Exhibit 4.13
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
 Amended and Restated Multi Option Facility AgreementThe companies specified in parts 1 and 2 of Annexure AThe Banks and Financial Institutions specified in Annexure B
 Reference
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Contents
 1. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Interpretation
    
    
    201.3 Joint and several liability
    
    
    221.4 Financiers several obligations
    
    
    221.5 Current Accounting Practice
    
    
    222. THE FACILITIES
    
    
    232.1 Cash Advance Facility
    
    
    232.2 Trade Finance Facility
    
    
    232.3 Hedging Facility
    
    
    242.4 Purpose
    
    
    242.5 Cancellation of Undrawn Commitment
    
    
    243. CONDITIONS PRECEDENT
    
    
    253.1 Conditions precedent to initial funding
    
    
    253.2 Benefit of conditions precedent
    
    
    254. FUNDING
    
    
    264.1 Funding Notice
    
    
    264.2 Limitations on Funding Notices
    
    
    275. TERMINATION AND REPAYMENT
    
    
    275.1 Termination
    
    
    275.2 Repayment
    
    
    276. COMMITMENT EXCEEDED
    
    
    286.1 Excess of limit
    
    
    286.2 Cash cover
    
    
    287. PAYMENTS
    
    
    297.1 Payments by an Obligor
    
    
    297.2 Currency of payment
    
    
    297.3 Change of currency
    
    
    297.4 Business Days
    
    
    307.5 Payable on demand
    
    
    307.6 Payments in gross
    
    
    307.7 Deductions and withholdings
    
    
    307.8 Allocation of receipts
    
    
    308. UNLAWFULNESS OR INCREASED COSTS
    
    
    308.1 Unlawfulness
    
    
    308.2 Increased costs
    
    
    31
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9. MARKET DISTURBANCE AND REVIEW OF FACILITIES
    
    
    339.1 Disturbance Notice
    
    
    339.2 Market Disturbance Premium
    
    
    339.3 Alternative Arrangements
    
    
    349.4 Alternative Basis
    
    
    349.5 Review of Facilities
    
    
    3410. COMMITMENT FEE, EXPENSES, COSTS AND TAXES
    
    
    3510.1 Expenses
    
    
    3510.2 Costs
    
    
    3610.3 Taxes
    
    
    3610.4 GST
    
    
    3610.5 Commitment Fee
    
    
    3611. REPRESENTATIONS AND WARRANTIES
    
    
    3711.1 General Representations and warranties by each Obligor
    
    
    3711.2 Continuing representations and warranties
    
    
    4111.3 Acknowledgment of reliance
    
    
    4111.4 Additional representations and warranties
    
    
    4112. UNDERTAKINGS
    
    
    4112.1 Undertakings
    
    
    4112.2 Negative pledge and restriction on disposal of Assets
    
    
    4712.3 Financial covenants
    
    
    4813. EVENTS OF DEFAULT
    
    
    4913.1 Events of Default
    
    
    4913.2 Consequences of default
    
    
    5313.3 Cash Cover
    
    
    5313.4 Technical Event of Default
    
    
    5413.5 Money received after Event of Default
    
    
    5414. REVIEW EVENT
    
    
    5414.1 Listing
    
    
    5415. INTEREST ON OVERDUE AMOUNTS
    
    
    5515.1 Default interest
    
    
    5515.2 Additional interest
    
    
    5516. INDEMNITIES
    
    
    5516.1 General indemnity
    
    
    5516.2 Currency indemnity
    
    
    5616.3 Survival of indemnities
    
    
    5617. ASSIGNMENT
    
    
    5717.1 Assignment by Borrowers
    
    
    5717.2 Assignment by Financiers
    
    
    5717.3 Disclosure
    
    
    5718. SET-OFF
    
    
    5718.1 Set-off
    
    
    5718.2 Currency conversion
    
    
    5718.3 Additional right
    
    
    58
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19. PRESERVATION OF RIGHTS
    
    
    5819.1 No merger
    
    
    5819.2 Moratorium legislation
    
    
    5819.3 Waiver and exercise of rights
    
    
    5819.4 Rights cumulative
    
    
    5919.5 Further assurances
    
    
    5919.6 Time of the essence
    
    
    5920. NOTICES
    
    
    5920.1 Requirements
    
    
    5920.2 Receipt
    
    
    6121. GENERAL PROVISIONS
    
    
    6121.1 Invalid or unenforceable provisions
    
    
    6121.2 Financiers certificate
    
    
    6221.3 Certifications
    
    
    6221.4 Amendment
    
    
    6221.5 Counterparts
    
    
    6221.6 Successors and assigns
    
    
    6222. CROSS GUARANTEE
    
    
    6222.1 Consideration
    
    
    6222.2 Guarantee
    
    
    6222.3 Financiers right to demand
    
    
    6222.4 Indemnity
    
    
    6222.5 Separate and principal obligation
    
    
    6322.6 Continuing obligations
    
    
    6322.7 Obligations of Guarantors unaffected
    
    
    6322.8 Recourse to Guarantors
    
    
    6522.9 Dealings with this Agreement
    
    
    6622.10 No marshalling
    
    
    6622.11 Exercise of the Financiers rights
    
    
    6622.12 Waiver of rights by Guarantors
    
    
    6622.13 No rights against Financiers
    
    
    6622.14 Rights against Borrowers
    
    
    6622.15 No rights in winding up of Borrowers
    
    
    6622.16 Prove in winding up
    
    
    6722.17 Reinstatement of beneficiarys rights
    
    
    6722.18 Cross-Guarantee
    
    
    6822.19 German Guarantors
    
    
    6823. NEW BORROWER
    
    
    6824. PROCUREMENT AND RETIREMENT OF GUARANTORS
    
    
    6924.1 Procurement of Guarantors
    
    
    6924.2 New Related Party
    
    
    7025. DISPUTE RESOLUTION
    
    
    70
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26. GOVERNING LAW AND JURISDICTION
    
    
    7326.1 Governing law
    
    
    7326.2 Jurisdiction
    
    
    7326.3 Service of process
    
    
    7326.4 Agent for service of process
    
    
    7326.5 Execution by attorneys
    
    
    73Schedule1 CASH ADVANCE FACILITY
    
    
    742 AUSTRALIAN TRADE FACILITIES AND HK TRADE FACILITY
    
    
    783 US TRADE FACILITY
    
    
    854 BANK GUARANTEE AND STANDBY LETTER OF CREDIT FACILITY
    
    
    895 HEDGING FACILITY
    
    
    94AnnexureA GROUP COMPANIESB FINANCIERSC CAF FINANCIERSD FUNDING NOTICEE CONDITION PRECEDENT CERTIFICATEF ACCESSION DEEDG PRO FORMA FEE LETTER
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Amended and Restated Multi Option Facility Agreement
 DATE 3 December 2003 (as amended and restated on 6 December 2005, 26 June 2008, on or about 30
October 2009, 12 May 2010 and on or about 7 October 2010)
 PARTIES
 The companies specified in parts 1 and 2 of Annexure A
 The Banks and Financial Institutions specified in Annexure B
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsAccession Deedmeans an agreement substantially in the form of Annexure F under which a
Subsidiary of the Parent or other company becomes a Borrower under this Agreement and each
other agreement which a Financier and an Obligor agree in writing to be an Accession Deed
for the purposes of this Agreement;ACDCmeans Australian Commercial Disputes Centre Limited;ACDC Guidelines for Expert Determinationmeans 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;Advancehas the meaning given to it in Schedule 1;Affiliate Financiersmeans, in relation to a Financier, each Related Company of the
Financier, and Affiliate Financiermeans any one of them;Amount Owingmeans all financial accommodation provided by a Financier to a Borrower under
the Transaction Documents and all money, obligations and liabilities of any kind that are
now or may in the future become due, owing or payable, whether actually, contingently or
prospectively, by an Obligor to or for the account of a Financier under or in relation to a
Transaction Document including on account of principal, interest, fees, expenses, indemnity
payments, losses or damages and irrespective of:
 (a)
    
    the capacity of the Obligor or the Financier (whether as principal, agent,
trustee, beneficiary, partner or otherwise);(b)
    
    whether the Obligor is liable as principal debtor or as surety;(c)
    
    whether the Obligor is liable alone, jointly or jointly and severally with
another person;(d)
    
    whether or not the money, obligation or liability is owed to the Financier,
or to its account, as a result of an assignment, transfer or other dealing with or
without the Obligors consent; or
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(e)
    
    whether the money, obligation or liability is owed or secured before or after
the date of this Agreement or any assignment of this Agreement or any other
Transaction Document;
 Approved Currencymeans AUD or any Approved Foreign Currency;Approved Foreign Currencymeans USD, GBP, HKD, Euro and any other foreign currency which is
approved by the relevant Financier for a Facility made available by it under this
Agreement;Approved Purposemeans:
 (a)
    
    for a Cash Advance Facility, to assist with the Borrowers debt funding;
 (b)
    
    for a Trade Finance Facility, to assist with each Trade Borrowers import and
export related trade finance requirements; and
 (c)
    
    for a Hedging Facility, any purpose approved in writing from time to time by
the Financier that provides that Hedging Facility;
 Assetsmeans, in relation to a Group Company or the Group taken as a whole (as the case may
be), all or any of its assets, undertakings or revenues both present and future, including
without limitation, its uncalled capital and called but unpaid capital;ASX Limitedmeans ASX Limited (ABN 98 008 624 691);AUDand $mean the lawful currency for the time being of Australia;Auditormeans the auditor or auditors for the time being of the Group;Australian Borrowersmeans:
 (a)
    
    the Parent;
 (b)
    
    Sims Group Australia Holdings Limited (ABN 37 008 634 526); and
 (c)
    
    any New Borrower designated as such in an Accession Deed,
 Australian Borrower
 Australian Trade Borrowers
 (a)
    
    the Parent;
 (b)
    
    Sims Group Australia Holdings Limited (ABN 37 008 634 526); and
 (c)
    
    any New Borrower designated as such in an Accession Deed,
 Australian Trade Borrower
 Australian Trade Facility
 Authorisation
 (a)
    
    any authorisation, approval, licence, permit, consent, qualification,
accreditation, filing, registration, certificate, resolution, direction, declaration
or exemption and any renewal and variation of them; and
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(b)
    
    for anything which a Government Agency may prohibit or restrict within a
specified period, the expiry of that period without intervention or other action by
that Government Agency;
 Authorised Officer
 (a)
    
    for a Borrower or a Guarantor, a director or a company secretary of that
entity or any other person nominated by that entity by notice to each Financier to be
an Authorised Officer, the notice to be accompanied by a certified copy of the
signature of any person nominated; and
 (b)
    
    for a Financier, a director or a company secretary of that entity, or any
employee of that entity whose title includes the word Manager, President or
Director, and includes a person acting in any of those capacities or any other
person nominated by that entity by notice to the Relevant Borrowers to which a
Facility is provided by that entity to be an Authorised Officer;
 Availability Period
 (a)
    
    the Final Repayment Date; and
 (b)
    
    the date on which that Facility is cancelled in full or terminated under this
Agreement;
 Bank Banking Act 1959
 Bank Guarantee
 Bank Guarantee and Standby Letter of Credit Facility
 Base Lending Rate
 Base Rate
 (a)
    
    in relation to any relevant amount denominated in AUD for any relevant
period:
 (i)
    
    the rate (expressed as a percentage per annum) determined by
the relevant Financier to be:
 (A)
    
    the average bid rate quoted on the page
designated as BBSY on the Reuters Monitor Money Rates Services or
another page that replaces the BBSY page on that system to display
average bid rates for Bills accepted by a Bank, rounded up, if
necessary, to the nearest four decimal places; or
 (B)
    
    the average of the buying rates for Bills
accepted by a Bank quoted by 3 Banks selected by the Financier,
rounded up, if necessary, to the nearest four decimal places, if:
 (I)
    
    the page designated as BBSY
(or another page that replaces the BBSY page) on the Reuters
Monitor Money Rates Services is not available for any reason;
or
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(II)
    
    the basis on which the rate
quoted on that page is determined is changed and, in the
opinion of that Financier, that rate no longer reflects its
cost of funding to the same extent as it does at the date of
this Agreement,
  (C)
    
    determined at or about 10:10 am on the first
day of the relevant period; and
 (D)
    
    for the amount and period closest to the
relevant amount and period; or
 (ii)
    
    if the Base Rate cannot be determined under paragraph (a)(i),
the rate (expressed as a percentage per annum) determined by that Financier in
good faith to be the appropriate rate and for this purpose that Financier may
have regard to comparable indices then available in any market that Financier
considers appropriate; or
 (b)
    
    in relation to any relevant amount denominated in an Approved Foreign
Currency for any relevant period, the rate (expressed as a percentage per annum)
quoted by the Financier as its costs of obtaining funds in the currency of the
relevant amount and for a period comparable to such period, in such interbank market
or by such other means as the Financier may at its discretion select, at or about the
normal time for seeking quotes for such funds two business days prior to the
commencement of such period;
 Bill
 Borrowers New Borrower Borrower
 Business Day
 CAF Borrowers
 (a)
    
    the Australian Borrowers;
 (b)
    
    the UK Borrowers;
 (c)
    
    the US Borrowers;
 (d)
    
    the German Borrowers; and
 (e)
    
    any New Borrower designated as such in an Accession Deed,
 CAF Borrower
 CAF Financiers CAF
Financier
 CAF Limit
 (a)
    
    for the Cash Advance Facility granted by HSBC (Australia), AUD 100,000,000;
and
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(b)
    
    for the Cash Advance Facility granted by HSBC (US), AUD 100,000,000; and
 (c)
    
    for the Cash Advance Facility granted by HSBC (UK), AUD 100,000,000,
  Calculation Date
 Calculation Period
 Capital Reduction
 Capitalised Rent
 (a)
    
    the greater of:
 (i)
    
    the then present value (determined in a manner and on
assumptions accepted by the Auditor) of all unpaid rent or other periodic
payments (whether or not accrued) and the residual value to be paid under the
Finance Lease; or
 (ii)
    
    the then termination value (whatever called) of the Finance
Lease (being the amount which would be paid under that Finance Lease if it was
terminated as a result of a default by the lessee); and
 (b)
    
    any other amount payable under any document associated with a Finance Lease;
 Cash
 Cash Advance Facilities
 Change of Control
 Claim
 (a)
    
    how or when it arises;
 (b)
    
    whether it is actual or contingent;
 (c)
    
    whether or not it is in respect of legal or other costs, damages, expenses,
fees or losses;
 (d)
    
    whether or not it is in respect of a breach of trust or of a fiduciary or
other duty or obligation; and
 (e)
    
    whether or not it arises at law or in any other way;
 Cleared Funds
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Collateral Security
 Commitment
 (a)
    
    in respect of the Cash Advance Facilities, AUD 300,000,000 or the Dollar
Equivalent of AUD 300,000,000; and
 (b)
    
    in respect of:
 (i)
    
    the Trade Finance Facilities (other than the US Trade
Facility), AUD 30,000,000, or the Dollar Equivalent of AUD 30,000,000; and
 (ii)
    
    the US Trade Facility, USD 40,000,000,
  Commitment Fee
 Compliance Certificate
 Contingent Liability
 Controller
 Corporations Act Corporations Act 2001
 Cross Guarantee
 Current Assets
 Current Bank Guarantee
 Current Documentary Credit
 Current Liabilities
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Deed of Cross Guarantee
 Deed of Warranty
 Dispute
 Documentary Credit
 Dollar Equivalent
 EBITDA
 (a)
    
    taxation;
 (b)
    
    Net Interest Expense; and
 (c)
    
    amortisation of intangible assets and depreciation of tangible assets of the
Group,
   (d)
    
    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:
 (i)
    
    losses or gains on the sale or revaluation of assets;(ii)
    
    costs relating to restructuring and redundancy;(iii)
    
    discontinued operations;(iv)
    
    discounts on acquisition and gains on formation of joint ventures;(v)
    
    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(vi)
    
    costs associated with becoming Sarbanes-Oxley Act compliant
(as required following the Groups registration as an issuer in the United
States of America);
 (e)
    
    significant unrealized gains or losses;(f)
    
    any other significant non-cash items or items including but not limited to:
 (i)
    
    write downs of inventory to net realisable value;(ii)
    
    revaluation increments to inventory; and
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(iii)
    
    forgone profit arising from sales contract negotiations; and
 (g)
    
    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),
    (a)
    
    in the case of a disposal, the period of time during which the applicable
company or business was part of the Group; or
 (b)
    
    in the case of an acquisition, for that period being the twelve months
immediately preceding the Calculation Date;
 Environmental Law
 (a)
    
    any law relating to land use or planning, pollution of air or water, soil or
ground water contamination, chemicals, waste, use of dangerous goods, or to any other
aspect of protection of the environment or persons or property; or
 (b)
    
    any present or future statute relating to heritage places, the clearance of
land within the boundaries of catchment areas or water reserves, or the protection or
management of natural vegetation;
 entity
 ERISA
 Euro
 Event of Default
 Excluded Tax
 (a)
    
    imposed as a result of the Financier being deemed to be organised, doing
business, resident or receiving income in that jurisdiction only because it has
executed or delivered a Transaction Document, or performed its obligations, received a
payment under or enforced a Transaction Document; or
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(b)
    
    deducted or to be deducted from, and calculated on or by reference to, the
gross amount of any payment received or receivable by the Financier under any
Transaction Document (without allowance for any deduction);
 Expiry Date
 Export Letter of Credit
 Face Value Amount
 Facilities Facility
 Final Repayment Date
 (a)
    
    the date notified by a Financier to a Relevant Borrower under clause 5.1;
 (b)
    
    the date of any request by a Financier for repayment under clause 13.2;
 (c)
    
    the date of any request by a Financier for repayment under clause 14; or
 (d)
    
    such later date as may be agreed by the Financiers;
 Finance Lease
 Financial Indebtedness
 (a)
    
    Bill, bond, debenture, note or similar instrument;
 (b)
    
    acceptance, endorsement or discounting arrangement;
 (c)
    
    Guarantee;
 (d)
    
    finance or capital Lease;
 (e)
    
    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;
 (f)
    
    obligation to deliver goods or provide services paid for in advance by any
financier;
 (g)
    
    agreement for the payment of capital or premium on the redemption of any
preference shares;
 (h)
    
    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); or
 (i)
    
    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,
  (j)
    
    is present or future;
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(k)
    
    is actual, prospective, contingent or otherwise;
 (l)
    
    is at any time ascertained or unascertained;
 (m)
    
    is owed or incurred alone or severally or jointly or both with any other
person; or
 (n)
    
    comprises any combination of the above;
 Financial Report
 (a)
    
    an income statement;
 (b)
    
    a balance sheet;
 (c)
    
    a statement of changes in equity; and
 (d)
    
    a cash flow statement;
 Financiers Financier
 Funding Date
 Funding Notice
 Funding Period
 GBP
 German Borrowers
 (a)
    
    Sims M+R GmbH;
 (b)
    
    Sims Group German Holdings GmbH; and
 (c)
    
    any New Borrower designated as such in an Accession Deed,
 German Borrower
 German Guarantor
 Government Agency
 (a)
    
    a government, whether foreign, federal, state, territorial or local;(b)
    
    a department, office or minister of a government acting in that capacity; or
 (c)
    
    a commission, delegate, instrumentality, agency, board, or other government,
semi-government, judicial, administrative, monetary or fiscal authority, whether
statutory or not;
 Group Group
Company
 GST
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Guarantee
 (a)
    
    to pay, to purchase, to provide funds (whether by the advance of money, the
purchase of or subscription for shares or other securities, the purchase of Assets,
rights or services, or otherwise) for the payment or discharge of;
 (b)
    
    to indemnify against the consequences of default in the payment of or
compliance with the terms of; or
 (c)
    
    otherwise to be responsible for,
  Guaranteed Shares
 Guarantors Guarantor
 Hedging Facilities
 HK Trade Borrowers
 (a)
    
    Sims Metal Management Asia Limited (previously known as Sims Asia Holdings
Limited); and
 (b)
    
    any New Borrower designated as such in an Accession Deed,
 HK Trade Borrower
 HK Trade Facility
 HKD
 HSBC (Australia)
 HSBC (HK)
 HSBC (UK)
 HSBC (US)
 Insolvent
 (a)
    
    it is (or states that it is) an insolvent under administration or insolvent
(each as defined in the Corporations Act); or
 (b)
    
    it is in liquidation, in provisional liquidation, under administration or
wound up or has had a Controller appointed to its property; or
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(c)
    
    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); or
 (d)
    
    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 (a), (b) or (c) above; or
 (e)
    
    it is taken (under section 459F(1) of the Corporations Act) to have failed to
comply with a statutory demand; or
 (f)
    
    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); or
 (g)
    
    it is otherwise unable to pay its debts when they fall due; or
  Intangible Assets
 Interest Payment Date
 Issuance Date
 Issue
 Latest Audited Consolidated Statement of Financial Position
 Lease
 (a)
    
    any lease, charter or hiring arrangement of any property;(b)
    
    any other agreement under which any property is or may be used or operated by
a person other than the owner; or(c)
    
    any agreement under which any property is or may be managed or operated for
or on behalf of the owner or another person by a person other than the owner, and the
operator or manager or its Related Party (whether in the same or another agreement) is
required to make or assure minimum, fixed and/or floating rate payments of a periodic
nature, (other than agreements under which the manager of a joint venture uses assets
owned by the joint venturers on behalf of the joint venture);
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Lending Office
 Margin
 Material Adverse Effect
 (a)
    
    the financial condition of the Obligors taken as a whole;
 (b)
    
    any Obligors ability to perform any of its obligations under the Transaction
Documents;
 (c)
    
    the validity or enforceability of the whole or any material part of any
Transaction Document, or any material rights or remedies of a Financier under the
Transaction Documents; or
 (d)
    
    any Security Interest provided to a Financier by an Obligor;
 Net Interest Expense
 New Borrower
 New Guarantor
 NZD
 Obligors Obligor
 Opening Date
 Other Bank Documents
 Other Hedging Arrangements
 Overdue Rate [*]
 (a)
    
    in the case of an amount in respect of which there is a Base Rate and a
Margin, the sum of the Base Rate and the Margin for that amount; and
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(b)
    
    in all other cases, the Base Lending Rate;
 Parent
 Permitted Security Interest
 Potential Event of Default
 Principal Outstanding
 (a)
    
    in respect of the Cash Advance Facility, the aggregate of all outstanding
Advances denominated in AUD and the Dollar Equivalent of all outstanding Advances in
an Approved Currency and the aggregate of all amounts contemplated in paragraph (b) at
that time; and
 (b)
    
    in respect of the Trade Finance Facilities only, the aggregate of:
 (i)
    
    the total Face Value Amount of all Current Documentary
Credits, Current Bank Guarantees and Current Standby Letters of Credit
denominated in AUD and the Dollar Equivalent of the total Face Value all
Current Documentary Credits, Current Bank Guarantees and Current Standby
Letters of Credit denominated in an Approved Currency at that time; and
 (ii)
    
    all outstanding Trade Advances denominated in AUD and the
Dollar Equivalent of all outstanding Trade Advances in an Approved Currency at
that time;
 Related Company
 Related Party
 Relevant Borrowers
 Relevant Jurisdictions Relevant
Jurisdiction
 Repayment Date
 Review Event
 Secured Indebtedness
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     14




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Security Interest
 (a)
    
    a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance,
hypothecation or other security interest;
 (b)
    
    any other arrangement having the effect of conferring security (including any
conditional sale, hire purchase or lease agreement, or arrangement for the retention
of title or sale and repurchase arrangement); or
 (c)
    
    any contractual arrangement under which money or claims to, or the benefit
of, a bank or other account may be applied, set-off or made subject to a combination
of accounts;
 Shareholders Funds
 Spot Rate
 Standby Letter of Credit
 Subsidiary
 Tangible Assets
 Tangible Net Worth
 Tax
 (a)
    
    imposed or levied by any Government Agency; or
 (b)
    
    required to be remitted to, or collected, withheld or assessed by, any
Government Agency,
  Total Indebtedness
 (a)
    
    the aggregate amount (as disclosed by its latest audited statement of
financial position) of all secured and unsecured liabilities of any entity which has
become a Group Company since the date of the Latest Audited Consolidated Statement of
Financial Position and all other amounts which would be included in this definition if
references to the Latest Audited Consolidated Statement of Financial Position were to
the latest audited statement of financial position of that entity;
 (b)
    
    the unrepaid principal (or its equivalent) of any Financial Indebtedness
(including the Capitalised Rent under each Finance Lease) where the proceeds or
benefits of that Financial Indebtedness:
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     15




