Exhibit 4.14
         
 MLC Centre Martin Place Sydney NSW 2000 AustraliaGPO Box 4227 Sydney NSW 2001 Australia
    
    Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000Sydney Melbourne Perth Brisbane Singapore
    
    www.freehills.com DX 361 SydneyCorrespondent offices in Hanoi Ho Chi Minh City Jakarta




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The agreement
    
    
    1Operative part
    
    
    21 Definitions and interpretation
    
    
    21.1 Agreement components
    
    
    21.2 Definitions
    
    
    21.3 Interpretation
    
    
    181.4 Inclusive expressions
    
    
    191.5 Business Day
    
    
    191.6 Accounting Standards
    
    
    192 Operation of Common Terms
    
    
    202.1 Several obligations and rights of Lenders
    
    
    202.2 Terms of Transaction Documents
    
    
    203 Representations and warranties
    
    
    213.1 Representations and warranties
    
    
    213.2 Survival and repetition of representations and warranties
    
    
    243.3 Reliance by Lender
    
    
    254 Undertakings
    
    
    254.1 Provision of information and reports
    
    
    254.2 Proper accounts
    
    
    264.3 Notices to the Lender
    
    
    264.4 Compliance
    
    
    264.5 Maintenance of capital
    
    
    264.6 Compliance with laws and Authorisations
    
    
    274.7 Payment of Taxes and outgoings
    
    
    274.8 Conduct of business
    
    
    274.9 Maintenance of existence
    
    
    274.10 Negative pledge
    
    
    284.11 No change to business
    
    
    284.12 Financial accommodation
    
    
    284.13 Restrictions on dealings
    
    
    294.14 Maintenance of assets
    
    
    294.15 Insurance
    
    
    294.16 Hedging
    
    
    294.17 Financial undertakings
    
    
    304.18 Guarantors
    
    
    304.19 Deed of Cross Guarantee
    
    
    304.20 Term of undertakings
    
    
    31
 Contents 1




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5 Events of Default
    
    
    315.1 Events of Default
    
    
    315.2 Effect of Event of Default
    
    
    345.3 Transaction Parties to continue to perform
    
    
    355.4 Enforcement
    
    
    356 Review Event
    
    
    357 Guarantee and indemnity
    
    
    367.1 Guarantee
    
    
    367.2 Payment
    
    
    367.3 Securities for other money
    
    
    367.4 Amount of Outstanding Moneys
    
    
    367.5 Proof by Lender
    
    
    377.6 Avoidance of payments
    
    
    377.7 Indemnity for avoidance of Outstanding Moneys
    
    
    377.8 No obligation to marshal
    
    
    387.9 Non-exercise of Guarantors rights
    
    
    387.10 Principal and independent obligation
    
    
    387.11 Suspense account
    
    
    397.12 Unconditional nature of obligations
    
    
    397.13 No competition
    
    
    417.14 Continuing guarantee
    
    
    427.15 Variation
    
    
    427.16 Judgments
    
    
    438 German Guarantors
    
    
    439 Payments
    
    
    449.1 Manner of payment
    
    
    449.2 Payments on a Business Day
    
    
    449.3 Payments in gross
    
    
    449.4 Additional payments
    
    
    459.5 Taxation deduction procedures
    
    
    459.6 Tax Credit
    
    
    459.7 Tax affairs
    
    
    459.8 Amounts payable on demand
    
    
    469.9 Appropriation of payments
    
    
    469.10 Currency exchanges
    
    
    469.11 Currency of account
    
    
    469.12 Change of currency
    
    
    4710 Increased costs and illegality
    
    
    4710.1 Increased costs
    
    
    4710.2 Illegality
    
    
    4811 Indemnities
    
    
    4911.1 General indemnity
    
    
    4911.2 Foreign currency indemnity
    
    
    4911.3 Conversion of currencies
    
    
    5011.4 Continuing indemnities and evidence of loss
    
    
    5012 Fees, Tax, costs and expenses
    
    
    5012.1 Tax
    
    
    5012.2 Costs and expenses
    
    
    51
 Contents 2




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12.3 GST
    
    
    5113 Assignment and substitution
    
    
    5213.1 Assignment by Transaction Party
    
    
    5213.2 Assignment by Lender
    
    
    5213.3 Assist
    
    
    5213.4 Securitisation permitted
    
    
    5213.5 Participation permitted
    
    
    5313.6 Lending Office
    
    
    5313.7 No increase in costs
    
    
    5314 New Lenders and Additional Transaction Parties
    
    
    5314.1 New Lenders
    
    
    5314.2 Retired Lenders
    
    
    5314.3 Additional Borrowers
    
    
    5314.4 Additional Guarantors
    
    
    5414.5 Repetition of Representations
    
    
    5415 Representatives
    
    
    5415.1 Lender as agent or trustee
    
    
    5415.2 Transaction Parties agent
    
    
    5516 Saving provisions
    
    
    5516.1 No merger of security
    
    
    5516.2 Exclusion of moratorium
    
    
    5516.3 Conflict
    
    
    5616.4 Consents
    
    
    5616.5 Principal obligations
    
    
    5616.6 Non-avoidance
    
    
    5616.7 Set-off authorised
    
    
    5716.8 Lenders certificates and approvals
    
    
    5716.9 No reliance or other obligations and risk assumption
    
    
    5716.10 Power of attorney
    
    
    5817 General
    
    
    5817.1 Confidential information
    
    
    5817.2 Transaction Party to bear cost
    
    
    5917.3 Dispute Resolution
    
    
    5917.4 Notices
    
    
    6117.5 Governing law and jurisdiction
    
    
    6217.6 Prohibition and enforceability
    
    
    6217.7 Waivers
    
    
    6317.8 Variation
    
    
    6317.9 Cumulative rights
    
    
    6317.10 Counterparts
    
    
    6317.11 Attorneys
    
    
    63SchedulesParties
    
    
    65Part 1  Original Borrowers
    
    
    65Part 2  Original Guarantors
    
    
    67Part 3  Original Lender
    
    
    71
 Contents 3




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Verification certificate
    
    
    72Compliance Certificate
    
    
    75Conditions Precedent
    
    
    77Signing page
    
    
    78AttachmentsAccession Deed  Additional Guarantors and Additional BorrowersAccession Deed  New Lenders
 Contents 4




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4
 Between the parties 
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(Sims)Original Borrowers
    
    Each party listed in Part 1 of Schedule 1(each an Original Borrower)Original Guarantors
    
    Each party listed in Part 2 of Schedule 1(each an Original Guarantor)Original Lender
    
    The party listed in Part 3 of Schedule 1(Original Lender)Background
    
    1    One or more of the Lenders may agree from time to
time to provide Facilities to one or more of the
Borrowers.2    The Transaction Parties and each Lender wish to set
out in this deed standard terms and conditions to
apply to each Facility.This deed witnesses
    
    that in consideration of, among other things, the
mutual promises contained in this deed, the parties
agree as set out in the Operative part of this deed.
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1
    
    Definitions and interpretation1.1
    
    Agreement componentsThis deed includes any schedule.1.2
    
    DefinitionsThe meanings of the terms used in this document are set out below.
 Term
    
    MeaningAccession Deed
    
    an accession deed in the form of Attachment 1.Accounting Standards
    
    generally accepted accounting principles in Australia.ACDC
    
    Australian Commercial Disputes Centre Limited.ACDC Guidelines for 
Expert Determination
    
    the ACDC Guidelines for Expert Determination (or, if the ACDC ceases to
exist, the guidelines for expert determination of any similar organisation
nominated by the Law Society of NSW) in force from time to time.Additional Borrower
    
    a person which becomes an Additional Borrower in accordance with clause 14.3.Additional Guarantor
    
    a person which becomes an Additional Borrower in accordance with clause 14.4.Attorney
    
    an attorney appointed under a Transaction Document.Authorisation
    
    1    any consent, registration, filing, agreement, notice of non-objection,
notarisation, certificate, licence, approval, permit, authority or exemption
from, by or with a Government Agency; or2    in relation to anything which a Government Agency may prohibit or restrict
within a specific period, the expiry of that period without intervention or
action or notice of intended intervention or action.
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    MeaningBill
    
    a bill of exchange as defined in the Bills of Exchange Act 1909(Cth).Borrower
    
    1    each Original Borrower; and2    each Additional Borrower.Business Day
    
    1    for the purposes of clause 17.4, a day on which banks are open for business
in the city where the notice or other communication is received excluding a
Saturday, Sunday or public holiday; and2    for the purposes of a Transaction Document, any other day specified as a
Business Day for the purposes of that Transaction Document;3    for all other purposes, a day on which banks are open for business in
Sydney and Melbourne excluding a Saturday, Sunday or public holiday.Calculation Date
    
    30 June and 31 December in each year.Calculation Period
    
    each period of 12 months ending on a Calculation Date.Change in Law
    
    any present or future law, regulation, treaty, order or official directive or
request (which, if not having the force of law, would be complied with by a
responsible financial institution) which:1    commences, is introduced, or changes, after the date of this deed; and2    does not relate to a change in the effective rate at which Tax is imposed
on the overall net income of the Lender.Collateral Security
    
    any present or future Encumbrance, Guarantee or other document or agreement
created or entered into by a Transaction Party or any other person as
security for, or to credit enhance, the payment of any of the Outstanding
Moneys.Compliance Certificate
    
    a certificate in the form of Schedule 3.Contamination
    
    in respect of a property, the presence of Pollutants:1    in, on or under the property; or2    in the ambient air and emanating from the property.Contested Tax
    
    a Tax payable by a Transaction Party where the Transaction Party is
contesting its liability to pay that Tax, and has reasonable grounds to do
so, having set aside adequate reserves of liquid assets to satisfy the
liability if that contest is unsuccessful.
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    MeaningContingent Liability
    
    uncalled capital held by any member of the Sims Group in any corporation
other than another member of the Sims Group and any other contingent
liability under a Guarantee given by any member of the Sims Group to any
person other than another member of the Sims Group.Control
    
    control as defined in section 50AA of the Corporations Act.Controller
    
    a controller as defined in section 9 of the Corporations Act.Corporations Act
    
    the Corporations Act 2001(Cth).Deed of Cross Guarantee
    
    any deed entered into in connection with the granting by the Australian
Securities & Investments Commission of an order pursuant to Part 2M.6 of the
Corporations Act.Default
    
    1    an Event of Default; or2    a Potential Event of Default.Dispute
    
    has the meaning given in clause 17.3(d).Distribution
    
    any dividend, distribution or other amount declared or paid by a Transaction
Party on any Marketable Securities issued by it.Dollars, A$and $
    
    the lawful currency of the Commonwealth of Australia.EBITDA
    
    for a relevant period and in respect of the Sims Group, the profit on
ordinary activities before:1    taxation;2    Net Interest Expense; and3    amortisation of intangible assets and depreciation of tangible assets of
the Sims Group,as shown on a consolidated basis and as disclosed in the Sims Groups most
recent audited consolidated annual Financial Reports or semi-annual audited
or unaudited consolidated Financial Reports, as applicable. 
For the purposes of calculating EBITDA, the calculation will exclude:1    any significant non-cash items or items disclosed as required by AASB
101.97 and AASB 101.98 due to their size or nature or by the corresponding
provisions of future revisions of this accounting standard, that are of a
non-recurring nature including but not limited to:
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaning
 
    
    losses or gains on the sale or revaluation of assets,
    
    costs relating to restructuring and redundancy,
    
    discontinued operations,
    
    discounts on acquisition and gains on formation of joint ventures,
    
    post acquisition adjustments to contingent liabilities recorded on
the date of a business acquisition pursuant to purchase accounting rule
changes to be introduced on 1 July 2009, and
    
    costs associated with becoming Sarbanes-Oxley Act compliant (as
required following the Sims Groups registration as an issuer in the United
States of America);
 2
    
    significant unrealized gains or losses;3
    
    any other significant non-cash items or items including but not limited to:
 
    
    write downs of inventory to net realisable value and
    
    forgone profit arising from sales contract negotiations; and
 4
    
    any impairment charge or loss (or gain or reversal) relating to the
recoverable amount of assets (including any impairment charge relating to
goodwill or identified intangible assets),
 that are of a non-recurring nature.The foregoing adjustments to EBITDA in paragraphs (1) to (3) for each
Calculation Period will be agreed by the Lender and Sims in writing prior to
the end of that Calculation Period, subject to the operation of clause 17.3.Except for the purpose of calculating the ratio of Net Interest Expense to
EBITDA under clause 4.17(a)(2), EBITDA as calculated on any Calculation Date
will be adjusted to take into account the effects of any acquisitions or
disposals of any company or business made during the Calculation Period
ending on that Calculation Date. The adjustments will be made on the basis
of the historical EBITDA of the company or business acquired or disposed of
in the Calculation Period and ending on that Calculation Date by reference to
historical EBITDA for the twelve months immediately preceding the Calculation
Date and by reference to:1    in the case of a disposal, the period of time during which the applicable
company or business was part of the Sims Group; or2    in the case of an acquisition, for that period being the twelve months
immediately preceding the Calculation Date.Encumbrance
    
    an interest or power:1    reserved in or over an interest in any asset, including any retention of
title; or2    created or otherwise arising in or over any interest in any asset under a
bill of sale, mortgage, charge, lien, pledge, trust or power,by way of, or having similar commercial effect to, security for the payment
of a debt, any other monetary obligation or the performance of
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaningany other
obligation, and includes any agreement to grant or create any of the above.Environmental Law
    
    any legislation regulating Pollutants in connection with the protection of
the environment or health and safety.Environmental Liability
    
    any actual or potential Loss incurred or which may be incurred in connection
with:1    the investigation or remediation;2    a claim by any third party;3    any action, order, declaration or notice by a Government Agency under an
Environmental Law; or4    any agreement between a Transaction Party and any:
 
    
    owner or occupier of land; or
    
    Government Agency;
 of or in respect of Contamination of any Premises.ERISA
    
    the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations thereunder.ERISA Affiliate
    
    all members of a controlled group of corporations and all trades and
businesses (whether or not incorporated) under common control and all other
entities which, together with an Undertaking Company and any Subsidiary are
treated as a single employer under any or all of Sections 414(b), (c), (m) or
(o) of the United States Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations thereunder.Event of Default
    
    in respect of a Lender, any event specified in clause 5.1.Excluded Tax
    
    a Tax imposed by any jurisdiction on the net income of the Lender but not a
Tax:1    calculated on or by reference to the gross amount of any payment (without
allowance for any deduction) derived by the Lender under a Transaction
Document or any other document referred to in a Transaction Document; or2    imposed as a result of the Lender being considered a resident of or
organised or doing business in that jurisdiction solely as a result of it
being a party to a Transaction Document or any transaction contemplated by a
Transaction Document.Facility
    
    in respect of a Lender, any facility made available to a Borrower by that
Lender pursuant to a Facility Agreement.
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    MeaningFacility Agreement
    
    1    in respect of the Original Lender, the facility agreement dated on or about
the date of this deed between the Original Lender and the Original Borrowers;
and2    in respect of each New Lender, the agreement or instrument evidencing or
containing the terms of Financial Indebtedness of a Borrower to the New
Lender as described in the Lender Accession Deed for that New Lender, 
but does not include any Facility Agreement of a Retired Lender.Financial Indebtedness
    
    any debt or other monetary liability in respect of moneys borrowed or raised
or any financial accommodation including under or in respect of any:1    Bill, bond, debenture, note or similar instrument;2    acceptance, endorsement or discounting arrangement;3    Guarantee;4    finance or capital Lease;5    agreement for the deferral for more than 90 days of a purchase price or
other payment in relation to the acquisition of any asset or service;6    obligation to deliver goods or provide services paid for in advance by any
financier;7    agreement for the payment of capital or premium on the redemption of any
preference shares; or8    interest or currency swap or hedge arrangement, financial option, futures
contract or analogous transaction (the amount of such Financial Indebtedness
being the marked to market value of the relevant transaction);9    counter indemnity obligation in respect of a guarantee, bond, standby or
documentary letter of credit or any other instrument issued by a bank or
financial institution,and irrespective of whether the debt or liability:10    is present or future;11    is actual, prospective, contingent or otherwise;12    is at any time ascertained or unascertained;13    is owed or incurred alone or severally or jointly or both with any other
person; or14    comprises any combination of the above.Financial Report
    
    in relation to an entity, the following financial statements and information
in relation to the entity, prepared for its financial half year or financial
year:1    an income statement;2    a balance sheet;
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaning3    a statement of changes in equity; and4    a cash flow statement.Fixed Charges
    
    for any period, with respect to the Sims Group, the sum of:1    the aggregate amount of interest paid or accrued in respect of moneys
borrowed or raised or in respect of any financial accommodation on a
consolidated basis (including without limitation amortisation of original
issue discounts on any such moneys or accommodation, commissions, discounts
and facility, acceptance, usage and issuance and any other fees and charges
with respect to any Guarantee, promissory note or acceptance or any
discounting arrangements);2    all but the principal component of rentals in respect of capitalised rent
paid, accrued or scheduled to be paid or accrued on a consolidated basis
during such period; and3    dividends paid, accrued or scheduled to be paid or accrued on a
consolidated basis in respect of shares or stock which are Financial
Indebtedness during the relevant period.Funding Date
    
    in respect of a Lender, each date on which financial accommodation is
provided, or is to be provided, to the Borrower under a Facility of that
Lender.German Guarantor
    
    1    for the purposes of clause 8 only, a Guarantor incorporated as a limited
liability company (GmbH) under the laws of Germany; or2    for all other purposes, a Guarantor which is incorporated in, resident in
or whose principal area of business is in Germany.Government Agency
    
    any government or any governmental, semi-governmental, administrative, fiscal
or judicial body, department, commission, authority, tribunal, agency or
entity.GST
    
    the goods and services tax levied under the GST Act.GST Act
    
    the A New Tax System (Goods and Services Tax) Act 1999(Cth).Guarantee
    
    any guarantee, suretyship, letter of credit, letter of comfort or any other
obligation:1    to provide funds (whether by the advance or payment of money, the purchase
of or subscription for shares or other securities, the purchase of assets or
services, or otherwise) for the payment or discharge of;2   to indemnify any person against the consequences of default in the payment
of; or
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaning3    to be responsible for,any debt or monetary liability of another person or the assumption of any
responsibility or obligation in respect of the insolvency or the financial
condition of any other person.Guaranteed Share
    
    any share or stock issued by a member of the Sims Group where redemption of
such share or stock or the payment of capital or dividends on such share or
stock is the subject of a Guarantee of a member of the Sims Group or a
Guarantee of another person who will have recourse in respect of its
liability under that Guarantee directly or indirectly to a member of the Sims
Group or its assets (other than as a shareholder).Guarantor
    
