Exhibit 4.12
 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.
 Amendment and Restatement Deed
  Each company listed in Schedule 1
 Each company listed in Schedule 2
 Each financial institution listed in Schedule 3
 
       Reference
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Contents
 1.
INTERPRETATION
    
    
    11.1      Definitions
    
    
    11.2      Terms defined in the Facility Agreement
    
    
    21.3      Rules for interpreting this document
    
    
    21.4      Transaction Document
    
    
    22.
CONSIDERATION
    
    
    23.
AMENDMENTS
    
    
    23.1      Amendment to Facility Agreement
    
    
    23.2      Effect of amendment
    
    
    24.
EFFECTIVE DATE
    
    
    25.
GUARANTORS ACKNOWLEDGMENT AND AGREEMENT
    
    
    36.
GENERAL
    
    
    36.1      Governing law
    
    
    36.2      Giving effect to this document
    
    
    36.3      Waiver of rights
    
    
    36.4      Operation of this document
    
    
    46.5      Exclusion of contrary legislation
    
    
    46.6      Amendment
    
    
    46.7      Counterparts
    
    
    46.8      Attorneys
    
    
    4Schedule1
BORROWERS
    
    
    52
GUARANTORS
    
    
    93
LENDERS
    
    
    174
AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
    
    
    18
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Amendment and Restatement Deed
 DATE

23 June 2011 PARTIES
 Each company listed in Schedule 1(each a Borrowerand together the Borrowers)Each company listed in Schedule 2(each a Guarantorand together the Guarantors)Each financial institution listed in Schedule 3(each the Lenderand together the Lenders)
 RECITALS
 I.
    
    Under the Facility Agreement, the Lenders have granted certain cash advance, trade finance
and hedging facilities to one or more Borrowers (as the case may be) and certain guarantors
have jointly and severally guaranteed the punctual payment and satisfaction of the Amount
Owing by the Borrowers to the Lenders.II.
    
    At the request of Sims Metal Management Limited (ABN 69 114 838 630), the parties to the
Facility Agreement have agreed to make various amendments to the terms of the Facilities as
set out in that document, including to accommodate the entry by Sims, the Lenders and certain
other parties into the Common Terms Deed.III.
    
    Accordingly, the parties wish to amend and restate the Facility Agreement in the manner set
out in this document.
 OPERATIVE PROVISIONS
 1. INTERPRETATION
  1.1
    
    DefinitionsThe following definitions apply in this document.Common Terms Deedmeans the document of that titled dated on or about 23 June 2011 between,
amongst others, the Borrowers, certain guarantors and the Lenders.Companiesmeans the Borrowers and the Guarantors and Companymeans any of them, as the
context may require.Effective Datehas the meaning set out in clause 4.Establishment Feemeans the amount specified as the Establishment Fee in a fee letter or
fee letters substantially in the form set out in Annexure G of the Facility Agreement (as
amended and restated by this document) delivered by the Lenders to Sims on or before the
date of this document.Facility Agreementmeans the Multi Option Facility Agreement of that title dated 3
December 2003 between, amongst others, the Borrowers, certain guarantors and the Lenders,
as amended and restated on 6 December 2005, 26 June 2008, 2 November 2009, 12 May 2010 and
7 October 2010.
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1.2
    
    Terms defined in the Facility AgreementA term (other than a term defined in clause 1.1) that is defined in the Facility Agreement
(as amended and restated by this document) or the Common Terms Deed has the same meaning in
this document.
 1.3
    
    Rules for interpreting this documentClauses 1.3, 1.5, 1.6 and 1.7 of the Common Terms Deed apply to this document as if they
were set out in full in this document, except that any reference to this deed is replaced
by a reference to this document.
 1.4
    
    Transaction Document
 (a)
    
    This document is a Transaction Document for the purposes of the definition
of Transaction Documents in clause 1.1 of the Facility Agreement.(b)
    
    This document is a Transaction Document in respect of each Lender under the
Facility Agreement for the purpose of the definition of Transaction Document in
clause 1.2 of the Common Terms Deed.
 2.
    
    CONSIDERATIONEach party acknowledges that it has received valuable consideration for entering into this
document.
 3.
    
    AMENDMENTS
 3.1
    
    Amendment to Facility Agreement
 (a)
    
    The Facility Agreement is amended and restated with effect on and from the
Effective Date to read as set out in Schedule 4.(b)
    
    Paragraph (a) does not affect any right or obligation of any party that
arises before the Effective Date.
 3.2
    
    Effect of amendment
 (a)
    
    Except as expressly amended by this document, the Facility Agreement is
confirmed and remains in full force and effect.(b)
    
    With effect on and from the Effective Date:
 (i)
    
    the Facility Agreement and this document will be read and
construed as one document; and(ii)
    
    references in the Facility Agreement to this Agreementwill
be read and construed as references to the Facility Agreement as amended by
this document.
 4.
    
    EFFECTIVE DATEThe Effective Date is the date on which HSBC (Australia) has received:
 (a)
    
    each of the documents set out in Schedule 4 of the Common Terms Deed in form
and substance satisfactory to it;
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(b)
    
    an original counterpart of a fee letter or fee letters substantially in the
form set out in Annexure G of the Facility Agreement (as amended and restated by this
document), duly executed by Sims; and(c)
    
    payment of the Establishment Fee and any other fees then due and payable.
 5.
    
    GUARANTORS ACKNOWLEDGMENT AND AGREEMENTEach Guarantor unconditionally and irrevocably:
 (a)
    
    consents and agrees to the amendments to the Facility Agreement contemplated
by this document, and to the other Guarantors entering into this document; and(b)
    
    ratifies and confirms its execution of each Transaction Document to which it
is a party.
 6.
    
    GENERAL
 6.1
    
    Governing law
 (a)
    
    This document is governed by the laws of the State of New South Wales.(b)
    
    Each Company submits to the nonexclusive jurisdiction of the courts of the
State of New South Wales, and of any court that may hear appeals from any of those
courts, for any proceedings in connection with this document.(c)
    
    Each Company irrevocably waives:
 (i)
    
    any objection to the venue of any proceedings on the ground
that they have been brought in an inconvenient forum; and(ii)
    
    any immunity from set off, suits, proceedings and execution
to which it or any of its property may now or in the future be entitled under
any applicable law.
 (d)
    
    Each Company agrees that a document required to be served in proceedings in
connection with this document may be served:
 (i)
    
    by being delivered to or left at its address for service of
notices under the Facility Agreement; or(ii)
    
    in any other way permitted by law.
 6.2
    
    Giving effect to this documentEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this document.
 6.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the
exercise of the right;
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(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of
that right or as an estoppel precluding enforcement of that right if it arises again;
and(c)
    
    the exercise of a right does not prevent any further exercise of that right
or of any other right.
 6.4
    
    Operation of this document
 (a)
    
    Any right that a person may have under this document is in addition to, and
does not replace or limit, any other right that the person may have.(b)
    
    Any provision of this document which is unenforceable or partly unenforceable
is, where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this document.
 6.5
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by a party
of a right or remedy, under or relating to this document is excluded to the full extent
permitted by law.
 6.6
    
    AmendmentThis document can only be amended or replaced by another document signed by the parties.
 6.7
    
    CounterpartsThis document may be executed in counterparts.
 6.8
    
    AttorneysEach person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.
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Schedule 1
 BORROWERS
 Company Name
    
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place ofIncorporationAustralian BorrowersSims Group
Australia Holdings
Limited
    
    
    
    ABN 37 008 634 526
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    ACT, AustraliaSims Metal
Management Limited
    
    
    
    ABN 69 114 838 630
    
    
    
    Sir Joseph Banks 
Corporate Park 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 Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    ACT, AustraliaSims Metal
Management Limited
    
    
    
    ABN 69 114 838 630
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    VIC, AustraliaUK BorrowersSims Group UK
Holdings Limited
    
    
    
    2904307
    
    
    
    Long Marston 
Stratford-Upon-Avon
Warwickshire CV37
8AQ
    
    
    United KingdomSims Group UK
Limited
    
    
    
    3242331
    
    
    
    Long Marston 
Stratford-Upon-Avon
Warwickshire CV37
8AQ
    
    
    United KingdomMirec B.V.
    
    
    
    N/A
    
    
    
    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    
    The NetherlandsSims Metal
Management Asia
Limited (formerly
known as Sims Asia
Holdings Limited)
    
    
    
    30512
    
    
    
    5407-8, 54th Floor,
Hopewell Centre, 183
Queens Road East,
Wanchai, Hong Kong
    
    
    Hong Kong
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place ofIncorporationUS 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 85016
    
    
    Arizona, USASMM New England
Corporation
(formerly known as
Metal 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, USAMetal Management
Midwest, Inc.
    
    
    N/A
    
    
    
    
    c/o Illinois 
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    
    Illinois, USA
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place of
IncorporationMetal 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, USASims Recycling
Solutions Holdings
Inc. (formerly
Sims Recycling
Solutions, Inc.)
    
    
    N/A
    
    
    
    
    c/o Illinois 
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    
    Illinois, USASims Recycling
Solutions, Inc.
(formerly United
Refining &
Smelting Co)
    
    
    N/A
    
    
    
    
    c/o Illinois 
Corporation Service
Company
801 Adlai Stevenson
Drive
Springfield, IL 62703
    
    
    Illinois, USA
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Company Name
    
    

    Registered Number

    
    
    Registered Office
    
    
    Place ofIncorporationHK Trade BorrowerSims Metal Management Asia 
Limited (formerly known as 
Sims Asia Holdings Limited)
    
    
    30512
    
    
    
    
    5407-8, 54th Floor,
Hopewell Centre, 183
Queens Road East,
Wanchai, Hong Kong
    
    
    Hong KongGerman BorrowersSims Group German Holdings GmbH
    
    
    N/A
    
    
    
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    
    GermanySims M+R GmbH
    
    
    N/A
    
    
    
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    
    Germany




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Schedule 2
 GUARANTORS
 Company Name
    
    

Registered Number
    


Registered Office
    
    Place ofIncorporationAustraliaSimsmetal Properties QLD 
Pty Limited (formerly known 
as Sims Energy Pty Limited)
    
    
    
    ABN 42 009 667 752
    

    
    
    Sir Joseph Banks
Corporate Park 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 Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    ACT, AustraliaSims Metal Management 
Limited
    
    
    
    ABN 69 114 838 630
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, AustraliaSims Industrial Pty Limited
    
    
    
    ABN 95 000 090 479
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, AustraliaSimsmetal Properties NSW 
Pty Limited (formerly known 
as Sims Manufacturing Pty 
Limited)
    
    
    
    ABN 13 004 332 870
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, AustraliaSimsmetal Holdings Pty. Ltd.
    
    
    
    ABN 97 000 021 563
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, AustraliaSimsmetal Services Pty.
Limited
    
    
    
    ABN 76 000 166 987
    
    
    
    Sir Joseph Banks
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, AustraliaSims Aluminium Pty Limited
    
    
    
    ABN 93 004 370 905
    
    
    
    Sir Joseph Banks 
Corporate Park Suite
3 Level 2
32 Lord Street
Botany NSW 2019
    
    
    NSW, Australia
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Company Name
    
    
    Registered Number
    

    Registered Office
    
    Place ofIncorporationUnited 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 KingdomThe NetherlandsMirec B.V.
    
    
    
    N/A
    
    
    
    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    
    The NetherlandsNew ZealandSimsmetal Industries Limited
    
    
    
    3597
    
    
    
    James Fletcher Drive
Otahuhu, Auckland,
New Zealand
    
    
    New ZealandSwedenSims Recycling Solutions AB
    
    
    
    N/A
    
    
    
    Karosserigatan 6 641
51 Katrineholm
Sweden
    
    
    SwedenGermanySims Group German Holdings 
GmbH
    
    
    
    N/A
    
    
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    
    GermanySims M+R GmbH
    
    
    
    N/A
    
    
    
    Rathenaustrasse 10,
59191 Bergkamen,
Germany
    
    
    GermanyHong KongSims Metal Management Asia 
Limited (formerly 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
    
    
    Canada
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Company Name
    
    
    Registered Number
    

    Registered Office
    
    Place ofIncorporationSims Group Canada Holdings 
Limited
    
    
    
    N/A
    
    
    
    Suite 2300, 550
Burrard Street, Box
30, Vancouver,
British Columbia V6C
2B5, Canada
    
    
    CanadaUnited States of AmericaSims Group USA Corporation
    
    
    
    N/A
    
    
    
    c/o Corporation
Service Company
2711 Centerville
Road
Suite 400,
Wilmington, Delaware
19808
    
    
    Delaware, USACIM 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, USA
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Company Name
    
    
    Registered Number
    

    Registered Office
    
    Place ofIncorporationMetal 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 85016
    
    
    Arizona, USASMM New England Corporation
(formerly known as Metal
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, USA
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place ofIncorporationMetal 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
    
    
    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
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place ofIncorporationMetal 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, USAReserve Iron & Metal 
Limited Partnership
    
    
      N/A
    
    
    c/o Corporation
Service Company
2711 Centerville
Road
Suite 400,
Wilmington, Delaware
19808
    
    
    Delaware, USA
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place ofIncorporationSchiabo 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 Municipal Recycling of
New York LLC
    
    
      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
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Company Name
    
    
    Registered Number
    
    
    Registered Office
    
    
    Place of
 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, USAPort Albany Ventures LLC
    
    
    N/A
    
    
    
    
    c/o Corporation
Service Company
2711 Centerville
Road
Suite 400,
Wilmington, Delaware
19808
    
    
    Delaware, USAMetal Management Aerospace,
Inc.
    
