Exhibit 4.17




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The agreement
    
    
    1Operative part
    
    
    21 Definitions and interpretation
    
    
    21.1 Agreement components
    
    
    21.2 Definitions
    
    
    21.3 Interpretation
    
    
    191.4 Borrowers and Guarantors
    
    
    201.5 Replacement of Existing Standard Terms and Existing Guarantees
    
    
    201.6 Inclusive expressions
    
    
    211.7 Business Day
    
    
    211.8 Accounting Standards
    
    
    211.9 Financial threshold calculations
    
    
    222 Operation of Common Terms
    
    
    222.1 Several obligations and rights of Lenders
    
    
    222.2 Terms of Transaction Documents
    
    
    223 Representations and warranties
    
    
    233.1 Representations and warranties
    
    
    233.2 Survival and repetition of representations and warranties
    
    
    273.3 Reliance by Lender
    
    
    274 Undertakings
    
    
    274.1 Provision of information and reports
    
    
    274.2 Proper accounts
    
    
    284.3 Notices to the Lender
    
    
    284.4 Compliance
    
    
    284.5 Maintenance of capital
    
    
    284.6 Compliance with laws and Authorisations
    
    
    294.7 Payment of Taxes and outgoings
    
    
    294.8 Conduct of business
    
    
    294.9 Maintenance of existence
    
    
    304.10 Negative pledge
    
    
    304.11 No change to business
    
    
    314.12 Financial accommodation
    
    
    314.13 Restrictions on dealings
    
    
    314.14 Maintenance of assets
    
    
    314.15 Insurance
    
    
    314.16 Hedging
    
    
    324.17 Financial undertakings
    
    
    324.18 Guarantors
    
    
    32




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4.19 Deed of Cross Guarantee
    
    
    334.20 PPSA Undertaking
    
    
    334.21 Term of undertakings
    
    
    335 Events of Default
    
    
    345.1 Events of Default
    
    
    345.2 Effect of Event of Default or U.S. Bankruptcy Filing
    
    
    375.3 Transaction Parties to continue to perform
    
    
    385.4 Enforcement
    
    
    386 Review Event
    
    
    387 Guarantee and indemnity
    
    
    397.1 Guarantee
    
    
    397.2 Payment
    
    
    397.3 Securities for other money
    
    
    397.4 Amount of Outstanding Moneys
    
    
    397.5 Proof by Lender
    
    
    407.6 Avoidance of payments
    
    
    407.7 Indemnity for avoidance of Outstanding Moneys
    
    
    407.8 No obligation to marshal
    
    
    417.9 Non-exercise of Guarantors rights and waiver of defences
    
    
    417.10 Principal and independent obligation
    
    
    417.11 Suspense account
    
    
    427.12 Unconditional nature of obligations
    
    
    427.13 No competition
    
    
    447.14 Continuing guarantee
    
    
    457.15 Variation
    
    
    457.16 Judgments
    
    
    467.17 Limitation of Liability
    
    
    468 German Guarantors
    
    
    469 Payments
    
    
    479.1 Manner of payment
    
    
    479.2 Payments on a Business Day
    
    
    489.3 Payments in gross
    
    
    489.4 Additional payments
    
    
    489.5 Taxation deduction procedures
    
    
    489.6 Tax Credit
    
    
    499.7 Tax affairs
    
    
    499.8 Amounts payable on demand
    
    
    499.9 Appropriation of payments
    
    
    499.10 Currency exchanges
    
    
    509.11 Currency of account
    
    
    509.12 Change of currency
    
    
    5010 Increased costs and illegality
    
    
    5110.1 Increased costs
    
    
    5110.2 Illegality
    
    
    5111 Indemnities
    
    
    5211.1 General indemnity
    
    
    5211.2 Foreign currency indemnity
    
    
    5311.3 Conversion of currencies
    
    
    5311.4 Continuing indemnities and evidence of loss
    
    
    53




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12 Fees, Tax, costs and expenses
    
    
    5412.1 Tax
    
    
    5412.2 Costs and expenses
    
    
    5412.3 GST
    
    
    5413 Assignment and substitution
    
    
    5513.1 Assignment by Transaction Party
    
    
    5513.2 Assignment by Lender
    
    
    5513.3 Assist
    
    
    5513.4 Securitisation permitted
    
    
    5513.5 Participation permitted
    
    
    5613.6 Lending Office
    
    
    5613.7 No increase in costs
    
    
    5614 New Lenders and Additional Transaction Parties
    
    
    5614.1 New Lenders
    
    
    5614.2 Retired Lenders
    
    
    5614.3 Additional Borrowers
    
    
    5614.4 Additional Guarantors
    
    
    5714.5 Repetition of Representations
    
    
    5715 Representatives
    
    
    5715.1 Lender as agent or trustee
    
    
    5715.2 Transaction Parties agent
    
    
    5816 Saving provisions
    
    
    5816.1 No merger of security
    
    
    5816.2 Exclusion of moratorium
    
    
    5916.3 Conflict
    
    
    5916.4 Consents
    
    
    5916.5 Principal obligations
    
    
    5916.6 Non-avoidance
    
    
    5916.7 Set-off authorised
    
    
    6016.8 Lenders certificates and approvals
    
    
    6016.9 No reliance or other obligations and risk assumption
    
    
    6016.10 Power of attorney
    
    
    6117 General
    
    
    6117.1 Confidential information
    
    
    6117.2 Transaction Party to bear cost
    
    
    6217.3 Dispute Resolution
    
    
    6217.4 Notices
    
    
    6417.5 Governing law and jurisdiction
    
    
    6517.6 Prohibition and enforceability
    
    
    6517.7 Waivers
    
    
    6517.8 Variation
    
    
    6617.9 Cumulative rights
    
    
    6617.10 Counterparts
    
    
    6617.11 Attorneys
    
    
    66




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ContentsSchedulesParties
    
    
    68Part 1  Original Borrowers
    
    
    68Part 2  Original Guarantors
    
    
    75Part 3  Original Lenders
    
    
    81Verification certificate
    
    
    83Compliance Certificate
    
    
    86Conditions Precedent
    
    
    88Additional Guarantor or Additional Borrower Accessions Conditions Precedent
    
    
    89Signing page
    
    
    90AttachmentsAccession Deed  Additional Guarantors and Additional BorrowersAccession Deed  New Lenders




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►
 Between the partiesSims
    
    Sims Metal Management Limited

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

(Sims)Original Borrowers
    
    Each party listed in Part 1 of Schedule 1

(each an Original Borrower)Original Guarantors
    
    Each party listed in Part 2 of Schedule 1

(each an Original Guarantor)Original Lender
    
    Each party listed in Part 3 of Schedule 1

(Original Lender)Background
    
    1   One or more of the Lenders may agree
from time to time to provide Facilities to one or
more of the Borrowers.2   The Transaction Parties and each Lender
wish to set out in this deed standard terms and
conditions to apply to each Facility.This deed witnesses
    
    that in consideration of, among other things,
the mutual promises contained in this deed, the
parties agree as set out in the Operative part of
this deed.
  page 1




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1
    
    Definitions and interpretation1.1
    
    Agreement componentsThis deed includes any schedule.1.2
    
    DefinitionsThe meanings of the terms used in this deed are set out below.
 Term
    
    MeaningAccession Deed
    
    an accession deed in the form of Attachment 1.Accounting Standards
    
    generally accepted accounting principles in Australia.ACDC
    
    Australian Commercial Disputes Centre Limited.ACDC Guidelines for Expert Determination
    
    the ACDC Guidelines for Expert
Determination (or, if the ACDC ceases to exist, the guidelines for expert determination of any similar organisation nominated by the Law
Society of NSW) in force from time to time.Additional Borrower
    
    subject to clause 1.4, a person which becomes an Additional Borrower in accordance
with clause 14.3.Additional Guarantor
    
    subject to clause 1.4, a person which becomes an Additional Guarantor in accordance
with clause 14.4.Attorney
    
    an attorney appointed under a Transaction Document.Authorisation
    
    1   any consent, registration, filing, agreement, notice of non-objection,
notarisation, certificate, licence, approval, permit, authority or exemption from, by
or with a Government Agency; or2   in relation to anything which a Government Agency may prohibit or restrict
within a specific period, the expiry of that period without intervention or action or
notice of intended intervention or action.
  page 2




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Term
    
    MeaningAuthorised Officer
    
    1   in relation to a Transaction Party, a director or a secretary, or a person
notified to be an authorised officer, of the Transaction Party;2   in relation to a Lender, any person whose title includes the word
Director, Managing Director, Manager or Vice President, and any other person
appointed by such Lender to act as its authorised officer for the purposes of this
deed.Bill
    
    a bill of exchange as defined in the Bills of Exchange Act 1909(Cth).Borrower
    
    subject to clause 1.4:1   each Original Borrower; and2   each Additional Borrower.Business Day
    
    1   for the purposes of clause 17.4, a day on which banks are open for business
in the city where the notice or other communication is received excluding a Saturday,
Sunday or public holiday;2   for the purposes of a Transaction Document, any other day specified as a
Business Day for the purposes of that Transaction Document; and3   for all other purposes, a day on which banks are open for business in
Sydney and Melbourne excluding a Saturday, Sunday or public holiday.Calculation Date
    
    30   June and 31 December in each year.Calculation Period
    
    each period of 12 months ending on a Calculation Date.Change in Law
    
    any present or future law, regulation, treaty, order or official directive or request
(which, if not having the force of law, would be complied with by a responsible
financial institution) which:1   commences, is introduced, or changes, after the date of this deed; and2   does not relate to a change in the effective rate at which Tax is imposed
on the overall net income of the Lender.Collateral Security
    
    any present or future Encumbrance, Guarantee or other document or agreement created
or entered into by a Transaction Party or any other person as security for, or to
credit enhance, the payment of any of the Outstanding Moneys.Compliance Certificate
    
    a certificate in the form of Schedule 3.
  page 3




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Term
    
    MeaningContamination
    
    in respect of a property, the presence of Pollutants:1   in, on or under the property; or2   in the ambient air and emanating from the property.Contested Tax
    
    a Tax payable by a Transaction Party where the Transaction Party is contesting its
liability to pay that Tax, and has reasonable grounds to do so, having set aside
adequate reserves of liquid assets to satisfy the liability if that contest is
unsuccessful.Contingent Liability
    
    uncalled capital held by any member of the Sims Group in any corporation other than
another member of the Sims Group and any other contingent liability under a Guarantee
given by any member of the Sims Group to any person other than another member of the
Sims Group.Control
    
    control as defined in section 50AA of the Corporations Act.Controller
    
    a controller as defined in section 9 of the Corporations Act.Corporations Act
    
    the Corporations Act 2001(Cth).Deed of Cross Guarantee
    
    any deed entered into in connection with the granting by the Australian Securities &
Investments Commission of an order pursuant to Part 2M.6 of the Corporations Act.Default
    
    1   an Event of Default; or2   a Potential Event of Default.Dispute
    
    has the meaning given in clause 17.3(d).Dollars, A$
    
    the lawful currency of the Commonwealth of Australia.EBITDA
    
    for a relevant period and in respect of the Sims Group, the profit on ordinary
activities before:1   taxation;2   Net Interest Expense;3   amortisation of Intangible Assets and depreciation of Tangible Assets of
the Sims Group; and4   LTI Expense,
  page 4




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Term
    
    Meaningas shown on a consolidated basis and as disclosed in the Sims Groups most recent
audited consolidated annual Financial Reports or semi-annual audited or unaudited
consolidated Financial Reports, as applicable.For the purposes of calculating EBITDA, the calculation will be adjusted to exclude:1   any significant non-cash items or items disclosed as required by AASB
101.97 and AASB 101.98 due to their size or nature or by the corresponding provisions
of future revisions of this accounting standard, that are of a non-recurring nature
including but not limited to:   losses or gains on the sale or revaluation of assets,   costs relating to restructuring and redundancy,   discontinued operations,   discounts on acquisition and gains on formation of joint ventures,   post acquisition adjustments to contingent liabilities recorded on
the date of a business acquisition pursuant to purchase accounting rule changes to be
introduced on 1 July 2009, and   costs associated with becoming Sarbanes-Oxley Act compliant (as
required following the Sims Groups registration as an issuer in the United States of
America);2   significant unrealized gains or losses;3   any other significant non-cash items or items including but not limited to:   write downs of inventory to net realisable value and   forgone profit arising from sales contract negotiations; and4   any impairment charge or loss (or gain or reversal) relating to the
recoverable amount of assets (including any impairment charge relating to goodwill or
identified Intangible Assets),that are of a non-recurring nature.The foregoing adjustments to EBITDA in paragraphs (1) to (4) for each Calculation
Period will be agreed by the Lender and Sims in writing prior to the end of that
Calculation Period, subject to the operation of clause 17.3.Except for the purpose of calculating the ratio of Net Interest Expense to EBITDA
under clause 4.17(a)(2), EBITDA as calculated on any Calculation Date will be
adjusted to take into account the effects of any acquisitions or disposals of any
company or business made during the Calculation Period ending on that Calculation
Date. The adjustments will be made on the basis of the historical EBITDA of the
company or business acquired or disposed of in the Calculation Period and ending on
that Calculation Date by reference to historical EBITDA for the twelve months
immediately preceding the Calculation Date and by reference to:1    in the case of a disposal, the period of time during which the applicable
company or business was part of the Sims Group; or2   in the case of an acquisition, for that period being the twelve months
immediately preceding the Calculation Date.
  page 5




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Term
    
    MeaningEffective Date
    
    in respect of each Original Lender, the date upon which it has received each of the
conditions precedent set out in Schedule 4 in form and substance satisfactory to it.Encumbrance
    
    an interest or power:1   reserved in or over an interest in any asset, including any retention of
title; or2   created or otherwise arising in or over any interest in any asset under a
bill of sale, mortgage, charge, lien, pledge, trust or power, 

by way of, or having similar commercial effect to, security for the payment of a
debt, any other monetary obligation or the performance of any other obligation, and
includes any agreement to grant or create any of the above.Environmental Law
    
    any legislation regulating Pollutants in connection with the protection of the
environment or health and safety.Environmental Liability
    
    any actual or potential Loss incurred or which may be incurred in connection with:1   the investigation or remediation;2   a claim by any third party;3   any action, order, declaration or notice by a Government Agency under an
Environmental Law; or4   any agreement between a Transaction Party and any:   owner or occupier of land; or   Government Agency;of or in respect of Contamination of any Premises.ERISA
    
    the Employee Retirement Income Security Act of 1974, as amended from time to time,
and the rules and regulations thereunder.ERISA Affiliate
    
    all members of a controlled group of corporations and all trades and businesses
(whether or not incorporated) under common control and all other entities which,
together with a Relevant Company are treated as a single employer under any or all
of Sections 414(b), (c), (m) or (o) of the United States Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations thereunder.Event of Default
    
    in respect of a Lender, any event specified in clause 5.1.
  page 6




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Term
    
    MeaningExcluded Tax
    
    a Tax imposed by any jurisdiction on the net income of the Lender but not a Tax:1   calculated on or by reference to the gross amount of any payment (without
allowance for any deduction) derived by the Lender under a Transaction Document or
any other document referred to in a Transaction Document; or2   imposed as a result of the Lender being considered a resident of or
organised or doing business in that jurisdiction solely as a result of it being a
party to a Transaction Document or any transaction contemplated by a Transaction
Document.Existing Guarantees
    
    in respect of:1   Bank of America, N.A., the Amended and Restated Deed Poll of Continuing
Guaranty dated 2 November 2009, as amended from time to time, between Bank of
America, N.A. and Sims;2   National Australia Bank Limited, the deed entitled Group Guarantee dated
on or about 13 March 2009, as amended from time to time, between National Australia
Bank Limited, Sims and certain of its subsidiaries;3   Westpac Banking Corporation, the interlocking Guarantee dated 15 November
2000, as amended from time to time, between Westpac Banking Corporation, Sims and
certain of its subsidiaries,(each an Existing Guarantee).Existing Standard Terms
    
    in respect of:1   Commonwealth Bank of Australia, the Common Terms Deed dated 2 November
2009, as amended from time to time, between Commonwealth Bank of Australia, Sims and
certain of its subsidiaries;2   National Australia Bank Limited, the Standard Terms dated 13 March 2009, as
amended from time to time, between National Australia Bank Limited, Sims and certain
of its subsidiaries;3   Westpac Banking Corporation, the Standard Terms dated 1 November 2000, as
amended from time to time, between Westpac Banking Corporation, Sims and certain of
its subsidiaries.Facility
    
    in respect of a Lender, any facility made available by that Lender pursuant to a
Facility Agreement.Facility Agreement
    
    1   in respect of each Original Lender, any facility agreement between the
Original Lender and any of the Borrowers; and2   in respect of each New Lender, the agreement or instrument evidencing or
containing the terms of Financial Indebtedness of a Borrower to the New Lender as
described in the Lender Accession Deed for that New Lender, but does not include any Facility Agreement of a Retired Lender.
  page 7




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Term
    
    MeaningFinancial Indebtedness
    
    any debt or other monetary liability in respect of moneys borrowed or raised or any
financial accommodation including under or in respect of any:1   Bill, bond, debenture, note or similar instrument;2   acceptance, endorsement or discounting arrangement;3   Guarantee;4   finance or capital Lease;5   agreement for the deferral for more than 90 days of a purchase price or
other payment in relation to the acquisition of any asset or service;6   obligation to deliver goods or provide services paid for in advance by any
financier;7   agreement for the payment of capital or premium on the redemption of any
preference shares; or8   interest or currency swap or hedge arrangement, financial option, futures
contract or analogous transaction (the amount of such Financial Indebtedness being
the marked to market value of the relevant transaction);9   counter indemnity obligation in respect of a guarantee, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution,and irrespective of whether the debt or liability:10   is present or future;11   is actual, prospective, contingent or otherwise;12   is or becomes ascertained, regardless of the time of ascertainment;13   is owed or incurred alone or severally or jointly or both with any other
person; or14   comprises any combination of the above.And where used in clause 4.17 or in another definition in this deed which is used in
clause 4.17, means the Financial Indebtedness of the Sims Group as shown on a
consolidated basis and as disclosed in the Sims Groups most recent audited
consolidated annual Financial Reports or semi-annual audited or unaudited
consolidated Financial Reports, as applicable.Financial Report
    
    in relation to an entity, the following financial statements and information in
relation to the entity, prepared for its financial half year or financial year:1   an income statement;2   a balance sheet;3   a statement of changes in equity; and4   a
cash flow statement.
  page 8




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Term
    
    Meaning4   a cash flow statement.German Guarantor
    

1   
for the purposes of clause 8 only, a Guarantor incorporated as a limited liability company (GmbH) under the laws of Germany; or2    for all other purposes, a Guarantor which is incorporated in, resident in or whose principal area of business is in Germany.Government Agency
    
    any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.GST
    
    the goods and services tax levied under the GST Act and any other similar value added tax applying outside of Australia.GST Act
    
    the A New Tax System (Goods and Services Tax) Act 1999(Cth).Guarantee
    
    any guarantee, suretyship, letter of credit, letter of comfort or any other obligation:1    to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;2    to indemnify any person against the consequences of default in the payment of; or3    to be responsible for,any debt or monetary liability of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person.Guaranteed Share
    
    any share or stock issued by a member of the Sims Group where redemption of such share or stock or the payment of capital or dividends on such share or stock is the subject of a Guarantee of a member of the Sims Group or a Guarantee of another person who will have recourse in respect of its liability under that Guarantee directly or indirectly to a member of the Sims Group or its assets (other than as a shareholder).Guarantor
    
    subject to clause 1.4:1    each Original Guarantor; and2    each Additional Guarantor.Hedging Agreement
    
    each interest rate, foreign exchange transaction, equity or equity index option, bond option, commodity swap, commodity option, cap transaction, currency swap transaction, cross-currency swap rate
  page 9




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Term
    
    Meaningtransaction or any other hedge or derivative agreement entered into by a Transaction Party, including any master agreement and any transaction or confirmation under it.Insolvent
    
    an entity is Insolvent if:1    it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or2    it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to its property; or3    it makes a general assignment for the benefit of its creditors or it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent which does not have, or is not likely to have, a Material Adverse Effect); or4    an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 14 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (1), (2) or (3) above; or5    it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or6    it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Bank reasonably deduces it is so subject); or7    it is otherwise unable to pay its debts when they fall due; or8    it files a petition under the United States Bankruptcy Code, or such a petition is filed against it and is not dismissed within a period of 14 days after the filing; or9    something having a substantially similar effect to (1) to (8) happens in connection with that entity under the law of any jurisdiction.Intangible Assets
    
    includes, at any time, all goodwill, copyright, patents, trade marks and licences, research and development, future income tax benefit, underwriting and formation expenses and other items of a like nature which according to current accounting practices at that time are regarded as unidentifiable and intangible assets and which are disclosed in the Latest Audited Consolidated Balance Sheet.Issue
    
    any dispute (other than a dispute
that is frivolous or vexatious) between Sims and the Lender as to the
calculation of the adjustments to be made in accordance with
paragraphs (1) to (4) of the definition of EBITDA in clause 1.2.Latest Audited
    
    at any time, the most recently prepared audited consolidated balance
  page 10




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Term
    
    MeaningConsolidated Balance 
Sheet
    
    sheet of the Sims Group, or if a half yearly unaudited balance sheet has been prepared more recently, that half yearly balance sheet.Lease
    
    a lease, charter, hire purchase, hiring agreement or any other agreement under which any property is or may be used or operated by a person other than the owner.Lender
    
    severally:1    each Original Lender; and2    any New Lender,other than a Retired Lender.Lender Accession Deed
    
    an accession deed in the form of Attachment 2.Lending Office
    

1   in respect of each Original Lender, the office of the Original Lender set out in Schedule 1; and2    in respect of each other Lender, the office of that Lender set out in its Accession Deed,or any other office notified by the Lender under this deed.Loss
    
    any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment.LTI Expense
    
    the long term non-cash incentive share based compensation expense Sims is required to charge as an expense within its profit and loss statement pursuant to the Accounting Standards in relation to its employee share schemes.Marketable Securities
    
    marketable securities as defined in section 9 of the Corporations Act.Material Adverse Effect
    
    in respect of a Lender, a material adverse effect on:1    the financial condition of the Transaction Parties (taken as a whole);2    any Transaction Partys ability to perform any of its obligations under any Transaction Document of that Lender;3    the validity or enforceability of the whole or any material part of a Transaction Document or any material rights or remedies of a Lender under the Transaction Documents of that Lender; or4    any Encumbrance provided to that Lender by a Transaction Party.
  page 11