    1    each Original Guarantor; and2    each Additional Guarantor.Hedging Agreement
    
    each interest rate, foreign exchange transaction, equity or equity index
option, bond option, commodity swap, commodity option, cap transaction,
currency swap transaction, cross-currency swap rate transaction or any other
hedge or derivative agreement entered into by a Transaction Party, including
any master agreement and any transaction or confirmation under it.Insolvent
    
    an entity is Insolvent if:1    it is (or states that it is) an insolvent under administration or insolvent
(each as defined in the Corporations Act); or2    it is in liquidation, in provisional liquidation, under administration or
wound up or has had a Controller appointed to its property; or3    it is subject to any arrangement, assignment, moratorium or composition,
protected from creditors under any statute or dissolved (in each case, other
than to carry out a reconstruction or amalgamation while solvent which does
not have, or is not likely to have, a Material Adverse Effect); or4    an application or order has been made (and, in the case of an application,
it is not stayed, withdrawn or dismissed within 14 days), resolution passed,
proposal put forward, or any other action taken, in each case in connection
with that person, which is preparatory to or could result in any of (1), (2)
or (3) above; or5    it is taken (under section 459F(1) of the Corporations Act) to have failed
to comply with a statutory demand; or6    it is the subject of an event described in section 459C(2)(b) or
section 585 of the Corporations Act (or it makes a statement from which the
Bank reasonably deduces it is so subject); or7    it is otherwise unable to pay its debts when they fall due; or8    something having a substantially similar effect to (1) to (7) happens in
connection with that entity under the law of any jurisdiction.
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    MeaningIntangible Assets
    
    include all goodwill, copyright, patents, trade marks and licences, research
and development, future income tax benefit, underwriting and formation
expenses and other items of a like nature which according to current
accounting practices are regarded as unidentifiable and intangible assets.Issue
    
    any dispute (other than a dispute that is frivolous or vexatious) between
Sims and the Lender as to the calculation of the adjustments to be made in
accordance with paragraphs (1) to (4) of the definition of EBITDA in clause
1.1.Latest Audited 
Consolidated Balance 
Sheet
    
    at any time, the most recently prepared audited consolidated balance sheet of
the Sims Group, or if a half yearly unaudited balance sheet has been prepared
more recently, that half yearly balance sheet.Lease
    
    a lease, charter, hire purchase, hiring agreement or any other agreement
under which any property is or may be used or operated by a person other than
the owner.Lender
    
    severally:1    the Original Lender; and2    any New Lender,other than a Retired Lender.Lender Accession Deed
    
    an accession deed in the form of Attachment 2.Lending Office
    
    1    in respect of the Original Lender, the office of the Original Lender set
out in Schedule 1; and2    in respect of each other Lender, the office of that Lender set out in its
Accession Deed,
or any other office notified by the Lender under this deed.Loss
    
    any claim, action, damage, loss, liability, cost, charge, expense, outgoing
or payment.Marketable Securities
    
    marketable securities as defined in section 9 of the Corporations Act.Material Adverse Effect
    
    in respect of a Lender, a material adverse effect on:1    the financial condition of the Transaction Parties (taken as a whole);2    any Transaction Partys ability to perform any of its obligations under any
Transaction Document of that Lender;
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaning3    the validity or enforceability of the whole or any material part of a
Transaction Document or any material rights or remedies of a Lender under the
Transaction Documents of that Lender; or4    any Encumbrance provided to that Lender by a Transaction Party.Net Interest Expense
    
    for any period, the aggregate (without double counting) of all interest paid
or accrued during that period in respect of any Financial Indebtedness of the
Sims Group (including any fees and charges with respect to any guarantee,
indemnity or letter of credit or under any bill of exchange, promissory note
or any other acceptance or discounting arrangement and any finance charges
paid or payable under any hire purchase agreement or lease agreement for
which a member of the Sims Group is actually or contingently liable) less any
interest income of the Sims Group during that period.New Lender
    
    a person who has executed a Lender Accession Deed in accordance with clause
14.Officer
    
    1    in relation to a Transaction Party, a director or a secretary, or a person
notified to be an authorised officer, of the Transaction Party;2    in relation to a Lender, any person whose title includes the word
Director, Managing Director, Manager or Vice President, and any other
person appointed by the Lender to act as its authorised officer for the
purposes of this deed.Other Facility Document
    
    in respect of a Lender, any agreement that any Relevant Company has entered
into or will enter into in connection with the provision to a member of the
Sims Group of financial accommodation or under which a member of the Sims
Group incurs or may incur Financial Indebtedness other than a Transaction
Document of that Lender.Outstanding Moneys
    
    in respect of a Lender, all debts and monetary liabilities of each
Transaction Party to the Lender under or in relation to any Transaction
Document and in any capacity, irrespective of whether the debts or
liabilities:1    are present or future;2    are actual, prospective, contingent or otherwise;3    are at any time ascertained or unascertained;4    are owed or incurred by or on account of any Transaction Party alone, or
severally or jointly with any other person;5    are owed to or incurred for the account of the Lender alone, or severally
or jointly with any other person;6    are owed to any other person as agent (whether disclosed or not) for or on
behalf of the Lender;7    are owed or incurred as principal, interest, fees, charges, taxes, duties
or other imposts, damages (whether for breach of contract or
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(FREEHILLS LOGO)
    
    1 <Definition and interpretation
 Term
    
    Meaningtort or incurred
on any other ground), losses, costs or expenses, or on any other account;8    are owed to or incurred for the account of the Lender directly or as a
result of:
 
    
    the assignment or transfer to the Lender of any debt or liability of
any Transaction Party (whether by way of assignment, transfer or otherwise);
or
    
    any other dealing with any such debt or liability;
 9    are owed to or incurred for the account of the Lender before the date of
this deed, or before the date of any assignment of this deed to the Lender by
any other person or otherwise; or10    comprise any combination of the above.Payment Currency
    
    the currency in which any payment is actually made.Permitted Encumbrance
    
    1    A lien or statutory charge which arises by operation of law in the ordinary
course of day to day business and does not secure Financial Indebtedness, but
only so long as the amount secured is paid on the due date, except where that
amount is being contested in good faith; and2    Encumbrances that at any time secure an amount of secured liabilities of
entities within the Sims Group not exceeding in aggregate an amount equal to
5% of Total Tangible Assets at that time,
which affects or relates to any of the assets of any Transaction Party.Permitted Financial
    
    any financial accommodation provided by a Transaction Party:Accommodation1    under the Transaction Documents;2    to another Transaction Party;3    in the form of deposits held with financial institutions in the ordinary
course of business and supplier advances for which security adequate to cover
the amount of the supplier advance is taken; or4    to parties other than other Transaction Parties which when added to all
such other outstanding accommodation provided by all Relevant Companies does
not exceed A$35,000,000.Pollutant
    
    a pollutant, contaminant, dangerous, toxic or hazardous substance, petroleum
or petroleum product, chemical, solid, special liquid, industrial or other
waste.Potential Event of
Default
    
    in respect of a Lender, any thing which would become an Event of Default on
the giving of notice (whether or not notice is actually given), the expiry of
time or any combination of the above.
 page 12




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(FREEHILLS LOGO)
    
    1 <Definition and interpratation
 Term
    
    MeaningPower
    
    any right, power, authority, discretion or remedy conferred on the Lender or
an Attorney by any Transaction Document or any applicable law.Premises
    
    any property owned or occupied by a Transaction Party or which is used by a
Transaction Party to carry on any activities.Principal Outstanding
    
    at any time in respect of a Lender, the aggregate principal amount of all
Financial Indebtedness outstanding under the Transaction Documents of that
Lender at that time.Reference Bank
    
    1    Commonwealth Bank of Australia;2    Westpac Banking Corporation;3    Australia and New Zealand Banking Group Limited; and4    National Australia Bank Limited,or such other person as the Lender and the Borrower may agree.Related Body Corporate
    
    a related body corporate as defined in section 50 of the Corporations Act.Relevant Currency
    
    the currency in which a payment is required to be made under the relevant
Transaction Document and, if not expressly stated to be another currency, is
Dollars.Relevant Company
    
    any Transaction Party or any Subsidiary of any of them.Retired Lender
    
    a Lender which has been released under clause 14.2.Review Event
    
    in respect of a Lender, any event specified in clause 6(a) in respect of that
Lender.Same Day Funds
    
    immediately available and freely transferable funds.Selection Date
    
    the last day of an Interest Period.Sims Group
    
    Sims and its Subsidiaries.Subsidiary
    
    a subsidiary as defined in section 46 of the Corporations Act.
 page 13




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(FREEHILLS LOGO)
    
    1 <Definition and interpratation
 Term
    
    MeaningTangible Assets
    
    all assets other than Intangible Assets.Tangible Net Worth
    
    at any time, Total Tangible Assets less:   Total Indebtedness; and   aggregate Intangible Assets of the Sims Group.Tax
    
    1   any tax including the GST, levy, charge, impost, duty, fee, deduction,
compulsory loan or withholding; or2   any income, stamp or transaction duty, tax or charge,which is assessed, levied, imposed or collected by any Government Agency and
includes any interest, fine, penalty, charge, fee or other amount imposed on
or in respect of any of the above.Tax Act
    
    the Income Tax Assessment Act 1936(Cth) or the Income Tax Assessment Act
1997(Cth) as applicable.Tax Invoice
    
    includes any document or record treated by the Commissioner of Taxation as a
tax invoice or as a document entitling a recipient to an input tax credit.Total Indebtedness
    
    at any time the aggregate amount (as disclosed by the Latest Audited
Consolidated Balance Sheet) of all secured and unsecured liabilities of the
Sims Group together with, unless already included in the Latest Audited
Consolidated Balance Sheet:1    the aggregate amount (as disclosed by its latest audited balance sheet) of
all secured and unsecured liabilities of any entity which has become a member
of the Sims Group since the date of the Latest Audited Consolidated Balance
Sheet and all other amounts which would be included in this definition if
references to the Latest Audited Consolidated Balance Sheet were to be to the
latest audited balance sheet of that entity;2   the unrepaid principal (or its equivalent) of any Financial Indebtedness
where the proceeds or benefits of that Financial Indebtedness:   have been received by any member of the Sims Group, since the date of
the Latest Audited Consolidated Balance Sheet, excluding the amount of any
such proceeds which have been applied in reduction of any secured or
unsecured liabilities included in this definition; or   are to be received by any member of the Sims Group and the receipt of
such proceeds or benefits has been underwritten or otherwise assured to the
satisfaction of the auditor of the Sims Group;3    the paid up capital amount and accrued but unpaid dividends of Guaranteed Shares;
 page 14




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(FREEHILLS LOGO)
    
    1 <Definition and interpratation
 Term
    
    Meaningand after:4   deducting:   the aggregate amount of all secured and unsecured liabilities of any
entity which has ceased to be a member of the Sims Group since the date of
the Latest Audited Consolidated Balance Sheet and in respect of which no
other member of the Sims Group has any liability; and   the aggregate amount of all liabilities which in the opinion of the
auditor of the Sims Group have been defeased in such a way as to enable any
such liability to be considered as having been extinguished within the
meaning of paragraph 30 of Australian Accounting Standard AAS23; and   debt reductions of the type referred to in the third bullet point of
paragraph 2 of the definition of Total Tangible Assets;5   eliminating all inter-entity balances among the members of the Sims Group
or any of them (including any member of the Sims Group which has become one
since the date of the Latest Audited Consolidated Balance Sheet); and6   making such further adjustments (including elimination of any double
counting arising in relation to any Guarantee and the obligation or
indebtedness that is the subject of the Guarantee) which in the opinion of
the auditor of the Sims Group are appropriate to make a proper determination
of the total amount of the aggregate indebtedness of the members of the Sims
Group.In this definition references to secured and unsecured liabilities shall
include (without limiting the generality of the expression) all Financial
Indebtedness and provisions for estimated liabilities for income taxes, long
service leave and dividends recommended, declared or accrued but unpaid and
provisions for any Contingent Liability but shall not include paid up share
capital (other than Guaranteed Shares), reserves of any nature or
undistributed profits.Total Tangible Assets
    
    at any time the aggregate of the book values, as disclosed by the Latest
Audited Consolidated Balance Sheet, of all Tangible Assets of the Sims Group
and of such Intangible Assets of the Sims Group as the Lender in its sole and
absolute discretion may from time to time agree, together with, (unless
already included in the Latest Audited Consolidated Balance Sheet):1    the aggregate (as disclosed by its latest audited balance sheet) of the
book value of the Tangible Assets as determined by the auditor of the Sims
Group (after making provisions for depreciation and bad and doubtful debts
and any income yet to mature) of any entity which has become a member of the
Sims Group since the date of the Latest Audited Consolidated Balance Sheet;2    the aggregate
proceeds of:    any issue of shares or stock (including premium) of any member of the
Sims Group received since the balance date of the latest Audited Consolidated
Balance Sheet; and    the aggregate proceeds of any calls on partly paid shares made by any
member of the Sims Group which have been received
 page 15




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(FREEHILLS LOGO)
    
    1 <Definition and interpratation
 Term
    
    Meaningsince the balance date of
the Latest Audited Consolidated Balance Sheet,excluding the amount of any such proceeds which:    have been applied in reduction of any secured or unsecured
liabilities included in the definition of Total Indebtedness; or   have been applied in acquiring any assets included in Total Tangible
Assets under this definition;3    the book value of any Tangible Assets (not excluded as provided below)
acquired since the date of the Latest Audited Consolidated Balance Sheet by
any member of the Sims Group with the proceeds of the sale of shares or units
in any entity which has ceased to be a member of the Sims Group since that
date;4    the book value of all assets which are or may be leased, chartered, hired,
managed, used or operated under a finance lease (where the capitalised rent
has been included in Total Indebtedness) as determined by the auditor of the
Sims Group at least annually or (at the option of Sims) the value as at the
date of calculation as assessed by a qualified independent valuer chosen by
Sims and approved by the Lender);5    the proceeds of any Financial Indebtedness referred to in paragraph 2 of
the definition of Total Indebtedness excluding the amount of any proceeds
which:   have been applied in reduction of any other secured or unsecured
liabilities included in that definition; or    have been applied in acquiring any assets included in Total Tangible
Assets under this definition;6    (if a revaluation of a Tangible Asset of any member of the Sims Group has
been carried out by an independent valuer approved by the Lender), the excess
(if any) of the fair value of that Tangible Asset as established by the
valuer over its book value (as disclosed in the Latest Audited Consolidated
Balance Sheet or, in the case of any entity which has become a member of the
Sims Group since the Latest Audited Consolidated Balance Sheet, as disclosed
in the latest audited balance sheet of that entity) and as accepted by the
auditor of the Sims Group without qualification;and after deducting:7    the amount of any income yet to mature and the amount of provisions for
depreciation and for bad and doubtful debts as disclosed by the Latest
Audited Consolidated Balance Sheet;8    the aggregate (as disclosed by the latest audited balance sheet of the
relevant entity) of the book values of the Tangible Assets of any entity
which has ceased to be a member of the Sims Group since the date of the
Latest Audited Consolidated Balance Sheet, other than Tangible Assets of that
entity which have become assets of another member of the Sims Group since
that date (except that, where a revaluation of any asset had previously been
made under paragraph 6, the fair value of that asset as determined in
accordance with that paragraph shall be used instead of the book value);9    the book value of any Tangible Assets of any member of the Sims
 page 16




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(FREEHILLS LOGO)
    
    1 <Definition and interpratation
 Term
    
    MeaningGroup which
have been applied since the date of the Latest Audited Consolidated Balance
Sheet in the acquisition of any entity which has become a member of the Sims
Group since that date (except that, where a revaluation of any asset had
previously been made under paragraph 6, the fair value of that asset as
determined in accordance with that paragraph shall be used instead of the
book value); and10   if a revaluation of a Tangible Asset of any member of the Sims Group has
been carried out by an independent valuer (whether at the request of the
Lender or otherwise), the excess (if any) of the book value of that Tangible
Asset (as disclosed in the Latest Audited Consolidated Balance Sheet or, in
the case of any entity which has become a member of the Sims Group since the
Latest Audited Consolidated Balance Sheet, as disclosed in the latest audited
balance sheet of that entity) over its fair value as established by the
valuer and as accepted by the auditor of the Sims Group without
qualification;and after:11    eliminating all inter-entity balances among any of the members of the Sims
Group (including any member of the Sims Group which has become such since the
Latest Audited Consolidated Balance Sheet); and12    making such further adjustments as may properly be necessary to avoid any
double counting of assets or as may be required by the auditor of the Sims
Group to enable a proper determination to be made of the total amount of the
Total Tangible Assets.Transaction Document
    
    in respect of a Lender:1   this deed;2    each Accession Deed;3    each Lender Accession Deed;4    each Hedging Agreement for that Lender;5    the Facility Agreement for that Lender;6   any other document which Sims acknowledges in writing to be a Transaction
Document for that Lender;7    any other
document or agreement to which a Transaction  Party is or becomes
a party with that Lender or under which obligations are owed by a Transaction
Party to that Lender,or any document or agreement entered into or given under or for the purpose
of amending any of the above and in each case whether or not other parties
are involved and whether or not it arises as a result of an assignment or
transfer.Transaction Party
    
    1    each Borrower; and2    each Guarantor.
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(FREEHILL)
    
    1 <Definitions and interpretation
 1.3
    
    InterpretationIn this deed headings and bold type are for convenience only and do not affect the
interpretation of this deed and, unless the context requires otherwise:
 (a)
    
    words importing the singular include the plural and vice versa;(b)
    
    words importing a gender include any gender;(c)
    
    other parts of speech and grammatical forms of a word or phrase defined in
this deed have a corresponding meaning;(d)
    
    an expression suggesting or referring to a natural person or an entity
includes any company, partnership, joint venture, association, corporation or other
body corporate and any Government Agency;(e)
    
    a reference to any thing (including any right) includes a part of that
thing but nothing in this clause 1.3(e) implies that performance of part of an
obligation constitutes performance of the obligation;(f)
    
    a reference to a clause, party, attachment, exhibit or schedule is a
reference to a clause of, and a party, attachment, exhibit and schedule to, this deed
and a reference to this deed includes any attachment, exhibit and schedule;(g)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws amending,
consolidating or replacing it, whether passed by the same or another Government
Agency with legal power to do so, and a reference to a statute includes all
regulations, proclamations, ordinances and by-laws issued under that statute;(h)
    
    a reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;(i)
    
    a reference to liquidation includes official management, appointment of an
administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding
up, dissolution, deregistration, assignment for the benefit of creditors, scheme,
composition or arrangement with creditors, insolvency, bankruptcy, or a similar
procedure or, where applicable, changes in the constitution of any partnership or
person, or death;(j)
    
    a reference to a party to any document includes that partys successors and
permitted assigns;(k)
    
    a reference to an agreement other than this deed includes an undertaking,
deed, agreement or legally enforceable arrangement or understanding whether or not in
writing;(l)
    
    a reference to an asset includes all property of any nature, including a
business, and all rights, revenues and benefits;(m)
    
    a reference to a document includes any agreement in writing, or any
certificate, notice, deed, instrument or other document of any kind;(n)
    
    no provision of this deed may be construed adversely to a party solely on
the ground that the party was responsible for the preparation of this deed or that
provision;
 
 page 18




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(FREEHILL)
    
    1 <Definitions and interpretation
 (o)
    
    a reference to drawing, accepting, endorsing or other dealing with a Bill
refers to drawing, accepting, endorsing or dealing within the meaning of the Bills of
Exchange Act 1909(Cth);(p)
    
    a reference to a body, other than a party to this deed (including an
institute, association or authority), whether statutory or not:
 (1)
    
    which ceases to exist; or(2)
    
    whose powers or functions are transferred to another
body,
 is a reference to the body which replaces it or which substantially succeeds to its powers
or functions;
 (q)
    
    a Default subsists or continues if it has not been waived by, or
remedied to the satisfaction of, the Lender; and(r)
    
    references to time are to Sydney time.
 1.4
    
    Inclusive expressionsSpecifying anything in this deed after the words include or for example or similar
expressions does not limit what else is included unless there is express wording to the
contrary.1.5
    