    
    N/A
    
    
    
    
    c/o Corporation
Service Company
2711 Centerville
Road
Suite 400,
Wilmington, Delaware
19808
    
    
    Delaware, USA
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Schedule 3
 LENDERS
 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
    
    
    8 Canada Square, London, E14 5HQHSBC Bank USA, National Association
    
    
    
    
    
    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
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SCHEDULE 4
 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
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Amended and Restated Multi Option Facility AgreementThe companies specified in Annexure AThe Banks and Financial Institutions specified in Annexure B(BLAKE DAWSON)Level 36, Grosvenor Place225 George StreetSydney NSW 2000AustraliaT 61 2 9258 6000F 61 2 9258 6999ReferencePAJ JWPM PRA 02 2018 0405©Blake Dawson 2010
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Contents
 1. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Interpretation
    
    
    101.3 Incorporated definitions
    
    
    121.4 Incorporated provisions
    
    
    121.5 Joint and several liability
    
    
    122. THE FACILITIES
    
    
    122.1 Cash Advance Facilities
    
    
    122.2 Trade Finance Facility
    
    
    132.3 Hedging Facility
    
    
    132.4 Purpose
    
    
    142.5 Cancellation of Undrawn Commitment
    
    
    143. CONDITIONS PRECEDENT
    
    
    153.1 Conditions precedent to initial funding
    
    
    153.2 Benefit of conditions precedent
    
    
    154. FUNDING
    
    
    164.1 Funding Notice
    
    
    164.2 Limitations on Funding Notices
    
    
    175. REPAYMENT
    
    
    175.1 Repayment
    
    
    176. COMMITMENT EXCEEDED
    
    
    186.1 Excess of limit
    
    
    186.2 Cash cover
    
    
    187. UNLAWFULNESS
    
    
    197.1 Unlawfulness
    
    
    198. MARKET DISTURBANCE AND REVIEW OF FACILITIES
    
    
    198.1 Disturbance Notice
    
    
    198.2 Market Disturbance Premium
    
    
    198.3 Alternative Arrangements
    
    
    208.4 Alternative Basis
    
    
    208.5 Terms of fee letters
    
    
    209. EXTENSION OF TERMINATION DATE
    
    
    2110. COMMITMENT FEE
    
    
    2210.1 Commitment Fee
    
    
    2211. REPRESENTATIONS AND WARRANTIES
    
    
    22
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11.1 General Representations and warranties
by each Borrower
    
    
    2211.2 Continuing representations and warranties
    
    
    2211.3 Acknowledgment of reliance
    
    
    2211.4 Additional representations and warranties
    
    
    2212. UNDERTAKINGS
    
    
    2212.1 Undertakings
    
    
    2213. EVENTS OF DEFAULT
    
    
    2313.1 Events of Default
    
    
    2313.2 Consequences of default
    
    
    2313.3 Cash Cover
    
    
    2313.4 Technical Event of Default
    
    
    2414. INTEREST ON OVERDUE AMOUNTS
    
    
    2414.1 Default interest
    
    
    2414.2 Additional interest
    
    
    2415. INDEMNITIES
    
    
    2515.1 General indemnity
    
    
    2515.2 Survival of indemnities
    
    
    2516. ASSIGNMENT
    
    
    2516.1 Assignment
    
    
    2516.2 Confidential information
    
    
    2617. PRESERVATION OF RIGHTS
    
    
    2617.1 Waiver and exercise of rights
    
    
    2617.2 Rights cumulative
    
    
    2617.3 Further assurances
    
    
    2617.4 Time of the essence
    
    
    2618. GENERAL PROVISIONS
    
    
    2718.1 Invalid or unenforceable provisions
    
    
    2718.2 Certifications
    
    
    2718.3 Amendment
    
    
    2718.4 Counterparts
    
    
    2718.5 Successors and assigns
    
    
    2719. ADDITIONAL BORROWERS
    
    
    2720. NEW RELATED PARTY
    
    
    2820.1 New Related Party
    
    
    2821. GOVERNING LAW AND JURISDICTION
    
    
    2821.1 Governing law
    
    
    2821.2 Jurisdiction
    
    
    2821.3 Service of process
    
    
    2821.4 Agent for service of process
    
    
    2821.5 Execution by attorneys
    
    
    29
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Schedule
 1 CASH ADVANCE FACILITIES
    
    
    302 AUSTRALIAN TRADE FACILITIES AND HK TRADE FACILITY
    
    
    343 US TRADE FACILITY
    
    
    414 BANK GUARANTEE AND STANDBY LETTER OF CREDIT FACILITY
    
    
    455 HEDGING FACILITY
    
    
    50
 Annexure
 A BORROWERS
 B LENDERS
 C CAF LENDERS
 D FUNDING NOTICE
 E NOT USED
 F ADDITIONAL BORROWER ACCESSION DEED
 G 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, on 7 October 2010 and on or about 23 June 2011)
 PARTIES
 The companies specified in Annexure A
 The Banks and Financial Institutions specified in Annexure B
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION
 1.1
    
    DefinitionsAccession Deedmeans an agreement substantially in the form of Annexure F under which a
wholly owned Subsidiary of Sims becomes a Borrower under this Agreement and each other
agreement which a Lender and a Borrower agree in writing to be an Accession Deed for the
purposes of this Agreement;Additional Borrowermeans each wholly owned Subsidiary of Sims which becomes an Additional
Borrower under this Agreement pursuant to clause 19;Advancehas the meaning given to it in Schedule 1;Affiliate Lendersmeans, in relation to a Lender, each Related Company of the Lender, and
Affiliate Lendermeans any one of them;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 Lender 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 Lender that provides that Hedging Facility;
 AUDand $mean the lawful currency for the time being of Australia;AUD CAF Lendersmeans the banks and financial institutions specified in Annexure C as the
AUD CAF Lenders, and AUD CAF Lendermeans any one of them;
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AUD Cash Advance Facilitiesmeans the cash advance facilities granted to the Borrowers
under clause 2.1(a);
 AUD Commitmentmeans the amount described as the AUD Commitment set out in a fee letter
or fee letters substantially in the form set out in Annexure G delivered from time to time
by the Lenders to Sims;Australian Borrowersmeans:
 (a)
    
    Sims;(b)
    
    Sims Group Australia Holdings Limited (ABN 37 008 634 526); and(c)
    
    any Additional Borrower designated as such in an Accession Deed,
 and Australian Borrowermeans any one of them;Australian Trade Borrowersmeans:
 (a)
    
    Sims;(b)
    
    Sims Group Australia Holdings Limited (ABN 37 008 634 526); and(c)
    
    any Additional Borrower designated as such in an Accession Deed,
 and Australian Trade Borrowermeans any one of them;
 Australian Trade Facilitymeans the trade facility granted to the Australian Trade
Borrowers under clause 2.2(a) as part of the relevant Trade Finance Facility;Availability Periodmeans, for a Facility, the period starting on the date of this
Agreement and ending on the earlier of:
 (a)
    
    the Final Repayment Date; and(b)
    
    the date on which that Facility is cancelled in full or terminated under this
Agreement;
 Bankmeans a deposit-taking institution authorised to carry on banking business under the
Banking Act 1959(Cth) or under the laws of any Relevant Jurisdiction;Bank Guaranteehas the meaning given to it in Schedule 4;Bank Guarantee and Standby Letter of Credit Facilitymeans the bank guarantee and standby
letter of credit facility granted to the Trade Borrowers under clause 2.2(a) as part of the
Trade Finance Facility;Base Lending Ratemeans the interest rate of the same name published by HSBC (Australia)
from time to time in the daily metropolitan newspapers in Sydney and Melbourne, and in the
Australian Financial Review;Base Ratemeans:
 (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 Lender 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
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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 Lender, 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(II)
    
    the basis on which the rate
quoted on that page is determined is changed and, in the
opinion of that Lender, that rate no longer reflects its cost
of funding to the same extent as it does at the date of this
Agreement,
 in either case:(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 Lender in
good faith to be the appropriate rate and for this purpose that Lender may
have regard to comparable indices then available in any market that Lender
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 Lender 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 Lender 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;
 Borrowersmeans the companies specified in Annexure A and any Additional Borrower, and
Borrowermeans any one of them;Business Daymeans, unless otherwise specified, in relation to an obligation required to be
performed, or any other action required to be taken, in a Relevant Jurisdiction, a day (not
being a Saturday or Sunday) on which Banks are open for general banking business in that
Relevant Jurisdiction;CAF Borrowersmeans:
 (a)
    
    the Australian Borrowers;(b)
    
    the UK Borrowers;(c)
    
    the US Borrowers;(d)
    
    the German Borrowers; and(e)
    
    any Additional Borrower designated as such in an Accession Deed,
 and CAF Borrowermeans any one of them;
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CAF Commitmentsmeans the AUD Commitment, the Euro Commitment, the GBP Commitment and the
USD Commitment.CAF Lendersmeans the AUD CAF Lenders, the Euro CAF Lenders, the GBP CAF Lenders and the
USD CAF Lenders and CAF Lendermeans any one of them;Cash Advance Facilitiesmeans the AUD Cash Advance Facilities, the Euro Cash Advance
Facilities, the GBP Cash Advance Facilities and the USD Cash Advance Facilities and Cash
Advance Facilitymeans any one of them;Claimmeans any claim, cost, damages, debt, expense, Tax, liability, loss, allegation,
suit, action, demand, cause of action or proceeding of any kind irrespective of:
 (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;
 Commitmentmeans:
 (a)
    
    in respect of:
 (i)
    
    the AUD Cash Advance Facilities, the AUD Commitment;(ii)
    
    the Euro Cash Advance Facilities, the Euro Commitment;(iii)
    
    the GBP Cash Advance Facilities, the GBP Commitment;(iv)
    
    the USD Cash Advance Facilities, the USD Commitment; and
 (b)
    
    in respect of:
 (i)
    
    the Trade Finance Facilities (other than the US Trade
Facility), the aggregate of the amount described as the Trade Credit Limit for
the Trade Finance Facility granted by HSBC (Australia) and the amount
described as the Trade Credit Limit for the Trade Finance Facility granted by
HSBC (HK) as set out in a fee letter or fee letters substantially in the form
set out in Annexure G delivered from time to time by the Lenders to Sims; and(ii)
    
    the US Trade Facility, the amount described as the Trade
Credit Limit for the Trade Finance Facility granted by HSBC (UK)as set out in
a fee letter or fee letters substantially in the form set out in Annexure G
delivered from time to time by the Lenders to Sims,
 in each case, as varied or cancelled in accordance with this Agreement. For the avoidance
of doubt, the AUD Commitment for the AUD Cash Advance Facilities, the Euro Commitment for
the Euro Cash Advance Facilities, the GBP Commitment for the GBP Cash Advance Facilities,
the USD Commitment for the USD Cash Advance Facilities, the Commitment for the Trade
Finance Facilities (other than the US Trade Facility) and the Commitment for the US Trade
Facility respectively is an aggregate amount for the relevant Facilities and not an amount
for each individual Facility;
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Commitment Currencymeans, in relation to a Facility, the currency in which the Commitment
for that Facility is denominated;Commitment Feemeans the percentage per annum set out in a fee letter or fee letters
substantially in the form set out in Annexure G delivered from time to time by the Lenders
to Sims;Common Terms Deedmeans the common terms deed dated on or about 23 June 2011 between,
amongst others, the Borrowers and the Lenders;Current Bank Guaranteehas the meaning given to it in Schedule 4;Current Documentary Credithas the meaning given to it in Schedule 2 or Schedule 3 (as the
context may require);Documentary Credithas the meaning given to it in Schedule 2 or Schedule 3 (as the context
may require);entitymeans a legal, administrative or fiduciary arrangement, organisational structure or
other party (including a person) having the capacity to deploy resources in order to
achieve objectives;Equivalent Amountmeans, in relation to any amount in an Approved Foreign Currency on any
day, the equivalent amount in the Commitment Currency of that amount converted by the
relevant Lender at the Spot Rate of exchange for the Approved Foreign Currency on that day;Euromeans the single lawful currency of a Participating Member State;Euro CAF Lendersmeans the banks and financial institutions specified in Annexure C as the
Euro CAF Lenders, and Euro CAF Lendermeans any one of them;Euro Commitmentmeans the amount described as the Euro Commitment set out in a fee letter
or fee letters substantially in the form set out in Annexure G delivered from time to time
by the Lenders to Sims;Euro Cash Advance Facilitiesmeans the cash advance facilities granted to the Borrowers
under clause 2.1(b);Event of Defaultmeans an event specified in clause 13.1;Expiry Datefor a Bank Guarantee, a Standby Letter of Credit or a Documentary Credit, has
the meaning given to it in Schedule 2, Schedule 3 or Schedule 4, as the case may be;Export Letter of Credithas the meaning given to it in Schedule 2;[*]Face Value Amountfor a Bank Guarantee, a Standby Letter of Credit or a Documentary Credit,
has the meaning given to it in Schedule 2, Schedule 3 or Schedule 4, as the case may be;Facilitiesmeans each Cash Advance Facility, each Trade Finance Facility and the Hedging
Facility and each facility which is part of any of those facilities, and Facilitymeans any
one of them;Final Repayment Datemeans the earliest of:
 (a)
    
    the Termination Date;
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(b)
    
    the date of any notice by a Lender requiring repayment under clause 5.2 of
the Common Terms Deed;(c)
    
    the date of any request by a Lender for repayment under clause 13.2;(d)
    
    the date of any request by a Lender for repayment under clause 6; or(e)
    
    such later date as may be agreed by the Lenders;
 Funding Datemeans, in respect of an advance under a Facility, the date on which that
advance is or is to be made;Funding Noticemeans a notice given under clause 4 which satisfies the requirements of that
clause 4;Funding Periodin relation to a Facility, has the meaning given to it in the Schedule for
that Facility;GBPmeans the lawful currency for the time being of the United Kingdom;GBP Commitmentmeans the amount described as the GBP Commitment set out in a fee letter
or fee letters substantially in the form set out in Annexure G delivered from time to time
by the Lenders to Sims;GBP CAF Lendersmeans the banks and financial institutions specified in Annexure C as the
GBP CAF Lenders, and GBP CAF Lendermeans any one of them;GBP Cash Advance Facilitiesmeans the cash advance facilities granted to the Borrowers
under clause 2.1(c);German Borrowersmeans:
 (a)
    
