Exhibit 4.13
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
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 ContentsTable of contentsThe agreement
    
    
    1Operative part
    
    
    21
    
    Definitions and interpretation
    
    
    21.1 Agreement components
    
    
    21.2 Definitions
    
    
    21.3 Incorporated definitions
    
    
    131.4 Incorporated provisions
    
    
    132
    
    Conditions precedent
    
    
    132.1 Conditions precedent to initial Funding Portion
    
    
    132.2 Conditions precedent to all Funding Portions
    
    
    142.3 Certified copies
    
    
    152.4 Benefit of conditions precedent
    
    
    153
    
    Roll over of principal outstanding
    
    
    154
    
    Commitment, purpose and availability of Facility
    
    
    174.1 Provision of Commitment
    
    
    174.2 Purpose
    
    
    174.3 Cancellation of Commitment during Availability Period
    
    
    174.4 Cancellation at end of Availability Period
    
    
    174.5 Review and renewal of Commitment
    
    
    175
    
    Funding and rate setting procedures
    
    
    195.1 Delivery of Funding Notice
    
    
    195.2 Requirements for a Funding Notice
    
    
    195.3 Irrevocability of Funding Notice
    
    
    205.4 Amount of Funding Portions
    
    
    205.5 Selection of Funding Periods
    
    
    205.6 Determination of Funding Rate
    
    
    215.7 Market disruption
    
    
    215.8 Confidentiality
    
    
    225.9 Currency movements
    
    
    225.10 Unavailability of a currency
    
    
    236
    
    Cash Advance Facility
    
    
    236.1 Provision of Funding Portions
    
    
    236.2 Number of Funding Portions
    
    
    236.3 Consolidation and division of Funding Portions
    
    
    236.4 Selection Notice
    
    
    246.5 Repayment
    
    
    246.6 Prepayment under Cash Advance Facility
    
    
    24
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 Contents6.7 Prepayment date
    
    
    256.8 Interest
    
    
    256.9 Liquidity Bills
    
    
    256.10 Fees
    
    
    267
    
    Commercial Bills Facility
    
    
    267.1 Bill acceptance and endorsement procedure
    
    
    267.2 Preparation of Bills
    
    
    267.3 Failure to prepare Bills
    
    
    267.4 Form of Bills
    
    
    277.5 Restriction on use by the Lender
    
    
    277.6 Tax on Bills
    
    
    287.7 Signing of Bills and appointment of Lender as attorney
    
    
    287.8 Notification of rate and discounting procedure
    
    
    287.9 Bills accepted or endorsed but not discounted
    
    
    297.10 Borrowers primary liability to pay Bills
    
    
    297.11 Indemnity in respect of Bills
    
    
    297.12 Variation of procedures
    
    
    297.13 Fees
    
    
    297.14 Repayment by cash cover and netting
    
    
    307.15 Acknowledgment regarding signed Bills
    
    
    318
    
    Credit Support Facility
    
    
    318.1 Issue of Credit Support Documents
    
    
    318.2 Additional Funding Notice requirements
    
    
    318.3 Form of Credit Support Documents
    
    
    318.4 Prepayment under Credit Support Facility
    
    
    328.5 Prepayment date
    
    
    328.6 Cash cover
    
    
    328.7 Fees
    
    
    338.8 Tax on Credit Support Documents
    
    
    338.9 Liability of Borrowers
    
    
    338.10 Early expiration or reduction
    
    
    348.11 Beneficiary Contracts and notification
    
    
    348.12 Obligations of the Lender
    
    
    348.13 Indemnity in respect of Credit Support Document
    
    
    358.14 Unconditional nature of Borrowers obligations
    
    
    359
    
    Trade Finance Facility
    
    
    369.1 Additional Funding Notice requirements
    
    
    369.2 Provision of Advances
    
    
    379.3 Application of Trade Advances
    
    
    389.4 Repayment of Trade Advances
    
    
    389.5 Interest on Advances
    
    
    389.6 Issue of Documentary LCs
    
    
    389.7 Form of Documentary LCs
    
    
    389.8 Credit Support Document terms apply to Documentary LC
    
    
    399.9 Foreign Bills Negotiation
    
    
    399.10 Interest on Proceeds of Negotiation
    
    
    399.11 Repayment of Proceeds of Negotiation
    
    
    399.12 Extension of repayment of Proceeds of Negotiation
    
    
    399.13 Fees
    
    
    4010
    
    Overdraft Facility
    
    
    4010.1 Overdraft Facility
    
    
    40
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(FREEHILLS LOGO)
 Contents10.2 Funding Portions
    
    
    4010.3 Prepayment
    
    
    4010.4 Fees
    
    
    4111
    
    Representations and warranties
    
    
    4111.1 Representations and warranties
    
    
    4111.2 Survival and repetition of representations and warranties
    
    
    4111.3 Reliance by Lender
    
    
    4112
    
    Undertakings
    
    
    4112.1 Incorporated undertakings
    
    
    4112.2 Compliance
    
    
    4112.3 Term of undertakings
    
    
    4113
    
    Events of Default
    
    
    4213.1 Events of Default
    
    
    4213.2 Effect of Event of Default
    
    
    4213.3 Application of cash cover under Commercial Bills Facility, Trade Finance
Facility and Credit Support Facility
    
    
    4213.4 New Related Body Corporate
    
    
    4214
    
    Fees
    
    
    4315
    
    Interest on overdue amounts
    
    
    4315.1 Payment of interest
    
    
    4315.2 Accrual of interest
    
    
    4315.3 Rate of interest
    
    
    4416
    
    Assignment and substitution
    
    
    4417
    
    Additional Borrowers
    
    
    4417.1 Additional Borrowers
    
    
    4417.2 Repetition of Representations
    
    
    4418
    
    General
    
    
    4518.1 Governing law and jurisdiction
    
    
    4518.2 Prohibition and enforceability
    
    
    4518.3 Waivers
    
    
    4518.4 Variation
    
    
    4618.5 Cumulative rights
    
    
    4618.6 Counterparts
    
    
    4618.7 Attorneys
    
    
    46SchedulesBorrowers
    
    
    48Key Terms Schedule
    
    
    50Fee Schedule
    
    
    53Funding Notices
    
    
    56Selection Notice
    
    
    62Renewal Notice
    
    
    64
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(FREEHILLS LOGO)
 ContentsRoll over of existing Drawings
    
    
    67Signing page
    
    
    70AttachmentsAccession Deed  Additional Borrowers
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   4
 Between the partiesOriginal Borrower
    
    Each of the persons listed inSchedule 1Lender
    
    Commonwealth Bank of Australia


ABN 48 123 123 124 of Level 21, Darling Park Tower 1,
201 Sussex Street, Sydney, New South Wales 2000,
AustraliaBackground
    
    The Lender has agreed to provide the Facilities to the
Borrowers on the terms of this agreement.The parties agree
    
    as set out in the Operative part of this agreement, in
consideration of, among other things, the mutual
promises contained in this agreement.
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(FREEHILLS LOGO)
  1
    
    Definitions and interpretation1.1
    
    Agreement componentsThis agreement includes any schedule.1.2
    
    DefinitionsThe meanings of the terms used in this document are set out below.
 Term
    
    MeaningAccession Deed
    
    an accession deed in the form of Attachment 1.Additional Borrower
    
    a person which becomes an
Additional Borrower in accordance with clause 17.Applicable Screen Rate
    
    in respect of a Funding Period and a Funding Portion denominated in:1    A$, the average bid rate quoted on the page entitled BBSY on the Reuters
Monitor System or any Replacement Page at or about 10.10am (Sydney time) on the Rate Set Date for that
Funding Portion;2    US Dollars, the arithmetic mean of the rates quoted on the page entitled
LIBOR01 on the Reuters Monitor System or any Replacement Page at or about 11.00am (London time) on the
Rate Set Date for that Funding Portion for Euro deposits in US Dollars;3    Sterling, the rate quoted on the page entitled LIBOR01 on the Reuters Monitor
System or any Replacement Page at or about 11.00am (London time) on the Rate Set Date for that Funding
Portion for deposits in Sterling;4    Euro, the rate quoted on the page entitled EURIBOR01 on the Reuters Monitor
System or any Replacement Page at or about 11.00am (Brussels time) on the Rate Set Date for that Funding
Portion;5    CAD, the rate quoted on the page entitled LIBOR01 on the Reuters Monitor
System or any Replacement Page at or about 11.00am (Ottawa time) on the Rate Set Date for that Funding
Portion for deposits in Sterling;6    any other Available Currency, the rate agreed by the Lender at the time such
currency is approved by the Lender,in each case for a term equal to, or if not equal to most closely approximating, that Funding Period: if
the rate is not displayed on any Rate Set Date for such a term, but rates are displayed for terms longer
and shorter than that period, then the rate will be determined by the Lender by linear interpolation
between the nearest longer and shorter terms.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningApplication for 
Irrevocable Documentary 
Credit
    
    an application for irrevocable documentary credit in the form most recently
notified to Sims
by the Lender.Available Currency
    
    A$, US Dollars, Sterling, CAD and Euro and any other currency approved by the Lender.Availability Period
    
    in relation to a Facility, the period commencing on the date on which the conditions precedent set out in
clause 2.1 are satisfied or waived by the Lender and ending on the earlier of:1    the Termination Date (if any) for that Facility;2    the date falling one month prior to the Final Termination Date; and3    the date on which the Commitment is cancelled in full under this agreement.Bank Guarantee
    
    a guarantee issued by the Lender under the Credit Support Facility.Base Rate
    
    on any Rate Set Date in respect of a Funding Period for a Funding Portion:1    the Applicable Screen Rate for the Funding Period and the Funding Portion;
or2    if on the Rate Set Date for any reason the Applicable Screen Rate is not
displayed or the basis on which the Applicable Screen Rate is displayed is changed and in the opinion of
the Lender it ceases to reflect the Lenders cost of funding to the same extent as at the date of this
agreement, then the Base Rate will be the rate determined by the Lender to be the average of rates quoted
to the Lender by 3 Reference Banks on the Rate Set Date for:     in the case of a Funding Portion denominated in A$ the rate percent per
annum determined by the Lender as the average of the rates quoted to the Lender by each Reference Bank
for the purchase of Bills accepted by the Reference Bank which have a tenor equal to the Funding Period
of the Funding Portion and a Face Value Amount equal to the amount of the Funding Portion; or     in the case of a Funding Portion denominated in a Foreign Currency, the
rate determined by the Lender based on the rates otherwise quoted by the Reference Banks (or so many of
them as are prepared to quote such rates), on application by the Lender, for deposits in that currency
for a term equal to the Funding Period of the Funding Portion commencing on that Funding Date in an
amount equal to the amount of the Funding Portion; and3    if, on the Rate Set Date, the Base Rate for a Funding Portion cannot be
determined in accordance with paragraphs (1) or (2) of this definition, the Base Rate will be the
Lenders cost of funding the Funding Portion for the Funding
Period.
All calculations of rates for the purposes of this definition will be expressed as a percent per annum.Beneficiary
    
    the beneficiary of a Credit Support Document or a Documentary LC.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningBeneficiary Contract
    
    each agreement between a Borrower and a Beneficiary where the Lender has issued a Credit Support Document
or a Documentary LC in favour of the Beneficiary to support the obligations of the Borrower to the
Beneficiary under that agreement.Bill Acceptance / Endorsement 
Fee
    
    the fee payable to the Lender for
accepting or endorsing Bills, calculated in accordance with clause

7.13(a).Bill Acceptance / Endorsement 
Fee Rate
    
    on any date, in respect of a Bill Funding, the % per annum under the heading Bill Acceptance/Endorsement
Fee Rate corresponding to the most recent Gearing Ratio (as set out in the most recent Compliance
Certificate provided by Sims), as specified in Part 2 of the Key Terms Schedule under the heading Bill
Acceptance/Endorsement Fee Rate.Bill Discount Rate
    
    at any date the rate of discount expressed as a per cent yield to maturity per annum at which the Lender
is prepared at that date to purchase Bills accepted or endorsed by itself.Bill Funding
    
    any Funding Portion under the Commercial Bills Facility.Borrower
    
    each Original Borrower and each Additional Borrower.Break Costs
    
    for any repayment or prepayment the amount (if any) by which:4    the interest on the amount repaid or prepaid which the Lender should have
received under this agreement (had the repayment or prepayment not occurred),
exceeds:5    the return which the Lender would be able to obtain by placing the amount repaid
or prepaid to it on deposit with a Reference Bank nominated by it,

in each case for the period from the date of repayment or prepayment until the last day of the then
current Funding Period applicable to the repaid or prepaid amount.Business Day
    
    1    in relation to any Funding Portion or any other payment obligation, a day
(excluding a Saturday, Sunday or public holiday) on which banking
institutions are open for business:     in Sydney and Melbourne in relation to Dollars;     in New York City and Los Angeles in relation to US Dollars;     in London in relation to Sterling;     in Ottawa in relation to CAD;     in London in relation to Euro, provided that the relevant day is also a
TARGET Day in relation to Euro; and2    for all other purposes, a day on which banks are open for business in Sydney and
Melbourne excluding a Saturday, Sunday or public holiday.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningCAD
    
    the lawful currency of Canada.Cash Advance Facility
    
    if specified as Available in Part 1 of the Key Terms Schedule, the cash advance facility made available
by the Lender to the Borrowers under clause 6 and on the terms set out in Part 1 of the Key Terms
Schedule.Cash Advance Facility
Limit
    
    the Facility Limit in respect of the Cash Advance Facility (if any) as specified in Part 1 of the Key
Terms Schedule, as adjusted under this agreement.Commercial Bills Facility
    
    if specified as Available in Part 2 of the Key Terms Schedule, the acceptance, discount and endorsement
facility made available by the Lender to the Borrowers under clause 7 and on the terms set out in Part 2
of the Key Terms Schedule.Commercial Bills
Facility Limit
    
    the Facility Limit in respect of the Commercial Bills Facility (if any) as specified in Part 2 of the
Key Terms Schedule, as adjusted under this agreement.Commitment
    
    the amount specified as such in Part 6 of the Key Terms Schedule.Commitment Fee Rate
    
    the Commitment Fee Rate specified in Part 6 of the Key Terms Schedule.Common Terms Deed
    
    the deed entitled Common Terms Deed dated on or about the date of this agreement between, amongst
others, the Lender and the Borrowers.Credit Support Document
    