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Term
    
    MeaningMultiemployer Plan
    
    any employee benefit plan of the type defined in Section 3(37) of ERISA and described in Section 4001(a)(3) of ERISA, to which any Transaction Party organized under the laws of any State of the United States of America or the District of Columbia or any ERISA Affiliate makes or is obliged to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.Net Interest Expense
    
    for any period, the aggregate (without double counting) of all interest paid or accrued during that period in respect of any Financial Indebtedness of the Sims Group (including any fees and charges with respect to any guarantee, indemnity or letter of credit or under any bill of exchange, promissory note or any other acceptance or discounting arrangement and any finance charges paid or payable under any hire purchase agreement or
lease agreement for which a member of the Sims Group is actually or contingently liable) less any interest income of the Sims Group during that period.New Lender
    
    a person who has executed a Lender
Accession Deed in accordance with clause 14.Non-obligor
    
    in respect of a Lender, a Relevant Company which is not a Transaction Party.Other Bank Document
    
    in respect of a Lender, any agreement that any Relevant Company has entered into or will enter into with any other person or persons in connection with:1    the provision to a member of the Sims Group of financial accommodation or under which a member of the Sims Group incurs or may incur Financial Indebtedness; or2    any arrangement to manage that Relevant Companys exposure to movements in exchange rates and interest rates,other than a Transaction Document of that Lender.Outstanding Moneys
    
    in respect of a Lender, all debts and monetary liabilities of each Transaction Party to the Lender under or in relation to any Transaction Document and in any capacity, irrespective of whether the debts or liabilities:1    are present or future;2    are actual, prospective, contingent or otherwise (including any reimbursement obligation under any letter of credit or bank guarantee issued under a Transaction Document of such Lender);3    are or become ascertained, regardless of the time of ascertainment;4   are owed or incurred by or on account of any Transaction Party alone, or severally or jointly with any other person;5    are owed to or incurred for the account of the Lender alone, or severally or jointly with any other person;
  page 12




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Term
    
    Meaning6    are owed to any other person as agent (whether disclosed or not) for or on behalf of the Lender;7    are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;8    are owed to or incurred for the account of the Lender directly or as a result of:    the assignment or transfer to the Lender of any debt or liability of any Transaction Party (whether by way of assignment, transfer or otherwise); or    any other dealing with any such debt or liability;9    are owed to or incurred for the account of the Lender before the date of this deed, or before the date of any assignment of this deed to the Lender by any other person or otherwise; or10    comprise any combination of the above.Payment Currency
    
    the currency in which any payment is actually made.Permitted Encumbrance
    
    1    A lien or statutory charge which arises by operation of law in the ordinary course of day to day business and does not secure Financial Indebtedness, but only so long as the amount secured is paid on the due date, except where that amount is being contested in good faith;2    any purchase of an asset on retention of title terms in the ordinary course of day to day trading and on the suppliers standard or usual terms and not arising as a result of any default or omission by any Relevant Company; and3    Encumbrances that at any time secure an amount of secured liabilities of entities within the Sims Group not exceeding in aggregate an amount equal to 5% of Total Tangible Assets at that time,which affects or relates to any of the assets of any Relevant Company.Permitted Financial
    
    any financial accommodation provided by a Transaction Party:Accommodation
    
    1    under the Transaction Documents;2    to another Transaction Party;3    in the form of deposits held with financial institutions in the ordinary course of business and supplier advances for which security adequate to cover the amount of the supplier advance is taken; or4    to parties other than other Transaction Parties which when added to all such other outstanding financial accommodation provided by Transaction Parties to parties other than Transaction Parties does not at any time exceed US$50,000,000.
  page 13




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Term
    
    MeaningPollutant
    
    a pollutant, contaminant, dangerous, toxic or hazardous substance, petroleum or petroleum product, chemical, solid, special liquid, industrial or other waste.Potential Event of Default
    
    in respect of a Lender, any thing which would become an Event of Default on the giving of notice (whether or not notice is actually given), the expiry of time or any combination of the above.Power
    
    any right, power, authority, discretion or remedy conferred on the Lender or an Attorney by any Transaction Document or any applicable law.PPSA
    
    Personal Property Securities Act 2009(Cth).Premises
    
    any property owned or occupied by a Transaction Party or which is used by a Transaction Party to carry on any activities.Principal Outstanding
    
    at any time in respect of a Lender, the aggregate principal amount of all Financial Indebtedness outstanding under the Transaction Documents of that Lender at that time.Related Body Corporate
    
    a related body corporate as defined in section 50 of the Corporations Act.Relevant Currency
    
    the currency in which a payment is required to be made under the relevant Transaction Document and, if not expressly stated to be another currency, is Dollars.Relevant Company
    
    any Transaction Party or any Subsidiary of any of them.Retired Lender
    
    a Lender which has been released
under clause 14.2.Review Event
    
    in respect of a Lender, any event
specified in clause 6(a) in respect of that Lender.Same Day Funds
    
    immediately available and freely transferable funds.Sims Group
    
    Sims and its Subsidiaries.Sims US Company
    
    has the meaning given in clause
3.1(cc).
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Term
    
    MeaningSubsidiary
    
    a subsidiary as defined in section 46 of the Corporations Act.Tangible Assets
    
    all assets other than Intangible Assets.Tangible Net Worth
    
    at any time, Total Tangible Assets less:    Total Indebtedness; and    aggregate book value, as disclosed by the Latest Audited Consolidated Balance Sheet, of all Intangible Assets of the Sims Group.Tax
    
    1    any tax including GST, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or2    any income, registration, stamp or transaction duty, tax or charge,which is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above.Tax Invoice
    
    includes any document or record treated by the Commissioner of Taxation, or by any other Government Agency in jurisdiction other than Australia, as a tax invoice or as a document entitling a recipient to an input tax credit.Total Indebtedness
    
    at any time the aggregate amount (as disclosed by the Latest Audited Consolidated Balance Sheet) of all secured and unsecured liabilities of the Sims Group together with, unless already included in the Latest Audited Consolidated Balance Sheet:1    the aggregate amount (as disclosed by its latest audited balance sheet) of all secured and unsecured liabilities of any entity which has become a member of the Sims Group since the date of the Latest Audited Consolidated Balance Sheet and all other amounts which would
be included in this definition if references to the Latest Audited Consolidated Balance Sheet were to be to the latest
audited balance sheet of that
entity;2    the unrepaid principal (or its equivalent) of any Financial Indebtedness where the proceeds or benefits of that Financial Indebtedness:    have been received by any member of the Sims Group, since the date of the Latest Audited Consolidated Balance Sheet, excluding the amount of any such proceeds which have been applied in reduction of any secured or unsecured liabilities included in this definition; or    are to be received by any member of the Sims Group and the receipt of such proceeds or benefits has been underwritten or otherwise assured to the satisfaction of the auditor of the Sims Group;3    the paid up capital amount and accrued but unpaid dividends of
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Term
    
    MeaningGuaranteed Shares;and after:4    deducting:    the aggregate amount of all secured and unsecured liabilities of any entity which has ceased to be a member of the Sims Group since the date of the Latest Audited Consolidated Balance Sheet and in respect of which no other member of the Sims Group has any liability; and    the aggregate amount of all liabilities which in the opinion of the auditor of the Sims Group have been defeased in such a way as to enable any such liability to be considered as having been extinguished within the meaning of paragraph 30 of Australian Accounting Standard AAS23; and    debt reductions of the type referred to in the third bullet point of paragraph 2 of the definition of Total Tangible Assets;5    eliminating all inter-entity balances among the members of the Sims Group or any of them (including any member of the Sims Group which has become one since the date of the Latest Audited Consolidated Balance Sheet); and6    making such further adjustments (including elimination of any double counting arising in relation to any Guarantee and the obligation or indebtedness that is the subject of the Guarantee) which in the opinion of the auditor of the Sims Group are appropriate to make a proper determination of the total amount of the aggregate indebtedness of the members of the Sims Group.In this definition references to secured and unsecured liabilities shall include (without limiting the generality of the expression) all Financial Indebtedness and provisions for estimated liabilities for income taxes, long service leave and dividends recommended, declared or accrued but unpaid and provisions for any Contingent Liability but shall not include paid up share capital (other than Guaranteed Shares), reserves of any
nature or undistributed profits.Total Tangible Assets
    
    at any time the aggregate of the book values, as disclosed by the Latest Audited Consolidated Balance Sheet, of all Tangible Assets of the Sims Group and of such Intangible Assets of the Sims Group as the Lender in its sole and absolute discretion may from time to time agree, together with, (unless already included in the Latest Audited Consolidated Balance Sheet):1    the aggregate (as disclosed by its latest audited balance sheet) of the book value of the Tangible Assets as determined by the auditor of the Sims Group (after making provisions for depreciation and bad and doubtful debts and any income yet to mature) of any entity which has become a member of the Sims Group since the date of the Latest Audited Consolidated Balance Sheet;2    the aggregate proceeds of:    any issue of shares or stock (including premium) of any member of the Sims Group received since the balance date of the latest Audited Consolidated Balance Sheet; and
  page 16




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Term
    
    Meaning    the aggregate proceeds of any calls on partly paid shares made by any member of the Sims Group which have been received since the balance date of the Latest Audited Consolidated Balance Sheet,excluding the amount of any such proceeds which:    have been applied in reduction of any secured or unsecured liabilities included in the definition of Total Indebtedness; or    have been applied in acquiring any assets included in Total Tangible Assets under this definition;3    the book value of any Tangible Assets (not excluded as provided below) acquired since the date of the Latest Audited Consolidated Balance Sheet by any member of the Sims Group with the proceeds of the sale of shares or units in any entity which has ceased to be a member of the Sims Group since that date;4    the book value of all assets which are or may be leased, chartered, hired, managed, used or operated under a finance lease (where the capitalised rent has been included in Total Indebtedness) as determined by the auditor of the Sims Group at least annually or (at the option of Sims) the value as at the date of calculation as assessed by a qualified independent valuer
chosen by Sims and approved by the Lender);5    the proceeds of any Financial Indebtedness referred to in paragraph 2 of the definition of Total Indebtedness excluding the amount of any proceeds which:    have been applied in reduction of any other secured or unsecured liabilities included in that definition; or    have been applied in acquiring any assets included in Total Tangible Assets under this definition;6    (if a revaluation of a Tangible Asset of any member of the Sims Group has been carried out by an independent valuer approved by the Lender), the excess (if any) of the fair value of that Tangible Asset as established by the valuer over its book value (as disclosed in the Latest Audited Consolidated Balance Sheet or,
in the case of any entity which has become a member of the Sims Group since the Latest Audited
Consolidated Balance Sheet, as disclosed in the latest audited balance sheet of that entity) and as accepted by the auditor of the Sims Group without qualification;and after deducting:7    the amount of any income yet to mature and the amount of provisions for depreciation and for bad and doubtful debts as disclosed by the Latest Audited Consolidated Balance Sheet;8    the aggregate (as disclosed by the latest audited balance sheet of the relevant entity) of the book values of the Tangible Assets of any entity which has ceased to be a member of the Sims Group since the date of the Latest Audited Consolidated Balance Sheet, other than Tangible Assets of that entity which have become assets of another member of the Sims Group
since that date (except that,
where a revaluation of any
asset had previously been made under paragraph 6, the fair value of that asset as determined in accordance with that paragraph shall be used instead of the book value);
  page 17




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Term
    
    Meaning9    the
book value of any Tangible Assets of any member of the Sims Group which have been applied since the date of the Latest
Audited Consolidated Balance Sheet in the acquisition of any entity which has become a member of the Sims Group since that
date (except that, where a revaluation of any asset had previously been made under paragraph 6, the fair value of that
asset as determined in accordance with that paragraph
shall be used instead of the book value); and10    if a revaluation of a Tangible Asset of any member of the Sims Group has been carried out by an independent valuer (whether at the request of the Lender or otherwise), the excess (if any) of the book value of that Tangible Asset (as disclosed in the Latest Audited Consolidated Balance Sheet or, in the case of any entity which has become a member of the Sims Group since the Latest Audited
Consolidated Balance Sheet, as
disclosed in the latest audited balance sheet of that entity) over its fair value as established by the valuer and as accepted by the auditor of the Sims Group without qualification;and after:11    eliminating all inter-entity balances among any of the members of the Sims Group (including any member of the Sims Group which has become such since the Latest Audited Consolidated Balance Sheet); and12    making such further adjustments as may properly be necessary to avoid any double counting of assets or as may be required by the auditor of the Sims Group to enable a proper determination to be made of the total amount of the Total Tangible Assets.Transaction Document
    
    in respect of a Lender:1    this deed;2    each Accession Deed;3    each Lender Accession Deed;4    each Hedging Agreement for that Lender;5    the Facility Agreement for that Lender;6    any other document which Sims acknowledges in writing to be a Transaction Document for that Lender;7    any other document or agreement to which a Transaction Party is or becomes a party with that Lender or under which obligations are owed by a Transaction Party to that Lender,or any document or agreement entered into or given under or for the purpose of amending any of the above and in each case whether or not other parties are involved and whether or not it arises as a result of an assignment or transfer.Transaction Party
    
    1    each Borrower; and2    each Guarantor.US$
    
    the lawful currency of the United States of America.
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1.3
    
    InterpretationIn this deed headings and bold type are for convenience only and do not affect the
interpretation of this deed and, unless the context requires otherwise:(a)
    
    words importing the singular include the plural and vice versa;(b)
    
    words importing a gender include any gender;(c)
    
    other parts of speech and grammatical forms of a word or phrase defined in this deed have a
corresponding meaning;(d)
    
    an expression suggesting or referring to a natural person or an entity includes any company,
partnership, joint venture, association, corporation or other body corporate and any
Government Agency;(e)
    
    a reference to any thing (including any right) includes a part of that thing but nothing in
this clause 1.3(e) implies that performance of part of an obligation constitutes performance
of the obligation;(f)
    
    a reference to a clause, party, attachment, exhibit or schedule is a reference to a
clause of, and a party, attachment, exhibit and schedule to, this deed and a reference to this
deed includes any attachment, exhibit and schedule;(g)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law includes all
statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or
replacing it, whether passed by the same or another Government Agency with legal power to do
so, and a reference to a statute includes all regulations, proclamations, ordinances and
by-laws issued under that statute;(h)
    
    a reference to a document includes all amendments or supplements to, or replacements or
novations of, that document;(i)
    
    a reference to liquidation includes official management, appointment of an administrator,
compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution,
deregistration, assignment for the benefit of creditors, scheme, composition or arrangement
with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes
in the constitution of any partnership or person, or death;(j)
    
    a reference to a party to any document includes that partys successors and permitted
assigns;(k)
    
    a reference to an agreement other than this deed includes an undertaking, deed, agreement or
legally enforceable arrangement or understanding whether or not in writing;
  page 19




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(l)
    
    a reference to an asset includes all property of any nature, including a business, and all
rights, revenues and benefits;(m)
    
    a reference to a document includes any agreement in writing, or any certificate, notice,
deed, instrument or other document of any kind;(n)
    
    no provision of this deed may be construed adversely to a party solely on the ground that the
party was responsible for the preparation of this deed or that provision;(o)
    
    a reference to drawing, accepting, endorsing or other dealing with a Bill refers to drawing,
accepting, endorsing or dealing within the meaning of the Bills of Exchange Act 1909(Cth);(p)
    
    a reference to a body, other than a party to this deed (including an institute, association
or authority), whether statutory or not:
 (1)
    
    which ceases to exist; or(2)
    
    whose powers or functions are transferred to another body,
 is a reference to the body which replaces it or which substantially succeeds to its powers
or functions;(q)
    
    a Default subsists or continues if it has not been waived by, or remedied to the
satisfaction of, the Lender; and(r)
    
    references to time are to Sydney time.1.4
    
    Borrowers and Guarantors(a)
    
    If Part 1 of Schedule 1 or an Accession Deed indicates that a particular entity is not a
Borrower for the purposes of a Lenders Transaction Documents then that entity will not be a
Borrower under this deed in connection with that Lender.(b)
    
    If Part 2 of Schedule 1 or an Accession Deed indicates that a particular entity is not a
Guarantor for the purposes of a Lenders Transaction Documents (provided the consent of that
particular Lender has been obtained in writing) then that entity will not be a Guarantor under
this deed in connection with that Lender.1.5
    
    Replacement of Existing Standard Terms and Existing Guarantees(a)
    
    Subject to clause 1.5(b), each Original Lender (other than Bank of America, N.A., HSBC
Bank Australia Limited, HSBC Bank plc, HSBC Bank USA, National Association and The Hongkong
and Shanghai Banking Corporation Limited) and the Transaction Parties acknowledge and agree
that, on and from the Effective Date, such Original Lenders respective Existing Standard
Terms are replaced by this deed and discharged in full.(b)
    
    Nothing in clause 1.5(a):
 (1)
    
    prejudices any right, power, authority, discretion or remedy of any
Original Lender, that is a party to any Existing Standard Terms, under its Existing
Standard Terms which have accrued up to the Effective Date; or
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##### 



(2)
    
    discharges, releases or otherwise affects any liability or obligation of a
Transaction Party arising under any Existing Standard Terms before the Effective
Date.
 (c)
    
    Subject to clause 1.5(d), each Original Lender (other than Commonwealth Bank of Australia,
HSBC Bank Australia Limited, HSBC Bank plc, HSBC Bank USA, National Association and The
Hongkong and Shanghai Banking Corporation Limited) and the Transaction Parties acknowledge and
agree that, on and from the Effective Date, such Original Lenders respective Existing
Guarantee is replaced by this deed and discharged in full.(d)
    
    Nothing in clause 1.5(c):
 (1)
    
    prejudices any right, power, authority, discretion or remedy of any
Original Lender, that is a party to an Existing Guarantee, under its Existing
Guarantee which have accrued up to the Effective Date; or(2)
    
    discharges, releases or otherwise affects any liability or obligation of a
Transaction Party arising under any Existing Guarantee before the Effective Date.
 1.6
    
    Inclusive expressionsSpecifying anything in this deed after the words include or for example or
similar expressions does not limit what else is included unless there is express wording
to the contrary.1.7
    
    Business DayExcept where clause 9.2 applies, where the day on or
by which any thing is to be done is not a Business Day, that thing must be done on or by
the preceding Business Day.1.8
    
    Accounting Standards(a)
    
    Any accounting practice or concept relevant to this deed is to be construed or determined
in accordance with the Accounting Standards.(b)
    
    Each Lender and Transaction Party acknowledges that changes in the Accounting Standards after
the date of this deed may make the operation of the undertakings set
out in clause 4.17 or 4.18, a defined term or another
clause in a Transaction Document that refers to the Accounting Standards or any accounting
practice or concept, inappropriate.(c)
    
    If Sims or a Lender considers that such a change has occurred and notifies the Lenders or
Sims (as applicable) to that effect (the date such notice is given, the Notification Date),
Sims and the Lenders agree to negotiate in good faith to agree to appropriate amendments to
the affected clause or definition.(d)
    
    If Sims and the Lenders fail to agree on amendments to the affected clause or definition
within 20 Business Days (or such other period as may be agreed between Sims and the Lenders)
of the Notification Date, then any references to the Accounting Standards in this deed or any
other Transaction Document will be deemed to be a reference to the Accounting Standards as at
the date of this deed.
  page 21




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##### 



(e)
    
    Unless and until an agreement is reached as contemplated in this clause 1.8, the Borrowers
will provide each Financial Report and Compliance Certificate together with, in each case, any
reconciliation statements (audited, where applicable) necessary to enable calculation of the
financial undertakings and associated definitions based on the Accounting Standards prior to
the relevant change occurring and those changes will be ignored for the purposes of the
financial undertakings and the relevant definitions.1.9
    
    Financial threshold calculations(a)
    
    Where a term of this deed contains a financial threshold denominated in A$ and it is
necessary to convert an amount which is expressed in another currency into A$ in order to
determine compliance with such term on any day, the relevant amount will be converted into A$
at the closing rate of exchange for the purchase of A$ with the other currency which is
displayed on the appropriate page of the Reuters screen on the last Business Day preceding the
relevant day.(b)
    
    Where a term of this deed contains a financial threshold denominated in US$ and it is
necessary to convert an amount which is expressed in another currency into US$ in order to
determine compliance with such term on any day, the relevant amount will be converted into US$
at the closing rate of exchange for the purchase of US$ with the other currency which is
displayed on the appropriate page of the Reuters screen on the last Business Day preceding the
relevant day.2
    
    Operation of Common Terms2.1
    
    Several obligations and rights of LendersThe parties acknowledge that each Lender contracts with the Transaction Parties on an
independent and individual basis and accordingly:(a)
    
    no relationship arises between the Lenders;(b)
    
    the obligations and rights of the Lenders under each Transaction Document are several;(c)
    
    failure of a Lender to perform its obligations under a Transaction Document does not relieve
any other Lender from any of its obligations under a Transaction Document;(d)
    
    no Lender is responsible for the obligations of any other Lender under a Transaction
Document; and(e)
    
    each Lender may separately enforce its rights under any Transaction Document.2.2
    
    Terms of Transaction Documents(a)
    
    Each Transaction Party and Lender agree that the terms of this deed are incorporated in
the Facility Agreement for that Lender.(b)
    
    If there is any inconsistency between the terms of this deed and the terms of the Transaction
Documents of a Lender, as between the Transaction Parties and that Lender
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##### 



the terms of the
Transaction Documents for that Lender will prevail to the extent of the inconsistency.(c)
    
    Sims will promptly notify a Lender (First Lender) if, in the reasonable opinion of Sims, the
terms of a Facility Agreement or Hedging Agreement provided by the First Lender (other than
those terms related to pricing (including fees and margins), facility limits and repayment
dates and, in the case of hedging, pricing and individual transaction amounts) are or become
less favourable to the First Lender in any material respect than the terms of an Other Bank
Document (including, without limitation, the granting of an Encumbrance to any party other
than pursuant to an Encumbrance permitted by the terms of the First Lenders Facility or a
change to any Guarantor related threshold under clause 4.18).
Upon request from the First Lender, the Transaction Parties will amend the Facility Agreement
or Transaction Documents of the First Lender to provide for the same or substantially similar
terms and conditions to apply to the First Lender.3
    
    Representations and warranties3.1
    
    Representations and warrantiesEach Transaction Party represents and warrants to and for the benefit of each Lender
that:(a)
    
    registration: it and each Relevant Company is a corporation, or in the case of a Relevant
Company incorporated or organised under the laws of a state in the United States of America, a
corporation, limited liability company or limited partnership (or other form of entity as may
be notified by Sims to the Lenders) or in the case of a Relevant Company incorporated or
organised under the laws of Germany a limited liability company, duly incorporated or
organised in accordance with the laws of its place of incorporation or organisation, is
validly existing under those laws and is capable of suing and being sued;(b)
    
    corporate power: it has the corporate power to own its assets and to carry on its business as
it is now being conducted;(c)
    
    authority: it has power and authority to enter into and perform its obligations under the
Transaction Documents of that Lender to which it is expressed to be a party;(d)
    
    authorisations: it has taken all necessary action to authorise the execution, delivery and
performance of the Transaction Documents of that Lender to which it is expressed to be a
party;(e)
    
    binding obligations: the Transaction Documents of that Lender to which it is expressed to be
a party constitute its legal, valid and binding obligations and are enforceable in accordance
with their terms, subject to general principles of law or equity specifically referred to in
any legal opinion received by the Lender in connection with the Transaction Documents;(f)
    
    transaction permitted: the execution, delivery and performance by it of the Transaction
Documents of that Lender to which it is expressed to be a party will not breach, or result in
a contravention of:
 (1)
    
    any law, regulation or Authorisation;(2)
    
    its constitution or other constituent documents;
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(3)
    
    any limitation on its powers or the powers of its directors; or(4)
    
    any Encumbrance or agreement which is binding on it or any of its
Subsidiaries,and will not result in:(5)
    
    the creation or imposition of any Encumbrance on any assets of it or any of
its Subsidiaries other than as permitted under a Transaction Document of that Lender;
or(6)
    
    the acceleration of the date for payment of any obligation under any
agreement which is binding on it;
 (g)
    