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(i)
    
    have been received by any Group Company, since the date of
the Latest Audited Consolidated Statement of Financial Position, excluding the
amount of any such proceeds which have been applied in reduction of any
secured or unsecured liabilities included in this definition; or
 (ii)
    
    are to be received by any Group Company and the receipt of
such proceeds or benefits has been underwritten or otherwise assured to the
satisfaction of the Auditor;
 (c)
    
    the Capitalised Rent under each Finance Lease as at the date of the Latest
Audited Consolidated Statement of Financial Position;
 (d)
    
    the paid up capital amount and accrued but unpaid dividends of Guaranteed
Shares,
  (e)
    
    deducting:
 (i)
    
    the aggregate amount of all secured and unsecured liabilities
of any entity which has ceased to be a Group Company since the date of the
Latest Audited Consolidated Statement of Financial Position and in respect of
which no other Group Company has any liability; and
 (ii)
    
    the aggregate amount of all liabilities which in the opinion
of the Auditor have been defeased in such a way as to enable any such
liability to be considered as having been extinguished within the meaning of
paragraph 30 of Australian Accounting Standard AAS23; and
 (iii)
    
    debt reductions of the type referred to in (b)(iii) of the
definition of Total Tangible Assets;
 (f)
    
    eliminating all inter-entity balances among the members of the Group or any
of them (including any Group Company which has become one since the date of the Latest
Audited Consolidated Statement of Financial Position); and
 (g)
    
    making such further adjustments (including, without limitation, elimination
of any double counting arising in relation to any Guarantee and the obligation or
indebtedness the subject of the Guarantee) which in the opinion of the Auditor are
appropriate to make a proper determination of the total amount of the aggregate
indebtedness of the Group.
  Total Intangible Assets
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     16




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Total Tangible Assets
 (a)
    
    the aggregate (as disclosed by its latest audited statement of financial
position) of the book value of the Tangible Assets as determined by the Auditor (after
making provisions for depreciation and bad and doubtful debts and any income yet to
mature) of any entity which has become a Group Company since the date of the Latest
Audited Consolidated Statement of Financial Position;
 (b)
    
    (i)   the aggregate proceeds of any issue of shares or stock (including
premium) of any Group Company received since the balance date of the Latest Audited
Consolidated Statement of Financial Position; and
 (ii)
    
    the aggregate proceeds of any calls on partly paid shares made
by any Group Company which have been received since the balance date of the
Latest Audited Consolidated Statement of Financial Position,
  (iii)
    
    have been applied in reduction of any secured or unsecured
liabilities included in the definition of Total Indebtedness; or(iv)
    
    have been applied in acquiring any assets included in Total
Tangible Assets under this definition;
 (c)
    
    the book value of any Tangible Assets (not excluded as provided below)
acquired since the date of the Latest Audited Consolidated Statement of Financial
Position by any Group Company with the proceeds of the sale of shares or units in any
entity which has ceased to be a Group Company since that date;
 (d)
    
    the book value of all assets which are or may be leased, chartered, hired,
managed, used or operated under a Finance Lease (where the Capitalised Rent has been
included in Total Indebtedness) as determined by the Auditor at least annually or (at
the option of the Parent) the value as at the date of calculation as assessed by a
qualified independent valuer chosen by the Parent and approved by a Financier);
 (e)
    
    the proceeds of any Indebtedness referred to in paragraph (b) of the
definition of Total Indebtedness excluding the amount of any proceeds which:
 (i)
    
    have been applied in reduction of any other secured or
unsecured liabilities included in that definition; or
 (ii)
    
    have been applied in acquiring any Assets included in Total
Tangible Assets under this definition;
 (f)
    
    if a revaluation of a Tangible Asset of any Group Company has been carried
out by an independent valuer approved by a Financier, 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 Statement of Financial Position or, in
the case of any entity which has become a Group Company since the Latest Audited
Consolidated Statement of Financial Position, as disclosed in the latest audited
statement of financial position of that entity) and as accepted by the Auditor without
qualification,
and after deducting:
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 Amended and Restated Multi Option Facility Agreement     17




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(g)
    
    the amount of any income yet to mature and the amount of provisions for
depreciation and for bad and doubtful debts as disclosed by the Latest Audited
Consolidated Statement of Financial Position;
 (h)
    
    the aggregate (as disclosed by the latest audited statement of financial
position of the relevant entity) of the book values of the Tangible Assets of any
entity which has ceased to be a Group Company since the date of the Latest Audited
Consolidated Statement of Financial Position, other than Tangible Assets of that
entity which have become assets of another Group Company since that date (except that,
where a revaluation of any asset had previously been made under paragraph (f), the
fair value of that asset as determined in accordance with that paragraph shall be used
instead of the book value);
 (i)
    
    the book value of any Tangible Assets of any Group Company which have been
applied since the date of the Latest Audited Consolidated Statement of Financial
Position in the acquisition of any entity which has become a Group Company since that
date (except that, where a revaluation of any asset had previously been made under
paragraph (f), the fair value of that asset as determined in accordance with that
paragraph shall be used instead of the book value); and
 (j)
    
    if a revaluation of a Tangible Asset of any Group Company has been carried
out by an independent valuer (whether at the request of a Financier or otherwise), the
excess (if any) of the book value of that Tangible Asset (as disclosed in the Latest
Audited Consolidated Statement of Financial Position or, in the case of any entity
which has become a Group Company since the Latest Audited Consolidated Statement of
Financial Position, as disclosed in the latest audited statement of financial position
of that entity) over its fair value as established by the valuer and as accepted by
the Auditor without qualification,
  (k)
    
    eliminating all inter-entity balances among any of the Group (including any
Group Company which has become such since the Latest Audited Consolidated Statement of
Financial Position); and
 (l)
    
    making such further adjustments as may properly be necessary to avoid any
double counting of assets or as may be required by the Auditor to enable a proper
determination to be made of the total amount of the Total Tangible Assets;
 Trade Advance
 Trade Borrowers Trade Borrower
 Trade Credit Limit
 (a)
    
    for the Trade Finance Facility granted by HSBC (Australia), AUD 5,000,000;
 (b)
    
    for the Trade Finance Facility granted by HSBC (HK), AUD 25,000,000; and
 (c)
    
    for the Trade Finance Facility granted by HSBC (UK), USD 40,000,000,
  Trade Facilities
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     18




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Trade
Facility
 Trade Finance Facilities
 (a)
    
    in respect of HSBC (Australia), the Trade Facilities and the Bank Guarantee
and Standby Letter of Credit Facility granted by HSBC (Australia) under clause 2.2(a);
 (b)
    
    in respect of HSBC (HK), the Trade Facility granted by HSBC (HK) under clause
2.2(b); and
 (c)
    
    in respect of HSBC (UK), the Trade Facility granted by HSBC (UK) under clause
2.2(c),
 Trade Finance Facility
 Trade Financiers Trade Financier
 Transaction Documents
 (a)
    
    this Agreement;
 (b)
    
    each Treasury Document;
 (c)
    
    each document which a Financier and an Obligor agree in writing is a
Transaction Document for the purposes of this Agreement; and
 (d)
    
    each document entered into or provided under any of the documents described
in paragraphs (a), (b) or (c) or for the purpose of amending or novating any of those
documents, including any Bank Guarantee, Documentary Credit or Export Letter of
Credit,
 Transaction Document
 Treasury Document
 UCP
 UK Borrowers
 (a)
    
    Sims Group UK Holdings Limited;
 (b)
    
    Sims Group UK Limited;
 (c)
    
    Mirec BV;
 (d)
    
    Sims Metal Management Asia Limited; and
 (e)
    
    any New Borrower designated as such in an Accession Deed,
 UK Borrower
 Undrawn Commitment
 USD
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     19




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USD Equivalent
 US Borrowers
 (a)
    
    Sims Group USA Corporation;
 (b)
    
    Metal Dynamics Detroit LLC;
 (c)
    
    Metal Management Alabama, Inc.;
 (d)
    
    Metal Management Arizona, L.L.C.;
 (e)
    
    Metal Management Connecticut, Inc.;
 (f)
    
    Metal Management Memphis, L.L.C.;
 (g)
    
    Metal Management Midwest, Inc.;
 (h)
    
    Metal Management Mississippi, Inc.;
 (i)
    
    Metal Management Northeast, Inc.;
 (j)
    
    Metal Management Ohio, Inc.;
 (k)
    
    Metal Management West, Inc.;
 (l)
    
    Metal Management, Inc.;
 (m)
    
    Proler Southwest LP; and
 (n)
    
    any New Borrower designated as such in an Accession Deed,
 US Borrower
 US Trade Borrowers
 (a)
    
    Sims Group Global Trade Corporation; and
 (b)
    
    any New Borrower designated as such in an Accession Deed,
 US Trade Borrower
 US Trade Facility
 1.2
    
    Interpretation
 (a)
    
    In this Agreement, unless the context requires another meaning, a reference:
 (i)
    
    to the singular includes the plural and vice versa;
 (ii)
    
    to a gender includes all genders;
 (iii)
    
    to a document (including this Agreement) is a reference to
that document (including any Schedules and Annexures) as amended,
consolidated, supplemented, novated or replaced;
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     20




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(iv)
    
    to an agreement includes any undertaking, representation,
deed, agreement or legally enforceable arrangement or understanding whether
written or not;
 (v)
    
    to a party means a party to this Agreement;
 (vi)
    
    to an item, Recital, clause, section, Schedule or Annexure is
to an item, Recital, clause, section, Schedule or Annexure of or to this
Agreement;
 (vii)
    
    to a notice means a notice, approval, demand, request,
nomination or other communication given by one party to another under or in
connection with a Transaction Document;
 (viii)
    
    to a person (including a party) includes:
 (A)
    
    an individual, company, other body corporate,
association, partnership, firm, joint venture, trust or Government
Agency;
 (B)
    
    the persons successors, permitted assigns,
substitutes, executors and administrators; and
 (C)
    
    a reference to the representative member of
the GST group to which the person belongs to the extent that the
representative member has assumed rights, entitlements, benefits,
obligations and liabilities which would remain with the person if the
person were not a member of a GST group;
 (ix)
    
    to a statute is to a statute of Australia, unless otherwise
specified;
 (x)
    
    to a law:
 (A)
    
    includes a reference to any legislation,
treaty, judgment, rule of common law or equity or rule of any
applicable stock exchange in any Relevant Jurisdiction; and
 (B)
    
    is a reference to that law as amended,
consolidated, supplemented or replaced;
 (C)
    
    includes a reference to any regulation, rule,
statutory instrument, by-law or other subordinate legislation in any
Relevant Jurisdiction; and
 (D)
    
    of Australia in a Transaction Document,
extends, in relation to a party to the Transaction Document
incorporated in another jurisdiction, to any equivalent law of the
jurisdiction where that party is incorporated;
 (xi)
    
    to proceedings includes litigation, arbitration and
investigation;
 (xii)
    
    to a judgment includes an order, injunction, decree,
determination or award of any court or tribunal;
 (xiii)
    
    to time in relation to an obligation required to be performed, or any other
action required to be taken, in a Relevant Jurisdiction is to the time in that
Relevant Jurisdiction;
 (xiv)
    
    to the words including or includes means including but
not limited to or includes without limitation; and
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 Amended and Restated Multi Option Facility Agreement     21




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(xv)
    
    to drawing, endorsement, acceptance or other dealing in
respect of a Bill is a reference to drawing, endorsement, acceptance or other
dealing within the meaning of the Bills of Exchange Act 1909(Cth) or any
equivalent legislation in a Relevant Jurisdiction.
 (b)
    
    Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.
 (c)
    
    Headings are for convenience only and do not affect interpretation of this
Agreement.
 (d)
    
    This Agreement may not be interpreted adversely to a party only because that
party was responsible for preparing it.
 1.3
    
    Joint and several liability
 (a)
    
    Each agreement, warranty, representation or obligation made, given or
incurred by an Obligor binds all Obligors in this Agreement jointly and each of them
severally.
 (b)
    
    Each Financier may enforce its rights under this Agreement and proceed
against any one or more Obligors in the manner, order and at the times the Financier
determines in its absolute discretion. A Financier is not required to enforce its
rights or proceed against all Obligors.
 (c)
    
    A notice given by a Financier to the Parent or to any one Obligor with a copy
to the Parent is to be considered to have been given to all Obligors.
 1.4
    
    Financiers several obligations
 (a)
    
    The obligations of each Financier under the Transaction Documents are
several.
 (b)
    
    Failure by a Financier to perform its obligations under a Transaction
Document does not relieve any other Financier or a Borrower from any of their
respective obligations.
 (c)
    
    A Financier is not responsible for the obligations of any other Financier or
of a Borrower.
 (d)
    
    A representation, warranty, undertaking or obligation of a Financier or the
Financiers binds each Financier severally only.
 1.5
    
    Current Accounting Practice
 (a)
    
    Any accounting practice or concept relevant to this Agreement is to be
construed or determined in accordance with generally accepted accounting standards in
Australia (Accounting Standards).
 (b)
    
    Each Financier and Obligor acknowledges that changes in the Accounting
Standards after the date of this Agreement may make the operation of the financial
undertakings set out in clause 12.3, 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 the Parent or a Financier considers that such a change has occurred and
notifies the Financiers or the Parent (as applicable) to that effect (the date such
notice is given, the Notification Date), the Parent and the Financiers agree to
negotiate in good faith to agree to appropriate amendments to the affected clause or
definition.
 (d)
    
    If the Parent and the Financiers fail to agree on amendments to the affected
clause or definition within 20 Business Days (or such other period as may be agreed
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     22




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between the Parent and the Financiers) of the Notification Date, then any
references to the Accounting Standards in this Agreement or any other Transaction
Document will be deemed to be a reference to the Accounting Standards as at the
date of this Agreement.
 (e)
    
    Unless and until an agreement is reached as contemplated in this clause 1.5,
the Borrowers will provide each Financial Report and Compliance Certificate 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.
    
    THE FACILITIES2.1
    
    Cash Advance Facility
 (a)
    
    Each of the CAF Financiers grants to each of the CAF Borrowers a cash advance
facility under which each CAF Borrower may obtain Advances in an Approved Currency, on
the terms and conditions set out in this Agreement, including those in Schedule 1.
 (b)
    
    A CAF Financier is not obliged to provide financial accommodation to a CAF
Borrower if, as a result of providing that financial accommodation:
 (i)
    
    the Principal Outstanding under the Cash Advance Facility
provided by that CAF Financier would exceed the CAF Limit corresponding to
that CAF Financier; or
 (ii)
    
    the Principal Outstanding under the Cash Advance Facilities
provided by all CAF Financiers would exceed the Commitment corresponding to
the Cash Advance Facilities.
 2.2
    
    Trade Finance Facility
 (a)
    
    HSBC (Australia) grants to the Australian Trade Borrowers a Trade Finance
Facility under which:
 (i)
    
    an Australian Trade Borrower may utilise any one or more of
the Trade Facilities on the terms and conditions set out in this Agreement,
including those in Schedule 2; and
 (ii)
    
    an Australian Trade Borrower may obtain Bank Guarantees and
Standby Letters of Credit issued by HSBC (Australia) on the terms and
conditions set out in this Agreement, including those in Schedule 4.
 (b)
    
    HSBC (HK) grants to the HK Trade Borrowers a Trade Finance Facility under
which a HK Trade Borrower may utilise any one or more of the Trade Facilities on the
terms and conditions set out in this Agreement, including those in Schedule 2.
 (c)
    
    HSBC (UK) grants to the US Trade Borrowers a Trade Finance Facility under
which a US Trade Borrower may utilise any one or more of the Trade Facilities on the
terms and conditions set out in this Agreement, including those in Schedule 3.
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 Amended and Restated Multi Option Facility Agreement     23




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(d)
    
    A Trade Financier is not obliged to provide financial accommodation to a
Trade Borrower if, as a result of providing that financial accommodation:
 (i)
    
    the Principal Outstanding under the Trade Finance Facility
provided by that Trade Financier would exceed the Trade Credit Limit
corresponding to that Trade Financier; or
 (ii)
    
    the Principal Outstanding under the Trade Finance Facility
provided by each Trade Financier would exceed the Commitment corresponding to
the Trade Finance Facilities.
 2.3
    
    Hedging Facility
 (a)
    
    HSBC (Australia) agrees to provide a hedging facility to the Australian
Borrowers on the terms of Schedule 5.
 (b)
    
    HSBC (HK) agrees to provide a hedging facility to the HK Trade Borrowers on
the terms of Schedule 5.
 (c)
    
    HSBC (UK) agrees to provide a hedging facility to the UK Borrowers on the
terms of Schedule 5.
 (d)
    
    HSBC (US) agrees to provide a hedging facility to the US Borrowers on the
terms of Schedule 5.
 2.4
    
    Purpose
 (a)
    
    A Borrower must only utilise a Facility for an Approved Purpose of that
Facility.
 (b)
    
    Each Financier is not bound to enquire as to the application by a Borrower of
any utilisation of a Facility and has no responsibility for that application.
 2.5
    
    Cancellation of Undrawn Commitment
  (a)
    
    the Undrawn Commitment is cancelled at 5:00 pm on the last day of the
Availability Period;
 (b)
    
    the Parent may cancel all or part of the Undrawn Commitment at any time
during the Availability Period if:
 (i)
    
    HSBC (Australia) receives prior written notice specifying the
proposed date and amount of the cancellation and whether the cancellation is
in respect of the Cash Advance Facility or the Trade Finance Facility or both;
and
 (ii)
    
    in the case of a partial cancellation, it is at least
$250,000 and a whole multiple of $100,000 unless HSBC (Australia) agrees
otherwise;
 (c)
    
    a written notice of cancellation given under clause 2.5(b) must be signed by
an Authorised Officer of the Parent giving the notice and is irrevocable once given;
 (d)
    
    the Undrawn Commitment is cancelled, and the Commitment in respect of the
applicable Facility is reduced, with effect from the proposed date of cancellation
specified in a notice of cancellation under clause 2.5(b) by an amount equal to the
amount specified in the notice of cancellation;
 (e)
    
    the Borrowers must pay to the Financier all fees, expenses and other amounts
accrued (whether or not yet payable) under the Transaction Documents up to the
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     24




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date of cancellation specified in a notice of cancellation under clause 2.5(b) on
or before the date of cancellation; and
 (f)
    
    any cancellation of all or part of the Undrawn Commitment proposed in a
notice of cancellation under clause 2.5(b) and which is to take effect after the
Financier has received a request for financial accommodation will be reduced to the
extent necessary to ensure that, after providing the requested financial
accommodation, the Principal Outstanding will not exceed the Commitment.
 3.
    
    CONDITIONS PRECEDENT3.1
    
    Conditions precedent to initial funding
  (a)
    
    HSBC (Australia) has received the following documents in form and substance
satisfactory to it:
 (i)
    
    a certificate substantially in the form of Annexure E
providing the details and annexures specified in that Annexure for each
Obligor, which is dated not more than 5 days before the date of HSBC
(Australia)s confirmation and is signed by a director or company secretary of
the Obligor;
 (ii)
    
    each original power of attorney under which a Transaction
Document has been or will be executed by an Obligor;
 (iii)
    
    duly executed counterparts of each Transaction Document;
 (iv)
    
    certified copies of all documents evidencing that:
 (A)
    
    all Authorisations necessary or desirable for
the entry into, or the performance of, the Transaction Documents by
each Obligor have been obtained;
 (B)
    
    all necessary filings, registrations or other
formalities have been completed;
 (C)
    
    all Taxes and other fees have been paid, or
sufficient funds have been provided to the Financier for the payment
of all Taxes and other fees, to ensure that the Transaction Documents
are valid, binding and enforceable;
 (v)
    
    any other documents, assurances, opinions and information
that HSBC (Australia) requires.
 3.2
    
    Benefit of conditions precedent
  [*] Confidential Treatment Requested
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4.
    
    FUNDING4.1
    
    Funding Notice
 (a)
    
    A Financier is not obliged to make a Facility available for utilisation by a
Relevant Borrower unless:
 (i)
    
    a Funding Notice which satisfies the requirements of clause
4.1(b) has been delivered to the Lending Office of HSBC (Australia) and the
Lending Office of the Financier no later than 11:00 am:
 (A)
    
    in respect of the Trade Finance Facilities,
on the proposed Issuance Date or Funding Date, as the case may be; and
 (B)
    
    in respect of amounts to be made available by
HSBC (Australia), HSBC (UK), HSBC (US) or HSBC (HK), 2 Business Days
before the proposed Funding Date,
  (ii)
    
    all conditions precedent to utilisation of that Facility,
including those set out in clause 3.1, have been satisfied; and
 (iii)
    
    as at the date of the Funding Notice and the proposed
Funding Date or Issuance Date, as applicable:
 (A)
    
    all representations and warranties made by
that Relevant Borrower and each other Obligor in, or in connection
with, a Transaction Document are true and not misleading, by omission
or in any other way; and
 (B)
    
    no Event of Default or Potential Event of
Default has occurred which has not been remedied or waived by all
Financiers or would result from the proposed utilisation of that
Facility.
 (b)
    
    Each Funding Notice must:
 (i)
    
    be in legible writing and:
 (A)
    
    in the case of the Cash Advance Facility and
the Bank Guarantee and Standby Letter of Credit Facility,
substantially in the form of Annexure D and must specify the matters
set out in that Annexure; and
 (B)
    
    in the case of any Trade Facilities to be
provided by a Trade Financier, be in such form and include such
application forms, authorities and documents which that Trade
Financier requires;
 (ii)
    
    be signed by an Authorised Officer of the Relevant Borrower;
and
 (iii)
    
    specify the Funding Date or Issuance Date, as applicable,
which must be a Business Day during the Availability Period for that Facility.
 (c)
    
    Each Funding Notice:
 (i)
    
    constitutes a representation and warranty by the Borrower
under this Agreement that no Event of Default or Potential Event of Default
has occurred which has not been remedied or waived by all Financiers or will
occur as a result of the proposed utilisation of the Facility; and
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     26




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(ii)
    
    once given is irrevocable.
 4.2
    
    Limitations on Funding Notices
  (a)
    
    the Principal Outstanding would exceed the Commitment;
 (b)
    
    if the Facility is a Trade Finance Facility, the Principal Outstanding under
the Trade Finance Facility would exceed the Trade Credit Limit corresponding to the
relevant provider of that Trade Finance Facility; or
 (c)
    
    if the Facility is a Cash Advance Facility, the Advance requested in the
Funding Notice when aggregated with all outstanding Advances provided by that
Financier would exceed the CAF Limit corresponding to the relevant provider of that
Cash Advance Facility.
 5.
    
    TERMINATION AND REPAYMENT5.1
    
    Termination
  5.2
    
    Repayment
 (a)
    
    Each Borrower must pay in full the Amount Owing by it to the Financiers on
the Final Repayment Date.
 (b)
    
    On the Final Repayment Date, each Trade Borrower must pay to:
 (i)
    
    HSBC (Australia) (in respect of a Trade Finance Facility
provided by HSBC (Australia)) an amount equal to the aggregate of the total
Face Value Amount of all Current Bank Guarantees, Current Standby Letters of
Credit and Current Documentary Credits denominated in AUD and the Dollar
Equivalent of the total Face Value Amount of all Current Bank Guarantees,
Current Standby Letters of Credit and Current Documentary Credits denominated
in an Approved Currency, which in each case have been drawn by that Trade
Borrower and which correspond to HSBC (Australia) as the relevant provider of
that Trade Finance Facility. Such amount will be dealt with by HSBC
(Australia) in accordance with clause 13.3;
 (ii)
    
    HSBC (HK) (in respect of a Trade Finance Facility provided by
HSBC (HK)) an amount equal to the aggregate of the total Face Value Amount of
all Current Documentary Credits denominated in AUD and the Dollar Equivalent
of the total Face Value Amount of all Current Documentary Credits denominated
in an Approved Currency, which have been drawn by that Trade Borrower and
which correspond to HSBC (HK) as the relevant provider of that Trade Finance
Facility. Such amount will be dealt with by HSBC (HK) in accordance with
clause 13.3; and
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(iii)
    
    HSBC (UK) (in respect of a Trade Finance Facility provided
by HSBC (UK)) an amount equal to the aggregate of the total Face Value Amount
of all Current Documentary Credits denominated in USD and the USD Equivalent
of the total Face Value Amount of all Current Documentary Credits denominated
in an Approved Currency, which have been drawn by that Trade Borrower and
which correspond to HSBC (UK) as the relevant provider of that Trade Finance
Facility. Such amount will be dealt with by HSBC (UK) in accordance with
clause 13.3.
 6.
    