    1    each Bank Guarantee; and2    each Standby LC,

which is issued under the Credit Support Facility.Credit Support Document
Fee Rate
    
    for a Credit Support Document issued under the Credit Support Facility, the % per annum under the heading
Credit Support Document Fee Rate corresponding to the most recent Gearing Ratio (as set out in the most
recent Compliance Certificate provided by Sims), specified in Part 3 of the Key Terms Schedule.Credit Support Facility
    
    if specified as Available in Part 3 of the Key Terms Schedule, the credit support document facility
made available by the Lender to the Borrowers under clause 8 and on the terms set out in Part 3 of the
Key Terms Schedule.Credit Support Facility
Limit
    
    the Facility Limit in respect of the Credit Support Facility (if any) as specified in Part 3 of the Key
Terms Schedule, as adjusted under this agreement.Current Bill
    
    any Bill drawn under the Commercial Bills Facility which has not been
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    Meaningdischarged in full or in respect of
which the obligations of the relevant Borrower or the Lender under this agreement have not been
satisfied.Current Credit Support 
Document
    
    each Credit Support Document which has not been discharged in full or in respect of which a Borrowers
obligations under this agreement have not been satisfied.Current Documentary LC
    
    each Documentary LC which has not been discharged in full or in respect of which a Borrowers obligations
under this agreement have not been satisfied.Current Dollar Amount
    
    at any time:1    for a Funding Portion under the Cash Advance Facility or Overdraft Facility, or
for a Trade Advance or Proceeds of Negotiation denominated in:    Dollars, the principal amount of that Funding Portion outstanding at that
time;    a Foreign Currency, the Dollar Equivalent at that time of the principal
amount of that Funding Portion outstanding at that time;2    for a Credit Support Document under the Credit Support Facility denominated in:    Dollars, its Face Value Amount at that time;    a Foreign Currency, the Dollar Equivalent at that time of its Face Value
Amount at that time; and3    for a Documentary LC under the Trade Finance Facility denominated in:    Dollars, its Face Value Amount at that time;    a Foreign Currency, the Dollar Equivalent at that time of its Face Value
Amount at that time.4    for a Bill under the Commercial Bills Facility denominated in Dollars, its Face
Value Amount at that time.Discount Amount
    
    in respect of a Bill discounted by the Lender, the Dollar amount derived by application of the following
formula(EQUATION)where:FVA equals the Face Value Amount of the Bill;R equals the Bill Discount Rate on the Funding Date on which the Bill is discounted (expressed as a
number eg 10.74% is expressed as 10.74); andD equals the number of days in the Funding Period for the Bill.Documentary LC
    
    a documentary letter of credit issued by the Lender under the Trade Finance Facility.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningDocumentary LC Fee Rate
    
    for a Documentary LC issued under the Trade Finance Facility, the Documentary LC Fee Rate specified in
Part 4 of the Key Terms Schedule.Dollar Equivalent
    
    in relation to an amount expressed in a Foreign Currency at any time, the amount of Dollars determined by
translating that amount of Foreign Currency into Dollars at the Exchange Rate for that Foreign Currency
at that time.Euro
    
    the single currency unit of each Participating Member State.Event of Default
    
    any event specified in clause 13.1.Exchange Rate
    
    in relation to any Foreign Currency, the spot rate of exchange determined by the Lender to be the rate of
exchange to buy that Foreign Currency with Dollars.Exchange Rate 
Calculation Date
    
    the last Business Day of
each month.Existing Multi-Option 
Facility Agreement
    
    the multi-option facility agreement between, amongst others, Sims and the Lender dated
29 October 1991.Expiry Date
    
    in relation to a Credit Support Document or a Documentary LC, the expiry date for that Credit Support
Document of Documentary LC as specified in that Credit Support Document or Documentary LC (as
applicable).Extension Fee Rate
    
    the Extension Fee Rate specified in Part 6 of the Key Terms Schedule.Face Value Amount
    
    at any time:1    in relation to a Credit Support Document, the amount stated in, or determined in
accordance with, the Credit Support Document as the maximum amount payable under it at that time;2    in relation to a Documentary LC, the amount stated in, or determined in
accordance with, the Documentary LC as the maximum amount payable under it at that time; and3    in relation to a Bill, the amount stated on the Bill as the maximum amount
payable under the Bill.Facility
    
    1    the Cash Advance Facility;2    the Commercial Bills Facility;3    the Credit Support Facility;4    the Trade Finance Facility; or5    the Overdraft Facility.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningFacility Limit
    
    1    in respect of the Cash Advance Facility, the Cash Advance Facility Limit;2    in respect of the Commercial Bills Facility, the Commercial Bills Facility
Limit;3    in respect of the Credit Support Facility, the Credit Support Facility Limit;4    in respect of the Trade Finance Facility, the Trade Finance Facility Limit;
and5    in respect of the Overdraft Facility, the Overdraft Facility Limit.Fee Letter
    
    each fee letter between the Lender and Sims in respect of an extension fee payable in accordance with
clause 14(b).Fee Schedule
    
    the schedule of fees and charges set out in Schedule 3.Final Termination Date
    
    the date specified as such in Part 6 of the Key Terms Schedule as extended from time to time in
accordance with clause 4.5.Finance Contract
    
    any written contract or arrangement between a Borrower under the Credit Support Facility, or a Borrower
of a Documentary LC under the Trade Finance Facility, and a Beneficiary which requires the Borrower to
pay or repay to any person any amount due in respect of financial accommodation.Financial Close
    
    the date on which all of the conditions set out in clause 2.1 are first satisfied or waived by the Lender.Foreign Bill
    
    a negotiable instrument (whether clean or documentary) where the party named as drawee is not a resident
of Australia, which is in a form satisfactory to the Lender.Foreign Currency
    
    US Dollars, Sterling, CAD and Euro and any other foreign currency which is freely transferable and
convertible into Dollars.Funding Date
    
    the date on which a Funding Portion is provided, or is to be provided, to or for the account of a
Borrower under this agreement.Funding Notice
    
    a notice given under clause 5.1.Funding Period
    
    for a Funding Portion, a period selected or determined under clause 5.5.Funding Portion
    
    each portion of the Commitment provided under this agreement.Funding Rate
    
    in respect of a Funding Period for a Funding Portion under the Cash Advance Facility or provided as a
Trade Advance under the Trade Finance Facility, the aggregate of:
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    Meaning    the Base Rate on the Rate Set Date for that Funding Period; and    the Margin.Gearing Ratio
    
    for a Calculation Period, the ratio of Financial Indebtedness to EBITDA.Group Guarantee
    
    the deed so entitled dated 21 March 1996 between, amongst others, the Lender and Sims.Group Limit Facility
    
    the group limit overdraft facility dated on or about the date of this agreement between, amongst others,
the Lender and Sims.Interest Payment Date
    
    the last day of each Funding Period.Key Terms Schedule
    
    the Key Terms Schedule set out in Schedule 2 as amended, supplemented or replaced from time to time in
accordance with this agreement.Lending Office
    
    1    the Sydney Lending Office;2    the office of the Lender at Senator House, 85 Queen Victoria Street London
EC4V4HA, England;3    the office of the Lender at Level 17, 599 Lexington Avenue New York 10022, USA;
or4    any other office notified by the Lender under this agreement.Liquidity Bill
    
    a Bill drawn under clause 6.9.Margin
    
    1    on any date in respect of a Funding Portion under the Cash Advance Facility, an
amount payable under clause 15 or [*], the % per annum specified in Part 1 of the Key
Terms Schedule under the heading Margin which corresponds to the most recent Gearing Ratio (as set out
in the most recent Compliance Certificate provided by Sims); and2    in respect of a Funding Portion provided as a Trade Advance under the Trade
Finance Facility, the % per annum specified in Part 4 of the Key Terms Schedule under the heading
Margin which corresponds to the most recent Gearing Ratio (as set out in the most recent Compliance
Certificate provided by Sims).Negative Pledge Agreement
    
    the deed entitled Negative Pledge dated 29 October 1991 between, amongst others, the Lender, Sims and
the companies named in Schedule 1 of that deed.Net Bill Proceeds
    
    in respect of a Bill discounted by the Lender under the Commercial Bills Facility, the amount to be
provided by the Lender in respect of that Bill in accordance with clause 7.8.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningObligation
    
    any obligation to make payment in respect of an underlying trade transaction, either pre or post-shipment.Original Dollar Amount
    
    1    for a Funding Portion under the Cash Advance Facility or Overdraft Facility or
for a Trade Advance or Proceeds of Negotiation under the Trade Finance Facility denominated in:    Dollars, the Dollar amount of that Funding Portion;    a Foreign Currency, the Dollar Equivalent of that Funding Portion
calculated at the Exchange Rate for that Foreign Currency on the Funding Date for that Funding Portion;
and2    for a Credit Support Document under the Credit Support Facility or a Documentary
LC under the Trade Finance Facility denominated in:    Dollars, its Face Value Amount on its Funding Date;    a Foreign Currency, the Dollar Equivalent of its Face Value Amount
calculated on the Funding Date for that Credit Support Document; and3    for a Bill under the Commercial Bills Facility, its Face Value Amount on its
Funding Date.Outstanding Current Bill
Amount
    
    in respect of a Bill Funding and in relation to any Funding Date, the aggregate Face Value Amount of all
Current Bills under the Commercial Bills Facility which mature on or before that Funding Date and which
have not been paid by a Borrower or in respect of which the obligations of a Borrower under clauses 7.10,
7.11, 7.14(a) and 7.14(b) remain unsatisfied.Overdraft Account
    
    each account of an Overdraft Borrower held with the Lender.Overdraft Borrower
    
    each Overdraft Borrower specified in Part 5 of the Key Terms Schedule.Overdraft Facility
    
    if specified as Available in Part 5 of the Key Terms Schedule, the overdraft facility made available by
the Lender to the Overdraft Borrowers under clause 10 and on the terms set out in Part 5 of the Key Terms
Schedule and the Group Limit Facility.Overdraft Facility Limit
    
    the Cap Limit as defined in the Group Limit Facility.Overdue Margin
    
    the Overdue Margin specified in Part 6 of the Key Terms Schedule.Overdue Rate
    
    [*]Participating Member
State
    
    any member state of the European Union that adopts or has adopted Euro as its lawful currency in
accordance with legislation of the European Union relating to the European Monetary Union.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningPayment Documents
    
    the documents against which the Lender is required to make payment under any Documentary LC.Principal Outstanding
    
    at any time, the aggregate Current Dollar Amount of all outstanding Funding Portions.Proceeds of Negotiation
    
    in respect of the Trade Finance Facility, a Funding Portion, being the proceeds of negotiation of a
Foreign Bill, that is provided in Same Day Funds in an Available Currency as specified in the relevant
Funding Notice.Rate Set Date
    
    in respect of a Funding Period for a Funding Portion:1    denominated in Dollars, the [*]of that Funding Period; and2    denominated in US Dollars, [*]of that Funding Period;3    denominated in Euro, [*]of that period;4    denominated in CAD, [*]of that Funding Period; and5    denominated in Sterling, the [*]of that Funding Period.Relevant Credit Support Documents
    
    1    each Transaction Document;2    each Credit Support Document;3    each Documentary LC; and4    each Beneficiary Contract.Relevant Currency
    
    the currency in which a payment is required to be made under the Transaction Documents and is:1    for any Funding Portion or other payment obligation denominated in Dollars,
Dollars;2    for any Funding Portion or other payment obligation denominated in a Foreign
Currency, that Foreign Currency; and3    in any other case, if not expressly stated to be another currency, Dollars.Relevant Interbank Market
    
    1    in relation to A$, the Australian bank bill market;2    in relation to US Dollars, CAD or Sterling, the London interbank market;
and3    in relation to Euro, the interbank market for Euro operating in Participating
Member States.Renewal Notice
    
    a renewal notice substantially in the form set out in Schedule 6.Selection Notice
    
    a notice given under clause 6.4.
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(FREEHILLS LOGO)
    
    1     <Definitions and interpretation
 Term
    
    MeaningStandby LC
    
    a standby letter of credit issued by the Lender under the Credit Support Facility.Sterling
    
    the lawful currency of the United Kingdom.Sydney Lending Office
    
    the office of the Lender set out on page 1 of this agreement.TARGET
    
    Trans-European Automated Real-time Gross Settlement Express Transfer payment system.TARGET Day
    
    a day on which TARGET is open for settlement of payments in Euro.Termination Date
    
    in relation to:1    the Cash Advance Facility, the Termination Date in respect of the Cash Advance
Facility (if any) as specified in Part 1 of the Key Terms Schedule;2    the Commercial Bills Facility, the Termination Date in respect of the
Commercial Bills Facility (if any) as specified in Part 2 of the Key Terms Schedule;3    the Credit Support Facility, the Termination Date in respect of the Credit
Support Facility (if any) as specified in Part 3 of the Key Terms Schedule;4    the Trade Finance Facility, the Termination Date in respect of the Trade
Finance Facility (if any) as specified in Part 4 of the Key Terms Schedule;5    the Overdraft Facility, the Termination Date in respect of the Overdraft
Facility (if any) as specified in Part 5 of the Key Terms Schedule,

or in each case any later date agreed to by the Borrowers and the Lender.Trade Advance
    
    in respect of the Trade Finance Facility, a Funding Portion that is provided in Same Day Funds in an
Available Currency as specified in the relevant Funding Notice.Trade Advance Request
    
    a request for a Trade Advance in the form most recently notified to Sims by the Lender.Trade Finance Facility
    
    if specified as Available in Part 4 of the Key Terms Schedule, the trade finance facility made
available by the Lender to the Borrowers under clause 9 and on the terms set out in Part 4 of the Key
Terms Schedule.Trade Finance Facility
Limit
    
    the Facility Limit in respect of the Trade Finance Facility (if any) as specified in Part 4 of the Key
Terms Schedule, as adjusted under this agreement.Transaction Document
    
    1    this agreement;2    each Fee Letter;
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(FREEHILLS LOGO)
    
    2     Conditions precedent
 Term
    
    Meaning3    the Common Terms Deed;4    the Group Limit Facility;5    each Renewal Notice and Key Terms Schedule;6    each Transaction Document of the Lender, as defined in the Common Terms Deed;7    any other document designated as such by the Borrowers and the Lender,or any document or agreement entered into or given under any of the above.Undrawn Commitment
    
    at any time, the Commitment less the Principal Outstanding.US Dollars
    
    the lawful currency of the United States of America.USD Prime Rate
    
    the rate described as the Lenders USD Prime Rate, as published from time to time or, if there is no
such rate at any time, any substitute or replacement reference rate published by the Lender from time to
time.
 1.3
    
    Incorporated definitionsA word or phrase, other than one defined in clause 1.2, defined in the Common Terms Deed
has the same meaning when used in this agreement.1.4
    
    Incorporated provisionsClauses 1.3 to 1.6 (inclusive), 9, 15.2 and 16 of the Common Terms Deed apply to this
agreement as if set out in full in this agreement and as if references in those clauses to
this deed were to this agreement.2
    
    Conditions precedent2.1
    
    Conditions precedent to initial Funding PortionThe Lender is not obliged to provide the Commitment or the first Funding Portion until the
Lender has received all of the following in form and of substance satisfactory to the
Lender:
 (a)
    
    Verification certificate: a verification certificate in the form of
Schedule 2 of the Common Terms Deed given in respect of each Transaction Party and
dated no more than 5 days before the date of this agreement;
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(FREEHILLS LOGO)
    
    2     Conditions precedent
 (b)
    
    Transaction Documents: originals of each Transaction Document which can be
executed before the first Funding Date, duly executed by all parties to them other
than the Lender and, where applicable:
 (1)
    
    duly stamped or, if not duly stamped, evidence
satisfactory to the Lender that they will be duly stamped; and(2)
    
    in registrable form together with all executed
documents necessary to register them;
 (c)
    
    enquiries: results of searches, enquiries and requisitions in respect of
each Transaction Party;(d)
    
    opinions: an opinion from:
 (1)
    
    Freehills in respect of each Transaction Party
incorporated in Australia, this agreement and the Common Terms Deed;(2)
    
    counsel for the Borrowers in respect of each
Transaction Party incorporated outside of Australia;
 (e)
    
    Overdraft account authorities: signed account authorities, signature cards
and any other documents required by the Lender with respect to the Overdraft
Accounts;(f)
    
    KYC & AML: each document or other information necessary in the Lenders
opinion to enable the Lender to do any know your customer checks or anti-money
laundering checks;(g)
    
    structure diagram: a complete diagram showing the structure and ownership
arrangements of the Sims Group; and(h)
    
    US solvency certificate: with respect to each Transaction Party
incorporated or organised under the laws of a state of the United States of America
only, a certificate signed by an officer of that Transaction Party stating that it is
solvent and able to pay its debts as and when they fall due.
 2.2
    