    No filing or stamp taxes: as at the date of this deed, under the law of any relevant
jurisdiction it is not necessary that the Transaction Documents of that Lender be filed,
recorded or enrolled with any court or other authority in that jurisdiction or that any stamp
duty, registration or other similar Tax be paid on or in relation to the Transaction Documents
of that Lender or the transactions contemplated by those Transaction Documents;(h)
    
    Authorisations: all Authorisations required:
 (1)
    
    to enable it lawfully to enter into, exercise its rights and comply with
its obligations in the Transaction Documents of that Lender to which it is a party;(2)
    
    to make the Transaction Documents of that Lender to which it is a party
admissible in evidence in its jurisdiction of incorporation or organisation; and(3)
    
    for each Transaction Party to carry on its business, which are material and
where failure to do so would have a Material Adverse Effect,have been obtained or effected and are in full force and effect;
 (i)
    
    default under law: neither it nor any of its Subsidiaries is in breach of a law or obligation
affecting any of them or their assets in a way which has had, or is likely to have, a Material
Adverse Effect;(j)
    
    Environment Law:
 (1)
    
    there is and has been nothing relating to it or its business or assets
which under any Environmental Law or law relating to health and safety which would
have, or is reasonably likely to have, a Material Adverse Effect; and(2)
    
    other than those Authorisations which a failure to obtain or maintain is
not likely to have a Material Adverse Effect, it has obtained all Authorisations it
is required to obtain under any Environmental Laws and such Authorisations are in
full force and effect;
 (k)
    
    taxation: to the best of its knowledge, information and belief, having made due enquiries, it
has complied with all material laws relating to Tax in all jurisdictions in which it is
subject to Tax and has paid all Taxes due and payable by it (other than those Taxes which it
is contesting in good faith and in respect of which it has made adequate reserves as long as
failure to pay those Taxes would not have, and is not reasonably likely to have, a Material
Adverse Effect);(l)
    
    pari passu: its payment obligations under the Transaction Documents of that Lender rank at
least pari passu with the claims of all its other unsecured and unsubordinated
  page 24




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##### 



creditors, except for obligations mandatorily preferred by law applying to companies
generally;(m)
    
    no immunity: neither it nor any of its Subsidiaries has immunity from the jurisdiction of a
court or from legal process;(n)
    
    Governing law and enforcement: subject to any qualification in any legal opinion provided to
that Lender pursuant to the Transaction Documents of that Lender relating to it or the laws of
its jurisdiction:
 (1)
    
    the choice of law referred to in clause 17.5 as the governing law of the
Transaction Documents of that Lender will be recognised and enforced in its
jurisdiction of incorporation or organisation and in the jurisdiction referred to in
that clause (if different); and(2)
    
    any judgment obtained against it in any jurisdiction referred to in clause
17.5 in relation to a Transaction Document of that Lender will be recognised and
enforced in its jurisdiction of incorporation or organisation;
 (o)
    
    not a trustee: it does not enter into any Transaction Document of that Lender as trustee of
any trust or settlement;(p)
    
    legal and beneficial owner: it is the legal and beneficial owner of its assets and
undertaking;(q)
    
    no Encumbrances or other interests: there is no Encumbrance over any of its assets or
undertaking other than a Permitted Encumbrance;(r)
    
    commercial benefit: the entering into and performance by it of its obligations under the
Transaction Documents of that Lender to which it is expressed to be a party is for its
commercial benefit and is in its commercial interests;(s)
    
    solvency: there are no reasonable grounds to suspect that it is unable to pay its debts as
and when they become due and payable;(t)
    
    no benefit to related party or financial assistance: no person has contravened nor will
contravene section 208, section 209 or Part 2J.3 of the Corporations Act (or similar laws
under the laws of any other jurisdiction which may be applicable to it) by entering into any
Transaction Document of that Lender or participating in any transaction in connection with a
Transaction Document of that Lender;(u)
    
    financial information: its most recent Financial Reports or accounts which it has provided to
the Lender under clause 4.1:
 (1)
    
    give a true and fair view of the financial condition and state of affairs
of it and its Subsidiaries as at the date they were prepared and disclose all
material Financial Indebtedness and material contingent liabilities; and(2)
    
    were prepared in accordance with the Accounting Standards (except to the
extent expressly disclosed in them) and all applicable laws;
 (v)
    
    no change in affairs: there has been no change in its or any of its Subsidiaries state of
affairs since the end of the accounting period for its most recent Financial Reports or
accounts, referred to in clause 3.1(u) which has had or is likely to have a Material Adverse
Effect;
  page 25




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##### 



(w)
    
    disclosure: all information provided to the Lender by or on its behalf in relation to it, its
assets, business or affairs or the Transaction Documents was correct and not misleading (by
omission or otherwise) as at the time it was provided;(x)
    
    full disclosure: it has disclosed in writing to the Lender all facts relating to it and its
Subsidiaries, the Transactions Documents of that Lender and all things in connection with
them, which are material to the assessment of the nature and amount of the risk undertaken by
the Lender in entering into the Transaction Documents of that Lender and doing anything in
connection with them;(y)
    
    Litigation: no litigation, tax claim, dispute arbitration, administrative proceeding or other
similar proceeding is presently current or pending or, to a Relevant Companys knowledge,
threatened, which might have a Material Adverse Effect;(z)
    
    representations true: each of its representations and warranties contained in the Transaction
Documents is correct and not misleading when made or repeated;(aa)
    
    no Default:
 (1)
    
    there is no subsisting Event of Default; and(2)
    
    there is no subsisting Potential Event of Default that has not been
disclosed in writing to the Lender;
 (bb)
    
    most favoured nation: in the reasonable opinion of Sims, the terms of each Facility
Agreement and Hedging Agreement (other than those terms related to pricing (including fees and
margins), facility limits, repayment dates, and in the case of hedging, pricing and individual
transaction amounts) are no less favourable in any material respect than the terms in any
Other Bank Document;(cc)
    
    ERISA: each Transaction Party incorporated or organised in the United States of America and
each of its Subsidiaries (each a Sims US Company) has operated and administered each employee
benefit plan (as defined in Section 3(3) of ERISA) and each Multiemployer Plan in compliance
with all applicable laws except for such instances of noncompliance as have not resulted in
and could not reasonably be expected to result in a Material Adverse Effect. No Sims US
Company has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the U.S. Internal Revenue Code relating to employee benefit plans (as
defined in Section 3(3) of ERISA or Section 412 of the U.S. Internal Revenue Code) or any
Multiemployer Plan, and no event, transaction or condition has occurred or exists that would
reasonably be expected to result in the incurrence of any such liability by a Sims US Company,
or in the imposition of any lien on any of the rights, properties or assets of a Sims US
Company, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to Section 401(a)(29) or 412 of the U.S. Internal Revenue Code or any liability
for withdrawal from or termination of any Multiemployer Plan, other than in each case such
liabilities or liens as would not individually or in the aggregate reasonably be expected to
result in respect of each Sims US Company in a Material Adverse Effect;(dd)
    
    Federal Reserve Regulations: No Transaction Party is engaged principally, nor as one of its
important activities, in the business of extending credit for the purpose of purchasing or
carrying any margin stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System). No part of the proceeds of the loan will be used, whether immediately,
incidentally or ultimately, for purchasing or carrying any margin security or margin stock
as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve
System; and
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(ee)
    
    Not an Investment Company: No Transaction Party is, nor during the term of the loan will it
be, an investment company within the meaning of the Investment Company Act of 1940, as
amended.3.2
    
    Survival and repetition of representations and warrantiesThe representations and warranties given under this deed:(a)
    
    survive the execution of each Transaction Document; and(b)
    
    are repeated on each date on which financial accommodation is made available under a
Transaction Document, each Interest Payment Date (as defined in the relevant Transaction
Document) and each day on which a person becomes an Additional Borrower or Additional
Guarantor, in each case with respect to the facts and circumstances then subsisting.3.3
    
    Reliance by LenderEach Transaction Party acknowledges that each Lender has entered into each
Transaction Document to which it is a party in reliance on the representations and
warranties given under this deed.4
    
    Undertakings4.1
    
    Provision of information and reportsEach Transaction Party must provide to each Lender the following:(a)
    
    Annual Financial Reports: as soon as practicable and in any event no later than 90 days after
the end of each financial year, copies of the annual audited Financial Report of the Sims
Group for that financial year (delivery of Financial Reports under this clause by Sims will be
deemed to satisfy each other Transaction Partys obligation under this paragraph);(b)
    
    Half-year Financial Reports: as soon as practicable and in any event no later than 90 days
after the end of the first half of each financial year, copies of the unaudited semi-annual
Financial Report of the Sims Group for that half financial year (delivery of Financial Reports
under this clause by Sims will be deemed to satisfy each other Transaction Partys obligation
under this paragraph);(c)
    
    Compliance Certificate: together with the documents provided under clauses 4.1(a) and (b), a
Compliance Certificate;(d)
    
    directors certificate: at the Lenders request, a certificate signed by at least 2 directors
of Sims stating:
 (1)
    
    if a Default has occurred; and(2)
    
    if so, full details of the relevant Default and the remedial action being
taken or proposed;
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(e)
    
    documents issued: copies of all documents issued by it to holders of its Marketable
Securities at the same time as their issue;(f)
    
    KYC & AML: promptly upon request, any document or information necessary in the Lenders
opinion to enable the Lender to undertake any know your customer checks or anti-money
laundering checks; and(g)
    
    other information: any other information which the Lender reasonably requests.4.2
    
    Proper accountsEach Transaction Party must:(a)
    
    keep accounting records which give a true and fair view of its financial condition and state
of affairs; and(b)
    
    ensure that the accounts it provides under clause 4.1 are prepared in accordance with the
Accounting Standards.4.3
    
    Notices to the LenderEach Transaction Party must notify the Lender as soon as it becomes aware of:(a)
    
    any Default occurring, together with full details of the Default and any step taken or
proposed to remedy it;(b)
    
    any breach of any Environmental Law or the issuing of any proceedings or notice or
requirements against or upon it or its assets which has given rise or may give rise to
substantial expenditure by it, a substantial claim against it or a requirement that it cease
or substantially alter a material activity;(c)
    
    any litigation, arbitration, administrative or other proceeding in respect of it or any of
its assets being commenced or threatened which is in excess of A$25,000,000 or its equivalent.(d)
    
    any proposal of any Government Agency to compulsorily acquire the whole or a substantial part
of its assets; and(e)
    
    the acquisition by it of a Subsidiary.4.4
    
    ComplianceEach Transaction Party must, and Sims must ensure that each other member of the Sims
Group will:(a)
    
    comply with all its obligations under each Transaction Document to which it is a party; and(b)
    
    ensure that no Event of Default occurs.4.5
    
    Maintenance of capitalEach Transaction Party will ensure that no Relevant Company takes any action to
reduce its capital, cancel its uncalled capital or buy back its shares (Capital Reduction)
if the
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Capital Reduction would, in aggregate with any other Capital Reductions by all Relevant
Companies in the preceding year, result in a reduction of the total aggregate issued
ordinary capital of the Sims Group of greater than or equal to 10% for that year (however
any Capital Reduction may not in any event be made if it causes a breach of the
undertakings contained in clauses 4.17 or 4.18).4.6
    
    Compliance with laws and AuthorisationsEach Transaction Party must and must ensure that each Relevant Company will:(a)
    
    comply with all laws and legal requirements, including each judgement, award, decision,
finding or any other determination of a Government Agency, which applies to it or any of its
assets, where failure to do so will have or be likely to have a Material Adverse Effect;(b)
    
    obtain, maintain and comply with:
 (1)
    
    all Authorisations required in relation to the entry into, performance of
obligations under, and enforceability of, each Transaction Document to which it is a
party; and(2)
    
    all Authorisations that are material to the carrying on of the business of
the Sims Group (taken as a whole) where failure to do so has or is likely to have a
Material Adverse Effect,and ensure those Authorisations are not cancelled, suspended, not renewed,
varied or found to be invalid;
 (c)
    
    not do anything which would prevent the renewal of any Authorisation referred to in clause
4.6(b) or cause it to be renewed on less favourable terms; and(d)
    
    ensure that under the law of any relevant jurisdiction the Transaction Documents of each
Lender are filed, recorded or enrolled when due with any court or other authority in that
jurisdiction.4.7
    
    Payment of Taxes and outgoings(a)
    
    Each Transaction Party must pay all Taxes (whether in relation to the Transaction
Documents or otherwise) when due, other than:
 (1)
    
    Contested Taxes; and(2)
    
    where failure to do so will not have or be likely to have a Material
Adverse Effect.
 (b)
    
    Each Transaction Party must pay all Contested Taxes when the terms of any final determination
or settlement require those Contested Taxes to be paid.4.8
    
    Conduct of businessEach Transaction Party must conduct its business (including collecting debts owed to
it) in a proper, orderly and efficient manner.
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4.9
    
    Maintenance of existenceA Transaction Party must, and must ensure that each Relevant Company will:(a)
    
    maintain its corporate existence, good standing and registration in the jurisdiction of its
organisation or incorporation;(b)
    
    not transfer its jurisdiction of organisation or incorporation;(c)
    
    not enter into any amalgamation, demerger or corporate reconstruction where such event has or
would be likely to have a Material Adverse Effect except a solvent amalgamation or
reconstruction on terms agreed by the Lender; and(d)
    
    not amend its constitution or any other constituent document of it where such amendment has
or would be likely to have a Material Adverse Effect, without the Lenders prior written
consent.4.10
    
    Negative pledge(a)
    
    A Transaction Party must not, and Sims must procure that no other member of the Sims Group
will, create or allow to exist or agree to any Encumbrance over any of its assets other than a
Permitted Encumbrance.(b)
    
    No Transaction Party will deposit money with a person in circumstances where the deposit is
not repayable unless the Transaction Party performs obligations (including to pay money) to
that person, except in respect of deposits which in aggregate do not exceed A$35,000,000 at
any time.(c)
    
    Each Transaction Party must, and each Transaction Party must ensure that each Relevant
Company will, ensure that the Sims Group does not in any financial year dispose of 10% or more
of its Total Tangible Assets or an interest in them or agree or attempt to do so (whether in
one or more related or unrelated transactions) except:
 (1)
    
    where the disposal is in the ordinary course of day to day trading of any
Transaction Party or Relevant Company (as the case may be);(2)
    
    where the disposal is of obsolete assets no longer required for the
business of any Transaction Party or Relevant Company (as the case may be); or(3)
    
    where the disposal takes place under or in connection with an internal
solvent reorganisation which does not involve the transfer of assets to persons other
than Transaction Parties.
 (d)
    
    A Transaction Party must not enter into any arrangement which, if complied with, would
prevent any Transaction Party from complying with its obligations under the Transaction
Documents.(e)
    
    This clause 4.10 does not apply to the creation of an Encumbrance or disposal of an asset if
such creation or disposal cannot be prohibited by reason of Section 1136 German Civil Code
(Bürgerliches Gesetzbuch).(f)
    
    The disposals set out in clause 4.10(c) paragraphs (1), (2) and (3) do not require the prior
consent of the Lender.
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##### 



4.11
    
    No change to businessThe Relevant Companies will not substantially change the nature of the business or
businesses carried on by them as a whole. No Relevant Company will take any action which
would have that effect, whether by disposal, acquisition or otherwise.4.12
    
    Financial accommodation(a)
    
    A Transaction Party must not provide any financial accommodation, or give any Guarantee in
respect of any financial accommodation to or for the benefit of any person other than:
 (1)
    
    Permitted Financial Accommodation; or(2)
    
    with the prior written consent of the Lender.
 (b)
    
    A Transaction Party must not repay or otherwise satisfy any financial accommodation owed by
it to a Non-obligor if the amount of the repayment or other satisfaction would exceed
US$10,000,000 when added to the amounts of all other repayments or satisfactions by
Transaction Parties of financial accommodation owed to Non-obligors in the preceding 12 month
period.4.13
    
    Restrictions on dealingsA Transaction Party must not deal with another party (other than a Relevant Company)
unless it does so at arms length for full commercial consideration and in the ordinary
course of its ordinary trading.4.14
    
    Maintenance of assetsEach Transaction Party, other than a Transaction Party whose assets comprise less
than 2% of the Total Tangible Assets or a Transaction Party whose profits from ordinary
activities account for less than 2% of EBITDA, must maintain and keep its assets in a good
state of repair and in good working order allowing for fair wear and tear except where
failure to do so would not have a material adverse effect on:(a)
    
    the financial condition of the Transaction Party;(b)
    
    its ability to perform any of its obligations under a Transaction Document; or(c)
    
    any Encumbrance provided to a Lender by that Transaction Party.4.15
    
    InsuranceEach Transaction Party must, and must ensure that each Relevant Company will:(a)
    
    maintain industrial special risks insurance, public liability insurance, professional
indemnity liability insurance and directors and officers liability insurance with an
independent and reputable insurer and consistent with the insurances maintained by it as at
the date of this deed;
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##### 



(b)
    
    otherwise insure, and keep insured, its property which is of an insurable nature in the
manner and to the extent which is in accordance with good business practice for property of
such nature; and(c)
    
    promptly following a request by the Lender, provide the Lender with any certificates of
currency or other evidence of currency in respect of all insurances required to be maintained
by it under this deed.4.16
    
    HedgingA Transaction Party must not (and in the case of Sims, must ensure that no Relevant
Company will) enter into a Hedging Agreement except:(a)
    
    for the purposes of hedging that Transaction Partys actual or projected interest rate,
foreign exchange or other exposures arising in the ordinary course of its ordinary business
and not for speculative purposes; or(b)
    
    with the Lenders prior written consent.4.17
    
    Financial undertakings(a)
    
    Each Transaction Party must ensure that on each Calculation Date:
 (1)
    
    the ratio of Financial Indebtedness of the Sims Group to EBITDA for the
Calculation Period ending on that Calculation Date is not greater than 3.0:1;(2)
    
    the ratio of EBITDA to Net Interest Expense for the Calculation Period
ending on that Calculation Date is not less than 3.5:1; and(3)
    
    Tangible Net Worth must not be less than A$1,500,000,000.
 (b)
    
    Each Transaction Party must ensure that at all times the aggregate outstanding Financial
Indebtedness incurred by all Non-obligors must not exceed US$100,000,000.4.18
    
    Guarantors(a)
    
    Unless a Lender otherwise agrees in writing with Sims that this clause does not apply to
such Lender, each Transaction Party must ensure that:
 (1)
    
    the Guarantors (excluding any German Guarantors) will:
 (A)
    
    at all times own, in aggregate, at
least 80% of the Total Tangible Assets of the Sims Group; and(B)
    
    generate at least 80% of the EBITDA
for each Calculation Period ending on a Calculation Date; and
 (2)
    
    where a Subsidiary owns at least 5% of Total Tangible Assets at any time or
generates at least 5% of EBITDA for a Calculation Period ending on a Calculation
Date, the Subsidiary becomes an Additional Guarantor in accordance with clause 14.4
within 3 months (or such minimum longer period of time as is required by law) of the
earlier of the Subsidiary becoming the owner of at least 5% of Total Tangible Assets
and the relevant Calculation Date, unless the Lender is provided with a written legal
advice (in a form satisfactory
  page 32




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##### 



to the Lender, acting reasonably) from a law firm in the jurisdiction in which
the Subsidiary was incorporated to the effect that the accession of the
Subsidiary to this deed as a Guarantor on the terms of this deed would be
contrary to the law under which the Subsidiary was incorporated or carries on a
substantial portion of its business.
 (b)
    
    A failure to comply with clause 4.18(a)(1) at any time, as a result of the acquisition of a
Subsidiary or the acquisition of any new assets or a business, will not constitute a Default
if Sims procures that additional members of the Sims Group become Guarantors in accordance
with clause 14.4 to the extent required to ensure compliance with clause 4.18(a)(1) within 3
months of the relevant failure to comply.4.19
    
    Deed of Cross GuaranteeA Transaction Party:(a)
    
    must not consent to the amendment, termination, revocation, suspension or repudiation of, or
waive its rights arising under, any Deed of Cross Guarantee to which it is a party without the
Lenders consent (which consent may be withheld in the Lenders absolute discretion or, where
granted, may be subject to such terms as the Lender, in its absolute discretion, requires);
and(b)
    
    must notify the Lender immediately upon it becoming aware of any proposal or request or
requirement that it provide a consent or waiver in respect of any Deed of Cross Guarantee to
which it is a party.4.20
    
    PPSA UndertakingIf a Transaction Party holds any security interests for the purposes of the PPSA and
if failure by the Transaction Party to perfect such security interests would:(a)
    
    materially adversely affect the Sims Group as a whole; or(b)
    
    in the reasonable opinion of a Lender, adversely affect the rights or obligations of the
Lender under or in connection with any Transaction Document to which that Lender is a party,Sims agrees to implement and maintain policies and procedures for the perfection and,
where necessary, continuous perfection of those security interests (PPSA Policies). The
PPSA Policies will include policies and procedures relating to the following:(c)
    
    Transaction Parties obtaining the highest ranking priority available under the PPSA (such as
perfecting a purchase money security interest or perfecting a security interest by control)
where Sims considers to do so is commercially feasible, bearing in mind the cost and benefit
to the Sims Group in doing so; and(d)
    
    to reduce as far as practicable the risk of a third party acquiring an interest free of the
security interest (such as including the serial number in a financing statement for personal
property that may or must be described by a serial number), bearing in mind the cost and
benefit to the Sims Group in doing so.4.21
    
    Term of undertakingsUnless the Lender otherwise agrees in writing, until:
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(a)
    
    the commitment of that Lender is cancelled; and(b)
    
    the Outstanding Moneys of that Lender are unconditionally repaid in full;each Transaction Party must, at its own cost, comply with its undertakings in this clause 4.5
    
    Events of Default5.1
    
    Events of DefaultIt is an Event of Default in respect of a Lender, whether or not it is within the
control of a Transaction Party, if:(a)
    
    failure to pay: a Transaction Party fails to pay principal under a Transaction Document of
that Lender or any interest or any other amount payable under a Transaction Document of that
Lender on time on the due date in the manner required under that Transaction Document unless,
in the case of interest or any other amount, it is paid within 2 days of the due date and it
demonstrates to the satisfaction of that Lender that the delay was due to a failure in
transmission of funds outside of its control where the funds were available to it with a bank
and it gave the requisite instructions;(b)
    
    failure to comply: a Transaction Party fails to comply with clause 4.17 or clause 4.18;(c)
    
    non-remediable failure: a Transaction Party fails to perform any other undertaking or
obligation of it under any Transaction Document of that Lender and that failure is not in the
opinion of that Lender remediable;(d)
    
    remediable failure: the failure described in clause 5.1(c) is in the opinion of that Lender
remediable, and the Transaction Party does not remedy the failure within 15 Business Days
after receipt by the Transaction Party of a notice from that Lender specifying the failure;(e)
    
    misrepresentation: any representation or warranty or statement of a Transaction Party under a
Transaction Document of that Lender is incorrect or misleading in a material respect when made
or repeated;(f)
    
    cross default: any Financial Indebtedness of a Relevant Company in an amount of at least
A$5,000,000 or its equivalent or of the Relevant Companies totalling (in aggregate for all
such Relevant Companies) at least A$25,000,000 or its equivalent:
 (1)
    
    becomes due and payable before the scheduled date for payment (except as a
result of an exercise of a prepayment right in the absence of default); or(2)
    
    is not paid when due (after taking into account any applicable grace
period);
 (g)
    