    Business DayExcept where clause 9.2 applies, where the day on or by which any thing is to be done is
not a Business Day, that thing must be done on or by the preceding Business Day.1.6
    
    Accounting Standards
 (a)
    
    Any accounting practice or concept relevant to this deed is to be construed
or determined in accordance with the Accounting Standards.(b)
    
    Each Lender and Transaction Party acknowledges that changes in the
Accounting Standards after the date of this deed may make the operation of the
undertakings set out in clause 4.17 or 4.18, a defined term or another clause in a
Transaction Document that refers to the Accounting Standards or any accounting
practice or concept, inappropriate.(c)
    
    If Sims or a Lender considers that such a change has occurred and notifies
the Lenders or Sims (as applicable) to that effect (the date such notice is given,
the Notification Date), Sims and the Lenders agree to negotiate in good faith to
agree to appropriate amendments to the affected clause or definition.(d)
    
    If Sims and the Lenders fail to agree on amendments to the affected clause
or definition within 20 Business Days (or such other period as may be agreed between
Sims and the Lenders) of the Notification Date, then any references to the Accounting
Standards in this deed or any other Transaction Document will be deemed to be a
reference to the Accounting Standards as at the date of this deed.(e)
    
    Unless and until an agreement is reached as contemplated in this clause
1.6, the Borrowers will provide each Financial Report and Compliance Certificate
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(FREEHILL)
    
    2 Operation of Common Terms
 together with, in each case, any reconciliation statements (audited, where
applicable) necessary to enable calculation of the financial undertakings and
associated definitions based on the Accounting Standards prior to the relevant
change occurring and those changes will be ignored for the purposes of the
financial undertakings and the relevant definitions.
 2
    
    Operation of Common Terms2.1
    
    Several obligations and rights of LendersThe parties acknowledge that each Lender contracts with the Transaction Parties on an
independent and individual basis and accordingly:
 (a)
    
    no relationship arises between the Lenders;(b)
    
    the obligations and rights of the Lenders under each Transaction Document
are several;(c)
    
    failure of a Lender to perform its obligations under a Transaction Document
does not relieve any other Lender from any of its obligations under a Transaction
Document;(d)
    
    no Lender is responsible for the obligations of any other Lender under a
Transaction Document; and(e)
    
    each Lender may separately enforce its rights under any Transaction
Document.
 2.2
    
    Terms of Transaction Documents
 (a)
    
    Each Transaction Party and Lender agree that the terms of this deed are
incorporated in the Facility Agreement for that Lender.(b)
    
    If there is any inconsistency between the terms of this deed and the terms
of the Transaction Documents of a Lender, as between the Transaction Parties and that
Lender the terms of the Transaction Documents for that Lender will prevail to the
extent of the inconsistency.(c)
    
    Sims will promptly notify a Lender (First Lender) if, in the reasonable
opinion of Sims, the terms of a Facility provided by the First Lender (other than
those terms related to pricing (including fees and margins), facility limits and
repayment dates) are or become less favourable to the First Lender in any material
respect than the terms of a Facility provided by any other Lender (the Other Lender)
(including the granting of an Encumbrance to any party other than pursuant to an
Encumbrance permitted by the terms of the First Lenders Facility). Upon request
from the First Lender, the Transaction Parties will amend the Facility Agreement or
Transaction Documents of the First Lender to provide for the same or substantially
similar terms and conditions to apply to the First Lender.
 
 page 20




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(FREEHILL)
    
    3 Representations and warranties
 3
    
    Representations and warranties3.1
    
    Representations and warrantiesEach Transaction Party represents and warrants to and for the benefit of each Lender that:
 (a)
    
    registration: it and each Relevant Company is a corporation, or in the case
of a Relevant Company incorporated or organised under the laws of a state in the
United States of America, a corporation, limited liability company or limited
partnership (or other form of entity as may be notified by Sims to the Lenders) or in
the case of a Relevant Company incorporated or organised under the laws of Germany a
limited liability company, duly incorporated or organised in accordance with the laws
of its place of incorporation or organisation, is validly existing under those laws
and is capable of suing and being sued;(b)
    
    corporate power: it has the corporate power to own its assets and to carry
on its business as it is now being conducted;(c)
    
    authority: it has power and authority to enter into and perform its
obligations under the Transaction Documents of that Lender to which it is expressed
to be a party;(d)
    
    authorisations: it has taken all necessary action to authorise the
execution, delivery and performance of the Transaction Documents of that Lender to
which it is expressed to be a party;(e)
    
    binding obligations: the Transaction Documents of that Lender to which it
is expressed to be a party constitute its legal, valid and binding obligations and
are enforceable in accordance with their terms;(f)
    
    transaction permitted: the execution, delivery and performance by it of the
Transaction Documents of that Lender to which it is expressed to be a party will not
breach, or result in a contravention of:
 (1)
    
    any law, regulation or Authorisation;(2)
    
    its constitution or other constituent documents;(3)
    
    any limitation on its powers or the powers of its
directors; or(4)
    
    any Encumbrance or agreement which is binding on it or
any of its Subsidiaries,and will not result in:(5)
    
    the creation or imposition of any Encumbrance on any
assets of it or any of its Subsidiaries other than as permitted under a
Transaction Document of that Lender; or(6)
    
    the acceleration of the date for payment of any
obligation under any agreement which is binding on it;
 (g)
    
    No filing or stamp taxes: under the law of any relevant jurisdiction it is
not necessary that the Transaction Documents of that Lender be filed, recorded or
enrolled with any court or other authority in that jurisdiction or that any stamp
 
 page 21




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(FREEHILL)
    
    3 Representations and warranties
 duty, registration or other similar Tax be paid on or in relation to the
Transaction Documents of that Lender or the transactions contemplated by those
Transaction Documents;(h)
    
    Authorisations: all Authorisations required:
 (1)
    
    to enable it lawfully to enter into, exercise its
rights and comply with its obligations in the Transaction Documents of that
Lender to which it is a party;(2)
    
    to make the Transaction Documents of that Lender to
which it is a party admissible in evidence in its jurisdiction of
incorporation or organisation; and(3)
    
    for each Transaction Party to carry on its business,
which are material and where failure to do so would have a Material Adverse
Effect,
 have been obtained or effected and are in full force and effect;
 (i)
    
    default under law: neither it nor any of its Subsidiaries is in breach of a
law or obligation affecting any of them or their assets in a way which has had, or is
likely to have, a Material Adverse Effect;(j)
    
    Environment Law:
 (1)
    
    there is and has been nothing relating to it or its
business or assets which under any Environmental Law or law relating to
health and safety has given rise or may give rise to substantial
expenditure by it, a substantial claim against it or a requirement that it
cease or substantially alter a material activity; and(2)
    
    other than those Authorisations which a failure to
obtain or maintain is not likely to have a Material Adverse Effect, it has
obtained all Authorisations it is required to obtain under any
Environmental Laws and such Authorisations are in full force and effect;
 (k)
    
    taxation: to the best of its knowledge, information and belief, having made
due enquiries, it has complied with all material laws relating to Tax in all
jurisdictions in which it is subject to Tax and has paid all Taxes due and payable by
it (other than those Taxes which it is contesting in good faith and in respect of
which it has made adequate reserves as long as failure to pay those Taxes would not
have, and is not reasonably likely to have, a Material Adverse Effect);(l)
    
    pari passu: its payment obligations under the Transaction Documents of that
Lender rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law
applying to companies generally;(m)
    
    no immunity: neither it nor any of its Subsidiaries has immunity from the
jurisdiction of a court or from legal process;(n)
    
    Governing law and enforcement: subject to any qualification in any legal
opinion provided to that Lender pursuant to the Transaction Documents of that Lender
relating to it or the laws of its jurisdiction:
 (1)
    
    the choice of law referred to in clause 17.5 as the
governing law of the Transaction Documents of that Lender will be
recognised and
 
 page 22




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(FREEHILL)
    
    3 Representations and warranties
 enforced in its jurisdiction of incorporation or organisation and in
the jurisdiction referred to in that clause (if different); and(2)
    
    any judgment obtained against it in any jurisdiction
referred to in clause 17.5 in relation to a Transaction Document of that
Lender will be recognised and enforced in its jurisdiction of incorporation
or organisation;
 (o)
    
    not a trustee: it does not enter into any Transaction Document of that
Lender as trustee of any trust or settlement;(p)
    
    legal and beneficial owner: it is the legal and beneficial owner of its
assets and undertaking;(q)
    
    no Encumbrances or other interests: there is no Encumbrance over any of its
assets or undertaking other than a Permitted Encumbrance;(r)
    
    commercial benefit: the entering into and performance by it of its
obligations under the Transaction Documents of that Lender to which it is expressed
to be a party is for its commercial benefit and is in its commercial interests;(s)
    
    solvency: there are no reasonable grounds to suspect that it is unable to
pay its debts as and when they become due and payable;(t)
    
    no benefit to related party or financial assistance: no person has
contravened nor will contravene section 208, section 209 or Part 2J.3 of the
Corporations Act (or similar laws under the laws of any other jurisdiction which may
be applicable to it) by entering into any Transaction Document of that Lender or
participating in any transaction in connection with a Transaction Document of that
Lender;(u)
    
    financial information: its most recent Financial Reports or accounts which
it has provided to the Lender under clause 4.1:
 (1)
    
    give a true and fair view of the financial condition
and state of affairs of it and its Subsidiaries as at the date they were
prepared and disclose all material Financial Indebtedness and material
contingent liabilities; and(2)
    
    were prepared in accordance with the Accounting
Standards (except to the extent expressly disclosed in them) and all
applicable laws;
 (v)
    
    no change in affairs: there has been no change in its or any of its
Subsidiaries state of affairs since the end of the accounting period for its most
recent Financial Reports or accounts, referred to in clause 3.1(u) which has had or
is likely to have a Material Adverse Effect;(w)
    
    disclosure: all information provided to the Lender by or on its behalf in
relation to it, its assets, business or affairs or the Transaction Documents was
correct and not misleading (by omission or otherwise) as at the time it was provided;(x)
    
    full disclosure: it has disclosed in writing to the Lender all facts
relating to it and its Subsidiaries, the Transactions Documents of that Lender and
all things in connection with them, which are material to the assessment of the
nature and amount of the risk undertaken by the Lender in entering into the
Transaction Documents of that Lender and doing anything in connection with them;
 
 page 23




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(FREEHILL)
    
    3 Representations and warranties
 (y)
    
    Litigation: no litigation, tax claim, dispute arbitration, administrative
proceeding or other similar proceeding is presently current or pending or, to a
Relevant Companys knowledge, threatened, which might have a Material Adverse Effect;(z)
    
    representations true: each of its representations and warranties contained
in the Transaction Documents is correct and not misleading when made or repeated;(aa)
    
    no Default:
 (1)
    
    there is no subsisting Event of Default; and(2)
    
    to the best of its knowledge, there is no subsisting
Potential Event of Default;
 (bb)
    
    most favoured nation: in the reasonable opinion of Sims, the terms of
each Facility (other than those terms related to pricing (including fees and margins,
facility limits, repayment dates and in the case of hedging pricing and individual
transaction amounts) are no less favourable in any material respect than the terms in
any Other Facility Document;(cc)
    
    ERISA: each Transaction Party incorporated or organised in the United
States of America and each of its Subsidiaries (each a Sims US Company) has operated
and administered each employee benefit plan (as defined in Section 3 of ERISA) in
compliance with all applicable laws except for such instances of noncompliance as
have not resulted in and could not reasonably be expected to result in a Material
Adverse Effect. No Sims US Company has incurred any liability pursuant to Title I or
IV of ERISA or the penalty or excise tax provisions of the U.S. Internal Revenue Code
relating to employee benefit plans (as defined in Section 3 of ERISA), and no event,
transaction or condition has occurred or exists that would reasonably be expected to
result in the incurrence of any such liability by a Sims US Company, or in the
imposition of any lien on any of the rights, properties or assets of a Sims US
Company, in either case pursuant to Title I or IV of ERISA or to such penalty or
excise tax provisions or to Section 401(a)(29) or 412 of the U.S. Internal Revenue
Code, other than such liabilities or liens as would not individually or in the
aggregate reasonably be expected to result in respect of each Sims US Company in a
Material Adverse Effect;(dd)
    
    Federal Reserve Regulations: No Transaction Party is engaged principally,
nor as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System). No part of the proceeds of the
loan will be used, whether immediately, incidentally or ultimately, for purchasing or
carrying any margin security or margin stock as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System; and(ee)
    
    Not an Investment Company: No Transaction Party is, nor during the term of
the loan will it be, an investment company within the meaning of the Investment
Company Act of 1940, as amended.
 3.2
    
    Survival and repetition of representations and warrantiesThe representations and warranties given under this deed:
 (a)
    
    survive the execution of each Transaction Document; and
 
 page 24




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##### 



(FREEHILL)
    
    4 Undertakings
 (b)
    
    are repeated on each date on which financial accommodation is made
available under a Transaction Document, each Interest Payment Date (as defined in the
relevant Transaction Document) and each day on which a person becomes an Additional
Borrower or Additional Guarantor, in each case with respect to the facts and
circumstances then subsisting.
 3.3
    
    Reliance by LenderEach Transaction Party acknowledges that each Lender has entered into each Transaction
Document to which it is a party in reliance on the representations and warranties given
under this deed.4
    
    Undertakings4.1
    
    Provision of information and reportsEach Transaction Party must provide to each Lender the following:
 (a)
    
    Annual Financial Reports: as soon as practicable and in any event no later
than 90 days after the end of each financial year, copies of the annual audited
Financial Report of the Sims Group for that financial year (delivery of Financial
Reports under this clause by Sims will be deemed to satisfy each other Transaction
Partys obligation under this paragraph);(b)
    
    Half-year Financial Reports: as soon as practicable and in any event no
later than 90 days after the end of the first half of each financial year, copies of
the unaudited semi-annual Financial Report of the Sims Group for that half financial
year (delivery of Financial Reports under this clause by Sims will be deemed to
satisfy each other Transaction Partys obligation under this paragraph);(c)
    
    Compliance Certificate: together with the documents provided under clauses
4.1(a) and (b), a Compliance Certificate;(d)
    
    directors certificate: at the Lenders request, a certificate signed by at
least 2 directors of Sims stating:
 (1)
    
    if a Default has occurred; and(2)
    
    if so, full details of the relevant Default and the
remedial action being taken or proposed;
 (e)
    
    documents issued: copies of all documents issued by it to holders of its
Marketable Securities at the same time as their issue;(f)
    
    KYC & AML: promptly upon request, any document or information necessary in
the Lenders opinion to enable the Lender to undertake any know your customer checks
or anti-money laundering checks; and(g)
    
    other information: any other information which the Lender reasonably
requests.
 
 page 25




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##### 



(FREEHILL)
    
    4 Undertakings
 4.2
    
    Proper accountsEach Transaction Party must:
 (a)
    
    keep accounting records which give a true and fair view of its financial
condition and state of affairs; and(b)
    
    ensure that the accounts it provides under clause 4.1 are prepared in
accordance with the Accounting Standards.
 4.3
    
    Notices to the LenderEach Transaction Party must notify the Lender as soon as it becomes aware of:
 (a)
    
    any Default occurring, together with full details of the Default and any
step taken or proposed to remedy it;(b)
    
    any breach of any Environmental Law or the issuing of any proceedings or
notice or requirements against or upon it or its assets in respect of, or which is
likely to result in, any Environmental Liability or breach of any Environmental Law
in each case, which has had, or is reasonably likely to have a Material Adverse
Effect;(c)
    
    any litigation, arbitration, administrative or other proceeding in respect
of it or any of its assets being commenced or threatened which is in excess of
$25,000,000 or its equivalent.(d)
    
    any proposal of any Government Agency to compulsorily acquire the whole or
a substantial part of its assets; and(e)
    
    the acquisition by it of a Subsidiary.
 4.4
    
    ComplianceEach Transaction Party must, and Sims must ensure that each other member of the Sims Group
will:
 (a)
    
    comply with all its obligations under each Transaction Document to which it
is a party; and(b)
    
    ensure that no Event of Default occurs.
 4.5
    
    Maintenance of capitalEach Transaction Party will ensure that no Relevant Company takes any action to reduce its
capital, cancel its uncalled capital or buy back its shares (Capital Reduction) if the
Capital Reduction would, in aggregate with any other Capital Reductions by the Relevant
Company in the preceding year, result in a reduction of the issued ordinary capital of the
Relevant Company of greater than or equal to 10% for that year (however any Capital
Reduction may not in any event be made if it causes a breach of the undertakings contained
in clauses 4.17 or 4.18).
 
 page 26




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##### 



(FREEHILL)
    
    4 Undertakings
 4.6
    
    Compliance with laws and AuthorisationsEach Transaction Party must and must ensure that each Relevant Company will:
 (a)
    
    comply with all laws and legal requirements, including each judgement,
award, decision, finding or any other determination of a Government Agency, which
applies to it or any of its assets, where failure to do so will have or be likely to
have a Material Adverse Effect;(b)
    
    obtain, maintain and comply with:
 (1)
    
    all authorisations required in relation to the entry
into, performance of obligations under, and enforceability of, each
Transaction Document to which it is a party; and(2)
    
    all authorisations that are material to the carrying on
of the business of the Sims Group (taken as a whole) where failure to do so
has or is likely to have a Material Adverse Effect,
 and ensure those Authorisations are not cancelled, suspended, not renewed,
varied or found to be invalid; and(c)
    
    not do anything which would prevent the renewal of any Authorisation
referred to in clause 4.6(b) or cause it to be renewed on less favourable terms.
 4.7
    
    Payment of Taxes and outgoings
 (a)
    
    Each Transaction Party must pay all Taxes when due, other than:
 (1)
    
    Contested Taxes; and(2)
    
    where failure to do so will not have or be likely to
have a Material Adverse Effect.
 (b)
    
    Each Transaction Party must pay all Contested Taxes when the terms of any
final determination or settlement require those Contested Taxes to be paid.
 4.8
    
    Conduct of businessEach Transaction Party must conduct its business (including collecting debts owed to it)
in a proper, orderly and efficient manner.4.9
    
    Maintenance of existenceA Transaction Party must, and must ensure that each Relevant Company will:
 (a)
    
    maintain its corporate existence, good standing and registration in the
jurisdiction of its organisation or incorporation;(b)
    
    not transfer its jurisdiction of organisation or incorporation;(c)
    
    not enter into any amalgamation, demerger or corporate reconstruction where
such event has or would be likely to have a Material Adverse Effect except a solvent
amalgamation or reconstruction on terms agreed by the Lender; and
 
 page 27




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##### 



(FREEHILL)
    
    4 Undertakings
 (d)
    
    not amend its constitution or any other constituent document of it where such amendment has or
would be likely to have a Material Adverse Effect, without the Lenders prior written consent.
 4.10
    