    COMMITMENT EXCEEDED6.1
    
    Excess of limit
  6.2
    
    Cash cover
 (a)
    
    If at any time the Principal Outstanding under the Cash Advance Facility
exceeds 105% of the Commitment, the Parent shall deposit into the account held by the
Parent with HSBC (Australia) (the Margin Account) the amount of the currency
certified by HSBC (Australia) as being required to ensure that the Principal
Outstanding at that time less the amount standing to the credit of the Margin Account
will not exceed the Commitment.
 (b)
    
    If, in respect of a Trade Finance Facility, and at any time, the Principal
Outstanding under that Trade Finance Facility exceeds 105% of the Trade Credit Limit
corresponding to the provider of that Trade Finance Facility, the Parent shall deposit
into the Margin Account the amount of the currency certified by HSBC (Australia) as
being required to ensure that the Principal Outstanding under that Trade Finance
Facility at that time less the amount standing to the credit of the Margin Account
will not exceed the Trade Credit Limit corresponding to the provider of that Trade
Finance Facility.
 (c)
    
    The Parent may demand or require repayments or withdrawals of any amounts
standing to the credit of the Margin Account and HSBC (Australia) will comply with any
such demand or requirement from the Parent) only to the extent or amount that:
 (i)
    
    the Commitment exceeds the Principal Outstanding at that time
plus the amount (including interest) standing to the credit of the Margin
Account; and
 (ii)
    
    in respect of a Trade Finance Facility, the Trade Credit
Limit corresponding to the provider of that Trade Finance Facility exceeds the
Principal Outstanding under that Trade Finance Facility at that time plus the
amount (including interest) standing to the credit of the Margin Account,
  (d)
    
    Other than as permitted by clause 6.2(c), the Parent may not demand or
require repayments or withdrawals of any amounts standing to the credit in the Margin
Account and HSBC (Australia) will not be required to comply with such demand or
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requirement unless and until all moneys, liabilities and obligations due or owing
to HSBC (Australia) under the Facilities have been paid and satisfied in full.
 (e)
    
    HSBC (Australia) shall pay interest on the amounts standing to the credit of
the Margin Account. Interest shall be calculated daily and be payable monthly in
arrears. The applicable interest rate shall be the rate quoted in good faith by HSBC
(Australia) as the rate at which it would accept 24 hour call deposits of a similar
amount and in the same currency or currencies as the credit balance in the Margin
Account.
 7.
    
    PAYMENTS7.1
    
    Payments by an Obligor
  (a)
    
    to the Lending Office of the Financier in the Relevant Jurisdiction where the
Obligor is incorporated, or, where the Financier does not have a Lending Office in
that Relevant Jurisdiction or otherwise, such other office specified by the Financier;
 (b)
    
    not later than 11:00 am on the due date for payment;
 (c)
    
    in Cleared Funds; and
 (d)
    
    to the account specified by the Financier,
  7.2
    
    Currency of payment
  (a)
    
    repayments and prepayments of principal amounts must be made in the currency
in which those amounts are denominated;
 (b)
    
    interest must be paid in the currency in which the amount in respect of which
the interest has accrued is denominated;
 (c)
    
    amounts payable in respect of:
 (i)
    
    costs, expenses, Taxes and other disbursements incurred or
payable by the Financier must be paid in the currency in which they were
incurred; and
 (ii)
    
    each other amount payable under the Transaction Documents
must be paid in the currency specified in the Transaction Documents.
 7.3
    
    Change of currency
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7.4
    
    Business Days
  7.5
    
    Payable on demand
  7.6
    
    Payments in gross
  (a)
    
    set-off or counterclaim of any kind; or
 (b)
    
    deduction or withholding for Tax or any other reason, unless the deduction or
withholding is required by applicable law.
 7.7
    
    Deductions and withholdings
 (a)
    
    If an Obligor or any other person is required by law to make a deduction or
withholding for Tax from a payment under a Transaction Document or a Financier is
required to make a payment for Tax on any payment received or receivable by it from an
Obligor under a Transaction Document, the Obligor:
 (i)
    
    indemnifies the Financier against any Claim in respect of the
Tax; and
 (ii)
    
    must immediately pay an additional amount to the Financier so
that, after all applicable deductions, withholdings or payments for Tax, the
Financier actually receives for its own benefit a net amount equal to the
amount which it would have received if no deductions, withholdings or payments
had been required.
 (b)
    
    If a Financier is required by law to make a deduction or withholding for Tax
from a payment to the Financier under a Transaction Document, the Obligor making that
payment must pay the full amount of the deduction or withholding to the appropriate
Government Agency in accordance with applicable law and deliver the original receipts
to the Financier.
 7.8
    
    Allocation of receipts
  8.
    
    UNLAWFULNESS OR INCREASED COSTS
 8.1
    
    Unlawfulness
 (a)
    
    If a Financier determines in good faith that it is or will be:
 (i)
    
    unlawful;
 (ii)
    
    contrary to any request or requirement of any central bank or
any other Government Agency (whether or not having the force of law); or
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(iii)
    
    in the case of a Documentary Credit, Bank Guarantee or
Standby Letter of Credit, incompatible with any national or international
financial, political or economic conditions or exchange controls,
  (b)
    
    The Financiers notice must set out:
 (i)
    
    which Facility, Facilities or parts of a Facility are
affected;
 (ii)
    
    whether or not the underlying event or situation applies to a
particular utilisation of a Facility or to all outstanding utilisations under
that Facility;
 (iii)
    
    whether or not the Financier has determined that all or part
of the Commitment must be cancelled as a result of the event or situation, and
the amount of Commitment to be cancelled, if applicable; and
 (iv)
    
    whether all or part of the Principal Outstanding or Amount
Owing is to be repaid by the Relevant Borrowers, and the amount of Principal
Outstanding or Amount Owing to be repaid, if applicable.
 (c)
    
    On the giving of that notice to the Relevant Borrowers, the Financiers
obligation to make available, fund or maintain the Facility or perform the relevant
obligation ceases in accordance with the terms of the notice, and, if applicable the
Commitment (or part of it) is cancelled in accordance with the terms of that notice.
 (d)
    
    If all or part of the Principal Outstanding or Amount Owing is repayable in
accordance with clause 8.1(b), each Relevant Borrower must pay the amount of Principal
Outstanding or Amount Owing, as specified in the notice given under clause 8.1(b) to
the Financier in full on the earlier of:
 (i)
    
    60 days after receipt of the Financiers notice; or
 (ii)
    
    the date specified in the notice and certified by the
Financier as the last day on which payment is required or permitted in order
to comply with the relevant law, request or requirement or prevent or remedy a
breach of the relevant law.
 (e)
    
    Following delivery of a notice under clause 8.1(a), if a Trade Financier is
not able to provide a Documentary Credit, Bank Guarantee or Standby Letter of Credit
requested by a Trade Borrower, that Trade Financier and the Trade Borrower shall
negotiate in good faith with a view to agreeing an alternative basis on which the
requested accommodation may be provided by that Trade Financier to the Trade Borrower.
 8.2
    
    Increased costs
 (a)
    
    If a Financier determines that:
 (i)
    
    the introduction of, implementation of or a change in any
law, or any official directive, requirement or request of any central bank or
any other Government Agency (whether or not having the force of law but
compliance with which is in accordance with the practice of responsible banks
or financial institutions in the relevant jurisdiction) including any one of
them relating to:
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(A)
    
    capital adequacy, reserve, liquidity or
deposit requirements, the classification or allocation of capital or
prudential supervision; or
 (B)
    
    a Tax on or affecting payments made or to be
made under a Transaction Document; or
 (ii)
    
    any change in the interpretation or application of any law,
official directive, requirement or request referred to in paragraph (a)(i) of
this clause 8.2(a) by a Government Agency;
  (iii)
    
    increases the cost to the Financier of underwriting, making,
funding or maintaining a Facility or performing an obligation under a
Transaction Document;
 (iv)
    
    reduces the amount of any payment made or payable by or for
the account of an Obligor or received or receivable by the Financier under a
Transaction Document;
 (v)
    
    reduces the effective return to the Financier on capital
which is or becomes allocated by the Financier to a Facility or the effective
return on overall capital of the Financier;
 (vi)
    
    imposes any requirement that the Financier make any payment
or forego any interest or other return on or calculated by reference to:
 (A)
    
    any sum received or receivable by it under
any Transaction Document in an amount which the Financier considers
material; or
 (B)
    
    any capital or other amount directly or
indirectly allocated by the Financier to making a Facility available
in an amount which the Financier considers material; or
 (vii)
    
    restricts or prevents the Financier from entering into any
other transaction with the result that the Financier incurs any cost or loss
of interest or other return specified in paragraphs (iii), (iv), (v) or (vi)
of this clause 8.2(a);
  (b)
    
    A Relevant Borrower may, upon becoming aware of the Increased Cost, revoke
any Funding Notice with a view to minimising the amount of any compensation payable
pursuant to clause 8.2(a) and 8.2(c), by notifying the Financier to that effect on or
before 4:00 pm on the date which is 2 Business Days before the relevant Funding Date
or Issuance Date, as applicable.
 (c)
    
    Where an Increased Cost arises from circumstances which relate not only to
the Financiers funding of a Facility, but also to other business, the Financier is
entitled to claim as compensation for the Increased Cost the amount it determines is
fairly attributable to its funding of the Facility. The Financier may use averaging
and attribution methods commonly used by the Financier or any other method it
considers appropriate.
 (d)
    
    In providing a certificate under this clause 8.2, the Financier is not
required to disclose any confidential information relating to the organisation of its
business.
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(e)
    
    It will not be a defence that any Increased Cost could have been avoided.
 9.
    
    MARKET DISTURBANCE AND REVIEW OF FACILITIES
 9.1
    
    Disturbance Notice
 Disturbance
Notice Disturbance Notice Date Market Disturbance
 9.2
    
    Market Disturbance Premium
  (a)
    
    adequate and fair means are not available for fixing the Base Rate in respect
of AUD or any Approved Foreign Currency, or
 (b)
    
    the cost to the Financier of obtaining deposits in the relevant financial
market or other funds to fund an Advance exceeds the Base Rate,
 Market Disturbance Premium
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9.3
    
    Alternative Arrangements
  (a)
    
    because of national or international financial, political or economic
circumstances or exchange rates or exchange controls it is impractical for it to fund
or continue to fund an Advance for the Funding Period; or
 (b)
    
    deposits in the currency concerned are not available in the ordinary course
of business to the Financier in the relevant financial market, and the Disturbance
Notice relates to an Advance which has not been made,
  9.4
    
    Alternative Basis
 Alternative Basis
   (a)
    
    alternative currencies;
 (b)
    
    alternative Funding Periods; or
 (c)
    
    alternative methods of fixing the interest rate.
 9.5
    
    Review of Facilities
 (a)
    
    Without prejudice to the rights of the Financiers under the Transaction
Documents, the Financiers may conduct an annual review of their respective
participation under this Agreement, such review to occur on or around 1 November of
each year (or such other time as the Financiers notify the Parent in writing).
 (b)
    
    Following any annual review conducted in accordance with clause 9.5(a) above,
the Financiers may (in their sole and absolute discretion) propose changes to the
Margin, pricing, fees and/or costs that apply to the Facilities by delivering to the
Parent a replacement fee letter or fee letters (as applicable) in substantially the
form set out in Annexure G (New Fee Letter). Each New Fee Letter shall set out the
proposed changes to the Margin, pricing, fees and/or costs that will apply to the
Facilities.
 (c)
    
    The Parent must, by notice in writing to the Financiers within 15 Business
Days of the date of issue of the New Fee Letter, either:
 (i)
    
    accept the New Fee Letter by returning a signed copy of the
New Fee Letter to the Financiers, in which case the revised Margin, pricing,
fees and/or costs will apply with effect from the date of the New Fee Letter;
or
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(ii)
    
    reject the New Fee Letter.
 (d)
    
    If the Parent rejects the New Fee Letter in accordance with clause 9.5(c)
above:
 (i)
    
    the Parent must include with its notice referred to in clause
9.5(c) reasonable details of Parents reasons for rejecting the New Fee
Letter; and
 (ii)
    
    the Parent and the Financiers shall, during a period of 20
Business Days commencing on the date of issue of the New Fee Letter
(Negotiation Period), enter into negotiations with respect to whether there
will be any change to the Margin, pricing, fees and/or costs that applies to
the Facilities as at the date of the New Fee Letter.
 (e)
    
    If the Financiers and the Parent reach agreement on the terms of the New Fee
Letter before the end of the Negotiation Period, the Financiers will deliver to the
Parent a revised fee letter or fee letters (as applicable) in substantially the same
form as set out in Annexure G which set out the revised Margin, pricing, fees and/or
costs that will apply to the Facilities. The revised Margin, pricing, fees and/or
costs set out in such revised fee letter or fee letters (as applicable) will apply
with effect from the date of the relevant revised fee letter or fee letters (as
applicable).
 (f)
    
    If the Financiers and the Parent do not reach agreement on the terms of the
New Fee Letter before the end of the Negotiation Period, the Financiers reserve the
right to take such action in respect of the Facilities as it is entitled to take under
this Agreement.
 (g)
    
    Nothing in this clause 9.5 limits the rights of the Financiers to cancel a
Facility or to require repayment of the Amount Owing if it were otherwise entitled to
do so under this Agreement, including without limitation during the negotiations
referred to in clause 9.5(e) above.
 10.
    
    COMMITMENT FEE, EXPENSES, COSTS AND TAXES
 10.1
    
    Expenses
 (a)
    
    Whether or not a Facility is utilised, the Borrowers must pay to or reimburse
each Financier on demand for:
 (i)
    
    all reasonable costs (including legal costs) and
out-of-pocket expenses and Taxes incurred or payable by that Financier for the
negotiation, preparation, execution, completion, stamping and registration of,
or in respect of, the Transaction Documents;
 (ii)
    
    all reasonable costs, expenses and Taxes incurred or payable
by that Financier for:
 (A)
    
    any attendance, inspection, calculation,
approval, consent, waiver, variation, release or discharge made or
given by that Financier under a Transaction Document; and
 (B)
    
    any amendment of any Transaction Document;
and
 (iii)
    
    all reasonable costs (including legal costs), expenses and
Taxes incurred or payable by that Financier for any contemplated or actual
enforcement of a Transaction Document, or the preservation of its rights,
powers and remedies under a Transaction Document.
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10.2
    
    Costs
  10.3
    
    Taxes
 (a)
    
    The Borrowers must pay all Tax in relation to the execution, delivery,
registration, performance, release, discharge, variation, enforcement or attempted
enforcement of or otherwise in respect of the Transaction Documents.
 (b)
    
    The Borrowers indemnify each Financier against all Claims in respect of any
amount payable under clause 10.3(a), except for any Claim which arises solely as a
result of that Financier failing to pay a Tax in circumstances where the Borrowers
provide that Financier with sufficient Cleared Funds and written instructions
directing that Financier to pay the Tax 5 Business Days prior to the date on which
that Tax is due for payment.
 10.4
    
    GST
 (a)
    
    The Australian Borrowers must pay to HSBC (Australia) on demand any GST which
is payable as a consequence of any supply made or deemed to be made or other matter or
thing done under or in connection with a Transaction Document by HSBC (Australia),
together with any fine, penalty or interest payable because of a default of the
Australian Borrowers.
 (b)
    
    The amount paid by the Australian Borrowers to HSBC (Australia) on account of
GST must be sufficient to ensure that the economic benefit to HSBC (Australia) of the
relevant Transaction Document remains the same whether GST applies or not.
 (c)
    
    HSBC (Australia) will give the Australian Borrowers a tax invoice complying
with any legislation under which GST is imposed.
 (d)
    
    The Australian Borrowers must pay any amount it is required to pay under this
clause 10.4 in full and without deduction, notwithstanding any entitlement that it may
have to a credit or offset.
 10.5
    
    Commitment Fee
  (a)
    
    accrues from day to day;
 (b)
    
    is calculated from and including the date of this Agreement to and including
the last day of the Availability Period on the actual number of days elapsed and a 365
day year; and
 (c)
    
    must be paid to HSBC (Australia) (for the account of the Financiers)
quarterly in arrears on or before the date specified by HSBC (Australia) in the
relevant invoice for that Commitment Fee issued by HSBC (Australia) after the end of
the quarter corresponding to that Commitment Fee (being a quarter ending on 31 March,
30 June, 30 September and 31 December, as the case may be).
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11.
    
    REPRESENTATIONS AND WARRANTIES
 11.1
    
    General Representations and warranties by each Obligor
  (a)
    
    (status) it is validly created and existing under relevant laws;
 (b)
    
    (power) it has the power to enter into and perform its obligations under the
Transaction Documents to which it is expressed to be a party, to carry out the
transactions contemplated by those documents and to carry on its business as now
conducted or contemplated;
 (c)
    
    (authorisations) it has taken all necessary action to authorise the entry
into and performance of the Transaction Documents to which it is expressed to be a
party and to carry out the transactions contemplated by those documents;
 (d)
    
    (documents binding) each Transaction Document to which it is expressed to be
a party is a valid and binding obligation enforceable in accordance with its terms;
 (e)
    
    (transactions permitted) neither the execution and performance by it of the
Transaction Documents to which it is expressed to be a party nor any transaction
contemplated under any such document will violate in any respect any provision of:
 (i)
    
    any law or treaty or any judgment, ruling, order or decree of
any Government Agency binding on it;
 (ii)
    
    its memorandum or articles of association or other
constituent documents; or
 (iii)
    
    any other document or agreement which is binding upon it or
its Assets,
  (iv)
    
    the creation or imposition of any Security Interest on any of
its Assets under any of the foregoing; or
 (v)
    
    the acceleration or cancellation of any obligation with
respect to any Financial Indebtedness, or anything which constitutes (or
which, with the giving of notice and/or lapse of time would constitute) an
event of default, cancellation event, prepayment event or similar event
(whatever called) under any agreement relating to Financial Indebtedness;
 (f)
    
    (accounts):
 (i)
    
    the most recent audited accounts of the Group give a true and
fair view of its and the Groups state of affairs as at the date to which they
relate and the results of its and the Groups operations for the accounting
period ended on such date;
 (ii)
    
    there has been no change in its and the Groups state of
affairs since such date which may have a Material Adverse Effect;
 (iii)
    
    those accounts have been prepared in accordance with clause
1.5; and
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(iv)
    
    there is no material Financial Indebtedness or any other
liability or contingent liability which is not disclosed in those accounts;
 (g)
    
    (no litigation) no litigation, arbitration, tax claim, dispute or
administrative proceeding is presently current or pending or, to its knowledge,
threatened, which might have a Material Adverse Effect;
 (h)
    
    (no default):
 (i)
    
    it is not in default under any document or agreement binding
on it or its Assets which relates to Financial Indebtedness or is material;
and
 (ii)
    
    nothing has occurred which is or would with the giving of
notice and/or lapse of time constitute an event of default, cancellation
event, prepayment event or similar event (whatever called) under any such
document or agreement;
 (i)
    
    (Authorisations):
 (i)
    
    all Authorisations, if any, required in connection with the
execution, delivery or performance by it of its obligations under, or to
ensure the validity and enforceability of the Transaction Documents to which
it is a party and the transactions contemplated by those documents, and
 (ii)
    
    all Authorisations required for it to carry on its business,
which are material and where failure to obtain or effect any such
Authorisation would have a Material Adverse Effect,
  (j)
    
    (pari passu) its payment obligations under the Transaction Documents 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;
 (k)
    
    (solvency) there are no reasonable grounds to suspect that it is unable to
pay its debts as and when they become due and payable;
 (l)
    
    (not a trustee) it does not enter into any Transaction Document as trustee,
or hold any property as trustee;
 (m)
    
    (legal and beneficial owner) it is the legal and beneficial owner of its
assets and undertaking;
 (n)
    
    (commercial benefit) the entering into and performance by it of its
obligations under the Transaction Documents to which it is expressed to be a party is
for its commercial benefit and is in its commercial interests;
 (o)
    
    (no benefit to related party) it has not contravened nor will contravene
section 208 or section 209 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 or participating in any transaction in connection with a Transaction
Document;
 (p)
    
    (no financial assistance) it has not contravened nor will contravene 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 or
participating in any transaction in connection with a Transaction Document;
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(q)
    
    (default under law  Material Adverse Effect) 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;
 (r)
    
    (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);
 (s)
    
    (no immunity) neither it nor any of its Subsidiaries has immunity from the
jurisdiction of a court or from legal process;
 (t)
    
    (governing law and enforcement) subject to any qualification in any legal
opinion provided to the Financiers pursuant to this Agreement:
 (i)
    
    the choice of law referred to in clause 26.1 as the governing
law of the Transaction Documents will be recognised and enforced in its
jurisdiction of incorporation or organisation and in the jurisdiction referred
to in that clause (if different); and
 (ii)
    
    any judgment obtained against it in any jurisdiction referred
to in clause 26.2 in relation to a Transaction Document will be recognised and
enforced in its jurisdiction of incorporation or organisation;
 (u)
    
    (No filing or stamp taxes) under the law of any relevant jurisdiction it is
not necessary that the Transaction Documents be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp duty, registration or
other similar Tax be paid on or in relation to the Transaction Documents or the
transactions contemplated by the Transaction Documents;
 (v)
    
    (most favoured nation  facilities) in the reasonable opinion of the Parent
and unless as disclosed under clause 12.1(t), the terms of each Transaction Document,
whether alone or in combination with another Transaction Document, except those terms
related to pricing (including, without limitation, fees and margins), facility limits
and repayment dates, are no less favourable in any material respect than the terms in
any Other Bank Document;
 (w)
    
    (most favoured nation  hedging) in the reasonable opinion of the Parent
and unless as disclosed under clause 12.1(u), the terms and conditions of any ISDA
Master Agreement between an Obligor and a Financier, except those terms related to
pricing and individual transactions, will be no less favourable in any material
respect than the terms and conditions of the Other Hedging Arrangements;
 (x)
    
    (ERISA.) in the case of each Obligor incorporated or organised in the United
States of America, it and its Subsidiaries have 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. It and its
Subsidiaries have not 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 it or its Subsidiaries, or in the imposition of
any lien on any of it or any of its Subsidiarys rights, properties or assets, 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,
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     39




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other than such liabilities or liens as would not individually or in the aggregate
reasonably be expected to result in respect of it or any of its Subsidiaries in a
Material Adverse Effect (as if, for the purpose of this clause (x) only, each
reference to the Group in the definition of Material Adverse Effect in this
agreement were a reference to such Obligor or any of its Subsidiaries);
 (y)
    
    (Federal Reserve Regulations). it is not 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;
 (z)
    
    (Not an Investment Company) it is not, 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;
 (aa)
    
    (no misrepresentation) all information provided by it or on its behalf to the
Financiers in or in connection with the Transaction Documents is or was true in all
material respects as at the date and time it was provided and is not, by the omission
of information or otherwise, misleading;
 (bb)
    
    (disclosure) all information provided to the Financiers 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;
 (cc)
    
    (full disclosure): it has disclosed in writing to the Financier all facts
relating to it and its Subsidiaries, the Transactions Documents of that Financier and
all things in connection with them, which are material to the assessment of the nature
and amount of the risk undertaken by the Financier in entering into the Transaction
Documents of that Financier and doing anything in connection with them;
 (dd)
    
    (title) none of its Assets is subject to any Security Interest which is not
permitted by clause 12.2 or to any agreement to give such a Security Interest; and
 (ee)
    
    (Environmental Law):
 (i)
    
    it is aware of and complies in all material and respects with
the requirements of all Environmental Laws and standards applicable to its
property and the conduct of its business;
 (ii)
    
    it and its officers exercise reasonable due diligence and
take all reasonably necessary precautions to detect and prevent the commission
of an offence under any Environmental Law resulting in pollution of or harm to
the environment or to any person or property, including its property;
 (iii)
    
    at the date hereof such due diligence has not revealed any
material contamination of or emanating from any of its property;
 (iv)
    
    so far as it is aware after due enquiry, its occupation and
use of its property and the conduct of its business does not breach any
Environmental Law or standard in any material respect;
 (v)
    
    there has been no notice or complaint from any environmental
authority pursuant to any Environmental Law that has not been answered to the
satisfaction of the complainant, alleging that its activities on, in or in
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 Amended and Restated Multi Option Facility Agreement     40




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relation to its property are polluting the environment in any material
respect or that the carrying on of its business causes any significant
public or private nuisance;
 (vi)
    
    so far as it is aware after due enquiry, there is no proposal
to revoke, suspend, modify or not renew any Authorisation or approval under
any Environmental Law relating to any of its property or the conduct of its
business; and
 (vii)
    
    no proceedings or suits have been commenced, no Court orders
have been issued and no material penalty has been imposed, in each case in
relation to any offence by it or its officers under any Environmental Law.
 11.2
    
    Continuing representations and warranties
  11.3
    
    Acknowledgment of reliance
  11.4
    
    Additional representations and warranties
  12.
    