    Cancellation of commitment:An obligation upon any person to provide finance to:
 (1)
    
    a Relevant Company totalling at least A$5,000,000 (or its equivalent); or(2)
    
    the Relevant Companies totalling (in aggregate) at least A$25,000,000 (or
its equivalent),
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##### 



is terminated except as a result of voluntary termination in the absence of
default;
 (h)
    
    Encumbrance: any Encumbrance is enforced against an asset or assets of a Relevant Company
with a value or in an amount exceeding A$10,000,000 or its equivalent;(i)
    
    execution: a distress, attachment, execution or other process of a Government Agency is
issued against, levied or entered upon:
 (1)
    
    an asset of a Relevant Company with a value or in an amount of at least
A$10,000,000 or its equivalent; or(2)
    
    an asset or assets of Relevant Companies totalling (in aggregate for all
such Relevant Companies) at least A$25,000,000 or its equivalent,and is not set aside or satisfied within 10 Business Days;
 (j)
    
    suspends payment: a Relevant Company suspends payment of its debts generally;(k)
    
    insolvency: a Relevant Company is Insolvent;(l)
    
    maintenance of capital and existence: a Transaction Party fails to comply with clause 4.5 or
4.9;(m)
    
    unenforceability:
 (1)
    
    all or a material part of a Transaction Document of that Lender is illegal,
void, voidable or unenforceable;(2)
    
    a Relevant Company becomes entitled to terminate any material provision of
any Transaction Document of that Lender (other than following the occurrence of a
termination event or an event of default under a Hedging Agreement with the Lender in
respect of which the Lender is an Affected Party or the Defaulting Party (as
applicable) (as defined in that Hedging Agreement)) or voluntary rights of prepayment
or termination in the absence of default; or(3)
    
    the execution, delivery or performance of a Transaction Document of that
Lender by a Transaction Party or the exercise by the Lender of all or any of its
rights under a Transaction Document breaches or results in a contravention of any
law;
 (n)
    
    Environmental: there is any claim or requirement of expenditure or alteration of activity or
cessation of activity under any Environmental Law or law relating to health or there is any
breach of any Authorisation, in each case which in the opinion of the Lender is likely to have
a Material Adverse Effect or any circumstance arises which may give rise to such an action,
claim, requirement or breach;(o)
    
    Governmental interference: a law or anything done by a Governmental Agency is likely to in
the opinion of the Lender have a Material Adverse Effect;(p)
    
    seizure: all or any material part of the assets of the Sims Group are seized or otherwise
appropriated by, or custody thereof is assumed by any Governmental Agency, or the Sims Group
is otherwise prevented from exercising normal day-to-day control over all or a material part
of its assets or loses any of the rights or privileges necessary to maintain its existence or
to carry on its business and Sims does not demonstrate to the reasonable satisfaction of the
Lender within 15 Business Days of such seizure, appropriation,
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assumption of custody or execution that no Material Adverse Effect has resulted, or is
reasonably likely to result, therefrom;(q)
    
    event of default: an event of default, termination event (other than a termination event
under a Hedging Agreement with the Lender in respect of which the Lender is an Affected
Party (as defined in that Hedging Agreement)) or other similar event occurs with respect to a
Relevant Company under any agreement relating to Financial Indebtedness between a Relevant
Company and the Lender including the occurrence of an event which is an event of default
with respect to a Relevant Company under any Transaction Document of that Lender other than
this agreement, or any other event occurs which renders enforceable a Transaction Document of
that Lender which comprises or includes a Guarantee;(r)
    
    Disposal without consent: a disposal occurs which cannot be prohibited pursuant to Section
1136 German Civil Code (Bürgerliches Gesetzbuch), if the disposal has not been approved by the
Lender in writing, provided such disposal corresponds to a disposal set out in clause 4.10(a)
and 4.10(c);(s)
    
    investigation: a person is appointed under the Corporations Act or any other applicable
legislation to investigate any part of the affairs of a Transaction Party and the relevant
Transaction Party does not demonstrate to the reasonable satisfaction of the Lender within 15
Business Days of such appointment that no Material Adverse Effect has resulted from, or is
reasonably likely to result from, the investigation or as a consequence thereof;(t)
    
    deregistration: a step is taken under section 601AA, 601AB or 601AC of the Corporations Act
or analogous provisions in a relevant jurisdiction to cancel the registration of a Transaction
Party;(u)
    
    ASX delisting/suspension: except with the written consent of the Lender, any securities of
Sims are:
 (1)
    
    not listed on at least one of:
 (A)
    
    the official list of the Australian Securities Exchange
operated by ASX Limited; or(B)
    
    the official list of the New York Stock Exchange; or
 (2)
    
    suspended from quotation or trading on any official list referred to in
clause 5.1(u)(1) for 5 consecutive trading days (except where such suspension is
requested by Sims for the purpose of an acquisition or a fundraising and such
securities remain suspended on that basis only and not on any other basis); or(3)
    
    removed from the official list of any of:
 (A)
    
    the Australian Securities Exchange operated by ASX
Limited;(B)
    
    the New York Stock Exchange; or(C)
    
    another stock exchange,
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##### 



(v)
    
    material adverse effect: any event occurs which, in the reasonable opinion of the Lender, may
have a Material Adverse Effect;(w)
    
    ceasing business: a Transaction Party stops payment, significantly changes the general
character of its business or threatens to do any of those things, or a Relevant Company ceases
to carry on business, except to reconstruct or amalgamate while solvent, and which event may
have a Material Adverse Effect; and(x)
    
    ERISA liability: any Sims US Company incurs any liability pursuant to Title I or IV of ERISA
or the penalty or excise tax provisions of the U.S. Internal Revenue Code relating to employee
benefit plans (as defined in Section 3(3) of ERISA or Section 412 of the U.S. Internal Revenue
Code) or any Multiemployer Plan, or any event, transaction or condition occurs or exists that
would reasonably be expected to result in the incurrence of any such liability by a Sims US
Company, or any lien is imposed on any of the rights, properties or assets of a Sims US
Company, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to Section 401(a)(29) or 412 of the U.S. Internal Revenue Code or any liability
for withdrawal from or termination of any Multiemployer Plan, other than in each case such
liabilities or liens as would not individually or in the aggregate reasonably be expected to
result in a Material Adverse Effect.5.2
    
    Effect of Event of Default or U.S. Bankruptcy Filing(a)
    
    If an Event of Default in respect of a Lender occurs that Lender may at any time after its
occurrence by notice to Sims declare that:
 (1)
    
    the Outstanding Moneys under that Lenders Transaction Documents are
immediately due and payable; or(2)
    
    the commitment under that Lenders Facility Agreement is cancelled,or make each of the declarations under clauses 5.2(a)(1) and (2).
 (b)
    
    Subject to clause 5.2(c), the Borrowers must immediately repay the Outstanding Moneys under
the relevant Lenders Transaction Documents on receipt of a notice under clause 5.2(a)(1).(c)
    
    A notice given by a Lender under clause 5.2(a)(1) and (a)(2) shall be of no effect if:
 (1)
    
    it is given because of the occurrence of an Event of Default specified in
clause 5.1(b), 5.1(c), 5.1(e), 5.1(f), 5.1(g), 5.1(l), 5.1(m) or  5.1(w);  and(2)
    
    within 2 Business Days of the notice the Transaction Parties are able to
show to the Lenders absolute satisfaction (in the Lenders absolute discretion)
that:
 (A)
    
    the Event of Default is not subsisting; or(B)
    
    where the notice relates to an Event of Default
specified in clause 5.1(l) or 5.1(w), the Event of Default subsisting does
not and will not have a Material Adverse Effect.
 (d)
    
    Notwithstanding any other provision of a Facility Agreement or this deed, if any Borrower
files a petition under the United States Bankruptcy Code or, following the filing of a
petition under the United States Bankruptcy Code against a Borrower, there is an order for
relief with respect to such Borrower under the United States Bankruptcy Code, then:
  page 37




---



##### 



(1)
    
    unless a Lender otherwise agrees in writing with Sims that this paragraph
(1) does not apply to such Lender, the commitment of each Lender to provide financial
accommodation to such Borrower or make any extensions of credit to such Borrower
under the Facility Agreement to which such Borrower and such Lender are parties shall
automatically terminate; and(2)
    
    the Outstanding Moneys owing by such Borrower under each Lenders
Transaction Documents with such Borrower shall automatically become due and payable.
 in each case without any further act of such Lender.5.3
    
    Transaction Parties to continue to perform(a)
    
    If the Lender makes a declaration under clause 5.2:
 (1)
    
    the declaration does not affect the obligations of a Transaction Party
under the Transaction Documents; and(2)
    
    each Transaction Party must continue to perform its obligations under the
Transaction Documents as if the declaration had not been made, subject to any
directions given by the Lender under any Transaction Document.
 (b)
    
    Clause 5.3(a) does not affect the Borrowers obligations under clause 5.2.5.4
    
    Enforcement(a)
    
    The Transaction Documents may be enforced without notice to a Transaction Party or any
other person even if:
 (1)
    
    the Lender accepts any part of the Outstanding Moneys after an Event of
Default; or(2)
    
    there has been any other Event of Default.
 (b)
    
    The Lender is not liable to any Transaction Party for any Loss a Transaction Party may
suffer, incur or be liable for arising out of or in connection with the Lender exercising any
Power, except to the extent specifically set out in a Transaction Document.6
    
    Review Event(a)
    
    It is a Review Event with respect to a Facility and a Lender if:
 (1)
    
    Control: if any person obtains Control of Sims or if any person ceases to
have Control of Sims; or(2)
    
    listing: any securities of Sims are added to the official list of any stock
exchange (other than the official list of the Australian Securities Exchange operated
by ASX Limited and the official list of the New York Stock Exchange).
 (b)
    
    If a Review Event occurs under:
  page 38




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##### 



(1)
    
    clause 6(a)(1), then the relevant Lender may, within 90 days after the date
on which the Lender is notified of that change of Control, review the terms of any
financial accommodation provided under any Transaction Document of that Lender.
Following that review and at any time within the 90 day period, the Lender may
require repayment on demand of all or part of the financial accommodation provided to
any Transaction Party and terminate all its Facilities;(2)
    
    clause 6(a)(2), then the relevant Lender may, for a period of not less than
60 days after the date the Lender is notified of that event (Listing Review Period),
review the terms of any financial accommodation provided under any Transaction
Document. Following the Listing Review Period the Lender may require repayment on
demand of all or part of the financial accommodation provided to any Transaction
Party and terminate all its Facilities, if the Lender, acting reasonably, believes
that Sims presence on the official list of such a stock exchange, will have, or is
reasonably likely to have, a Material Adverse Effect.
 7
    
    Guarantee and indemnity7.1
    
    GuaranteeThe Guarantors jointly and severally and unconditionally and irrevocably guarantee to
each Lender severally the payment of the Outstanding Moneys of that Lender.7.2
    
    Payment(a)
    
    If the Outstanding Moneys are not paid when due, each Guarantor must immediately on demand
from a Lender pay to that Lender the Outstanding Moneys of that Lender in the same manner and
currency as the Outstanding Moneys are required to be paid.(b)
    
    A demand under clause 7.2(a) may be made at any time and from time to time.7.3
    
    Securities for other moneyA Lender may apply any amounts received by it or recovered under any:(a)
    
    Collateral Security; or(b)
    
    other document or agreement,which is a security for any of the Outstanding Moneys and any other money in the manner it
determines in its absolute discretion.7.4
    
    Amount of Outstanding Moneys(a)
    
    This clause 7 applies to any amount which forms part of the Outstanding Moneys from time
to time.
  page 39




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##### 



(b)
    
    The obligations of each Guarantor under this clause 7 extend to any increase in the
Outstanding Moneys as a result of:
 (1)
    
    any amendment, supplement, renewal or replacement of any Transaction
Document to which a Transaction Party and the Lender is a party; or(2)
    
    the occurrence of any other thing.
 (c)
    
    Clause 7.4(b):
 (1)
    
    applies regardless of whether any Guarantor is aware of or consented to or
is given notice of any amendment, supplement, renewal or replacement of any agreement
to which a Transaction Party and the Lender is a party or the occurrence of any other
thing; and(2)
    
    does not limit the obligations of any Guarantor under this clause 7.
 7.5
    
    Proof by LenderIn the event of the liquidation of a Transaction Party, each Guarantor authorises the
Lender to prove for all money which any Guarantor has paid or is or may be obliged to pay
under any Transaction Document of that Lender, any other document or agreement or
otherwise in respect of the Outstanding Moneys of that Lender.7.6
    
    Avoidance of payments(a)
    
    If any payment, conveyance, transfer or other transaction relating to or affecting the
Outstanding Moneys is:
 (1)
    
    void, voidable or unenforceable in whole or in part; or(2)
    
    claimed to be void, voidable or unenforceable and that claim is upheld,
conceded or compromised in whole or in part,the liability of each Guarantor under this clause 7 and any Power is the same as
if:(3)
    
    that payment, conveyance, transfer or transaction (or the void, voidable or
unenforceable part of it); and(4)
    
    any release, settlement or discharge made in reliance on any thing referred
to in clause 7.6(a)(3),had not been made and each Guarantor must immediately take all action and sign
all documents necessary or required by the Lender to restore to the Lender the
benefit of this clause 7 and any Encumbrance held by the Lender immediately
before the payment, conveyance, transfer or transaction.
 (b)
    
    Clause 7.6(a) applies whether or not the Lender knew, or ought to have known, of anything
referred to in clause 7.6(a).7.7
    
    Indemnity for avoidance of Outstanding Moneys(a)
    
    If any of the Outstanding Moneys (or money which would have been Outstanding Moneys if it
had not been irrecoverable) are irrecoverable by the Lender from:
  page 40




---



##### 



(1)
    
    any Transaction Party; or(2)
    
    a Guarantor on the footing of a guarantee,the Guarantors jointly and severally, unconditionally and irrevocably, and as a
separate and principal obligation:(3)
    
    indemnify the Lender against any Loss suffered, paid or incurred by the
Lender in relation to the non payment of that money; and(4)
    
    must pay the Lender an amount equal to that money.
 (b)
    
    Clause 7.7(a) applies to the Outstanding Moneys (or money which would have been Outstanding
Moneys if it had not been irrecoverable) which are or may be irrecoverable irrespective of
whether:
 (1)
    
    they are or may be irrecoverable because of any event described in clause
7.6;(2)
    
    they are or may be irrecoverable because of any other fact or circumstance;(3)
    
    the transactions or any of them relating to that money are void or illegal
or avoided or otherwise unenforceable; and(4)
    
    any matters relating to the Outstanding Moneys are or should have been
within the knowledge of the Lender.
 7.8
    
    No obligation to marshalThe Lender is not required to marshal or to enforce or apply under or appropriate,
recover or exercise:(a)
    
    any Encumbrance, Guarantee or Collateral Security or other document or agreement held, at any
time, by or on behalf of that or the Lender; or(b)
    
    any money or asset which the Lender, at any time, holds or is entitled to receive.7.9
    
    Non-exercise of Guarantors rights and waiver of defences(a)
    
    A Guarantor must not exercise any rights it may have inconsistent with this clause 7.(b)
    
    To the extent that the obligations of any Guarantor under this clause 7 are deemed to be the
obligations of a surety, then each Guarantor waives each and every defence or right that it
may now or hereafter have with respect to such obligations as a result of or related to its
status as a surety. Such waiver shall be effective regardless of whether such defences or
rights arise under legal or equitable principles and regardless of the jurisdiction whose laws
or equitable principles are deemed to be applicable.7.10
    
    Principal and independent obligation(a)
    
    This clause 7 is:
 (1)
    
    a principal obligation and is not to be treated as ancillary or collateral
to any other right or obligation; and
  page 41




---



##### 



(2)
    
    independent of and not in substitution for or affected by any other
Collateral Security which the Lender may hold in respect of the Outstanding Moneys or
any obligations of any Transaction Party or any other person.
 (b)
    
    This clause 7 is enforceable against a Guarantor:
 (1)
    
    without first having recourse to any Collateral Security;(2)
    
    whether or not the Lender has made demand on any Transaction Party (other
than any demand specifically required to be given, or notice required to be issued,
to a Guarantor under clause 7.2 or any other provision of a Transaction Document);(3)
    
    whether or not the Lender has given notice to any Transaction Party or any
other person in respect of any thing;(4)
    
    whether or not the Lender has taken any other steps against any Transaction
Party or any other person;(5)
    
    whether or not any Outstanding Moneys is then due and payable; and(6)
    
    despite the occurrence of any event described in clause 7.12.
 7.11
    
    Suspense account(a)
    
    The Lender may apply to the credit of an interest bearing suspense account any:
 (1)
    
    amounts received under this clause 7;(2)
    
    dividends, distributions or other amounts received in respect of the
Outstanding Moneys in any liquidation; and(3)
    
    other amounts received from a Guarantor, a Transaction Party or any other
person in respect of the Outstanding Moneys.
 (b)
    
    The Lender may retain the amounts in the suspense account for as long as it determines and is
not obliged to apply them in or towards satisfaction of the Outstanding Moneys. Following
payment in full of the Outstanding Moneys, it shall return the balance to the relevant
Transaction Party or to another person entitled to it.7.12
    
    Unconditional nature of obligations(a)
    
    This clause 7 and the obligations of each Guarantor under the Transaction Documents are
absolute, binding and unconditional in all circumstances, and are not released or discharged
or otherwise affected by anything which but for this provision might have that effect,
including:
 (1)
    
    the grant to any Transaction Party or any other person at any time, of a
waiver, covenant not to sue or other indulgence;(2)
    
    the release (including a release as part of any novation) or discharge of
any Transaction Party or any other person other than an express release given to a
Transaction Party in writing;
  page 42




---



##### 



(3)
    
    the cessation of the obligations, in whole or in part, of any Transaction
Party or any other person under any Transaction Document or any other document or
agreement;(4)
    
    the liquidation of any Transaction Party or any other person;(5)
    
    any arrangement, composition or compromise entered into by the Lender, any
Transaction Party or any other person;(6)
    
    any Transaction Document or any other document or agreement being in whole
or in part illegal, void, voidable, avoided, unenforceable or otherwise of limited
force or effect;(7)
    
    any extinguishment, failure, loss, release, discharge, abandonment,
impairment, compounding, composition or compromise, in whole or in part of any
Transaction Document or any other document or agreement;(8)
    
    any Collateral Security being given to the Lender by any Transaction Party
or any other person;(9)
    
    any alteration, amendment, variation, supplement, renewal or replacement of
any Transaction Document or any other document or agreement;(10)
    
    any moratorium or other suspension of any Power;(11)
    
    the Lender or Attorney exercising or enforcing, delaying or refraining from
exercising or enforcing, or being not entitled or unable to exercise or enforce any
Power;(12)
    
    the Lender obtaining a judgment against any Transaction Party or any other
person for the payment of any of the Outstanding Moneys;(13)
    
    any transaction, agreement or arrangement that may take place with the
Lender, any Transaction Party or any other person;(14)
    
    any payment to the Lender or Attorney, including any payment which at the
payment date or at any time after the payment date is in whole or in part illegal,
void, voidable, avoided or unenforceable;(15)
    
    any failure to give effective notice to any Transaction Party or any other
person of any default under any Transaction Document or any other document or
agreement;(16)
    
    any legal limitation, disability or incapacity of any Transaction Party or
of any other person;(17)
    
    any breach of any Transaction Document or any other document or agreement;(18)
    
    the acceptance of the repudiation of, or termination of, any Transaction
Document or any other document or agreement;(19)
    
    any Outstanding Moneys being irrecoverable for any reason;(20)
    
    any disclaimer by any Transaction Party or any other person of any
Transaction Document or any other document or agreement;
  page 43




---



##### 



(21)
    
    any assignment, novation, assumption or transfer of, or other dealing with,
any Powers or any other rights or obligations under any Transaction Document or any
other document or agreement;(22)
    
    the opening of a new account of any Transaction Party with the Lender or
any transaction on or relating to the new account;(23)
    
    any prejudice (including material prejudice) to any person as a result of
any thing done or omitted by the Lender, any Transaction Party or any other person;(24)
    
    any prejudice (including material prejudice) to any person as a result of
the Lender, Attorney or any other person selling or realising any property the
subject of a Collateral Security at less than the best price;(25)
    
    any prejudice (including material prejudice) to any person as a result of
any failure or neglect by the Lender, Attorney or any other person to recover the
Outstanding Moneys from any Transaction Party or by the realisation of any property
the subject of a Collateral Security;(26)
    
    any prejudice (including material prejudice) to any person as a result of
any other thing;(27)
    
    the receipt by the Lender of any dividend, distribution or other payment in
respect of any liquidation;(28)
    
    the failure of any other Guarantor or any other person who is intended to
become a co-surety or co-indemnifier of that Guarantor to execute this deed or any
other document;(29)
    
    the automatic termination of a Lenders commitment to provide financial
accommodation under clause 5.2(d)(1); or(30)
    
    any other act, omission, matter or thing whether negligent or not.
 (b)
    
    Clause 7.12(a) applies irrespective of:
 (1)
    
    the consent or knowledge or lack of consent or knowledge, of the Lender,
any Transaction Party or any other person of any event described in clause 7.12(a);
or(2)
    
    any rule of law or equity to the contrary.
 7.13
    
    No competition(a)
    
    Until the Outstanding Moneys have been fully paid and this clause 7 has been finally
discharged, a Guarantor is not entitled to:
 (1)
    
    be subrogated to the Lender;(2)
    
    claim or receive the benefit of any Encumbrance, Guarantee or other
document or agreement of which the Lender has the benefit;(3)
    
    claim or receive the benefit of any moneys held by the Lender; or(4)
    
    claim or receive the benefit of any Power;
  page 44




---



##### 



(5)
    
    either directly or indirectly prove in, claim or receive the benefit of any
distribution, dividend or payment arising out of or relating to the liquidation of
any Transaction Party liable to pay the Outstanding Moneys, except in accordance with
clause 7.13(b);(6)
    
    make a claim or exercise or enforce any right, power or remedy (including
under an Encumbrance or Guarantee or by way of contribution) against any Transaction
Party liable to pay the Outstanding Moneys other than payments made in the ordinary
course of business that are not otherwise restricted by this clause 7.13;(7)
    
    accept, procure the grant of or allow to exist any Encumbrance in favour of
a Guarantor from any Transaction Party liable to pay the Outstanding Moneys;(8)
    
    exercise or attempt to exercise any right of set-off against, or realise
any Encumbrance taken from, any Transaction Party liable to pay the Outstanding
Moneys; or(9)
    
    raise any defence or counterclaim in reduction or discharge of its
obligations under this clause 7.
 (b)
    