    Negative pledge
 (a)
    
    A Transaction Party must not, and Sims must procure that no other member of
the Sims Group will, create or allow to exist or agree to any Encumbrance over any of
its assets other than a Permitted Encumbrance.(b)
    
    No Transaction Party will deposit money with a person in circumstances
where the money is not repayable unless the Transaction Party performs obligations
(including to pay money) to that person, except in respect of deposits which in
aggregate do not exceed A$35,000,000 at any time.(c)
    
    A Transaction Party must not, and each Transaction Party must ensure that
no Relevant Company will, dispose of 10% or more of its Total Tangible Assets or an
interest in them or agree or attempt to do so (whether in one or more related or
unrelated transactions) except:
 (1)
    
    where the disposals are in the ordinary course of day
to day trading; and(2)
    
    the disposals are of obsolete assets no longer required
for its business.
 (d)
    
    A Transaction Party must not enter into any arrangement which, if complied
with, would prevent any Transaction Party from complying with its obligations under
the Transaction Documents.(e)
    
    This clause 4.10 does not apply to the creation of an Encumbrance or
disposal of an asset if such creation or disposal cannot be prohibited by reason of
Section 1136 German Civil Code (Bürgerliches Gesetzbuch).
 4.11
    
    No change to businessThe Relevant Companies will not substantially change the nature of the business or
businesses carried on by them as a whole. No Relevant Company will take any action which
would have that effect, whether by disposal, acquisition or otherwise.4.12
    
    Financial accommodation
 (a)
    
    A Transaction Party must not provide any financial accommodation, or give
any Guarantee in respect of any financial accommodation other than financial
accommodation provided to a Transaction Party, to or for the benefit of any person,
other than Permitted Financial Accommodation or with the prior written consent of the
Lender.(b)
    
    A Transaction Party must not permit financial accommodation to remain owing
to it by a Relevant Company which is not a Transaction Party.(c)
    
    A Transaction Party must not satisfy any financial accommodation owed to a
Relevant Company which is not a Transaction Party except any financial accommodation
which, in aggregate with all other financial accommodation
 
 page 28




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##### 



(FREEHILL)
    
    4 Undertakings
 owed by a Transaction Party to a Relevant Company which is not a Transaction
Party that is satisfied in the 12 month period prior to the date on which the
financial accommodation is to be satisfied, does not exceed A$10,000,000.
 4.13
    
    Restrictions on dealingsA Transaction Party must not deal with another party unless it does so at arms length for
full commercial consideration and in the ordinary course of its ordinary business.4.14
    
    Maintenance of assetsEach Transaction Party, other than a Transaction Party whose assets comprise less than 2%
of the Total Tangible Assets or a Transaction Party whose profits from ordinary activities
account for less than 2% of EBITDA, must maintain and keep its assets in a good state of
repair and in good working order allowing for fair wear and tear except where failure to
do so would not have a material adverse effect on:
 (a)
    
    the financial condition of the Transaction Party;(b)
    
    its ability to perform any of its obligations under a Transaction Document;
or(c)
    
    any Encumbrance provided to a Lender by that Transaction Party.
 4.15
    
    InsuranceEach Transaction Party must, and must ensure that each Relevant Company will:
 (a)
    
    maintain industrial special risks insurance, public liability insurance,
professional indemnity liability insurance and directors and officers liability
insurance with an independent and reputable insurer and consistent with the
insurances maintained by it as at the date of this deed;(b)
    
    otherwise insure, and keep insured, its property which is of an insurable
nature in the manner and to the extent which is in accordance with good business
practice for property of such nature; and(c)
    
    promptly following a request by the Lender, provide the Lender with any
certificates of currency or other evidence of currency in respect of all insurances
required to be maintained by it under this deed.
 4.16
    
    HedgingA Transaction Party must not (and in the case of Sims, must ensure that no Relevant
Company will) enter into a Hedging Agreement except:
 (a)
    
    for the purposes of hedging that Transaction Partys actual or projected
interest rate, foreign exchange or other exposures arising in the ordinary course of
its ordinary business and not for speculative purposes; or(b)
    
    with the Lenders prior written consent.
 
 page 29




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##### 



(FREEHILL)
    
    4 Undertakings
 4.17
    
    Financial undertakings
 (a)
    
    Each Transaction Party must ensure that on each Calculation Date:
 (1)
    
    the ratio of Financial Indebtedness to EBITDA for the
Calculation Period ending on that Calculation Date is not greater than
3.0:1;(2)
    
    the ratio of EBITDA to Net Interest Expense for the
Calculation Period ending on that Calculation Date is not less than 3.5:1;
and(3)
    
    Tangible Net Worth is at least 85% of the Tangible Net
Worth calculated for the last Calculation Date of the preceding financial
year.
 4.18
    
    Guarantors
 (a)
    
    Each Transaction Party must ensure that:
 (1)
    
    the Guarantors (excluding any German Guarantors) will:
 (A)
    
    at all times own, in aggregate, at
least 80% of the Total Tangible Assets of the Sims Group; and(B)
    
    generate at least 80% of the EBITDA
for each Calculation Period ending on a Calculation Date; and
 (2)
    
    where a Subsidiary owns at least 5% of Total Tangible
Assets at any time or generates at least 5% of EBITDA for a Calculation
Period ending on a Calculation Date, the Subsidiary becomes an Additional
Guarantor in accordance with clause 14.4 within 3 months (or such minimum
longer period of time as is required by law) of the earlier of the
Subsidiary becoming the owner of at least 5% of Total Tangible Assets and
the relevant Calculation Date, unless the Lender is provided with a written
legal advice (in a form satisfactory to the Lender, acting reasonably) from
a law firm in the jurisdiction in which the Subsidiary was incorporated to
the effect that the accession of the Subsidiary to this deed as a Guarantor
on the terms of this deed would be contrary to the law under which the
Subsidiary was incorporated or carries on a substantial portion of its
business.
 (b)
    
    A failure to comply with clause 4.18(a)(1) at any time, as a result of the
acquisition of a Subsidiary or the acquisition of any new assets or a business, will
not constitute a Default if Sims procures that additional members of the Sims Group
become Guarantors in accordance with clause 14.4 to the extent required to ensure
compliance with clause 4.18(a)(1) within 3 months of the relevant failure to comply.
 4.19
    
    Deed of Cross GuaranteeA Transaction Party:
 (a)
    
    must not consent to the amendment, termination, revocation, suspension or
repudiation of, or waive its rights arising under, any Deed of Cross Guarantee to
which it is a party without the Lenders consent (which consent may be withheld in
the Lenders absolute discretion or, where granted, may be subject to such terms as
the Lender, in its absolute discretion, requires); and
 
 page 30




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##### 



(FREEHILL)
    
    5 Events of Default
 (b)
    
    must notify the Lender immediately upon it becoming aware of any proposal
or request or requirement that it provide a consent or waiver in respect of any Deed
of Cross Guarantee to which it is a party.
 4.20
    
    Term of undertakingsUnless the Lender otherwise agrees in writing, until:
 (a)
    
    the commitment of that Lender is cancelled; and(b)
    
    the Outstanding Moneys of that Lender are unconditionally repaid in full;
 each Transaction Party must, at its own cost, comply with its undertakings in this clause 4.5
    
    Events of Default5.1
    
    Events of DefaultIt is an Event of Default in respect of a Lender, whether or not it is within the control
of a Transaction Party, if:
 (a)
    
    failure to pay: a Transaction Party fails to pay principal under a
Transaction Document of that Lender or any interest or any other amount payable under
a Transaction Document of that Lender on time on the due date in the manner required
under that Transaction Document unless, in the case of interest or any other amount,
it is paid within 2 days of the due date and it demonstrates to the satisfaction of
that Lender that the delay was due to a failure in transmission of funds outside of
its control where the funds were available to it with a bank and it gave the
requisite instructions;(b)
    
    failure to comply: a Transaction Party fails to comply with clause 4.17 or
clause 4.18;(c)
    
    non-remediable failure: a Transaction Party fails to perform any other
undertaking or obligation of it under any Transaction Document of that Lender and
that failure is not in the opinion of that Lender remediable;(d)
    
    remediable failure: the failure described in clause 5.1(c) is in the
opinion of that Lender remediable, and the Transaction Party does not remedy the
failure within 10 Business Days after receipt by the Transaction Party of a notice
from that Lender specifying the failure;(e)
    
    misrepresentation: any representation or warranty or statement of a
Transaction Party under a Transaction Document of that Lender is incorrect or
misleading in a material respect when made or repeated;(f)
    
    cross default: any Financial Indebtedness of a Relevant Company in an
amount of at least A$5,000,000 or its equivalent or of the Relevant Companies
totalling (in aggregate for all such Relevant Companies) at least A$25,000,000 or its
equivalent:
 page 31




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##### 



(FREEHILL)
    
    5 Events of Default
 (1)
    
    becomes due and payable before the scheduled date for
payment (except as a result of an exercise of a prepayment right in the
absence of default); or(2)
    
    is not paid when due (after taking into account any
applicable grace period);
 (g)
    
    Cancellation of commitment:An obligation upon any person to provide
finance to:
 (1)
    
    a Relevant Company totalling at least A$5,000,000 (or
its equivalent); or(2)
    
    the Relevant Companies totalling (in aggregate) at
least A$25,000,000 (or its equivalent),
 is terminated except as a result of voluntary termination in the absence of
default;(h)
    
    Encumbrance: any Encumbrance is enforced against an asset or assets of a
Relevant Company with a value or in an amount exceeding A$10,000,000 or its
equivalent;(i)
    
    execution: a distress, attachment, execution or other process of a
Government Agency is issued against, levied or entered upon:
 (1)
    
    an asset of a Relevant Company with a value or in an
amount of at least A$10,000,000 or its equivalent; or(2)
    
    an asset or assets of Relevant Companies totalling (in
aggregate for all such Relevant Companies) at least A$25,000,000 or its
equivalent,
 and is not set aside or satisfied within 10 Business Days;(j)
    
    suspends payment: a Relevant Company suspends payment of its debts
generally;(k)
    
    insolvency: a Relevant Company is Insolvent;(l)
    
    maintenance of capital and existence: a Transaction Party fails to comply
with clause 4.5 or 4.9;(m)
    
    unenforceability:
 (1)
    
    all or a material part of a Transaction Document of
that Lender is illegal, void, voidable or unenforceable;(2)
    
    a Relevant Company becomes entitled to terminate any
material provision of any Transaction Document of that Lender (other than
following the occurrence of a termination event or an event of default
under a Hedging Agreement with the Lender in respect of which the Lender is
an Affected Party or the Defaulting Party (as applicable) (as defined
in that Hedging Agreement)); or(3)
    
    the execution, delivery or performance of a Transaction
Document of that Lender by a Transaction Party or the exercise by the
Lender of all
 page 32




---



##### 



(FREEHILL)
    
    5 Events of Default
 or any of its rights under a Transaction Document breaches or results
in a contravention of any law;
 (n)
    
    Environmental: there is any claim or requirement of expenditure or
alteration of activity or cessation of activity under any Environmental Law or law
relating to health or there is any breach of any Authorisation, in each case which in
the opinion of the Lender is likely to have a Material Adverse Effect or any
circumstance arises which may give rise to such an action, claim, requirement or
breach;(o)
    
    Governmental interference: a law or anything done by a Governmental Agency
is likely to in the opinion of the Lender have a Material Adverse Effect;(p)
    
    seizure: all or any material part of the assets of the Sims Group are
seized or otherwise appropriated by, or custody thereof is assumed by any
Governmental Agency, or the Sims Group is otherwise prevented from exercising normal
day-to-day control over all or a material part of its assets or loses any of the
rights or privileges necessary to maintain its existence or to carry on its business
and Sims does not demonstrate to the reasonable satisfaction of the Lender within 15
Business Days of such seizure, appropriation, assumption of custody or execution that
no Material Adverse Effect has resulted, or is reasonably likely to result,
therefrom;(q)
    
    event of default: an event of default, termination event (other than a
termination event under a Hedging Agreement with the Lender in respect of which the
Lender is an Affected Party (as defined in that Hedging Agreement)) or other
similar event occurs with respect to a Relevant Company under any agreement relating
to Financial Indebtedness between a Relevant Company and the Lender including the
occurrence of an event which is an event of default with respect to a Relevant
Company under any Transaction Document of that Lender other than this agreement, or
any other event occurs which renders enforceable a Transaction Document of that
Lender which comprises or includes a Guarantee;(r)
    
    Disposal without consent: a disposal occurs which cannot be prohibited
pursuant to Section 1136 German Civil Code (Bürgerliches Gesetzbuch), if the disposal
has not been approved by the Lender in writing, provided such disposal corresponds to
a disposal set out in clause 4.10(a) and 4.10(c);(s)
    
    investigation: a person is appointed under the Corporations Act or any
other applicable legislation to investigate any part of the affairs of a Transaction
Party and the relevant Transaction Party does not demonstrate to the reasonable
satisfaction of the Lender within 15 Business Days of such appointment that no
Material Adverse Effect has resulted from, or is reasonably likely to result from,
the investigation or as a consequence thereof;(t)
    
    deregistration: a step is taken under section 601AA, 601AB or 601AC of the
Corporations Act or analogous provisions in a relevant jurisdiction to cancel the
registration of a Transaction Party;(u)
    
    ASX delisting/suspension: except with the written consent of the Lender,
any securities of Sims are:
 (1)
    
    not listed on at least one of:(A)
    
    the official list of the Australian Securities Exchange
operated by ASX Limited; or
 page 33




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##### 



(FREEHILL)
    
    5 Events of Default
 (B)
    
    the official list of the New York Stock Exchange; or(2)
    
    suspended from quotation or trading on any official
list referred to in clause 5.1(u)(1) for 5 consecutive trading days (except
where such suspension is requested by Sims for the purpose of an
acquisition or a fundraising and such securities remain suspended on that
basis only and not on any other basis); or(3)
    
    removed from the official list of any of:(A)
    
    the Australian Securities Exchange operated by ASX
Limited;(B)
    
    the New York Stock Exchange; or(C)
    
    another stock exchange,
 because the operator of the relevant stock exchange decides that Sims or its
securities no longer meet the requirements for continued listing (except where
Sims has requested such removal and that is the sole basis for the removal);(v)
    
    material adverse effect: any event occurs which, in the reasonable opinion
of the Lender, may have a Material Adverse Effect; and(w)
    
    ceasing business: a Transaction Party stops payment, significantly changes
the general character of its business or threatens to do any of those things, or a
Relevant Company ceases to carry on business, except to reconstruct or amalgamate
while solvent, and which event may have a Material Adverse Effect.
 5.2
    
    Effect of Event of Default
 (a)
    
    If an Event of Default in respect of a Lender occurs that Lender may at any
time after its occurrence by notice to Sims declare that:
 (1)
    
    the Outstanding Moneys under that Facility are
immediately due and payable; or(2)
    
    the Commitment under that Facility is cancelled,
 or make each of the declarations under clauses 5.2(a)(1) and (2).(b)
    
    Subject to clause 5.2(c), the Borrowers must immediately repay the
Outstanding Moneys under the relevant Facility on receipt of a notice under clause
5.2(a)(1).(c)
    
    A notice given by a Lender under clause 5.2(a)(1) and (a)(2) shall be of no
effect if:
 (1)
    
    it is given because of the occurrence of an Event of
Default specified in clause 5.1(b), 5.1(c), 5.1(e), 5.1(f), 5.1(g), 5.1(l),
5.1(m) or 5.1(w); and(2)
    
    within 2 Business Days of the notice the Transaction
Parties are able to show to the Lenders absolute satisfaction (in the
Lenders absolute discretion) that:(A)
    
    the Event of Default is not subsisting; or
 page 34




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##### 



(LOGO)
    
    6 Review Event
 (B)
    
    where the notice relates to an Event of Default
specified in clause 5.1(l) or 5.1(w), the Event of Default subsisting does
not and will not have a Material Adverse Effect.
 5.3
    
    Transaction Parties to continue to perform
 (a)
    
    If the Lender makes a declaration under clause 5.2:
 (1)
    
    the declaration does not affect the obligations of a
Transaction Party under the Transaction Documents; and(2)
    
    each Transaction Party must continue to perform its
obligations under the Transaction Documents as if the declaration had not
been made, subject to any directions given by the Lender under any
Transaction Document.
 (b)
    
    Clause 5.3(a) does not affect the Borrowers obligations under clause 5.2.
 5.4
    
    Enforcement
 (a)
    
    The Transaction Documents may be enforced without notice to a Transaction
Party or any other person even if:
 (1)
    
    the Lender accepts any part of the Outstanding Moneys
after an Event of Default; or(2)
    
    there has been any other Event of Default.
 (b)
    
    The Lender is not liable to any Transaction Party for any Loss a
Transaction Party may suffer, incur or be liable for arising out of or in connection
with the Lender exercising any Power, except to the extent specifically set out in a
Transaction Document.
 6
    
    Review Event
 (a)
    
    It is a Review Event with respect to a Facility and a Lender if:
 (1)
    
    Control: the persons who at the date of this deed have
Control of Sims cease to have Control of Sims; or(2)
    
    listing: any securities of Sims are added to the
official list of any stock exchange (other than the official list of the
Australian Securities Exchange operated by ASX Limited and the official
list of the New York Stock Exchange).
 (b)
    
    If a Review Event occurs under:
 (1)
    
    clause 6(a)(1), then the relevant Lender may, within 90
days after the date on which the Lender is notified of that change of
Control, review the terms of any financial accommodation provided under any
Transaction Document of that Lender. Following that review, the
 page 35




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 Lender may
require repayment on demand of all or part of the financial accommodation
provided to any Transaction Party and terminate all its Facilities;(2)
    
    clause 6(a)(2), then the relevant Lender may, for a
period of not less than 60 days after the date the Lender is notified of
that event (Listing Review Period), review the terms of any financial
accommodation provided under any Transaction Document. Following the
Listing Review Period the Lender may require repayment on demand of all or
part of the financial accommodation provided to any Transaction Party and
terminate all its Facilities, if the Lender, acting reasonably, believes
that Sims presence on the official list of such a stock exchange, will
have, or is reasonably likely to have, a Material Adverse Effect.
 7
    
    Guarantee and indemnity
 7.1
    
    Guarantee
  7.2
    
    Payment
 (a)
    
    If the Outstanding Moneys are not paid when due, each Guarantor must
immediately on demand from a Lender pay to that Lender the Outstanding Moneys of that
Lender in the same manner and currency as the Outstanding Moneys are required to be
paid.(b)
    
    A demand under clause 7.2(a) may be made at any time and from time to time.
 7.3
    
    Securities for other money
  (a)
    
    Collateral Security; or(b)
    
    other document or agreement,
  7.4
    
    Amount of Outstanding Moneys
 (a)
    
    This clause 7 applies to any amount which forms part of the Outstanding
Moneys from time to time.(b)
    
    The obligations of each Guarantor under this clause 7 extend to any
increase in the Outstanding Moneys as a result of:
 page 36




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 (1)
    
    any amendment, supplement, renewal or replacement of
any Transaction Document to which a Transaction Party and the Lender is a
party; or(2)
    
    the occurrence of any other thing.
 (c)
    
