we wish to divide the following Funding Portion
under the Cash Advance Facility into the following amounts and with the following
Funding Periods with effect on the date that the current Funding Period applicable to
the relevant Funding Portion ends: [insert details of Funding Portion including the
Principal Amount, existing Funding Period, new divided Funding Portions and new
Funding Periods for the divided Funding Portions].
	 
	(c)	 	We represent and warrant that no Default has occurred which is continuing[,
except as follows: [insert details], and we propose the following remedial action [insert details]].
	 
	 	 	A term defined in the Facility Agreement has the same meaning when used in this
Selection Notice.





[*] Confidential Treatment Requested




Multi-option facility agreement     page 64




 









 







Schedule 5     Selection Notice



	 	 	 	 
	 	date  	 	 
	 	 	Signed for and on behalf of
the Borrowers
by 	 



	 	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 



[*] Confidential Treatment Requested




Multi-option facility agreement     page 65



 









 







	 	 	 	 	 



Schedule 6     Renewal Notice




Schedule 6




Renewal Notice




To: [insert name of Lender] (Sims)




Attention: [insert relevant name]




Date:



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



Under clause 4.5 of the Facility Agreement we give you notice that the Lender has agreed
to extend the Final Termination Date by 12 months, from [insert date] (Existing Final
Termination Date) to [insert date] (New Final Termination Date), subject to the following
conditions:





	(a)	 	the Borrowers indicating their acknowledgement and agreement to the
extension of the Final Termination Date by 12 months, by signing and delivering this
notice to the Lender within 30 days of receiving it;
	 
	(b)	 	[the Borrowers indicating their acknowledgement and agreement to the Key
Terms Schedule being amended and restated in the form set out in the Schedule to this
notice, by initialling the attached schedule and delivering the initialled schedule
(attached to this notice) to the Lender within 30 days of receiving it]; and
	 
	(c)	 	[insert additional conditions precedent as required].




Subject to the above conditions being satisfied, we agree that on and from the Existing
Final Termination Date:





	(d)	 	the definition of “Final Termination Date” in clause 1.2 of the Facility
Agreement shall be amended to be the New Final Termination Date; [and
	 
	(e)	 	the Key Terms Schedule will be amended and restated in the form set out in
the attached Schedule; and.
	 
	(f)	 	the “Margin” for the purposes of the Group Limit Facility will be amended
to be as follows:]





	 	 	 
	Group Limit Amount ($A)	 	Margin
	[*]

	 	[*]
	[*]

	 	[*]







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





[*] Confidential Treatment Requested




Multi-option facility agreement     page 66




 









 






Schedule 6     Renewal Notice




Schedule
— Amended and restated Key Terms Schedule




[to be inserted]




Lender




Signed for

[Commonwealth Bank of Australia]

by its attorney




	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Attorney	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 




in the presence of




	 	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 



	 	 	 	 
	 	print name  	 	 
	 



[*] Confidential Treatment Requested




Multi-option facility agreement     page 67





 









 







Schedule 6     Renewal Notice



Agreed and acknowledged by Sims on behalf of the Borrowers:




Sims




Signed for

Sims Metal Management Limited




	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director/Company Secretary	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 



[*] Confidential Treatment Requested




Multi-option facility agreement     page 68





 











 





Schedule 7     Roll over of existing Drawings




Schedule 7




Roll over of existing Drawings




Clause 3 (Roll over of principal outstanding)




	 	 	 	 	 	 	 
	 	 	Description of drawing	 	 	 	 
	 	 	under Existing Multi-	 	Identification	 	Facility under
	Borrower	 	Option Facility Agreement	 	Number	 	this agreement
	Sims Group
Australia Holdings
Limited (formerly
known as Sims Metal
Limited)

	 	AUD10,000 bank guarantee
issued on 6 June 1984 in
favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group
Australia Holdings
Limited

	 	AUD50,000 bank guarantee
issued on 18 May 2005 in
favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group
Australia Holdings
Limited

	 	AUD88,360 bank guarantee
issued on 31 October
2005 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group
Australia Holdings
Limited

	 	AUD1,000,000 bank
guarantee issued on 26
June 2008 in favour of
[*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group
Australia Holdings
Limited

	 	AUD50,000 bank guarantee
issued on 6 February
2009 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Metal
Management Limited
on behalf of Sims
E-Recycling Pty
Limited

	 	AUD42,625 bank guarantee
issued on 12 March 2009
in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR150,000 bank
guarantee issued on 3
June 2005 in favour of
[*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR20,000 bank guarantee
issued on 13 June 2005
in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR15,000 bank guarantee
issued on 13 June 2006
in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited and Mirec
B.V.

	 	EUR20,000 bank guarantee
issued on 8 May 2007 in
favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR15,000 bank guarantee
issued on 9 May 2009 in
favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited and Mirec
B.V.