    UNDERTAKINGS
 12.1
    
    Undertakings
  (a)
    
    (corporate reporting and information) it will furnish to the Financiers:
 (i)
    
    (annual accounts) as soon as practicable (and in any event
not later than 90 days) after the close of each of its financial years, copies
of the Latest Audited Consolidated Statement of Financial Position and its
audited statement of financial performance and statement of cash flows and,
upon request by the Financier, its unconsolidated audited statement of
financial position and statement of financial performance and statement of
cash flows;
 (ii)
    
    (semi-annual accounts) as soon as practicable (and in any
event not later than 90 days) after the first half of each of its financial
years, copies of the Groups consolidated unaudited statement of financial
position and statement of financial performance and statement of cash flows in
respect of such half-year;
 (iii)
    
    (compliance certificates): together with the documents
provided under clauses 12.1(a)(i) and (ii), a statement (Compliance
Certificate) signed by the Parent confirming that:
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 Amended and Restated Multi Option Facility Agreement     41




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(A)
    
    each financial covenant in clause 12.3 has
been complied with during the relevant period;
 (B)
    
    since the date of the last compliance
certificate no event that constitutes an Event of Default, Potential
Event of Default or Review Event has occurred or is subsisting other
than as set out in the certificate; and
 (C)
    
    the representations and warranties in this
Agreement are true and correct as though they have been made at the
date of the certificate in respect of the facts and circumstances then
subsisting other than as set out in the certificate;
 (iv)
    
    (Directors certificate) at the Financiers request, a
certificate signed by at least two directors of the Parent stating:
 (A)
    
    if an Event of Default or Potential Event of
Default has occurred; and
 (B)
    
    if so, full details of the relevant Event of
Default or Potential Event of Default and the remedial action being
taken or proposed;
 (v)
    
    (management accounts) as soon as practicable (and in any
event not later than 60 days) after the end of each half year management
accounts relating to the Group specifying:
 (A)
    
    half yearly, year-to-date and budget figures
in respect of the financial performance account and cash flow;
 (B)
    
    a statement of financial position as at the
end of the relevant half year;
 (C)
    
    detailed calculations demonstrating
compliance with the covenants in clause 12.3;
 (vi)
    
    (Auditors certificate) as soon as practicable (and in any
event not later than 90 days) after the close of each of its financial years a
statement signed by the Auditor confirming that in his opinion the negative
pledge and asset disposal restrictions in clause 12.2 and financial covenants
in clause 12.3 have been complied with during the relevant financial year;
 (vii)
    
    (documents issued to shareholders) promptly, all documents
issued by each Obligor as required by applicable law to its shareholders or
unitholders, as the case may be, except notices of annual general meetings
unless there is any business to be conducted at an annual general meeting
other than approval of the accounts;
 (viii)
    
    (prospectuses) a copy of any prospectus or other document intended for
public release, released by an Obligor, relating to the issue of any security
to the public, promptly following its release; and
 (ix)
    
    (other information) upon request, such other information,
including, without limitation, copies of any valuations obtained, in relation
to its and the Groups financial condition or business (including, without
limitation, such information as will enable the Financiers at any time to
determine compliance with clauses 12.2 and 12.3) as the Financiers may
reasonably request;
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(b)
    
    (accounting principles) it will ensure that each set of accounts furnished to
the Financiers under clauses 12.1(a)(i) and (a)(ii) shall:
 (i)
    
    be prepared in accordance with clause 1.5; and
 (ii)
    
    give a true and fair view of the state of affairs of the
relevant entity and the result of its operations, as at the date, and for the
period ending on the date, to which such accounts are prepared;
 (c)
    
    (Authorisations) it will use its best endeavours to ensure that:
 (i)
    
    all Authorisations required for the validity, enforceability
and performance of its obligations under the Transaction Documents; and
 (ii)
    
    all Authorisations which are material to the carrying on of
the business of the Group (taken as a whole) where failure to do so has or is
likely to have a Material Adverse Effect,
  (d)
    
    (notice to Financiers) it will give notice to the Financiers as soon as it
becomes aware of the same of:
 (i)
    
    any Event of Default or Potential Event of Default;
 (ii)
    
    all litigation, arbitration or similar proceedings to which
any Borrower is a party involving a claim in excess of AUD10,000,000 (or,
where the claim is denominated in a currency other than AUD, the equivalent in
that currency of AUD10,000,000, calculated at the Financiers Spot Rate two
Business Days beforehand);
 (iii)
    
    any proposal by any Government Agency to acquire
compulsorily the whole or a substantial part of the Assets or business of an
Obligor;
 (iv)
    
    any substantial dispute between any Obligor and any
Government Agency;
 (v)
    
    the appointment of an inspector under any companies
legislation to investigate all or any part of the affairs of any Obligor in
relation to a possible contravention by it of that legislation;
 (vi)
    
    the acquisition by it of a Subsidiary;
 (vii)
    
    where such event has had or is reasonably likely to have a
Material Adverse Effect:
 (A)
    
    any breach of any Environmental Law; or
 (B)
    
    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; and
 (viii)
    
    any change in its Authorised Officers, giving specimen signatures of any new
Authorised Officer so appointed and any major change in management or other
personnel which may have a significant impact on the conduct of the business
of any Obligor;
 (e)
    
    (corporate existence) it will, and will ensure that each Group Company will,
do all things necessary to maintain its existence in good standing and will not
transfer its
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 Amended and Restated Multi Option Facility Agreement     43




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jurisdiction of creation or enter into any merger or consolidation and/or default
in a material respect in complying with the provisions of the Corporations Actor
any analogous law in any Relevant Jurisdiction;
 (f)
    
    (revaluation) it will, on those occasions when the Financiers consider that
the circumstances render it reasonable to do so (and the Financiers having their
reasons for so considering), obtain a revaluation of any Tangible Asset by a valuer
approved by the Financiers, at its expense;
 (g)
    
    (insurance) it must, and must ensure that each Group Company will:
 (i)
    
    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
Agreement;
 (ii)
    
    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
 (iii)
    
    promptly following a request by the Financier, provide the
Financier with any certificates of currency or other evidence of currency in
respect of all insurances required to be maintained by it under this
Agreement;
 (h)
    
    (accounts) it shall maintain proper books of record and account in which
full, true and correct entries will be made of all dealings or transactions of or in
relation to its business and affairs in accordance with generally accepted accounting
practices consistently applied;
 (i)
    
    (reserves) it shall maintain adequate reserves in its books of account for
all appropriate expenses, costs and contingencies in accordance with generally
accepted accounting practices consistently applied including (without limitation)
reserves for all taxes, assessments, charges, levies, claims, doubtful debts, premiums
due on required prepayment, depreciation, obsolescence and amortisation;
 (j)
    
    (inspection) it shall permit the Financiers to inspect any of its Assets and
to examine the minute books, books of account and other records reasonably requested
by the Financiers and to make copies or take extracts and discuss its affairs,
finances and accounts with its officers and the Auditor during normal business hours
and at such other reasonable times and as often as the Financiers may reasonably
request;
 (k)
    
    (maintenance of property) unless its Assets comprise less than 2% of the
Total Tangible Assets or its profits from ordinary activities account for less than 2%
of EBITDA, it shall maintain, keep and preserve all of its Assets in good repair,
working order and condition allowing for fair wear and tear except where the failure
to do so would not have a material adverse effect on:
 (i)
    
    the financial condition of the Obligor;
 (ii)
    
    its ability to perform any of its obligations under a
Transaction Document; or
 (iii)
    
    any encumbrance provided to a Financier by that Obligor.
 (l)
    
    (change in ownership or control) it shall notify the Financiers in writing as
soon as practicable and in any event within 30 days of it becoming aware of any Change
of Control or an intention to effect a Change of Control of the Parent;
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(m)
    
    (new Related Party) it shall notify the Financier in writing as soon as
practicable and in any event within 30 days of it becoming aware of an entity becoming
a Related Party of an Obligor or it becoming aware of an intention to cause an entity
to become a Related Party of an Obligor. Such notice shall state whether, at that
time, financial accommodation has been provided by the Financiers or any Affiliate
Financiers to that entity;
 (n)
    
    (business activities) it shall ensure that the Group maintain secondary metal
recycling, collection and processing and related activities as core business
activities of the Group;
 (o)
    
    (risk management) it shall only engage in foreign exchange, swap, futures
contracts, forward contracts or similar transactions where such transactions are
linked to the risk management (as determined by the risk management policy guidelines
set down by the board of directors of the Parent from time to time and provided to the
Financiers) of that Obligors Financial Indebtedness or underlying foreign currency
exposure;
 (p)
    
    (Board of Directors) to the extent it is able, it must do all things
necessary to ensure that the board of directors of the Parent and of it is comprised
of persons more than half of whom:
 (i)
    
    are not appointed by, or appointed to represent the interests
of, any substantial shareholder (as that term is understood in the
Corporations Act) in the Parent; and
 (ii)
    
    are not Associates of any substantial shareholder (as that
term is defined in the Corporations Act) of the Parent (other than by being a
director of an Obligor); and
 (iii)
    
    are not employed by the Parent or any of its Subsidiaries;
 (q)
    
    (Deed of Warranty) ensure that Sims Group Australia Holdings Limited (ABN 37
008 634 526) does not assign, encumber or amend or consent or acquiesce to the
assignment, encumbering or amendment of the Deed of Warranty or interests thereunder;
 (r)
    
    (constituent documents) it will not amend its constituent documents where
such amendment has or would be likely to have a Material Adverse Effect;
 (s)
    
    (arms length dealings) it will not deal with any other party except at arms
length for full commercial consideration in the ordinary course of business;
 (t)
    
    (most favoured nation  facilities) in the event that, in the reasonable
opinion of the Parent, the terms of a Transaction Document, whether alone or in
combination with another Transaction Document, except those terms related to pricing
(including, without limitation, fees and margins), facility limits and repayment dates
become less favourable in any material respect than the terms in any Other Bank
Documents (including, without limitation, granting any Security Interest to any other
party other than a Security Interest which it is permitted by the terms of the
Transaction Documents to grant to another party, but excluding terms related to
pricing, facility limits and repayment dates), it will promptly notify the Financiers
of, and upon request, amend the Transaction Documents to provide for, the same or
substantially similar terms and conditions to apply to the Financiers;
 (u)
    
    (most favoured nation  hedging) in the event that, in the reasonable
opinion of the Parent, the terms of any ISDA Master Agreement between an Obligor and a
Financier (including, without limitation, granting any Security Interest to any other
party other than a Security Interest which it is permitted by the terms of the ISDA
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     45




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Master Agreement to grant to another party, but excluding terms related to pricing,
facility limits and repayment dates) become less favourable in any material respect
than the terms of an Other Hedging Arrangement, it will promptly notify the
Financier of, and upon request, amend the ISDA Master Agreement (as applicable) to
provide for, the same or substantially similar terms and conditions to apply to the
Financier;
 (v)
    
    (conduct of business) it will conduct its business (including collecting
debts owed to it) in a proper, orderly and efficient manner;
 (w)
    
    (corporate reconstruction) the Group will 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 Financiers;
 (x)
    
    (not reduce capital) it will ensure that no Group 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 that Group Company in the preceding year, result in a reduction of the
issued ordinary capital of that Group 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 financial covenants in clause 12.3);
 (y)
    
    (comply with all laws and regulations) it will comply in all respects with
any applicable laws and regulations to which it or its assets are subject where
failure to comply would have, or is reasonably likely to have, a Material Adverse
Effect;
 (z)
    
    (ensure no Event of Default) the Parent will do everything necessary to
ensure that no Event of Default occurs and ensure that each of its Subsidiaries does
the same;
 (aa)
    
    (Taxes) it will pay:
 (i)
    
    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 of liquid assets to satisfy the liability if the contest is
unsuccessful as long as failure to pay those Taxes does not have, and is not
likely to have, a Material Adverse Effect; and
 (ii)
    
    all contested Taxes which remain due and payable by it after
final determination or settlement of the contest;
 (bb)
    
    (Environmental Laws):
 (i)
    
    it will comply with all reasonable requirements of the
Financiers concerning the application of all material Environmental Laws and
standards to or in relation to its property or any part thereof;
 (ii)
    
    it will at its cost and at such interval or intervals
nominated at any time and from time to time by the Financiers, or when
otherwise required to do so by the Financiers, provide the Financiers with
copies (certified by its company secretary as being true copies) of:
 (A)
    
    all environmental assessment and/or audit
documents prepared by it or any other person; and
 (B)
    
    any similar documents it receives from any
other independent party including, without limitation, any Government
Agency,
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 Amended and Restated Multi Option Facility Agreement     46




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in respect of its property or any part of its property; and
 (iii)
    
    it will inform the Financiers promptly of:
 (A)
    
    the existence of any material contamination
of or emanating from the property of the Obligor contrary to any
Environmental Law or standard;(B)
    
    the receipt of any material penalty notices
or material directions to clean up any property of the Obligor
issued under any Environmental Law;(C)
    
    the receipt of any notice or complaint
referred to in clause 11.1(ee)(v);(D)
    
    any revocation, suspension, modification or
refusal or failure to renew referred to in clause 11.1(ee)(vi); and(E)
    
    the commencement of any proceeding or suit,
the issue of any order or the imposition of any penalty referred to in
clause 11.1(ee)(vii); and
 (cc)
    
    (Deed of Cross Guarantee):
 (i)
    
    an Obligor:
 (A)
    
    must not consent to the amendment,
termination, revocation, suspension, repudiation of, or waive its
rights arising under, any Deed of Cross Guarantee to which it is a
party without the Financiers consent (which consent may be withheld
in the Financiers absolute discretion or, where granted, may be
subject to such terms as the Financiers, in their absolute discretion,
require); and(B)
    
    must notify the Financiers 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.
 12.2
    
    Negative pledge and restriction on disposal of Assets
  (a)
    
    create, assume, permit or suffer to exist any Security Interest over all or
any of its Assets, except for:
 (i)
    
    a Permitted Security Interest;
 (ii)
    
    any Collateral Security; and
 (iii)
    
    any Security Interest in respect of Secured Indebtedness not
exceeding 5% of Total Tangible Assets;
 (b)
    
    without the consent of the Financier, transfer, sell, assign, surrender,
convey, lease, lend (other than to members of the Group), licence, discount or
otherwise dispose of, or (subject to clause 12.2(a)) create any interest in, all or
any part of its Assets (defined as a Disposal), either in a single transaction or in
a series of transactions (whether related or not) if as a result of the Disposal,
Total Tangible Assets would be reduced by 10% or more except:
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(i)
    
    where the Disposal is in the ordinary course of day to day
trading; and
 (ii)
    
    the Disposal is of obsolete Assets no longer required for its
business;
 (c)
    
    notwithstanding anything in clause 12.2(b) above, transfer, sell, assign,
surrender, convey, lease, lend, licence, discount or otherwise dispose of any Asset to
Simsmetal Industries Limited, or make any financial accommodation available to
Simsmetal Industries Limited (whether by loan, the raising of money, gift or
otherwise) in excess of NZD10,000,000;
 (d)
    
    provide financial accommodation to persons other than Obligors (except for
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) which when added to all such other outstanding financial
accommodation provided by all other Group Companies would be in excess of
AUD35,000,000;
 (e)
    
    in the case of each Obligor, permit financial accommodation to remain owing
to it by a Group Company (other than another Obligor);
 (f)
    
    satisfy any financial accommodation an Obligor now or in the future owes to a
Group Company other than an Obligor except any financial accommodation which, in
aggregate with all other financial accommodation owed by an Obligor to a Group Company
which is not an Obligor that is satisfied in the 12 month period prior to the date on
which the financial accommodation is to be satisfied, does not exceed AUD10,000,000;
or
 (g)
    
    deposit money with a person in circumstances where the money is not repayable
unless the Obligor performs obligations (including to pay money) to that person,
except deposits which in aggregate do not exceed AUD35,000,000 at any time.
 Bürgerliches
Gesetzbuch
 12.3
    
    Financial covenants
 (a)
    
    Unless all Financiers otherwise agree in writing, each Obligor undertakes
that it will not, and will ensure that each Group Company does not, allow, permit or
suffer Secured Indebtedness to exceed 5% of Total Tangible Assets.
 (b)
    
    Each Obligor must ensure that on each Calculation Date:
 (i)
    
    the ratio of Financial Indebtedness to EBITDA for the
Calculation Period ending on that Calculation Date is not greater than 3.0:1;
 (ii)
    
    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
 (iii)
    
    Tangible Net Worth is at least 85% of the Tangible Net Worth
calculated for the last Calculation Date of the preceding financial year.
 (c)
    
    Each Obligor must ensure that:
 (i)
    
    the Guarantors (excluding any German Guarantors) will:
 (A)
    
    at all times own, in aggregate, at least 80%
of the Total Tangible Assets of the Group; and
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(B)
    
    generate at least 80% of the EBITDA for each
Calculation Period ending on a Calculation Date of the Group,
  (ii)
    
    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 must become a New Guarantor in
accordance with clause 24.1 within 3 months of the earlier of becoming the
owner of 5% of Total Tangible Assets or the relevant Calculation Date, unless
the Financier is provided with a written legal advice (in a form satisfactory
to the Financier, 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 member of the Guarantors on the terms of this
Agreement would be contrary to the law under which the Subsidiary was
incorporated or carries on a substantial portion of its business.
 13.
    
    EVENTS OF DEFAULT
 13.1
    
    Events of Default
  (a)
    
    (non-payment) any Obligor fails to pay in the manner required any amount due
and payable by it under any Transaction Document on the due date or within an
applicable grace period under any Transaction Document;
 (b)
    
    (other obligation):
 (i)
    
    any Obligor fails to observe or perform any of its other
obligations under this Agreement or any other Transaction Document; and
 (ii)
    
    if such failure is capable of remedy, it is not remedied to
the satisfaction of the Financiers by the date 14 days after such failure;
 (c)
    
    (misrepresentation) any representation, warranty or statement made or deemed
to be made by any Obligor in any Transaction Document or any document delivered under
any Transaction Document proves to have been untrue in any material respect when made
or deemed made;
 (d)
    
    (cross default):
 (i)
    
    Financial Indebtedness of:
 (A)
    
    a Group Company for an amount totalling at
least AUD5,000,000 or its equivalent; or
 (B)
    
    the Group Companies for amounts totalling (in
aggregate for all such Group Companies) at least AUD25,000,000 or its
equivalent,
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(ii)
    
    an obligation upon any person to provide finance to:
 (A)
    
    a Group Company totalling at least
AUD5,000,000 or
 (B)
    
    the Group Companies for amounts totalling (in
aggregate for all such Group Companies) at least AUD25,000,000 or its
equivalent,
  (iii)
    
    any stock or share issued by an Obligor is required to be
redeemed or repurchased in advance of its stated maturity (other than at the
option of the issuer or as agreed between the holder and the relevant issuer,
in the absence of continuing default);
 (e)
    
    (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 Financiers is likely to have a Material Adverse Effect or any
circumstance arises which may give rise to such an action, claim, requirement or
breach;
 (f)
    
    (governmental interference) a law or anything done by a Government Agency is
likely to in the opinion of the Financiers have a Material Adverse Effect;
 (g)
    
    (seizure) all or any material part of the assets of the Group are seized or
otherwise appropriated by, or custody thereof is assumed by any Government Agency, or
the 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 the Parent does not demonstrate
to the reasonable satisfaction of the Financiers 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;
 (h)
    
    (deregistration) a step is taken under section 601AA, 601AB or 601AC of the
Corporations Act to cancel the registration of any Obligor;
 (i)
    
    (ASX delisting/suspension)except with the written consent of the Financiers,
any securities of the Parent are:
 (i)
    
    not listed on at least one of:
 (A)
    
    the official list of the Australian
Securities Exchange operated by ASX Limited; or
 (B)
    
    the official list of the New York Stock
Exchange; or
 (ii)
    
    suspended from quotation or trading on any official list
referred to in paragraph (i) above for 5 consecutive trading days (except
where such suspension is requested by the Parent 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
 (iii)
    
    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,
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because the operator of the relevant stock exchange decides that the Parent
or its securities no longer meet the requirements for continued listing
(except where the Parent has requested such removal and that is the sole
basis for the removal);
 (j)
    
    (insolvency) a Group Company is Insolvent;
 (k)
    
    (Security Interests) any Security Interest over any of the Assets of any
Obligor is enforced for an amount exceeding AUD10,000,000 (or, where the amount for
which enforcement is sought is denominated in a currency other than AUD, the
equivalent in that currency of AUD10,000,000, calculated at the Spot Rate);
 (l)
    
    (suspends payment) a Group Company suspends payment of its debts generally;
 (m)
    
    (execution) a distress, attachment or execution or other process of a
government agency is issued against, levied or entered upon:
 (i)
    
    an Asset of a Group Company with a value or in an amount of
at least AUD10,000,000 or its equivalent; or
 (ii)
    
    an Asset or Assets of Group Companies totalling (in aggregate
for all such Group Companies) at least AUD25,000,000 or its equivalent.
 (n)
    
    (cessation of business) any Obligor ceases or threatens to cease to carry on
its business or disposes or threatens to dispose of the whole or a substantial part of
its:
 (i)
    
    business; or
 (ii)
    
    Assets,
  (o)
    
    (reduction of capital) without the prior written consent of the Financiers
(such consent not to be unreasonably withheld) any Group Company undertakes any
Capital Reduction if the Capital Reduction would, in aggregate with any other Capital
Reductions by that Group Company in the preceding year, result in a reduction of the
issued ordinary capital of that Group 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 financial covenants in clause 12.3);
 (p)
    
    (inspector) an inspector is appointed under any companies or trade practices
legislation to investigate all or any part of the affairs of any Obligor and that
relevant Obligor does not demonstrate to the reasonable satisfaction of the Financier
within 15 Business Days of such appointment that no Material Adverse Effect has
resulted from, or is reasonably likely to result from or be revealed by, the
investigation or as a consequence thereof;
 (q)
    
    (analogous process) anything analogous or having substantially similar effect
to anything referred to in paragraphs (k) to (p) inclusive shall occur with respect to
any Obligor;
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(r)
    