    Sims M+R GmbH;(b)
    
    Sims Group German Holdings GmbH; and(c)
    
    any Additional Borrower designated as such in an Accession Deed,
 and German Borrowermeans any one of them;Hedging Facilitiesmeans the respective hedging facilities made available by each Lender
under clause 2.3;HK Trade Borrowersmeans:
 (a)
    
    Sims Metal Management Asia Limited (previously known as Sims Asia Holdings
Limited); and(b)
    
    any Additional Borrower designated as such in an Accession Deed,
 and HK Trade Borrowermeans any one of them;HK Trade Facilitymeans the trade facility granted to the HK Trade Borrower under clause
2.2(b) as part of the relevant Trade Finance Facility;HKDmeans the lawful currency for the time being of Hong Kong Special Administrative
Region;HSBC (Australia)means HSBC Bank Australia Limited (ABN 48 006 434 162);
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HSBC (HK)means The Hongkong and Shanghai Banking Corporation Limited (ABN 65 117 925 970);HSBC (UK)means HSBC Bank plc;HSBC (US)means HSBC Bank USA, National Association;Interest Payment Datein respect of a Facility has the meaning given to it in the Schedule
for that Facility;Issuance Datemeans, with respect to a Documentary Credit, Bank Guarantee, or Standby
Letter of Credit, the date on which that Documentary Credit, Bank Guarantee or Standby
Letter of Credit is or is to be issued;Lendersmeans the banks and financial institutions specified in Annexure B, and Lender
means any one of them;Lending Officemeans, in relation to a Lender and a Borrower to which the Lender provides a
Facility under this Agreement, the office of the Lender in the Borrowers Relevant
Jurisdiction set out in Annexure B;Marginmeans, for a Facility made available by a Lender under this Agreement, the Lenders
Margin for that Facility as defined in the relevant Schedule;Opening Datefor a Bank Guarantee or a Standby Letter of Credit or a Documentary Credit,
has the meaning given to it in Schedule 2, Schedule 3 or Schedule 4, as the case may be;Overdue Ratemeans the aggregate of [*]and:
 (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(b)
    
    in all other cases, the Base Lending Rate;
 Participating Member Statemeans any member state of the European Communities that adopts
or has adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union;Principal Outstandingmeans, at any time:
 (a)
    
    in respect of a Cash Advance Facility, the aggregate of all outstanding
Advances denominated in the Commitment Currency for that Cash Advance Facility and the
Equivalent Amount of all outstanding Advances under that Cash Advance Facility in
another Approved Currency 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 Equivalent Amount of the total Face Value all
Current Documentary Credits, Current Bank Guarantees and Current Standby
Letters of Credit denominated in another Approved Currency at that time; and(ii)
    
    all outstanding Trade Advances denominated in AUD and the
Equivalent Amount of all outstanding Trade Advances in another Approved
Currency at that time;
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Related Companymeans, in relation to a company, any other company of which the first
mentioned company is the Holding Company, a Subsidiary or a Subsidiary of the Holding
Company of such other company;Related Partymeans, in relation to an entity, a party which is directly, or indirectly
through one or more intermediaries, controlled by such entity, where control has the
meaning given to it in Accounting Standard AASB 124: Related Party Disclosures;Relevant Borrowersmeans, in respect of a Lender, the Borrowers to which the Lender
provides a Facility under this Agreement;Relevant Jurisdictionsmeans Australia, the United States of America, the United Kingdom,
Germany and any other jurisdiction in which a Transaction Party is incorporated, and
Relevant Jurisdictionmeans any one of them;Repayment Datein respect of a Facility, has the meaning given to it in the Schedule for
that Facility;Spot Ratemeans the best rate reasonably obtainable by the relevant Lender in accordance
with its usual practice and in the interbank market selected by it for the purchase of one
currency with another at or about 11:00 am on the day such exchange rate is to apply and in
the case of a Funding Period the rate so obtainable on the first day of that Funding
Period;Standby Letter of Credithas the meaning given to it in Schedule 4;Termination Datemeans the date described as the Termination Date as set out in a fee
letter substantially in the form set out in Annexure G delivered from time to time by the
Lenders to Sims or such later date as may be agreed by the Lenders (in their sole and
absolute discretion) under clause 9;Trade Advancefor a Trade Facility, has the same meaning given to it in Schedule 2;Trade Borrowersmeans the Australian Trade Borrowers, the HK Trade Borrowers and the US
Trade Borrowers and Trade Borrowermeans any one of them;Trade Credit Limitmeans, for a Trade Finance Facility, the amount described as such as set
out in a fee letter or fee letters substantially in the form set out in Annexure G
delivered from time to time by the Lenders to Sims in each case, as varied or cancelled in
accordance with this Agreement or as varied from time to time with the prior written
consent of HSBC (Australia), HSBC (HK) and HSBC (UK);Trade Facilitiesmeans the trade facilities granted to the Australian Trade Borrowers, the
HK Trade Borrower and the US Trade Borrower under clause 2.2(a), clause 2.2(b) and clause
2.2(c) (respectively) as part of the relevant Trade Finance Facility, and Trade Facility
means any one of them;Trade Finance Facilitiesmeans:
 (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),
 and Trade Finance Facilitymeans any one of them;
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Trade Lendersmeans HSBC (Australia), HSBC (HK) and HSBC (UK) and Trade Lendermeans any of
them;Transaction Documentsmeans:
 (a)
    
    this Agreement;(b)
    
    the Common Terms Deed;(c)
    
    each Hedging Agreement made with a Lender;(d)
    
    each Transaction Document of a Lender, as defined in the Common Terms Deed;(e)
    
    each document which a Lender and a Borrower agree in writing is a Transaction
Document for the purposes of this Agreement; and(f)
    
    each document entered into or provided under any of the documents described
in paragraphs (a), (b), (c), (d) or (e) or for the purpose of amending or novating any
of those documents, including any Bank Guarantee, Documentary Credit or Export Letter
of Credit,
 and Transaction Documentmeans any of them and, when used in relation to a Transaction
Party, means any of those documents to which that Transaction Party is a party;UCPhas the meaning given to it in Schedule 2 or Schedule 3 (as the context may require);UK Borrowersmeans:
 (a)
    
    Sims Group UK Holdings Limited;(b)
    
    Sims Group UK Limited;(c)
    
    Mirec B.V.;(d)
    
    Sims Metal Management Asia Limited; and(e)
    
    any Additional Borrower designated as such in an Accession Deed,
 and UK Borrowermeans any one of them;Undrawn Commitmentmeans, at any time the Commitment less the Principal Outstanding;USDmeans the lawful currency for the time being of the United States of America;USD CAF Lendersmeans the banks and financial institutions specified in Annexure C as the
USD CAF Lenders, and USD CAF Lendermeans any one of them;USD Cash Advance Facilitiesmeans the cash advance facilities granted to the Borrowers
under clause 2.1(d);USD Commitmentmeans the aggregate of the amounts described as the USD Commitment, as set
out in a fee letter or fee letters substantially in the form set out in Annexure G
delivered from time to time by the Lenders to Sims;USD Equivalentmeans, in relation to any amount in an Approved Currency on any day, the
equivalent amount in USD of that amount converted by the relevant Lender at the Spot Rate
of exchange for the Approved Currency on that day;US Borrowersmeans:
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(a)
    
    Sims Group USA Corporation;(b)
    
    Metal Dynamics Detroit LLC;(c)
    
    Metal Management Alabama, Inc.;(d)
    
    Metal Management Arizona, L.L.C.;(e)
    
    SMM New England Corporation (formerly known as 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;(n)
    
    Sims Recycling Solutions Holdings Inc. (formerly Sims Recycling Solutions,
Inc.);(o)
    
    Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co); and(p)
    
    any Additional Borrower designated as such in an Accession Deed,
 and US Borrowermeans any one of them;US Trade Borrowersmeans:
 (a)
    
    Sims Group Global Trade Corporation; and(b)
    
    any Additional Borrower designated as such in an Accession Deed,
 and US Trade Borrowermeans any one of them; andUS Trade Facilitymeans the trade facilities granted to the US Trade Borrower under clause
2.2(c) as part of the relevant Trade Finance 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;(iv)
    
    to an agreement includes any undertaking, representation,
deed, agreement or legally enforceable arrangement or understanding whether
written or not;
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(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
 (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.
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(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
    
    Incorporated definitions
 A term defined in the Common Terms Deed has the same meaning when used in this Agreement,
unless defined to have a different meaning in this Agreement.
 1.4
    
    Incorporated provisions
 Clauses 1.7, 9, 15.2 and 16 of the Common Terms Deed apply to this Agreement as if set out
in full in this Agreement and as if references in those clauses to this deed were to
this Agreement.
 1.5
    
    Joint and several liability
 (a)
    
    Each agreement, warranty, representation or obligation made, given or
incurred by a Borrower binds all Borrowers in this Agreement jointly and each of them
severally.
 (b)
    
    Each Lender may enforce its rights under this Agreement and proceed
against any one or more Borrowers in the manner, order and at the times the Lender
determines in its absolute discretion. A Lender is not required to enforce its rights
or proceed against all Borrowers.
 (c)
    
    A notice given by a Lender to Sims or to any one Borrower with a copy to
Sims is to be considered to have been given to all Borrowers.
 2.
    
    THE FACILITIES2.1
    
    Cash Advance Facilities
 (a)
    
    Each of the AUD CAF Lenders 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)
    
    Each of the Euro CAF Lenders 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.
 (c)
    
    Each of the GBP CAF Lenders 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.
 (d)
    
    Each of the USD CAF Lenders 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.
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(e)
    
    A CAF Lender 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 AUD Cash Advance
Facilities provided by all AUD CAF Lenders would exceed the AUD Commitment;
 (ii)
    
    the Principal Outstanding under the Euro Cash Advance
Facilities provided by all Euro CAF Lenders would exceed the Euro Commitment;
 (iii)
    
    the Principal Outstanding under the GBP Cash Advance
Facilities provided by all GBP CAF Lenders would exceed the GBP Commitment; or
 (iv)
    
    the Principal Outstanding under the USD Cash Advance
Facilities provided by all USD CAF Lenders would exceed the USD Commitment.
 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.
 (d)
    
    A Trade Lender 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 Lender would exceed the Trade Credit Limit
corresponding to that Trade Lender; or
 (ii)
    
    the Principal Outstanding under the Trade Finance
Facility provided by each Trade Lender 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.
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2.4
    
    Purpose
 (a)
    
    A Borrower must only utilise a Facility for an Approved Purpose of that
Facility.
 (b)
    
    Each Lender 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
 For a Facility granted by a Lender under clause 2.1 or clause 2.2:
 (a)
    
    the Undrawn Commitment is cancelled at 5:00 pm on the last day of the
Availability Period;
 (b)
    
    Sims 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 the Facility to which the
cancellation will apply; and
 (ii)
    
    in the case of a partial cancellation of the Undrawn
Commitment:
 (A)
    
    for the AUD Cash Advance Facility or the
Trade Finance Facility denominated in AUD, it is at least $250,000 and
a whole multiple of $100,000 unless HSBC (Australia) agrees otherwise;
and
 (B)
    
    for any other Facility, it must comply
with the minimum denominations set out in section 3 of Schedule 1;
 (c)
    
    a written notice of cancellation given under clause 2.5(b) must be signed
by an Authorised Officer of Sims 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 Lender all fees, expenses and other amounts
accrued (whether or not yet payable) under the Transaction Documents up to the 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
Lender 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.
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3.
    