    Clause 7.4(b):
 (1)
    
    applies regardless of whether any Guarantor is aware of
or consented to or is given notice of any amendment, supplement, renewal or
replacement of any agreement to which a Transaction Party and the Lender is
a party or the occurrence of any other thing; and(2)
    
    does not limit the obligations of any Guarantor under
this clause 7.
 7.5
    
    Proof by LenderIn the event of the liquidation of a Transaction Party, each Guarantor authorises the
Lender to prove for all money which any Guarantor has paid or is or may be obliged to pay
under any Transaction Document of that Lender, any other document or agreement or
otherwise in respect of the Outstanding Moneys of that Lender.
 7.6
    
    Avoidance of payments
 (a)
    
    If any payment, conveyance, transfer or other transaction relating to or
affecting the Outstanding Moneys is:
 (1)
    
    void, voidable or unenforceable in whole or in part; or(2)
    
    claimed to be void, voidable or unenforceable and that
claim is upheld, conceded or compromised in whole or in part,
  (3)
    
    that payment, conveyance, transfer or transaction (or
the void, voidable or unenforceable part of it); and(4)
    
    any release, settlement or discharge made in reliance
on any thing referred to in clause 7.6(a)(3),
  (b)
    
    Clause 7.6(a) applies whether or not the Lender knew, or ought to have
known, of anything referred to in clause 7.6(a).
 7.7
    
    Indemnity for avoidance of Outstanding Moneys
 (a)
    
    If any of the Outstanding Moneys (or money which would have been
Outstanding Moneys if it had not been irrecoverable) are irrecoverable by the Lender
from:
 page 37




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 (1)
    
    any Transaction Party; or(2)
    
    a Guarantor on the footing of a guarantee,
  (3)
    
    indemnify the Lender against any Loss suffered, paid or
incurred by the Lender in relation to the non payment of that money; and(4)
    
    must pay the Lender an amount equal to that money.
 (b)
    
    Clause 7.7(a) applies to the Outstanding Moneys (or money which would have
been Outstanding Moneys if it had not been irrecoverable) which are or may be
irrecoverable irrespective of whether:
 (1)
    
    they are or may be irrecoverable because of any event
described in clause 7.6;(2)
    
    they are or may be irrecoverable because of any other
fact or circumstance;(3)
    
    the transactions or any of them relating to that money
are void or illegal or avoided or otherwise unenforceable; and(4)
    
    any matters relating to the Outstanding Moneys are or
should have been within the knowledge of the Lender.
 7.8
    
    No obligation to marshalThe Lender is not required to marshal or to enforce or apply under or appropriate, recover
or exercise:
 (a)
    
    any Encumbrance, Guarantee or Collateral Security or other document or
agreement held, at any time, by or on behalf of that or the Lender; or(b)
    
    any money or asset which the Lender, at any time, holds or is entitled to
receive.
 7.9
    
    Non-exercise of Guarantors rights
  7.10
    
    Principal and independent obligation
 (a)
    
    This clause 7 is:
 (1)
    
    a principal obligation and is not to be treated as
ancillary or collateral to any other right or obligation; and(2)
    
    independent of and not in substitution for or affected
by any other Collateral Security which the Lender may hold in respect of
the Outstanding Moneys or any obligations of any Transaction Party or any
other person.
 page 38




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 (b)
    
    This clause 7 is enforceable against a Guarantor:
 (1)
    
    without first having recourse to any Collateral
Security;(2)
    
    whether or not the Lender has made demand on any
Transaction Party (other than any demand specifically required to be given,
or notice required to be issued, to a Guarantor under clause 7.2 or any
other provision of a Transaction Document);(3)
    
    whether or not the Lender has given notice to any
Transaction Party or any other person in respect of any thing;(4)
    
    whether or not the Lender has taken any other steps
against any Transaction Party or any other person;(5)
    
    whether or not any Outstanding Moneys is then due and
payable; and(6)
    
    despite the occurrence of any event described in clause
7.12.
 7.11
    
    Suspense account
 (a)
    
    The Lender may apply to the credit of an interest bearing suspense account
any:
 (1)
    
    amounts received under this clause 7;(2)
    
    dividends, distributions or other amounts received in
respect of the Outstanding Moneys in any liquidation; and(3)
    
    other amounts received from a Guarantor, a Transaction
Party or any other person in respect of the Outstanding Moneys.
 (b)
    
    The Lender may retain the amounts in the suspense account for as long as it
determines and is not obliged to apply them in or towards satisfaction of the
Outstanding Moneys. Following payment in full of the Outstanding Moneys, it shall
return the balance to the relevant Transaction Party or to another person entitled to
it.
 7.12
    
    Unconditional nature of obligations
 (a)
    
    This clause 7 and the obligations of each Guarantor under the Transaction
Documents are absolute, binding and unconditional in all circumstances, and are not
released or discharged or otherwise affected by anything which but for this provision
might have that effect, including:
 (1)
    
    the grant to any Transaction Party or any other person
at any time, of a waiver, covenant not to sue or other indulgence;(2)
    
    the release (including a release as part of any
novation) or discharge of any Transaction Party or any other person other
than an express release given to a Transaction Party in writing;(3)
    
    the cessation of the obligations, in whole or in part,
of any Transaction Party or any other person under any Transaction Document
or any other document or agreement;
 page 39




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 (4)
    
    the liquidation of any Transaction Party or any other
person;(5)
    
    any arrangement, composition or compromise entered into
by the Lender, any Transaction Party or any other person;(6)
    
    any Transaction Document or any other document or
agreement being in whole or in part illegal, void, voidable, avoided,
unenforceable or otherwise of limited force or effect;(7)
    
    any extinguishment, failure, loss, release, discharge,
abandonment, impairment, compounding, composition or compromise, in whole
or in part of any Transaction Document or any other document or agreement;(8)
    
    any Collateral Security being given to the Lender by
any Transaction Party or any other person;(9)
    
    any alteration, amendment, variation, supplement,
renewal or replacement of any Transaction Document or any other document or
agreement;(10)
    
    any moratorium or other suspension of any Power;(11)
    
    the Lender or Attorney exercising or enforcing,
delaying or refraining from exercising or enforcing, or being not entitled
or unable to exercise or enforce any Power;(12)
    
    the Lender obtaining a judgment against any Transaction
Party or any other person for the payment of any of the Outstanding Moneys;(13)
    
    any transaction, agreement or arrangement that may take
place with the Lender, any Transaction Party or any other person;(14)
    
    any payment to the Lender or Attorney, including any
payment which at the payment date or at any time after the payment date is
in whole or in part illegal, void, voidable, avoided or unenforceable;(15)
    
    any failure to give effective notice to any Transaction
Party or any other person of any default under any Transaction Document or
any other document or agreement;(16)
    
    any legal limitation, disability or incapacity of any
Transaction Party or of any other person;(17)
    
    any breach of any Transaction Document or any other
document or agreement;(18)
    
    the acceptance of the repudiation of, or termination
of, any Transaction Document or any other document or agreement;(19)
    
    any Outstanding Moneys being irrecoverable for any
reason;(20)
    
    any disclaimer by any Transaction Party or any other
person of any Transaction Document or any other document or agreement;
 page 40




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 (21)
    
    any assignment, novation, assumption or transfer of, or
other dealing with, any Powers or any other rights or obligations under any
Transaction Document or any other document or agreement;(22)
    
    the opening of a new account of any Transaction Party
with the Lender or any transaction on or relating to the new account;(23)
    
    any prejudice (including material prejudice) to any
person as a result of any thing done or omitted by the Lender, any
Transaction Party or any other person;(24)
    
    any prejudice (including material prejudice) to any
person as a result of the Lender, Attorney or any other person selling or
realising any property the subject of a Collateral Security at less than
the best price;(25)
    
    any prejudice (including material prejudice) to any
person as a result of any failure or neglect by the Lender, Attorney or any
other person to recover the Outstanding Moneys from any Transaction Party
or by the realisation of any property the subject of a Collateral Security;
 (26)
    
    any prejudice (including material prejudice) to any
person as a result of any other thing;(27)
    
    the receipt by the Lender of any dividend, distribution
or other payment in respect of any liquidation;(28)
    
    the failure of any other Guarantor or any other person
who is intended to become a co-surety or co-indemnifier of that Guarantor
to execute this deed or any other document; or(29)
    
    any other act, omission, matter or thing whether
negligent or not.
 (b)
    
    Clause 7.12(a) applies 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 7.12(a); or(2)
    
    any rule of law or equity to the contrary.
 7.13
    
    No competition
 (a)
    
    Until the Outstanding Moneys have been fully paid and this clause 7 has
been finally discharged, a Guarantor is not entitled to:
 (1)
    
    be subrogated to the Lender;(2)
    
    claim or receive the benefit of any Encumbrance,
Guarantee or other document or agreement of which the Lender has the
benefit;(3)
    
    claim or receive the benefit of any moneys held by the
Lender; or(4)
    
    claim or receive the benefit of any Power;(5)
    
    either directly or indirectly prove in, claim or
receive the benefit of any distribution, dividend or payment arising out of
or relating to the
 page 41




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##### 



(LOGO)
    
    7 Guarantee and indemnity
 liquidation of any Transaction Party liable to pay the
Outstanding Moneys, except in accordance with clause 7.13(b);(6)
    
    make a claim or exercise or enforce any right, power or
remedy (including under an Encumbrance or Guarantee or by way of
contribution) against any Transaction Party liable to pay the Outstanding
Moneys other than payments made in the ordinary course of business that are
not otherwise restricted by this clause 7.13;(7)
    
    accept, procure the grant of or allow to exist any
Encumbrance in favour of a Guarantor from any Transaction Party liable to
pay the Outstanding Moneys;(8)
    
    exercise or attempt to exercise any right of set-off
against, or realise any Encumbrance taken from, any Transaction Party
liable to pay the Outstanding Moneys; or(9)
    
    raise any defence or counterclaim in reduction or
discharge of its obligations under this clause 7.
 (b)
    
    If required by the Lender, a Guarantor must prove in any liquidation of any
Transaction Party liable to pay the Outstanding Moneys for all money owed to the
Guarantor.(c)
    
    All money recovered by a Guarantor from any liquidation or under any
Encumbrance or Guarantee from any Transaction Party liable to pay the Outstanding
Moneys must be received and held in trust by the Guarantor for the Lender to the
extent of the unsatisfied liability of the Guarantor under this clause 7.(d)
    
    A Guarantor must not do or seek, attempt or purport to do anything referred
to in clause 7.13(a).
 7.14
    
    Continuing guarantee
  (a)
    
    any settlement of account; or(b)
    
    the occurrence of any other thing,
  (c)
    
    all the Outstanding Moneys have been paid in full; and(d)
    
    this clause 7 has been finally discharged by all the Lenders.
 7.15
    
    VariationThis clause 7 extends to cover the Transaction Documents as amended, varied or replaced,
whether with or without the consent of any one or more of the Guarantors, including any
increase in the limit or maximum principal amount available under a Transaction Document.
 page 42




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##### 



(LOGO)
    
    8 German Guarantors
 7.16
    
    JudgmentsA final judgment obtained against a relevant Transaction Party is conclusive as against
each Guarantor.
 8
    
    German Guarantors
 (a)
    
    To the extent that the guarantee created under clause 7 is granted by a
German Guarantor (a German Guarantee) and the German Guarantee guarantees to a Lender
(the Relevant Lender) amounts which are owed by direct or indirect shareholders of
the German Guarantor or affiliated companies of such shareholders (with the exception
of affiliated companies which are also affiliated companies of the German Guarantor),
the German Guarantee to the Relevant Lender shall be subject to certain limitations
as set out in clause 8(b). In relation to any other amounts guaranteed, the German
Guarantee remains unlimited.(b)
    
    To the extent that a demand under clause 7 is made by a Relevant Lender
upon a German Guarantor in respect of amounts in relation to which the conditions
pursuant to clause 8(a) are fulfilled, the relevant German Guarantors liability
shall be limited, in respect of that demand only:
 (1)
    
    if the value of that German Guarantors Net Assets is
greater than its stated share capital at the time of the demand, to that
amount such that after payment of that amount the value of the German
Guarantors Net Assets is not less than its stated share capital
(Stammkapital); or(2)
    
    if the value of its Net Assets is lower than its stated
share capital at the time of the demand, to nil,
 GmbH-Gesetz
 (c)
    
    In this clause 8, Net Assets(Nettovermögen) means the sum of the German
Guarantors assets pursuant to Section 266 para. 2 A, B and C of the German
Commercial Code (Handelsgesetzbuch), less the sum of the German Guarantors
liabilities pursuant to Section 266, paragraphs 3 B, C (but disregarding, for the
avoidance of doubt, the obligations under clause 7 of this deed) and D of the German
Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of the date
on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby
the balance sheet shall be adjusted as set out under clause 8(d).(d)
    
    For the purposes of calculating the Net Assets, the following balance sheet
items shall be adjusted as follows:
 (1)
    
    loans provided to the German Guarantor shall be
disregarded, if and to the extent such loans have been made available,
directly or indirectly to the German Guarantor from funds made available by
the Relevant Lender;(2)
    
    the amount of any increase of the stated share capital
(Stammkapital) of the German Guarantor registered after the date of such
German
 page 43




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##### 



(LOGO)
    
    9 Payments
 Guarantor becoming a party to this deed without the prior written
consent of the Relevant Lender shall be deducted from the relevant stated
share capital;(3)
    
    loans provided to the German Guarantor by any of its
affiliated entities shall be disregarded if and to the extent such loans
are subordinated, or are considered subordinated pursuant to Section 39,
paragraph 1, number 5 German Insolvency Act (InsO); and(4)
    
    loans and other liabilities incurred in violation of
the provisions of the Transaction Documents shall be disregarded.
 (e)
    
    This clause 8 shall apply mutatis mutandis if the German Guarantee is
granted by a Guarantor incorporated in Germany as a limited liability partnership
(GmbH & Co. KG) in relation to the limited liability company as general partner
(Komplementär) of such Guarantor.
 9
    
    Payments9.1
    
    Manner of paymentAll payments by a Transaction Party under the Transaction Documents must be made:
 (a)
    
    in Same Day Funds;(b)
    
    in the Relevant Currency;(c)
    
    no later than 10.00am in the place for payment on the due date,
  9.2
    
    Payments on a Business DayIf a payment is due on a day which is not a Business Day, the due date for that payment is
the next Business Day in the same calendar month or, if none, the preceding Business Day,
and interest must be adjusted accordingly.9.3
    
    Payments in grossAll payments which a Transaction Party is required to make under any Transaction Document
must be without:
 (a)
    
    any set-off, counterclaim or condition; or(b)
    
    any deduction or withholding for any Tax or any other reason unless the
Transaction Party is required to make a deduction or withholding by applicable law.
 page 44




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##### 



(LOGO)
    
    9 Payments
 9.4
    
    Additional paymentsIf:
 (a)
    
    any Transaction Party is required to make a deduction or withholding in
respect of Tax (other than Excluded Tax) from any payment to be made to the Lender
under any Transaction Document; or(b)
    
    the Lender is required to pay any Tax (other than Excluded Tax) in respect
of any payment it receives from a Transaction Party under any Transaction Document,
  (c)
    
    indemnifies the Lender against that Tax; and(d)
    
    must pay to the Lender an additional amount which the Lender determines to
be necessary to ensure that the Lender receives when due a net amount (after payment
of any Tax in respect of each additional amount) that is equal to the full amount it
would have received if a deduction or withholding or payment of Tax had not been
made.
 9.5
    
    Taxation deduction proceduresIf clause 9.4(a) applies:
 (a)
    
    the Transaction Party must pay the amount deducted or withheld to the
appropriate Government Agency as required by law; and(b)
    
    the Transaction Party must:
 (1)
    
    use reasonable endeavours to obtain a payment receipt
from the Government Agency (and any other documentation ordinarily provided
by the Government Agency in connection with the payment); and(2)
    
    within 2 Business Days after receipt of the documents
referred to in clause 9.5(b)(1), deliver copies of them to the Lender.
 9.6
    
    Tax CreditIf a Transaction Party makes an additional payment under clause 9.4 for the benefit of the
Lender, and the Lender determines that:
 (a)
    
    a credit against, relief or remission for, or repayment of any Tax (Tax
Credit) is attributable to that additional payment; and(b)
    
    the Lender has obtained, utilised and retained that Tax Credit,
  9.7
    
    Tax affairsNothing in clause 9.6:
 page 45




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##### 



(LOGO)
    
    9 Payments
 (a)
    
    interferes with the right of the Lender to arrange its tax affairs in any
manner it thinks fit;(b)
    
    obliges the Lender to investigate the availability of, or claim, any Tax
Credit; or(c)
    
    obliges the Lender to disclose any information relating to its tax affairs
or any tax computations.
 9.8
    
    Amounts payable on demandIf any amount payable by a Transaction Party under any Transaction Document is not
expressed to be payable on a specified date, that amount is payable by the Transaction
Party on demand by the Lender.9.9
    
    Appropriation of payments
 (a)
    
    All payments made by a Transaction Party under a Transaction Document may
be appropriated as between principal, interest and other amounts as the Lender
determines or, failing any determination, in the following order:
 (1)
    
    first, towards reimbursement of all fees, costs,
expenses, charges, damages and indemnity payments due and payable by the
Transaction Parties under the Transaction Documents;(2)
    
    second, towards payment of interest due and payable
under the Transaction Documents; and(3)
    
    third, towards repayment or prepayment of the Principal
Outstanding.
 (b)
    
    Any appropriation under clauses 9.9(a) overrides any appropriation made by
a Transaction Party.
 9.10
    
    Currency exchangesIf the Lender receives an amount under a Transaction Document in a currency which is not
in the Relevant Currency, the Lender:
 (a)
    
    may convert the amount received into the Relevant Currency in accordance
with its normal procedures; and(b)
    
    is only regarded as having received the amount that it has converted into
the Relevant Currency.
 9.11
    
    Currency of account
 (a)
    
    Subject to paragraphs 9.11(b) to 9.11(e) below, Dollars are the currency of
account and payment for any sum due from a Borrower or any other Transaction Party
under any Transaction Document.(b)
    
    A repayment of financial accommodation shall be made on its due date in the
currency in which it is denominated.
 page 46




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##### 



(LOGO)
    
    10 Increased costs and illegality
 (c)
    
    Each payment of interest shall be made in the currency in which the sum in
respect of which the interest is payable was denominated when that interest accrued.(d)
    
    Each payment in respect of costs, expenses or Taxes shall be made in the
currency in which the costs, expenses or Taxes are incurred.(e)
    
    Any amount expressed to be payable in a currency other than Dollars shall
be paid in that other currency.
 9.12
    
    Change of currency
 (a)
    
    Unless otherwise prohibited by law, if more than one currency or currency
unit are at the same time recognised by the central bank of any country as the lawful
currency of that country, then:
 (1)
    
    any reference in a Transaction Document to, and any
obligations arising under a Transaction Document in, the currency of that
country shall be translated into, or paid in, the currency or currency unit
of that country designated by the Lender (after consultation with the
Borrowers); and(2)
    
    any translation from one currency or currency unit to
another shall be at the official rate of exchange recognised by the central
bank for the conversion of that currency or currency unit into the other,
rounded up or down by the Lender (acting reasonably).
 (b)
    