    If required by the Lender, a Guarantor must prove in any liquidation of any Transaction Party
liable to pay the Outstanding Moneys for all money owed to the Guarantor.(c)
    
    All money recovered by a Guarantor from any liquidation or under any Encumbrance or Guarantee
from any Transaction Party liable to pay the Outstanding Moneys must be received and held in
trust by the Guarantor for the Lender to the extent of the unsatisfied liability of the
Guarantor under this clause 7.(d)
    
    A Guarantor must not do or seek, attempt or purport to do anything referred to in clause
7.13(a).7.14
    
    Continuing guaranteeThis clause 7 is a continuing obligation of each Guarantor, despite:(a)
    
    any settlement of account; or(b)
    
    the occurrence of any other thing,and remains in full force and effect until:(c)
    
    all the Outstanding Moneys have been paid in full; and(d)
    
    this clause 7 has been finally discharged by the Lender.7.15
    
    VariationThis clause 7 extends to cover the Transaction Documents as amended, varied or
replaced, whether with or without the consent of any one or more of the Guarantors,
including any increase in the limit or maximum principal amount available under a
Transaction Document.
  page 45




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##### 



7.16
    
    JudgmentsA final judgment obtained against a relevant Transaction Party is conclusive as
against each Guarantor.7.17
    
    Limitation of Liability(a)
    
    If any court of competent jurisdiction determines that all or any portion of a Guarantors
guarantee obligations under this clause 7 are subject to avoidance under any applicable
Fraudulent Transfer Law, then such guarantee obligations, notwithstanding any other provision
of this clause 7, shall be limited to the maximum amount that would not be subject to such
avoidance. For the purposes of determining the maximum non-avoidable amount, each Guarantors
assets will include, without limitation, its rights of indemnification and contribution
against all other Guarantors under clause 7.17(b) or applicable law. Fraudulent Transfer Laws
means Section 548 of the United States Bankruptcy Code and any laws of any other jurisdiction
(including any state of the United States) allowing the avoidance of constructive fraudulent
conveyances.(b)
    
    Each Guarantor (for the purposes of this clause 7.17(b), a Contributing Party) agrees that,
in the event any other Guarantor makes a payment in respect of its guarantee obligations under
this clause 7, the Contributing Party shall indemnify such other Guarantor in an amount equal
to the amount of such payment multiplied by a fraction whose numerator is the Contributing
Partys net worth and whose denominator is the aggregate net worth of all the Guarantors. In
each case, the net worth of a Contributing Party and each other Guarantor will be determined
as of the date it became a Guarantor. This clause 7.17(b) is subject to, and shall not
affect, any Guarantors rights or obligations under clause 7.13.(c)
    
    This clause 7.17 applies only to Guarantors which are subject to any order, filing or
proceeding under the Bankruptcy Code of the United States of America and then only to the
extent that a Lender and Sims agree that it is to apply in respect of a Guarantor under a
Lenders Transaction Documents.8
    
    German Guarantors(a)
    
    To the extent that any obligation under this deed, in particular (but not exclusively) the
guarantee and/or the indemnity created under clause 7 is undertaken and/or granted by a German
Guarantor (a German Guarantee) and the German Guarantee guarantees to a Lender amounts, or
creates obligations to a Lender (the Relevant Lender) for amounts which are owed by direct or
indirect shareholders of the German Guarantor or affiliated companies of such shareholders
(with the exception of affiliated companies which are also direct subsidiaries of the German
Guarantor), the German Guarantee to the Relevant Lender shall be subject to certain
limitations as set out in clause 8(b). In relation to any other amounts guaranteed, the German
Guarantee remains unlimited.(b)
    
    To the extent that a demand under this deed is made by a Relevant Lender upon a German
Guarantor in respect of amounts in relation to which the conditions pursuant to clause 8(a)
are fulfilled, the relevant German Guarantors liability shall be limited, in respect of that
demand only:
 (1)
    
    if the value of that German Guarantors Net Assets is greater than its
stated share capital at the time of the demand, to that amount such that after
payment
  page 46




---



##### 



of that amount the value of the German Guarantors Net Assets is not less than
its stated share capital (Stammkapital); or(2)
    
    if the value of its Net Assets is lower than its stated share capital at
the time of the demand, to nil,for the purpose of not affecting its assets which are required for the
obligatory preservation of its stated share capital according to §§ 30, 31
German GmbH-Act (GmbH-Gesetz).
 (c)
    
    In this clause 8, Net Assets(Nettovermögen) means the sum of the German Guarantors assets
pursuant to Section 266 para. 2 A, B and C of the German Commercial Code (Handelsgesetzbuch),
less the sum of the German Guarantors liabilities pursuant to Section 266, paragraphs 3 B, C
(but disregarding, for the avoidance of doubt, the obligations under clause 7 of this deed) D
and E of the German Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of
the date on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby
the balance sheet shall be adjusted as set out under clause 8(d).(d)
    
    For the purposes of calculating the Net Assets, the following balance sheet items shall be
adjusted as follows:
 (1)
    
    loans provided to the German Guarantor shall be disregarded, if and to the
extent such loans have been made available, directly or indirectly to the German
Guarantor from funds made available by the Relevant Lender;(2)
    
    the amount of any increase of the stated share capital (Stammkapital) of
the German Guarantor registered after the date of such German Guarantor becoming a
party to this deed without the prior written consent of the Relevant Lender shall be
deducted from the relevant stated share capital;(3)
    
    loans provided to the German Guarantor by any of its affiliated entities
shall be disregarded if and to the extent such loans are subordinated, or are
considered subordinated pursuant to Section 39, paragraph 1, number 5 German
Insolvency Act (InsO); and(4)
    
    loans and other liabilities incurred in violation of the provisions of the
Transaction Documents shall be disregarded.
 (e)
    
    This clause 8 shall apply mutatis mutandis if the German Guarantee is granted by a Guarantor
incorporated in Germany as a limited liability partnership (GmbH & Co. KG) in relation to the
limited liability company as general partner (Komplementär) of such Guarantor and also if the
German Guarantee is granted by a Guarantor incorporated in Germany as an open trading company
(Offene Handelsgesellschaft) in relation to a limited liability company as shareholder
(Komplementär) of such Guarantor.9
    
    Payments9.1
    
    Manner of paymentAll payments by a Transaction Party under the Transaction Documents must be made:(a)
    
    in Same Day Funds;
  page 47




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##### 



(b)
    
    in the Relevant Currency;(c)
    
    no later than 10.00am in the place for payment on the due date,to the Lenders account as specified by the Lender to the Borrower or in any other manner
the Lender directs from time to time.9.2
    
    Payments on a Business DayIf a payment is due on a day which is not a Business Day, the due date for that
payment is the next Business Day in the same calendar month or, if none, the preceding
Business Day, and interest must be adjusted accordingly.9.3
    
    Payments in grossAll payments which a Transaction Party is required to make under any Transaction
Document must be without:(a)
    
    any set-off, counterclaim or condition; or(b)
    
    any deduction or withholding for any Tax or any other reason unless the Transaction Party is
required to make a deduction or withholding by applicable law.9.4
    
    Additional paymentsIf:(a)
    
    any Transaction Party is required to make a deduction or withholding in respect of Tax (other
than Excluded Tax) from any payment to be made to the Lender under any Transaction Document;
or(b)
    
    the Lender is required to pay any Tax (other than Excluded Tax) in respect of any payment it
receives from a Transaction Party under any Transaction Document,the Transaction Party:(c)
    
    indemnifies the Lender against that Tax; and(d)
    
    must pay to the Lender an additional amount which the Lender determines to be necessary to
ensure that the Lender receives when due a net amount (after payment of any Tax in respect of
each additional amount) that is equal to the full amount it would have received if a deduction
or withholding or payment of Tax had not been made.9.5
    
    Taxation deduction proceduresIf clause 9.4(a) applies:(a)
    
    the Transaction Party must pay the amount deducted or withheld to the appropriate Government
Agency as required by law; and(b)
    
    the Transaction Party must:
 (1)
    
    use reasonable endeavours to obtain a payment receipt from the Government
Agency (and any other documentation ordinarily provided by the Government Agency in
connection with the payment); and
  page 48




---



##### 



(2)
    
    within 2 Business Days after receipt of the documents referred to in clause
9.5(b)(1), deliver copies of them to the Lender.
 9.6
    
    Tax CreditIf a Transaction Party makes an additional payment under clause 9.4 for the benefit
of the Lender, and the Lender determines that:(a)
    
    a credit against, relief or remission for, or repayment of any Tax (Tax Credit) is
attributable to that additional payment; and(b)
    
    the Lender has obtained, utilised and retained that Tax Credit,then the Lender must pay an amount to the Transaction Party which the Lender determines
will leave it (after that payment) in the same after Tax position as it would have been in
had the additional payment not been made by the Transaction Party.9.7
    
    Tax affairsNothing in clause 9.6:(a)
    
    interferes with the right of the Lender to arrange its tax affairs in any manner it thinks
fit;(b)
    
    obliges the Lender to investigate the availability of, or claim, any Tax Credit; or(c)
    
    obliges the Lender to disclose any information relating to its tax affairs or any tax
computations.9.8
    
    Amounts payable on demandIf any amount payable by a Transaction Party under any Transaction Document is not
expressed to be payable on a specified date, that amount is payable by the Transaction
Party on demand by the Lender.9.9
    
    Appropriation of payments(a)
    
    All payments made by a Transaction Party under a Transaction Document may be appropriated
as between principal, interest and other amounts as the Lender determines or, failing any
determination, in the following order:
 (1)
    
    first, towards reimbursement of all fees, costs, expenses, charges, damages
and indemnity payments due and payable by the Transaction Parties under the
Transaction Documents;(2)
    
    second, towards payment of interest due and payable under the Transaction
Documents; and(3)
    
    third, towards repayment or prepayment of the Principal Outstanding.
 (b)
    
    Any appropriation under clauses 9.9(a) overrides any appropriation made by a Transaction
Party.
  page 49




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##### 



9.10
    
    Currency exchangesIf the Lender receives an amount under a Transaction Document in a currency which is
not in the Relevant Currency, the Lender:(a)
    
    may convert the amount received into the Relevant Currency in accordance with its normal
procedures; and(b)
    
    is only regarded as having received the amount that it has converted into the Relevant
Currency.9.11
    
    Currency of account(a)
    
    Subject to paragraphs 9.11(b) to 9.11(e) below, Dollars are the currency of account and
payment for any sum due from a Borrower or any other Transaction Party under any Transaction
Document.(b)
    
    A repayment of financial accommodation shall be made on its due date in the currency in which
it is denominated.(c)
    
    Each payment of interest shall be made in the currency in which the sum in respect of which
the interest is payable was denominated when that interest accrued.(d)
    
    Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.(e)
    
    Any amount expressed to be payable in a currency other than Dollars shall be paid in that
other currency.9.12
    
    Change of currency(a)
    
    Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country, then:
 (1)
    
    any reference in a Transaction Document to, and any obligations arising
under a Transaction Document in, the currency of that country shall be translated
into, or paid in, the currency or currency unit of that country designated by the
Lender (after consultation with the Borrowers); and(2)
    
    any translation from one currency or currency unit to another shall be at
the official rate of exchange recognised by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the Lender
(acting reasonably).
 (b)
    
    If a change in any currency of a country occurs, this agreement will, to the extent the
Lender (acting reasonably and after consultation with the Borrowers) specifies to be
necessary, be amended to comply with any generally accepted conventions and market practice in
the Relevant Interbank Market and otherwise to reflect the change in currency.
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10
    
    Increased costs and illegality10.1
    
    Increased costs(a)
    
    If a Lender determines that any Change in Law affecting it or any of its holding companies
(each a Holding Company) directly or indirectly:
 (1)
    
    increases the effective cost to the Lender of performing its obligations
under the Transaction Documents of that Lender or funding or maintaining that
Lenders participation in that Lenders Facility;(2)
    
    reduces any amount received or receivable by the Lender under the
Transaction Documents of that Lender; or(3)
    
    in any other way reduces the effective return to the Lender or any Holding
Company under the Transaction Documents of that Lender or the overall return on
capital of the Lender or any Holding Company,(each an Increased Cost), the Borrowers must pay to the Lender on demand
compensation for the Increased Cost to the extent attributed by the Lender or
Holding Company (using the methods it considers appropriate) to the Lenders
obligations under the Transaction Documents of that Lender or the funding or
maintenance of that Lenders Facility.
 (b)
    
    A Transaction Party is not obliged to pay compensation under this clause if the relevant
increased cost, reduction in the amount receivable or reduction in return on capital is:
 (1)
    
    fully compensated for by clause 9.4; or(2)
    
    attributable to the wilful breach of any law by the Lender claiming the
benefit of the clause or a breach by the Lender of the terms of a Transaction
Document.
 (c)
    
    A claim under clause 10.1(a) in the absence of manifest error, is sufficient evidence of the
amount to which the Lender is entitled under clause 10.1(a) unless the contrary is proved.(d)
    
    If Sims receives a demand from a Lender under clause 10.1(a), the Borrowers may, by written
notice to the Lender on or before the date which is 20 Business Days after the date of that
demand, cancel the commitment of that Lender and prepay its Outstanding Moneys in full.(e)
    
    A notice under clause 10.1(d) is irrevocable and the relevant Borrowers must, on the date
which is 40 Business Days after the date that the notice is given, pay to that Lender the
Outstanding Moneys of that Lender in full.10.2
    
    Illegality(a)
    
    If any Change in Law or other event makes it illegal for a Lender to perform its
obligations under the Transaction Documents of that Lender or fund or maintain that Lenders
Facility, that Lender may by notice to Sims:
 (1)
    
    suspend all or part of its obligations under the Transaction Documents for
the duration of the illegality; or
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(2)
    
    by notice to Sims, cancel all or part of its commitment and require the
Borrowers to repay the Outstanding Moneys in part or in full on the date which is 40
Business Days after the date on which the Lender gives the notice or any earlier date
required by, or to comply with, the applicable law, provided that if the Lender
determines in its absolute discretion that the illegality can be avoided by a partial
suspension or cancellation, then the Lender may only suspend its obligations or
cancel its commitment under this clause 10.2 to the extent it considers necessary to
avoid the illegality.
 (b)
    
    A notice under clause 10.2(a)(2) is irrevocable and the Borrowers must, on the repayment date
determined under clause 10.2(a)(2), pay to the relevant Lender the Outstanding Moneys of that
Lender in full.(c)
    
    If this clause 10.2 applies, the relevant Lender agrees to use reasonable endeavours for a
period of 90 days to make the relevant financial accommodation available by some alternative
means including changing its Lending Office or making the financial accommodation available
through a Related Body Corporate provided that nothing in this clause 10.2 will oblige the
Lender to incur any costs or expenses or take any action or refrain from taking any action
where, in the opinion of the Lender, the taking of that action or the refraining from taking
that action is impractical, may be prejudicial to the Lender or is contrary to the Lenders
policies.
 11
    
    Indemnities11.1
    
    General indemnity(a)
    
    Each Borrower indemnifies each Lender against any Loss which that Lender (whether acting
as agent of the Borrower or otherwise) or an Attorney pays, suffers, incurs or is liable for,
in respect of any of the following:
 (1)
    
    financial accommodation requested under a Transaction Document not being
made for any reason including any failure by a Transaction Party to fulfil any
condition precedent contained in the Transaction Documents of that Lender, but
excluding any default by that Lender;(2)
    
    financial accommodation provided by that Lender being repaid or discharged
other than on the scheduled date for repayment or discharge;(3)
    
    the occurrence of any Default;(4)
    
    that Lender exercising its Powers consequent upon or arising out of the
occurrence of any Default;(5)
    
    the non-exercise, attempted exercise, exercise or delay in the exercise of
any Power; and(6)
    
    any act or omission of a Transaction Party or any of its employees or
agents.
 (b)
    
    The indemnity in clause 11.1(a), includes the amount determined by the Lender as being
incurred by reason of the liquidation or re-employment of deposits or other funds acquired or
contracted for by the Lender to fund or maintain its Facility.
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11.2
    
    Foreign currency indemnityIf, at any time:(a)
    
    a Lender or an Attorney receives or recovers any amount payable by a Transaction Party
including:
 (1)
    
    under any judgment or order of any Government Agency;(2)
    
    for any breach of any Transaction Document;(3)
    
    on the liquidation or bankruptcy of the Transaction Party or any proof or
claim in that liquidation or bankruptcy; or(4)
    
    any other thing into which the obligations of the Transaction Party may
have become merged; and
 (b)
    
    the Payment Currency is not the Relevant Currency,the Borrower indemnifies the Lender or Attorney against any shortfall between the amount
payable in the Relevant Currency and the amount actually or notionally received or
recovered by the Lender or Attorney after the Payment Currency is converted or translated
into the Relevant Currency under clause 11.3.11.3
    
    Conversion of currenciesIn making any currency conversion under clause 11.2, the Lender or Attorney may
itself or through its bankers purchase one currency with another, whether or not through
an intermediate currency, whether spot or forward, in accordance with its normal practice.11.4
    
    Continuing indemnities and evidence of loss(a)
    
    Each indemnity of a Transaction Party in a Transaction Document is a continuing obligation
of the Transaction Party, despite:
 (1)
    
    any settlement of account; or(2)
    
    the occurrence of any other thing,and remains in full force and effect until the Outstanding Moneys are fully and
finally repaid.
 (b)
    
    Each indemnity of a Transaction Party in a Transaction Document is an additional, separate
and independent obligation of a Transaction Party and no one indemnity limits the general
nature of any other indemnity.(c)
    
    Each indemnity of a Transaction Party in a Transaction Document survives the termination of
any Transaction Document.(d)
    
    A certificate given by an Authorised Officer of the Lender detailing the amount of any Loss
covered by any indemnity in a Transaction Document is sufficient evidence unless the contrary
is proved. Any such certificate must provide reasonable details of the amount claimed and
where appropriate how it has been calculated.
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12
    
    Fees, Tax, costs and expenses12.1
    
    Tax(a)
    
    The Borrowers must pay any Tax, other than an Excluded Tax in respect of the Lender, which
is payable in respect of a Transaction Document (including in respect of the execution,
delivery, performance, release, discharge, amendment or enforcement of a Transaction
Document).(b)
    
    The Borrowers must pay any fine, penalty or other cost in respect of a failure to pay any Tax
described in clause 12.1(a) except to the extent that the fine, penalty or other cost is
caused by the Lenders failure to lodge money received from the Borrower within 5 Business
Days before the due date for lodgement.(c)
    
    Each Borrower indemnifies the Lender against any amount payable under clause 12.1(a) or (b).12.2
    
    Costs and expensesThe Borrowers must pay all costs and expenses of the Lender in relation to:(a)
    
    the negotiation, preparation, execution, delivery, stamping, registration, completion,
variation and discharge of any Transaction Document, provided that those costs and expenses
are reasonable;(b)
    
    the enforcement, protection or waiver of any rights under any Transaction Document;(c)
    
    the consent or approval of the Lender given under any Transaction Document, provided that
those costs and expenses are reasonable; and(d)
    
    any enquiry by a Government Agency involving a Transaction Party,including any legal costs and expenses and any professional consultants fees on a full
indemnity basis, subject, in the case of costs and expenses arising under clause 12.2(a)
or 12.2(c) only, to any maximum amount for such costs, expenses and fees agreed between
the Lender and Sims.12.3
    
    GST(a)
    
    If GST is or will be imposed on a supply made under or in connection with a Transaction
Document by a Lender, the Lender may, to the extent that the consideration otherwise provided
for that supply is not stated to include an amount in respect of GST on the supply:
 (1)
    
    increase the consideration otherwise provided for that supply under the
Transaction Document by the amount of that GST; or
 (2)
    
    otherwise recover from the recipient of the supply the amount of that GST.
 (b)
    
    The Lender must issue a Tax Invoice to the recipient of the supply no later than 5 Business
Days after payment to the Lender of the GST inclusive consideration for that supply.
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(c)
    
    Where under a Transaction Document a Transaction Party is required to reimburse or indemnify
for an amount, that Transaction Party will pay the relevant amount (including any sum in
respect of GST) less any GST input tax credit the relevant Lender is entitled to claim in
respect of that amount.13
    
    Assignment and substitution13.1
    
    Assignment by Transaction PartyA Transaction Party must not assign or novate any of its rights or obligations under
a Transaction Document of a Lender without the Lenders prior written consent.13.2
    
    Assignment by LenderThe Lender may assign or novate any of its rights and obligations under a Transaction
Document of that Lender to any person if:(a)
    
    any necessary prior Authorisation is obtained;(b)
    
    where the Lender is novating any of its rights and obligations under a Transaction Document:
 (1)
    
    the Borrower gives its prior consent to the novation which consent must not
be unreasonably withheld and is deemed given if no response is received within 15
days of a request for consent;
 (2)
    
    an Event of Default subsists; or
 (3)
    
    the novation is to a Related Body Corporate of the Lender; and
 (c)
    
    the proposed assignee or novatee becomes a party to this deed as a New Lender by executing a
Lender Accession Deed in accordance with clause 14.13.3
    
    AssistEach party must do any thing which a Lender reasonably requests including, executing
any documents or amending any Transaction Document of that Lender (other than this deed),
to effect any transfer, assignment, novation or substitution under this clause 13.13.4
    
    Securitisation permitted(a)
    
    A Lender may, without having to obtain the consent of or notify a Transaction Party,
assign, transfer, sub-participate or otherwise deal with any of its rights under a Transaction
Document to a trustee of a trust, a company or any other entity which in each case is
established for the purposes of securitisation (Securitisation Dealing) provided that the
Lender remains the Lender on record.(b)
    
    Despite any Securitisation Dealing by a Lender:
 (1)
    
    the Lender must continue to perform all its obligations under this deed;
and
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(2)
    
    any amount paid by the Transaction Party to the Lender will satisfy the
Transaction Partys obligation to make that payment until the Transaction Party is
given notice by the Lender of the Securitisation Dealing and directed by the Lender
to pay any amount payable by the Transaction Party under this deed to the relevant
assignee, transferee or sub-participant.
 13.5
    
    Participation permittedThe Lender may grant a participation interest (being a right to share in the
financial benefits of this deed, without any rights against a Transaction Party) in any of
the Lenders rights and benefits under the Transaction Documents of that Lender to any
other person without having to obtain the consent of or to notify a Transaction Party.13.6
    
    Lending Office(a)
    
    The Lender may change its Lending Office at any time.(b)
    
    The Lender must promptly notify Sims of the change.13.7
    
    No increase in costsIf a Lender assigns or novates any of its rights or obligations under any Transaction
Document or changes its Lending Office, no Transaction Party is required to pay any net
increase in the aggregate amount of costs, Taxes, fees or charges which is a direct
consequence of the transfer or assignment or change of Lending Office.14
    
    New Lenders and Additional Transaction Parties14.1
    
    New LendersA bank or other financial institution which is not an Original Lender may become a
Lender for the purposes of this deed by entering into a duly completed and executed Lender
Accession Deed with Sims (on behalf of itself and each other Transaction Party).14.2
    