    CONDITIONS PRECEDENT
 3.1
    
    Conditions precedent to initial funding
 No Lender is obliged to make the first funding available under this Agreement unless HSBC
(Australia) confirms in writing that each of the following conditions precedent is
satisfied or waived by all Lenders:
 (a)
    
    HSBC (Australia) has received the following documents in form and
substance satisfactory to it:
 (i)
    
    a verification certificate substantially in the form of
Schedule 2 to the Common Terms Deed providing the details and attachments
specified in that Schedule for each Transaction Party, which is dated not more
than 5 days before the date of HSBC (Australia)s confirmation;
 (ii)
    
    each original power of attorney under which a Transaction
Document has been or will be executed by a Transaction Party;
 (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 Transaction Party have been obtained;
 (B)
    
    all necessary filings, registrations or
other formalities have been completed;
 (C)
    
    all Taxes (other than Excluded Taxes) and
other fees have been paid, or sufficient funds have been provided to
the Lender for the payment of all Taxes (other than Excluded 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
 The conditions precedent in clause 3.1 are for the benefit of each Lender only and may only
be waived by all Lenders. If satisfaction of any condition precedent or condition
subsequent is waived on condition that a Borrower satisfy that or any other requirement at
or before a particular time, that Borrower must comply with that condition.
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4.
    
    FUNDING4.1
    
    Funding Notice
 (a)
    
    A Lender 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 Lender 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,
 or at a later time agreed in writing by the relevant Lender;
 (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 Transaction Party in, or in
connection with, a Transaction Document are true and not misleading,
by omission or in any other way; and
 (B)
    
    no Default has occurred which has not
been remedied or waived by all Lenders 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 a 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 Lender, be in such form and include such
application forms, authorities and documents which that Trade Lender
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 Default has occurred which has not been remedied
or waived by all Lenders or will occur as a result of the proposed utilisation
of the Facility; and
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(ii)
    
    once given is irrevocable.
 4.2
    
    Limitations on Funding Notices
 A Relevant Borrower must not give a Funding Notice to a Lender and the Lender is not
obliged to provide any financial accommodation requested by that Relevant Borrower under a
Facility granted by the Lender to the Relevant Borrowers if, as a result of the Lender
providing the financial accommodation requested in the Funding Notice:
 (a)
    
    in respect of the AUD Cash Advance Facilities, the Principal Outstanding
under the AUD Cash Advance Facilities would exceed the AUD Commitment;
 (b)
    
    in respect of the Euro Cash Advance Facilities, the Principal Outstanding
under the Euro Cash Advance Facilities would exceed the Euro Commitment;
 (c)
    
    in respect of the GBP Cash Advance Facilities, the Principal Outstanding
under the GBP Cash Advance Facilities would exceed the GBP Commitment;
 (d)
    
    in respect of the USD Cash Advance Facilities, the Principal Outstanding
under the USD Cash Advance Facilities would exceed the USD Commitment; or
 (e)
    
    in respect of 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.
 5.
    
    REPAYMENT5.1
    
    Repayment
 (a)
    
    Each Borrower must pay in full the Outstanding Moneys by it to the
Lenders 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 Equivalent
Amount of the total Face Value Amount of all Current Bank Guarantees, Current
Standby Letters of Credit and Current Documentary Credits denominated in
another 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
Equivalent Amount of the total Face Value Amount of all Current Documentary
Credits denominated in another 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
 (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
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Equivalent of the total Face Value Amount of all Current Documentary
Credits denominated in another 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
 If a Lender determines in good faith that the Principal Outstanding under a Cash Advance
Facility or a Trade Finance Facility exceeds the limit of that Facility, Sims and the
Relevant Borrowers must take remedial measures to the Lenders satisfaction with respect to
the excess as soon as possible, and in any event no later than 10 Business Days after being
demanded to do so by the Lender.
 6.2
    
    Cash cover
 (a)
    
    If at any time the Principal Outstanding under a Cash Advance Facility
exceeds 105% of the Commitment for that Cash Advance Facility, Sims shall deposit into
the account held by Sims with HSBC (Australia) (the Margin Account) the amount of
the currency certified by HSBC (Australia) as being required to ensure that the
Principal Outstanding under that Cash Advance Facility at that time less the amount
standing to the credit of the Margin Account will not exceed the Commitment for that
Cash Advance Facility.
 (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, Sims 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)
    
    Sims 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 Sims only to the extent or amount that:
 (i)
    
    in respect of a Cash Advance Facility, the Commitment
under that Cash Advance Facility exceeds the Principal Outstanding under that
Cash Advance Facility 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,
 at the relevant time.
 (d)
    
    Other than as permitted by clause 6.2(c), Sims 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 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.
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(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.
    
    UNLAWFULNESS7.1
    
    Unlawfulness
 Without limitation to and in addition to clause 10.2 of the Common Terms Deed, following
delivery of a notice under clause 10.2(a) of the Common Terms Deed, if a Trade Lender is
not able to provide a Documentary Credit, Bank Guarantee or Standby Letter of Credit
requested by a Trade Borrower, that Trade Lender 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 Lender to the Trade Borrower.
 8.
    
    MARKET DISTURBANCE AND REVIEW OF FACILITIES8.1
    
    Disturbance Notice
 A Lender may give a notice in respect of a Cash Advance Facility it provides (a Disturbance
Notice) to Sims at any time (Disturbance Notice Date) if the Lender forms the view that
market conditions in the relevant financial market for the currency concerned are seriously
disturbed, including without limitation as a result of the conditions described in this
clause 8 (Market Disturbance).
 8.2
    
    Market Disturbance Premium
 If a Lender gives a Disturbance Notice as a result of circumstances where, in the Lenders
opinion:
 (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 Lender of obtaining deposits in the relevant financial
market or other funds to fund an Advance exceeds the Base Rate,
 the Lender will, in the Disturbance Notice, notify Sims of the rate at which the Lender
(acting commercially and in good faith) will charge a premium to be added to the Base Rate
in respect of Funding Periods for each Advance which commences on or after the Disturbance
Notice Date, which rate will be the rate that reflects the Lenders cost of funding the
advances from whatever sources it may reasonably select. The rate must be expressed as a
percentage rate per annum and be rounded up to the nearest fourth decimal place (Market
Disturbance Premium).
 At the beginning of each calendar quarter that commences after the Disturbance Notice Date,
the Lender may amend the Market Disturbance Premium that applies to new Advances advanced
on or after the beginning of that calendar quarter or, in the case of existing Advances, to
new Funding Periods commencing on or after the beginning of that calendar quarter.
 Portions of the Market Disturbance Premium may differ for each Funding Period for an
Advance and also according to which currency that Advance may be made. Despite this, the
relevant Lender need not inform any Transaction Party which portions of the Market
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Disturbance Premium relate to particular Advances, particular Funding Periods for an
Advance, particular currencies for an Advance or any other factor when notifying Sims of
that Market Disturbance Premium for the Cash Advance Facility. The Lender is not required
to give Sims calculations showing how the Market Disruption Premium has been ascertained,
nor is the Lender required to provide details of its business or tax affairs.
 Sims agrees to pay the Market Disturbance Premium on all Advances and in respect of each
Funding Period for those Advances on the relevant Interest Payment Dates during a Funding
Period for that Advance provided that the Market Disturbance Premium that is to apply is
advised to Sims prior to the drawdown for that Advance or the commencement of a new Funding
Period.
 The relevant Lender will promptly notify Sims once it determines the circumstances
requiring a Market Disturbance Premium have ceased to exist. From the time of such notice,
no Market Disturbance Premium for new Advances or new Funding Periods will be payable
unless a further Disturbance Notice is delivered to Sims.
 8.3
    
    Alternative Arrangements
 If a Lender gives a Disturbance Notice as a result of circumstances where, in the Lenders
opinion:
 (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 Lender in the relevant financial market, and the Disturbance
Notice relates to an Advance which has not been made,
 then the Lenders obligations to make the Advance shall be suspended while it and Sims
negotiate alternative arrangements. If they reach agreement within 30 days, those
alternative arrangements will apply. If they do not reach agreement within that period,
the Lender will be released from its obligations to make the Advance.
 8.4
    
    Alternative Basis
 If the Disturbance Notice given under clause 8.3 relates to an Advance which has been made,
the Lender will maintain the Advance, and will within 30 days after giving the Disturbance
Notice notify Sims of an alternative basis (Alternative Basis) for maintaining the Advance.
 Sims will comply with the Alternative Basis. The Lender and Sims will consult monthly
while the Alternative Basis is in force, and if the circumstances which justified the
establishment of the Alternative Basis cease to apply, the Lender will revoke the
Alternative Basis as promptly as practicable.
 An Alternative Basis may include, in the Lenders absolute discretion:
 (a)
    
    alternative currencies;
 (b)
    
    alternative Funding Periods; or
 (c)
    
    alternative methods of fixing the interest rate.
 8.5
    
    Terms of fee letters
 (a)
    
    Subject to clause 8.5(b) and (d), notwithstanding any other provision of
a Transaction Document, the Commitment, Margin, pricing, fees, costs and other matters
set out in the fee letter or fee letters agreed between the Lenders and
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Sims on or about the date of the Common Terms Deed shall apply at all times until
the Termination Date unless Sims otherwise requests and the Lenders (in their sole
and absolute discretion) agree to change that Commitment, Margin, pricing, fees,
costs and other matters.
 (b)
    
    Subject to clause 8.5(c), if, on the third anniversary of the date of the
Common Terms Deed, the Termination Date has not been extended pursuant to clause 9 and
market conditions and/or market pricing have materially changed when compared to the
market conditions and/or market pricing that applied on the date of the Common Terms
Deed, the Lenders (in their sole and absolute discretion) and Sims may enter into
discussions to renegotiate the Commitment, Margin, pricing, fees, costs and other
matters set out in the fee letter or fee letters agreed between the Lenders and Sims
on or about the date of the Common Terms Deed and agree to amend those terms and
extend the term of the Facilities.
 (c)
    
    The Lenders are under no obligation whatsoever to enter into the
discussions described in clause 8.5(b) with Sims.
 (d)
    
    At any time, Sims may request to amend the Commitment, Margin, pricing,
fees, costs or other matters set out in the most recent fee letter or fee letters
agreed between the Lenders and Sims, which the Lenders (in their sole and absolute
discretion) may agree. If the Lenders agree to amend the most recent fee letter or fee
letters agreed between the Lenders and Sims, the Lenders may deliver to Sims a
replacement fee letter or fee letters (as applicable) in substantially the form set
out in Annexure G (New Fee Letter) amending the terms in the most recent fee letter or
fee letters agreed between the Lenders and Sims as requested by Sims. Each New Fee
Letter shall set out the proposed changes to the Commitment, Margin, pricing, fees,
costs or other matters that will apply to the Facilities. The New Fee Letter will be
effective on the date that Sims signs and returns the New Fee Letter to the Lenders.
 9.
    
    EXTENSION OF TERMINATION DATE
 (a)
    
    Sims may, by notice in writing to the Lenders at least 20 Business Days
prior to the anniversary of the date of the Common Terms Deed (Anniversary Date),
request an extension of the Termination Date by a further 12 months.
 (b)
    
    Following receipt of a request from Sims under clause 9(a), the Lenders
shall, prior to the Anniversary Date, notify Sims if they agree (in their sole and
absolute discretion) to an extension of the Termination Date by a further 12 months.
 (c)
    
    If the Lenders agree to an extension of the Termination Date under clause
9(b):
 (i)
    
    the Termination Date in any fee letter will be deemed on and from
the Anniversary Date to be extended by 12 months; and
 (ii)
    
    [*].
 (d)
    
    There may be no more than two extensions made pursuant to this clause 9,
unless the Lenders otherwise agree (in their sole and absolute discretion).
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10.
    
    COMMITMENT FEE
 10.1
    
    Commitment Fee
 The Borrowers must pay HSBC (Australia) (for the account of the Lenders) a non refundable
Commitment Fee on the Undrawn Commitment for each CAF Commitment. The 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 in respect of the AUD Commitment and GBP Commitment and a 360 day
year in respect of any other CAF Commitment;
 (c)
    
    must be paid to HSBC (Australia) (for the account of the Lenders)
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); and
 (d)
    
    is payable in the Commitment Currency for each CAF Commitment.
 11.
    
    REPRESENTATIONS AND WARRANTIES
 11.1
    
    General Representations and warranties by each Borrower
 Each Borrower makes the representations and warranties contained in clause 3 of the Common
Terms Deed to each Lender in respect of itself and on behalf of each other Transaction
Party (except where the representation and warranty is expressed to apply to Sims only in
which case Sims gives the relevant representation and warranty), as if those
representations and warranties were set out in full in this clause 11.1.
 11.2
    
    Continuing representations and warranties
 The representations and warranties given under this Agreement, including those in this
clause 11, survive the execution of each Transaction Document and are repeated on each date
representations and warranties are repeated under clause 3.2(b) of the Common Terms Deed
with respect to the facts and circumstances then subsisting.
 11.3
    
    Acknowledgment of reliance
 Each Borrower acknowledges that each Lender has entered into each Transaction Document in
reliance on the representations and warranties given under this Agreement.
 11.4
    
    Additional representations and warranties
 The representations and warranties given under this Agreement are in addition to any other
representations and warranties in any other Transaction Document.
 12.
    