    (vitiation of Transaction Documents):
 (i)
    
    all or any part of clauses 12.2 or 12.3 of this Agreement or
of any other material provision of any Transaction Document is terminated or
is or becomes void, illegal, unenforceable or of limited force and effect; or
 (ii)
    
    a Group Company becomes entitled to terminate any material
provision of any Transaction Document (other than following the occurrence of
a termination event or an event of default under a Hedging Facility with the
Financier in respect of which the Financier is an Affected Party or the
Defaulting Party (as applicable) as defined in that Hedging Facility);
 (s)
    
    (unenforceability)
 (i)
    
    all or a material part of a Transaction Document of that
Financier is illegal, void, voidable or unenforceable;
 (ii)
    
    A Group Company becomes entitled to terminate any material
provision of any Transaction Document of that Financier (other than following
the occurrence of a termination event or an event of default under a Hedging
Facility with the Financier in respect of which the Financier is an Affected
Party or the Defaulting Party (as applicable) as defined in that Treasury
Document; or
 (iii)
    
    the execution, delivery or performance of a Transaction
Document of that Financier by an Obligor or the exercise by the Financier of
all or any of its rights under a Transaction Document breaches or results in a
contravention of any law;
 (t)
    
    (revocation of Authorisation) any Authorisation of a Government Agency which
is essential to the performance by any Obligor of its obligations under any
Transaction Document or for the validity and enforceability of any Transaction
Document is repealed, revoked or terminated or expires or is modified or amended in a
manner unacceptable to the Financiers and is not replaced by another sufficient
Authorisation;
 (u)
    
    (Change of Control) there has been a Change of Control of the Parent, and the
Financiers at any time following a review of the terms of the Transaction Documents,
which is conducted within 90 days after the date of notification to the Financiers of
the Change of Control coming into effect, by notice in writing to the Parent declares
the Change of Control to be unacceptable;
 (v)
    
    (material adverse change) any other event or series of events, whether
related or not, occurs (including, without limitation, any material adverse change in
the business, Assets or financial condition of the Parent) which in the reasonable
opinion of the Financiers may have a Material Adverse Effect;
 (w)
    
    (event of default) an event of default, termination event (other than a
termination event under a Hedging Facility with the Financier in respect of which the
Financier is an Affected Party (as defined in that Hedging Facility)) or other
similar event occurs with respect to a Group Company under any agreement relating to
Financial Indebtedness between a Group Company and the Financier including the
occurrence of an event which is an event of default with respect to a Group Company
under any Transaction Document of that Financier other than this Agreement, or any
other event occurs which renders enforceable a Transaction Document which comprises or
includes a Guarantee; or
 (x)
    
    (Disposal without consent) a disposal of Assets under clause 12.2(a) to (c)
(inclusive) which cannot be prohibited pursuant to Section 1136 of the German
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Civil Code (Bürgerliches Gesetzbuch) occurs, and such disposal has not been
approved by the Financiers in writing.
 13.2
    
    Consequences of default
 (a)
    
    If an Event of Default occurs, HSBC (Australia) (on behalf of the Financiers)
may by notice to the Parent (on behalf of all the Obligors):
 (i)
    
    declare the Amount Owing by the Obligor to each Financier to
be either:
 (A)
    
    payable on demand; or
 (B)
    
    immediately due and payable without further
demand, notice or other legal formality of any kind; or
 (ii)
    
    declare the Facilities terminated and the Commitment of each
Financier cancelled;
 (iii)
    
    require the Obligor to pay to the relevant Financier an
amount equal to the aggregate of the total Face Value Amount of all Current
Bank Guarantees, Current Standby Letters of Credit and Current Documentary
Credits denominated in AUD and the Dollar Equivalent of the total Face Value
Amount of all Current Bank Guarantees, Current Standby Letters of Credit and
Current Documentary Credits denominated in an Approved Currency,
  (b)
    
    A notice given under clause 13.2(a) is effective on receipt.
 (c)
    
    If HSBC (Australia) (on behalf of the Financiers) gives a notice under clause
13.2(a)(i)(B) or under clause 13.2(a)(iii), the Obligor must immediately pay to each
relevant Financier the Amount Owing by the Obligor to that Financier in full.
 13.3
    
    Cash Cover
 (a)
    
    Each Financier must hold by way of cash cover any money paid to it under
clause 5.2(b) and clause 13.2(a)(iii) in respect of the contingent liability under any
Current Bank Guarantee, Current Standby Letter of Credit and Current Documentary
Credit.
 (b)
    
    After applying the money held by it by way of cash cover under clause 13.3(a)
in or towards satisfaction of the contingent liabilities referred to in that clause, a
Financier may set-off against any remaining balance any amount due and owing to it
under or in connection with this Agreement.
 (c)
    
    A Financier may give notice to the Parent requiring it to pay additional
money by way of cash cover to that Financier so that, in its good faith opinion, the
total amount paid is equal to that Financiers total maximum liability under all
Current Bank Guarantees, Current Standby Letters of Credit and Current Documentary
Credits. Any further payments must be on the same terms as the original payment.
 (d)
    
    Each Financier will pay interest to the Parent on the balance of any amount
paid to it by the Parent under clause 13.2(a)(iii) or clause 13.3(c) after applying
money held by way of cash cover toward satisfaction of contingent liabilities under
clause 13.3(a) at the rate payable by that Financier from time to time to its
customers on similar amounts until the date determined in accordance with clause
13.3(e).
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(e)
    
    The remaining balance (including interest) of the amounts paid by the Parent
under clause 13.2(a)(iii) and clause 13.3(c) will be repaid to the Parent on:
 (i)
    
    the expiry or cancellation of all Current Bank Guarantees,
Current Standby Letters of Credit and Current Documentary Credits; and
 (ii)
    
    the payment in full of all money which the Obligors are
liable or may become actually or contingently liability to pay to the
Financiers under or in connection with this Agreement.
 13.4
    
    Technical Event of Default
  (a)
    
    it is given because of the occurrence of an Event of Default specified in
clauses 13.1(b), 13.1(c), 13.1(d), 13.1(n), 13.1(o) or 13.1(r); and
 (b)
    
    within two Business Days of the notice the Obligor is able to show to the
Financiers absolute satisfaction and in the Financiers absolute discretion that:
 (i)
    
    in the case where the notice relates to any of the Events of
Default specified in clauses 13.1(b), 13.1(c), 13.1(d) or 13.1(r), the
relevant Event of Default has been cured; or
 (ii)
    
    in the case where the notice relates to any of the Events of
Default specified in clauses 13.1(n) or 13.1(o), the continuation of the
relevant Event of Default does not have a Material Adverse Effect.
 13.5
    
    Money received after Event of Default
  (a)
    
    despite the acceptance of any part of the money payable under this Agreement
after any Event of Default; and
 (b)
    
    despite any previous or other Event of Default.
 14.
    
    REVIEW EVENT
 14.1
    
    Listing
 Listing Review
Period
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15.
    
    INTEREST ON OVERDUE AMOUNTS
 15.1
    
    Default interest
 (a)
    
    In respect of any amount due and payable by an Obligor to a Financier under a
Transaction Document but unpaid (including interest payable under this clause 15.1),
that Obligor must pay interest on that amount to the Financier on demand.
 (b)
    
    Interest under clause 15.1(a):
 (i)
    
    accrues on each unpaid amount from and including the due date
for payment to the date of actual payment at the Overdue Rate calculated with
reference to successive periods of a length selected by the Financier or, if
no selection is made, of quarterly intervals, starting on the due date for
payment;
 (ii)
    
    accrues from day to day;
 (iii)
    
    is calculated on the basis of the actual number of days
elapsed (including the first day but excluding the last) and, if the unpaid
amount is in USD, a 360 day year or, if the unpaid amount is in any other
Approved Currency, a 365 day year; and
 (iv)
    
    may be compounded by the relevant Financier at intervals
selected by that Financier or, if no selection is made, at quarterly
intervals.
 15.2
    
    Additional interest
  (a)
    
    the rate payable under the judgment; and
 (b)
    
    the rate referred to in clause 15.1(b).
 16.
    
    INDEMNITIES
 16.1
    
    General indemnity
 (a)
    
    Each Obligor unconditionally and irrevocably indemnifies each Financier
against any Claim suffered or incurred or payable by the Financier arising directly or
indirectly as a result of:
 (i)
    
    an Event of Default or Potential Event of Default or the
exercise or attempted exercise by the Financier of a right or power arising
from an Event of Default or Potential Event of Default;
 (ii)
    
    the failure of an Obligor to make a prepayment or repayment
in accordance with this Agreement;
 (iii)
    
    the use, operation, maintenance or repair of the property
subject to a Collateral Security or the breach of an Environmental Law
affecting the property subject to a Collateral Security; or
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(iv)
    
    in the case of HSBC (Australia), any amount paid by HSBC
(Australia) to HSBC (UK), HSBC (US) or HSBC (HK) in connection with any amount
which is due and unpaid by a UK Borrower, a US Borrower, a German Borrower, a
HK Trade Borrower or a US Trade Borrower to HSBC (UK), HSBC (US) and HSBC (HK)
respectively.
 (b)
    
    Without limiting clause 16.1(a), the indemnity of each Obligor includes an
indemnity against loss of profit or other loss, cost, penalty, expense or Tax incurred
or payable by a Financier in:
 (i)
    
    liquidating or redeploying funds acquired from third parties;
or
 (ii)
    
    terminating, reversing or varying arrangements to fund a
Facility or any part of it or any interest rate or currency hedge, related
trading position or other derivatives arrangement put in place by the
Financier in respect of the Facility or any part of it.
  (c)
    
    Without limiting clause 16.1(a), the indemnity of each Obligor includes an
indemnity for legal costs and other expenses (and Taxes on those amounts) on a full
indemnity basis.
 16.2
    
    Currency indemnity
 Required Currency
 (a)
    
    the obligations of that Obligor are discharged only to the extent that the
Financier or Controller may purchase the Required Currency with that other currency in
accordance with its usual banking procedures on receipt of that amount; and
 (b)
    
    that Obligor indemnifies the Financier or Controller in respect of, and will
immediately pay to the Financier or to the Controller, the amount of any shortfall
between the amount in the Required Currency which may be purchased under clause
16.2(a), after deducting any costs of exchange and any other related costs and Taxes,
and the relevant sum payable under the Transaction Documents.
  16.3
    
    Survival of indemnities
 (a)
    
    The indemnities in this Agreement are continuing obligations of each Obligor,
separate and independent from the other obligations of that Obligor and survive the
termination of this Agreement or any other Transaction Document.
 (b)
    
    It is not necessary for a Financier to incur expense or make payment before
enforcing a right of indemnity under this Agreement.
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17.
    
    ASSIGNMENT
 17.1
    
    Assignment by Borrowers
  17.2
    
    Assignment by Financiers
  (a)
    
    any necessary prior Authorisation is obtained; and
 (b)
    
    the Parent has given its prior written consent to such assignment, novation,
transfer, sub-participation or other disposal or dealing, which consent:
 (i)
    
    must not be unreasonably withheld; and
 (ii)
    
    will be deemed to be given if no response is received within
15 days of a request for such consent.
 17.3
    
    Disclosure
  18.
    
    SET-OFF
 18.1
    
    Set-off
  (a)
    
    whether the account is subject to notice;
 (b)
    
    whether the account is matured or the amount is due; or
 (c)
    
    the currency of the account or the Amount Owing.
 18.2
    
    Currency conversion
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18.3
    
    Additional right
  19.
    
    PRESERVATION OF RIGHTS
 19.1
    
    No merger
 (a)
    
    No Transaction Document merges, discharges, postpones or adversely affects in
any other way the rights, remedies or powers of a Financier under any other
Transaction Document.
 (b)
    
    Nothing in any Transaction Document merges, discharges, postpones or
adversely affects in any other way a Collateral Security or any of the rights,
remedies or powers of a Financier against any person.
 (c)
    
    If a judgment is made in favour of a Financier against an Obligor in respect
of the Amount Owing or any part of it, the Financier holds the judgment collaterally
with the Transaction Documents as security for payment of the Amount Owing and no
Transaction Document merges in the judgment.
 19.2
    
    Moratorium legislation
  (a)
    
    lessen or vary in any other way an Obligors obligations under a Transaction
Document; or
 (b)
    
    delay, curtail or prevent or adversely affect in any other way the exercise
by a Financier or a Controller appointed by a Financier of any of its rights, remedies
or powers under a Transaction Document.
 19.3
    
    Waiver and exercise of rights
 (a)
    
    A waiver by a Financier of a provision of or of a right under a Transaction
Document is binding on the Financier only if it is given in writing and is signed by
the Financier or an Authorised Officer of the Financier.
 (b)
    
    A waiver of a breach by an Obligor of a Transaction Document is binding on a
Financier only if that waiver is consented to by all Financiers;
 (c)
    
    A waiver is effective only in the specific instance and for the specific
purpose for which it is given.
 (d)
    
    A single or partial exercise of a right by a Financier does not prevent
another exercise or attempted exercise of that right or the exercise of another right.
 (e)
    
    Failure by a Financier to exercise or delay in exercising a right does not
prevent its exercise or operate as a waiver.
 (f)
    
    A Financier is not liable for any loss, cost or expense of the Borrower
caused or contributed to by the waiver, exercise, attempted exercise, failure to
exercise or delay in the exercise of a right.
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19.4
    
    Rights cumulative
  19.5
    
    Further assurances
  (a)
    
    give full effect to a Transaction Document; or
 (b)
    
    more fully secure the rights, remedies and powers of the Financier under a
Transaction Document or to enable the Financier to exercise those rights, remedies and
powers; or
 (c)
    
    perfect or complete any transfer or assignment referred to in clause 17 and
the benefit of any Collateral Security in relation to any transfer or assignment,
 including signing and delivering documents.19.6
    
    Time of the essenceTime is of the essence of the performance by an Obligor of each of its obligations under
each Transaction Document.20.
    
    NOTICES20.1
    
    Requirements
  (a)
    
    in legible writing and in English and copied to the Parent;
 (b)
    
    addressed to the recipient at the address or facsimile number set out below
or to any other address or facsimile number that a party may notify to the other:to each Australian Borrower:
 Address:
    
    Level 12, Suite 1202
65 Berry Street
North Sydney NSW 2060
AustraliaAttention:
    
    Company SecretaryFacsimile No:
    
    +61 2 9956 9101to each US Borrower:Address:
    
    Sims Metal Management
110 Fifth Avenue, Suite 700
New York, NY 10011 USAAttention:
    
    Company SecretaryFacsimile No:
    
    (1-212) 604 0453
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to the UK Borrower:Address:
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
United KingdomAttention:
    
    Company SecretaryFacsimile No:
    
    1789 720 940to each German Borrower:Address:
    
    Rathenaustrasse 10
59191 Bergkamen
GermanyAttention:
    
    Marc FallerFacsimile No:
    
    +49 2307 9737-99to the HK Trade Borrower:Address:
    
    RM 5407, 54F
Hopewell Centre
183 Queens Road East
Wanchai HKAttention:
    
    Ms Las HuiFacsimile No:
    
    2866 4900to the US Trade Borrower:Address:
    
    c/o Sims Metal Management
110 Fifth Avenue
Suite 700
New York, NY 10011 USAAttention:
    
    Myles A. PartridgeFacsimile No:
    
    (1-212) 604 0722to HSBC (Australia):Address:
    
    Level 31, 580 George Street
Sydney NSW 2000
AustraliaAttention:
    
    Relationship Manager, Large CorporatesFacsimile No:
    
    (61-2) 9006 5777to HSBC (US):Address:
    
    452 Fifth Avenue, New York, New York 10018 USAAttention:
    
    Vice President
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Facsimile No:
    
    (1-212) 525 2555to HSBC (UK):Address:
    
    City Corporate Banking Centre, 60 Queen Victoria Street, London, EC4N 4TRAttention:
    
    Simon AdcockFacsimile No:
    
    (44) 08455 878 676to HSBC (HK):Address:
    
    Level 10, 1 Queens Road
Central Hong KongAttention:
    
    Commercial Banking, Group 1Facsimile No:
    
    (852) 2840 0457
 (c)
    
    signed by the party or, where the sender is a company, by an Authorised
Officer or under the common seal of the sender; and(d)
    
    sent to the recipient by hand, prepaid post (airmail if to or from a place
outside Australia) or facsimile.
 20.2
    
    Receipt
  (a)
    
    if sent by hand, when left at the address of the recipient;
 (b)
    
    if sent by prepaid post, 3 days (if posted within a Relevant Jurisdiction to
an address in the Relevant Jurisdiction) or 10 days (if posted from one country to
another) after the date of posting; or
 (c)
    
    if sent by facsimile, on receipt by the sender of an acknowledgment or
transmission report generated by the senders machine indicating that the whole
facsimile was sent to the recipients facsimile number,
  21.
    
    GENERAL PROVISIONS
 21.1
    
    Invalid or unenforceable provisions
  (a)
    
    it is to be read down or severed in that jurisdiction to the extent of the
invalidity or unenforceability; and
 (b)
    
    that fact does not affect the validity or enforceability of that provision in
another jurisdiction or the remaining provisions.
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21.2
    
    Financiers certificate
  21.3
    
    Certifications
  21.4
    
    AmendmentThis Agreement may be amended only by a document signed by all parties.21.5
    
    CounterpartsThis Agreement may be signed in counterparts and all counterparts taken together constitute
one document.21.6
    
    Successors and assignsThis Agreement is binding on, and has effect for the benefit of, the parties and their
respective successors and permitted assigns.22.
    
    CROSS GUARANTEE22.1
    
    ConsiderationEach Guarantor agrees that it grants this guarantee for valuable consideration including,
without limitation, the Financiers, at the request of each Guarantor, entering into this
Agreement, and the Financiers making available and/or continuing to make available the
Commitment to the Borrowers.22.2
    
    GuaranteeEach Guarantor unconditionally and irrevocably guarantees jointly and severally the due and
punctual payment and satisfaction of the Amount Owing by each Borrower to the Financiers.22.3
    
    Financiers right to demandIf a Borrower defaults in the due and punctual payment or satisfaction of any of the Amount
Owing, the Guarantors will pay the whole amount of the Amount Owing to the Financiers
immediately upon demand by the Financiers, or as otherwise directed by the Financiers,
after any Event of Default has occurred which has not been waived by the Financiers, or
remedied to the Financiers satisfaction. The Financiers may make such a demand on any
Guarantor from time to time and whether or not demand has been made on the Borrowers.22.4
    
    IndemnityFor the consideration mentioned in clause 22.1, if the whole or any part of the Amount
Owing:
 (a)
    
    is irrecoverable or has never been recoverable by the Financiers from the
Borrowers or from a Guarantor as Guarantor;
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(b)
    
    cannot be enforced against the Borrowers or against a Guarantor as Guarantor;
or
 (c)
    
    is not paid to the Financiers for any other reason,
  (d)
    
    any legal limitation, disability, incapacity, lack of power or lack of
authority of or affecting any person;
 (e)
    
    any of the transactions relating to the Amount Owing or the Transaction
Documents being void, voidable, illegal or unenforceable (whether or not any of the
matters or facts relating thereto have been or ought to have been within the knowledge
of the Financiers); or
 (f)
    
    any other fact, matter or thing whatsoever,
  22.5
    
    Separate and principal obligation
  22.6
    
    Continuing obligations
  22.7
    
    Obligations of Guarantors unaffected
  (a)
    
    any release, failure or agreement not to sue, discharge, relinquishment,
waiver, replacement, amendment, variation, increase, decrease or compounding of the
obligations of the Borrowers or of any other person (other than an express written
release of or express written waiver for the benefit of the Guarantor) under this
Agreement or any other Transaction Document or of the Amount Owing including, without
limitation:
 (i)
    
    any increase or other variation in the financial
accommodation provided under this Agreement or the incurring of further or
additional obligations by the Borrowers to the Financiers;
 (ii)
    
    any variation in the time or method of payment of any amount
payable under this Agreement or any other Transaction Document; or
 (iii)
    
    any increase or other variation in the interest rate payable
under this Agreement or in the method of the calculation thereof;
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(b)
    
    any of the obligations of the Borrowers, the Guarantor or any other person
under this Agreement being or becoming wholly or partially illegal, void, voidable or
unenforceable, whether by reason of any law or for any other reason whatsoever;
 (c)
    
    any waiver, replacement, amendment, variation, increase, decrease or
compounding of the obligations of the Guarantor (other than an express waiver for the
benefit of the Guarantor) under this Agreement or any other Transaction Document
including, without limitation:
 (i)
    
    in respect of a Cash Advance Facility, any variation of the
Margin or the Commitment Fee applicable to that Cash Advance Facility;
 (ii)
    
    in respect of a Trade Facility, any variation of the Margin,
the Commitment Fee or the import and export fees applicable to that Trade
Facility; and
 (iii)
    
    in respect of a Bank Guarantee and Standby Letter of Credit
Facility, any variation of the Guarantee Fee or Establishment Fee applicable
to that Bank Guarantee and Standby Letter of Credit Facility;
 (d)
    
    any dealing, act or omission, whether constituting an election, waiver,
estoppel or otherwise, by the Financiers with respect to any judgment for payment of
moneys, speciality instrument (negotiable or otherwise) or other security recovered,
held or enforceable by it in respect of all or any of the Amount Owing;
 (e)
    
    any delay, laches, acquiescence, mistake, act or omission on the part of the
Financiers or any other person;
 (f)
    
    any part of the moneys forming part of the Amount Owing being or becoming
irrecoverable or never having been recoverable or any part of the obligations forming
part of the Amount Owing being or becoming unenforceable or never having been
enforceable;
 (g)
    
    any irregularity or deficiency in the execution of this Agreement by the
Borrowers, the Guarantor or any other person (other than the Financiers) or any lack
or abuse of authority or power of any person in relation to any such execution;
 (h)
    
    any failure by any person to give or require any certificate or other
instrument in connection with this Agreement or otherwise;
 (i)
    
    any non-compliance by the Financiers or any other person with the provisions
of any law or any non-compliance by the Financiers or any other person with any
provisions of any agreement with the Borrowers or the Guarantor relating to any Amount
Owing or any omission or negligence by the Financiers or any other person in relation
to the Borrowers or the Guarantor;
 (j)
    
    any law or judgment staying or suspending all or any of the rights of the
Financiers against the Borrowers, the Guarantor, or any other person (by operation of
law or otherwise);
 (k)
    
    any person becoming or not becoming the Guarantor of the Amount Owing or any
part thereof or any discharge or release of any such person;
 (l)
    
    the granting of any time, credit, further advances or concession to the
Borrowers, the Guarantor or any other person, with or without the imposition of any
additional burden;
 (m)
    
    any judgment or rights which any person may have or exercise against the
Borrowers, the Guarantor or any other person;
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(n)
    
    the insolvency, bankruptcy, winding up, receivership, reconstruction,
reorganisation or amalgamation of the Borrowers, the Guarantor or any other person;
 (o)
    
    the Borrowers, the Guarantor or any other person entering into any scheme of
arrangement, composition, assignment for the benefit of, or other arrangement with,
creditors or the receipt by the Financiers of any moneys thereunder or any reduction
of capital in or voluntary administration of the Borrowers, the Guarantor or any other
person;
 (p)
    
    any change in the membership of any partnership, trust, or other association
of which the Borrowers, the Guarantor or any other person is a member (whether any
such change occurs by reason of the death or retirement of any partner or the
admission of any new partner or otherwise howsoever), any change in the nature of, or
the cessation of, the business carried on by such persons or the fact that the
Borrowers or the Guarantor is not (or having once been a member of such partnership,
trust or other association, is no longer) a member of any such partnership, trust or
other association;
 (q)
    
    the fact that the Borrowers, the Guarantor or any other person may enter into
agreements or transactions with or incur obligations to the Financiers;
 (r)
    
    any transfer, assignment, participation, sub-participation, novation or
syndication of, or other dealing with, the benefit of this Agreement or any other
Transaction Document by the Financiers;
 (s)
    
    the granting of any Security Interest, guarantee or indemnity by the
Borrowers, the Guarantor or any other person to the Financiers or the failure to take
or obtain or the loss or impairment of any Security Interest, guarantee or indemnity
from the Borrowers, the Guarantor or any other person or the failure to register or
perfect any such Security Interest;
 (t)
    
    the discharge or termination of this Agreement or any other Transaction
Document given by the Borrowers, the Guarantor or any other person or any composition,
compromise, release, waiver, variation, relinquishment or renewal of the obligations
of the Borrowers, the Guarantor or any other person thereunder or of any rights of the
Financiers thereunder;
 (u)
    
    any setting aside or avoidance of any payment by the Borrowers or the
Guarantor for any reason whatsoever;
 (v)
    
    the fact that any negotiable or other instrument is still in circulation or
outstanding; or
 (w)
    
    any other fact, matter, circumstance or thing whatsoever which, but for this
provision, could or might operate to prejudice, release, discharge or otherwise affect
a Guarantors obligations under this Agreement.
 22.8
    