	 	GBP41,665 bank guarantee
issued on 1 October 2007
in favour of [*].
	 	[*]
	 	Credit Support
Facility






[*] Confidential Treatment Requested




Multi-option facility agreement     page 69





 









 








Schedule 7     Roll over of existing Drawings




	 	 	 	 	 	 	 
	 	 	Description of drawing	 	 	 	 
	 	 	under Existing Multi-	 	Identification	 	Facility under
	Borrower	 	Option Facility Agreement	 	Number	 	this agreement
	Sims Group UK
Limited

	 	EUR3,488.79 bank
guarantee issued on 12
November 2007 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR3,944.84 bank
guarantee issued on 12
November 2007 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Mirec B.V.

	 	EUR150,000 bank
guarantee issued on 4
January 2008 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Recycling
Solutions AB

	 	EUR50,000 bank guarantee
issued on 18 January
2008 in favour of [*].
	 	N/A
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR14,348 bank guarantee
issued on 20 May 2008 in
favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR275,000 bank
guarantee issued on 8
December 2008 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Recycling
Solutions Canada
Ltd

	 	CAD500,000 letter of
credit issued on 2
October 2008 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Hugo Neu West

	 	USD300,000 letter of
credit issued 11 January
2006 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Hugo Neu Corp.

	 	USD3,075,466 letter of
credit issued 14 March
2006 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group USA
Holding Corporation

	 	USD60,000 letter of
credit issued 18 June
2007 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Simsmetal West LLC

	 	USD250,000 letter of
credit issued 26 July
2007 in favour of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Metal
Management Limited

	 	AUD74,797.30 bank
guarantee issued on 28
September 2009 in favour
of [*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	GBP212,984 bank
guarantee issued on 12
May 2009 in favour of
[*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR94,055 bank guarantee
issued on 8th
July 2009 in favour of
[*].
	 	[*]
	 	Credit Support
Facility
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	EUR90,000 bank guarantee
issued on
18th August
2009 in favour of [*].
	 	[*]
	 	Credit Support
Facility






[*] Confidential Treatment Requested




Multi-option facility agreement     page 70





 









 








Schedule 7     Roll over of existing Drawings




	 	 	 	 	 	 	 
	 	 	Description of drawing	 	 	 	 
	 	 	under Existing Multi-	 	Identification	 	Facility under
	Borrower	 	Option Facility Agreement	 	Number	 	this agreement
	Sims Group UK
Limited

	 	GBP3,110 bank guarantee
issued on 17th September
2009 in favour of [*].
	 	[*]
	 	Credit Support
Facility






[*] Confidential Treatment Requested




Multi-option facility agreement     page 71




 









 





Signing page




Executed as an agreement




	 	 	 	 	 	 	 

	Sims	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Metal Management Limited	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 









	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Group Australia Holdings Limited	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 72





 










 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Aluminium Pty Limited	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Group UK Limited	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 73





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Group UK Holdings Limited	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 








	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Mirec B.V.	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 






in the presence of




	 	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







[*] Confidential Treatment Requested




Multi-option facility agreement     page 74





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered by	 	 
	Sims Recycling Solutions AB	 	 
	by	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Company Secretary/Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 






in the presence of



	 	 	 	 	 	 	 

	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 









	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Sims Group USA Corporation	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 





in the presence of



	 	 	 	 	 	 	 

	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 





[*] Confidential Treatment Requested




Multi-option facility agreement     page 75





 











 





Signing page







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Sims Group Global Trade Corporation	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	North Carolina Resource Conservation, LLC	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







[*] Confidential Treatment Requested




Multi-option facility agreement     page 76





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Sims Group USA Holdings Corporation	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Schiabo Larovo Corporation	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







[*] Confidential Treatment Requested




Multi-option facility agreement     page 77





 











 





Signing page



	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Simsmetal East LLC	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Simsmetal West LLC	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 78





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Alabama, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 79





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Arizona, L.L.C.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Connecticut, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 80





 











 





Signing page




	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Memphis, L.L.C.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Midwest, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







[*] Confidential Treatment Requested




Multi-option facility agreement     page 81





 











 





Signing page




	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Mississippi, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Northeast, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







[*] Confidential Treatment Requested




Multi-option facility agreement     page 82





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management Ohio, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Management West, Inc.	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 83





 











 





Signing page





	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Proler Southwest LP	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 	 	 

	Borrower	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Metal Dynamics Detroit LLC	 	 
	by its officer	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Officer	 	 
	 	 	
By executing this deed the signatory states that the signatory has received no notice of
revocation of the authority under which the signatory signs this deed	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 84





 











 





Signing page






	 	 	 	 	 	 	 

	Lender	 	 
	 
	 	 	 	 	 	 
	Signed sealed and delivered for	 	 
	Commonwealth Bank of Australia	 	 
	by its attorney	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Attorney	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of	 	 
	 