    UNDERTAKINGS
 12.1
    
    Undertakings
 Unless all Lenders otherwise agree in writing, each Borrower undertakes, and undertakes to
ensure that each other Transaction Party will (to the extent that the undertaking applies
to a Transaction Party), comply with clause 4 of the Common Terms Deed (except where
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the undertaking is expressed to apply to Sims only in which case Sims gives the relevant
undertaking) and with the following undertaking:
 (a)
    
    (notice to Lenders) it will give notice to the Lenders as soon as it
becomes aware of the same of:
 (i)
    
    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 Transaction Party.
 13.
    
    EVENTS OF DEFAULT
 13.1
    
    Events of Default
 An Event of Default occurs if an Event of Default as defined in the Common Terms Deed
occurs.
 13.2
    
    Consequences of default
 (a)
    
    Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this
Agreement as if set out in full in this Agreement and as if references in those
clauses to this deed were to this Agreement.
 (b)
    
    In addition to and without limitation to clauses 5.2 to 5.4 (inclusive)
of the Common Terms Deed, if an Event of Default occurs, HSBC (Australia) (on behalf
of the Lenders) may by notice to Sims (on behalf of all the Transaction Parties)
require the Borrower to pay to the relevant Lender 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 Equivalent Amount 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.
 This declaration may be given alone or with any or all of the declarations under
clauses 5.2(a)(1) and (2) of the Common Terms Deed.
 (c)
    
    A notice given under clause 13.2(b) is effective on receipt.
 (d)
    
    If HSBC (Australia) (on behalf of the Lenders) gives a notice under
clause 13.2(b), the Borrower must immediately pay to each relevant Lender the
Outstanding Moneys by the Borrower to that Lender in full.
 13.3
    
    Cash Cover
 (a)
    
    Each Lender must hold by way of cash cover any money paid to it under
clause 5.1(b) and clause 13.2(d) 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 Lender may set-off against any remaining balance any amount due and owing to
it under or in connection with this Agreement.
 (c)
    
    A Lender may give notice to Sims requiring it to pay additional money by
way of cash cover to that Lender so that, in its good faith opinion, the total amount
paid is equal to that Lenders total maximum liability under all Current Bank
Guarantees,
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Current Standby Letters of Credit and Current Documentary Credits. Any further
payments must be on the same terms as the original payment.
 (d)
    
    Each Lender will pay interest to Sims on the balance of any amount paid
to it by Sims under clause 13.2(a) 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 Lender from time to time to its customers on similar amounts
until the date determined in accordance with clause 13.3(e).
 (e)
    
    The remaining balance (including interest) of the amounts paid by Sims
under clause 13.2(d) and clause 13.3(c) will be repaid to Sims 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 Transaction
Parties are liable or may become actually or contingently liability to pay to
the Lenders under or in connection with this Agreement.
 13.4
    
    Technical Event of Default
 In addition to and without limitation to clause 5.2(c) of the Common Terms Deed, any notice
given by HSBC (Australia) (on behalf of the Lenders) pursuant to clause 13.2(b) shall be
of no effect if the circumstances described in clauses 5.2(c)(1) and 5.2(c)(2) of the
Common Terms Deed apply.
 14.
    
    INTEREST ON OVERDUE AMOUNTS
 14.1
    
    Default interest
 (a)
    
    In respect of any amount due and payable by a Borrower to a Lender under
a Transaction Document but unpaid (including interest payable under this clause 14.1),
that Borrower must pay interest on that amount to the Lender on demand.
 (b)
    
    Interest under clause 14.1(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 Lender 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 or Euro, 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 Lender at intervals
selected by that Lender or, if no selection is made, at quarterly intervals.
 14.2
    
    Additional interest
 If a liability of a Borrower to a Lender under a Transaction Document becomes merged in a
judgment, that Borrower must, as an independent obligation, pay interest on the amount of
that liability to the Lender. Interest on the amount of that liability will accrue from
the date
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the amount becomes due until the date the amount is paid, both before and after judgment,
at the rate which is the higher of:
 (a)
    
    the rate payable under the judgment; and
 (b)
    
    the rate referred to in clause 14.1(b).
 15.
    
    INDEMNITIES
 15.1
    
    General indemnity
 (a)
    
    Each Borrower unconditionally and irrevocably indemnifies each Lender
against any Claim suffered or incurred or payable by the Lender arising directly or
indirectly as a result of 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 15.1(a), the indemnity of each Borrower includes
an indemnity against loss of profit or other loss, cost, penalty, expense or Tax
(other than Excluded Tax) incurred or payable by a Lender 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 Lender
in respect of the Facility or any part of it.
 The amount of loss of profit or other loss may be determined by the Lender by
reference to a pool of funds and averaging techniques rather than by reference to a
specific borrowing or a specific contract made in respect of the Facility or any
part of it.
 (c)
    
    Without limiting clause 15.1(a), the indemnity of each Borrower includes
an indemnity for legal costs and other expenses (and Taxes (other than Excluded Taxes)
on those amounts) on a full indemnity basis.
 15.2
    
    Survival of indemnities
 (a)
    
    The indemnities in this Agreement are continuing obligations of each
Borrower, separate and independent from the other obligations of that Borrower and
survive the termination of this Agreement or any other Transaction Document.
 (b)
    
    It is not necessary for a Lender to incur expense or make payment before
enforcing a right of indemnity under this Agreement.
 16.
    
    ASSIGNMENT
 16.1
    
    Assignment
 Clause 13 of the Common Terms Deed applies to this Agreement as if set out in full in this
Agreement and as if references in that clause to this deed were to this Agreement.
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16.2
    
    Confidential information
 Clause 17.1 of the Common Terms Deed applies to this Agreement as if set out in full and as
if all references to clause 13 were to clause 16.1 of this Agreement and to this
clause 17.1 were to this clause 16.2.
 17.
    
    PRESERVATION OF RIGHTS
 17.1
    
    Waiver and exercise of rights
 (a)
    
    A waiver by a Lender of a provision of or of a right under a Transaction
Document is binding on the Lender only if it is given in writing and is signed by the
Lender or an Authorised Officer of the Lender.
 (b)
    
    A waiver of a breach by a Borrower of a Transaction Document is binding
on a Lender only if that waiver is consented to by all Lenders;
 (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 Lender does not prevent
another exercise or attempted exercise of that right or the exercise of another right.
 (e)
    
    Failure by a Lender to exercise or delay in exercising a right does not
prevent its exercise or operate as a waiver.
 (f)
    
    A Lender 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.
 17.2
    
    Rights cumulative
 The rights, remedies and powers under the Transaction Documents of a Lender, or a
Controller appointed by a Lender, are cumulative and do not exclude any other rights,
remedies or powers.
 17.3
    
    Further assurances
 A Borrower must, at its own expense, whenever requested by a Lender, promptly do or cause
to be done, anything which the Lender considers reasonably necessary or desirable to:
 (a)
    
    give full effect to a Transaction Document; or
 (b)
    
    more fully give effect to the rights, remedies and powers of the Lender
under a Transaction Document or to enable the Lender to exercise those rights,
remedies and powers; or
 (c)
    
    perfect or complete any transfer or assignment referred to in clause 16
and the benefit of any Collateral Security in relation to any transfer or assignment,
 including signing and delivering documents.
 17.4
    
    Time of the essence
 Time is of the essence of the performance by an Borrower of each of its obligations under
each Transaction Document.
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18.
    
    GENERAL PROVISIONS
 18.1
    
    Invalid or unenforceable provisions
 If a provision of a Transaction Document is invalid or unenforceable in a jurisdiction:
 (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.
 18.2
    
    Certifications
 Any document or thing required to be certified by a Borrower must be certified by an
Authorised Officer of a Borrower, as the case requires, or in any other manner that the
Lenders approve.
 18.3
    
    Amendment
 This Agreement may be amended only by a document signed by all parties.
 18.4
    
    Counterparts
 This Agreement may be signed in counterparts and all counterparts taken together constitute
one document.
 18.5
    
    Successors and assigns
 This Agreement is binding on, and has effect for the benefit of, the parties and their
respective successors and permitted assigns.
 19.
    
    ADDITIONAL BORROWERS
 (a)
    
    Sims may request that any of its wholly owned Subsidiaries becomes an
Additional Borrower. That Subsidiary shall become an Additional Borrower if:
 (i)
    
    the Lenders approve the addition of that Subsidiary as an
Additional Borrower;
 (ii)
    
    Sims delivers to the Lenders a duly completed and
executed Accession Deed for the accession of that Subsidiary as an Additional
Borrower;
 (iii)
    
    Sims confirms that no Default is continuing or would
occur as a result of that Subsidiary becoming an Additional Borrower; and
 (iv)
    
    the Subsidiary has acceded as an Additional Borrower
and an Additional Guarantor under the Common Terms Deed.
 (b)
    
    Delivery of an Accession Deed to the Lenders constitutes confirmation by
the relevant Subsidiary that the representations and warranties in the Transaction
Documents are true and correct in relation to it as at the date of delivery as if made
by reference to the facts and circumstances then existing.
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20.
    
    NEW RELATED PARTY20.1
    
    New Related Party
 (a)
    
    Where, after the date of this Agreement, an entity becomes a Related
Party of a Transaction Party and, at such time, financial accommodation has been
provided to such entity by the Lender or any Affiliate Lenders (existing
accommodation), the Lender may, at any time within 60 days after the notification to
the Lender that an entity with existing accommodation has become a Related Party of a
Transaction Party, by notice in writing to that entity or any other Transaction Party
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 a Transaction Party
other than the relevant entity, financial accommodation then provided by the
Lender to that Transaction Party must be reduced by payment of an amount
(specified in the notice) equal to or less than the existing accommodation
within the period specified in the notice.
 (b)
    
    Amounts specified in a notice given pursuant to paragraph (a) are payable
within the period specified in such notice.
 21.
    
    GOVERNING LAW AND JURISDICTION
 21.1
    
    Governing law
 This Agreement is governed by the laws of the state of New South Wales, Australia.
 21.2
    
    Jurisdiction
 Each Borrower 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.
 21.3
    
    Service of process
 Each Borrower agrees that a document required to be served in proceedings about a
Transaction Document may be served:
 (a)
    
    by being delivered to or left at its address for service of notices under
clause 17.4 of the Common Terms Deed; or
 (b)
    
    in any other way permitted by law.
 21.4
    
    Agent for service of process
 (a)
    
    Each Borrower which is not incorporated in Australia (Foreign Borrower)
irrevocably appoints Sims as its agent to receive service of process in any
proceedings about a Transaction Document.
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(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 Sims 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 Lenders in New South Wales and notify each Lender of that
appointment. Until each Lender receives that notification, it will be entitled to
treat Sims (or its successor) as the agent of each Foreign Borrower for the purpose of
this clause.
 21.5
    
    Execution by attorneys
 Each attorney executing this Agreement states that the attorney has no notice of revocation
or suspension of the power of attorney under which the attorney executes this Agreement.
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Schedule 1
 CASH ADVANCE FACILITIES
 1.
    
    Definitions
 In this Schedule, a reference to a section is to a section of this Schedule and unless the
context requires another meaning:
 Advancemeans the principal amount advanced or to be advanced by a CAF Lender to a CAF
Borrower in accordance with a Funding Notice or the amount of the Advance which remains
outstanding;
 Funding Periodmeans, in respect of each Cash Advance Facility, a period selected in
accordance with section 5;
 Interest Payment Datemeans, in respect of each Cash Advance Facility:
 (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
 Marginmeans, in respect of a CAF Borrower, the percentage per annum set out in a fee
letter or fee letters substantially in the form set out in Annexure G delivered from time
to time by the Lenders to Sims.
 2.
    
    Availability
 (a)
    
    Subject to this Agreement, in respect of each AUD Cash Advance Facility,
a CAF Borrower may draw Advances in any Approved Currency during the Availability
Period under the AUD Cash Advance Facility.
 (b)
    
    Subject to this Agreement, in respect of each Euro Cash Advance Facility,
a CAF Borrower may draw Advances in any Approved Currency during the Availability
Period under the Euro Cash Advance Facility.
 (c)
    
    Subject to this Agreement, in respect of each GBP Cash Advance Facility,
a CAF Borrower may draw Advances in any Approved Currency during the Availability
Period under the GBP Cash Advance Facility.
 (d)
    
    Subject to this Agreement, in respect of each USD Cash Advance Facility,
a USD Borrower may draw Advances in any Approved Currency during the Availability
Period under the USD Cash Advance Facility.
 3.
    