    Conditions precedent to all Funding PortionsThe Lender is not obliged to provide any Funding Portion under a Facility until the
following conditions are fulfilled to the Lenders satisfaction:
 (a)
    
    Funding Notice: the Borrower has delivered a Funding Notice to the Lender
requesting the Funding Portion;(b)
    
    Funding Date: the Funding Date for the Funding Portion is a Business Day
within the Availability Period for the Facility;(c)
    
    Commitment: the Commitment is not, and will not be, exceeded by the
provision of that Funding Portion when the Original Dollar Amount of that proposed
Funding Portion is added to the Current Dollar Amount of all other outstanding
Funding Portions;(d)
    
    Facility Limit: the Facility Limit for the Facility is not, and will not
be, exceeded by the provision of that Funding Portion when the Original Dollar Amount
of that proposed Funding Portion is added to the Current Dollar Amount of all other
outstanding Funding Portions under that Facility;
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(FREEHILLS LOGO)
    
    3     Roll over of principal outstanding
 (e)
    
    Group Limit: in respect of a Funding Portion under the Overdraft Facility,
the Group Limit (as defined in the Group Limit Facility) is not, and will not be,
exceeded by the provision of that Funding Portion;(f)
    
    no Default: no Default has occurred which is continuing and no Default will
result from the Funding Portion being provided;(g)
    
    Beneficiary Contract: in relation to a Funding Portion under the Credit
Support Facility or to be provided as a Documentary LC under the Trade Finance
Facility, the Borrower has provided the Lender with any information that the Lender
reasonably requires in relation to each Beneficiary Contract to which the requested
Funding Portion relates, and the terms and conditions of that Beneficiary Contract
are reasonably satisfactory to the Lender;(h)
    
    Dollars: in respect of a Funding Portion under the Commercial Bills
Facility, the Funding Portion is denominated in Dollars; and(i)
    
    Available Currency: in respect of a Funding Portion to be denominated in a
Foreign Currency other than an Available Currency, the Lender (in its absolute
discretion) has given its prior consent in writing to providing the Funding Portion
in the requested Foreign Currency.
 2.3
    
    Certified copiesIf requested by the Lender, an Officer of the relevant Transaction Party must certify a
copy of a document given to the Lender under clauses 2.1 or 2.2 to be a true copy of the
original document.2.4
    
    Benefit of conditions precedentA condition in this clause 2 is for the benefit only of the Lender and only the Lender may
waive it.3
    
    Roll over of principal outstandingThe parties agree that on and from Financial Close:
 (a)
    
    each Drawing (as defined in the Existing Multi-Option Facility Agreement)
which is outstanding under the Existing Multi-Option Facility Agreement immediately
prior to Financial Close:
 (1)
    
    under the AUD Overdraft Facility (as described in the
appendix headed AUD Overdraft Facility Appendix in the Existing
Multi-Option Facility Agreement) is deemed to be a Funding Portion under
the Overdraft Facility; and(2)
    
    under the Foreign Currency Facility (as described in
the appendix headed Foreign Currency Facility Appendix in the Existing
Multi-Option Facility Agreement) is deemed to be a Funding Portion under
the Cash Advance Facility,
 in the same currency and for the same principal amount as the relevant Drawing
and, where applicable, with a Funding Period equivalent to the Interest Period
(as defined in the Existing Multi-Option Facility Agreement) for the Drawing.
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(FREEHILLS LOGO)
    
    4      Commitment, purpose and availability of Facility
 Where the relevant Drawing was denominated in a Foreign Currency, the Dollar
Equivalent of the Funding Portion shall be deemed to be equal to the AUD
Equivalent (as defined in the Existing Multi-Option Facility Agreement) of the
principal amount of the Drawing immediately prior to Financial Close;(b)
    
    each outstanding standby letter of credit or bank guarantee issued on
behalf of a Sims Group company under the Existing Multi-Option Facility Agreement
prior to Financial Close is deemed to be a Funding Portion provided under the Credit
Support Facility;(c)
    
    each outstanding documentary letter of credit issued on behalf of a Sims
Group company under the Existing Multi-Option Facility Agreement prior to Financial
Close is deemed to be a Funding Portion provided under the Trade Finance Facility;(d)
    
    without limiting clauses 3(b) and 3(c), each Drawing (as defined in the
Existing Multi-Option Facility Agreement) described in columns 1 to 3 of Schedule 7
which is outstanding under the Existing Multi-Option Facility Agreement immediately
prior to Financial Close is deemed to be a Funding Portion under the relevant
Facility specified in column 4 of Schedule 7 for that Drawing in the same currency,
with a Face Value Amount equal to the principal amount specified in Schedule 7 and,
where the Drawing was denominated in a Foreign Currency, the Dollar Equivalent of the
Face Value Amount shall be deemed to be equal to the AUD Equivalent (as defined in
the Existing Multi-Option Facility Agreement) of the face value amount of the Drawing
immediately prior to Financial Close;(e)
    
    any amount drawn by an Overdraft Borrower under the USD denominated bank
account held with the Lender with account number 100601904USD115601 is deemed to be a
Funding Portion under the Overdraft Facility;(f)
    
    all other amounts payable by a Borrower or a Guarantor (each as defined in
the Existing Multi-Option Facility Agreement) to the Lender under or in connection
with the Existing Multi-Option Facility Agreement, the Negative Pledge or the Group
Guarantee that have accrued but not been paid up to the date of Financial Close are
deemed to be payable under and in accordance with the terms of this agreement;(g)
    
    each of the Existing Multi-Option Facility Agreement, the Negative Pledge
Agreement and the Group Guarantee is terminated and discharged in accordance with its
terms;(h)
    
    the Borrowers and the Guarantors remain bound by any liabilities under the
Existing Multi-Option Facility Agreement or Group Guarantee which have accrued but
have not been performed up to the date of Financial Close, except as expressly
contemplated by this deed; and(i)
    
    the Lenders commitment to provide financial accommodation under the
Existing Multi-Option Facility Agreement is cancelled.
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(FREEHILLS LOGO)
    
    4     Commitment, purpose and availability of Facility
 4
    
    Commitment, purpose and availability of Facility4.1
    
    Provision of CommitmentThe Lender must make the Commitment available to the Borrower on the terms of this
agreement.4.2
    
    PurposeA Borrower must use the net proceeds of a Funding Portion:
 (a)
    
    under:
 (1)
    
    the Cash Advance Facility, only for the Purpose
specified in Part 1 of the Key Terms Schedule;(2)
    
    the Commercial Bills Facility, only for the Purpose
specified in Part 2 of the Key Terms Schedule;(3)
    
    the Credit Support Facility, only for the Purpose
specified in Part 3 of the Key Terms Schedule;(4)
    
    the Trade Finance Facility, only for the Purpose
specified in Part 4 of the Key Terms Schedule;(5)
    
    the Overdraft Facility, only for the Purpose
specified in Part 5 of the Key Terms Schedule; or
 (b)
    
    in each case, for any other purpose that the Lender approves.
 4.3
    
    Cancellation of Commitment during Availability Period
 (a)
    
    A Borrower may cancel any of the Undrawn Commitment by giving the Lender
[*]notice.(b)
    
    A partial cancellation of the Undrawn Commitment may only be
made [*].(c)
    
    A notice given under clause 4.3(a) is irrevocable.
 4.4
    
    Cancellation at end of Availability PeriodOn the date falling one month prior to the Final Termination Date, the Commitment is
cancelled to the extent of the Undrawn Commitment.4.5
    
    Review and renewal of Commitment
 (a)
    
    On or before the date falling 12 months prior to the then Final Termination
Date (Existing Termination Date), the Lender may review its participation under this
agreement. Following this review the Lender, at its absolute discretion, may
offer to extend its participation under the Facility Agreement to a date falling
12 months after the Existing Termination Date (New Termination Date) by
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(FREEHILLS LOGO)
    
    4     Commitment, purpose and availability of Facility
 delivering to Sims a signed Renewal Notice attaching a proposed Key Terms
Schedule and/or specifying a revised Margin (as defined in the Group Limit
Facility) for the Overdraft Facility.(b)
    
    The Lenders offer contained in any Renewal Notice delivered in accordance
with clause 4.5(a) may be subject to any conditions precedent or subsequent as the
Lender specifies in its absolute discretion.(c)
    
    If, within 30 days of receiving a Renewal Notice delivered in accordance
with clause 4.5(a):
 (1)
    
    the Borrowers have signed and delivered to the Lender
the Renewal Notice; and(2)
    
    the Lender has notified Sims that it is satisfied in
its absolute discretion that all of the conditions specified in the Renewal
Notice have been satisfied,
 the definition of Final Termination Date contained in clause 1.2 of this
agreement shall be amended to be the New Termination Date and the Key Terms
Schedule and Margin (as defined in the Group Limit Facility) amended in
accordance with the Renewal Notice with effect on and from the date of the
Renewal Notice.(d)
    
    If:
 (1)
    
    the Lender does not deliver a Renewal Notice to the
Borrowers;(2)
    
    the Borrowers do not satisfy any condition in the
relevant Renewal Notice; or(3)
    
    the Borrowers do not sign and return a Renewal Notice
delivered in accordance with clause 4.5(a) within 30 days of having
received it,
 the Final Termination Date will not be amended.(e)
    
    Clause 14.2 of the Common Terms Deed is incorporated here by reference as
if each reference therein to this deed were a reference to this agreement.(f)
    
    Nothing in the Transaction Documents obliges the Lender:
 (1)
    
    to extend any Final Termination Date; or(2)
    
    to provide a Renewal Notice.
 (g)
    
    Each Borrower acknowledges and agrees that the delivery or acceptance of
any Renewal Notice or any amendment to a Transaction Document pursuant to this clause
4.5 or a Renewal Notice does not:
 (1)
    
    affect the validity or enforceability of this agreement
or any other Transaction Document;(2)
    
    prejudice or adversely affect any right, power,
authority, discretion or remedy arising under this agreement or any other
Transaction Document before the date of any amendment under clause 4.5(c);
or
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(FREEHILLS LOGO)
    
    5     Funding and rate setting procedures
 (3)
    
    discharge, release or otherwise affect any liability or
obligation arising under this agreement or any other Transaction Document
before the date of any amendment under clause 4.5(c).
 5
    
    Funding and rate setting procedures5.1
    
    Delivery of Funding Notice
 (a)
    
    If a Borrower requires the provision of a Funding Portion under a Facility
it must deliver to the Lender a Funding Notice.(b)
    
    Clause 5.1(a) does not apply in respect of the provision of a Funding
Portion:
 (1)
    
    under the Overdraft Facility; or(2)
    
    to be provided as a Trade Advance or a Documentary LC
under the Trade Finance Facility, in respect of which the Lender has
received a Trade Advance Request no later than 10.00am local time (in the
city of the applicable Lending Office) 2 Business Days before the proposed
Funding Date.
 (c)
    
    Sims may at any time on a Business Day and within normal working hours,
request that the Lender confirm whether it has determined that a Market Disruption
Event has occurred and is continuing at that time. Without prejudice to the rights
of the Lender under clause 5.7, the Lender shall promptly on receipt of any such
request notify Sims whether at the time such notice is given it has determined that a
Market Disruption Event has occurred.
 5.2
    
    Requirements for a Funding NoticeA Funding Notice to be effective must be:
 (a)
    
    in writing in the form of, and specifying the matters required in:
 (1)
    
    Part A of Schedule 4, in respect of the Cash Advance
Facility or in respect of a Funding Portion to be provided as a Trade
Advance under the Trade Finance Facility;(2)
    
    Part B of Schedule 4, in respect of the Commercial
Bills Facility; and(3)
    
    Part C of Schedule 4 in respect of the Credit Support
Facility or a Funding Portion to be provided as a Documentary LC under the
Trade Finance Facility;
 (b)
    
    be received by the Lender before 11.00am on a Business Day at least 2
Business Days before the proposed Funding Date in respect of Funding Portions to be
provided in Dollars or on a Business Day at least 3 Business Days before the proposed
Funding Date in respect of Funding Portions to be provided in a Foreign Currency (or
any shorter period that the Lender agrees in writing); and
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 page 19




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(FREEHILLS LOGO)
    
    5     Funding and rate setting procedures
 (c)
    
    if a Funding Portion is to be provided in a Foreign Currency on the
relevant Funding Date, specify the Original Dollar Amount of the Funding Portion and
the Foreign Currency in which it is required.
 5.3
    
    Irrevocability of Funding NoticeThe Borrower of a Funding Portion is irrevocably committed to draw Funding Portions from
the Lender in accordance with each Funding Notice given to the Lender.5.4
    
    Amount of Funding PortionsEach Borrower must ensure that the amount of each Funding Portion under the Cash Advance
Facility or Commercial Bills Facility is:
 (a)
    
    if denominated in Dollars, [*];(b)
    
    if denominated in a Foreign Currency, [*]; or(c)
    
    equal to the Undrawn Commitment.
 5.5
    
    Selection of Funding Periods
 (a)
    
    A Borrower of any Funding Portion under the Cash Advance Facility,
Commercial Bills Facility or a Funding Portion to be provided as a Trade Advance or
as Proceeds of Negotiation under the Trade Finance Facility must select the initial
Funding Period which is to apply to the Funding Portion in the Funding Notice
delivered for that Funding Portion.(b)
    
    A Borrower of a Funding Portion under the Cash Advance Facility may select
a subsequent Funding Period which is to apply to the Funding Portion in a Selection
Notice delivered for that Funding Portion.(c)
    
    Each Funding Period:
 (1)
    
    under the Cash Advance Facility must be [*]or any
other period that the Lender agrees with the Borrower;(2)
    
    under the Commercial Bills Facility must be [*];(3)
    
    for a Trade Advance must be [*]; and(4)
    
    for Proceeds of Negotiation must be [*].
 (d)
    
    If a Funding Period ends on a day which is not a Business Day, it is
regarded as ending on the next Business Day in the same calendar month or, if none,
the preceding Business Day.(e)
    
    A Funding Period for a Funding Portion commences either on the first
Funding Date for that Funding Portion or on the last day of the immediately preceding
Funding Period for that Funding Portion.(f)
    
    No Funding Period may end after the Termination Date for a Facility (if
any) or the Final Termination Date.(g)
    
    If a Borrower:
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(FREEHILLS LOGO)
    
    5     Funding and rate setting procedures
 
 (1)
    
    fails to select a Funding Period for a Funding Portion
under clause 5.5(a) or clause 5.5(b); or(2)
    
    selects a Funding Period in a manner which does not
comply with this clause 5.5,
 then that Funding Period will be 1 month or such other period as the Lender
selects.
 5.6
    
    Determination of Funding Rate
 (a)
    
    The Lender must notify Sims of the Funding Rate for a Funding Period for a
Funding Portion as soon as reasonably practicable, and in any event [*], after it has
made its determination of the applicable Base Rate.(b)
    
    Each determination of the Base Rate by the Lender is sufficient evidence of
that rate against the Borrowers unless the contrary is proved.
 5.7
    
    Market disruption
 (a)
    
    If the Lender determines that a Market Disruption Event occurs in relation
to a Funding Portion for any Funding Period, then it shall promptly notify Sims, and
the Base Rate for the Funding Period shall be the rate notified to Sims by the Lender
as soon as practicable and in any event before interest is due to be paid in respect
of that Funding Period, to be that which expresses as a percentage rate per annum the
cost to the Lender of funding that Funding Portion from whatever source or sources it
may reasonably select.(b)
    
    The Lender shall determine the rate notified by it under clause 5.7(a) in
good faith. The rate so notified and any notification under clause 5.7(c) will be
conclusive and binding on the parties in the absence of manifest error.(c)
    