    Retired LendersA Lender will no longer be bound by the Transaction Documents of that Lender
immediately upon notification by the Lender to Sims that all obligations of the
Transaction Parties to the Lender have been discharged and released.14.3
    
    Additional BorrowersSims may request that any of its wholly owned Subsidiaries becomes an Additional
Borrower in respect of a Lender. That Subsidiary shall become an Additional Borrower in
respect of that Lender if:(a)
    
    the Lender approves the addition of that Subsidiary as an Additional Borrower;
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(b)
    
    Sims delivers to the Lender a duly completed and executed Accession Deed for the accession of
that Subsidiary as an Additional Guarantor and Additional Borrower;(c)
    
    Sims confirms that no Default is continuing or would occur as a result of that Subsidiary
becoming an Additional Guarantor and Additional Borrower; and(d)
    
    the Lender has received all of the documents and other evidence listed in Schedule 5 in
relation to that Additional Borrower, each in form and substance satisfactory to it.14.4
    
    Additional GuarantorsSims may request that any of its wholly owned Subsidiaries become an Additional
Guarantor in respect of a Lender. That Subsidiary shall become an Additional Guarantor in
respect of that Lender if:(a)
    
    Sims delivers to the Lender an original counterpart of a duly completed and executed
Accession Deed; and(b)
    
    Sims confirms that no Default is continuing or would occur as a result of that Subsidiary
becoming an Additional Guarantor; and(c)
    
    the Lender has received all of the documents and other evidence listed in Schedule 5 in
relation to that Additional Guarantor, each in form and substance satisfactory to it.14.5
    
    Repetition of RepresentationsDelivery of an Accession Deed to a Lender constitutes confirmation by the relevant
Subsidiary that the representations and warranties in the Transaction Documents of that
Lender are true and correct in relation to it as at the date of delivery as if made by
reference to the facts and circumstances then existing.15
    
    Representatives15.1
    
    Lender as agent or trusteeIf a Lender or any other person acts as an agent or trustee (Facility Agent) on
behalf of any other Lenders in respect of any Transaction Document then as between the
Facility Agent and those Lenders and the Transaction Parties in relation to, but subject
to the terms of, those Transaction Documents:(a)
    
    any information, consent, approval, waiver, variation or notice under this deed that is able
or required to be given:
 (1)
    
    by one or more of those Lenders shall be given only by the Facility Agent
on behalf of those Lenders; and
 (2)
    
    to one or more of those Lenders may be given to the Facility Agent on
behalf of those Lenders (and if given to the Facility Agent is regarded as given to
each such Lender);
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(b)
    
    without limiting clause 15.1(a), any notice provided for in this deed relating to or given
consequent upon a breach or default or Event of Default under a Transaction Document to which
those Lenders are party shall only be given by the Facility Agent on behalf of those Lenders;
and(c)
    
    each Transaction Party may assume, without the necessity for enquiry, that the Facility Agent
is duly appointed and that anything done or purported to be done by the Facility Agent under a
Transaction Document to which those Lenders are party has been authorised by the requisite
Lender or Lenders under those Transaction Documents.15.2
    
    Transaction Parties agent(a)
    
    All communications under the Transaction Documents to and from the Transaction Parties may
be sent to or by Sims.(b)
    
    Each Transaction Party (other than Sims) by its execution of this deed or an Accession Deed
irrevocably appoints Sims to act on its behalf as its agent and attorney in relation to the
Transaction Documents and irrevocably authorises:
 (1)
    
    Sims on its behalf to supply all information concerning itself contemplated
by this deed to any Lender;(2)
    
    Sims on its behalf to give and receive all notices and instructions under
the Transaction Documents;(3)
    
    Sims on its behalf to agree and sign all documents under or in connection
with the Transaction Documents (including any Accession Deed, Lender Accession Deed
or amendment, supplement or variation to any Transaction Document) without further
reference to or the consent of that Transaction Party; and(4)
    
    each Lender to give any notice, demand or other communication to that
Transaction Party pursuant to the Transaction Documents to Sims,and in each case the Transaction Party will be bound by any act of Sims under
this clause 15.2.
 16
    
    Saving provisions16.1
    
    No merger of security(a)
    
    Nothing in this deed merges, extinguishes, postpones, lessens or otherwise prejudicially
affects:
 (1)
    
    any Encumbrance or indemnity in favour of the Lender; or
 (2)
    
    any Power.
 (b)
    
    No other Encumbrance or Transaction Document which the Lender has the benefit of in any way
prejudicially affects any Power.
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16.2
    
    Exclusion of moratoriumTo the extent not excluded by law, a provision of any legislation which directly or
indirectly:(a)
    
    lessens, varies or affects in favour of a Transaction Party any obligations under a
Transaction Document; or(b)
    
    stays, postpones or otherwise prevents or prejudicially affects the exercise by the Lender of
any Power,is negatived and excluded from each Transaction Document and all relief and protection
conferred on a Transaction Party by or under that legislation is also negatived and
excluded.16.3
    
    ConflictWhere any right, power, authority, discretion or remedy conferred on the Lender or an
Attorney by any Transaction Document is inconsistent with the powers conferred by
applicable law then, to the extent not prohibited by that law, those conferred by
applicable law are regarded as negatived or varied to the extent of the inconsistency.16.4
    
    Consents(a)
    
    Whenever the doing of any thing by a Transaction Party is dependent on the consent of the
Lender, the Lender may withhold its consent or give it conditionally or unconditionally in its
absolute discretion, unless expressly stated otherwise in a Transaction Document.(b)
    
    Any conditions imposed on a Transaction Party by the Lender under clause 16.4(a) must be
complied with by the Transaction Party.16.5
    
    Principal obligationsThis deed and each Collateral Security is:(a)
    
    a principal obligation and is not ancillary or collateral to any other Encumbrance (other
than another Collateral Security) or other obligation; and(b)
    
    independent of, and unaffected by, any other Encumbrance or other obligation which the Lender
may hold at any time in respect of the Outstanding Moneys.16.6
    
    Non-avoidanceIf any payment by a Transaction Party to the Lender is avoided for any reason
including any legal limitation, disability or incapacity of or affecting the Transaction
Party or any other thing, and whether or not:(a)
    
    any transaction relating to the Outstanding Moneys was illegal, void or substantially
avoided; or(b)
    
    any thing was or ought to have been within the knowledge of the Lender,the Transaction Party:
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##### 



(c)
    
    as an additional, separate and independent obligation, indemnifies the Lender against that
avoided payment; and(d)
    
    acknowledges that any liability of the Transaction Party under the Transaction Documents and
any right or remedy of the Lender under the Transaction Documents is the same as if that
payment had not been made.16.7
    
    Set-off authorisedIf a Transaction Party does not pay any amount when due and payable by it to the
Lender under a Transaction Document, the Lender may:(a)
    
    apply any credit balance in any currency in any account of the Transaction Party with the
Lender in or towards satisfaction of that amount; and(b)
    
    effect any currency conversion which may be required to make an application under clause
16.7(a).16.8
    
    Lenders certificates and approvals(a)
    
    A certificate signed by any Authorised Officer of the Lender in relation to any amount,
calculation or payment under any Transaction Document is sufficient evidence of that amount,
calculation or payment unless the contrary is proved.(b)
    
    Where any provision of a Transaction Document requires the Lenders approval, that approval
will not be effective unless and until it is provided in writing.16.9
    
    No reliance or other obligations and risk assumptionEach Transaction Party acknowledges and confirms that:(a)
    
    it has not entered into any Transaction Document in reliance on any representation, warranty,
promise or statement made by or on behalf of the Lender;(b)
    
    in respect of the transactions evidenced by the Transaction Documents, the Lender has no
obligations other than those expressly set out in the Transaction Documents; and(c)
    
    in respect of interest rates or exchange rates, the Lender is not liable for:
 (1)
    
    any movement in interest rates or exchange rates;
 (2)
    
    any information, advice or opinion provided by the Lender or any person on
behalf of the Lender, even if provided at the request of a Transaction Party (it
being acknowledged by each Transaction Party that such matters are inherently
speculative);
 (3)
    
    any information, advice or opinion provided by the Lender or any person on
behalf of the Lender, even if relied on by a Transaction Party; or
 (4)
    
    any information, advice or opinion provided by the Lender or any person on
behalf of the Lender, even if provided incorrectly or negligently.
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16.10
    
    Power of attorney(a)
    
    For consideration received, each Transaction Party irrevocably appoints the Lender and
each Authorised Officer of the Lender as the attorney of the Transaction Party to:
 (1)
    
    execute and deliver all documents; and
 (2)
    
    do all things,
 which are necessary or desirable to give effect to each Transaction Document.
 (b)
    
    An attorney appointed under clause 16.10(a) may appoint a substitute attorney to perform any
of its powers.(c)
    
    An Attorney appointed under clause 16.10(a) may only exercise any of its powers under this
clause 16.10 whilst an Event of Default is subsisting.17
    
    General17.1
    
    Confidential informationThe Lender must not disclose to any person:(a)
    
    any Transaction Document; or(b)
    
    any information about any Transaction Party,except:(c)
    
    in connection with a permitted assignment, novation, participation or securitisation under
clause 13, or a proposed permitted assignment, novation, participation or securitisation under
clause 13, where the disclosure is made on the basis that the recipient of the information
will comply with this clause 17.1 in the same way that the Lender is required to do;(d)
    
    to any professional or other adviser consulted by it in relation to any of its rights or
obligations under the Transaction Documents;(e)
    
    to the Reserve Bank of Australia, the Australian Tax Office or any Government Agency
requiring disclosure of the information;(f)
    
    in connection with the enforcement of its rights under the Transaction Documents;(g)
    
    where the information is already in the public domain, or where the disclosure would not
otherwise breach any duty of confidentiality;(h)
    
    if required by law; or(i)
    
    otherwise with the prior written consent of the relevant Transaction Party (such consent not
to be unreasonably withheld).
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17.2
    
    Transaction Party to bear costAny thing which must be done by a Transaction Party under any Transaction Document,
whether or not at the request of the Lender, must be done at the cost of the Transaction
Party.17.3
    
    Dispute Resolution(a)
    
    If an Issue or a circumstance that is reasonably likely to result in a Issue, arises Sims
and the Lender must not commence any court proceedings relating to the Issue unless it has
complied with the provisions of this clause 17.3, except to seek urgent interlocutory relief.(b)
    
    If Sims or the Lender become aware of an Issue or a circumstance that is reasonably likely to
result in an Issue, it must promptly notify the other (Initial Notice), and if the Issue is
not resolved within ten (10) Business Days from the date that of that Initial Notice,
(excluding the date of that Initial Notice) (or such other period as agreed to in writing
between Sims and the Lender), then either Sims or the Lender may give a written notice to the
other specifying the nature and details of the Issue (Notification).(c)
    
    If an Issue is resolved within ten (10) Business Days from the date on which Initial Notice
is provided (excluding the date on which Initial Notice is given) (or such other period as
agreed to in writing between Sims and the Lender), Sims and the Lender must exchange written
acknowledgement of such resolution prior to the end of the ten (10) Business Day period.(d)
    
    Once a Notification of an Issue is given in accordance with clause 17.3(b), a Dispute is
taken to have arisen. If no Notification is given in accordance with clause 17.3(b) or the
Issue is resolved and written acknowledgement has been exchanged between Sims and the Lender
in accordance with clause 17.3(c), a Dispute will not be taken to have arisen in relation to
any Issue and the provisions of this clause 17.3 will no longer apply. If the provisions of
this clause 17.3 no longer apply as a result of the failure of either Sims or the Lender to
give a Notification, the matter or thing asserted by either Sims or the Lender which gave rise
to the Issue will be disregarded.(e)
    
    If Sims and the Lender do not resolve a Dispute within ten (10) Business Days after the
Notification is given (excluding the date on which the Notification is given) (or such other
period as agreed to in writing between Sims and the Lender) either Sims or the Lender may
submit the Dispute to expert determination.(f)
    
    If the Dispute is to be referred to expert determination under clause 17.3(e):
 (1)
    
    both Sims and the Lender may nominate an independent expert with relevant
expertise in accounting, legal and commercial matters to act as expert and submit
this nomination to the other within the earlier of twelve (12) Business Days after
the Notification is given (excluding the date on which the Notification is given), or
two (2) Business Days following a decision by Sims and the Lender to submit the
Dispute to expert determination (excluding the date on which that decision is
reached) (or such other period as agreed to in writing between Sims and the Lender);
 (2)
    
    if only the Lender or only Sims nominates an expert by the time specified
in, and otherwise in accordance with, clause 17.3(f)(1), the nominated expert will be
taken to have been agreed to by both Sims and the Lender and that expert will be
validly appointed;
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##### 



(3)
    
    if Sims and the Lender do not agree on the appointment of an expert within
three (3) Business Days after both expert nominations have been submitted (excluding
the date on which both nominations have been submitted), the matter will be referred
to the President of the Institute of Chartered Accountants of Australia who will
nominate an expert to determine the Dispute and both Sims and the Lender will accept
this nomination;
 (4)
    
    where Sims is engaged in a dispute with any of its other lenders (which
have adopted a dispute resolution clause in substantially the same form as this
clause 17.3) in relation to the same subject matter as a Dispute or Issue between
Sims and the Lender, the Lender agrees to the common appointment of an expert to
resolve the disputes simultaneously and an expert appointed in these circumstances
can only be appointed if the expert accepts a common appointment;
 (5)
    
    the terms of the experts retainer must provide that in resolving the
Dispute the expert will, to the extent relevant, be subject to the then current ACDC
Guidelines for Expert Determination, and will use all reasonable endeavours to ensure
that if a Dispute relates to a current Calculation Period a decision is reached prior
to the Calculation Date for that Calculation Period;
 (6)
    
    the terms of the experts retainer must provide that the expert must
provide a decision as soon as reasonably practicable and in any event no later than
the five (5) Business Days from the date of referral (excluding the date of referral)
(or such other period as agreed to in writing between Sims and the Lender);
 (7)
    
    the decision of the expert is final and binding on the Lender and the
Transaction Parties except in the case of manifest error; and
 (8)
    
    if, for any reason:
 (A)
    
    an expert is not appointed within
five (5) Business Days of the expert appointment decision being
referred to the President of the Institute of Chartered
Accountants of Australia (excluding the date on which the matter
is referred); or(B)
    
    the appointed expert provides Sims
and the Lender with written confirmation that the expert is unable
to reach a decision in relation to the Dispute,
 the provisions of this clause 17.3 will no longer apply to the Dispute
and each of Sims and the Lender may:
 (C)
    
    commence court proceedings; and/or(D)
    
    pursue any other remedies that are
available to the relevant party,
 in relation to the matter or thing forming the subject matter of the
Dispute.
 (g)
    
    If a Dispute or Issue first arises prior to the end of a Calculation Period and is not
resolved in accordance with this clause 17.3 by the end of that Calculation Period, Sims and
the Lender agree to use reasonable endeavours to resolve the Dispute or Issue as soon as
possible following the relevant Calculation Date and in any event no later than 30 Business
Days following Sims and the Lender first becoming aware of the Issue or
  page 63




---



##### 



Dispute (excluding the date on which both Sims and the Lender first become aware of the
Issue or Dispute) (or such other period as agreed to in writing between Sims and the
Lender).(h)
    
    The Lender agrees that, prior to the resolution of the Dispute or Issue in accordance with
the provisions of this clause 17.3, or the termination of the dispute resolution process as
contemplated by clause 17.3(f)(8), the subject matter of any Dispute or Issue may not be taken
into account in determining whether Sims is in breach of any of the financial undertakings
contained in clause 4.17 of this deed that require EBITDA to be calculated.(i)
    
    Sims must bear the costs of complying with this clause 17.3 and comply with the obligations
under the Transaction Documents during the dispute resolution process contained in this clause
17.3.(j)
    
    In acting under the provisions of this clause 17.3 Sims and the Lender must at all times use
reasonable endeavours to resolve any Dispute or Issue.(k)
    
    Each Transaction Party represents and warrants for the benefit of each Lender that each Other
Bank Document that requires or contemplates adjustments to EBITDA, contains a dispute
resolution clause in substantially the same form as this clause 17.3.17.4
    
    Notices(a)
    
    Any notice or other communication including, any request, demand, consent or approval, to
or by a party to any Transaction Document must be in legible writing and in English addressed
to the party in accordance with its details set out below in respect of any Transaction Party
and in Schedule 1 with respect to a Lender or as specified to the sender by the party by
notice.
 Notices to a Transaction Party:Address:
    
    Level 12, Suite 120265 Berry StreetNorth Sydney NSW 2060Fax no:
    
    +61 2 9956 9101Email address:
    
    frank.moratti@simsmm.comDepartment/officer:
    
    Frank MorattiCompany Secretary
 (b)
    
    If the sender is a company, any such notice or other communication must be signed by an
Authorised Officer of the sender.(c)
    
    Any such notice or other communication is regarded as being given by the sender and received
by the addressee:
 (1)
    
    if by delivery in person, when delivered to the addressee;
 (2)
    
    if by post, on delivery to the addressee; or
 (3)
    
    if by facsimile, when received by the addressee in legible form,but if the delivery or receipt is on a day which is not a Business Day or is
after 4.00pm (addressees time) it is regarded as received at 9.00am on the
following Business Day.
  page 64




---



##### 



(d)
    
    Any such notice or other communication can be relied on by the addressee and the addressee is
not liable to any other person for any consequences of that reliance if the addressee believes
it to be genuine, correct and authorised by the sender.(e)
    
    A facsimile transmission is regarded as legible unless the addressee telephones the sender
within 2 hours after the transmission is received or regarded as received under clause 17.4(c)
and informs the sender that it is not legible.17.5
    
    Governing law and jurisdiction(a)
    
    This deed is governed by the laws of New South Wales.(b)
    
    Each Transaction Party irrevocably submits to the non-exclusive jurisdiction of the courts of
New South Wales.(c)
    
    Each Transaction Party irrevocably waives any objection to the venue of any legal process on
the basis that the process has been brought in an inconvenient forum.(d)
    
    Each Transaction Party irrevocably waives any immunity in respect of its obligations under
this deed that it may acquire from the jurisdiction of any court or any legal process for any
reason including the service of notice, attachment before judgment, attachment in aid of
execution or execution.(e)
    
    Each Transaction Party (other than Sims) irrevocably appoints Sims in relation to proceedings
in New South Wales as its agent to receive service of any legal process on its behalf without
excluding any other means of service permitted by the law of New South Wales and Sims
irrevocably accepts that appointment.17.6
    
    Prohibition and enforceability(a)
    
    Any provision of, or the application of any provision of, any Transaction Document or any
Power which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to
the extent of that prohibition.(b)
    
    Any provision of, or the application of any provision of, any Transaction Document which is
void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or
enforceability of that provision in any other jurisdiction or of the remaining provisions in
that or any other jurisdiction.17.7
    
    Waivers(a)
    
    Waiver of any right arising from a breach of this deed or of any Power arising on default
under this deed or on the occurrence of an Event of Default must be in writing and signed by
the party granting the waiver.(b)
    
    A failure or delay in exercise, or partial exercise, of:
 (1)
    
    a right arising from a breach of this deed or the occurrence of an Event of
Default; or
 (2)
    
    a Power created or arising on default under this deed or on the occurrence
of an Event of Default,
 does not result in a waiver of that right or Power.
  page 65




---



##### 



(c)
    
    A party is not entitled to rely on a delay in the exercise or non-exercise of a right or
Power arising from a breach of this deed or on a default under this deed or on the occurrence
of an Event of Default as constituting a waiver of that right or Power.(d)
    
    A party may not rely on any conduct of another party as a defence to exercise of a right or
Power by that other party.(e)
    
    This clause may not itself be waived except in writing.17.8
    
    VariationA variation of any term of this deed must be in writing and signed by each
Transaction Party and each Lender.17.9
    
    Cumulative rightsThe Powers are cumulative and do not exclude any other right, power, authority,
discretion or remedy of the Lender or Attorney.17.10
    
    Counterparts(a)
    
    This deed may be executed in any number of counterparts.(b)
    
    All counterparts, taken together, constitute one instrument.(c)
    
    A party may execute this deed by signing any counterpart.17.11
    
    AttorneysEach of the attorneys executing this deed states that the attorney has no notice of
the revocation of the power of attorney appointing that attorney.
  page 66




---



##### 



Table of contentsParties
    
    
    68Part 1  Original Borrowers
    
    
    68Part 2  Original Guarantors
    
    
    75Part 3  Original Lenders
    
    
    81Verification certificate
    
    
    83Compliance Certificate
    
    
    86Conditions Precedent
    
    
    88Additional Guarantor or Additional Borrower Accessions Conditions Precedent
    
    
    89
  page 67




---



##### 



Clause 1.2 (Definitions)
  Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderSims Metal Management
Limited
    
    
    69 114 838 630
    
    
    Australia
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.; and2   The Hongkong and Shanghai
Banking Corporation Limited.Sims Group Australia
Holdings Limited
    
    
    37 008 634 526
    
    
    Australia
    
    Not a Borrower under the Transaction Documents with:1
  Bank of America, N.A.; and2   The Hongkong and Shanghai
Banking Corporation Limited.Sims Aluminium Pty Limited
    
    
    93 004 370 905
    
    
    Australia
    
    Not a Borrower under the Transaction Documents with:1   Bank of America, N.A.;2   HSBC Bank Australia Limited;3   HSBC Bank plc;4   HSBC Bank USA,
  page 68




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderNational
Association;5   The Hongkong and Shanghai
Banking Corporation Limited;6   National Australia Bank
Limited; and7    Westpac Banking Corporation.Sims Group UK Limited
    
    3242331
    
    United Kingdom
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.; and2   The Hongkong and Shanghai
Banking Corporation Limited.Sims Group UK Holdings Limited
    
    
    2904307
    
    
    United Kingdom
    
    Not a Borrower under the Transaction Documents with:1   Bank of America, N.A.;2   The Hongkong and Shanghai Banking Corporation Limited.Mirec B.V.
    