    Amount of each Advance
 The principal amount of an Advance under each Cash Advance Facility must be at least:
 (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;
 (c)
    
    for Advances denominated in GBP: GBP350,000 and thereafter in multiples
of no less than GPB50,000;
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(d)
    
    for Advances denominated in Euro: Euro200,000 and thereafter in
multiples of no less than Euro100,000; and(e)
    
    for Advances denominated in any other Approved Foreign Currency, a minimum
amount and integral multiple as advised by a CAF Lender.
 4.
    
    Interest
 (a)
    
    A CAF Borrower must pay interest to a CAF Lender on each Advance provided by
that CAF Lender 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.(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 Euro, or a 365 day year for Advances in other Approved
Currencies.
 5.
    
    SelectionFor an Advance under a Cash Advance Facility:
 (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 Lender 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 Lender);
 (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 Lender 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 Lender.
 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.
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(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 Lender in
accordance with this Agreement.(b)
    
    A CAF Borrower may only prepay to a CAF Lender all or any part of an Advance
provided to it by that CAF Lender by giving the CAF Lender notice of its intention to
do so by 11:00 am on the date of prepayment.(c)
    
    The amount of any partial prepayment of an Advance must be:
 (i)
    
    if the Advance is denominated in AUD, at least $250,000 and
a whole multiple of $50,000; and(ii)
    
    if the Advance is denominated in an Approved Foreign
Currency, compliant with the minimum denominations set out in section 3 of
Schedule 1.
 (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 Lender
arising from an Advance being prepaid other than on the last day of a Funding
Period, as determined by the CAF Lender.
 (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 Lender 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
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pay to the relevant CAF Lender 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 Lender 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 Outstanding Moneys.(c)
    
    A rollover fee as set out in a fee letter or fee letters substantially in the
form set out in Annexure G delivered from time to time by the Lenders to Sims 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 Lenders 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 relevant Cash Advance Facility.(b)
    
    Each CAF Borrower must pay in full to the relevant CAF Lender the Outstanding
Moneys by that CAF Borrower under the relevant Cash Advance Facility on the Final
Repayment Date.
 10.
    
    Review of Margin and Commitment Fee and other termsEach CAF Borrower consents and agrees to, and acknowledges and agrees that its respective
liability under this document extends to, any variation to the Margin, rollover fee, the
Commitment Fee and any other matter set out in each fee letter substantially in the form
set out in Annexure G delivered from time to time by the Lenders to Sims.
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Schedule 2
 AUSTRALIAN TRADE FACILITIES AND HK TRADE FACILITY
  1.
    
    DefinitionsIn this Schedule, a reference to a section is to a section of this Schedule and unless the
context requires another meaning:Approved Invoicemeans an invoice of a Debtor acceptable to HSBC (Australia);Cost of Fundsmeans, in respect of any Funding Period, the rate quoted by the relevant
Lender as its cost of obtaining funds in the currency of the relevant Trade Advance and for
a period comparable to such Funding Period, in such interbank market or by such other means
as that Lender 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 Funding Period;Credithas the meaning given to it in the UCP;Current Documentary Creditmeans a Documentary Credit the Expiry Date of which has not yet
arrived or in respect of which a Trade Borrower has not discharged all of its obligations
under the UCP or this Agreement to the relevant Trade Lender as the corresponding issuer of
that Documentary Credit;Debtormeans the debtor under an Approved Invoice or Documentary Collection;Documentary Creditmeans an irrevocable documentary credit issued or to be issued by a
Trade Lender for the account of a Trade Borrower in accordance with section 3;Documentary Collectionmeans a document evidencing Financial Indebtedness of a Debtor and
acceptable to the relevant Trade Lender;Expiry Dateof a Documentary Credit issued by a Trade Lender means the expiry date
specified in that Documentary Credit, following which no Claim, demand or drawing may be
made on that Trade Lender under that Documentary Credit;Export Letter of Creditmeans a Credit issued by an Issuing Bank in favour of a Trade
Borrower;Face Value Amountmeans for a Documentary Credit issued by a Trade Lender, the maximum
undrawn amount payable by that Trade Lender under that Documentary Credit;Funding Periodmeans, for a Trade Advance made by a Trade Lender, any Funding Period
selected by a Trade Borrower in a Funding Notice, which is acceptable to that Trade Lender;Interest Payment Datemeans, in respect of the Trade Facility, the last day of a Funding
Period;Issuing Bankhas the meaning given to it in the UCP;
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LIBORmeans, for an amount and a period:
 (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,on:(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),
 or (in each case) any page which replaces that page; or
 (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,
 are offered to HSBC (HK) by prime banks, in the interbank market selected by it, at
or about 11.00 am (local time in the place of that market) two Business Days in the
place of that market before the first day of that period;
 Marginmeans, in respect of a Relevant Borrower, a percentage per annum set out in a fee
letter or fee letters substantially in the form set out in Annexure G delivered from time
to time by the Trade Lender that provides the Trade Facility to that Relevant Borrower and
Sims;Opening Datemeans, for a Documentary Credit, the date that Documentary Credit is, or is to
be, issued;Repayment Datemeans, in respect of a Trade Advance, the last day of the Funding Period for
that Trade Advance;Trade Advancemeans, for a Trade Advance Facility, the principal amount advanced or to be
advanced under a Trade Advance Facility in accordance with a Funding Notice or the amount
of the Trade Advance which remains outstanding;Trade Advance Facilitymeans the Clean Import Advance Facility set out in section 4, the
Negotiation Advance Facility set out in section 5 and the Receivables Advance Facility set
out in section 6;Trade Borrowersmeans the Australian Trade Borrowers and the HK Trade Borrowers and Trade
Borrowermeans any one of them;
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Trade Lendersmeans HSBC (Australia) and HSBC (HK) and Trade Lendermeans either of them;
andUCPmeans the Uniform Customs and Practice for Documentary Credits (7th Revision),
International Chamber of Commerce Publication No. 600.2.
    
    Trade FacilitiesSubject to this Agreement:
 (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,
 or any other Approved Currency for the purpose and on the terms and conditions set out
below and on such other terms and conditions as may be agreed from time to time between
that Trade Lender and Sims.3.
    
    Import Documentary Credit Facility3.1
    
    PurposeTo support the establishment and negotiation of sight and/or term irrevocable Documentary
Credits up to a maximum of 120 days and bills drawn thereunder.3.2
    
    Conditions of utilisationA Trade Lender is not obliged to issue any Documentary Credit under this Facility unless
that Trade Lender has received a Funding Notice no later than 11:00 am on the proposed
Issuance Date. A Documentary Credit requested in a Funding Notice received by that Trade
Lender after 11.00 am will, subject to the terms of this Agreement, be issued on the
following Business Day.3.3
    
    Documentary Credits
 (a)
    
    A Trade Lender 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 Lender where the Documentary Credit is issued or any other place
approved by that Trade Lender 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,unless otherwise agreed by that Trade Lender.
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(b)
    
    A Trade Lender 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
Lender 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 Default.
 (c)
    
    Each Trade Borrower unconditionally and irrevocably indemnifies each Trade
Lender on demand against any Claim suffered or incurred or payable by that Trade
Lender arising directly or indirectly as a result of:
 (i)
    
    that Trade Lender 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,
 whether or not the Documentary Credit may be void, voidable or unenforceable.(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
Lender 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 Lender; or(v)
    
    any set-off, counterclaim, defence, deduction or other claim
the relevant Trade Borrower has against the relevant Trade Lender or any
person entitled to the Documentary Credit.
 (f)
    
    Each Trade Borrower acknowledges that the Trade Lenders 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 Lender under this Schedule do not derogate from any
rights of subrogation, indemnity or other rights that Trade Lender has under any law.
If a conflict arises between any Trade Lenders rights under this Schedule and any
other rights, that Trade Lenders rights under this Schedule prevail. Without
limiting the generality of this section, each Trade Borrower agrees that no Trade
Lender has any greater obligations under a Documentary Credit than are imposed by the
UCP.
 3.4
    
    No liabilityEach Trade Borrower holds each Trade Lender and its employees, correspondents and agents
free of any liability or responsibility for the consequences arising from any ambiguity in
instructions from the Trade Borrower, or in connection with any reliance placed by that
Trade Lender in good faith on such message as a result of such message not having been
properly authorised by the person by whom it purported to have been sent.4.
    
    Clean Import Advance Facility4.1
    
    PurposeTo refinance bills drawn under Documentary Credits established under the Import Documentary
Credit Facility for a maximum of 60 days inclusive of supplier terms (or such other period
determined by the relevant Trade Lender to reflect local market practice and/or to match
the needs and/or trade cycle of the relevant Trade Borrower).4.2
    
    Conditions of utilisationA Trade Lender is not obliged to provide an advance under this Facility unless that Trade
Lender has received a Funding Notice no later than 11:00 am on the proposed Funding Date.5.
    
    Negotiation Of Discrepant Documents Under Documentary Credits (Negotiation Advance
Facility)5.1
    
    PurposeTo discount 100% of the face value of documents presented under export documentary credits
by a Trade Borrower that contain discrepancies (with full recourse to the Trade Borrower).5.2
    
    Conditions of utilisationA Trade Lender is not obliged to provide an advance under this Facility unless that Trade
Lender has received a Funding Notice no later than 11:00 am on the proposed Funding Date.6.
    
    Discounting of Export Collections and Open Account Receivables Facility (Receivables Advance
Facility)6.1
    
    PurposeTo discount 100% of the face value of Documentary Collections, Approved Invoices and/or
Export Letters of Credit for a maximum of 30 days (or such other period determined by the
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relevant Trade Lender to reflect local market practice and/or to match the needs and/or
trade cycle of the relevant Trade Borrower).6.2
    
    Conditions of utilisationA Trade Lender is not obliged to provide an advance in connection with Documentary
Collections, Approved Invoices or an Export Letter of Credit unless that Trade Lender has
received no later than 11:00 am on the Funding Date:
 (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 Lender;
and(d)
    
    evidence that the purpose of the advance is to match the local business needs
of a member of the Sims Group.
 7.
    
    Interest
 (a)
    
    Each Trade Borrower must pay interest to a Trade Lender in relation to each
Trade Advance made to the Trade Borrower by that Trade Lender 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 Lender 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.
    
    FeesSubject to section 9, all import and export fees are notified by HSBC (Australia) and HSBC
(HK) (as the case may be) to Sims under a fee letter or fee letters substantially in the
form set out in Annexure G delivered by the Trade Lenders to Sims from time to time.
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9.
    
    Review of Margin, Commitment Fee and import and export fees and other termsEach Relevant Borrower consents and agrees to, and acknowledges and agrees that its
respective liability under this document extends to, any variation to the Margin, the
Commitment Fee, the import and export fees and any other matter set out in a fee letter or
fee letters substantially in the form set out in Annexure G delivered from time to time by
the Trade Lender that provides the Trade Facility to the Relevant Borrower to Sims.
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Schedule 3
 US TRADE FACILITY
  1.
    
    DefinitionsIn this Schedule, a reference to a section is to a section of this Schedule and unless the
context requires another meaning:Credithas the meaning given to it in the UCP;Current Documentary Creditmeans a Documentary Credit the Expiry Date of which has not yet
arrived or in respect of which a US Trade Borrower has not discharged all of its
obligations under the UCP or this Agreement to HSBC (UK) as the corresponding issuer of
that Documentary Credit;Documentary Creditmeans an irrevocable documentary credit issued or to be issued by HSBC
(UK) for the account of a US Trade Borrower in accordance with section 3;Expiry Dateof a Documentary Credit issued by HSBC (UK) means the expiry date specified in
that Documentary Credit, following which no Claim, demand or drawing may be made on HSBC
(UK) under that Documentary Credit;Opening Datemeans, for a Documentary Credit, the date that Documentary Credit is, or is to
be, issued; andUCPmeans the Uniform Customs and Practice for Documentary Credits (7th Revision),
International Chamber of Commerce Publication No. 600.2.
    
    Trade FacilitySubject to this Agreement, HSBC (UK) agrees to provide the US Trade Borrowers with the
Trade Facility described below in USD, or any other Approved Currency for the purpose and
on the terms and conditions set out below and on such other terms and conditions as may be
agreed from time to time between HSBC (UK) and Sims.3.
    
    Import Documentary Credit Facility3.1
    
    PurposeTo support the establishment and negotiation of sight irrevocable Documentary Credits up to
a maximum of 120 days and bills drawn thereunder.3.2
    
    Conditions of utilisationHSBC (UK) is not obliged to issue any Documentary Credit under this Facility unless that
Trade Lender has received a Funding Notice no later than 11:00 am on the proposed Issuance
Date. A Documentary Credit requested in a Funding Notice received by HSBC (UK) after 11.00
am will, subject to the terms of this Agreement, be issued on the following Business Day.
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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 Lender 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),unless otherwise agreed by 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 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,whether or not the Documentary Credit may be void, voidable or unenforceable.
 (d)
    
    The obligations of each US Trade Borrower under section 3.3(c) are absolute
and unconditional.
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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 liabilityEach US Trade Borrower holds HSBC (UK) and its employees, correspondents and agents free of
any liability or responsibility for the consequences arising from any ambiguity in
instructions from any US Trade Borrower, or in connection with any reliance placed by HSBC
(UK) in good faith on such message as a result of such message not having been properly
authorised by the person by whom it purported to have been sent.4.
    