    In this agreement Market Disruption Event means:
 (1)
    
    at or about noon on the Rate Set Date for the relevant
Funding Period the Applicable Screen Rate is not available and none or only
one of the Reference Banks supplies a rate to the Lender to determine the
Base Rate for the relevant currency and period; or(2)
    
    in relation to a Funding Portion for which the Base
Rate was to have been LIBOR or EURIBOR, before 5pm (London time) on the
Business Day after the Rate Set Date for the relevant Funding Period, the
Lender is satisfied that as a result of circumstances affecting the market
generally:
 (A)
    
    the cost to it on the Rate Set Date
of obtaining matching deposits in the Relevant Interbank Market
expressed as a rate percent per annum is or would be in excess of
LIBOR or, if applicable, EURIBOR; or(B)
    
    it is unable to obtain matching
deposits in the Relevant Interbank Market, or
 (3)
    
    in relation to a Funding Portion for which the Base
Rate was to have been BBSY, before 5pm (Sydney time) on the Business Day
after the Rate Set Date for the relevant Funding Period, the Lender is
satisfied
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(FREEHILLS LOGO)
    
    5     Funding and rate setting procedures
 that as a result of circumstances affecting the market generally the
cost to it of funding its participation in the Funding Portion exceeds
BBSY.
 5.8
    
    Confidentiality
 (a)
    
    Each of the Lender and the Borrowers shall keep confidential and not
disclose to any other person, any information relating to the Lender provided under
clause 5.7.(b)
    
    However, the Lender, the Borrowers, or their officers or employees may
disclose such information:
 (1)
    
    to the extent required by any applicable law or
regulation; or(2)
    
    to the extent it reasonably deems necessary in
connection with any actual or contemplated proceedings or a claim with
respect to clauses 5.7 or 5.8.
 5.9
    
    Currency movements
 (a)
    
    On or following each Exchange Rate Calculation Date the Lender may
calculate the Current Dollar Amount as at the Exchange Rate Calculation Date of each
outstanding Funding Portion and notify Sims of any amount required to be paid by it
to the Lender under clause 5.9(b).(b)
    
    If, at an Exchange Rate Calculation Date, the aggregate Current Dollar
Amount of each outstanding Funding Portion is greater than 105% of the Commitment,
the Borrowers must, upon Sims receiving notice from the Lender under clause 5.9(a),
pay to the Lender within 2 Business Days the amount of the difference.(c)
    
    All payments made under clause 5.9(b) must be deposited in an account:
 (1)
    
    with the Lender;(2)
    
    on which interest will accrue (and form part of the
deposit on payment) at the usual 30 day deposit rate of the Lender for that
type of account; and(3)
    
    are only available to the Borrower in accordance with
clause 5.9(d) or upon termination and discharge of each Transaction
Document and each Credit Support Document.
 (d)
    
    If, at an Exchange Rate Calculation Date, the aggregate Current Dollar
Amount of each outstanding Funding Portion is less than the sum of:
 (1)
    
    the Commitment; and(2)
    
    the balance of deposits held by the Lender under clause
5.9(c),
 then Sims may direct the Lender to apply (and if so directed the Lender must
apply) the lesser of the amount of the difference and the balance of the deposits
towards repayment or prepayment of the Principal Outstanding under a Facility.
 [*] Confidential Treatment Requested
 page 22




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(FREEHILLS LOGO)
    
    6     Cash Advance Facility
 
 5.10
    
    Unavailability of a currencyIf, before the specified time for determining the Applicable Screen Rate for a Funding
Portion on the Rate Set Date under a Facility (other than the Credit Support Facility) to
be denominated in a Foreign Currency (other than USD) on any Rate Set Date:
 (a)
    
    Sims has received notice from the Lender that the Foreign Currency
requested for that Funding Portion is not readily available to the Lender in the
amount required or is not freely convertible into Dollars or USD in the Relevant
Interbank Market; or(b)
    
    the Lender notifies the Borrowers that compliance with its obligation to
provide the Funding Portion in the proposed Foreign Currency would require the Lender
to obtain an Authorisation which has not already been obtained, would contravene a
law or regulation applicable to it or is otherwise impossible or impracticable,
 then the Lender will not be required to provide that Funding Portion in the Foreign
Currency, but must if requested by Sims, provide that Funding Portion in USD.6
    
    Cash Advance Facility6.1
    
    Provision of Funding Portions
 (a)
    
    If a Borrower gives a Funding Notice for a Funding Portion under the Cash
Advance Facility denominated in Dollars, the Lender must provide, subject to this
agreement, the Funding Portion in Same Day Funds.(b)
    
    If a Borrower gives a Funding Notice for a Funding Portion denominated in a
Foreign Currency, and, in the case of a Foreign Currency other than an Available
Currency, the Lender in its absolute discretion consents to provide the Funding
Portion in that Foreign Currency the Lender must provide, subject to this agreement,
the Funding Portion in Same Day Funds in the Foreign Currency specified not later
than 12 noon (being the time in the place of payment) on the specified Funding Date
to the account specified by the Borrower in the Funding Notice and otherwise in
accordance with the relevant Funding Notice.
 6.2
    
    Number of Funding PortionsThe Borrowers must ensure that no more than [*]Funding Portions under the Cash Advance
Facility are outstanding at any time.6.3
    
    Consolidation and division of Funding Portions
 (a)
    
    If 2 or more Funding Portions under the Cash Advance Facility have Funding
Periods which are of the same duration, then those Funding Portions will be
consolidated into, and treated as, a single Funding Portion.(b)
    
    If a Borrower requests in a Selection Notice that a Funding Portion for the
Cash Advance Facility be divided into 2 or more Funding Portions with different
Funding Periods selected by the Borrower in a manner which complies with
 [*] Confidential Treatment Requested
 page 23




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(FREEHILLS LOGO)
    
    6     Cash Advance Facility
 clause 5.5, then that Funding Portion will be divided into the amounts and with
the Funding Periods specified in the Selection Notice.
 6.4
    
    Selection NoticeA Selection Notice to be effective must be:
 (a)
    
    in writing in the form of Schedule 5; and(b)
    
    received by the Lender before 11.00am on a Business Day [*]before the
Selection Date for a relevant Funding Portion funded in Dollars and [*] before the Selection Date for a relevant Funding Portion funded in a
Foreign Currency under the Cash Advance Facility (or any shorter period that the
Lender agrees in writing).
 6.5
    
    RepaymentEach Borrower must repay each Funding Portion made to it and all other Outstanding Moneys:
 (a)
    
    in full on the earlier of:
 (1)
    
    the Termination Date for the Cash Advance Facility (if
any); and(2)
    
    the Final Termination Date; and
 (b)
    
    otherwise as required under this agreement.
 6.6
    
    Prepayment under Cash Advance Facility
 (a)
    
    A Borrower may prepay all or part of the Principal Outstanding under the
Cash Advance Facility by giving the Lender [*] prior notice
specifying:
 (1)
    
    the prepayment date;(2)
    
    the relevant Funding Portions which are to be prepaid
in whole or in part.
 (b)
    
    Prepayment of part of the Principal Outstanding under the Cash Advance
Facility that is denominated in an Available Currency may only be made:
 (1)
    
    in the case of any prepayment denominated in and
permitted to be made in Dollars, [*]; and(2)
    
    in the case of any prepayment denominated in and
permitted to be made in a Foreign Currency, [*].
 (c)
    
    The Borrowers must prepay the amount specified in the prepayment notice on
the prepayment date specified in the notice together with all unpaid interest accrued
to the prepayment date in respect of the prepaid amount.(d)
    
    The Commitment is not reduced by an amount prepaid under this clause 6.6
and accordingly, subject to this agreement, a prepaid amount may be redrawn.
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(FREEHILLS LOGO)
    
    6     Cash Advance Facility
 (e)
    
    A notice given under clause 6.6(a) is irrevocable.
 6.7
    
    Prepayment dateThe Borrower may make a prepayment under clause 6.6 on any Business Day.6.8
    
    Interest
 (a)
    
    The Borrower of a Funding Portion under the Cash Advance Facility must pay
interest on the principal amount of the Funding Portion for each Funding Period at
the Funding Rate for the Funding Period.(b)
    
    Interest is calculated on daily balances on the basis of a 365 day year (in
the case of a Funding Portion denominated in AUD or Sterling) and on the basis of a
360 day year (in the case of a Funding Portion other than one denominated in AUD or
Sterling) and for the actual number of days elapsed from and including the first day
of each Funding Period to, but excluding, the last day of the Funding Period or, if
earlier, the date of prepayment or repayment of the Funding Portion under this
agreement.(c)
    
    The Borrowers must pay accrued interest in arrears to the Lender on each
Interest Payment Date.
 6.9
    
    Liquidity Bills
 (a)
    
    The Borrowers irrevocably and for value authorise the Lender, at its
option, to prepare Liquidity Bills in respect of a Funding Portion under the Cash
Advance Facility so that:
 (1)
    
    their total face value amount does not exceed the
outstanding principal amount of the Funding Portion and total interest
payable to the Lender in respect of the Funding Portion;(2)
    
    their maturity date is not later than the last day of
the Funding Period for that Funding Portion,
 and to sign them as drawer or endorser in the name of and on behalf of the relevant
Borrower.
 (b)
    
    The Lender may negotiate or deal with any Liquidity Bill prepared by it as
it sees fit and for its own benefit.(c)
    
    The Lender must pay any Tax on or in respect of the Liquidity Bills and any
dealing with the Liquidity Bills.(d)
    
    The Lender indemnifies a Borrower of a Funding Portion under the Cash
Advance Facility against any Loss which the Borrower suffers, incurs or is liable for
in respect of the Borrower being a party to a Liquidity Bill.(e)
    
    Nothing in clause 6.9(d) affects a Borrowers obligations under this
agreement (including any Borrowers obligations in relation to the payment of the
Outstanding Moneys) which are absolute and unconditional obligations and not affected
by any actual or contingent liability of the Lender to a Borrower under clause
6.9(d).
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    7     Commercial Bills Facility
 (f)
    
    If a Borrower discharges any Liquidity Bill by payment, the amount of that
payment is regarded as applied on the date of payment against the money owing by the
Borrower to the Lender.
 6.10
    
    FeesThe Borrowers will pay to the Lender such fees referable to the Cash Advance Facility
initially as specified in the Fee Schedule and thereafter as advised by the Lender from
time to time.7
    
    Commercial Bills Facility7.1
    
    Bill acceptance and endorsement procedureWhere a Funding Notice has been delivered in accordance with clause 5.2, Bills have been
delivered to the Lender under clause 7.2 or prepared by it under clause 7.3 and where this
clause 7 has been complied with in respect of those Bills the Lender must, subject to this
agreement:
 (a)
    
    in respect of Bills it is required to accept, accept those Bills;(b)
    
    in respect of Bills it is required to endorse, endorse those Bills;(c)
    
    in respect of Bills it is required to discount, insert as payee itself (if
not already done) or such other person it has arranged to purchase those Bills.
 7.2
    
    Preparation of BillsIf a Borrower gives a Funding Notice for a Bill Funding the Borrower must:
 (a)
    
    prepare Bills comprised in a Bill Funding in accordance with clause 7.4;(b)
    
    sign each Bill in the Borrowers relevant capacity;(c)
    
    if a third party is named as drawer, cause the third party to sign the
Bills as drawer; and(d)
    
    deliver those Bills to the Lender:
 (1)
    
    [*]if the Lender is required to accept and discount or
endorse and discount those Bills; and(2)
    
    [*]if the Lender is required to accept only or endorse
only those Bills.
 7.3
    
    Failure to prepare BillsIf:
 (a)
    
    the Borrower of a Bill Funding fails to prepare or sign or deliver Bills in
accordance with clause 7.2; or(b)
    
    the Lender elects to do so,
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(FREEHILLS LOGO)
    
    7     Commercial Bills Facility
 each Borrower irrevocably authorises the Lender to prepare and sign (by one of its
Officers) as drawer, acceptor or endorser those Bills on behalf of the Borrower and in
accordance with clause 7.4.
 7.4
    
    Form of Bills
 (a)
    
    Each Bill comprised in a Bill Funding must:
 (1)
    
    be in the form approved by the Lender from time to
time;(2)
    
    be payable on a specified date and so as to exclude
days of grace for payment;(3)
    
    have a maturity date which is a Business Day before the
end of the Availability Period;(4)
    
    have a tenor equal to its Funding Period selected in
the relevant Funding Notice (or any other period agreed to by the Lender)
or required by this agreement (but not greater than 185 nor less than 30
days);(5)
    
    for Bills the Lender is required to accept, be drawn
with the Borrower of the Bill Funding as drawer and the Lender as acceptor
and the Lender as payee, or at the Lenders option, or if the Lender is not
discounting the Bill, with the name of the payee left blank;(6)
    
    for Bills the Lender is required to endorse, be drawn
with a third party named as drawer and the Borrower of the Bill Funding as
acceptor and the Lender as payee;(7)
    
    for Bills the Lender is required to accept, be
expressed to be payable at the Lending Office or such other place as the
Lender may notify from time to time; and(8)
    
    be denominated in Dollars.
 (b)
    
    The aggregate Face Value Amount of all Bills comprised in a Bill Funding
must equal the aggregate amount of the Bill Funding requested under the relevant
Funding Notice.(c)
    
    The Lender may vary the term and maturity date of any Bill comprised in a
Bill Funding, despite any different term or maturity date requested in the relevant
Funding Notice, if in the Lenders opinion the variation is necessary so as to ensure
that each Bill complies with this agreement, in particular clauses 7.4(a) and 7.4(b).(d)
    
    Each Borrower and the Lender must observe the requirements of the Bills of
Exchange Act 1909 (Cth) to ensure the validity of each Bill.
 7.5
    
    Restriction on use by the LenderThe Lender must not use or deal with any Bill delivered to or prepared by it under this
clause 7 except in accordance with this clause 7.
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(FREEHILLS LOGO)
    
    7     Commercial Bills Facility
 
 7.6
    
    Tax on Bills
 (a)
    
    The Borrower of a Bill Funding must pay any Tax (other than an Excluded
Tax) on or in respect of Bills and any dealing with Bills and the proceeds of Bills.(b)
    
    To the extent possible, any such Tax must be paid before any Bills are
delivered to the Lender under clause 7.2.
 7.7
    
    Signing of Bills and appointment of Lender as attorney
 (a)
    
    All Bills under the Commercial Bills Facility to be signed by a Borrower
(whether as drawer, acceptor or endorser) must be signed by an Officer on its behalf.(b)
    
    The Borrower must, immediately upon any change occurring in the identity of
its Officers authorised to sign, draw, accept and endorse Bills on its behalf,
provide to the Lender a new certificate satisfactory to the Lender to replace any
certificate provided under clause 2.1.(c)
    
    Each Borrower irrevocably authorises and appoints the Lender and each
Officer of the Lender as its attorney to prepare and execute for and on behalf of,
and in the name of, any Borrower and to complete all Bills required by a Borrower for
a Bill Funding.(d)
    
    Each Borrower must ratify and confirm anything done or caused to be done by
its attorney pursuant to the power and authority granted by it under clause 7.7(c) or
by the Lender in respect of any Bill which conforms with the relevant Funding Notice
(as varied pursuant to clause 7.4(c)) and this agreement.
 7.8
    
    Notification of rate and discounting procedure
 (a)
    
    Where a Bill Funding has been requested, the Lender must not later than
10.45am (Sydney time) on the Funding Date notify the Bill Discount Rate for that
Funding Date to Sims.(b)
    