    Recourse to Guarantors
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22.9
    
    Dealings with this Agreement
  (a)
    
    any release or other dealing with this Agreement or any other Transaction
Document including, without limitation, any prejudice to or loss of any rights of
subrogation; or
 (b)
    
    the Financiers failing or neglecting to recover, any moneys owing or to
become owing to the Financiers by the Borrowers or the Guarantor.
 22.10
    
    No marshalling
  22.11
    
    Exercise of the Financiers rights
  22.12
    
    Waiver of rights by Guarantors
  22.13
    
    No rights against Financiers
  22.14
    
    Rights against Borrowers
  22.15
    
    No rights in winding up of Borrowers
  (a)
    
    the Guarantor will not (except in circumstances where the Financiers do not
prove in the name of the Guarantor in accordance with clause 22.16(a) prove or claim
in competition to the Financiers so as to diminish any distribution, dividend or
payment which, but for such proof or claim, the Financiers would be entitled to
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receive thereunder and the Guarantor will not claim or receive the benefit of any
distribution, dividend or payment arising out of or relating thereto; and
 (b)
    
    the Financiers may prove or claim for the full amount of the Amount Owing and
payments received by the Financiers from the Guarantor under this Agreement, or from
the enforcement of any Security Interest granted to the Financiers by a Guarantor,
will not affect the Financiers right to prove or claim for the full amount of the
Amount Owing.
 22.16
    
    Prove in winding up
 (a)
    
    Upon the winding up, bankruptcy or receivership of the Borrowers (or any
other person) or upon the Borrowers (or such other person) entering into any scheme of
arrangement, composition, assignment or arrangement with its creditors or members, the
Guarantor authorises the Financiers to (without being obliged to do so):
 (i)
    
    prove, in the name of the Guarantor, for all moneys for which
the Borrowers are liable to the Guarantor, including any moneys which the
Guarantor has paid under this Agreement; and/or
 (ii)
    
    retain and carry to a separate account and appropriate at the
Financiers discretion any distribution, dividend or payment received
thereunder until the Amount Owing have been paid or satisfied in full; and/or
 (iii)
    
    do anything and exercise all rights which the Guarantor
could lawfully do or exercise in such proceedings,
  (b)
    
    The Financiers must notify the Guarantor in writing if it does not intend to
prove in the name of the Guarantor under clause 22.16(a)(i).
 22.17
    
    Reinstatement of beneficiarys rights
  (a)
    
    the Guarantor will, at its own expense, promptly do, execute and deliver, and
cause any relevant third person to do, execute and deliver, all such acts and
instruments as the Financiers may require to reinstate the guarantee under clause 22.2
and to restore to the Financiers any Security Interest, guarantee, indemnity or other
security held by them or any of them immediately prior to such payment, satisfaction,
settlement, obligation, transaction, conveyance or transfer; and
 (b)
    
    if the claim is upheld, compromised or admitted, the Financiers shall be
entitled to the same rights, powers and remedies against the Guarantor as it would
have had if the relevant moneys had never been applied in payment or satisfaction of
the Amount Owing or if such settlement, obligation, transaction, conveyance or
transfer had not been incurred or taken place,
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22.18
    
    Cross-Guarantee
  (a)
    
    the only person included in the definition of Borrowers; and
 (b)
    
    excluded from the definition of Guarantor.
 22.19
    
    German Guarantors
 (a)
    
    To the extent that the guarantee and indemnity contained in clause 22.2 and
clause 22.4 is granted by a German Guarantor (the German Guarantee and Indemnity) and
that German Guarantee and Indemnity guarantees or indemnifies 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 and Indemnity
shall be subject to certain limitations as set out in paragraph (b) below. In
relation to any other amounts guaranteed and/or indemnified, the German Guarantee and
Indemnity remains unlimited.
 (b)
    
    To the extent that the demand under the German Guarantee and Indemnity
against a German Guarantor is made in respect of amounts in relation to which the
conditions pursuant to paragraph (a) are fulfilled, the relevant German Guarantors
liability shall be limited as follows:
 (i)
    
    the German Guarantee and Indemnity shall not be enforceable
to the extent that the German Guarantor is able to demonstrate that such
enforcement has the effect of:
 (A)
    
    reducing the German Guarantors net assets
(Nettovermögen) (the Net Assets) to an amount less than its stated
share capital (Stammkapital); or
 (B)
    
    (if its Net Assets are already lower than its
stated share capital) causing such amount to be further reduced,
 GmbH-Gesetz
 (c)
    
    This clause 22.19 shall apply mutatis mutandis if the German Guarantee and
Indemnity 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.
 23.
    
    NEW BORROWER
 (a)
    
    Subject to the Financiers prior written consent, any Subsidiary of the
Parent (other than any Subsidiary of the Parent which is incorporated in New Zealand)
and any other company may become a Borrower for the purposes of this Agreement by
becoming a New Borrower by entering into an Accession Deed.
 (b)
    
    Upon execution of an Accession Deed by the Parent, New Borrower and the
Financier, the New Borrower will be taken to be an Obligor and a Guarantor for the
purposes of this Agreement with all the rights and obligations of a Borrower and
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Guarantor as if it were an original party to this Agreement and to have made the
representations and warranties in clause 11 on the date of such execution.
 (c)
    
    The Parent will ensure that before the parties execute the Accession Deed,
the Financier has received the following in form and substance satisfactory to it:
 (i)
    
    a certificate in relation to the New Borrower given by a
director of the New Borrower substantially in the form of Annexure E (with the
attachments referred to in that certificate) dated not earlier than 14 days
before the execution of the Obligor Accession Deed by the New Borrower; and
 (ii)
    
    if the New Borrower is a foreign entity, at the cost of the
New Borrower a legal opinion confirming that upon execution by the New
Borrower the Accession Deed will constitute valid, binding and enforceable
obligations of the New Borrower.
 (d)
    
    Each Guarantor irrevocably appoints the Parent to execute any Accession Deed
on its behalf.
 24.
    
    PROCUREMENT AND RETIREMENT OF GUARANTORS
 24.1
    
    Procurement of Guarantors
 (a)
    
    In order to comply with clause 12.3(c), each Obligor undertakes that (other
than with respect to entities which the Financier agrees to exclude from this clause
24) it shall procure that sufficient entities which are or become Subsidiaries of that
Obligor shall become a Guarantor by entering into an accession deed (or accession
deeds) in form and substance reasonably satisfactory to the Financier (and satisfying
any additional reasonable requirements of the Financier) whereby the New Guarantor
agrees to be bound by all the obligations, representations, warranties and other
provisions of the Cross Guarantee set out in clause 22 as if it were an original party
to this Agreement.
 (b)
    
    A Guarantor shall cease to be a Guarantor for the purposes of this Agreement,
and shall be released from all obligations or liabilities under this Agreement, only
in the event of:
 (i)
    
    such Guarantor ceasing to be a Related Party of all Obligors
following the disposal of shares (or the relevant means of control) by the
Obligors in such Guarantor, provided that the disposal of shares and the
ceasing of the Guarantor to be a Guarantor for the purposes of this Agreement
will not result in a contravention of clause 12.2 or 12.3;
 (ii)
    
    the distribution or transfer to the Obligors in the course of
a voluntary winding up or a creditors voluntary winding up (where the only
creditors are one or more Obligors) of such Guarantor of such part of the
Assets of such Guarantor being wound up as the Obligors are entitled to in
proportion to their ownership in such Guarantor; or
 (iii)
    
    the Amount Owing being fully paid or repaid to the
Financier, as the case may be, provided that any payment or repayment of the
Amount Owing which shall at any time hereafter be avoided under any law for
the time being in force relating to the winding up or official management of
companies shall be deemed never to have been made and to that extent that
liability of the Obligors in respect of such amount and this Agreement shall
subsist to the benefit of the Financier.
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(c)
    
    The Financier may in its sole and absolute discretion at any time agree to
release a Guarantor from all obligations or liabilities under this Agreement,
whereupon such Guarantor shall cease to be a Guarantor for the purposes of this
Agreement and in such event, the Financier shall at the request and cost of such
Guarantor execute and do all such deeds, acts and things as may be reasonably
necessary to release the Guarantor from such obligations and liabilities, provided
that any such agreement to release shall not affect any obligation or liability of any
other Guarantor.
 24.2
    
    New Related Party
 (a)
    
    Where, after the date of this Agreement, an entity becomes a Related Party of
an Obligor and, at such time, financial accommodation has been provided to such entity
by the Financier or any Affiliate Financiers (existing accommodation), the Financier
may, at any time within 60 days after the notification to the Financier that an entity
with existing accommodation has become a Related Party of an Obligor, by notice in
writing to that entity or any other Obligor declare:
 (i)
    
    that where the notice is given to the relevant entity, the
existing accommodation (or any lesser amount specified in the notice) is due
and payable within the period specified in the notice which shall be not less
than 60 days;
 (ii)
    
    that where the notice is given to an Obligor other than the
relevant entity, financial accommodation then provided by the Financier to
that Obligor must be reduced by payment of an amount (specified in the notice)
equal to or less than the existing accommodation within the period specified
in the notice.
 (b)
    
    Amounts specified in a notice given pursuant to paragraph (a) are payable
within the period specified in such notice.
 25.
    
    DISPUTE RESOLUTION
 (a)
    
    If an Issue, or a circumstance that is reasonably likely to result in an
Issue arises each of the Parent and the Financiers must not commence any court
proceedings relating to the Issue unless it has complied with the provisions of this
clause 25, except to seek urgent interlocutory relief.
 (b)
    
    If the Parent or the Financiers 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 of on which the Initial Notice is provided (excluding the date on which the
Initial Notice is given) (or such other period as agreed to in writing between the
Parent and the Financiers), then either the Parent or the Financiers may give a
written notice to the other specifying the nature and giving details of the Issue
(Notification).
 (c)
    
    If an Issue is resolved within ten (10) Business Days from the date on which
the Initial Notice is provided (excluding the date on which the Initial Notice is
given) (or such other period as agreed to in writing between the Parent and the
Financiers), the Parent and the Financiers must exchange written acknowledgement of
such resolution prior to the end of the ten (10) Business Day period.
 (d)
    
    Once a Notification is given in accordance with clause 25(b), a Dispute is
taken to have arisen. If no Notification is given in accordance with clause 25(b) or
the Issue is resolved and written acknowledgement has been exchanged between the
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Parent and the Financiers in accordance with clause 25(c), a Dispute will not be
taken to have arisen in relation to the Issue and the provisions of this clause 25
will no longer apply. If the provisions of this clause 25 no longer apply as a
result of the failure of either the Parent or the Financiers to give a
Notification, the matter or thing asserted by either the Parent or the Financiers
which gave rise to the Issue (Contesting Party) will be disregarded and the view of
the party other than the Contesting Party will prevail in respect of the issue
forming the subject matter of the Issue.
 (e)
    
    If the Parent and the Financiers do not resolve the 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 the
Parent and the Financiers) either the Parent or the Financiers may submit the Dispute
to expert determination.
 (f)
    
    If the Dispute is referred to expert determination under clause 25(e):
 (i)
    
    both the Parent and the Financiers 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 the Parent and the Financiers 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 the Parent and
the Financiers);
 (ii)
    
    if only the Financiers or only the Parent nominates an expert
in accordance with clause 25(f)(i), the nominated expert will be taken to have
been agreed to by both the Parent and the Financiers and that expert will be
validly appointed;
 (iii)
    
    if the Parent and the Financiers 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
independent expert with relevant expertise in accounting, legal and commercial
matters to determine the Dispute and both the Parent and the Financiers will
accept this nomination;
 (iv)
    
    where the Parent 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 25) in relation to the same subject matter as a
Dispute or Issue between the Parent and the Financiers, the Financiers agree
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;
 (v)
    
    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;
 (vi)
    
    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
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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 the
Parent and the Financiers);
 (vii)
    
    the decision of the expert is final and binding on the
Financiers and the Obligors except in the case of manifest error; and
 (viii)
    
    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);
 (B)
    
    or the appointed expert provides the Parent
and the Financiers with written confirmation that the expert is unable
to reach a decision in relation to the Dispute,
  (C)
    
    commence court proceedings; and/or
 (D)
    
    pursue any other remedies that are available
to the relevant party;
  (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 25 by the end of that Calculation
Period, the Parent and the Financiers 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 the Parent and the Financiers
first becoming aware of the Issue (excluding the date on which both the Parent and the
Financiers first become aware of the Issue) (or such other period as agreed to in
writing between the Parent and the Financiers).
 (h)
    
    The Financiers agree that prior to the resolution of the Dispute or Issue in
accordance with the provisions of this clause 25, or the termination of the dispute
resolution process as contemplated by clause 25(f)(viii), the subject matter of any
Dispute or Issue may not be taken into account in determining whether the Parent is in
breach of any of the financial undertakings contained in clause 12.3 of this Agreement
that require EBITDA to be calculated.
 (i)
    
    The Parent must bear the costs of complying with this clause 25 and comply
with the obligations under the Transaction Documents during the dispute resolution
process contained in this clause 25.
 (j)
    
    In acting under the provisions of this clause 25, the Parent and the
Financiers must at all times use reasonable endeavours to resolve any Dispute or
Issue.
 (k)
    
    Each Obligor represents and warrants for the benefit of the Financiers that
each Other Bank Document that requires or contemplates adjustments to EBITDA contains
a dispute resolution clause in substantially the same form as this clause 25.
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26.
    
    GOVERNING LAW AND JURISDICTION
 26.1
    
    Governing lawThis Agreement is governed by the laws of the state of New South Wales, Australia.26.2
    
    JurisdictionEach Obligor irrevocably and unconditionally:
 (a)
    
    submits to the non-exclusive jurisdiction of the courts of the state of New
South Wales, Australia; and
 (b)
    
    waives, without limitation, any claim or objection based on absence of
jurisdiction or inconvenient forum.
 26.3
    
    Service of process
  (a)
    
    by being delivered to or left at its address for service of notices under
clause 20.1; or
 (b)
    
    in any other way permitted by law.
 26.4
    
    Agent for service of process
 (a)
    
    Each Borrower which is not incorporated in Australia (Foreign Borrower)
irrevocably appoints the Parent as its agent to receive service of process in any
proceedings about a Transaction Document.
 (b)
    
    Each Foreign Borrower agrees that a document required to be served in
proceedings about a Transaction Document may be served:
 (i)
    
    by being delivered to or left at the address of its agent for
service of process, whether or not that agent in turn notifies the Foreign
Borrower; or
 (ii)
    
    in any other way permitted by law.
 (c)
    
    If for any reason the Parent ceases to act in its capacity as process agent
for a Foreign Borrower, the Foreign Borrower must immediately appoint a substitute
process agent approved by all Financiers in New South Wales and notify each Financier
of that appointment. Until each Financier receives that notification, it will be
entitled to treat the Parent (or its successor) as the agent of each Foreign Borrower
for the purpose of this clause.
 26.5
    
    Execution by attorneys
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Schedule 1
 CASH ADVANCE FACILITY
 1.
    
    Definitions
  Advance
 Funding Period
 Interest Payment Date
 (a)
    
    the last day of a Funding Period; and
 (b)
    
    in the case of a Funding Period of more than 6 months, the last day of each 6
month period during that Funding Period; and
 Margin
 2.
    
    Availability
  3.
    
    Amount of each Advance
  (a)
    
    for Advances denominated in AUD: AUD200,000 and thereafter in multiples of
no less than AUD100,000;
 (b)
    
    for Advances denominated in USD: USD500,000 and thereafter in multiples of
no less than USD100,000; and
 (c)
    
    for Advances denominated in GBP: GBP350,000 and thereafter in multiples of
no less than GPB50,000.
 4.
    
    Interest
 (a)
    
    A CAF Borrower must pay interest to a CAF Financier on each Advance provided
by that CAF Financier to it:
 (i)
    
    at the rate determined under section 4(b) for each Funding
Period for that Advance; and
 (ii)
    
    in arrears on each Interest Payment Date.
 (b)
    
    The rate of interest for a Funding Period is a rate of interest per annum
which is the sum of the Base Rate for that Funding Period and the Margin.
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(c)
    
    Interest under this section 4:
 (i)
    
    accrues from day to day; and
 (ii)
    
    is calculated on the basis of the actual number of days
elapsed (including the first day but excluding the last) and a 360 day year
for Advances in USD, or a 365 day year for Advances in other Approved
Currencies.
 5.
    
    Selection
  (a)
    
    subject to this section 5 and section 6:
 (i)
    
    the length of the first Funding Period is the period selected
by the relevant CAF Borrower in the Funding Notice for that Advance; and
 (ii)
    
    the length of each subsequent Funding Period for an Advance
is the period selected by the relevant CAF Borrower by notice which must be
received by the relevant CAF Financier not later than 11:00 am at least 2
Business Days before the start of the relevant Funding Period (or a later
time agreed in writing by the Financier);
 (b)
    
    the Funding Period selected pursuant to section 5(a) may be a period of 30,
60, 90, 120, 150 or 180 days or any other period that the Financier agrees in writing;
and
 (c)
    
    if a CAF Borrower does not give a notice selecting a Funding Period or
selects a Funding Period which does not comply with this section 5 or section 6, the
CAF Borrower is considered to have selected a Funding Period of 1 month or any other
period selected by the relevant CAF Financier.
 6.
    
    Funding Periods
 (a)
    
    The first Funding Period for an Advance starts on the Funding Date for that
Advance.
 (b)
    
    Each Funding Period (except the first) starts on the last day of the
preceding Funding Period.
 (c)
    
    A Funding Period which would otherwise end on a day that is not a Business
Day instead ends on the following Business Day or, if that Business Day is in another
calendar month, on the immediately preceding Business Day.
 (d)
    
    If a Funding Period starts on a day for which there is no numerically
corresponding day in the month in which the Funding Period ends, the Funding Period
ends on the last Business Day of the later calendar month.
 (e)
    
    No Funding Period may end after the Final Repayment Date. A Funding Period
which would otherwise end after the Final Repayment Date instead ends on the Final
Repayment Date.
 7.
    
    Prepayment
 (a)
    
    A CAF Borrower may only prepay an Advance provided to it by a CAF Financier
in accordance with this Agreement.
 (b)
    
    A CAF Borrower may only prepay to a CAF Financier all or any part of an
Advance provided to it by that CAF Financier by giving the CAF Financier notice of its
intention to do so by 11:00 am on the date of prepayment.
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(c)
    
    The amount of any partial prepayment of an Advance must be at least $250,000
(or its equivalent in the relevant Approved Foreign Currency) and a whole multiple of
$50,000 (or its equivalent in the relevant Approved Foreign Currency).
 (d)
    
    A notice of prepayment given under this section 7 is irrevocable.
 (e)
    
    On the proposed prepayment date, the CAF Borrower must:
 (i)
    
    prepay the amount specified in the notice of prepayment;
 (ii)
    
    pay all reasonable interest, fees, expenses and other amounts
accrued under the Transaction Documents on the amount prepaid to the
prepayment date (whether or not yet payable); and
 (iii)
    
    all reasonable costs and losses of the relevant CAF
Financier arising from an Advance being prepaid other than on the last day of
a Funding Period, as determined by the CAF Financier.
 (f)
    
    Amounts prepaid may be re-borrowed under this Agreement.
 8.
    
    Netting of Advances
 (a)
    
    If an Advance (the Maturing Advance) is due to be repaid by the CAF Borrower
on the last day of its Funding Period and a new Advance (the New Advance) is to be
made to the CAF Borrower on the same day, then:
 (i)
    
    if the amount of the New Advance is greater than the Maturing
Advance, the relevant CAF Financier is only required to actually pay on that
date an amount equal to the New Advance minus the amount of the Maturing
Advance;
 (ii)
    
    if the amount of the New Advance is less than the amount of
the Maturing Advance, the CAF Borrower is only required under section 9(a) to
actually pay to the relevant CAF Financier on that date an amount equal to the
Maturing Advance less the amount of the New Advance; and
 (iii)
    
    if the amount of the New Advance is equal to the amount of
the Maturing Advance, neither the relevant CAF Financier nor the relevant CAF
Borrower need actually pay any amount to each other in respect of the New
Advance or the Maturing Advance on that date.
 (b)
    
    This section 8 does not otherwise affect the relevant CAF Borrowers
obligations in respect of any Amount Owing.
 (c)
    
    A rollover fee of AUD75 applies in relation to each Advance netted under this
section 8.
 9.
    
    Repayment
 (a)
    
    Subject to section 8, the CAF Borrowers must repay each Advance to the
relevant CAF Financiers on the last day of its Funding Period. Subject to this
Agreement, any Advance repaid in accordance with this section 9(a) is available for
further drawing under the Cash Advance Facility.
 (b)
    
    Each CAF Borrower must pay in full to the relevant CAF Financier the Amount
Owing by that CAF Borrower under the Cash Advance Facility on the Final Repayment
Date.
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     76




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10.
    
    Review of Margin and Commitment Fee
  [*] Confidential Treatment Requested
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Schedule 2
 AUSTRALIAN TRADE FACILITIES AND HK TRADE FACILITY
  1.
    
    Definitions
  Approved Invoice
 Cost of Funds
 Credit
 Current Documentary Credit
 Debtor
 Documentary Credit
 Documentary Collection
 Expiry Date
 Export Letter of Credit
 Face Value Amount
 Funding Period
 Interest Payment Date
 Issuing Bank
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LIBOR
 (a)
    
    the rate determined by HSBC (HK) to be the arithmetic mean, expressed as a
percentage per annum (rounded up (if necessary) to four decimal places), of the rates
quoted:
 (i)
    
    at or about 11.00 am (London time) two Business Days (in
London) before the first day of that period; and
 (ii)
    
    for a period equal or comparable to that period and for value
on the first day of that period,
  (iii)
    
    where the amount is in USD, the Reuters monitor system page LIBO;(iv)
    
    where the amount is in HKD, the Reuters monitor system page
selected by HSBC (HK),
  (b)
    
    where the page referred to in paragraph (a) for the currency in which that
amount is denominated is not available, or less than two rates are quoted on that page
at that time, the rate determined by HSBC (HK) to be the arithmetic mean of the rates
expressed as a percentage per annum (rounded up (if necessary) to four decimal
places), at which deposits:
 (i)
    
    denominated in the same currency;(ii)
    
    for the same or a comparable amount;(iii)
    
    for a period equal or comparable to that period; and(iv)
    
    or value on the first day of that period,
  Margin
 Opening Date
 Repayment Date
 Trade Advance
 Trade Advance Facility
 Trade Borrowers Trade
Borrower
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Trade Financiers Trade Financier
 UCP
 2.
    
    Trade Facilities
  (a)
    
    HSBC (Australia) agrees to provide the Australian Trade Borrowers with the
Trade Facilities described below in AUD; and
 (b)
    
    HSBC (HK) agrees to provide the HK Trade Borrower with the Trade Facilities
described below in HKD or USD,
  3.
    