    FeesSubject to section 5, all import fees are notified by HSBC (UK) to Sims under a fee letter
or fee letters substantially in the form set out in Annexure G delivered by HSBC (UK)
(and/or one or more other Trade Lenders) to Sims from time to time.5.
    
    Review of Commitment Fee and import fees and other termsEach Relevant Borrower consents and agrees to, and acknowledges and agrees that its
respective liability under this document extends to, any variation to the Commitment Fee,
the import fees and any other matter set out in a fee letter or fee letters substantially
in the form set out in Annexure G delivered from time to time by HSBC (UK) (and/or one or more other Trade
Lenders) to Sims.
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Schedule 4
 BANK GUARANTEE AND STANDBY LETTER OF CREDIT FACILITY
 1.
    
    DefinitionsIn this Schedule, a reference to a section is to a section of this Schedule and unless the
context requires another meaning:Beneficiarymeans the person in whose favour a Bank Guarantee or a Standby Letter of Credit
is, or is to be, issued by HSBC (Australia);Bank Guaranteemeans a guarantee issued or to be issued to a Beneficiary under section 2;Beneficiary Contractmeans any agreement between a Borrower and a Beneficiary under which
an Australian Trade Borrower has an obligation to pay or repay any amount to the
Beneficiary or an Australian Trade Borrower has an obligation to perform any obligation for
the benefit of the Beneficiary, in connection with which that Australian Trade Borrower
requests the issue of a Bank Guarantee or a Standby Letter of Credit;Current Bank Guaranteemeans, in respect of a Bank Guarantee issued by HSBC (Australia), a
Bank Guarantee the Expiry Date of which has not yet arrived or in respect of which an
Australian Trade Borrower has not discharged all of its obligations under this Agreement to
HSBC (Australia);Current Standby Letter of Creditmeans, in respect of Standby Letter of Credit issued by
HSBC (Australia), a Standby Letter of Credit the Expiry Date of which has not yet arrived
or in respect of which an Australian Trade Borrower has not discharged all its obligations
under the UCP or this Agreement to HSBC (Australia);Establishment Feemeans, in respect of a Relevant Borrower, the amount set out in a fee
letter or fee letters substantially in the form set out in Annexure G delivered from time
to time by HSBC (Australia) to Sims that provides the Bank Guarantee and Standby Letter of
Credit Facility to that Relevant Borrower and Sims;Expiry Dateof a Bank Guarantee or a Standby Letter of Credit issued by HSBC (Australia)
means the expiry date specified in that Bank Guarantee or the Standby Letter of Credit,
following which no Claim, demand or drawing may be made on HSBC (Australia) under that Bank
Guarantee or Standby Letter of Credit;Face Value Amountmeans, for a Bank Guarantee or a Standby Letter of Credit issued by HSBC
(Australia), the maximum undrawn amount payable by HSBC (Australia) under that Bank
Guarantee or Standby Letter of Credit;Guarantee Feemeans, in respect of a Relevant Borrower, the percentage per annum set out in
a fee letter or fee letters substantially in the form set out in Annexure G delivered from
time to time by HSBC (Australia) to Sims;Opening Datemeans, for a Bank Guarantee or Standby Letter of Credit, the date that Bank
Guarantee or Standby Letter of Credit is, or is to be, issued;Standby Letter of Creditmeans a standby letter of credit issued or to be issued to a
Beneficiary under section 2; and
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UCPmeans the Uniform Customs and Practice for Documentary Credits (7th Revision),
International Chamber of Commerce Publication No. 600.2.
    
    Availability2.1
    
    AvailabilitySubject to this Agreement, an Australian Trade Borrower may, by giving it a Funding Notice
in accordance with clause 4, request HSBC (Australia) to, and at that Australian Trade
Borrowers request, HSBC (Australia) will, issue Bank Guarantees and Standby Letters of
Credit for the account of that Australian Trade Borrower.2.2
    
    Conditions of utilisationHSBC (Australia) is not obliged to issue any Bank Guarantee or Standby Letter of Credit
under this Facility unless it has received a Funding Notice no later than 11:00 am on the
proposed Issuance Date. A Bank Guarantee or Standby Letter of Credit requested in a
Funding Notice received by HSBC (Australia) after 11.00 am will, subject to the terms of
this Agreement, be issued on the following Business Day.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,
 unless otherwise agreed by HSBC (Australia).
 4.
    
    Beneficiary ContractsEach Australian Trade Borrower must perform all its obligations under a Beneficiary
Contract to which it is a party and do all other things necessary to ensure that a
Beneficiary does not become entitled to draw on a Bank Guarantee or a Standby Letter of
Credit.5.
    
    Lenders Authority To PayIn respect of a Bank Guarantee or Standby Letter of Credit issued by HSBC (Australia) to a
Beneficiary for the account of an Australian Trade Borrower, HSBC (Australia) may pay
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immediately on demand by the Beneficiary (and without any prior notice to that Australian
Trade Borrower) any amount demanded by the Beneficiary pursuant to the Bank Guarantee or
Standby Letter of Credit despite:
 (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 Default.
 6.
    
    Payment By An Australian Trade BorrowerEach Australian Trade Borrower must pay to HSBC (Australia):
 (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
14.1.
 7.
    
    IndemnityEach Australian Trade Borrower unconditionally and irrevocably indemnifies HSBC (Australia)
on demand against any Claim suffered or incurred or payable by HSBC (Australia) arising
directly or indirectly as a result of:
 (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,
 whether or not the Bank Guarantee or Standby Letter of Credit may be void, voidable or
unenforceable.
 (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;
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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 RightsHSBC (Australia)s rights under this Schedule do not derogate from any rights of
subrogation, indemnity or other rights that it has under any law. If a conflict arises
between HSBC (Australia)s rights under this Schedule and any other rights, its rights
under this Schedule prevail.9.
    
    Fees9.1
    
    Guarantee FeeEach Australian Trade Borrower must pay to HSBC (Australia) a non-refundable Guarantee Fee
on the Face Value Amount of each Bank Guarantee and Standby Letter of Credit requested by
that Australian Trade Borrower to be issued by HSBC (Australia). The 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 FeeEach Australian Trade Borrower must pay to HSBC (Australia) a non-refundable establishment
fee on each Bank Guarantee or Standby Letter of Credit requested by that Australian Trade
Borrower to be issued by HSBC (Australia). The Establishment Fee is payable on or before
the date of issue of the Bank Guarantee or Standby Letter of Credit.
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10.
    
    Review of Guarantee Fee and Establishment FeeEach Australian Trade Borrower consents and agrees to, and acknowledges and agrees that its
respective liability under this document extends to, any variation to the Guarantee Fee,
the Establishment Fee and any other matter set out in each fee letter substantially in the
form set out in Annexure G delivered from time to time by HSBC (Australia) to Sims.
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Schedule 5
 HEDGING FACILITY
  (a)
    
    at the request of Sims 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,
 in each case, to assist with the Groups hedging and derivative instrument
requirements;(b)
    
    the pricing for each Hedging Facility described in paragraph (a) above will
be determined by the Lender that provides that Hedging Facility; and(c)
    
    unless otherwise agreed between HSBC (Australia) and Sims, the tenor for each
Hedging Facility provided by HSBC (Australia) to the Australian Borrowers will have a
maximum length of two calendar years.
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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
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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 attorneyEXECUTEDby SIMS GROUP AUSTRALIA
HOLDINGS LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameEXECUTEDby SIMS METAL MANAGEMENT
LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    Name
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EXECUTEDby SIMS GROUP UK HOLDINGS
LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameEXECUTEDby SIMS GROUP UK LIMITED:Signature of director
    
    Signature of director/secretaryName
    
    NameEXECUTEDbySIMS GROUP USA CORPORATION
by its officer:Signature of officerName of officer (please print)
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THE COMMON SEAL OF SIMS METALMANAGEMENT ASIA LIMITED(PREVIOUSLY KNOWN AS SIMS ASIAHOLDINGS LIMITED):Signature of witnessName of witnessEXECUTEDbyMETAL DYNAMICS DETROIT LLC
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT ALABAMA, INC.
by its officer:Signature of officerName of officer (please print) [*] Confidential Treatment Requested
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EXECUTEDbyMETAL MANAGEMENT ARIZONA, L.L.C.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT CONNECTICUT, INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT MEMPHIS, L.L.C.
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EXECUTEDbyMETAL MANAGEMENT MIDWEST, INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT MISSISSIPPI, INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT NORTHEAST, INC.
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EXECUTEDbyMETAL MANAGEMENT OHIO, INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT WEST, INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbyMETAL MANAGEMENT, INC.
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EXECUTEDbyPROLER SOUTHWEST LP
by its officer:Signature of officerName of officer (please print)EXECUTEDbySIMS RECYCLING SOLUTIONS HOLDINGS INC.
by its officer:Signature of officerName of officer (please print)EXECUTEDbySIMS RECYCLING SOLUTIONS, INC.
by its officer:Signature of officerName of officer (please print) EXECUTEDby MIREC B.V.:Signature of director
    
    Signature of directorName
    
    Name
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EXECUTEDbySIMS GROUP GLOBAL TRADE CORPORATION
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EXECUTEDby SIMS M+R GMBH:Signature of director
    
    Signature of director/secretaryName
    
    Name
 EXECUTEDbySIMS GROUP GERMAN HOLDINGS GMBH
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Annexure A
 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 B.V.
    
    N/A
    

    Hastelweg 251,
5652CV, Eindhoven,
The Netherlands
    
    The NetherlandsSims 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 Kong
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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, USASMM New England
Corporation (formerly
known as Metal Management
Connecticut, Inc.)
    
    N/A
    
    c/o Corporation
Service Company
2711 Centerville Road
Suite 400,
Wilmington, Delaware
19808
    
    Delaware, USA
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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationMetal 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
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
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Place ofCompany Name
    
    Registered Number
    
    Registered Office
    
    IncorporationSims Recycling Solutions
Holdings Inc. (formerly
Sims Recycling Solutions,
Inc.)
    
    N/A
    
    c/o Illinois
Corporation Service
Company 801 Adlai
Stevenson Drive
Springfield, IL 62703
    
    Illinois, USASims Recycling Solutions,
Inc. (formerly United
Refining & Smelting Co)
    
    N/A
    

    c/o Illinois
Corporation Service
Company 801 Adlai
Stevenson Drive
Springfield, IL 62703
    
    Illinois, USAHK 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
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Annexure B
 LENDERS
 Lender 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
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Annexure C
 CAF LENDERS
 AUD CAF LENDERS
 Lender Name
    
    Registered Number
    
    Lending OfficeHSBC Bank Australia Limited
    
    ABN 48 006 434 162
    
    Level 31, 580 George Street Sydney NSW 2000 AustraliaAny other Lender or
Lenders, if any, notified
in a fee letter to be an
AUD CAF Lender.
 EURO CAF LENDERS
 Lender Name
    
    Registered Number
    
    Lending OfficeThe Lender or Lenders, if any,
notified in a fee letter to be a
Euro CAF Lender.
 GBP CAF LENDERS
 Lender Name
    
    Registered Number
    
    Lending OfficeHSBC Bank plc
    
    14259
    
    City Corporate Banking Centre, 60 Queen Victoria Street, London, EC4N 4TRAny other Lender or
Lenders, if any,
notified in a fee letter
to be a GBP CAF Lender.
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USD CAF LENDERS
 Lender 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
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Annexure D
 FUNDING NOTICE
  [in the case where the Lender 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: [[AUD /Euro/GBP/USD]
Cash Advance Facility /Trade Finance Facility].3.
    
    Particulars of the financial accommodation requested are as follows [as applicable]:
 (a)
    
    [AUD/Euro/GBP/USD] Cash Advance FacilityAmount: [       ]Currency:       [AUD/USD/GBP/Euro/[specify other]]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.
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Annexure E
 NOT USED
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Annexure F
 ADDITIONAL BORROWER ACCESSION DEED
 Facility Agreement
 Between
 Additional Borrower[s]
 And
 Sims
 And
 Lenders
 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 [each/the] Additional
Borrower and Sims, is executed by or on behalf of the Lenders.
 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
    
    Accession
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With effect on and from the Accession Date:
 (a)
    
    [each/the] Additional Borrower:
 (i)
    
    is bound by the terms of the Transaction Documents to which
the Borrowers 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 is required to perform;(iii)
    
    must observe and comply with the obligations of a Borrower
under the Transaction Documents;(iv)
    
    is granted rights under the Transaction Documents which are
identical to the rights which a Borrower has under the Transaction Documents;
and(v)
    
    is a party to the Transaction Documents as a Borrower;
 (b)
    
    each other party to the Facility Agreement acquires rights against and
assumes obligations towards [each/the] Additional 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(c)
    
    a reference in the Transaction Documents to a Borrower includes a reference
to [each/the] Additional Borrower.
 3.
    