    If a change in any currency of a country occurs, this agreement will, to
the extent the Lender (acting reasonably and after consultation with the Borrowers)
specifies to be necessary, be amended to comply with any generally accepted
conventions and market practice in the Relevant Interbank Market and otherwise to
reflect the change in currency.
 10
    
    Increased costs and illegality10.1
    
    Increased costs
 (a)
    
    If a Lender determines that any Change in Law affecting it or any of its
holding companies (each a Holding Company) directly or indirectly:
 (1)
    
    increases the effective cost to the Lender of
performing its obligations under the Transaction Documents of that Lender
or funding or maintaining that Lenders participation in that Lenders
Facility;(2)
    
    reduces any amount received or receivable by the Lender
under the Transaction Documents of that Lender; or(3)
    
    in any other way reduces the effective return to the
Lender or any Holding Company under the Transaction Documents of that
Lender or the overall return on capital of the Lender or any Holding
Company,
 page 47




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##### 



(LOGO)
    
    10 Increased costs and illegality
 (each an Increased Cost), the Borrowers must pay to the Lender on demand
compensation for the Increased Cost to the extent attributed by the Lender or
Holding Company (using the methods it considers appropriate) to the Lenders
obligations under the Transaction Documents of that Lender or the funding or
maintenance of that Lenders Facility.(b)
    
    A Transaction Party is not obliged to pay compensation under this clause if
the relevant increased cost, reduction in the amount receivable or reduction in
return on capital is:
 (1)
    
    fully compensated for by clause 9.4; or(2)
    
    attributable to the wilful breach by the Lender
claiming the benefit of the clause of any law or a breach by the Lender of
the terms of a Transaction Document.
 (c)
    
    A claim under clause 10.1(a) in the absence of manifest error, is
sufficient evidence of the amount to which the Lender is entitled under clause
10.1(a) unless the contrary is proved.(d)
    
    If Sims receives a demand from a Lender under clause 10.1(a), the Borrowers
may, by written notice to the Lender on or before the date which is 20 Business Days
after the date of that demand, cancel the commitment of that Lender and prepay its
Outstanding Moneys in full.(e)
    
    A notice under clause 10.1(d) is irrevocable and the relevant Borrowers
must, on the date which is 40 Business Days after the date that the notice is given,
pay to that Lender the Outstanding Moneys of that Lender in full.
 10.2
    
    Illegality
 (a)
    
    If any Change in Law or other event makes it illegal for a Lender to
perform its obligations under the Transaction Documents of that Lender or fund or
maintain that Lenders Facility, that Lender may by notice to Sims:
 (1)
    
    suspend all or part of its obligations under the
Transaction Documents for the duration of the illegality; or(2)
    
    by notice to Sims, cancel all or part of its Commitment
and require the Borrowers to repay the Outstanding Moneys in part or in
full on the date which is 40 Business Days after the date on which the
Lender gives the notice or any earlier date required by, or to comply with,
the applicable law,
 provided that if the Lender determines in its absolute discretion that the
illegality can be avoided by a partial suspension or cancellation, then the
Lender may only suspend its obligations or cancel its Commitment under this
clause 10.2 to the extent it considers necessary to avoid the illegality.(b)
    
    A notice under clause 10.2(a)(2) is irrevocable and the Borrowers must, on
the repayment date determined under clause 10.2(a)(2), pay to the relevant Lender the
Outstanding Moneys of that Lender in full.(c)
    
    If this clause 10.2 applies, the relevant Lender agrees to use reasonable
endeavours for a period of 90 days to make the relevant financial accommodation
available by some alternative means including changing its Lending Office or making
the financial accommodation available through a
 page 48




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(LOGO)
    
    11 Indemnities
  11
    
    Indemnities11.1
    
    General indemnity
 (a)
    
    Each Borrower indemnifies each Lender against any Loss which that Lender
(whether acting as agent of the Borrower or of the Lender) or an Attorney pays,
suffers, incurs or is liable for, in respect of any of the following:
 (1)
    
    financial accommodation requested under a Transaction
Document not being made for any reason including any failure by a
Transaction Party to fulfil any condition precedent contained in the
Transaction Documents of that Lender, but excluding any default by that
Lender;(2)
    
    financial accommodation provided by that Lender being
repaid or discharged other than on the scheduled date for repayment or
discharge;(3)
    
    the occurrence of any Default;(4)
    
    that Lender exercising its Powers consequent upon or
arising out of the occurrence of any Default;(5)
    
    the non-exercise, attempted exercise, exercise or delay
in the exercise of any Power; and(6)
    
    any act or omission of a Transaction Party or any of
its employees or agents.
 (b)
    
    The indemnity in clause 11.1(a), includes the amount determined by the
Lender as being incurred by reason of the liquidation or re-employment of deposits or
other funds acquired or contracted for by the Lender to fund or maintain its
Facility.
 11.2
    
    Foreign currency indemnityIf, at any time:
 (a)
    
    a Lender or an Attorney receives or recovers any amount payable by a
Transaction Party including:
 (1)
    
    under any judgment or order of any Government Agency;(2)
    
    for any breach of any Transaction Document;(3)
    
    on the liquidation or bankruptcy of the Transaction
Party or any proof or claim in that liquidation or bankruptcy; or
 page 49




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##### 



(LOGO)
    
    12 Fees, Tax, costs and expenses
 (4)
    
    any other thing into which the obligations of the
Transaction Party may have become merged; and
 (b)
    
    the Payment Currency is not the Relevant Currency,
  11.3
    
    Conversion of currenciesIn making any currency conversion under clause 11.2, the Lender or Attorney may itself or
through its bankers purchase one currency with another, whether or not through an
intermediate currency, whether spot or forward, in accordance with its normal practice.11.4
    
    Continuing indemnities and evidence of loss
 (a)
    
    Each indemnity of a Transaction Party in a Transaction Document is a
continuing obligation of the Transaction Party, despite:
 (1)
    
    any settlement of account; or(2)
    
    the occurrence of any other thing,
  (b)
    
    Each indemnity of a Transaction Party in a Transaction Document is an
additional, separate and independent obligation of a Transaction Party and no one
indemnity limits the general nature of any other indemnity.(c)
    
    Each indemnity of a Transaction Party in a Transaction Document survives
the termination of any Transaction Document.(d)
    
    A certificate given by an Officer of the Lender detailing the amount of any
Loss covered by any indemnity in a Transaction Document is sufficient evidence unless
the contrary is proved. Any such certificate must provide reasonable details of the
amount claimed and where appropriate how it has been calculated.
 12
    
    Fees, Tax, costs and expenses12.1
    
    Tax
 (a)
    
    The Borrowers must pay any Tax, other than an Excluded Tax in respect of the Lender, which is payable in respect
of a Transaction Document (including in respect of the execution, delivery, performance, release, discharge,
amendment or enforcement of a Transaction Document).(b)
    
    The Borrowers must pay any fine, penalty or other cost in respect of a failure to pay any Tax
described in clause 12.1(a) except to the extent that the fine,
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    13 Assignment and substitution
  (c)
    
    Each Borrower indemnifies the Lender against any amount payable under
clause 12.1(a) or (b).
 12.2
    
    Costs and expensesThe Borrowers must pay all costs and expenses of the Lender in relation to:
 (a)
    
    the negotiation, preparation, execution, delivery, stamping, registration,
completion, variation and discharge of any Transaction Document, provided that those
costs and expenses are reasonable;(b)
    
    the enforcement, protection or waiver of any rights under any Transaction
Document;(c)
    
    the consent or approval of the Lender given under any Transaction Document,
provided that those costs and expenses are reasonable; and(d)
    
    any enquiry by a Government Agency involving a Transaction Party,
  12.3
    
    GST
 (a)
    
    If GST is or will be imposed on a supply made under or in connection with a
Transaction Document by a Lender, the Lender may, to the extent that the
consideration otherwise provided for that supply is not stated to include an amount
in respect of GST on the supply:
 (1)
    
    increase the consideration otherwise provided for that
supply under the Transaction Document by the amount of that GST; or(2)
    
    otherwise recover from the recipient of the supply the
amount of that GST.
 (b)
    
    The Lender must issue a Tax Invoice to the recipient of the supply no later
than 5 Business Days after payment to the Lender of the GST inclusive consideration
for that supply.(c)
    
    Where under a Transaction Document a Transaction Party is required to
reimburse or indemnify for an amount, that Transaction Party will pay the relevant
amount (including any sum in respect of GST) less any GST input tax credit the
relevant Lender is entitled to claim in respect of that amount.
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    13 Assignment and substitution
 13
    
    Assignment and substitution13.1
    
    Assignment by Transaction PartyA Transaction Party must not assign or novate any of its rights or obligations under a
Transaction Document of a Lender without the Lenders prior written consent.13.2
    
    Assignment by LenderThe Lender may assign or novate any of its rights and obligations under a Transaction
Document of that Lender to any person if:
 (a)
    
    any necessary prior Authorisation is obtained;(b)
    
    where the Lender is novating any of its rights and obligations under a
Transaction Document the Borrower gives its prior consent to the novation which
consent must not be unreasonably withheld and is deemed given if no response is
received within 15 days of a request for consent; and(c)
    
    the proposed assignee becomes a party to this deed as a New Lender by
executing a Lender Accession Deed in accordance with clause 14.
 13.3
    
    AssistEach party must do any thing which a Lender reasonably requests including, executing any
documents or amending any Transaction Document of that Lender (other than this deed), to
effect any transfer, assignment, novation or substitution under this clause 13.13.4
    
    Securitisation permitted
 (a)
    
    A Lender may, without having to obtain the consent of or notify a
Transaction Party, assign, transfer, sub-participate or otherwise deal with any of
its rights under a Transaction Document to a trustee of a trust, a company or any
other entity which in each case is established for the purposes of securitisation
(Securitisation Dealing) provided that the Lender remains the Lender on record.(b)
    
    Despite any Securitisation Dealing by a Lender:
 (1)
    
    the Lender must continue to perform all its obligations
under this deed; and(2)
    
    any amount paid by the Transaction Party to the Lender
will satisfy the Transaction Partys obligation to make that payment until
the Transaction Party is given notice by the Lender of the Securitisation
Dealing and directed by the Lender to pay any amount payable by the
Transaction Party under this deed to the relevant assignee, transferee or
sub-participant.
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    14 New Lenders and Additional Transaction Parties
 13.5
    
    Participation permittedThe Lender may grant a participation interest (being a right to share in the financial
benefits of this deed, without any rights against a Transaction Party) in any of the
Lenders rights and benefits under the Transaction Documents of that Lender to any other
person without having to obtain the consent of or to notify a Transaction Party.13.6
    
    Lending Office
 (a)
    
    The Lender may change its Lending Office at any time.(b)
    
    The Lender must promptly notify Sims of the change.
 13.7
    
    No increase in costsIf a Lender assigns or novates any of its rights or obligations under any Transaction
Document or changes its Lending Office, no Transaction Party is required to pay any net
increase in the aggregate amount of costs, Taxes, fees or charges which is a direct
consequence of the transfer or assignment or change of Lending Office.14
    
    New Lenders and Additional Transaction Parties14.1
    
    New LendersA bank or other financial institution which is not an Original Lender may become a Lender
for the purposes of this deed by entering into a duly completed and executed Lender
Accession Deed with Sims (on behalf of itself and each other Transaction Party).14.2
    
    Retired LendersA Lender will no longer be bound by the Transaction Documents of that Lender immediately
upon notification by the Lender to Sims that all obligations of the Transaction Parties to
the Lender have been discharged and released.14.3
    
    Additional BorrowersSims 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 each Lender a duly completed and executed Accession Deed
for the accession of that Subsidiary as an Additional Guarantor and Additional
Borrower;(c)
    
    Sims confirms that no Default is continuing or would occur as a result of
that Subsidiary becoming an Additional Guarantor and Additional Borrower; and
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    15 Representatives
 (d)
    
    each Lender has received all of the documents and other evidence listed in
Schedule 4 in relation to that Additional Borrower, each in form and substance
satisfactory to it.
 14.4
    
    Additional GuarantorsSims may request that any of its wholly owned Subsidiaries become an Additional Guarantor.
That Subsidiary shall become an Additional Guarantor if:
 (a)
    
    Sims delivers to each Lender an original counterpart of a duly completed
and executed Accession Deed; and(b)
    
    Sims confirms that no Default is continuing or would occur as a result of
that Subsidiary becoming an Additional Guarantor; and(c)
    
    each Lender has received all of the documents and other evidence listed in
Schedule 4 in relation to that Additional Guarantor, each in form and substance
satisfactory to it.
 14.5
    
    Repetition of RepresentationsDelivery of an Accession Deed to a Lender constitutes confirmation by the relevant
Subsidiary that the representations and warranties in the Transaction Documents of that
Lender 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.15
    
    Representatives15.1
    
    Lender as agent or trusteeIf a Lender or any other person acts as an agent or trustee (Facility Agent) on behalf of
any other Lenders in respect of any Transaction Document then as between the Facility
Agent and those Lenders and the Transaction Parties in relation to, but subject to the
terms of, those Transaction Documents:
 (a)
    
    any information, consent, approval, waiver, variation or notice under this
deed that is able or required to be given:
 (1)
    
    by one or more of those Lenders shall be given only by
the Facility Agent on behalf of those Lenders; and(2)
    
    to one or more of those Lenders may be given to the
Facility Agent on behalf of those Lenders (and if given to the Facility
Agent is regarded as given to each such Lender);
 (b)
    
    without limiting clause 15.1(a), any notice provided for in this deed
relating to or given consequent upon a breach or default or Event of Default under a
Transaction Document to which those Lenders are party shall only be given by the
Facility Agent on behalf of those Lenders; and(c)
    
    each Transaction Party may assume, without the necessity for enquiry, that
the Facility Agent is duly appointed and that anything done or purported to be done
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    16 Saving provisions
  15.2
    
    Transaction Parties agent
 (a)
    
    All communications under the Transaction Documents to and from the
Transaction Parties may be sent to or by Sims.(b)
    
    Each Transaction Party (other than Sims) by its execution of this deed or
an Accession Deed irrevocably appoints Sims to act on its behalf as its agent and
attorney in relation to the Transaction Documents and irrevocably authorises:
 (1)
    
    Sims on its behalf to supply all information concerning
itself contemplated by this deed to any Lender;(2)
    
    Sims on its behalf to give and receive all notices and
instructions under the Transaction Documents;(3)
    
    Sims on its behalf to agree and sign all documents
under or in connection with the Transaction Documents (including any
Accession Deed, Lender Accession Deed or amendment, supplement or variation
to any Transaction Document) without further reference to or the consent of
that Transaction Party; and(4)
    
    each Lender to give any notice, demand or other
communication to that Transaction Party pursuant to the Transaction
Documents to Sims,
  16
    
    Saving provisions16.1
    
    No merger of security
 (a)
    
    Nothing in this deed merges, extinguishes, postpones, lessens or otherwise
prejudicially affects:
 (1)
    
    any Encumbrance or indemnity in favour of the Lender;
or(2)
    
    any Power.
 (b)
    
    No other Encumbrance or Transaction Document which the Lender has the
benefit of in any way prejudicially affects any Power.
 16.2
    
    Exclusion of moratoriumTo the extent not excluded by law, a provision of any legislation which directly or
indirectly:
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    16 Saving provisions
 (a)
    
    lessens, varies or affects in favour of a Transaction Party any obligations
under a Transaction Document; or(b)
    
    stays, postpones or otherwise prevents or prejudicially affects the
exercise by the Lender of any Power,
  16.3
    
    ConflictWhere any right, power, authority, discretion or remedy conferred on the Lender or an
Attorney by any Transaction Document is inconsistent with the powers conferred by
applicable law then, to the extent not prohibited by that law, those conferred by
applicable law are regarded as negatived or varied to the extent of the inconsistency.16.4
    
    Consents
 (a)
    
    Whenever the doing of any thing by a Transaction Party is dependent on the
consent of the Lender, the Lender may withhold its consent or give it conditionally
or unconditionally in its absolute discretion, unless expressly stated otherwise in a
Transaction Document.(b)
    
    Any conditions imposed on a Transaction Party by the Lender under clause
16.4(a) must be complied with by the Transaction Party.
 16.5
    
    Principal obligationsThis deed and each Collateral Security is:
 (a)
    
    a principal obligation and is not ancillary or collateral to any other
Encumbrance (other than another Collateral Security) or other obligation; and(b)
    
    independent of, and unaffected by, any other Encumbrance or other
obligation which the Lender may hold at any time in respect of the Outstanding
Moneys.
 16.6
    
    Non-avoidanceIf any payment by a Transaction Party to the Lender is avoided for any reason including
any legal limitation, disability or incapacity of or affecting the Transaction Party or
any other thing, and whether or not:
 (a)
    
    any transaction relating to the Outstanding Moneys was illegal, void or
substantially avoided; or(b)
    
    any thing was or ought to have been within the knowledge of the Lender,
the Transaction Party:(c)
    
    as an additional, separate and independent obligation, indemnifies the
Lender against that avoided payment; and
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    16 Saving provisions
 (d)
    
    acknowledges that any liability of the Transaction Party under the
Transaction Documents and any right or remedy of the Lender under the Transaction
Documents is the same as if that payment had not been made.
 16.7
    
    Set-off authorisedIf a Transaction Party does not pay any amount when due and payable by it to the Lender
under a Transaction Document, the Lender may:
 (a)
    
    apply any credit balance in any currency in any account of the Transaction
Party with the Lender in or towards satisfaction of that amount; and(b)
    
    effect any currency conversion which may be required to make an application
under clause 16.7(a).
 16.8
    
    Lenders certificates and approvals
 (a)
    
    A certificate signed by any Officer of the Lender in relation to any
amount, calculation or payment under any Transaction Document is sufficient evidence
of that amount, calculation or payment unless the contrary is proved.(b)
    
    Where any provision of a Transaction Document requires the Lenders
approval, that approval will not be effective unless and until it is provided in
writing.
 16.9
    
    No reliance or other obligations and risk assumptionEach Transaction Party acknowledges and confirms that:
 (a)
    
    it has not entered into any Transaction Document in reliance on any
representation, warranty, promise or statement made by or on behalf of the Lender;(b)
    
    in respect of the transactions evidenced by the Transaction Documents, the
Lender has no obligations other than those expressly set out in the Transaction
Documents; and(c)
    
    in respect of interest rates or exchange rates, the Lender is not liable
for:
 (1)
    
    any movement in interest rates or exchange rates;(2)
    
    any information, advice or opinion provided by the
Lender or any person on behalf of the Lender, even if provided at the
request of a Transaction Party (it being acknowledged by each Transaction
Party that such matters are inherently speculative);(3)
    
    any information, advice or opinion provided by the
Lender or any person on behalf of the Lender, even if relied on by a
Transaction Party; or(4)
    
    any information, advice or opinion provided by the
Lender or any person on behalf of the Lender, even if provided incorrectly
or negligently.
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    17 General
 16.10
    
    Power of attorney
 (a)
    
    For consideration received, each Transaction Party irrevocably appoints the
Lender and each Officer of the Lender as the attorney of the Transaction Party to:
 (1)
    
    execute and deliver all documents; and(2)
    
    do all things,
  (b)
    