    If:
 (1)
    
    before 11.15am (Sydney time) on the Funding Date the
Borrower of the Bill Funding accepts the Lenders Bill Discount Rate and
requests the Lender to discount Bills; or(2)
    
    the Borrower of the Bill Funding has requested the
Lender to discount Bills in the relevant Funding Notice,
 the Lender must discount, or procure the discount of, those Bills at the Bill Discount
Rate notified by it under clause 7.8(a) and, subject to clause 7.14(b), it must pay to the
Borrower by 2.00 pm (Sydney time) on the Funding Date the aggregate Face Value Amount of
the Bills less the aggregate of:
 (3)
    
    [*]in respect of each Bill;(4)
    
    [*]in respect of those Bills;(5)
    
    any amount payable by the Borrower under clauses 7.6,
7.10 or 7.11 which remains unpaid; and
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(FREEHILLS LOGO)
    
    7     Commercial Bills Facility
 (6)
    
    any Outstanding Current Bill Amount in respect of Bills
under the Commercial Bills Facility on the Funding Date.
 (c)
    
    Any amount deducted by the Lender under clause 7.8(b)(5) or 7.8(b)(6) must
be applied in discharge of the Borrowers obligations to the Lender under clauses
7.10 or 7.11, or in payment of the relevant amount of Tax, as the case may be.
 7.9
    
    Bills accepted or endorsed but not discountedIf the Lender is not required to discount Bills under clause 7.8:
 (a)
    
    before 1.00pm (Sydney time) on the Funding Date the Lender must, following
acceptance or endorsement of the Bills in accordance with clause 7.1, release the
Bills to the Borrower of the Bill Funding at the Lending Office but only against
receipt of Same Day Funds for:
 (1)
    
    the Bill Acceptance / Endorsement Fee in respect of
those Bills;(2)
    
    any amount payable by a Borrower under clauses 7.6,
7.10 or 7.11 which remains unpaid;(3)
    
    any Outstanding Current Bill Amount in respect of Bills
under the Commercial Bills Facility on the Funding Date; and
 (b)
    
    each Borrower agrees that the Lender is entitled to participate in any
tender or other process under which the Bills are discounted.
 7.10
    
    Borrowers primary liability to pay BillsAs between the Lender and the Borrowers, the Borrowers are primarily liable in respect of
Bills accepted by the Lender or endorsed by the Lender and accordingly the liability of a
Borrower with respect to any Bill is not discharged if the Lender pays the Bill as
acceptor or endorser or becomes the holder of the Bill at any time whether before, on or
after maturity.7.11
    
    Indemnity in respect of BillsThe Borrowers indemnify the Lender against any claim, action, damage, loss, liability,
cost, charge, expense, outgoing or payment (including, but not limited to, any Tax
referred to in clause 7.6) which the Lender suffers, incurs or is liable for by reason of
or arising out of or in consequence of the Lender signing, drawing, accepting or endorsing
any Bill or otherwise dealing with any Bill in the manner contemplated by this agreement.7.12
    
    Variation of proceduresThe Lender may vary any of the times at or by which any thing is to be done under this
clause 7 to ensure the effective operation of the procedures contemplated by this clause
7. Any such variation will be binding on the Borrowers immediately upon Sims being
notified of it.7.13
    
    Fees
 (a)
    
    On each Funding Date on which a Bill Funding is made, including in respect
of a Bill Funding drawn in accordance with clause 7.14(e), the Borrowers must pay
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(FREEHILLS LOGO)
    
    7     Commercial Bills Facility
 to the Lender [*], an amount equal to [*]per annum of the Face Value Amount of
each Bill accepted by the Lender on that Funding Date, calculated for the number
of days in the tenor of each Bill on the basis of a 365 day year.(b)
    
    The Borrowers will pay to the Lender such other fees referable to the
Commercial Bills Facility initially as specified in the Fee Schedule and thereafter
as advised from time to time by the Lender to the Borrowers with at least 30 days
notice.
 7.14
    
    Repayment by cash cover and netting
 (a)
    
    Subject to clause 7.14(b), the Borrower must not later than 1.00pm (Sydney
time) on the maturity date for a Bill comprised in a Bill Funding which is accepted
by the Lender, or endorsed and held at maturity by the Lender, pay to the Lender an
amount equal to the Face Value Amount of the Bill.(b)
    
    If all or part of a Bill Funding is to be redrawn on the last day of its
Funding Period, then on that day the only amount that must be paid or made available
by the Lender or the Borrowers, as the case may be depending on the amount of the
Bill Funding, is the difference between:
 (1)
    
    the amount which the Borrowers are required to pay to
the Lender in respect of Bills maturing on that day under clause 7.14(a)
and 7.14(d) plus any amount the Borrowers are required to pay on that date
under clauses 7.8(b)(4) and 7.8(b)(5); and(2)
    
    any Net Bill Proceeds (excluding the amount payable
under clause 7.8(b)(6)) which the Lender is required to pay or make
available to the Borrower in respect of replacement Bills on that day under
clause 7.8.
 (c)
    
    Clause 7.8(b) applies to clause 7.14(b) only to the extent specified in
clause 7.14(b).(d)
    
    In respect of a Bill endorsed by the Lender and held by a third party at
maturity the Borrower of the relevant Bill Funding must:
 (1)
    
    on the maturity date immediately notify the Lender when
the Borrower discharges that Bill; and(2)
    
    if demand is made on the Lender as endorser of the Bill
immediately on demand pay to the Lender an amount equal to the Face Value
Amount of the Bill.
 (e)
    
    If, on the maturity date for a Bill comprised in a Bill Funding, a Borrower
has not paid any amount payable to the Lender in accordance with clauses 7.14(a),
7.14(b) or 7.14(d), each Borrower irrevocably authorises and appoints the Lender and
each Officer of the Lender as its attorney to prepare and execute for and on behalf
of, and in the name of, any Borrower and to complete all Bills required by a Borrower
for a Bill Funding, as in the opinion of the Lender are necessary and in such amounts
as are sufficient to result in Net Bill Proceeds of an amount equal to the amount of
any such payment otherwise payable to the Lender under clauses 7.14(a), 7.14(b) or
7.14(d).(f)
    
    Each Borrower must ratify and confirm anything done or caused to be done by
its attorney pursuant to the power and authority granted by it under clause 7.14(e).
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    8     Credit Support Facility
 
 7.15
    
    Acknowledgment regarding signed BillsThe Borrowers acknowledge that if the Lender, without actual notice to the contrary,
relies on Bills which appear to have genuine signatures of Officers of a Borrower, the
Lender has no further duty to enquire as to the signatorys authority or any other matters
in connection with execution of the Bill and the indemnity in clause 7.11 will not be
affected by any lack of authority, fraud or forgery by any person (other than the Lender
or its employees).8
    
    Credit Support Facility8.1
    
    Issue of Credit Support DocumentsIf a Borrower gives a Funding Notice under the Credit Support Facility, the Lender must,
subject to this agreement, issue each Credit Support Document requested in the Funding
Notice on the specified Funding Date in the specified Available Currency and otherwise in
accordance with that Funding Notice.8.2
    
    Additional Funding Notice requirementsEach Funding Notice requesting the issue of any Credit Support Document must, in addition
to satisfying clause 5.2, specify in relation to each requested Credit Support Document:
 (a)
    
    details of each Beneficiary Contract to which it relates (including,
without limitation, details of the Beneficiary and the terms and conditions of any
Beneficiary Contract (by annexing a copy to the Funding Notice or by any other means
acceptable to the Lender in its absolute discretion);(b)
    
    whether it is required to be in the form of a Standby LC or Bank Guarantee;(c)
    
    its proposed Funding Date;(d)
    
    its proposed Expiry Date;(e)
    
    the currency in which it is to be denominated;(f)
    
    its Face Value Amount in Dollars or, if it is to be denominated in a
Foreign Currency, its Face Value Amount in the Foreign Currency;(g)
    
    the effective interest rate, and the period for which that interest is to
accrue, if applicable, under any Finance Contract to which it relates; and(h)
    
    any other information the Lender may reasonably require from time to time.
 8.3
    
    Form of Credit Support DocumentsA Credit Support Document must:
 (a)
    
    be substantially in a form acceptable to the Lender, in its sole
discretion;(b)
    
    unless otherwise agreed by the Lender, have a minimum Face Value Amount:
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(FREEHILLS LOGO)
    
    8     Credit Support Facility
 
 (1)
    
    if denominated in Dollars, of [*]; or(2)
    
    if denominated in a Foreign Currency, [*]of [*];
 (c)
    
    be payable at a Lending Office;(d)
    
    only be payable on a Business Day;(e)
    
    unless otherwise agreed by the Lender, have an Expiry Date which is before
the Termination Date for the Credit Support Facility (if any) and the Final
Termination Date;(f)
    
    have an Expiry Date which is a date not more than 14 days after the
termination date of any Beneficiary Contract to which it relates unless otherwise
agreed;(g)
    
    be irrevocable and non transferable; and(h)
    
    be denominated in an Available Currency.
 8.4
    
    Prepayment under Credit Support Facility
 (a)
    
    A Borrower may prepay the Principal Outstanding in relation to any Current
Credit Support Document issued under the Credit Support Facility by giving the Lender
[*]notice specifying:
 (1)
    
    the prepayment date; and(2)
    
    the relevant Current Credit Support Documents.
 (b)
    
    The Borrowers must prepay each Current Credit Support Document specified in
the prepayment notice on the prepayment date specified in the notice by either:
 (1)
    
    returning to the Lender the originals of each Current
Credit Support Document specified in the prepayment notice for cancellation
by the Lender or an acknowledgement from each Beneficiary of each such
Credit Support Document in favour of the Lender that each such Beneficiary
has no right to make a claim under the relevant Credit Support Document; or(2)
    
    paying cash cover to the Lender in Same Day Funds and
in Dollars in an amount equal to the Current Dollar Amount of each Current
Credit Support Document specified in the prepayment notice.
 (c)
    
    The Lender must apply any cash cover received by it under clause 8.4(b)(2)
in accordance with clause 13.3.(d)
    
    A notice given under clause 8.4(a) is irrevocable.
 8.5
    
    Prepayment dateThe Borrower may make a prepayment under clause 8.4 on any Business Day.8.6
    
    Cash coverThe Borrowers must not later than 1.00pm (Sydney time) on the earlier of:
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    8     Credit Support Facility
 
 (a)
    
    the Termination Date for the Credit Support Facility; and(b)
    
    the Final Termination Date,
 repay each Current Credit Support Document by either:
 (c)
    
    returning to the Lender the originals of each Current Credit Support
Document for cancellation by the Lender or an acknowledgement from each Beneficiary
of each such Credit Support Document in favour of the Lender that each such
Beneficiary has no right to make a claim under the relevant Credit Support Document;
or(d)
    
    paying cash cover to the Lender in Same Day Funds and in Dollars in an
amount equal to the Current Dollar Amount of each Current Credit Support Document.
 8.7
    
    Fees
 (a)
    
    On each Funding Date on which a Credit Support Document is issued to the
Borrowers, and thereafter on each date falling 6 months after the date on which a
Credit Support Document is issued to the Borrowers, the Borrowers must pay to the
Lender a fee equal to the greater of:
 (1)
    
    the Credit Support Document Fee Rate per annum of the Face Value Amount of each Credit
Support Document issued, calculated for the 6 month period following the
date on which the fee is payable, up to and including the Expiry Date of
the relevant Credit Support Document and on the basis of a 365 day year;
and(2)
    
    $80.00 for each Credit Support Document issued.
 (b)
    
    The Borrowers will pay to the Lender such other fees referable to the
Credit Support Facility initially as specified in the Fee Schedule and thereafter as
advised by the Lender from time to time.
 8.8
    
    Tax on Credit Support DocumentsThe Borrowers must pay any Tax (other than an Excluded Tax) on or in respect of any issued
Credit Support Document.8.9
    
    Liability of Borrowers
 (a)
    
    If the Lender makes any payment to a Beneficiary under a Credit Support
Document, the Borrowers must pay to the Lender immediately on demand Same Day Funds
in the same amount and in the same currency as the payment made by the Lender to the
Beneficiary.(b)
    
    The liability of the Borrowers under clause 8.9(a) in respect of any Credit
Support Document is a continuing obligation and only ceases upon the Borrower paying
to the Lender all amounts required to be paid under this agreement in respect of the
Credit Support Document.
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    8     Credit Support Facility
 
 8.10
    
    Early expiration or reduction
 (a)
    
    The Borrowers may agree with a Beneficiary to vary a Credit Support
Document so that:
 (1)
    
    the Credit Support Document will expire on a date
before the Expiry Date; or(2)
    
    the Face Value Amount of the Credit Support Document is
reduced,
 or both, but the agreement is not binding upon the Lender in any case unless the
Lender has given its prior written consent such consent not to be unreasonably
withheld or delayed.(b)
    
    The consent of the Lender under clause 8.10(a) will only be given if:
 (1)
    
    the proposed variation has been notified in writing to
the Lender by Sims;(2)
    
    except in the case of Bank Guarantees, the
Beneficiarys bank has notified the Lender that it agrees to the proposed
variation; and(3)
    
    Sims has requested the Lender to re-issue a replacement
Credit Support Document incorporating the proposed variation,
 and any consent only becomes effective when the original Credit Support Document
is returned to the Lender or, if the Credit Support Document has been lost or
destroyed, when the Lender receives, in a form and substance satisfactory to it,
a written confirmation (on the Beneficiarys letterhead) given by a director or
other officer acceptable to the Lender of the Beneficiary, as to the
circumstances of the loss or destruction of the original Credit Support Document
and acknowledging that no claim will be made under it.
 8.11
    
    Beneficiary Contracts and notificationEach Borrower must:
 (a)
    
    use all reasonable endeavours to comply with all its obligations under or
in respect of each Beneficiary Contract; and(b)
    
    give notice to the Lender promptly upon becoming aware of any:
 (1)
    
    material breach of any term by a Transaction Party; or(2)
    
    termination, rescission or discharge,
 of any Beneficiary Contract.8.12
    
    Obligations of the LenderIf a Beneficiary satisfies all requirements of a Credit Support Document regarding payment
under the Credit Support Document, the Lender must pay the Beneficiary despite:
 (a)
    
    any breach by a Borrower or any other Transaction Party of any of its
obligations under any Transaction Document or of any provision of a Beneficiary
Contract;
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(FREEHILLS LOGO)
    
    8     Credit Support Facility
 (b)
    
    any direction by a Borrower to the Lender not to pay;(c)
    
    any right of set off or other claim which a Borrower or any other
Transaction Party may have against the Beneficiary;(d)
    
    any dispute between a Borrower or any other Transaction Party and the
Beneficiary;(e)
    
    any dispute by a Borrower as to the obligation of the Lender to make
payment; or(f)
    
    any other thing notified or known to the Lender relating to a Borrower, any
other Transaction Party and any Beneficiary.
 8.13
    
    Indemnity in respect of Credit Support DocumentThe Borrowers jointly and severally indemnify the Lender against any Loss which the Lender
pays, suffers, incurs or is liable for by reason of, arising out of, or in consequence of:
 (a)
    
    the Lender issuing, making payment under or consenting to any amendment to
or variation of any Credit Support Document;(b)
    
    any claim or purported claim for payment under a Credit Support Document;
or(c)
    
    anything done by any person who is or claims to be entitled to the benefit
of a Credit Support Document,
 provided that the Lender has acted with due care in connection with the Credit Support
Document and other than any Loss due to the negligent failure of the Lender to enquire as
to whether any notice or demand has been inaccurately transmitted or received from any
cause whatsoever or has been given or sent by an unauthorised person.
 8.14
    