    Acknowledgments3.1
    
    Borrower[Each/The] Additional Borrower acknowledges that it will be an [insert category of Borrower
e.g. Australian Borrower/UK Borrower/US Borrower] for the purposes of the Facility
Agreement.3.2
    
    SimsSims on its behalf and on behalf of each Guarantor acknowledges and agrees that the
Outstanding Moneys of the Additional Borrower is guaranteed by the Guarantors under clause
7 of the Common Terms Deed.3.3
    
    Representations and warranties[Each/The] Additional Borrower makes the same representations and warranties in respect of
itself that each Borrower 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
    
    Information[Each/The] Additional 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 Lenders have entered into this Accession Deed in
reliance on the representations and warranties made by the Additional Borrower in this
Accession Deed.
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement
 70




---



##### 



3.5
    
    No liability
 (a)
    
    [Each/The] Additional Borrower confirms that it has not relied on any Lender
to assess or inform it as to:
 (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)
    
    [Each/The] Additional Borrower agrees that the Lenders have not or will not
have any liability or obligation to [each/the] Additional 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 law
  Executed as a deed
 [insert execution clause for Additional Borrower[s]]
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement
 71




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##### 



SimsSIGNED, SEALEDand DELIVEREDfor
SIMS METAL MANAGEMENT LIMITED
on behalf of itself and each
Guarantor pursuant to clause 15.2 of the
Common Terms Deed
by a director and director/secretary:sign here ►Directorprint namesign here ►director/secretaryprint name
 LenderSIGNED, SEALEDand DELIVEREDfor HSBC BANK
AUSTRALIA LIMITEDunder power of attorney in the
presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement
 72




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##### 



LenderSIGNED, SEALEDand DELIVEREDfor HSBC BANK PLC
under power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneyLenderSIGNED, SEALEDand DELIVEREDforHSBC BANK USA, NATIONAL 
ASSOCIATIONin the presence of:SignatureSignature of witness
    
    NameName
 LenderSIGNED, SEALEDand DELIVEREDfor THE HONGKONG
AND SHANGHAI BANKING CORPORATION LIMITEDunder
power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 [*] Confidential Treatment Requested
 Amended and Restated Multi Option Facility Agreement
 73




---



##### 



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 Interpretation
 1.1
    
    A term defined in the Facility Agreement (including by incorporation) 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 8.5(d) of the
Facility Agreement]*.1.5
    
    This fee letter is entered into in connection with the [Cash Advance Facilities][Trade
Facilities][Bank Guarantee and Standby Letter of Credit Facility]*.2.
    
    [Margin under [Cash Advance Facilities][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.
    
    Other terms
 
 *
    
    delete as appropriate [*] Confidential Treatment Requested
  74




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##### 



AUD Commitment(clause 1.1)
    
    For the AUD Cash Advance Facility
granted by HSBC (Australia): [to be
inserted][if applicable] For the AUD Cash
Advance Facility granted by [specify
other Lender(s)]: [to be inserted]Euro Commitment(clause 1.1)
    
    For the Euro Cash Advance Facility
granted by [Lender(s) to be
inserted]: [to be inserted]GBP Commitment(clause 1.1)
    
    For the GBP Cash Advance Facility
granted by HSBC (UK): [to be
inserted][if applicable] For the GBP Cash
Advance Facility granted by [specify
other Lender(s)]:Termination Date(clause 1.1)
    
    [to be inserted  envisaged to be 3
years from date of execution of
latest deed of amendment and
restatement]Trade Credit Limit(clause 1.1)
    
    For the Trade Finance Facility
granted by HSBC (Australia): AUD[to
be inserted]For the Trade Finance Facility
granted by HSBC (HK): AUD[to be
inserted]For the Trade Finance Facility
granted by HSBC (UK): USD[to be
inserted]USD Commitment(clause 1.1)
    
    For the USD Cash Advance Facility
granted by HSBC (Australia): USD[to
be inserted]For the USD Cash Advance Facility
granted by HSBC (US): USD[to be
inserted]For the USD Cash Advance Facility
granted by HSBC (UK): USD[to be
inserted]
 5.
    
    Change in the Margin and/or FeesAny change in the Commitments, Trade Credit Limit, Termination Date, Margin or fees set out
above will apply with effect from the date Sims signs and delivers the enclosed copy of
this fee letter to the Lenders.6.
    
    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.7.
    
    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.8.
    
    Governing Law
 [*] Confidential Treatment Requested
  75




---



##### 



This fee letter shall be governed by, and construed in accordance with, the laws of
New South Wales.
   insert execution clause for the Lenders (as applicable)
 insert name of each Lender
  Sims Metal Management Limited
    [*] Confidential Treatment Requested
  76




---



##### 



Executed
 [*] Confidential Treatment Requested
  77




---



##### 



Executed
 EXECUTED
 LenderSIGNED, SEALEDand DELIVEREDforHSBC BANK AUSTRALIA LIMITEDunderpower of attorney in the presence of:
    
    /s/ Noel McNamaraSignature of attorney/s/ Nadine Beinat
    
    Noel McNamaraSignature of witness
    

NameNadine Beinat
    
    1/5/2007Name
    
    Date of power of attorney
 [*] Confidential Treatment Requested




---



##### 



LenderSIGNED, SEALEDand DELIVEREDforHSBC BANK PLCunder power of attorneyin the presence of:
    
    /s/ M. HodgesSignature of attorney/s/ S. R. Adcock
    
    M. HodgesSignature
of witness
    

NameS.R. Adcock
    
    29/7/10Name
    
    Date of
power of attorney
 [*] Confidential Treatment Requested




---



##### 



LenderSIGNED, SEALEDand DELIVEREDforHSBC BANK USA, NATIONALASSOCIATIONin the presence of:Signature /s/ Randolph Cates/s/ Katherine HansellSignature
of witness
    
    Name Randolph CatesKatherine HansellName
    
    Date 6/16/2011
 [*] Confidential Treatment Requested




---



##### 



LenderSIGNED, SEALEDand DELIVEREDforTHE HONGKONG AND SHANGHAIBANKING CORPORATION LIMITEDunderpower of attorney in the presence of:
    
    /s/ Albert Chan Leung ChoiSignature of attorney/s/ Aline Ayotte
    
    Albert Chan Leung ChoiSignature
of witness
    

NameAline Ayotte
    
    24 January 2005Name
    
    Date of
power of attorney
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS GROUP AUSTRALIAHOLDINGS LIMITED:/s/ Rodney Shields
    
    /s/ Frank MorattiSignature
of director
    

Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    

Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS METAL MANAGEMENT LIMITED:/s/ Daniel W. Dienst
    
    /s/ Frank MorattiSignature
of director
    

Signature
of director/secretaryDaniel W. Dienst
    
    Frank MorattiName
    

Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS GROUP UKHOLDINGS LIMITED:/s/ M. Coombs
    
    /s/ G. DavySignature of director
    

Signature
of director/secretaryM. Coombs
    
    G. DavyName
    

Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS GROUP UKLIMITED:/s/ M. Coombs
    
    /s/ G. DavySignature of director
    

Signature of director/secretaryM. Coombs
    
    G. DavyName
    

Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/GuarantorEXECUTEDby MIREC B.V.:/s/ M. Coombs
    
    /s/ G. DavySignature of director
    
    Signature of directorM. Coombs
    
    G. DavyName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/GuarantorTHE COMMON SEAL of SIMS METALMANAGEMENT ASIA LIMITED(PREVIOUSLY KNOWN AS SIMS ASIAHOLDINGS LIMITED)was affixed to thisdeed in the presence of:/s/ Frank Martin MorattiSignature of Authorised Signatory/OfficerFrank Martin MorattiName of Authorised Signatory
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbySIMS GROUP GLOBAL TRADE CORPORATIONby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbySIMS GROUP USA CORPORATIONby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL DYNAMICS DETROIT LLCby its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT ALABAMA, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT ARIZONA, L.L.C.by its officer:/s/ L. Steven SaimmSignature of officerL. Steven SaimmName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbySMM NEW ENGLAND CORPORATION(formerly known as METALMANAGEMENT CONNECTICUT, INC.)by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/GuarantorEXECUTEDbyMETAL MANAGEMENT MEMPHIS, L.L.C.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/GuarantorEXECUTEDbyMETAL MANAGEMENT MIDWEST, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT MISSISSIPPI,INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT NORTHEAST,INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT OHIO,INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT WEST, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyMETAL MANAGEMENT, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbyPROLER SOUTHWEST LPby its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbySIMS RECYCLING SOLUTIONS. INC.by its officer:/s/ Darrell StoecklinSignature of officerDarrell StoecklinName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDbySIMS RECYCLING SOLUTIONSHOLDINGS INC.by its officer:/s/ Darrell StoecklinSignature of officerDarrell StoecklinName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS M+R GMBH:/s/ M. Coombs
    
    /s/ G. DavySignature of director
    

Signature
of director/secretaryM. Coombs
    
    G. DavyName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



Borrower/ GuarantorEXECUTEDby SIMS GROUP GERMANHOLDINGS GMBH:/s/ M. Coombs
    
    /s/ G. DavySignature
of director
    

Signature
of director/secretaryM. Coombs
    
    G. DavyName
    

Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMS INDUSTRIAL PTYLIMITED:/s/ Rodney Shields
    
    /s/ Frank MorattiSignature
of director
    
    Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    
    Name
 [*]
Confidential Treatment Requested




---



##### 



Guarantor

EXECUTEDby SIMSMETAL SERVICES PTY. 
LIMITED:/s/ Rodney Shields
    
    /s/ Frank MorattiSignature of director
    
    Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMS ALUMINIUM PTYLIMITED:/s/ Rodney Shields
    
    /s/ Frank MorattiSignature of director
    
    Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMSMETAL PROPERTIES QLD PTY LIMITED(formerly known as SIMS ENERGY PTYLIMITED):/s/ Rodney Shields
    
    /s/ Frank MorattiSignature of director
    
    Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMSMETAL PROPERTIES NSW PTY LIMITED(formerly known as SIMSMANUFACTURING PTY LIMITED):/s/ Rodney Shields
    
    /s/ Frank MorattiSignature of director
    
    Signature of director/secretaryRodney Sheilds
    
    Frank MorattiName
    
    Name
 [*] Confidential Treatment Requested
 
 Amended
and Restated Multi Option Facility
Agreement          110




---



##### 



GuarantorEXECUTEDby SIMSMETAL HOLDINGSPTY. LTD.:/s/ Rodney Shields
    
    /s/ Frank MorattiSignature of director
    
    Signature of director/secretaryRodney Shields
    
    Frank MorattiName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyCIM TRUCKING, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyHNE RECYCLING LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyHNW RECYCLING LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyTH PROPERTIES LLC(formerly known asMETAL DYNAMICS INDIANAPOLIS LLC)by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL DYNAMICS LLCby its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL MANAGEMENT INDIANA, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL MANAGEMENT PITTSBURGH, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby METAL MANAGEMENT

PROLER SOUTHWEST, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySMM  NORTH AMERICA TRADE CORPORATIONby its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL MANAGEMENT WEST COAST HOLDINGS, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMM METAL DYNAMICS HOLDINGS, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyNAPORANO IRON & METAL, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyNEW YORK RECYCLING VENTURES, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyNORTH CAROLINA RESOURCE CONSERVATION, LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyPROLER SOUTHWEST GP, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyRESERVE IRON & METAL LIMITED PARTNERSHIPby its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySCHIABO LAROVO CORPORATIONby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySHN CO., LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySIMS GROUP USA HOLDINGS CORPORATIONby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySIMSMETAL EAST LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySIMSMETAL WEST LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySIMSMETAL INDUSTRIES LIMITED:/s/ Darron McGree
    
    /s/ Frank MorattiSignature of director
    
    Signature of directorDarron McGree
    
    Frank MorattiName of director (please print)
    
    Name of director (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL MANAGEMENT NEW HAVEN, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMS RECYCLING 
SOLUTIONS AB:/s/ M. Coombs
    
    /s/ G. DavySignature of director
    
    Signature of director/secretaryM. Coombs
    
    G. DavyName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMS GROUP
RECYCLING SOLUTIONS CANADA LTD.:/s/ Sebastian Rosner
    
    /s/ Darrell StoelklinSignature of director
    
    Signature of director/secretarySebastian Rosner
    
    Darrell StoelklinName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDby SIMS GROUP CANADA HOLDINGSLIMITED:/s/ Myles Partridge
    
    /s/ Alan D. RatnerSignature of director
    
    Signature of director/secretaryMyles Partridge
    
    Alan D. RatnerName
    
    Name
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbySIMS MUNICIPAL RECYCLING OF NEW YORK LLCby its officer:/s/ Myles PartridgeSignature of officerMyles PartridgeName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyPORT ALBANY VENTURES LLCby its officer:/s/ Michael R. HendersonSignature of officerMichael R. HendersonName of officer (please print)
 [*] Confidential Treatment Requested




---



##### 



GuarantorEXECUTEDbyMETAL MANAGEMENT AEROSPACE, INC.by its officer:/s/ Robert C. LarrySignature of officerRobert C. LarryName of officer (please print)
 [*] Confidential Treatment Requested