    An attorney appointed under clause 16.10(a) may appoint a substitute
attorney to perform any of its powers.(c)
    
    An Attorney appointed under clause 16.10(a) may only exercise any of its
powers under this clause 16.10 whilst an Event of Default is subsisting.
 17
    
    General17.1
    
    Confidential informationThe Lender must not disclose to any person:
 (a)
    
    any Transaction Document; or(b)
    
    any information about any Transaction Party,
  (c)
    
    in connection with a permitted assignment, novation, participation or
securitisation under clause 13, or a proposed permitted assignment, novation,
participation or securitisation under clause 13, where the disclosure is made on the
basis that the recipient of the information will comply with this clause 17.1 in the
same way that the Lender is required to do;(d)
    
    to any professional or other adviser consulted by it in relation to any of
its rights or obligations under the Transaction Documents;(e)
    
    to the Reserve Bank of Australia, the Australian Tax Office or any
Government Agency requiring disclosure of the information;(f)
    
    in connection with the enforcement of its rights under the Transaction
Documents;(g)
    
    where the information is already in the public domain, or where the
disclosure would not otherwise breach any duty of confidentiality;(h)
    
    if required by law; or(i)
    
    otherwise with the prior written consent of the relevant Transaction Party
(such consent not to be unreasonably withheld).
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    17 General
 17.2
    
    Transaction Party to bear costAny thing which must be done by a Transaction Party under any Transaction Document,
whether or not at the request of the Lender, must be done at the cost of the Transaction
Party.17.3
    
    Dispute Resolution
 (a)
    
    If an Issue or a circumstance that is reasonably likely to result in a
Issue, arises Sims and the Lender must not commence any court proceedings relating to
the Issue unless it has complied with the provisions of this clause 17.3, except to
seek urgent interlocutory relief.(b)
    
    If Sims or the Lender become aware of an Issue or a circumstance that is
reasonably likely to result in an Issue, it must promptly notify the other (Initial
Notice), and if the Issue is not resolved within ten (10) Business Days from the date
that of that Initial Notice, (excluding the date of that Initial Notice) (or such
other period as agreed to in writing between Sims and the Lender), then either Sims
or the Lender may give a written notice to the other specifying the nature and
details of the Issue (Notification).(c)
    
    If an Issue is resolved within ten (10) Business Days from the date on
which Initial Notice is provided (excluding the date on which Initial Notice is
given) (or such other period as agreed to in writing between Sims and the Lender),
Sims and the Lender must exchange written acknowledgement of such resolution prior to
the end of the ten (10) Business Day period.(d)
    
    Once a Notification of an Issue is given in accordance with clause 17.3(b),
a Dispute is taken to have arisen. If no Notification is given in accordance with
clause 17.3(b) or the Issue is resolved and written acknowledgement has been
exchanged between Sims and the Lender in accordance with clause 17.3(c), a Dispute
will not be taken to have arisen in relation to any Issue and the provisions of this
clause 17.3 will no longer apply. If the provisions of this clause 17.3 no longer
apply as a result of the failure of either Sims or the Lender to give a Notification,
the matter or thing asserted by either Sims or the Lender which gave rise to the
Issue will be disregarded.(e)
    
    If Sims and the Lender do not resolve a Dispute within ten (10) Business
Days after the Notification is given (excluding the date on which the Notification is
given) (or such other period as agreed to in writing between Sims and the Lender)
either Sims or the Lender may submit the Dispute to expert determination.(f)
    
    If the Dispute is to be referred to expert determination under clause
17.3(e):
 (1)
    
    both Sims and the Lender may nominate an independent
expert with relevant expertise in accounting, legal and commercial matters
to act as expert and submit this nomination to the other within the earlier
of twelve (12) Business Days after the Notification is given (excluding the
date on which the Notification is given), or two (2) Business Days
following a decision by Sims and the Lender to submit the Dispute to expert
determination (excluding the date on which that decision is reached) (or
such other period as agreed to in writing between Sims and the Lender);
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    17 General
 (2)
    
    if only the Lender or only Sims nominates an expert by
the time specified in, and otherwise in accordance with, clause 17.3(f)(1),
the nominated expert will be taken to have been agreed to by both Sims and
the Lender and that expert will be validly appointed;(3)
    
    if Sims and the Lender do not agree on the appointment
of an expert within three (3) Business Days after both expert nominations
have been submitted (excluding the date on which both nominations have been
submitted), the matter will be referred to the President of the Institute
of Chartered Accountants of Australia who will nominate an expert to
determine the Dispute and both Sims and the Lender will accept this
nomination;(4)
    
    where Sims is engaged in a dispute with any of its
other lenders (which have adopted a dispute resolution clause in
substantially the same form as this clause 17.3) in relation to the same
subject matter as a Dispute or Issue between Sims and the Lender, the
Lender agrees to the common appointment of an expert to resolve the
disputes simultaneously and an expert appointed in these circumstances can
only be appointed if the expert accepts a common appointment;(5)
    
    the terms of the experts retainer must provide that in
resolving the Dispute the expert will, to the extent relevant, be subject
to the then current ACDC Guidelines for Expert Determination, and will use
all reasonable endeavours to ensure that if a Dispute relates to a current
Calculation Period a decision is reached prior to the Calculation Date for
that Calculation Period;(6)
    
    the terms of the experts retainer must provide that
the expert must provide a decision as soon as reasonably practicable and in
any event no later than the five (5) Business Days from the date of
referral (excluding the date of referral) (or such other period as agreed
to in writing between Sims and the Lender);(7)
    
    the decision of the expert is final and binding on the
Lender and the Transaction Parties except in the case of manifest error;
and(8)
    
    if, for any reason:
 (A)
    
    an expert is not appointed within
five (5) Business Days of the expert appointment decision being
referred to the President of the Institute of Chartered
Accountants of Australia (excluding the date on which the matter
is referred); or(B)
    
    the appointed expert provides Sims
and the Lender with written confirmation that the expert is unable
to reach a decision in relation to the Dispute,
 the provisions of this clause 17.3 will no longer apply to the Dispute
and each of Sims and the Lender may:(C)
    
    commence court proceedings; and/or(D)
    
    pursue any other remedies that are
available to the relevant party,
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    17 General
  (g)
    
    If a Dispute or Issue first arises prior to the end of a Calculation Period
and is not resolved in accordance with this clause 17.3 by the end of that
Calculation Period, Sims and the Lender agree to use reasonable endeavours to resolve
the Dispute or Issue as soon as possible following the relevant Calculation Date and
in any event no later than 30 Business Days following Sims and the Lender first
becoming aware of the Issue or Dispute (excluding the date on which both Sims and the
Lender first become aware of the Issue or Dispute) (or such other period as agreed to
in writing between Sims and the Lender).(h)
    
    The Lender agrees that, prior to the resolution of the Dispute or Issue in
accordance with the provisions of this clause 17.3, or the termination of the dispute
resolution process as contemplated by clause 17.3(f)(8), the subject matter of any
Dispute or Issue may not be taken into account in determining whether Sims is in
breach of any of the financial undertakings contained in clause 4.17 of this deed
that require EBITDA to be calculated.(i)
    
    Sims must bear the costs of complying with this clause 17.3 and comply with
the obligations under the Transaction Documents during the dispute resolution process
contained in this clause 17.3.(j)
    
    In acting under the provisions of this clause 17.3 Sims and the Lender must
at all times use reasonable endeavours to resolve any Dispute or Issue.(k)
    
    Each Transaction Party represents and warrants for the benefit of each
Lender that each Other Facility Document that requires or contemplates adjustments to
EBITDA, contains a dispute resolution clause in substantially the same form as this
clause 17.3.
 17.4
    
    Notices
 (a)
    
    Any notice or other communication including, any request, demand, consent
or approval, to or by a party to any Transaction Document must be in legible writing
and in English addressed to the party in accordance with its details set out below in
respect of any Transaction Party and in Schedule 1 with respect to a Lender or as
specified to the sender by the party by notice.Notices to a Transaction Party:
 Address:
    
    Sir Josephs Banks Corporate ParkSuite 3, Level 232-34 Lord StreetBotany NSW 2019Fax no:
    
    +61 2 8113 1620Email address:
    
    frank.moratti@simsmm.comDepartment/officer:
    
    Frank MorattiCompany Secretary
 (b)
    
    If the sender is a company, any such notice or other communication must be
signed by an Officer of the sender.(c)
    
    Any such notice or other communication is regarded as being given by the
sender and received by the addressee:
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(FREEHILLS LOGO)
    
    17 General
 (1)
    
    if by delivery in person, when delivered to the
addressee;(2)
    
    if by post, on delivery to the addressee; or(3)
    
    if by facsimile, when received by the addressee in
legible form,
  (d)
    
    Any such notice or other communication can be relied on by the addressee
and the addressee is not liable to any other person for any consequences of that
reliance if the addressee believes it to be genuine, correct and authorised by the
sender.(e)
    
    A facsimile transmission is regarded as legible unless the addressee
telephones the sender within 2 hours after the transmission is received or regarded
as received under clause 17.4(c) and informs the sender that it is not legible.
 17.5
    
    Governing law and jurisdiction
 (a)
    
    This deed is governed by the laws of New South Wales.(b)
    
    Each Transaction Party irrevocably submits to the non-exclusive
jurisdiction of the courts of New South Wales.(c)
    
    Each Transaction Party 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 Transaction Party irrevocably waives any immunity in respect of its
obligations under this deed 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 Transaction Party (other than Sims) irrevocably appoints Sims in
relation to proceedings in New South Wales as its agent to receive service of any
legal process on its behalf without excluding any other means of service permitted by
the law of New South Wales and Sims irrevocably accepts that appointment.
 17.6
    
    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.
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(FREEHILLS LOGO)
    
    17 General
 17.7
    
    Waivers
 (a)
    
    Waiver of any right arising from a breach of this deed or of any Power
arising on default under this deed 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 deed or the
occurrence of an Event of Default; or(2)
    
    a Power created or arising on default under this deed
or on the occurrence of an Event of Default,
  (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 deed or on a default under this
deed 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.
 17.8
    
    VariationA variation of any term of this deed must be in writing and signed by the parties.17.9
    
    Cumulative rightsThe Powers are cumulative and do not exclude any other right, power, authority, discretion
or remedy of the Lender or Attorney.17.10
    
    Counterparts
 (a)
    
    This deed may be executed in any number of counterparts.(b)
    
    All counterparts, taken together, constitute one instrument.(c)
    
    A party may execute this deed by signing any counterpart.
 17.11
    
    AttorneysEach of the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.
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Table of contentsParties
    
    
    65Part 1 - Original Borrowers
    
    
    65Part 2 - Original Guarantors
    
    
    67Part 3 - Original Lender
    
    
    71Verification certificate
    
    
    72Compliance Certificate
    
    
    75Conditions Precedent
    
    
    77
 page 64




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##### 



Clause 1.2 (Definitions)
  Jurisdiction of incorporation /Name
    
    ABN/ACN/ARBN
    
    registration /organisationSims Metal Management Limited
    
    
    69 114 838 630
    
    
    AustraliaSims Group Australia Holdings
Limited
    
    
    37 008 634 526
    
    
    AustraliaSims Aluminium Pty Limited
    
    
    93 004 370 905
    
    
    AustraliaSims Group UK Limited
    
    
    3242331
    
    
    United KingdomSims Group UK Holdings Limited
    
    
    2904307
    
    
    United KingdomMirec B.V.
    
    
    17073024
    
    
    The NetherlandsSims Recycling Solutions AB
    
    
    N/A
    
    
    SwedenSims Group USA Corporation
    
    
    N/A
    
    
    DelawareSims Group Global Trade
Corporation
    
    
    N/A
    
    
    DelawareNorth Carolina Resource
Conservation LLC
    
    
    N/A
    
    
    North Carolina
 page 65




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##### 



(FREEHILLS LOGO)
    
    <Schedule 1 Parties
 Jurisdiction of incorporation /Name
    
    ABN/ACN/ARBN
    
    registration /organisationSims Group USA Holdings
Corporation
    
    
    N/A
    
    
    DelawareSchiabo Larovo Corporation
    
    
    N/A
    
    
    DelawareSimsmetal East LLC
    
    
    N/A
    
    
    DelawareSimsmetal West LLC
    
    
    N/A
    
    
    DelawareMetal Management, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Alabama, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Arizona, L.L.C.
    
    
    N/A
    
    
    ArizonaMetal Management Connecticut, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Memphis, L.L.C.
    
    
    N/A
    
    
    TennesseeMetal Management Midwest, Inc.
    
    
    N/A
    
    
    IllinoisMetal Management Mississippi, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Northeast, Inc.
    
    
    N/A
    
    
    New JerseyMetal Management Ohio, Inc.
    
    
    N/A
    
    
    OhioMetal Management West, Inc.
    
    
    N/A
    
    
    ColoradoProler Southwest LP
    
    
    N/A
    
    
    TexasMetal Dynamics Detroit LLC
    
    
    N/A
    
    
    Delaware
 page 66




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##### 



(FREEHILLS LOGO)
    
    <Schedule 1 Parties
  Jurisdiction ofName
    
    ABN/ACN/ARBN
    
    incorporation/ registrationSims Group Australia Holdings
Limited
    
    
    37 008 634 526
    
    
    AustraliaSims Metal Management Limited
    
    
    69 114 838 630
    
    
    AustraliaSimsmetal Holdings Pty Limited
    
    
    97 000 021 563
    
    
    AustraliaSimsmetal Services Pty Limited
    
    
    76 000 166 987
    
    
    AustraliaSims Manufacturing Pty Limited
    
    
    13 004 332 870
    
    
    AustraliaSims Industrial Pty Limited
    
    
    95 000 090 479
    
    
    AustraliaSims Energy Pty Limited
    
    
    42 009 667 752
    
    
    AustraliaSims Aluminium Pty Limited
    
    
    93 004 370 905
    
    
    AustraliaSims Group UK Limited
    
    
    3242331
    
    
    United KingdomSims Group UK Holdings Limited
    
    
    2904307
    
    
    United KingdomMirec B.V.
    
    
    17073024
    
    
    The NetherlandsSims Recycling Solutions AB
    
    
    N/A
    
    
    SwedenSimsmetal Industries Limited
    
    
    N/A
    
    
    New ZealandSims M+R GmbH
    
    
    N/A
    
    
    GermanySims Group German Holdings GmbH
    
    
    N/A
    
    
    GermanySims Metal Management Asia
Limited (previously known as Sims 
Asia Holdings Limited)
    
    
    N/A
    
    
    Hong Kong
 page 67




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##### 



(FREEHILLS LOGO)
    
    <Schedule 1 Parties
 Jurisdiction ofName
    
    ABN/ACN/ARBN
    
    incorporation/ registrationSims Group Recycling Solutions
Canada Ltd
    
    
    N/A
    
    
    CanadaSims Group Canada Holdings Limited
    
    
    N/A
    
    
    CanadaSims Group USA Corporation
    
    
    N/A
    
    
    DelawareSims Group Global Trade
Corporation
    
    
    N/A
    
    
    DelawareNorth Carolina Resource
Conservation, LLC
    
    
    N/A
    
    
    North CarolinaSims Group USA Holdings
Corporation
    
    
    N/A
    
    
    DelawareSHN Co., LLC
    
    
    N/A
    
    
    DelawareHNE Recycling LLC
    
    
    N/A
    
    
    DelawareHNW Recycling LLC
    
    
    N/A
    
    
    DelawareSchiabo Larovo Corporation
    
    
    N/A
    
    
    DelawareSimsmetal East LLC
    
    
    N/A
    
    
    DelawareSimsmetal West LLC
    
    
    N/A
    
    
    DelawareSims Recycling Solutions Holdings
Inc. 
(formerly Sims Recycling
Solutions, Inc.)
    
    
    N/A
    
    
    IllinoisSims Recycling Solutions, Inc.
(formerly United Refining &
Smelting Co.)
    
    
    N/A
    
    
    Illinois
 page 68




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##### 



(FREEHILLS LOGO)
    
    <Schedule 1 Parties
 Jurisdiction ofName
    
    ABN/ACN/ARBN
    
    incorporation/ registrationMetal Management, Inc.
    
    
    N/A
    
    
    DelawareCIM Trucking, Inc.
    
    
    N/A
    
    
    IllinoisMetal Management Alabama, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Arizona, L.L.C.
    
    
    N/A
    
    
    ArizonaMetal Management Connecticut, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Indiana, Inc.
    
    
    N/A
    
    
    IllinoisMetal Management Memphis, L.L.C.
    
    
    N/A
    
    
    TennesseeMetal Management Midwest, Inc.
    
    
    N/A
    
    
    IllinoisMetal Management Mississippi, Inc.
    
    
    N/A
    
    
    DelawareMetal Management New Haven, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Northeast, Inc.
    
    
    N/A
    
    
    New JerseyMetal Management Ohio, Inc.
    
    
    N/A
    
    
    OhioMetal Management Pittsburgh, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Proler
Southwest, Inc.
    
    
    N/A
    
    
    DelawareSMM  North America Trade
Corporation
    
    
    N/A
    
    
    DelawareMetal Management West Coast
Holdings, Inc.
    
    
    N/A
    
    
    DelawareMetal Management West, Inc.
    
    
    N/A
    
    
    Colorado
 page 69




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##### 



(FREEHILLS LOGO)
    
    <Schedule 1 Parties
 Jurisdiction ofName
    
    ABN/ACN/ARBN
    
    incorporation/ registrationMM Metal Dynamics Holdings, Inc.
    
    
    N/A
    
    
    DelawareNaporano Iron & Metal, Inc.
    
    
    N/A
    
    
    DelawareNew York Recycling Ventures, Inc.
    
    
    N/A
    
    
    DelawareProler Southwest GP, Inc.
    