    
    17073024
    
    
    The Netherlands
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.; and2   The Hongkong and Shanghai
Banking Corporation Limited.Sims Metal Management Asia Limited (previously known as Sims Asia Holdings Limited)
    
    
    N/A
    
    
    Hong Kong
    
    Not a Borrower under the Transaction Documents with:1   Bank of America, N.A.;2   Commonwealth Bank of Australia;3   National Australia Bank
Limited; and4   Westpac Banking Corporation.
  page 69




---



##### 





Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderSims Recycling Solutions
AB
    
    
    N/A
    
    
    Sweden
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.;2   HSBC Bank Australia Limited;3   HSBC Bank plc;4   HSBC Bank USA, National
Association; and5   The Hongkong and Shanghai
Banking Corporation LimitedSims Group USA Corporation
    
    
    N/A
    
    
    Delaware
    
    A Not a Borrower under the Transaction
Documents with The Hongkong and Shanghai
Banking Corporation Limited.Sims Group Global Trade Corporation
    
    
    N/A
    
    
    Delaware
    
    Not a Borrower under the Transaction Documents with:1   HSBC Bank Australia Limited;2   HSBC Bank USA, National Association; and3   The Hongkong and Shanghai Banking Corporation Limited.North Carolina Resource
Conservation, LLC
    
    
    N/A
    
    
    North Carolina
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.2
  HSBC Bank Australia Limited;3   HSBC Bank plc;4   HSBC Bank USA, National
Association; and5   The Hongkong and Shanghai Banking Corporation Limited.
  page 70




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderSims Group USA Holdings Corporation
    
    
    N/A
    
    
    Delaware
    
    Not a Borrower under the Transaction Documents with:1   HSBC Bank Australia Limited;2   HSBC Bank plc;3   HSBC Bank USA, National Association; and4   The Hongkong and Shanghai Banking Corporation Limited.Schiabo Larovo Corporation
    
    
    N/A
    
    
    Delaware
    
    Not a Borrower under the Transaction
Documents with:1   Bank of America, N.A.;2   HSBC Bank Australia Limited;3   HSBC Bank plc;4   HSBC Bank USA, National Association; and5   The Hongkong and Shanghai Banking Corporation Limited.Simsmetal East LLC
    
    
    N/A
    
    
    Delaware
    
    Not a Borrower under the Transaction
Documents with:1   HSBC Bank Australia Limited;2   HSBC Bank plc;3   HSBC Bank USA, National Association; and4   The Hongkong and Shanghai Banking Corporation Limited.N/ASimsmetal West LLC
    
    
    N/A
    
    
    Delaware
    
    Not a Borrower under the Transaction
Documents with:1   HSBC Bank Australia Limited;2   HSBC Bank plc;3   HSBC Bank USA,
National Association; and4   The Hongkong and
Shanghai Banking
Corporation Limited.N/A
  page 71




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are Borrowers under the Transaction Documents of each Original LenderMetal Management, Inc.
    
    N/A
    
    Delaware
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
Alabama, Inc.
    
    N/A
    
    Delaware
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
Arizona, L.L.C.
    
    N/A
    
    Arizona
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.SMM New England
Corporation (formerly
known as Metal
Management
Connecticut, Inc.)
    
    N/A
    
    Delaware
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
Memphis, L.L.C.
    
    N/A
    
    Tennessee
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
Midwest, Inc.
    
    N/A
    
    Illinois
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management Mississippi, Inc.
    
    N/A
    
    Delaware
    
    Not a Borrower under the Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.
  page 72




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are Borrowers under the Transaction Documents of each Original LenderMetal Management
Northeast, Inc.
    
    N/A
    
    New Jersey
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
Ohio, Inc.
    
    N/A
    
    Ohio
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Management
West, Inc.
    
    N/A
    
    Colorado
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Proler Southwest LP
    
    N/A
    
    Texas
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Metal Dynamics
Detroit LLC
    
    N/A
    
    Delaware
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Sims Recycling
Solutions Holdings
Inc. (formerly known
as Sims Recycling
Solutions, Inc.)
    
    N/A
    
    Illinois
    
    Not a Borrower under the
Transaction Documents with
The Hongkong and Shanghai
Banking Corporation
Limited.Sims Recycling
Solutions, Inc.
(formerly known as
United Refining &
Smelting Co)
    
    N/A
    
    Illinois
    
    Not a Borrower under the
Transaction Documents
with:
1   Bank of America,
N.A.; and
2   The Hongkong and
Shanghai Banking
Corporation Limited.HNE Recycling LLC
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.HNW Recycling LLC
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.
  page 73




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##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderMM Metal Dynamics
Holdings, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.SMM  North America
Trade Corporation
(formerly known as
Metal Management S&A
Holdings, Inc.)
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Management West
Coast Holdings, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Management
Proler Southwest,
Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Proler Southwest GP,
Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Naporano Iron &
Metal, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Management New
Haven, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.CIM Trucking, Inc.
    
    N/A
    
    Illinois
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Management
Indiana, Inc.
    
    N/A
    
    Illinois
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Management
Pittsburgh, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.New York Recycling
Ventures, Inc.
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.
  page 74




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##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation / registration / organisation
    
    Unless otherwise indicated below, all Original Borrowers are
Borrowers under the Transaction Documents of each Original LenderReserve Iron & Metal
Limited Partnership
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Metal Dynamics LLC
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.TH Properties LLC
(formerly known as
Metal Dynamics
Indianapolis LLC)
    
    N/A
    
    Delaware
    
    Only a Borrower under the
Transaction Documents with
Bank of America, N.A.Sims M+R GmbH
    
    N/A
    
    Germany
    
    Only a Borrower under the
Transaction Documents
with:1   HSBC Bank
Australia Limited;2   HSBC Bank plc;
and3   HSBC Bank USA,
National Association.Sims Group German
Holdings GmbH
    
    N/A
    
    Germany
    
    Only a Borrower under the
Transaction Documents
with:1   HSBC Bank
Australia Limited;2   HSBC Bank plc;
and3   HSBC Bank USA,
National Association.
  Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsSims Group Australia Holdings Limited
    
    
    37 008 634 526
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.
  page 75




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsSims Metal Management
Limited
    
    
    69 114 838 630
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Simsmetal Holdings Pty
Limited
    
    
    97 000 021 563
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Simsmetal Services Pty
Limited
    
    
    76 000 166 987
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Simsmetal Properties NSW
Pty Limited (formerly
known as Sims
Manufacturing Pty
Limited)
    
    
    13 004 332 870
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Sims Industrial Pty
Limited
    
    
    95 000 090 479
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Simsmetal Properties QLD
Pty Limited (formerly
known as Sims Energy Pty
Limited)
    
    
    42 009 667 752
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Sims Aluminium Pty Limited
    
    
    93 004 370 905
    
    
    Australia
    
    Guarantor in respect of each
Original Lender.Sims Group UK Limited
    
    
    3242331
    
    
    United Kingdom
    
    Guarantor in respect of each
Original Lender.Sims Group UK Holdings
Limited
    
    
    2904307
    
    
    United Kingdom
    
    Guarantor in respect of each
Original Lender.Mirec B.V.
    
    
    17073024
    
    
    The Netherlands
    
    Guarantor in respect of each
Original Lender.Sims Recycling Solutions
AB
    
    
    N/A
    
    
    Sweden
    
    Guarantor in respect of each
Original Lender.Simsmetal Industries
Limited
    
    
    N/A
    
    
    New Zealand
    
    Guarantor in respect of each
Original Lender.Sims M+R GmbH
    
    
    N/A
    
    
    Germany
    
    Guarantor in respect of each Original Lender.
  page 76




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsSims Group German
Holdings GmbH
    
    
    N/A
    
    
    Germany
    
    Guarantor in respect of each
Original Lender.Sims Metal Management
Asia Limited (previously
known as Sims Asia
Holdings Limited)
    
    
    N/A
    
    
    Hong Kong
    
    Guarantor in respect of each
Original Lender.Sims Group Recycling
Solutions Canada Ltd.
    
    
    N/A
    
    
    Canada
    
    Guarantor in respect of each
Original Lender.Sims Group Canada
Holdings Limited
    
    
    N/A
    
    
    Canada
    
    Guarantor in respect of each
Original Lender.Sims Group USA Corporation
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.Sims Group Global Trade
Corporation
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.North Carolina Resource
Conservation, LLC
    
    
    N/A
    
    
    North Carolina
    
    Guarantor in respect of each
Original Lender.Sims Group USA Holdings
Corporation
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.SHN Co., LLC
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.HNE Recycling LLC
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.HNW Recycling LLC
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.Schiabo Larovo Corporation
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.Simsmetal East LLC
    
    
    N/A
    
    
    Delaware
    
    Guarantor in respect of each
Original Lender.Simsmetal East LLC
        
    N/A
        
    Delaware
    
    Guarantor in respect of each Original Lender.Simsmetal West LLC
        
    N/A    
    
    Delaware
    
    Guarantor in respect of
each Original Lender.
  page 77




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsSims Recycling
Solutions Holdings
Inc. (formerly Sims
Recycling
Solutions, Inc.)
    
    N/A
    
    Illinois
    
    Guarantor in respect of
each Original Lender.Sims Recycling
Solutions, Inc.
(formerly United
Refining & Smelting
Co)
    
    N/A
    
    Illinois
    
    Guarantor in respect of
each Original Lender.Metal Management,
Inc.
    
    N/A
    
    Delaware
    
    Guarantor in respect of
each Original Lender.CIM Trucking, Inc.
    
    N/A
    
    Illinois
    
    Guarantor in respect of
each Original Lender.Metal Management
Alabama, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in respect of
each Original Lender.Metal Management
Arizona, L.L.C.
    
    N/A
    
    Arizona
    
    Guarantor in respect of
each Original Lender.SMM New England
Corporation
(formerly known as
Metal Management
Connecticut, Inc.)
    
    N/A
    
    Delaware
    
    Guarantor in respect of
each Original Lender.Metal Management
Indiana, Inc.
    
    N/A
    
    Illinois
    
    Guarantor in respect of
each Original Lender.Metal Management
Memphis, L.L.C.
    
    N/A
    
    Tennessee
    
    Guarantor in respect of
each Original Lender.Metal Management
Midwest, Inc.
    
    N/A
    
    Illinois
    
    Guarantor in respect of
each Original Lender.
  page 78




---



##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsMetal Management
Mississippi, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
New Haven, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
Northeast, Inc.
    
    N/A
    
    New Jersey
    
    Guarantor in
respect of each
Original Lender.Metal Management
Ohio, Inc.
    
    N/A
    
    Ohio
    
    Guarantor in
respect of each
Original Lender.Metal Management
Pittsburgh, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
Proler Southwest,
Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.SMM  North America
Trade Corporation
(formerly known as
Metal Management
S&A Holdings, Inc.)
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
West Coast
Holdings, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
West, Inc.
    
    N/A
    
    Colorado
    
    Guarantor in
respect of each
Original Lender.MM Metal Dynamics
Holdings, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Naporano Iron &
Metal, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.New York Recycling
Ventures, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.
  page 79




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##### 



Name
    
    ABN/ACN/ARBN
    
    Jurisdiction of incorporation/registration
    
    Unless otherwise indicated below, all Original Guarantors are Guarantors in respect of each Original Lenders Transaction DocumentsProler Southwest
GP, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Proler Southwest LP
    
    N/A
    
    Texas
    
    Guarantor in
respect of each
Original Lender.Reserve Iron &
Metal Limited
Partnership
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Dynamics LLC
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Dynamics
Detroit LLC
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.TH Properties LLC
(formerly known as
Metal Dynamics
Indianapolis LLC)
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Sims Municipal
Recycling of New
York LLC
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Port Albany
Ventures LLC
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.Metal Management
Aerospace, Inc.
    
    N/A
    
    Delaware
    
    Guarantor in
respect of each
Original Lender.
  page 80




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##### 



Name
    
    Registered number
    
    Address and service detailsBank of America, N.A.
    
    N/A
    
    Address:800 5th
Avenue  FL 36, Seattle, WA
98104, United States of
AmericaAttention:Tim HolsappleFacsimile:+1 206 358 3971Commonwealth Bank of
Australia
    
    ABN 48 123 123 124
    
    Address:201 Sussex Street,
Darling Park Tower 1,
Sydney, New South Wales
2000, AustraliaAttention:Senior Vice
President, Institutional
Banking & Markets.Facsimile:61 2 9118 4003HSBC Bank Australia
Limited
    
    ABN 48 006 434 162
    
    Address:Level 31, 580 George Street Sydney New South Wales 2000, AustraliaAttention:Greg DaveyFacsimile:+61 2 9006 5777HSBC Bank plc
    
    14259
    
    Address: City Corporate Banking Centre, 60 Queen Victoria Street, London, EC4N 4TRAttention: Simon AdcockFacsimile: +44 8455 878676HSBC Bank USA,
National Association
    
    N/A
    
    Address: 452 Fifth Avenue,
New York, New York 10018 USAAttention: Randolph CatesFacsimile: +1 212 525 5257The Hongkong and Shanghai Banking Corporation Limited
    
    ABN 65 117 925 970
    
    Address: Level 10, 1 Queens Road, Central Hong KongAttention: Jaron CampbellFacsimile: +852 2840 0457
  page 81




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##### 



Name
    
    Registered number
    
    Address and service detailsNational Australia
Bank Limited
    
    ABN 12 004 044 937
    
    Address: Level 24 255 George Street Sydney NSW 2000 AustraliaAttention: +61 2 9237 1888Facsimile: Director, IndustrialsWestpac Banking
Corporation
    
    ABN 33 007 457 141
    
    Address: Level 3, 275 Kent Street Sydney NSW 2000 AustraliaAttention: Jeroen NanningaFacsimile: +61 2 8254 8999
  page 82




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##### 



Verification certificate
 [To be signed by a director of the relevant company, or in the case of a corporation
or entity incorporated or organised under the laws of a state of the United States of
America, by an officer of that entity.]
 To: [                    ] (Lender)
 Verification Certificate
 I refer to the Common Terms Deed dated [          ](Common Terms Deed) between Sims
Metal Management Limited (as Sims), each party listed in Part 1 of Schedule 1 of that deed
as Original Borrowers, each party listed in Part 2 of Schedule 1 of that deed as Original
Guarantors and the persons listed in Part 3 of Schedule 1 of that deed as Original
Lenders.
 Capitalised terms in this certificate have the meaning given in the Common Terms Deed
unless otherwise defined herein.I am a director of [insert company name] (the Company).I hereby certify that:
  Attached are true, complete and up-to-date copies (or, where specified below,
originals) of the following and there have been no amendments or variations since the date
of the copy or original:
 (a)
    
    power of attorney: A power of attorney under which the Company executed the Transaction
Documents of the Lender to which it is or will be a party, and, if required by the Lender,
evidence of its stamping and registration.
 (b)
    
    extract of board minutes: Extracts of minutes of meeting of directors of the Company which
evidences the resolutions:
 (1)
    
    authorising the execution and delivery of and observance of obligations
under the Transaction Documents of the Lender to which it is or will be a party;
 (2)
    
    authorising the appointment of Authorised Officers of the Company; and
 (3)
    
    explaining why the directors believe it is in the best interests of the
Company
 together with any other document which evidences any other necessary corporate or other
action of the Company in connection with the Transaction Documents of the Lender to which
it is or will be a party;
 (c)
    
    extract of Shareholder Minutes: [Extracts of minutes of a meeting of all members of the
Company which evidences the unanimous resolutions of those shareholders authorising
  page 83




---



##### 



execution
and delivery of and observance of obligations under the Transaction Documents of the Lender to
which it is a party;] [to be inserted where shareholder resolutions are required to authorise
the Companys execution and performance of the Transaction Documents]
 (d)
    
    certificate of incorporation and constituent documents: This Verification Certificate
attaches a copy of the certificate of incorporation and constituent documents for the Company
[or an original certificate signed by a director of the Company confirming that there are no
constituent documents], including, in the case of each Guarantor other than Sims which is
incorporated in Australia evidence that the constitution incorporates a provision which
expressly authorises the directors of each such corporation to act in the best interests of
its holding company;
 (e)
    
    Authorisations: All Authorisations (if any) necessary for the Company to execute and observe
obligations under and enforce the Transaction Documents of the Lender;
 (f)
    
    specimen signatures: Specimen signatures of each Authorised Officer of the Company; and
 (g)
    
    [certificate of good standing: A certificate from the Secretary of State of the State of
incorporation or organisation of any United States of America incorporated or organised
Company, certifying the Companys good standing in that State.][In the case of each
Transaction Party incorporated or organised in a State of the United States]
  I confirm:
 (a)
    
    that borrowing or guaranteeing or securing, as appropriate, the commitments under all
Transaction Documents of the Lender, would not cause any borrowing, guarantee, security or
similar limit binding on the Company to be exceeded;
 (b)
    
    that the Company is solvent and able to pay its debts as and when they fall due [delete in
the case of a Company incorporated or organised under the laws of a state of the United States
of America];
 (c)
    
    that the representations and warranties set out in clause 3 (Representations and Warranties)
of the Common Terms Deed are true and correct;
 (d)
    
    the Company is not prevented by Chapter 2E or any other provision of the Corporations Act (or
similar laws under the laws of any other jurisdiction which may be applicable to it) from
entering into and performing any of the Transaction Documents of the Lender to which it is a
party or the giving of effect to the transactions contemplated by them;
 (e)
    
    that Chapter 2J.3 of the Corporations Act (or similar laws under the laws of any other
jurisdiction which may be applicable to it) has not been and will not be breached by the
Company entering into the Transaction Documents of the Lender to which it is a party or the
giving of effect to the transactions contemplated by them; and
 (f)
    
    that the entry by the Company into the Transaction Documents of the Lender to which it is a
party and the giving of effect to the transactions contemplated by them is in its best
interests and for the purposes of its business.
  page 84




---



##### 



datesign here►Authorised Officerprint name
  page 85




---



##### 



Compliance Certificate
 Clause 4.1(c)
 To: [                    ] (Lender)
 Compliance Certificate
 We refer to the Common Terms Deed dated [          ](Common Terms Deed) between Sims
Metal Management Limited (as Sims), each party listed in Part 1 of Schedule 1 of that deed
as Original Borrowers, each party listed in Part 2 of Schedule 1 of that deed as Original
Guarantors and the persons listed in Part 3 of Schedule 1 of that deed as Original
Lenders.
 Capitalised terms in this certificate have the meaning given in the Common Terms Deed
unless otherwise defined herein.
 For the Calculation Period ended on [Insert Calculation Date](Calculation Date):
 (a)
    
    the ratio of Financial Indebtedness of the Sims Group to EBITDA for the Calculation Period
ending on that Calculation Date is not greater than 3.0:1;
 (b)
    
    the ratio of EBITDA to Net Interest Expense for the Calculation Period ending on that
Calculation Date is not less than 3.5:1,
 (c)
    
    Tangible Net Worth on that Calculation Date is not less than A$1,500,000,000
 as is evidenced by the attached supporting calculations.
 The Guarantors (excluding any German Guarantors):
 (a)
    
    at all times owned, in aggregate, at least 80% of the Total Tangible Assets of the Sims
Group; and
 (b)
    
    generate at least 80% of the EBITDA for the Calculation Period ending on the Calculation
Date,
 as is evidenced by the attached supporting calculations except [insert details of any
circumstances relevant to clause 4.18(b)including the dates by which subsidiaries will
become additional guarantors as required].
 Each Subsidiary that owned at least 5% of Total Tangible Assets at any time in the
Calculation Period or generated at least 5% of EBITDA for the Calculation Period ending on
the Calculation Date, is a Guarantor (except [insert details of any circumstances relevant
to clause 4.18(b)including the dates by which subsidiaries will become additional
guarantors as required]), as is evidenced by the attached supporting calculations.
  page 86




---



##### 



Since the date of the last Compliance Certificate no condition or event that constitutes a
Default or Review Event has occurred or is subsisting, except [insert details].
 The representations and warranties in the Common Terms Deed are true and correct as though
they have been made at the date of this certificate in respect of the facts and
circumstances then subsisting, except [insert details].
 For and on behalf of
 Sims Metal Management Limited
 ABN 69 114 838 630
 datesign here►Directorprint namesign here►Director / Secretaryprint name
  page 87




---



##### 



Conditions Precedent
 (a)
    
    Verification certificate: a verification certificate in the form of Schedule 2 of this
deed given in respect of each Transaction Party and dated no more than 5 days before the date
of this agreement;
 (b)
    
    Transaction Documents: originals of each Transaction Document which relates to the execution
of this deed and the amendment of the Facility Agreement, duly executed by all parties to them
other than the Original Lender and, where applicable:
 (1)
    
    duly stamped or, if not duly stamped, evidence satisfactory to the Original
Lender that they will be duly stamped; and
 (2)
    
    in registrable form together with all executed documents necessary to
register them;
 (c)
    
    enquiries: results of searches, enquiries and requisitions in respect of each Transaction
Party;
 (d)
    
    opinions: an opinion in favour of the Original Lenders:
 (1)
    
    from Freehills in respect of each Transaction Party incorporated in
Australia and due execution of, and enforceability against, each Transaction Party
incorporated in Australia of this deed;
 (2)
    
    in respect of each Transaction Party incorporated or organised outside
Australia, from counsel for the Borrowers (who are acceptable to the Original
Lenders) in the jurisdiction of incorporation or organisation of that Transaction
Party, in respect of that Transaction Party and due execution of, and enforceability
against, that Transaction Party of this deed and the Facility Agreement, and
otherwise substantially in the form previously provided to the Original Lender;
 (e)
    
    KYC & AML: if required, each document or other information necessary in the opinion of the
Original Lender to enable that Original Lender to do any know your customer checks or
anti-money laundering checks;
 (f)
    
    structure diagram: a complete diagram showing the structure and ownership arrangements of the
Sims Group; and
 (g)
    
    US solvency certificate: with respect to each Transaction Party incorporated or organised
under the laws of a state of the United States of America only, a certificate signed by an
officer of that Transaction Party stating that it is solvent and able to pay its debts as and
when they fall due.
  page 88




---



##### 



Additional Guarantor or Additional Borrower Accessions Conditions Precedent
 Clause 14
 (a)
    
    An Accession Deed duly executed by the Additional Guarantor or Additional Borrower (as the
case may be);
 (b)
    
    A Verification certificate in the form of Schedule 2 (or in the case of an Additional
Guarantor or Additional Guarantor incorporated outside Australia, such other form as the
Lender may require) in respect of the Additional Guarantor or Additional Borrower (as the case
may be) together with each attachment referred to in it;
 (c)
    
    Duly executed forms, notices and other documents which are required in order to register or
file with the appropriate Government Agency any document referred to in this Schedule 5; and(d)
    
    Such evidence and information, including legal opinions, in relation to the execution of the
documents referred to in this Schedule 5 as the Lender reasonably requires.
  page 89




---



##### 



Executed as a deed
 BorrowerSigned sealed and delivered bySims Metal Management Limited
bysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Daniel W. DienstDirectorprint name
    
    Daniel W. DienstBorrowerSigned sealed and delivered bySims Group Australia Holdings Limited
bysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney Shields
  page 90




---



##### 



BorrowerSigned sealed and delivered bySims Aluminium Pty Limited
bysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney ShieldsBorrowerSigned sealed and delivered bySims Group UK Limited
bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham Davy
  page 91




---



##### 



BorrowerSigned sealed and delivered bySims Group UK Holdings Limited
bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham DavyBorrowerSigned sealed and delivered byMirec B.V.
bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
  page 92




---



##### 



BorrowerThe common seal ofSims Metal Management Asia Limited
(previously known as Sims Asia Holdings Limited)
Was affixed to this Deed in the presence ofsign here►
    
    /s/ Frank Martin MorattiOfficerprint name
    
    Frank Martin Morattiin the presence ofsign here►
    
    /s/ Peter RickettsWitnessprint name
    
    Peter RickettsBorrowerSigned sealed and delivered bySims Recycling Solutions AB
bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
  page 93




---



##### 



BorrowerSigned sealed and delivered forSims Group USA Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtBorrowerSigned sealed and delivered forSims Group Global Trade Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 94




---



##### 



BorrowerSigned sealed and delivered forNorth Carolina Resource Conservation, LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtBorrowerSigned sealed and delivered forSims Group USA Holdings Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 95




---



##### 



BorrowerSigned sealed and delivered forSchiabo Larovo Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtBorrowerSigned sealed and delivered forSimsmetal East LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 96