    Import Documentary Credit Facility
 3.1
    
    Purpose
  3.2
    
    Conditions of utilisation
  3.3
    
    Documentary Credits
 (a)
    
    A Trade Financier will only issue a Documentary Credit if the requested
Documentary Credit:
 (i)
    
    has an Opening Date which is a Business Day during the
Availability Period;
 (ii)
    
    has an Expiry Date which is not later than 120 days after the
Opening Date and is before the Final Repayment Date;
 (iii)
    
    is payable on a Business Day at the Lending Office of that
Trade Financier where the Documentary Credit is issued or any other place
approved by that Trade Financier in writing;
 (iv)
    
    is denominated in AUD (in respect of HSBC (Australia)), HKD
or USD (in respect of HSBC (HK)) or an Approved Foreign Currency;
 (v)
    
    is irrevocable and non-transferable; and
 (vi)
    
    is subject to the UCP,
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(b)
    
    A Trade Financier may pay immediately on demand (and without any prior notice
to the relevant Trade Borrower) any amount demanded pursuant to the Documentary Credit
despite:
 (i)
    
    any dispute between the relevant Trade Borrower and any
person entitled to the Documentary Credit;
 (ii)
    
    any right of set-off or other claim the relevant Trade
Borrower has against and any person entitled to the Documentary Credit;
 (iii)
    
    any direction by the relevant Trade Borrower to that Trade
Financier not to make the payment;
 (iv)
    
    any breach by the relevant Trade Borrower or any person
entitled to the Documentary Credit of any agreement between them; or
 (v)
    
    any Event of Default or Potential Event of Default.
 (c)
    
    Each Trade Borrower unconditionally and irrevocably indemnifies each Trade
Financier on demand against any Claim suffered or incurred or payable by that Trade
Financier arising directly or indirectly as a result of:
 (i)
    
    that Trade Financier issuing or making payment under a
Documentary Credit;
 (ii)
    
    any claim made or purportedly made under a Documentary
Credit; or
 (iii)
    
    any act of any person who is or claims to be entitled to the
benefit of a Documentary Credit,
  (d)
    
    The obligations of each Trade Borrower under section 3.3(c) are absolute and
unconditional.
 (e)
    
    Each Trade Borrowers obligations under section 3.3(c) are not subject to any
reduction or termination or otherwise affected or in any way limited by:
 (i)
    
    any failure or default on the part of the relevant Trade
Financier or its employees (other than negligent failure or wilful default);
or
 (ii)
    
    any falsity, inaccuracy, insufficiency or forgery of or in
any document which on its face conforms to the requirements of the Documentary
Credit under which it is given;
 (iii)
    
    any Transaction Document, Documentary Credit or agreement
being invalid or being affected by any invalidity or impossibility or
illegality of performance or any law or act of any Government Agency or
arbitrator;
 (iv)
    
    any time, waiver or other indulgence granted by the relevant
Trade Financier; or
 (v)
    
    any set-off, counterclaim, defence, deduction or other claim
the relevant Trade Borrower has against the relevant Trade Financier or any
person entitled to the Documentary Credit.
 (f)
    
    Each Trade Borrower acknowledges that the Trade Financiers are not liable or
under any duty to enquire:
 (i)
    
    as to any of the matters referred to in this section 3.3; or
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(ii)
    
    into the justification for or the validity of any demand
made, or the correctness of any document given under or for the purpose of a
Documentary Credit, or which purports to be so made or given under a
Documentary Credit; or
 (iii)
    
    the authority for, validity or genuineness of, any
signature.
 (g)
    
    The rights of each Trade Financier under this Schedule do not derogate from
any rights of subrogation, indemnity or other rights that Trade Financier has under
any law. If a conflict arises between any Trade Financiers rights under this
Schedule and any other rights, that Trade Financiers rights under this Schedule
prevail. Without limiting the generality of this section, each Trade Borrower agrees
that no Trade Financier has any greater obligations under a Documentary Credit than
are imposed by the UCP.
 3.4
    
    No liability
  4.
    
    Clean Import Advance Facility
 4.1
    
    Purpose
  4.2
    
    Conditions of utilisation
  5.
    
    Negotiation Of Discrepant Documents Under Documentary Credits (Negotiation Advance
Facility)
 5.1
    
    Purpose
  5.2
    
    Conditions of utilisation
  6.
    
    Discounting of Export Collections and Open Account Receivables Facility (Receivables Advance
Facility)
 6.1
    
    Purpose
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6.2
    
    Conditions of utilisation
  (a)
    
    a Funding Notice;
 (b)
    
    a copy of each Documentary Collection, Approved Invoice and/or Export Letter
of Credit (as the case may be);
 (c)
    
    any other document or information reasonably required by that Trade
Financier; and
 (d)
    
    evidence that the purpose of the advance is to match the local business needs
of a Group Company.
 7.
    
    Interest
 (a)
    
    Each Trade Borrower must pay interest to a Trade Financier in relation to
each Trade Advance made to the Trade Borrower by that Trade Financier under a Trade
Advance Facility:
 (i)
    
    at the rate determined under section 7(b) for the Funding
Period for that Trade Advance; and
 (ii)
    
    in arrears on each Interest Payment Date.
 (b)
    
    The rate of interest for a Funding Period is the rate of interest per annum
determined by the relevant Trade Financier to be the sum of:
 (i)
    
    in the case of Advances, the Base Rate for the Funding Period
and the relevant Margin;
 (ii)
    
    in the case of Trade Advances in Approved Currencies (other
than a Trade Advance in an Approved Currency under the Negotiation Advance
Facility provided by HSBC (HK)), Cost of Funds for that Funding Period and the
relevant Margin; and
 (i)
    
    in the case of a Trade Advance in an Approved Currency under
the Negotiation Advance Facility provided by HSBC (HK), LIBOR and the relevant
Margin.
 (c)
    
    Interest under this section 7:
 (i)
    
    accrues from day to day; and
 (ii)
    
    is calculated on the basis of the actual number of days
elapsed (including the first day but excluding the last) and a 360 day year
for Trade Advances in USD, or 365 day year for Trade Advances in other
Approved Currencies.
 8.
    
    Fees
  [*] Confidential Treatment Requested
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9.
    
    Review of Margin, Commitment Fee and import and export fees
  [*] Confidential Treatment Requested
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Schedule 3
 US TRADE FACILITY
  1.
    
    Definitions
  Credit
 Current Documentary Credit
 Documentary Credit
 Expiry Date
 Opening Date
 UCP
 2.
    
    Trade Facility
  3.
    
    Import Documentary Credit Facility
 3.1
    
    Purpose
  3.2
    
    Conditions of utilisation
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3.3
    
    Documentary Credits
 (a)
    
    HSBC (UK) will only issue a Documentary Credit if the requested Documentary
Credit:
 (i)
    
    has an Opening Date which is a Business Day during the
Availability Period;
 (ii)
    
    has an Expiry Date which is not later than 120 days after the
Opening Date and is before the Final Repayment Date;
 (iii)
    
    is payable on a Business Day at the Lending Office of that
Trade Financier where the Documentary Credit is issued or any other place
approved by HSBC (UK) in writing;
 (iv)
    
    is denominated in USD or an Approved Currency;
 (v)
    
    is irrevocable and non-transferable;
 (vi)
    
    is subject to the UCP; and
 (vii)
    
    calls for a transport document / freight cargo receipt
evidencing goods consigned / assigned to HSBC (UK),
  (b)
    
    HSBC (UK) may pay immediately on demand (and without any prior notice to a US
Trade Borrower) any amount demanded pursuant to the Documentary Credit despite:
 (i)
    
    any dispute between the relevant US Trade Borrower and any
person entitled to the Documentary Credit;
 (ii)
    
    any right of set-off or other claim the relevant US Trade
Borrower has against and any person entitled to the Documentary Credit;
 (iii)
    
    any direction by the relevant US Trade Borrower to HSBC (UK)
not to make the payment;
 (iv)
    
    any breach by the relevant US Trade Borrower or any person
entitled to the Documentary Credit of any agreement between them; or
 (v)
    
    any Event of Default or Potential Event of Default.
 (c)
    
    Each US Trade Borrower unconditionally and irrevocably indemnifies HSBC (UK)
on demand against any Claim suffered or incurred or payable by HSBC (UK) arising
directly or indirectly as a result of:
 (i)
    
    HSBC (UK) issuing or making payment under a Documentary
Credit;
 (ii)
    
    any claim made or purportedly made under a Documentary
Credit; or
 (iii)
    
    any act of any person who is or claims to be entitled to the
benefit of a Documentary Credit,
  (d)
    
    The obligations of each US Trade Borrower under section 3.3(c) are absolute
and unconditional.
 [*] Confidential Treatment Requested
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(e)
    
    Each US Trade Borrowers obligations under section 3.3(c) are not subject to
any reduction or termination or otherwise affected or in any way limited by:
 (i)
    
    any failure or default on the part of HSBC (UK) or its
employees (other than negligent failure or wilful default); or
 (ii)
    
    any falsity, inaccuracy, insufficiency or forgery of or in
any document which on its face conforms to the requirements of the Documentary
Credit under which it is given;
 (iii)
    
    any Transaction Document, Documentary Credit or agreement
being invalid or being affected by any invalidity or impossibility or
illegality of performance or any law or act of any Government Agency or
arbitrator;
 (iv)
    
    any time, waiver or other indulgence granted by HSBC (UK); or
 (v)
    
    any set-off, counterclaim, defence, deduction or other claim
that US Trade Borrower has against HSBC (UK) or any person entitled to the
Documentary Credit.
 (f)
    
    Each US Trade Borrower acknowledges that HSBC (UK) is not liable or under any
duty to enquire:
 (i)
    
    as to any of the matters referred to in this section 3.3; or
 (ii)
    
    into the justification for or the validity of any demand
made, or the correctness of any document given under or for the purpose of a
Documentary Credit, or which purports to be so made or given under a
Documentary Credit; or
 (iii)
    
    the authority for, validity or genuineness of, any
signature.
 (g)
    
    The rights of HSBC (UK) under this Schedule do not derogate from any rights
of subrogation, indemnity or other rights that HSBC (UK) has under any law. If a
conflict arises between HSBC (UK)s rights under this Schedule and any other rights,
HSBC (UK)s rights under this Schedule prevail. Without limiting the generality of
this section, each US Trade Borrower agrees that HSBC (UK) does not have any greater
obligations under a Documentary Credit than are imposed by the UCP.
 3.4
    
    No liability
  4.
    
    Fees
  5.
    
    Review of Commitment Fee and import fees
  [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     87




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[*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement     88




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Schedule 4
 BANK GUARANTEE AND STANDBY LETTER OF CREDIT FACILITY
 1.
    
    Definitions
  Beneficiary
 Bank Guarantee
 Beneficiary Contract
 Current Bank Guarantee
 Current Standby Letter of Credit
 Establishment Fee
 Expiry Date
 Face Value Amount
 Guarantee Fee
 Opening Date
 Standby Letter of Credit
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UCP
 2.
    
    Availability
 2.1
    
    Availability
  2.2
    
    Conditions of utilisation
  3.
    
    Form Of Bank Guarantees And Standby Letters Of Credit
 (a)
    
    Each Bank Guarantee and Standby Letter of Credit to be issued by HSBC
(Australia) must be consistent with the Funding Notice under which it is issued and in
a form acceptable to HSBC (Australia) in its absolute discretion.
 (b)
    
    Each Bank Guarantee and Standby Letter of Credit issued by HSBC (Australia)
for the account of an Australian Trade Borrower must:
 (i)
    
    have an Opening Date which is a Business Day during the
Availability Period;
 (ii)
    
    have an Expiry Date which is before the Final Repayment Date;
 (iii)
    
    be payable on a Business Day at the Lending Office of HSBC
(Australia) specified in this Agreement for that Australian Trade Borrower or
any other place approved by HSBC (Australia) in writing;
 (iv)
    
    be denominated in AUD or an Approved Foreign Currency;
 (v)
    
    be non-transferable and not confirmed by any other person
except at the cost of that Australian Trade Borrower;
 (vi)
    
    be issued in respect of a Beneficiary and Beneficiary
Contract acceptable to HSBC (Australia); and
 (vii)
    
    in the case of a Standby Letter of Credit, be subject to
UCP,
  4.
    
    Beneficiary Contracts
  5.
    
    Financiers Authority To Pay
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(a)
    
    any dispute between that Australian Trade Borrower and the Beneficiary;
 (b)
    
    any right of set-off or other claim that Australian Trade Borrower has
against the Beneficiary;
 (c)
    
    any direction by that Australian Trade Borrower to HSBC (Australia) not to
make the payment;
 (d)
    
    any breach by that Australian Trade Borrower or the Beneficiary of a
Beneficiary Contract; or
 (e)
    
    any Event of Default or Potential Event of Default.
 6.
    
    Payment By An Australian Trade Borrower
  (a)
    
    all amounts which HSBC (Australia) pays or is required to pay under a Bank
Guarantee or Standby Letter of Credit issued by HSBC (Australia) for the account of
that Australian Trade Borrower, on the same day as HSBC (Australia) is required to
make that payment; and
 (b)
    
    interest on those amounts from that day calculated in accordance with clause
15.1.
 7.
    
    Indemnity
  (a)
    
    HSBC (Australia) issuing or making payment under a Bank Guarantee or Standby
Letter of Credit; or
 (b)
    
    any claim made or purportedly made under a Bank Guarantee or Standby Letter
of Credit; or
 (c)
    
    any act of any person who is or claims to be entitled to the benefit of a
Bank Guarantee or Standby Letter of Credit,
  (a)
    
    The obligations of each Australian Trade Borrower under this section 7 are
absolute and unconditional.
 (b)
    
    Each Australian Trade Borrowers obligations under this section 7 are not
subject to any reduction or termination or otherwise affected or in any way limited
by:
 (i)
    
    any failure or default on the part of HSBC (Australia) or its
employees (other than negligent failure or wilful default); or
 (ii)
    
    any falsity, inaccuracy, insufficiency or forgery of or in
any document which on its face conforms to the requirements of the Bank
Guarantee or Standby Letter of Credit under which it is given;
 [*] Confidential Treatment Requested
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(iii)
    
    any Transaction Document, Beneficiary Contract, Bank
Guarantee or Standby Letter of Credit being invalid or being affected by any
invalidity or impossibility or illegality of performance or any law or act of
any Government Agency or arbitrator;
 (iv)
    
    any time, waiver or other indulgence granted by HSBC
(Australia); or
 (v)
    
    any set-off, counterclaim, defence, deduction or other claim
that an Australian Trade Borrower has against HSBC (Australia) or a
Beneficiary.
 (c)
    
    Each Australian Trade Borrower acknowledges that HSBC (Australia) is not
liable or under any duty to enquire:
 (i)
    
    as to any of the matters referred to in this section 7; or
 (ii)
    
    into the justification for or the validity of any demand
made, or the correctness of any document given under or for the purpose of a
Bank Guarantee, or which purports to be so made or given under a Bank
Guarantee; or
 (iii)
    
    the authority for, validity or genuineness of, any
signature.
 8.
    
    No Limitation On Other Rights
  9.
    
    Fees
 9.1
    
    Guarantee Fee
  (a)
    
    accrues from day to day;
 (b)
    
    is calculated from the date of issue of the Bank Guarantee or Standby Letter
of Credit; and
 (c)
    
    must be paid to HSBC (Australia) quarterly in advance with the first payment
made on or before the date of issue of the Bank Guarantee or the Standby Letter of
Credit by HSBC (Australia).
 9.2
    
    Establishment Fee
  [*] Confidential Treatment Requested
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10.
    
    Review of Guarantee Fee and Establishment Fee
  [*] Confidential Treatment Requested
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Schedule 5
 HEDGING FACILITY
  (a)
    
    at the request of the Parent and on an unadvised and uncommitted basis:
 (i)
    
    HSBC (Australia) has agreed to provide to the Australian
Borrowers a Foreign Exchange Limit for spot and forward foreign currency
transactions on the terms and conditions of a master agreement for foreign
currency transaction in the form agreed between HSBC (Australia) and the
Australian Borrowers;
 (ii)
    
    HSBC (HK) may, subject to HSBC (HK) obtaining all necessary
credit and other local approvals and all necessary documentation being entered
into in form and substance satisfactory to HSBC (HK), provide appropriate
limits to the HK Trade Borrower to hedge against its foreign currency and
interest rate exposures;
 (iii)
    
    HSBC (UK) may, subject to HSBC (UK) obtaining all necessary
credit and other local approvals and all necessary documentation being entered
into in form and substance satisfactory to HSBC (UK), provide appropriate
limits to the UK Borrowers to hedge against its foreign currency and interest
rate exposures; and
 (iv)
    
    HSBC (US) may, subject to HSBC (US) obtaining all necessary
credit and other local approvals and all necessary documentation being entered
into in form and substance satisfactory to HSBC (US), provide appropriate
limits to the US Borrowers to hedge against its foreign currency and interest
rate exposures,
  (b)
    
    the pricing for each Hedging Facility described in paragraph (a) above will
be determined by the Financier that provides that Hedging Facility; and
 (c)
    
    unless otherwise agreed between HSBC (Australia) and the Parent, the tenor
for each Hedging Facility provided by HSBC (Australia) to the Australian Borrowers
will have a maximum length of two calendar years.
 [*] Confidential Treatment Requested
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EXECUTED
 SIGNEDfor HSBC BANK AUSTRALIA LIMITEDunder
power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneySIGNEDfor HSBC BANK PLCunder power of
attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneySIGNEDfor HSBC BANK USA, NATIONAL
ASSOCIATIONunder power of attorney in the
presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 [*] Confidential Treatment Requested




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SIGNEDfor THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITEDunder power of
attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneyBorrower/Guarantor EXECUTEDby SIMS GROUP AUSTRALIA HOLDINGS
LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameBorrower/Guarantor EXECUTEDby SIMS METAL MANAGEMENT LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    Name
 [*] Confidential Treatment Requested




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Borrower/Guarantor 
EXECUTEDby SIMS GROUP UK HOLDINGS LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameBorrower/Guarantor EXECUTEDby SIMS GROUP UK LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameBorrower/Guarantor EXECUTEDbySIMS GROUP USA CORPORATION
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDby SIMS INDUSTRIAL PTY LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    Name
 [*] Confidential Treatment Requested




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##### 



Guarantor EXECUTEDby SIMSMETAL SERVICES PTY.
LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameGuarantor EXECUTEDby SIMS ENERGY PTY LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameGuarantor EXECUTEDby SIMS MANUFACTURING PTY LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameGuarantor EXECUTEDby SIMSMETAL HOLDINGS PTY. LTD.:Signature of director
    
    Signature of director/secretaryName
    
    Name
 [*] Confidential Treatment Requested




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##### 



Borrower/Guarantor 
THE COMMON SEAL OF SIMS METAL 
MANAGEMENT ASIA LIMITED
(PREVIOUSLY KNOWN AS SIMS 
ASIA HOLDINGS LIMITED):Signature of witnessName of witnessBorrower/Guarantor EXECUTEDbyMETAL DYNAMICS DETROIT LLC
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT ALABAMA, INC.
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT ARIZONA, L.L.C.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT CONNECTICUT, INC.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT MEMPHIS, L.L.C.
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT MIDWEST, INC.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT MISSISSIPPI, INC.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT NORTHEAST, INC.
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT OHIO, INC.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT WEST, INC.
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbyMETAL MANAGEMENT, INC.
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/Guarantor EXECUTEDbyPROLER SOUTHWEST LP
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDby MIREC BV:Signature of director
    
    Signature of directorName
    
    NameGuarantor EXECUTEDbyCIM TRUCKING, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyHNE RECYCLING LLC
by its officer:Signature of officerName of officer
 [*] Confidential Treatment Requested




---



##### 



Guarantor EXECUTEDbyHNW RECYCLING LLC
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyTH PROPERTIES LLC
(formerly known as
METAL DYNAMICS
INDIANAPOLIS LLC)
by its officer:Signature of officerName of officerGuarantor EXECUTEDbyMETAL DYNAMICS LLC
by its officer:Signature of officerName of officer
 [*] Confidential Treatment Requested




---



##### 



Guarantor EXECUTEDbyMETAL MANAGEMENT INDIANA, INC.
by its officer:Signature of officerName of officerGuarantor EXECUTEDbyMETAL MANAGEMENT PITTSBURGH, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyMETAL MANAGEMENT PROLER
SOUTHWEST, INC.
by its officer:Signature of directorName
 [*] Confidential Treatment Requested




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##### 



Guarantor EXECUTEDbySMM  NORTH AMERICA
TRADE CORPORATION
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyMETAL MANAGEMENT
WEST COAST HOLDINGS, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyMM METAL DYNAMICS
HOLDINGS, INC.
by its officer:Signature of officerName of officer
 [*] Confidential Treatment Requested




---



##### 



Guarantor EXECUTEDbyNAPORANO IRON & METAL, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyNEW YORK RECYCLING
VENTURES, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyNORTH CAROLINA
RESOURCE CONSERVATION, LLC
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Guarantor EXECUTEDbyPROLER SOUTHWEST GP, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbyRESERVE IRON &
METAL LIMITED PARTNERSHIP
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySCHIABO LAROVO CORPORATION
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Guarantor EXECUTEDbySHN CO., LLC
by its officer:Signature of officerName of officer (please print)Borrower/Guarantor EXECUTEDbySIMS GROUP GLOBAL
TRADE CORPORATION
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMS GROUP USA
HOLDINGS CORPORATION
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Guarantor EXECUTEDbySIMSMETAL EAST LLC
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMSMETAL WEST LLC
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDby SIMSMETAL 
INDUSTRIES LIMITED:Signature of director
    
    Signature of directorName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/ Guarantor EXECUTEDby SIMS M+R GMBH:Signature of director
    
    Signature of director/secretaryName
    
    NameGuarantor EXECUTEDbySIMS RECYCLING
SOLUTIONS HOLDINGS INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMS RECYCLING
SOLUTIONS, INC.
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Guarantor EXECUTEDbyMETAL MANAGEMENT
NEW HAVEN, INC.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMS GROUP RECYCLING
SOLUTIONS CANADA LTD.
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMS GROUP CANADA
HOLDINGS LIMITED
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Guarantor EXECUTEDbySIMS RECYCLING SOLUTIONS AB
by its officer:Signature of officerName of officer (please print)Borrower / Guarantor EXECUTEDbySIMS GROUP GERMAN
HOLDINGS GMBH
by its officer:Signature of officerName of officer (please print)Guarantor EXECUTEDbySIMS MUNICIPAL RECYCLING
OF NEW YORK LLC
by its officer:Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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##### 



Annexure A
 GROUP COMPANIES
 PART 1 BORROWERS
 Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationAustralian BorrowersSims Group Australia 
Holdings Limited
    
    ABN 37 008 634 526
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    ACT, AustraliaSims Metal Management 
Limited
    
    ABN 69 114 838 630
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    VIC, AustraliaAustralian Trade BorrowersSims Group Australia 
Holdings Limited
    
    ABN 37 008 634 526
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    ACT, AustraliaSims Metal Management 
Limited
    
    ABN 69 114 838 630
    
    Sir Joseph Banks
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    VIC, AustraliaUK BorrowersSims Group UK Holdings 
Limited
    
    2904307
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomSims Group UK Limited
    
    3242331
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomMirec BV
    
    N/A
    
    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    The Netherlands
 Confidential treatment requested for redacted (circled) portions; redated (circled)
portions has been filed separately with the Securities and Exchange Commission.




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationUS Trade BorrowerSims Group Global Trade 
Corporation
    
    N/A
    
    c/o Corporation
Service Company 2711
Centerville Road 
Suite 400, Wilmington, Delaware
19808
    
    Delaware, USAUS BorrowersSims Group USA Corporation
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware 
19808
    
    Delaware, USAMetal Dynamics Detroit LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Alabama,
Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Arizona,
L.L.C.
    
    N/A
    
    c/o CT Corporation
System
2394 East Camelback
Road
Phoenix, AZ 850
    
    Arizona, USAMetal Management
Connecticut, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Memphis,
L.L.C.
    
    N/A
    
    c/o Corporation
Service Company
2908 Poston Avenue
Nashville, TN 37203
    
    Tennessee, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management Midwest,
Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USAMetal Management
Mississippi, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management
Northeast, Inc.
    
    N/A
    
    c/o Corporation
Service Company
830 Bear Tavern Road
West Trenton, NJ
08628
    
    New Jersey, USAMetal Management Ohio,
Inc.
    
    N/A
    
    c/o CSC-Lawyers 
Incorporating
Service (Corporation
Service Company) 
50 W. Broad St
Suite 1800
Columbus, OH 43215
    
    Ohio, USAMetal Management West,
Inc.
    