    
    N/A
    
    
    DelawareProler Southwest LP
    
    
    N/A
    
    
    TexasReserve Iron & Metal Limited
Partnership
    
    
    N/A
    
    
    DelawareMetal Dynamics LLC
    
    
    N/A
    
    
    DelawareMetal Dynamics Detroit LLC
    
    
    N/A
    
    
    DelawareMetal Dynamics Indianapolis LLC
    
    
    N/A
    
    
    DelawareSims Municipal Recycling of New
York LLC
    
    
    N/A
    
    
    Delaware
 page 70




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(FREEHILLS LOGO)
    
    <Schedule 1 Parties
  Name
    
    ABN/ACN/ARBN
    
    Address and service detailsCommonwealth Bank of
Australia
    
    ABN 48 123 123 124
    
    Address:201 Sussex Street,
Darling Park Tower 1,
Sydney, New South Wales
2000, AustraliaAttention:Senior Vice
President, Institutional
Banking & Markets.Facsimile:61 2 9118 4003
 page 71




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Verification certificateSchedule 4[To be signed by a director of the relevant company, or in the case of a corporation or
entity incorporated or organised under the laws of a state of the United States of
America, by a secretary or assistant secretary of that entity.]To:           [                ] (Lender)Verification CertificateWe refer to the Common Terms Deed dated 2 November 2009 (Common Terms Deed) between Sims
Metal Management Limited (as Sims), each party listed in Part 1 of Schedule 1 of that deed
as Original Borrowers, each party listed in Part 2 of Schedule 1 of that deed as Original
Guarantors and the person listed in Part 3 of Schedule 1 of that deed as Original Lender.Capitalised terms in this certificate have the meaning given in the Common Terms Deed
unless otherwise defined herein.I am a director of [insert company name] (the Company).I hereby certify that:1
    
    AttachmentsAttached are true, complete and up-to-date copies (or, where specified below, originals)
of the following and there have been no amendments or variations since the date of the
copy or original:(a)
    
    power of attorney: A power of attorney under which the Company executed the Transaction
Documents of the Lender to which it is or will be a party, and, if required by the Lender,
evidence of its stamping and registration.(b)
    
    extract of board minutes: Extracts of minutes of meeting of directors of the Company which
evidences the resolutions:
 (1)
    
    authorising the execution and delivery of and observance of obligations
under the Transaction Documents of the Lender to which it is or will be a party;(2)
    
    authorising the appointment of Authorised Officers of the Company; and(3)
    
    explaining why the directors believe it is in the best interests of the
Company [this sentence to be inserted in relation to all foreign companies]
 together with any other document which evidences any other necessary corporate or other
action of the Company in connection with the Transaction Documents of the Lender to which
it is or will be a party;
 page 72




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(Freehills)
    
    <Schedule 2 Verification certificate
 (c)
    
    extract of Shareholder Minutes: [Extracts of minutes of a meeting of all members of the
Company which evidences the unanimous resolutions of those shareholders authorising execution
and delivery of and observance of obligations under the Transaction Documents of the Lender to
which it is a party;] [to be inserted where shareholder resolutions are required to authorise
the Companys execution and performance of the Transaction Documents](d)
    
    certificate of incorporation and constituent documents: This Verification Certificate
attaches a copy of the certificate of incorporation and constituent documents for the Company
[or an original certificate signed by a director of the Company confirming that there are no
constituent documents], including, in the case of each Guarantor other than Sims which is
incorporated in Australia evidence that the constitution incorporates a provision which
expressly authorises the directors of each such corporation to act in the best interests of
its holding company;(e)
    
    legal opinion: An opinion in favour of the Lender by lawyers acceptable to the Lender in the
jurisdiction of incorporation or organisation of the Company, in respect of the Company and
due execution of, and enforceability against, the Company of the Transaction Documents of the
Lender to which it is a party;(f)
    
    Authorisations: All Authorisations (if any) necessary for the Company to execute and observe
obligations under and enforce the Transaction Documents of the Lender;(g)
    
    specimen signatures: Specimen signatures of each Authorised Officer of the Company; and(h)
    
    [certificate of good standing: A certificate from the Secretary of State of the State of
incorporation or organisation of any United States of America incorporated or organised
Company, certifying the Companys good standing in that State.][In the case of each
Transaction Party incorporated or organised in a State of the United States]2
    
    Confirmations, representations and warrantiesI confirm:(a)
    
    that borrowing or guaranteeing or securing, as appropriate, the commitments under all
Transaction Documents of the Lender, would not cause any borrowing, guarantee, security or
similar limit binding on the Company to be exceeded;(b)
    
    that the Company is solvent and able to pay its debts as and when they fall due [delete in
the case of a Company incorporated or organised under the laws of a state of the United States
of America];(c)
    
    that the representations and warranties set out in clause 3 (Representations and Warranties)
of the Common Terms Deed are true and correct;(d)
    
    the Company is not prevented by Chapter 2E or any other provision of the Corporations Act (or
similar laws under the laws of any other jurisdiction which may be applicable to it) from
entering into and performing any of the Transaction Documents of the Lender to which it is a
party or the giving of effect to the transactions contemplated by them;(e)
    
    that Chapter 2J.3 of the Corporations Act (or similar laws under the laws of any other
jurisdiction which may be applicable to it) has not been and will not be breached by the
 page 73




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(Freehills)
    
    <Schedule 2 Verification certificate
 Company entering into the Transaction Documents of the Lender to which it is a party or
the giving of effect to the transactions contemplated by them; and
 (f)
    
    that the entry by the Company into the Transaction Documents of the Lender to which it is a
party and the giving of effect to the transactions contemplated by them is in its best
interests and for the purposes of its business.
 datesign here4Authorised Officerprint name
 page 74




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Compliance CertificateClause 4.1(c)To:          [                     ] (Lender)Compliance CertificateWe refer to the Common Terms Deed dated 2 November 2009 (Common Terms Deed) between Sims
Metal Management Limited (as Sims), each party listed in Part 1 of Schedule 1 of that deed
as Original Borrowers, each party listed in Part 2 of Schedule 1 of that deed as Original
Guarantors and the person listed in Part 3 of Schedule 1 of that deed as Original Lender.Capitalised terms in this certificate have the meaning given in the Common Terms Deed
unless otherwise defined herein.For the Calculation Period ended on [Insert Calculation Date](Calculation Date):(a)
    
    the ratio of Financial Indebtedness to EBITDA for the Calculation Period ending on that
Calculation Date is not greater than 3.0:1;(b)
    
    the ratio of EBITDA to Net Interest Expense for the Calculation Period ending on that
Calculation Date is not less than 3.5:1,(c)
    
    Tangible Net Worth on that Calculation Date is at least 85% of the Tangible Net Worth
calculated for the last Calculation Date of the preceding financial year.as is evidenced by the attached supporting calculations.The Guarantors (excluding any German Guarantors):(a)
    
    at all times owned, in aggregate, at least 80% of the Total Tangible Assets of the Sims
Group; and(b)
    
    generate at least 80% of the EBITDA for the Calculation Period ending on the Calculation
Date,as is evidenced by the attached supporting calculations except [insert details of any
circumstances relevant to clause 4.18(b)including the dates by which subsidiaries will
become additional guarantors as required].Each Subsidiary that owned at least 5% of Total Tangible Assets at any time in the
Calculation Period or generated at least 5% of EBITDA for the Calculation Period ending on
the Calculation Date, is a Guarantor (except [insert details of any circumstances relevant
to clause 4.18(b)including the dates by which subsidiaries will become additional
guarantors as required]), as is evidenced by the attached supporting calculations.
 page 75




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(Freehills)
    
    <Schedule 3 Compliance certificate
 Since the date of the last Compliance Certificate no condition or event that constitutes a
Default or Review Event has occurred or is subsisting, except [insert details].The representations and warranties in the Common Terms Deed are true and correct as though
they have been made at the date of this certificate in respect of the facts and
circumstances then subsisting, except [insert details].For and on behalf ofSims Metal Management LimitedABN 69 114 838 630
 datesign here4Directorprint namesign here4Director / Secretaryprint name
 page 76




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Conditions PrecedentClause 14(a)
    
    An Accession Deed duly executed by the Additional Guarantor or Additional Borrower (as the
case may be);(b)
    
    A Verification certificate in the form of Schedule 2 (or in the case of an Additional
Guarantor or Additional Guarantor incorporated outside Australia, such other form as the
Lender may require) in respect of the Additional Guarantor or Additional Borrower (as the case
may be) together with each attachment referred to in it;(c)
    
    Duly executed forms, notices and other documents which are required in order to register or
file with the appropriate Government Agency any document referred to in this Schedule 4; and(d)
    
    Such evidence and information, including legal opinions, in relation to the execution of the
documents referred to in this Schedule 4 as the Lender reasonably requires.
 page 77




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Executed as a deedBorrowerSigned sealed and delivered bySims Metal Management Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered bySims Group Australia Holdings Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint name
 page 78




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(FREEHILLS LOGO)
    
    Signing page


BorrowerSigned sealed and delivered bySims Aluminium Pty Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered bySims Group UK Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint name


page 79



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(FREEHILLS LOGO)
    
    Signing page


BorrowerSigned sealed and delivered bySims Group UK Holdings Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered byMirec B.V.bysign here4Company Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint name


page 80



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(FREEHILLS LOGO)
    
    Signing page


BorrowerSigned sealed and delivered bySims Recycling Solutions ABbysign here4Company Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint name


page 81



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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSims Group USA Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forSims Group Global Trade Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 82




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forNorth Carolina Resource Conservation, LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forSims Group USA Holdings Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 83




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSchiabo Larovo Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forSimsmetal East LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 84




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSimsmetal West LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forMetal Management, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 85




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Alabama, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forMetal Management Arizona, L.L.C.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 86




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Connecticut, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forMetal Management Memphis, L.L.C.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 87




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Midwest, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forMetal Management Mississippi, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 88




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Northeast, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forMetal Management Ohio, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 89




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management West, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 BorrowerSigned sealed and delivered forProler Southwest LPby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 90




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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Dynamics Detroit LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 GuarantorSigned sealed and delivered bySims Group Australia Holdings Limitedbysign here4Company Secretary/Directorprint namesign here4
    
    Directorprint name
 page 91




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySims Metal Management Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint nameGuarantorSigned sealed and delivered bySims Aluminium Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySimsmetal Holdings Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint nameGuarantorSigned sealed and delivered bySimsmetal Services Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySims Manufacturing Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint nameGuarantorSigned sealed and delivered bySims Industrial Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySims Energy Pty Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint nameGuarantorSigned sealed and delivered bySims Group UK Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySims Group UK Holdings Limited
bysign here4Company Secretary/Directorprint namesign here4Directorprint name
 GuarantorSigned sealed and delivered byMirec B.V.
bysign here4
    
    Company
Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint name




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##### 



(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered bySims Recycling Solutions AB
bysign here4Company Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSimsmetal Industries Limited
by its officer
 sign here4Director
    
    Directorprint namein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSims M+R GmbH
by its officersign here4Officer
    
    OfficerBy 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
    
    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 deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSims Group German Holdings GmbH
by its officersign here4Officer
    
    OfficerBy 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
    
    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 deedprint namein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorTHE COMMON SEAL of
    
    
    )SIMS METAL MANAGEMENT ASIA LIMITED
    
    
    )(PREVIOUSLY KNOWN AS
    
    
    )SIMS ASIA HOLDINGS LIMITED)
    
    
    )was affixed to this Deed
    
    
    )in the presence of:sign here4
    
    Officerprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSims Group Recycling Solutions Canada Ltd
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint nameprint titlein the presence ofsign here4
    
    Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSims Group Canada Holdings Limited
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint nameprint titlein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSims Group USA Corporation
by its officersign here4
    
    OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSims Group Global Trade Corporation
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forNorth Carolina Resource Conservation, LLC
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSims Group USA Holdings Corporation
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSHN Co., LLC
by its officersign here4
    
    OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forHNE Recycling LLC
by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forHNW Recycling LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSchiabo Larovo Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 104




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSimsmetal East LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSimsmetal West LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 105




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSims Recycling Solutions Holdings Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forSims Recycling Solutions, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 106




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forCIM Trucking, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 107




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Alabama, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management Arizona, L.L.C.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 108




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Connecticut, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management Indiana, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 109




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Memphis, L.L.C.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management Midwest, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 110




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Mississippi, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management New Haven, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 111




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Northeast, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management Ohio, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 112




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management Pittsburgh, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management Proler Southwest, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 113




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSMM  North America Trade Corporationby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Management West Coast Holdings, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 114




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Management West, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMM Metal Dynamics Holdings, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 115




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forNaporano Iron & Metal, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forNew York Recycling Ventures, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 116




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forProler Southwest GP, Inc.by its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forProler Southwest LPby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 117




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forReserve Iron & Metal Limited Partnershipby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Dynamics LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 118




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forMetal Dynamics Detroit LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameGuarantorSigned sealed and delivered forMetal Dynamics Indianapolis LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 page 119




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(FREEHILLS LOGO)
    
    Signing page
 GuarantorSigned sealed and delivered forSims Municipal Recycling of New York LLCby its officersign here4OfficerBy executing this deed the signatory states that the signatory
has received no notice of revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameLenderSigned sealed and delivered forCommonwealth Bank of Australiaby its attorneysign here4Attorneyprint namein the presence ofsign here4Witnessprint name
 page 120




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Accession Deed  Additional Guarantors and Additional Borrowers
 Accession Deed  New Lenders
 Page 1




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Clauses 1.2 (Definitions) and 14 (New Lenders and Additional Transaction Parties)
 4
  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 2019Additional Guarantor
    
    [          ][insert ACN/ABN/ARBN]of [          ]Background
    

1   
Under the Common Terms Deed dated 2 November 2009
(Common Terms Deed) between Sims Metal Management
Limited, each party listed in Part 1 of Schedule 1 of
that deed (as Original Borrowers), each party listed
in Part 2 of Schedule 1 of that deed (as Original
Guarantors) and the person listed in Part 3 of
Schedule 1 of that deed (as Original Lender) a person
may become a Guarantor[ and Borrower] by execution of
this deed poll.2    The Additional Guarantor wishes to become a
Guarantor[ and Borrower] on the terms and conditions
set out in this deed poll.
  3
    
    Interpretation
 (a)
    
    Words and phrases defined in the Common Terms Deed have the same meaning when used in this
deed poll.
 page 1




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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Guarantors and Additional Borrowers
 (b)
    
    In this deed poll, Existing Guarantorhas the meaning set out below.
 Term
    
    MeaningExisting Guarantor
    
    each person which is a Guarantor under the Common Terms
Deed at the time of execution of this deed poll.
 4
    
    Guarantee
 In consideration of, among other things:(a)
    
    forbearance by the Lender to require repayment of the Outstanding Moneys in full; and(b)
    
    the payment to the Additional Guarantor of $10 (receipt of which is acknowledged),the Additional Guarantor jointly and severally with each Existing Guarantor irrevocably
and unconditionally guarantees to the Lender the payment of the Outstanding Moneys on the
terms contained in the Common Terms Deed (including clause 7 of the Common Terms Deed).5
    
    Representations and warrantiesThe Additional Guarantor represents and warrants to, and for the benefit of each Lender,
as set out in clause 3.1 of the Common Terms Deed, on the basis that:(a)
    
    each reference to a Transaction Party in clause 3.1 of the Common Terms Deed includes a
reference to the Additional Guarantor;(b)
    
    each reference to a Transaction Document includes this deed and each other Transaction
Document to which the Additional Guarantor is a party; and(c)
    
    clauses 3.2 and 3.3 of the Common Terms Deed apply to this clause 5 as if set out in full.6
    
    Status of Additional GuarantorThe Additional Guarantor agrees that it irrevocably becomes an Additional Guarantor[ and
Additional Borrower] as defined in, and for all purposes under, the Common Terms Deed as
if named in and as a party to the Common Terms Deed, and accordingly is bound by the
Common Terms Deed as an Additional Guarantor[ and Additional Borrower].
 page 2




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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Guarantors and Additional Borrowers
 7
    
    Receipt of documentsThe Additional Guarantor 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.8
    
    Confirmation by existing Transaction PartiesSims (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;(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.9
    
    Governing lawThis deed poll is governed by the laws of New South Wales.10
    
    Benefit of deed poll(a)
    
    This deed poll is given in favour of and for the benefit of:
 (1)
    
    each Lender; and(2)
    
    each Transaction Party,
 under the Common Terms Deed and their respective successors and permitted assigns(b)
    
    Each Lender has the benefit of this deed poll and can enforce it even if not in existence at
the time this deed poll is executed.(c)
    
    Each Lender may enforce its rights under this deed poll independently from each other Lender.
 11
    
    Address for noticesThe details for the Additional Guarantor for service of notices are:Address:     [     ].Attention:     [     ].
 page 3




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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Guarantors and Additional Borrowers
 Facsimile:     [     ].12
    
    AttorneysEach 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.Executed as a deed pollAdditional GuarantorSigned sealed and delivered for[     ]by its attorney
 sign here4Attorneyprint namein the presence ofsign here4Witnessprint name
 page 4




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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Guarantors and Additional Borrowers
 SimsSigned sealed and delivered for
Sims Metal Management Limited
for itself and as attorney for each
other Transaction Partysign here4Directorprint namesign here4Director/Secretaryprint name
 page 5




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Accession Deed  New LendersClauses 1.2 (Definitions) and 14 (New Lenders and Additional Transaction Parties)Date ►
 This deed is made bySims
    
    Sims Metal Management LimitedACN 114 838 630 of Sir Joseph Banks Corporate Park, Suite 3, Level 2 32-34 Lord Street Botany NSW 2019
 New Lender
    
    [          ][insert ACN/ABN/ARBN]of [          ]
 Background
    
    
    1
    
    
    Under the Common Terms Deed dated 2
November 2009 (Common Terms Deed) between Sims Metal Management Limited
(Sims), each party listed in Part 1 of Schedule 1 of that deed (as Original Borrowers), each party
listed in Part 2 of Schedule 1 of that deed (as Original Guarantors) and the person listed in Part 3
of Schedule 1 of that deed (as Original Lender) a person may become a Lender by execution of this
deed.2
    
    
    The New Lender wishes to become a Lender on the terms and conditions set out in this deed poll.
 This deed witnesses as follows:
 1
    
    InterpretationWords and phrases defined in the Common Terms Deed have the same meaning when used in this
deed.
 page 1




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(FREEHILLS LOGO)
    
    <Attachment 2 Accession Deed  New Lenders
 2
    
    New LenderThe New Lender agrees that it irrevocably becomes a New Lender as defined in, and for
all purposes under, the Common Terms Deed as if named in and as a party to theCommon Terms Deed, and accordingly is bound by the Common Terms Deed as a New Lender.[The Facility Agent (as defined in clause 15.1 of the Common Terms Deed) for the New Lender is [Insert details].]3
    
    Facility Agreement and Transaction DocumentsFor the purposes of the Common Terms Deed:(a)
    
    the Facility Agreement of the New Lender is:[Insert details](b)
    
    The Transaction Documents of the New Lender are:
 (1)
    
    each Transaction Document as defined in the Common Terms Deed to which the
New Lender is a party; and(2)
    
    [Insert details].
 4
    
    Confirmation by existing Transaction PartiesSims (for itself and as attorney for each other Transaction Party) confirms that nothing
in this deed:(a)
    
    affects the validity or enforceability of the Transaction Documents;(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.5
    
    Governing lawThis deed poll is governed by the laws of New South Wales.6
    
    Benefit of deed poll(a)
    
    This deed poll is given in favour of and for the benefit of:
 page 2




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(FREEHILLS LOGO)
    
    <Attachment 2 Accession Deed  New Lenders
 (1)
    
    each Lender; and(2)
    
    each Transaction Party,
 under the Common Terms Deed and their respective successors and permitted assigns
 (b)
    
    Each Lender has the benefit of this deed poll and can enforce it even if not in existence at
the time this deed poll is executed.(c)
    
    Each Lender may enforce its rights under this deed poll independently from each other Lender.
 7
    
    Address for noticesThe details for the New Lender for service of notices are:Address:[          ].Attention:[          ].Facsimile:[          ].
 8
    
    AttorneysEach 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.
 page 3




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(FREEHILLS LOGO)
    
    <Attachment 2 Accession Deed  New Lenders
 Executed as a deed pollNew LenderSigned sealed and delivered for[          ]by its attorney
 sign here4
    
    Attorneyprint name
    
    in the presence ofsign here 4
    
    Witnessprint name
 SimsSigned sealed and delivered forSims Metal Management Limitedfor itself and as attorney for eachother Transaction Party
 sign here 4
    
    Directorprint namesign here 4
    
    Director/Company
Secretaryprint name
 page 4