---



##### 



BorrowerSigned sealed and delivered forSimsmetal West LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtBorrowerSigned sealed and delivered forMetal Management, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 97




---



##### 



BorrowerSigned sealed and delivered forMetal Management Alabama, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management Arizona, L.L.C.
by its officersign here►
    
    /s/ L. Steven ShinnOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    L. Steven Shinnin the presence ofsign here►
    
    /s/ Evelyn PaneaquiWitnessprint name
    
    Evelyn Paneaqui
  page 98




---



##### 



BorrowerSigned sealed and delivered forSMM New England Corporation (formerly knownas Metal
Management Connecticut, Inc.)
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management Memphis, L.L.C.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 99




---



##### 



BorrowerSigned sealed and delivered forMetal Management Midwest, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management Mississippi, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 100




---



##### 



BorrowerSigned sealed and delivered forMetal Management Northeast, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management Ohio, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 101




---



##### 



BorrowerSigned sealed and delivered forMetal Management West, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forProler Southwest LP
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 102




---



##### 



BorrowerSigned sealed and delivered forMetal Dynamics Detroit LLC
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forSims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)
by its officersign here►
    
    /s/ Darrell StoecklinOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Darrell Stoecklinin the presence ofsign here►
    
    /s/ Jeanne GrimmerWitnessprint name
    
    Jeanne Grimmer
  page 103




---



##### 



BorrowerSigned sealed and delivered forSims Recycling Solutions, Inc. 
(formerly United Refining & Smelting Co)
by its officersign here►
    
    /s/ Darrell StoecklinOfficerBy executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deedprint name
    
    Darrell Stoecklinin the presence ofsign here►
    
    /s/ Jeanne GrimmerWitnessprint name
    
    Jeanne GrimmerBorrowerSigned sealed and delivered forHNE Recycling LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 104




---



##### 



BorrowerSigned sealed and delivered forHNW Recycling LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian s. BrandtWitnessprint name
    
    Brian S. BrandtBorrowerSigned sealed and delivered forMM Metal Dynamics Holdings, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 105




---



##### 



BorrowerSigned sealed and delivered forSMM  North America Trade Corporation (formerly known
as Metal Management S&A Holdings, Inc.)
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management West Coast Holdings, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 106




---



##### 



BorrowerSigned sealed and delivered forMetal Management Proler Southwest, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forProler Southwest GP, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 107




---



##### 



BorrowerSigned sealed and delivered forNaporano Iron & Metal, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management New Haven, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 108




---



##### 



BorrowerSigned sealed and delivered forCIM Trucking, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Management Indiana, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 109




---



##### 



BorrowerSigned sealed and delivered forMetal Management Pittsburgh, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forNew York Recycling Ventures, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 110




---



##### 



BorrowerSigned sealed and delivered forReserve Iron & Metal Limited Partnershipby its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsBorrowerSigned sealed and delivered forMetal Dynamics LLCby its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 111




---



##### 



BorrowerSigned sealed and delivered forTH Properties LLC (formerly known as Metal Dynamics Indianapolis LLC)by its member: Metal Dynamics LLCsign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 112




---



##### 



BorrowerSigned sealed and delivered forSims M+R GmbHby its officerssign here►
    
    /s/ Martin CoombsOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Marc FallerWitnessprint name
    
    Marc Faller
  page 113




---



##### 



BorrowerSigned sealed and delivered forSims Group German Holdings GmbHby its officerssign here►
    
    /s/ Martin CoombsOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Marc FallerWitnessprint name
    
    Marc Faller
  page 114




---



##### 



GuarantorSigned sealed and delivered bySims Group Australia Holdings Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney ShieldsGuarantorSigned sealed and delivered bySims Metal Management Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Daniel W. DienstDirectorprint name
    
    Daniel W. Dienst
  page 115




---



##### 



GuarantorSigned sealed and delivered bySimsmetal Holdings Pty Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney ShieldsGuarantorSigned sealed and delivered bySimsmetal Services Pty Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney Shields
  page 116




---



##### 



GuarantorSigned sealed and delivered bySimsmetal Properties NSW Pty Limited (formerly known
as Sims Manufacturing Pty Limited)bysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney ShieldsGuarantorSigned sealed and delivered bySims Industrial Pty Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney Shields
  page 117




---



##### 



GuarantorSigned sealed and delivered bySimsmetal Properties QLD Pty Limited (formerly known
as Sims Energy Pty Limited)bysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney ShieldsGuarantorSigned sealed and delivered bySims Aluminium Pty Limitedbysign here►
    
    /s/ Frank MorattiCompany Secretary/Directorprint name
    
    Frank Morattisign here►
    
    /s/ Rodney ShieldsDirectorprint name
    
    Rodney Shields
  page 118




---



##### 



GuarantorSigned sealed and delivered bySims Group UK Limitedbysign here►
    
    /s/ Graham DavyCompany Secretary/Directorprint name
    
    Graham Davysign here►
    
    /s/ Martin CoombsDirectorprint name
    
    Martin CoombsGuarantorSigned sealed and delivered bySims Group UK Holdings Limitedbysign here►
    
    /s/ Graham DavyCompany Secretary/Directorprint name
    
    Graham Davysign here►
    
    /s/ Martin CoombsDirectorprint name
    
    Martin Coombs
  page 119




---



##### 



GuarantorSigned sealed and delivered byMirec B.V.bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
  page 120




---



##### 



GuarantorSigned sealed and delivered bySims Recycling Solutions AB
bysign here►
    
    /s/ Martin CoombsCompany Secretary/Directorprint name
    
    Martin Coombssign here►
    
    /s/ Graham DavyDirectorprint name
    
    Graham Davyin the presence ofsign here►
    
    /s/ Jon GodfreyWitnessprint name
    
    Jon Godfrey
 GuarantorSigned sealed and delivered forSimsmetal Industries Limited
by its directorssign here►
    
    /s/ Frank Moratti
    
    
    
    /s/ Darron McGreeDirector
    
    
    
    Directorprint name
    
    Frank Moratti
    
    
    
    Darron McGreein the presence ofsign here►
    
    /s/ Peter Ricketts
    
    
    
    /s/ Sally ClarkeWitnessprint name
    
    Peter Ricketts
    
    
    
    Sally Clarke
  page 121




---



##### 



GuarantorSigned sealed and delivered forSims M+R GmbH
by its officersign here►
    
    /s/ Marc AffiepperOfficer
    
    
    
    OfficerBy executing this deed
the signatory states
that the signatory has
received no notice of
revocation of the
authority under which
the signatory signs this
deed
    
    
    
    By executing this deed
the signatory states
that the signatory has
received no notice of
revocation of the
authority under which
the signatory signs
this deedprint name
    
    Marc Affiepperin the presence ofsign here►
    
    /s/ Andrea ZarseWitnessprint name
    
    Andrea ZarseGuarantorSigned sealed and delivered forSims Group German Holdings GmbH
by its officersign here►
    
    /s/ Roose FallesOfficer
    
    
    
    OfficerBy executing this deed
the signatory states
that the signatory has
received no notice of
revocation of the
authority under which
the signatory signs
this deed
    
    
    
    By executing this deed
the signatory states
that the signatory has
received no notice of
revocation of the
authority under which
the signatory signs
this deedprint name
    
    Roose Fallesin the presence ofsign here►
    
    /s/ Tomas KrejciWitnessprint name
    
    Tomas Krejci
  page 122




---



##### 



GuarantorThe common seal ofSims Metal Management Asia Limited

(previously known as Sims Asia Holdings Limited)
was affixed to this Deed in the presence ofsign here►
    
    /s/ Frank Martin Morattiprint name
    
    Frank Martin Morattisign here►
    
    /s/ Peter Rickettsprint name
    
    Peter RickettsGuarantorSigned sealed and delivered forSims Group Recycling Solutions Canada Ltd.
by its officersign here►
    
    /s/ Darrell StoecklinOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Darrell Stoecklinprint titlein the presence ofsign here►
    
    /s/ Jeanne GrimmerWitnessprint name
    
    Jeanne Grimmer
  page 123




---



##### 



GuarantorSigned sealed and delivered forSims Group Canada Holdings Limited
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgeprint title
    
    Director, CFOin the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 124




---



##### 



GuarantorSigned sealed and delivered forSims Group USA Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forSims Group Global Trade Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 125




---



##### 



GuarantorSigned sealed and delivered forNorth Carolina Resource Conservation, LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forSims Group USA Holdings Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 126




---



##### 



GuarantorSigned sealed and delivered forSHN Co., LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forHNE Recycling LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 127




---



##### 



GuarantorSigned sealed and delivered forHNW Recycling LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forSchiabo Larovo Corporation
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 128




---



##### 



GuarantorSigned sealed and delivered forSimsmetal East LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forSimsmetal West LLC
by its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. Brandt
  page 129




---



##### 



GuarantorSigned sealed and delivered forSims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)
by its officersign here►
    
    /s/ Darrell StoecklinOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Darrell Stoecklinsign here►
    
    in the presence of/s/ Jeanne Grimmer
Witnessprint name
  page 130




---



##### 



GuarantorSigned sealed and delivered forSims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)
by its officersign here►
    
    /s/ Darrell StoecklinOfficerBy executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deedprint name
    
    Darrell Stoecklinsign here►
    
    in the presence of/s/ Jeanne Grimmer
Witnessprint nameGuarantorSigned sealed and delivered forMetal Management, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 131




---



##### 



GuarantorSigned sealed and delivered forCIM Trucking, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Management Alabama, Inc.
by its officersign here►
    
    /s/ L. Steven ShinnOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    L. Steven Shinnin the presence ofsign here►
    
    /s/ Evelyn PanlaquiWitnessprint name
    
    Evelyn Panlaqui
  page 132




---



##### 



GuarantorSigned sealed and delivered forMetal Management Arizona, L.L.C.
by its officersign here►
    
    /s/ L. Steven ShinnOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    L. Steven Shinnin the presence ofsign here►
    
    /s/ Evelyn PanlaquiWitnessprint name
    
    Evelyn PanlaquiGuarantorSigned sealed and delivered forSMM New England Corporation (formerly
 known as Metal
Management Connecticut, Inc.)
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 133




---



##### 



GuarantorSigned sealed and delivered forMetal Management Indiana, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Management Memphis, L.L.C.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 134




---



##### 



GuarantorSigned sealed and delivered forMetal Management Midwest, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Management Mississippi, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 135




---



##### 



GuarantorSigned sealed and delivered forMetal Management New Haven, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Management Northeast, Inc.
by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 136




---



##### 



GuarantorSigned sealed and delivered forMetal Management Ohio, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
 GuarantorSigned sealed and delivered forMetal Management Pittsburgh, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larry

in the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 137




---



##### 



GuarntorSigned sealed and delivered forMetal Management Proler Southwest, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larry


in the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forSMM  North America Trade Corporation (formerly known
as Metal Management S&A Holdings, Inc.)
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larry


in the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
  page 138




---



##### 



GuarantorSigned sealed and delivered forMetal Management West Coast Holdings, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Management West, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
  page 139




---



##### 



GuarantorSigned sealed and delivered forMM Metal Dynamics Holdings, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larry

in the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forNaporano Iron & Metal, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 140




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##### 



GuarantorSigned sealed and delivered forNew York Recycling Ventures, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forProler Southwest GP, Inc.
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
  page 141




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##### 



GuarantorSigned sealed and delivered forProler Southwest LP
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forReserve Iron & Metal Limited Partnership
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
  page 142




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##### 



GuarantorSigned sealed and delivered forMetal Dynamics LLC
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin CoombsGuarantorSigned sealed and delivered forMetal Dynamics Detroit LLC
by its officersign here►
    
    /s/ Robert C. Larry

OfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin Coombs

Witnessprint name
    
    Martin Coombs
  page 143




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##### 



GuarantorSigned sealed and delivered forTH Properties LLC (formerly known as Metal Dynamics Indianapolis LLC)by its member: Metal Dynamics LLCsign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 144




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##### 



GuarantorSigned sealed and delivered forSims Municipal Recycling of New York LLCby its officersign here►
    
    /s/ Myles PartridgeOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Myles Partridgein the presence ofsign here►
    
    /s/ Brian S. BrandtWitnessprint name
    
    Brian S. BrandtGuarantorSigned sealed and delivered forPort Albany Ventures LLCby its officersign here►
    
    /s/ Michael R. HendersonOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Michael R. Hendersonin the presence ofsign here►
    
    /s/ Iveth C. SintiWitnessprint name
    
    Iveth C. Sinti
  page 145




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GuarantorSigned sealed and delivered forMetal Management Aerospace, Inc.by its officersign here►
    
    /s/ Robert C. LarryOfficerBy executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deedprint name
    
    Robert C. Larryin the presence ofsign here►
    
    /s/ Martin CoombsWitnessprint name
    
    Martin Coombs
  page 146




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Original LenderExecuted byBank of America, N.A.by its duly Authorised Officer in the presence of:sign here►
    
    /s/ Timothy G. HolsappleAuthorised Officerprint name
    
    Timothy G. Holsappleprint title
    
    Senior Vice Presidentin the presence ofsign here►
    
    /s/ Heidi E. GreenWitnessprint name
    
    Heidi E. GreenOriginal LenderSigned sealed and delivered forCommonwealth Bank of Australiaby its attorneysign here►
    
    /s/ Penelope BishopAttorneyprint name
    
    Penelope Bishopin the presence ofsign here►
    
    /s/ Katherine MorrisonWitnessprint name
    
    Katherine Morrison
  page 147




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##### 



Original LenderSigned sealed and delivered forHSBC Bank Australia Limitedby its attorneysign here►
    
    /s/ Noel McNamaraAttorneyprint name
    
    Noel McNamarain the presence ofsign here►
    
    /s/ Nadine BeinatWitnessprint name
    
    Nadine BeinatOriginal LenderSigned sealed and delivered forHSBC Bank plcby its attorneysign here►
    
    /s/ M. HodgesAttorneyprint name
    
    M. Hodgesin the presence ofsign here►
    
    /s/ S.R. AdcockWitnessprint name
    
    S.R. Adcock
  page 148




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##### 



Original LenderSigned sealed and delivered forHSBC Bank USA, National Associationby its authorised signatorysign here►
    
    /s/ Randolph CatesAuthorised signatoryprint name
    
    Randolph Catesin the presence ofsign here►
    
    /s/ Katherine HansellWitnessprint name
    
    Katherine HansellOriginal LenderSigned sealed and delivered forThe Hongkong and Shanghai Banking Corporation Limitedby its attorneysign here►
    
    /s/ Albert Chan Leung ChoiAttorneyprint name
    
    Albert Chan Leung Choiin the presence ofsign here►
    
    /s/ Aline AyotteWitnessprint name
    
    Aline Ayotte
  page 149




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##### 



Original LenderSigned sealed and delivered forNational Australia Bank Limitedby its attorneysign here►
    
    /s/ Steven RussellAttorneyprint name
    
    Steven Russellin the presence ofsign here►
    
    /s/ Cosimino Attillo PireddaWitnessprint name
    
    Cosimino Attillo PireddaOriginal LenderSigned sealed and delivered forWestpac Banking Corporationby its attorneysign here►
    
    /s/ Jeroen NanningaAttorneyprint name
    
    Jeroen Nanningain the presence ofsign here►
    
    /s/ Tim SheatherWitnessprint name
    
    Tim Sheather
  page 150




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##### 



Accession Deed  Additional Guarantors and Additional Borrowers
 Accession Deed  New Lenders
  page 1




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##### 



Clauses 1.2 (Definitions) and 14 (New Lenders and Additional Transaction Parties)
  This deed is made bySims
    
    Sims Metal Management Limited
ACN 114 838 630 of Sir Joseph Banks Corporate Park, Suite
3, Level 2 32-34 Lord Street Botany NSW 2019Additional
Guarantor[s]
    
    [specify Additional Guarantor or Additional Guarantors][Additional
Borrower[s]]
    
    [specify Additional Borrower or Additional Borrowers]Lender[s]
    
    [specify Lender or Lenders]Background
    
    1    Under the Common Terms Deed dated [      
](Common Terms Deed) between Sims Metal Management
Limited, each party listed in Part 1 of Schedule 1 of that
deed (as Original Borrowers), each party listed in Part 2
of Schedule 1 of that deed (as Original Guarantors) and
the persons listed in Part 3 of Schedule 1 of that deed
(as Original Lenders) a person may become a Guarantor
and/or a Borrower by execution of this deed.2    [Each Additional Guarantor/The Additional
Guarantor] wishes to become a Guarantor on the terms and
conditions set out in this deed.3    [[Each Additional Borrower/The Additional
Borrower] wishes to become a Borrower on the terms and
conditions set out in this deed.]
   page 1




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1
    
    Interpretation(a)
    
    Words and phrases defined in the Common Terms Deed have the same meaning when used in this
deed.(b)
    
    In this deed, Existing Guarantorhas the meaning set out below.
 Term
    
    MeaningExisting Guarantor
    
    each person which is a Guarantor under the Common Terms
Deed at the time of execution of this deed.
 2
    
    GuaranteeIn consideration of, among other things:(a)
    
    forbearance by [each/the] Lender to require repayment of the Outstanding Moneys in full; and(b)
    
    the payment to [each/the] Additional Guarantor of $10 (receipt of which is acknowledged),[each/the] Additional Guarantor jointly and severally with each Existing Guarantor irrevocably and unconditionally guarantees to [each/the] Lender the payment of the Outstanding Moneys on the terms contained in the Common Terms Deed (including clause 7 of the Common Terms Deed).3
    
    Representations and warranties[Each/The] Additional Guarantor[ and Additional Borrower] represents and warrants to, and for the benefit of each Lender, as set out in clause 3.1 of the Common Terms Deed, on the basis that:(a)
    
    each reference to a Transaction Party in clause 3.1 of the Common Terms Deed includes a reference to [each/the] Additional Guarantor[ and Additional Borrower];(b)
    
    each reference to a Transaction Document includes this deed and each other Transaction Document to which [each/the] Additional Guarantor[ and Additional Borrower] is a party; and(c)
    
    clauses 3.2 and 3.3 of the Common Terms Deed apply to this clause 3 as if set out in full.
  page 2




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4
    
    Status of Additional Guarantor[ and Additional Borrower](a)
    
    [Each/The] Additional Guarantor agrees that it irrevocably becomes an Additional
Guarantor as defined in, and for all purposes under, the Common Terms Deed as if named in and
as a party to the Common Terms Deed, and accordingly is bound by the Common Terms Deed as an
Additional Guarantor.(b)
    
    [Each/The] Additional Borrower agrees that it irrevocably becomes an Additional Borrower as
defined in, and for all purposes under, the Common Terms Deed as if named in and as a party to
the Common Terms Deed, and accordingly is bound by the Common Terms Deed as an Additional
Borrower.5
    
    Receipt of documents[Each/The] Additional Guarantor[and Additional Borrower] acknowledges having received
and reviewed to its satisfaction a copy of each Transaction Document and each other
document requested by it before signing this deed.6
    
    Confirmation by existing Transaction PartiesSims (for itself and as attorney for each other Transaction Party) confirms that
nothing in this deed:(a)
    
    affects the validity or enforceability of the Transaction Documents;(b)
    
    prejudices or adversely affects any right, power, authority, discretion or remedy arising
under the Transaction Documents; or(c)
    
    discharges, releases or otherwise affects any liability or obligation arising under the
Transaction Documents.7
    
    Governing lawThis deed is governed by the laws of New South Wales.8
    
    Benefit of deed(a)
    
    This deed is given in favour of and for the benefit of:
 (1)
    
    each Lender; and(2)
    
    each Transaction Party,
 under the Common Terms Deed and their respective successors and permitted assigns
  page 3




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##### 



(b)
    
    Each Lender has the benefit of this deed and can enforce it even if not in existence
at the time this deed is executed.(c)
    
    Each Lender may enforce its rights under this deed independently from each other Lender.9
    
    Address for noticesThe details for [each/the] Additional Guarantor[and
Additional Borrower] for service of notices are:Address:             [     ].Attention:           [     ].Facsimile:          [     ].10
    
    AttorneysEach of the attorneys executing this deed states that the attorney has no notice of
the revocation of the power of attorney appointing that attorney.Executed as a deedAdditional Guarantor[ and/or Additional Borrower]Signed sealed and delivered for[     ]by its attorney
 sign here►Attorneyprint namein the presence ofsign here►Witnessprint name
  Page 4




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SimsSigned sealed and delivered forSims Metal Management Limitedfor itself and as attorney for eachother Transaction Partysign here►Directorprint namesign here►Director/Secretaryprint nameLenderSigned sealed and delivered for[     ]by its attorneysign here►Attorneyprint namein the presence ofsign here►Witnessprint name
  Page 5




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




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2
    
    New LenderThe New Lender agrees that it irrevocably becomes a New Lender as defined in, and
for all purposes under, the Common Terms Deed as if named in and as a party to the Common
Terms Deed, and accordingly is bound by the Common Terms Deed as a New Lender.[The Facility Agent (as defined in clause 15.1 of the Common Terms Deed) for the New
Lender is [Insert details].]3
    
    Facility Agreement and Transaction DocumentsFor the purposes of the Common Terms Deed:(a)
    
    the Facility Agreement of the New Lender is:[Insert details](b)
    
    The Transaction Documents of the New Lender are:
 (1)
    
    each Transaction Document as defined in the Common Terms Deed to which the
New Lender is a party; and(2)
    
    [Insert details].
 4
    
    Borrowers and GuarantorsFor the purposes of the Common Terms Deed:(a)
    
    the Borrowers of the New Lender are:[insert details](b)
    
    the Guarantors of the New Lender are:[insert details]5
    
    Confirmation by existing Transaction PartiesSims (for itself and as attorney for each other Transaction Party) confirms that
nothing in this deed:(a)
    
    affects the validity or enforceability of the Transaction Documents;(b)
    
    prejudices or adversely affects any right, power, authority, discretion or remedy arising
under the Transaction Documents; or(c)
    
    discharges, releases or otherwise affects any liability or obligation arising under the
Transaction Documents.
  Page 2




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##### 



6
    
    Governing lawThis deed is governed by the laws of New South Wales.7
    
    Benefit of deed(a)
    
    This deed is given in favour of and for the benefit of:
 (1)
    
    each Lender; and(2)
    
    each Transaction Party,
 under the Common Terms Deed and their respective successors and permitted assigns(b)
    
    Each Lender has the benefit of this deed and can enforce it even if not in existence at the
time this deed is executed.(c)
    
    Each Lender may enforce its rights under this deed independently from each other Lender.
 8
    
    Address for noticesThe details for the New Lender for service of notices are:Address:            [     ].Attention:          [     ].Facsimile:          [     ].9
    
    AttorneysEach of the attorneys executing this deed states that the attorney has no notice of
the revocation of the power of attorney appointing that attorney.
  Page 3




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##### 



Executed as a deedNew LenderSigned sealed and delivered for[     ]by its attorneysign here►Attorneyprint namein the presence ofsign here►Witnessprint nameSimsSigned sealed and delivered forSims Metal Management Limitedfor itself and as attorney for eachother Transaction Partysign here►Directorprint namesign here►Director/Company Secretaryprint name
  Page 4