    N/A
    
    c/o Corporation
Service Company
1560 Broadway, Suite
2090, Denver, CO
80202
    
    Colorado, USAMetal Management, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAProler Southwest LP
    
    N/A
    
    c/o Corporation 
Service Company 
d/b/a CSC-Lawyers 
Incorporating
Service Company 
211 E. 7th Street 
Suite 620
Austin, TX 78701
    
    Texas, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationHK Trade BorrowerSims Metal Management 
Asia Limited (previously 
known as Sims Asia 
Holdings Limited)
    
    30512
    
    5407-8, 54th Floor,
Hopewell Centre, 183
Queens Road East,
Wanchai, Hong Kong
    
    Hong KongGermanySims M+R GmbH
    
    N/A
    
    Rathenaustraβe 10,
59192 Bergkamen,
Germany
    
    GermanySims Group German 
Holdings GmbH
    
    N/A
    
    Rathenaustraβe 10,
59192 Bergkamen,
Germany
    
    Germany
 PART 2 GUARANTORS
 Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationAustraliaSims Energy Pty Limited
    
    ABN 42 009 667 752
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    QLD, AustraliaSims Group Australia 
Holdings Limited
    
    ABN 37 008 634 526
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    ACT, AustraliaSims Metal Management 
Limited
    
    ABN 69 114 838 630
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    VIC, AustraliaSims Industrial Pty Limited
    
    ABN 95 000 090 479
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    NSW, AustraliaSims Manufacturing Pty 
Limited
    
    ABN 13 004 332 870
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    VIC, Australia
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSimsmetal Holdings Pty.
Ltd.
    
    ABN 97 000 021 563
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    NSW, AustraliaSimsmetal Services Pty.
Limited
    
    ABN 76 000 166 987
    
    Sir Joseph Banks 
Corporate Part
Suite 3, Level 2, 32
Lord Street, Botany
NSW 2019
    
    NSW, AustraliaThe NetherlandsMirec BV
    
    N/A
    
    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    The NetherlandsNew ZealandSimsmetal Industries
Limited
    
    3597
    
    James Fletcher DriveOtahuhu, Auckland,
New Zealand
    
    New ZealandGermanySims M+R GmbH
    
    N/A
    
    Rathenaustraβe 10,
59192 Bergkamen,
Germany
    
    GermanySims Group German Holdings 
GmbH
    
    N/A
    
    Rathenaustraβe 10,
59192 Bergkamen,
Germany
    
    GermanyUnited KingdomSims Group UK Holdings 
Limited
    
    2904307
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomSims Group UK Limited
    
    3242331
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37 8AQ
    
    United KingdomUnited States of AmericaSims Group USA Corporation
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USA
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationCIM Trucking, Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USAHNE Recycling LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAHNW Recycling LLC
    
    N/A
    
    c/o Corporation 
Service Company
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Dynamics Detroit LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USATH Properties LLC
(formerly known as Metal 
Dynamics Indianapolis LLC)
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Dynamics LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Alabama,
Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management Arizona,
L.L.C.
    
    N/A
    
    c/o CT Corporation
System
2394 East Camelback
Road
Phoenix, AZ 85016
    
    Arizona, USAMetal Management
Connecticut, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Indiana,
Inc.
    
    N/A
    
    c/o Prentice Hall
Corporation
33 North LaSalle
Street
Chicago, IL 60602
    
    Illinois, USAMetal Management Memphis,
L.L.C.
    
    N/A
    
    c/o Corporation
Service Company
2908 Poston Avenue
Nashville, TN 37203
    
    Tennessee, USAMetal Management Midwest,
Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USAMetal Management
Mississippi, Inc.
    
    N/A
    
    c/o Corporation 
Service Company
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management New
Haven, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management
Northeast, Inc.
    
    N/A
    
    c/o Corporation
Service Company
830 Bear Tavern Road
West Trenton, NJ
08628
    
    New Jersey, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management Ohio, Inc.
    
    N/A
    
    CSC-Lawyers 
Incorporating
Service (Corporation
Service Company) 
50 W. Broad St
Suite 1800
Columbus, OH 43215
    
    Ohio, USAMetal Management
Pittsburgh, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management Proler
Southwest, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASMM  North America Trade
Corporation
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management West
Coast Holdings, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAMetal Management West, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Colorado, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal Management, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAMM Metal Dynamics
Holdings, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USANaporano Iron & Metal, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USANew York Recycling
Ventures, Inc.
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USANorth Carolina Resource 
Conservation, LLC
    
    N/A
    
    c/o Corporation
Service Company
327 Hillsborough
Street
Raleigh, NC 27603
    
    North Carolina, USAProler Southwest GP, Inc.
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USAProler Southwest LP
    
    N/A
    
    c/o Corporation 
Service Company 
d/b/a CSC-Lawyers 
Incorporating
Service Company 
211 E. 7th Street 
Suite 620
Austin, TX 78701
    
    Texas, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationReserve Iron & Metal 
Limited Partnership
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USASchiabo Larovo Corporation
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USASHN Co., LLC
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USASims Group Global Trade 
Corporation
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Group USA Holdings 
Corporation
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road 
Suite 400, 
Wilmington, Delaware
19808
    
    Delaware, USASims Recycling Solutions
Holdings Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USASimsmetal East LLC
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
 [*] Confidential Treatment Requested




---



##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSimsmetal West LLC
    
    N/A
    
    c/o Corporation 
Service Company 2711
Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USASims Recycling Solutions,
Inc.
    
    N/A
    
    c/o Illinois
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    Illinois, USASims Municipal Recycling
of New York LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville Road 
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USAHong KongSims Metal Management Asia 
Limited (previously known 
as Sims Asia Holdings 
Limited)
    
    30512
    
    5407-8, 54th Floor, 
Hopewell Centre, 183
Queens Road East, 
Wanchai, Hong Kong
    
    Hong KongCanadaSims Group Recycling
Solutions Canada Ltd.
    
    N/A
    
    1200-999 West
Hastings Street,
Vancouver, British
Columbia V6C 2W2,
Canada
    
    CanadaSims Group Canada Holdings 
Limited
    
    N/A
    
    Suite 2300, 550
Burrard Street, Box 
30, Vancouver, 
British Columbia V6C 
2B5, Canada
    
    CanadaSwedenSims Recycling Solutions AB
    
    N/A
    
    Karosserigatan 6 641
51 Katrineholm
Sweden
    
    Sweden
 [*] Confidential Treatment Requested




---



##### 



PART 3  GROUP (OTHER MEMBERS)
 Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSims Aluminium Pty Limited
    
    ABN 93 004 370 905
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    VIC, AustraliaSims Tyrecycle Pty Limited
    
    ABN 84 085 545 053
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    VIC, AustraliaSims Tyrecycle Properties 
Pty Limited
    
    ABN 87 085 580 712
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    VIC, AustraliaUniversal Inspection and
Testing Company Pty
Limited
    
    ABN 14 000 554 656
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaLMS Energy Pty Limited
    
    ABN 19 090 914 640
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    SA, AustraliaLMS Generation Pty Limited
    
    ABN 39 059 428 474
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    SA, AustraliaConsolidated Extrusions 
Pty Limited
    
    ABN 37 003 173 484
    
    Crane Group Limited
Level 14, Philips
House
15 Blue Street
North Sydney NSW
2060
    
    NSW, AustraliaConsolidated Extrusions
(Management) Pty Limited
    
    ABN 24 003 123 573
    
    Crane Group Limited
Level 14, Philips
House
15 Blue Street
North Sydney NSW
2060
    
    NSW, Australia
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationAustralian Refined Alloys 
Pty Limited
    
    ABN 36 001 463 127
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaAustralian Refined Alloys
(Sales) Pty Limited
    
    ABN 59 002 815 563
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaSims E-Recycling Pty Ltd
    
    ACN 114 176 493
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaSimsmetal Executive Staff 
Superannuation Pty Ltd
    
    ACN 069 238 937
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaSimsmetal Staff Equity Pty 
Limited
    
    ABN 98 052 893 259
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaSims Superannuation 
Management Pty Limited
    
    ACN 000 966 478
    
    Level 6, Sims Group
House
41 McLaren Street
North Sydney NSW
2060
    
    NSW, AustraliaSims Group Mauritius 
Limited
    
    N/A
    
    Citco (Mauritius)
Limited
9th Floor, Medine
Mews
La Chaussée Street
Port Louis
    
    MauritiusTrishyiraya Recycling 
India Private Limited
    
    N/A
    
    A-7, Phase- I,
Madras Export
Processing Zone-
SEZ, Tambaram,
Chennai- 600045
    
    IndiaSims Recycling Solutions 
Pte Ltd
    
    N/A
    
    12 Changi North 
Way, Unit 01-06, 
Singapore 98791.
    
    Singapore
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationUnited Castings Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKSims Group UK Intermediate 
Holdings Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKSims Recycling Solutions 
UK Holdings Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    ScotlandSims Recycling Solutions 
UK Group Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    ScotlandSims Recycling Solutions NV
    
    N/A
    
    56
Industriepark-West,
9011, Sint-Niklaas,
Belgium
    
    BelgiumSims Recycling Solutions 
UK Limited
    
    N/A
    
    Irongray Business
Park
Lochside Industrial
Estate
Dumfries DG2 ONR
    
    ScotlandSims Group UK Pension 
Trustees Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKSims Cymru Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKER Coley (Steel) Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKRecommit Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UKER Coley (Cast) Limited
    
    N/A
    
    Long Marston
Stratford-on-Avon
Warwickshire CV37
8AQ
    
    UK
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationExtruded Metals (New 
Zealand) Limited
    
    N/A
    
    Level 11, KPMG
Centre, 9 Princes
Street, Auckland,
New Zealand
    
    New ZealandSims Pacific Metals Limited
    
    N/A
    
    James Fletcher
Drive, Otahuhu,
Auckland, New
Zealand
    
    New ZealandPNG Recycling Limited
    
    N/A
    
    PO Box 3467, 
Boroko, Section 36, 
Lot 9110, Waigani 
Drive, Hohola, PNG
    
    Papua New GuineaIKISE Geri Donusum Sanayi 
ve Ticaret Limited Sirketi
    
    N/A
    
    Barbaros Bulvari No
12/1 D:10 Balmumcu
Besiktas 34349
Istanbul Turkey
    
    TurkeyAccu-Shred Limited
    
    N/A
    
    1200-999 West
Hastings Street,
Vancouver, British
Columbia V6C 2W2
    
    CanadaRichmond Steel Recycling 
Limited
    
    N/A
    
    11760 Mitchell
Road, Richmond,
Canada V6V 1V6
    
    CanadaMetal Management
Aerospace, Inc.
    
    N/A
    
    500 Flatbush Ave. 
Hartford, CT 06141
    
    DelawareMetal Management 
Nashville, LLC
    
    N/A
    
    1840 Linder 
Industrial Dr. 
Nashville, TN 37209
    
    DelawarePort Albany Ventures, LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville 
Road 
Suite 400, 
Wilmington, 
Delaware 19808
    
    DelawareRondout Iron & Metal, LLC
    
    N/A
    
    1501 Rockland Road
Lake Bluff, IL 60044
    
    DelawareDover Barge Company
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville 
Road 
Suite 400, 
Wilmington, 
Delaware 19808
    
    Delaware
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSA Recycling LLC
    
    N/A
    
    Corporation Service
Company, 2730
Gateway Oaks Drive, 
Suite 100, 
Sacramento, CA 
95833
    
    DelawareT&L Properties Corporation
    
    N/A
    
    Corporation Service 
Company, 2730
Gateway Oaks Drive, 
Suite 100, 
Sacramento, CA 
95833
    
    CaliforniaAmerican Metals Recycling
Corp.
    
    N/A
    
    Corporation Service 
Company, 2730
Gateway Oaks Drive, 
Suite 100, 
Sacramento, CA 
95833
    
    CaliforniaColton Iron & Metal, LLC
    
    N/A
    
    c/o Corporation 
Service Company 
2711 Centerville 
Road 
Suite 400, 
Wilmington, 
Delaware 19808
    
    DelawareOxnard Metals Corporation
    
    N/A
    
    Corporation Service 
Company, 2730
Gateway Oaks Drive, 
Suite 100, 
Sacramento, CA 
95833
    
    CaliforniaLancaster Recycling, LLC
    
    N/A
    
    Corporation Service 
Company, 2730
Gateway Oaks Drive, 
Suite 100, 
Sacramento, CA 
95833
    
    CaliforniaRemedy Environmental 
Services LLC
    
    N/A
    
    George Adams, 3200
East Frontera
Street, Anaheim, CA
92807
    
    CaliforniaLas Vegas Metals 
Recycling, LLC
    
    N/A
    
    CSC Services 
company of Nevada, 
502 East John 
Street, Carson 
City, NV 89706
    
    Nevada
 [*] Confidential Treatment Requested




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##### 



Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSA Recycling de Mexico S.
de R.L. de C.V.
    
    N/A
    
    Flavio Diego 
Sandoval Gonzalez, 
Alvaro Obregon
#1525-5 2do Piso, 
Col. Nueva C.P. 
21100
    
    MexicoSA Recycling de Mexico
Noroeste S. de R.L. de
C.V.
    
    N/A
    
    Flavio Diego 
Sandoval Gonzalez, 
Alvaro Obregon
#1525-5 2do Piso, 
Col. Nueva C.P. 
21100
    
    Mexico
 [*]
Confidential Treatment Requested




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##### 



Annexure B
 FINANCIERS
 Financier Name
    
    Registered Number
    
    Lending OfficeIn relation to the Australian Borrowers, UK Borrowers, US Borrowers and German BorrowersHSBC Bank Australia Limited
    
    ABN 48 006 434 162
    
    Level 31, 580 George Street
Sydney NSW 2000
AustraliaHSBC Bank plc
    
    14259
    
    City Corporate Banking
Centre, 60 Queen Victoria
Street, London, EC4N 4TRHSBC Bank USA, National Association
    
    N/A
    
    452 Fifth Avenue, New
York, New York 10018
USAIn relation to the Australian Trade
BorrowersHSBC Bank Australia Limited
    
    ABN 48 006 434 162
    
    Level 31, 580 George Street
Sydney NSW 2000
AustraliaIn relation to the HK Trade BorrowerThe Hongkong and Shanghai Banking
Corporation Limited
    
    ABN 65 117 925 970
    
    Level 10, 1 Queens Road,
Central Hong KongIn relation to the US Trade BorrowerHSBC Bank plc
    
    14259
    
    City Corporate Banking
Centre, 60 Queen Victoria
Street, London, EC4N 4TR
 [*] Confidential Treatment Requested




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##### 



Annexure C
 CAF FINANCIERS
 Financier Name
    
    Registered Number
    
    Lending OfficeHSBC Bank Australia Limited
    
    ABN 48 006 434 162
    
    Level 31, 580 George Street
Sydney NSW 2000
AustraliaHSBC Bank plc
    
    14259
    
    City Corporate Banking
Centre, 60 Queen Victoria
Street, London, EC4N 4TRHSBC Bank USA, National Association
    
    N/A
    
    452 Fifth Avenue, New
York, New York 10018
USA
 Confidential treatment requested for redacted (circled) portions; redated (circled)
portions has been filed separately with the Securities and Exchange Commission.




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##### 



Annexure D
 FUNDING NOTICE
 To:
    
    [Financiers name]
 [in the case where the Financier to the Relevant Borrower is
not HSBC Bank Australia Limited]
   Multi-Option Facility Agreement dated 3 December 2003, as amended from time to time (the Facility
Agreement)
   1.
    
    The proposed Funding Date/Issuance Date is [specify date].2.
    
    The Facilities under which the financial accommodation is requested: [Cash Advance Facility
/Trade Finance Facility].3.
    
    Particulars of the financial accommodation requested are as follows [as applicable]:
 (a)
    
    Cash Advance FacilityAmount: [          ]Currency: AUD/USD/GBP]Funding Period: [          ](b)
    
    Bank Guarantee Facility / Standby Letter of Credit FacilityFace Value Amount: [          ]Currency: [AUD/USD/GBP/HKD]Beneficiary:Details of Beneficiary Contract:Funding Period:Expiry Date:A copy of the Beneficiary Contract is enclosed.
 [*] Confidential Treatment Requested




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##### 



Annexure E
 CONDITION PRECEDENT CERTIFICATE
 To:
    
    [Financiers name] (the Financier)
 Facility Agreement
 Company
 1.
    
    DocumentsTrue, complete and up to date copies of each of the following are attached to this
Certificate:
 (a)
    
    In the case where the Company is incorporated in Australia, the certificate
of registration/incorporation [as applicable], the constitution/memorandum and
articles of association/by-laws [as applicable] and all other constitutional documents
of the Company (marked A);(b)
    
    an extract of minutes (marked B) of a duly convened meeting of the
directors of the Company confirming that the directors have passed resolutions:
 (i)
    
    approving execution of each Transaction Document to which it
is a party;(ii)
    
    appointing Authorised Officers for the purpose of the
Transaction Documents; and(iii)
    
    acknowledging that each Transaction Document to which it is
a party will benefit the Company;
 which minutes are in full force and effect and have not been varied or revoked;
 2.
    
    Specimen SignaturesThe following signatures are the true and usual signatures of the Authorised Officers of
the Company authorised to sign the Transaction Documents to which the Company is a party
and to give notices and other communications under or in connection with those Transaction
Documents:
 Name
    
    
    Title
    
    
    Signature(a)(b)(c)
 (The following section only needs to be completed if the Company is incorporated in
Australia)
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##### 



3.
    
    Replaceable rules/Section 135 of theCorporations Act 2001(Cth) (the Corporations Act)The Company does have a constitution and all of the provisions of the Corporations Actthat
apply as mandatory rules and the following provisions of the Corporations Actthat apply as
replaceable rules apply to the Company and its internal management:none
 Signed:Director/Secretary
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##### 



Annexure F
 ACCESSION DEED
 Facility Agreement
 Between
 New Borrower
 And
 Parent
 And
 Financiers
 1.
    
    Definitions And Interpretation1.1
    
    DefinitionsAccession Datemeans the later of:
 (a)
    
    [insert a date later to the date in (b) if appropriate]; and(b)
    
    the date on which this Accession Deed, executed by the New Borrower and the
Parent, is executed by or on behalf of the Financiers.
 1.2
    
    Interpretation
 (a)
    
    A term defined in the Facility Agreement has the same meaning when used in
this Accession Deed unless defined to have a different meaning in this Accession Deed.(b)
    
    Clause 1.2 of the Facility Agreement applies to this Accession Deed.(c)
    
    In this Accession Deed, a reference to obligations or rights being identical
to other obligations or rights is a reference to obligations or rights identical to
those other obligations or rights except to the extent they relate to the identity of
the person required to perform them or entitled to their benefit.
 2.
    
    Accession2.1
    
    AccessionWith effect on and from the Accession Date:
 (a)
    
    the New Borrower:
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##### 



(i)
    
    is bound by the terms of the Transaction Documents to which
the Borrowers and Guarantors are parties;(ii)
    
    assumes towards each other party to the Transaction Documents
obligations under the Transaction Documents which are identical to the
obligations which a Borrower and a Guarantor is required to perform;(iii)
    
    must observe and comply with the obligations of a Borrower
and a Guarantor under the Transaction Documents;(iv)
    
    is granted rights under the Transaction Documents which are
identical to the rights which a Borrower and a Guarantor has under the
Transaction Documents; and(v)
    
    is a party to the Transaction Documents as a Borrower and a
Guarantor;
 (b)
    
    each other party to the Facility Agreement acquires rights against and
assumes obligations towards the New Borrower which are identical to the rights and
obligations which it has or is required to perform under the Transaction Documents to
a Borrower and a Guarantor; and(c)
    
    a reference in the Transaction Documents to a Borrower and a Guarantor
includes a reference to the New Borrower.
 3.
    
    Acknowledgments3.1
    
    BorrowerThe New Borrower acknowledges that it will be an [Australian Borrower/UK Borrower/US
Borrower] for the purposes of the Facility Agreement.3.2
    
    ParentThe Parent on its behalf and on behalf of each Guarantor acknowledges and agrees that the
Amount Owing by the New Borrower is guaranteed by the Guarantors under clause 22 of the
Facility Agreement.3.3
    
    Representations and warrantiesThe New Borrower makes the same representations and warranties in respect of itself that
each Borrower and Guarantor has made in, or in connection with, the Transaction Documents
and confirms that those representations and warranties are, at the Accession Date, true and
not misleading in any material respect, by omission or in any other way.3.4
    
    InformationThe New Borrower:
 (a)
    
    confirms that it has received a copy of the Transaction Documents together
with any other documents and information it has required in connection with the
Facility Agreement; and(b)
    
    acknowledges that the Financier has entered into this Accession Deed in
reliance on the representations and warranties made by the New Borrower in this
Accession Deed.
 3.5
    
    No liability
 (a)
    
    The New Borrower confirms that it has not relied on the Financier to assess
or inform it as to:
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##### 



(i)
    
    the legality, validity, effect or enforceability of any
Transaction Document against any party;(ii)
    
    the accuracy or completeness of any information referred to
in clause 3.4 of this Accession Deed; or(iii)
    
    the creditworthiness, affairs, condition or status of any of
the parties to the Transaction Documents.
 (b)
    
    The New Borrower agrees that the Financiers have not or will not have any
liability or obligation to the New Borrower for the accuracy or completeness of the
information or documents provided to it under clause 3.4 of this Accession Deed, and
that any condition or warranty in relation to any of those matters, whether express or
implied by law or in any other way, is excluded.
 4.
    
    Miscellaneous4.1
    
    Transaction DocumentThis Accession Deed is a Transaction Document for the purposes of the Facility Agreement.4.2
    
    CounterpartsThis Accession Deed may be signed in counterparts and all counterparts taken together
constitute one document.4.3
    
    Governing lawThis Accession Deed is governed by the laws applying in New South Wales.
 [*] Confidential Treatment Requested




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##### 



Annexure G
 PRO FORMA FEE LETTER
 To:
    
    Sims Metal Management Limited ACN 114 838 630[insert address]Attention:
    
    [insert name]With a copy to:
    
    [insert address of the relevant Borrowers]Date:
    
    [insert date]
  AMENDED AND RESTATED MULTI OPTION FACILITY AGREEMENT  FEE LETTER
 Sims Facility
Agreement
 1.
    
    Definitions and Interpretation1.1
    
    A term defined in clause 1.1 of the Facility Agreement has the same meaning when used in this
fee letter unless stated otherwise in this fee letter.1.2
    
    Clause 1.2 of the Facility Agreement is incorporated into this fee letter as if set out in
this fee letter in full and as if all references in that provision to this Agreement were to
this fee letter.1.3
    
    The provisions of the Facility Agreement will apply to this fee letter.1.4
    
    This fee letter is a Transaction Document [and is issued pursuant to clause 9.5 of the
Facility Agreement]*.1.5
    
    This fee letter is entered into in connection with the [Cash Advance Facility][Trade
Facilities][Bank Guarantee and Standby Letter of Credit Facility]*.2.
    
    [Margin under [Cash Advance Facility][Trade Facilities]*]*[Include details of any changes to the Margin payable in connection with the Facility
Agreement]3.
    
    [Fees][Include details of any changes to the fees payable in connection with the Facility
Agreement]4.
    
    Change in the Margin and/or FeesAny change in the Margin or fees set out above will apply with effect from the date
specified in clause 9.5 of the Facility Agreement.
 
 *
    
    delete as appropriate [*] Confidential Treatment Requested




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##### 



5.
    
    ConfidentialityThis fee letter must not be disclosed by Sims to any entity or person except as may be
required by law or to Sims employees and legal and financial advisers who have a need to
know the information and who are made aware of and agree to be bound by the confidentiality
obligation under this paragraph.6.
    
    CounterpartsThis fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.7.
    
    Governing LawThis fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales.
   insert execution clause for the Financiers (as applicable)
 insert name of each Financier
  for and on behalf of Sims Metal Management LimitedACN 114 838 630
    [*] Confidential Treatment Requested




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##### 



Executed
 [*] Confidential Treatment Requested