    Unconditional nature of Borrowers obligations
 (a)
    
    The obligations of a Borrower under this agreement, including clause 8.13,
are absolute and unconditional and are not released or discharged or otherwise
affected by anything which but for this provision might have that effect, including:
 (1)
    
    any set off, deduction, counterclaim, agreement,
defence, suspension, deferment or other claim which the Borrower or any
other Transaction Party may have against the Lender or any Beneficiary;(2)
    
    any falsity, inaccuracy, insufficiency or forgery of or
in any communication which on its face purports to be a communication
signed or authorised under any Relevant Credit Support Document;(3)
    
    any communication inaccurately transmitted or received
or sent by an unauthorised person;(4)
    
    any impossibility or illegality of performance of any
Relevant Credit Support Document;
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(FREEHILLS LOGO)
    
    9     Trade Finance Facility
 (5)
    
    any act of any Government Agency, court or arbitrator
or application of any law (present or future) in any jurisdiction affecting
any of the terms of any Relevant Credit Support Document;(6)
    
    any failure by any person to obtain any Authorisation
or other approval or consent necessary or appropriate in connection with
any Relevant Credit Support Document;(7)
    
    any falsity, inaccuracy, insufficiency or forgery of or
in any document presented to the Lender as a Beneficiary Contract or
otherwise in respect of a Credit Support Document and which appears to the
Lender in its opinion to correspond to the documents specified in the
Funding Notice requesting the relevant Credit Support Document or otherwise
required under the relevant Credit Support Document;(8)
    
    any Relevant Credit Support Document which is wholly or
partly void, voidable, unenforceable or invalid; or(9)
    
    any other act, omission, matter or thing whatsoever
whether negligent or not, provided that the Lender has acted with due care
in connection with the Credit Support Document and other than a negligent
failure of the Lender to enquire as to whether any notice or demand has
been inaccurately transmitted or received from any cause whatsoever or has
been given or sent by an unauthorised person.
 (b)
    
    The Lender is not liable for any failure, and is not required to make any
enquiries, in respect of any matter listed in clause 8.14(a) with respect to any
claim which on its face complies with the relevant Credit Support Document.(c)
    
    Clauses 8.14(a) and 8.14(b) apply irrespective of:
 (1)
    
    the consent or knowledge, or lack of consent or
knowledge, of the Lender, any Transaction Party or any other person of any
event described in clause 8.14(a); or(2)
    
    any rule of law or equity to the contrary.
 9
    
    Trade Finance Facility9.1
    
    Additional Funding Notice requirements
 (a)
    
    Each Funding Notice requesting the issue of a Funding Portion under the
Trade Finance Facility must, in addition to satisfying clause 5.2, specify in
relation to each requested Funding Portion:
 (1)
    
    whether the requested Funding Portion is to be provided
as a Documentary LC, Proceeds of Negotiation or a Trade Advance; and(2)
    
    the relevant Obligation to which the Funding Portion
applies.
 (b)
    
    Each Funding Notice requesting that a Funding Portion be provided as a
Documentary LC must, in addition to satisfying clause 5.2, specify in relation to
each requested Documentary LC:
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(FREEHILLS LOGO)
    
    9     Trade Finance Facility
 
 (1)
    
    details of each Beneficiary Contract to which it
relates (including, without limitation, details of the Beneficiary and the
terms and conditions of any Beneficiary Contract (by annexing a copy to the
Funding Notice or by any other means acceptable to the Lender in its
absolute discretion);(2)
    
    the form of the Payment Documents (by annexing a copy
of the form of each Payment Document or a detailed description of it to the
Funding Notice);(3)
    
    all other required terms and conditions of the
Documentary LC (by annexing an Application for Irrevocable Documentary
Credit);(4)
    
    its proposed Funding Date;(5)
    
    its proposed Expiry Date;(6)
    
    the currency in which it is to be denominated;(7)
    
    its Face Value Amount in Dollars or, if it is to be
denominated in a Foreign Currency, its Face Value Amount in the Foreign
Currency;(8)
    
    the effective interest rate, and the period for which
that interest is to accrue, if applicable, under any Finance Contract to
which it relates; and(9)
    
    any other information the Lender may reasonably require
from time to time.
 (c)
    
    Each Funding Notice requesting that a Funding Portion be provided as
Proceeds of Negotiation must be accompanied by:
 (1)
    
    such application forms and authorities as are required
by the Lender in its discretion; and(2)
    
    the relevant Foreign Bill.
 9.2
    
    Provision of AdvancesIf Part 4 of the Key Terms Schedule specifies that Trade Advances are Available and a
Borrower gives a Funding Notice for a Trade Advance:
 (a)
    
    denominated in Dollars, the Lender must provide, subject to this agreement,
the Funding Portion in Same Day Funds, to be applied in accordance with clause 9.3;(b)
    
    denominated in a Foreign Currency, and, in the case of a Foreign Currency
other than an Available Currency, the Lender in its absolute discretion consents to
provide the Funding Portion in that Foreign Currency, the Lender must provide,
subject to this agreement, the Funding Portion in Same Day Funds in the Foreign
Currency specified not later than 12 noon (being the time in the place of payment) on
the specified Funding Date, to be applied in accordance with clause 9.3.
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(FREEHILLS LOGO)
    
    9     Trade Finance Facility
 
 9.3
    
    Application of Trade AdvancesThe Lender will apply each Trade Advance under the Trade Finance Facility towards
satisfaction of the Obligation specified in the Funding Notice, on the Funding Date
specified in that Funding Notice.9.4
    
    Repayment of Trade AdvancesEach Borrower must repay each Trade Advance on the Interest Payment Date for that Funding
Portion.9.5
    
    Interest on Advances
 (a)
    
    The Borrower of a Trade Advance must pay interest on the principal amount
of the Trade Advance at the Funding Rate for the Funding Period.(b)
    
    Interest is calculated on daily balances on the basis of a 365 day year (in
the case of a Trade Advance denominated in AUD or Sterling) and on the basis of a 360
day year (in the case of an Advance other than one denominated in AUD) and for the
actual number of days elapsed from and including the first day of each Funding Period
to, but excluding, the last day of the Funding Period or, if earlier, the date of
prepayment or repayment of the Trade Advance under this agreement.(c)
    
    The Borrowers must pay accrued interest in arrears to the Lender at the end
of each month during the Funding Period and on the Interest Payment Date for the
Advance.
 9.6
    
    Issue of Documentary LCsIf Part 4 of the Key Terms Schedule specifies that Documentary LCs are Available and a
Borrower gives a Funding Notice requesting a Documentary LC under the Trade Finance
Facility, the Lender must, subject to this agreement, issue each Documentary LC requested
in the Funding Notice on the specified Funding Date in the specified Available Currency
and otherwise in accordance with that Funding Notice.9.7
    
    Form of Documentary LCsA Documentary LC must:
 (a)
    
    be substantially in a form acceptable to the Lender, in its sole
discretion;(b)
    
    be payable at a Lending Office;(c)
    
    only be payable on a Business Day;(d)
    
    unless otherwise agreed by the Lender, have an Expiry Date which is before
the Termination Date for the Trade Finance Facility (if any) and the Final
Termination Date;(e)
    
    have an Expiry Date which is a date not more than 14 days after the
termination date of any Beneficiary Contract to which it relates unless otherwise
agreed;(f)
    
    be irrevocable and non transferable; and
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(FREEHILLS LOGO)
    
    9     Trade Finance Facility
 (g)
    
    be denominated in an Available Currency.
 9.8
    
    Credit Support Document terms apply to Documentary LCClauses 8.4 to 8.6 (inclusive) and clauses 8.8 to 8.14 (inclusive) apply to each
Documentary LC provided under the Trade Finance Facility as though each reference to the
Credit Support Facility were to the Trade Finance Facility, each reference to a Credit
Support Document were to a Documentary LC and each reference to a Current Credit Support
Document were to a Current Documentary LC.9.9
    
    Foreign Bills NegotiationIf Part 4 of the Key Terms Schedule specifies that Proceeds of Negotiation are Available
and a Borrower gives a Funding Notice for Proceeds of Negotiation the Lender must, subject
to this agreement, negotiate Foreign Bills duly presented to the Lender for negotiation
and shall pay the Proceeds of Negotiation to the Borrower of the Funding Portion.9.10
    
    Interest on Proceeds of Negotiation
 (a)
    
    The Borrower of a Funding Portion provided as Proceeds of Negotiation must
pay interest on the principal amount of the Proceeds of Negotiation at the Funding
Rate for the Funding Period.(b)
    
    Interest is calculated on daily balances on the basis of a 365 day year (in
the case of Proceeds of Negotiation denominated in AUD or Sterling) and on the basis
of a 360 day year (in the case of Proceeds of Negotiation other than one denominated
in AUD or Sterling) and for the actual number of days elapsed from and including the
first day of each Funding Period to, but excluding, the last day of the Funding
Period or, if earlier, the date of prepayment or repayment of the Proceeds of
Negotiation under this agreement.(c)
    
    The Borrowers must pay accrued interest in arrears to the Lender on each
Interest Payment Date for the relevant Funding Portion and on the date on which the
Proceeds of Negotiation are repaid to the Lender in full in accordance with clause
9.11.
 9.11
    
    Repayment of Proceeds of Negotiation
 (a)
    
    The Borrowers must procure that any Funding Portion provided as Proceeds of
Negotiation is repaid in full on or before the expiry date of the relevant Foreign
Bill negotiated by the Lender in accordance with clause 9.9.(b)
    
    The parties acknowledge and agree that payment or reimbursement in full by
a counterparty bank under a Foreign Bill negotiated by the Lender in accordance with
clause 9.9 will be deemed to be a repayment of the relevant Funding Portion provided
as Proceeds of Negotiation.
 9.12
    
    Extension of repayment of Proceeds of Negotiation
 (a)
    
    A Borrower of a Funding Portion provided as Proceeds of Negotiation may
request an extension for the repayment of the Funding Portion by:
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(FREEHILLS LOGO)
    
    10     Overdraft Facility
 
 (1)
    
    on any date prior to the date on which the Foreign Bill
negotiated by the Lender in accordance with clause 9.9 in connection with
the Proceeds of Negotiation expires (Expiring Bill), giving notice to the
Lender in writing that it requests an extension for the repayment of the
Proceeds of Negotiation; and(2)
    
    providing the Lender with a replacement Foreign Bill on
substantially the same terms (other than as to its expiry date) and for the
same principal amount as the Expiring Bill (Replacement Bill).
 (b)
    
    If a Borrower has requested an extension for the repayment of a Funding
Portion provided as Proceeds of Negotiation in accordance with clause 9.12(a) the
Lender may, in its absolute discretion, agree to extend the date for repayment of the
Proceeds of Negotiation in accordance with the terms of the Replacement Bill.(c)
    
    If the Lender agrees to extend the date for repayment of the Proceeds of
Negotiation in accordance with this clause 9.12, the Borrowers must procure that the
Funding Portion provided as Proceeds of Negotiation will be repaid in full on or
before the expiry date of the Replacement Bill.
 9.13
    
    FeesThe Borrowers will pay to the Lender such other fees referable to the Trade Finance
Facility initially, as specified in the Fee Schedule and thereafter as advised by the
Lender from time to time.10
    
    Overdraft Facility10.1
    
    Overdraft Facility
 (a)
    
    The Lender agrees to make the Overdraft Facility available on the terms and
conditions set out in this agreement and the Group Limit Facility.(b)
    
    If there is any inconsistency between the terms of this agreement and the
terms of the Group Limit Facility, the terms of the Group Limit Facility will prevail
to the extent of the inconsistency.
 10.2
    
    Funding Portions
 (a)
    
    A Funding Portion under the Overdraft Facility may be in any minimum amount
and the requirements of clause 5.4 do not apply to the Overdraft Facility.(b)
    
    Any number of Funding Portions under the Overdraft Facility may be
outstanding at any time.
 10.3
    
    PrepaymentA Borrower may prepay a Funding Portion drawn under the Overdraft Facility at any time in
whole or in part.
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(FREEHILLS LOGO)
    
    11     Representations and warranties
 10.4
    
    FeesThe Borrowers will pay to the Lender the Lenders account services fees, notified to Sims
from time to time and such other fees referable to the Overdraft Facility in accordance
with the Group Limit Facility.11
    
    Representations and warranties11.1
    
    Representations and warrantiesEach Borrower makes the representations and warranties contained in clause 3 of the Common
Terms Deed for themselves and on behalf of each other Transaction Party for the benefit of
the Lender, as if those representations and warranties were set out in full in this clause
11.1.11.2
    
    Survival and repetition of representations and warrantiesThe representations and warranties given under this agreement:
 (a)
    
    survive the execution of each Transaction Document; and(b)
    
    are deemed to be repeated on each date representations and warranties are
repeated under clause 3.2(b) of the Common Terms Deed with respect to the facts and
circumstances then subsisting.
 11.3
    
    Reliance by LenderEach Borrower acknowledges that the Lender has entered into each Transaction Document to
which it is a party in reliance on the representations and warranties given under this
agreement.12
    
    Undertakings12.1
    
    Incorporated undertakingsThe Borrowers must, and must ensure that each other Transaction Party will, comply with
clause 4 of the Common Terms Deed.12.2
    
    ComplianceEach Borrower must, and must ensure that each other Transaction Party will, comply with
all its obligations under each Transaction Document to which it is a party.12.3
    
    Term of undertakingsUnless the Lender otherwise agrees in writing, until:
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(FREEHILLS LOGO)
    
    13     Events of Default
 
 (a)
    
    the Commitment is cancelled; and(b)
    
    the Outstanding Moneys are unconditionally repaid in full;
 each Borrower must, at its own cost, comply with its undertakings in this clause 12.13
    
    Events of Default13.1
    
    Events of DefaultAn Event of Default occurs if an Event of Default as defined in the Common Terms Deed
occurs, whether or not it is within the control of a Transaction Party.13.2
    
    Effect of Event of DefaultClauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this agreement as if set
out in full in this agreement and as if references in those clauses to this deed were to
this agreement.13.3
    
    Application of cash cover under Commercial Bills Facility, Trade Finance Facility and Credit
Support Facility
 (a)
    
    The Lender must apply any cash cover paid to it under clause 7.14,
8.4(b)(2), 8.6 or 13.2 or pursuant to clause 9.8:
 (1)
    
    firstly, against the obligations of the Borrowers under
this agreement in respect of any Current Credit Support Document or Current
Bill in relation to which the cash cover was lodged; and(2)
    
    secondly, in payment of the balance, if any, of the
Outstanding Moneys.
 (b)
    
    The Lender is not required to pay any interest on any amount of cash cover
paid to it under clause 7.14, 8.4(b)(2), 8.6 or 13.2 or pursuant to clause 9.8.(c)
    
    If the Lender is satisfied that:
 (1)
    
    every Current Credit Support Document, Current Bill and
Current Documentary LC has been paid in full or discharged; and(2)
    
    no Outstanding Moneys are or may become due,
 then the Lender must, if it receives a written notice from Sims to do so, repay to the
Borrowers any amount paid to the Lender under clause 7.14, 8.4(b)(2), 8.6 or 13.2 or
pursuant to clause 9.8 which has not been, or is not required to be, applied in accordance
with clause 13.3(a).13.4
    
    New Related Body Corporate
 (a)
    
    Where, after the date of this agreement, an entity becomes a Related Body
Corporate of a Transaction Party and, at such time, financial accommodation has been
provided to such entity by the Lender or any other member of the
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(FREEHILLS LOGO)
    