	 	 	 	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 






[*] Confidential Treatment Requested




Multi-option facility agreement     page 85





 










 





Attachments




Table of contents




Accession
Deed — Additional Borrowers




[*] Confidential Treatment Requested




page 1




 









 








Attachment 1




Accession
Deed — Additional Borrowers




Clauses 1.2 (Definitions) and 17 (Additional Borrowers)




Date
4




	 	 	 

	This deed poll is made by
	 
	 	 
	Sims

	 	Sims Metal Management Limited
	 
	 	 
	 

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

	 	[     ]
[insert ACN/ABN/ARBN] of [     ]
	 
	 	 
	Background

	 	1   Under the Facility Agreement dated 2
November 2009 (Facility Agreement) between each
party listed in Schedule 1 of that agreement (as
Borrowers) and Commonwealth Bank of Australia (as
Lender) a person may become a Borrower by
execution of this deed poll.

	 
	 	 
	 

	 	2   The Additional Borrower wishes to
become a Borrower on the terms and conditions set
out in this deed poll.






This deed poll witnesses as follows:





	1	 	Interpretation






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





Multi-option
facility agreement     page 1



 









 








Attachment 1 Accession Deed — Additional Borrowers





	 	(b)	 	In this deed poll, Existing Borrower has the meaning set out below.





	 	 	 
	Term	 	Meaning
	 
	 	 
	Existing Borrower

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






	2	 	Representations and warranties
	 
	 	 	The Additional Borrower represents and warrants to, and for the benefit of the
Lender, as set out in clause 11.1 of the Facility Agreement, on the basis that:






	 	(a)	 	each reference to a Borrower in clause 11.1 of the Facility Agreement
includes a reference to the Additional Borrower;
	 
	 	(b)	 	each reference to a Transaction Document includes this deed and each other
Transaction Document to which the Additional Borrower is a party; and
	 
	 	(c)	 	clauses 11.2 and 11.3 of the Facility Agreement apply to this clause 2 as
if set out in full.






	3	 	Status of Additional Borrower
	 
	 	 	The Additional Borrower agrees that it irrevocably becomes an ‘Additional Borrower’
as defined in, and for all purposes under, the Facility Agreement as if named in and as a
party to the Facility Agreement, and accordingly is bound by the Facility Agreement as an
Additional Borrower.
	 
	4	 	Receipt of documents
	 
	 	 	The Additional Borrower acknowledges having received and reviewed to its satisfaction
a copy of each Transaction Document and each other document requested by it before signing
this deed poll.
	 
	5	 	Confirmation by existing Transaction Parties
	 
	 	 	Sims (for itself and as attorney for each other Transaction Party) confirms that
nothing in this deed poll:






	 	(a)	 	affects the validity or enforceability of the Transaction Documents;





[*] Confidential Treatment Requested




Multi-option
facility agreement     page 2




 









 








Attachment 1 Accession Deed — Additional Borrowers





	 	(b)	 	prejudices or adversely affects any right, power, authority, discretion or remedy
arising under the Transaction Documents; or
	 
	 	(c)	 	discharges, releases or otherwise affects any liability or obligation
arising under the Transaction Documents.






	6	 	Governing law
	 
	 	 	This deed poll is governed by the laws of New South Wales.
	 
	7	 	Benefit of deed poll
	 
	 	 	This deed poll is given in favour of and for the benefit of:






	 	(1)	 	the Lender; and
	 
	 	(2)	 	each Borrower,






	 	 	under the Facility Agreement and their respective successors and permitted assigns
	 
	8	 	Address for notices
	 
	 	 	The details for the Additional Borrower for service of notices are:
	 
	 	 	Address:     [     ].

Attention:   [     ].

Facsimile:   [     ].
	 
	9	 	Attorneys
	 
	 	 	Each of the attorneys executing this deed poll states that the attorney has no notice
of the revocation of the power of attorney appointing that attorney.





[*] Confidential Treatment Requested




Multi-option
facility agreement     page 3




 









 








Attachment 1 Accession Deed — Additional Borrowers




Executed as a deed poll




	 	 	 	 	 
	Additional Borrower 



Signed sealed and delivered for

[     ]

by its attorney 

 	 	 



	 	 	 	 	 	 	 

	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Attorney	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 	 	 
	in the presence of 

 	 	 




	 	 	 	 	 	 	 

	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Witness	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 



	 	 	 	 	 
	Sims 




Signed sealed and delivered for

Sims Metal Management Limited

for itself and as attorney for each

other Transaction Party

 	 	 



	 	 	 	 	 	 	 

	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 	 	 




	 	 	 	 	 	 	 

	 	 	 
	sign here 4
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Director/Company Sectretary	 	 
	 

	 	
print name
	 	 
	 	 
	 

	 	 	 	 	 	 
	 	 	 



[*] Confidential Treatment Requested




Multi-option facility agreement     page 4