    14     Fees
 Commonwealth Bank Group (Existing Accommodation), the Lender may, at any time
within 60 days after the notification to the Lender that an entity that has been
provided with Existing Accommodation has become a Related Body Corporate of a
Transaction Party, by notice in writing to that entity or any other Transaction
Party declare:
 (1)
    
    that where the notice is given to the relevant entity,
the Existing Accommodation (or any lesser amount specified in the notice)
is due and payable within the period specified in the notice which shall be
not less than 60 days; or(2)
    
    that where the notice is given to a Transaction Party
other than the relevant entity, financial accommodation then provided by
the Lender to that Transaction Party must be reduced by payment of an
amount (specified in the notice) equal to or less than the existing
accommodation within the period specified in the notice.
 (b)
    
    Amounts specified in a notice given pursuant to 13.4(a) are payable within
the period specified in such notice.
 14
    
    FeesThe Borrowers must pay to the Lender the following fees:
 (a)
    
    commitment fee: a non-refundable commitment fee equal to the Commitment Fee
Rate per annum calculated on a daily basis on the daily balance of the Undrawn
Commitment on the basis of a 365 day year and for the actual number of days elapsed,
to be paid in arrears on the last day of each calendar quarter; and(b)
    
    [*]
 15
    
    Interest on overdue amounts15.1
    
    Payment of interestEach Borrower must pay interest on:
 (a)
    
    any of the Outstanding Moneys due and payable by it, but unpaid; and(b)
    
    any interest payable but unpaid under this clause 15.
 15.2
    
    Accrual of interestThe interest payable under this clause 15:
 (a)
    
    accrues from day to day from and including the due date for payment up to
the actual date of payment, before and, as an additional and independent obligation,
after any judgment or other thing into which the liability to pay the Outstanding
Moneys becomes merged; and
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(FREEHILLS LOGO)
    
    16     Assignment and substitution
 (b)
    
    may be capitalised at monthly intervals.
 15.3
    
    Rate of interestThe rate of interest payable under this clause 15 on any part of the Outstanding Moneys is
the higher of:
 (a)
    
    the Overdue Rate determined by the Lender:
 (1)
    
    on the date that part of the Outstanding Moneys becomes
due and payable but is unpaid; and(2)
    
    on each date which is 1 month after the immediately
preceding date on which the Overdue Rate was determined under this clause
15.3(a); and
 (b)
    
    the rate fixed or payable under a judgment or other thing referred to in
clause 15.2(a).
 16
    
    Assignment and substitutionClause 13 of the Common Terms Deed applies to this agreement as if set out in full in this
agreement and as if references in that clause to this deed were to this agreement
other than the reference to this deed in clause 13.2(c) which should be read as a
reference to the Common Terms Deed.17
    
    Additional Borrowers17.1
    
    Additional BorrowersSims may request that any of its wholly owned Subsidiaries becomes an Additional Borrower.
That Subsidiary shall become an Additional Borrower if:
 (a)
    
    the Lender approves the addition of that Subsidiary as an Additional
Borrower;(b)
    
    Sims delivers to the Lender a duly completed and executed Accession Deed
for the accession of that Subsidiary as an Additional Borrower;(c)
    
    Sims confirms that no Default is continuing or would occur as a result of
that Subsidiary becoming an Additional Borrower; and(d)
    
    the Subsidiary has acceded as an Additional Borrower and an Additional
Guarantor under the Common Terms Deed.
 17.2
    
    Repetition of RepresentationsDelivery of an Accession Deed to the Lender constitutes confirmation by the relevant
Subsidiary that the representations and warranties in the Transaction Documents are true
and correct in relation to it as at the date of delivery as if made by reference to the
facts and circumstances then existing.
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(FREEHILLS LOGO)
    
    18     General
 18
    
    General18.1
    
    Governing law and jurisdiction
 (a)
    
    This agreement is governed by the laws of New South Wales.(b)
    
    Each Borrower irrevocably submits to the exclusive jurisdiction of the
courts of New South Wales.(c)
    
    Each Borrower irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an inconvenient forum.(d)
    
    Each Borrower irrevocably waives any immunity in respect of its obligations
under this agreement that it may acquire from the jurisdiction of any court or any
legal process for any reason including the service of notice, attachment before
judgment, attachment in aid of execution or execution.(e)
    
    Each Borrower (other than Sims) appoints Sims Metal Management Limited of
Sir Joseph Banks Corporate Park, Suite 3, Level 2 32-34 Lord Street Botany NSW 2019
Australia in relation to proceedings in New South Wales as its agent to receive
service of any legal process on its behalf without excluding any other means of
service permitted by the law of New South Wales.(f)
    
    Sims irrevocably accepts its appointment as process agent under clause
18.1(e).
 18.2
    
    Prohibition and enforceability
 (a)
    
    Any provision of, or the application of any provision of, any Transaction
Document or any Power which is prohibited in any jurisdiction is, in that
jurisdiction, ineffective only to the extent of that prohibition.(b)
    
    Any provision of, or the application of any provision of, any Transaction
Document which is void, illegal or unenforceable in any jurisdiction does not affect
the validity, legality or enforceability of that provision in any other jurisdiction
or of the remaining provisions in that or any other jurisdiction.
 18.3
    
    Waivers
 (a)
    
    Waiver of any right arising from a breach of this agreement or of any Power
arising on default under this agreement or on the occurrence of an Event of Default
must be in writing and signed by the party granting the waiver.(b)
    
    A failure or delay in exercise, or partial exercise, of:
 (1)
    
    a right arising from a breach of this agreement or the
occurrence of an Event of Default; or(2)
    
    a Power created or arising on default under this
agreement or on the occurrence of an Event of Default,
 does not result in a waiver of that right or Power.
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(FREEHILLS LOGO)
    
    18     General
 (c)
    
    A party is not entitled to rely on a delay in the exercise or non-exercise
of a right or Power arising from a breach of this agreement or on a default under
this agreement or on the occurrence of an Event of Default as constituting a waiver
of that right or Power.(d)
    
    A party may not rely on any conduct of another party as a defence to
exercise of a right or Power by that other party.(e)
    
    This clause may not itself be waived except in writing.
 18.4
    
    VariationA variation of any term of this agreement must be in writing and signed by the parties.18.5
    
    Cumulative rightsThe Powers are cumulative and do not exclude any other right, power, authority, discretion
or remedy of the Lender, any Receiver or Attorney.18.6
    
    Counterparts
 (a)
    
    This agreement may be executed in any number of counterparts.(b)
    
    All counterparts, taken together, constitute one instrument.(c)
    
    A party may execute this agreement by signing any counterpart.
 18.7
    
    AttorneysEach of the attorneys executing this agreement states that the attorney has no notice of
the revocation of the power of attorney appointing that attorney.
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Borrowers
    
    
    48Key Terms Schedule
    
    
    50Fee Schedule
    
    
    53Funding Notices
    
    
    56Selection Notice
    
    
    62Renewal Notice
    
    
    64Roll over of existing Drawings
    
    
    67
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(FREEHILLS LOGO)
    
    Schedule 1     Borrowers
   Clause 1.2 (Definitions)
 Jurisdiction ofincorporation /registration /Name
    
    organisation
    
    Company number (if any)Sims Metal Management Limited
    
    Australia
    
    69 114 838 630Sims Group Australia Holdings
Limited
    
    Australia
    
    37 008 634 526Sims Aluminium Pty Limited
    
    Australia
    
    93 004 370 905Sims Group UK Limited
    
    United Kingdom
    
    3242331Sims Group UK Holdings Limited
    
    United Kingdom
    
    2904307Mirec B.V.
    
    The Netherlands
    
    17073024Sims Recycling Solutions AB
    
    Sweden
    
    N/ASims Group USA Corporation
    
    Delaware
    
    N/ASims Group Global Trade
Corporation
    
    Delaware
    
    N/ANorth Carolina Resource
Conservation, LLC
    
    North Carolina
    
    N/ASims Group USA Holdings
Corporation
    
    Delaware
    
    N/ASchiabo Larovo Corporation
    
    Delaware
    
    N/ASimsmetal East LLC
    
    Delaware
    
    N/ASimsmetal West LLC
    
    Delaware
    
    N/A
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(FREEHILLS LOGO)
    
    Schedule 1     Borrowers
 Jurisdiction ofincorporation /registration /Name
    
    organisation
    
    Company number (if any)Metal Management, Inc.
    
    Delaware
    
    N/AMetal Management Alabama, Inc.
    
    Delaware
    
    N/AMetal Management Arizona,
L.L.C.
    
    Arizona
    
    N/AMetal Management Connecticut,
Inc.
    
    Delaware
    
    N/AMetal Management Memphis,
L.L.C.
    
    Tennessee
    
    N/AMetal Management Midwest, Inc.
    
    Illinois
    
    N/AMetal Management Mississippi,
Inc.
    
    Delaware
    
    N/AMetal Management Northeast,
Inc.
    
    New Jersey
    
    N/AMetal Management Ohio, Inc.
    
    Ohio
    
    N/AMetal Management West, Inc.
    
    Colorado
    
    N/AProler Southwest LP
    
    Texas
    
    N/AMetal Dynamics Detroit LLC
    
    Delaware
    
    N/A
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Part 1  Cash Advance Facility
 Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Financing or supporting the working capital needs of the Sims Group.Termination Date
    
    Not applicable.Margin
    
    The Margin determined in accordance with the following table:Gearing Ratio
    
    Margin[*]
    
    [*]
 Part 2  Commercial Bills Facility
 Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Financing or supporting the working capital needs of the Sims Group.Termination Date
    
    Not applicable.Bill Acceptance
/ Endorsement Fee
Rate
    
    The Bill Acceptance / Endorsement Fee Rate determined in accordance with
the following table:
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(FREEHILLS LOGO)
    
    <Schedule 2     Key Terms Schedule
 Gearing Ratio
    
    Bill Acceptance / Endorsement
 Fee
Rate[*]
    
    [*]
 Part 3  Credit Support Facility
 Facility
    
    Available.Facility Limit
    
    Not applicable.Purpose
    
    Financing or supporting the working capital needs of the Sims Group.Termination Date
    
    Not applicable.Credit Support 
Document Fee Rate
    
    The Credit Support Document Fee Rate determined in accordance with the
following table:Gearing Ratio
    
    Credit Support Document Fee
Rate[*]
    
    [*]
 Part 4  Trade Finance Facility
 Facility
    
    Available.Documentary LCs
    
    Available.Trade Advances
    
    Available.Proceeds of Negotiation
    
    Available.Facility Limit
    
    Not applicable.
 [*] Confidential Treatment Requested
 page 51




---



##### 



(FREEHILLS LOGO)
    
    <Schedule 2     Key Terms Schedule
 Purpose
    
    The financing or refinancing of Obligations.Termination Date
    
    Not applicable.Margin
    
    The Margin determined in accordance with the following table:Gearing Ratio
    
    Margin[*]
    
    [*]
 Part 5  Overdraft Facility
 Facility
    
    Available.Purpose
    
    Financing or supporting the working capital needs of the Sims Group.Termination Date
    
    Not applicable.Overdraft Borrower
    
    1     Sims Group Australia Holdings Limited;2     Sims Aluminium Pty Limited;3     Sims Metal Management Ltd; and4     any other entity agreed by the Lender to be an Applicant for
the purposes of the Group Limit Facility in accordance with
paragraph (2)(g) of the Group Limit Facility.
 Part 6  General
 Commitment
    
    $450,000,000Commitment Fee Rate
    
    On any date, [*]of the Margin on that date.Final Termination Date
    
    31 December 2010.Overdue Margin
    
    [*]per annum.
 [*] Confidential Treatment Requested
 page 52




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##### 



1.1
    
    Cash Advance Facility feesSuch fees referable to the Cash Advance Facility as advised by the Lender to Sims from
time to time.1.2
    
    Commercial Bills Facility fees
 Charge type
    
    Pricing
    
    Min/MaxBill Handling Fee
    
    [*]
    
    [*]
 1.3
    
    Credit Support Facility feesSuch fees referable to the Credit Support Facility as advised by the Lender to Sims from
time to time.1.4
    
    Trade Finance Facility fees
 Product
    
    Charge Type
    
    Pricing
    
    Min/MaxImportsImport Documentary
Collections
    
    Document handling
    
    [*]
    
    [*]Accepted Bills received for
payment
    
    [*]
    
    [*]Documents free of payment
    
    [*]
    
    [*]Consignment
    
    [*]
    
    [*]AWB release issuance
    
    [*]
    
    [*]Avalisation Bills of Exchange
    
    [*]
    
    [*]Additional handling charges
    
    [*]
    
    [*]Import Documentary
Letters of Credits
(IDLC)
    
    Issuance
    
    [*]
    
    [*]Issuance  via banks
e-channel
    
    [*]
    
    [*]Amendment
    
    [*]
    
    [*]Amendment  via banks
e-channel
    
    [*]
    
    [*]
 [*] Confidential Treatment Requested
 page 53




---



##### 



(FREEHILLS LOGO)
    
    Schedule 3     Fee Schedule
 Product
    
    Charge Type
    
    Pricing
    
    Min/MaxIncrease in value
    
    [*]
    
    [*]Extension of expiry
    
    [*]
    
    [*]Back-to-back issuance
    
    [*]
    
    [*]Cash-covered issuance
structuring
    
    [*]
    
    [*]Banks e-channel
    
    System set-up
    
    [*]
    
    [*]Monthly channel cost
    
    [*]
    
    [*]Drawings under IDLC
    
    Document handling
    
    [*]
    
    [*]Acceptance/deferred payment
    
    [*]
    
    [*]Drawing under expired DC
    
    [*]
    
    [*]Discrepancy fee
    
    [*]
    
    [*]Reimbursement Commission
    
    [*]
    
    [*]Telex fee
    
    [*]
    
    [*]ExportsExport Documentary
Collections
    
    Document handling
    
    [*]
    
    [*]Documents free of payment
    
    [*]
    
    [*]Tracers for payment
    
    [*]
    
    [*]Additional handling charges
    
    [*]
    
    [*]Foreign Bills Negotiated
    
    Document handling
    
    [*]
    
    [*]Additional handling charges
    
    [*]
    
    [*]Export Documentary
Letters Credits (EDLC)
    
    Advising
    
    [*]
    
    [*]Advising of amendments
    
    [*]
    
    [*]Assignment of proceeds
    
    [*]
    
    [*]Transfer of EDLC
    
    [*]
    
    [*]Transfer of amendment
    
    [*]
    
    [*]Confirmation of EDLC (charge
for Bank and Country Risk)
    
    [*]
    
    [*]Without Recourse Export
Finance
    
    [*]
    
    [*]Drawings under EDLC
    
    Document handling
    
    [*]
    
    [*]Acceptance
    
    [*]
    
    [*]Discrepancy fee
    
    [*]
    
    [*]Telex fee
    
    [*]
    
    [*]
 [*] Confidential Treatment Requested
 page 54




---



##### 



(FREEHILLS LOGO)
    
    Schedule 3     Fee Schedule
 Product
    
    Charge Type
    
    Pricing
    
    Min/MaxTrade Advances
    
    Draw down
    
    [*]
    
    [*]Roll over
    
    [*]
    
    [*]Prepayment
    
    [*]
    
    [*]Late payment fee
    
    [*]
    
    [*]Out of pocket expenses
    
    SWIFT per message
    
    [*]
    
    [*]Telex per message
    
    [*]
    
    [*]Fax per message
(international)
    
    [*]
    
    [*]Fax per message (domestic)
    
    [*]
    
    [*]Courier (International)
    
    [*]
    
    [*]Courier (domestic)
    
    [*]
    
    [*]Express post
    
    [*]
    
    [*]
 [*] Confidential Treatment Requested
 page 55




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##### 



Clause 5.2 (Requirements for a Funding Notice)
  [insert name of Lender] Lender
 [insert relevant name]
 Borrowers Lender Facility Agreement
  (a)
    
    We give you notice that we wish to draw on [insert
date] (Funding Date).(b)
    
    The aggregate Original Dollar Amount to be drawn is
$[insert amount].(c)
    
    Particulars of each Funding Portion are:
 PrincipalAmount (in
    
    
    
    
    
    
    
    
    
    ObligationDollars or
    
    Dollars or
    
    
    
    
    
    
    
    
    
    (Tradespecify
    
    applicable
    
    Original
    
    
    
    
    
    FinanceForeign
    
    Foreign
    
    Dollar
    
    Funding
    
    FacilityBorrower
    
    Facility
    
    Currency
    
    Currency)
    
    Amount
    
    Period
    
    only)
 (d)
    
    The proceeds of each Funding Portion are to be used in accordance with
clause 4.2 of the Facility Agreement.(e)
    
    We request that the proceeds [be remitted to account number [insert account number] at [insert details]/be applied
towards satisfaction of the above Obligation.](f)
    
    [Note: for Proceeds of Negotiation only] [The Foreign Bill to be negotiated
in connection with the Funding Portion is attached.]
 [*] Confidential Treatment Requested
 page 56




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##### 



(FREEHILLS LOGO)
    
    <Schedule 4     Funding Notices
 (g)
    
    We represent and warrant that no Default has occurred which is continuing
or will result from the provision of any Funding Portion[, except as follows: [insert details], and
we propose the following remedial action [insert details]].A term defined in the Facility Agreement has the same meaning when used in this
Funding Notice.
 dateSigned for and on behalf of[insert Borrower]bysign here4Officerprint name
 [*] Confidential Treatment Requested
 page 57




---



##### 



(FREEHILLS LOGO)
    
    <Schedule 4     Funding Notices
  Clause 5.2 (Requirements for a Funding Notice)
 [ insert name of Lender ]
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  (a)
    
    we give you notice that we wish to draw on
[insert date] (Funding Date);(b)
    
    the aggregate Dollar Amount to be drawn is $[insert amount];(c)
    
    particulars of the Funding Portion are:
 Face ValueBorrower
    
    Facility
    
    Amount
    
    Funding Period
  (d)
    
    Please prepare, complete and sign the Bills comprised in each Bill Funding
on our behalf.
 (e)
    
    We represent and warrant that no Default has occurred which is continuing
or will result from the provision of any Funding Portion[, except as follows: [insert
details], and we propose the following remedial action [insert details]].A term defined in the Facility Agreement has the same meaning when used in this
Funding Notice.
 [*] Confidential Treatment Requested
 page 58




---



##### 



(FREEHILLS LOGO)
    

<Schedule 4     Funding
Notices
 dateSigned for and on behalf of[insert Borrower]bysign here4Officerprint name
 [*] Confidential Treatment Requested
 page 59




---



##### 



(FREEHILLS LOGO)
    
    <Schedule 4     Funding Notices
  Clause 5.2 (Requirements for a Funding Notice)
 [ insert name of Lender ]
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  (a)
    
    we give you notice that we wish to draw on [insert
date] (Funding Date);(b)
    
    the aggregate Original Dollar Amount to be drawn is $[insert amount];(c)
    
    particulars of the Funding Portion are:
 Face ValueAmount (inType of contingent
    
    
    
    
    
    Dollars orliability (Documentary
    
    
    
    
    
    applicable
    
    OriginalLC, Standby LC or
    
    Expiry
    
    Foreign
    
    DollarBorrower
    
    Facility
    
    Bank Guarantee)
    
    Date
    
    Currency)
    
    Amount
    
    Beneficiary
 (d)
    
    [A copy of the Beneficiary Contract for each Credit Support Document
requested above is attached.]
 (e)
    
    [A copy of the Payment Documents for each Documentary LC requested above is
attached.]
 (f)
    
    [A copy of the Application for Irrevocable Documentary Credit for each
Documentary LC requested above is attached.]
 (g)
    
    [The effective rate interest rate and period for which that interest is to
accrue under each of the Finance Contracts for each Credit Support Document requested
above is as follows: [insert details]]
 (h)
    
    We request that you deliver each requested Credit Support Document to the
relevant Beneficiary specified above;
 (i)
    
    We represent and warrant that no Default has occurred which is continuing
or will result from the provision of any Funding Portion[, except as follows: [insert details], and
we propose the following remedial action [insert details]].
 [*] Confidential Treatment Requested
 page 60




---



##### 



(FREEHILLS LOGO)
    
    <Schedule 4     Funding Notices
 A term defined in the Facility Agreement has the same meaning when used in this
Funding Notice.
 dateSigned for and on behalf of[insert Borrower]bysign here4Officerprint name
 [*] Confidential Treatment Requested
 page 61




---



##### 



Clause 6.4 (Selection Notice)
 [ insert name of Lender ] Lender
 [ insert relevant name ]
 Borrowers Lender Facility Agreement
  (a)
    
    We give you notice that we wish to select the following Funding Period for
the following Funding Portion under the Cash Advance Facility with effect on the date
that the current Funding Period applicable to the relevant Funding Portion ends:
[insert details of Funding Portion including the Principal Amount, existing Funding
Period, new Funding Period and Selection Date].
 (b)
    
    We give you notice that we wish to divide the following Funding Portion
under the Cash Advance Facility into the following amounts and with the following
Funding Periods with effect on the date that the current Funding Period applicable to
the relevant Funding Portion ends: [insert details of Funding Portion including the
Principal Amount, existing Funding Period, new divided Funding Portions and new
Funding Periods for the divided Funding Portions].
 (c)
    
    We represent and warrant that no Default has occurred which is continuing[,
except as follows:[insert details], and we propose the following remedial action [insert details]].A term defined in the Facility Agreement has the same meaning when used in this
Selection Notice.
 [*] Confidential Treatment Requested
 page 62




---



##### 



(FREEHILLS LOGO)
    
    <Schedule 5     Selection Notice
 
 dateSigned for and on behalf ofthe Borrowersbysign here4Officerprint name
 [*] Confidential Treatment Requested
 page 63




---



##### 



(FREEHILLS LOGO)
    
    Schedule 6     Renewal Notice
   To:
    
    [insert name of Lender](Sims)Attention:
    
    [insert relevant name]Date:
 Borrowers Lender Facility Agreement
 insert date Existing Final
Termination Date insert date New Final Termination Date
 (a)
    
    the Borrowers indicating their acknowledgement and agreement to the
extension of the Final Termination Date by 12 months, by signing and delivering this
notice to the Lender within 30 days of receiving it;(b)
    
    [the Borrowers indicating their acknowledgement and agreement to the Key
Terms Schedule being amended and restated in the form set out in the Schedule to this
notice, by initialling the attached schedule and delivering the initialled schedule
(attached to this notice) to the Lender within 30 days of receiving it]; and(c)
    
    [insert additional conditions precedent as required].
  (d)
    
    the definition of Final Termination Date in clause 1.2 of the Facility
Agreement shall be amended to be the New Final Termination Date; [and(e)
    
    the Key Terms Schedule will be amended and restated in the form set out in
the attached Schedule; and.(f)
    
    the Margin for the purposes of the Group Limit Facility will be amended
to be as follows:]
 Group Limit Amount ($A)
    
    Margin[*]
    
    [*][*]
    
    [*]
 (g)
    
    A term defined in the Facility Agreement has the same meaning when used in
this Renewal Notice.
 [*] Confidential Treatment Requested
 page 64




---



##### 



(FREEHILLS LOGO)
    
    Schedule 6     Renewal Notice
  to be inserted
 LenderSigned for[Commonwealth Bank of Australia]by its attorneysign here4Attorneyprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 65




---



##### 



(FREEHILLS LOGO)
    
    Schedule 6     Renewal Notice
 Agreed and acknowledged by Sims on behalf of the Borrowers:SimsSigned forSims Metal Management Limitedsign here4Directorprint namesign here4Director/Company Secretaryprint name
 [*] Confidential Treatment Requested
 page 66




---



##### 



(FREEHILLS LOGO)
    
    Schedule 7     Roll over of existing Drawings o
    Description of drawingunder Existing Multi-
    
    Identification
    
    Facility underBorrower
    
    Option Facility Agreement
    
    Number
    
    this agreementSims Group
Australia Holdings
Limited (formerly
known as Sims Metal
Limited)
    
    AUD10,000 bank
guarantee issued on
6 June 1984 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group
Australia Holdings
Limited
    
    AUD50,000 bank
guarantee issued on
18 May 2005 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group
Australia Holdings
Limited
    
    AUD88,360 bank
guarantee issued on
31 October 2005 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group
Australia Holdings
Limited
    
    AUD1,000,000 bank
guarantee issued on
26 June 2008 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group
Australia Holdings
Limited
    
    AUD50,000 bank
guarantee issued on
6 February 2009 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Metal
Management Limited
on behalf of Sims
E-Recycling Pty
Limited
    
    AUD42,625 bank
guarantee issued on
12 March 2009 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR150,000 bank
guarantee issued on
3 June 2005 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR20,000 bank
guarantee issued on
13 June 2005 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR15,000 bank
guarantee issued on
13 June 2006 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited and Mirec
B.V.
    
    EUR20,000 bank
guarantee issued on
8 May 2007 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR15,000 bank
guarantee issued on
9 May 2009 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited and Mirec
B.V.
    
    GBP41,665 bank
guarantee issued on
1 October 2007 in
favour of [*].
    
    [*]
    
    Credit Support
Facility
 [*] Confidential Treatment Requested
 page 67




---



##### 



(FREEHILLS LOGO)
    
    Schedule 7     Roll over of existing Drawings o
 Description of drawingunder Existing Multi-
    
    Identification
    
    Facility underBorrower
    
    Option Facility Agreement
    
    Number
    
    this agreementSims Group UK
Limited
    
    EUR3,488.79 bank
guarantee issued on
12 November 2007 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR3,944.84 bank
guarantee issued on
12 November 2007 in
favour of [*].
    
    [*]
    
    Credit Support
FacilityMirec B.V.
    
    EUR150,000 bank
guarantee issued on
4 January 2008 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Recycling
Solutions AB
    
    EUR50,000 bank
guarantee issued on
18 January 2008 in
favour of [*].
    
    N/A
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR14,348 bank
guarantee issued on
20 May 2008 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR275,000 bank
guarantee issued on
8 December 2008 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Recycling
Solutions Canada
Ltd
    
    CAD500,000 letter
of credit issued on
2 October 2008 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Hugo Neu West
    
    USD300,000 letter
of credit issued 11
January 2006 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Hugo Neu Corp.
    
    USD3,075,466 letter
of credit issued 14
March 2006 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group USA
Holding Corporation
    
    USD60,000 letter of
credit issued 18
June 2007 in favour
of [*].
    
    [*]
    
    Credit Support
FacilitySimsmetal West LLC
    
    USD250,000 letter
of credit issued 26
July 2007 in favour
of [*].
    
    [*]
    
    Credit Support
FacilitySims Metal
Management Limited
    
    AUD74,797.30 bank
guarantee issued on
28 September 2009
in favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    GBP212,984 bank
guarantee issued on
12 May 2009 in
favour of [*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR94,055 bank
guarantee issued on
8th July
2009 in favour of
[*].
    
    [*]
    
    Credit Support
FacilitySims Group UK
Limited
    
    EUR90,000 bank
guarantee issued on
18th
August 2009 in
favour of [*].
    
    [*]
    
    Credit Support
Facility
 [*] Confidential Treatment Requested
 page 68




---



##### 



(FREEHILLS LOGO)
    
    Schedule 7     Roll over of existing Drawings o
 Description of drawingunder Existing Multi-
    
    Identification
    
    Facility underBorrower
    
    Option Facility Agreement
    
    Number
    
    this agreementSims Group UK
Limited
    
    GBP3,110 bank
guarantee issued on
17th September 2009
in favour of [*].
    
    [*]
    
    Credit Support
Facility
 [*] Confidential Treatment Requested
 page 69




---



##### 



Executed as an agreementSimsSigned sealed and delivered bySims Metal Management Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered bySims Group Australia Holdings Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint name
 [*] Confidential Treatment Requested
 page 70




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered bySims Aluminium Pty Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered bySims Group UK Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint name
 [*] Confidential Treatment Requested
 page 71




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered bySims Group UK Holdings Limitedbysign here4Company Secretary/Directorprint namesign here4Directorprint nameBorrowerSigned sealed and delivered byMirec B.V.bysign here4Company Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 72




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered bySims Recycling Solutions ABbysign here4Company Secretary/Directorprint namesign here4Directorprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forSims Group USA Corporationby its officersign here4OfficerBy executing this deed the signatory states
that the signatory
has received no notice of revocation of
the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 73




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSims Group Global Trade Corporationby its officersign here4OfficerBy executing this deed the signatory
states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forNorth Carolina Resource Conservation, LLCby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 74




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSims Group USA Holdings Corporationby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forSchiabo Larovo Corporationby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 75




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forSimsmetal East LLCby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forSimsmetal West LLCby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 76




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Management Alabama, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 77




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Arizona, L.L.C.by its officersign here4OfficerBy executing this deed the signatory
states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Management Connecticut, Inc.by its officersign here4OfficerBy executing this deed the signatory
states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 78




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Memphis, L.L.C.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Management Midwest, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 79




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Mississippi, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Management Northeast, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
 [*] Confidential Treatment Requested
 page 80




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##### 



(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forMetal Management Ohio, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Management West, Inc.by its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
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(FREEHILLS LOGO)
    
    Signing page
 BorrowerSigned sealed and delivered forProler Southwest LPby its officersign here4OfficerBy executing this deed the signatory
states that the signatory
has received no notice of revocation
of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint nameBorrowerSigned sealed and delivered forMetal Dynamics Detroit LLCby its officersign here4OfficerBy executing this deed the
signatory states that the signatory
has received no notice of
revocation of the authority under
which the signatory signs this deedprint namein the presence ofsign here4Witnessprint name
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(FREEHILLS LOGO)
    
    Signing page
 LenderSigned sealed and delivered forCommonwealth Bank of Australiaby its attorneysign here4Attorneyprint namein the presence ofsign here4Witnessprint name
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(FREEHILLS LOGO)
   Accession Deed  Additional Borrowers
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(FREEHILLS LOGO)
   Clauses 1.2 (Definitions) and 17 (Additional Borrowers)
 4
 This deed poll is made bySims
    
    Sims Metal Management LimitedACN 114 838 630 of Sir Joseph Banks Corporate Park,
Suite 3, Level 2 32-34 Lord Street Botany NSW 2019Additional Borrower
    
    [     ][insert ACN/ABN/ARBN]of [     ]Background
    
    5     Under the Facility Agreement dated 2 November 2009
(Facility Agreement) between each party listed in
Schedule 1 of that agreement (as Borrowers) and
Commonwealth Bank of Australia (as Lender) a person
may become a Borrower by execution of this deed poll.6     The Additional Borrower wishes to become a Borrower
on the terms and conditions set out in this deed poll.
  1
    
    Interpretation
 (a)
    
    Words and phrases defined in the Facility Agreement (including by
incorporation) have the same meaning when used in this deed poll.
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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Borrowers
 (b)
    
    In this deed poll, Existing Borrowerhas the meaning set out below.
 Term
    
    MeaningExisting Borrower
    
    each person which is a Borrower under the Facility
Agreement at the time of execution of this deed poll.
 2
    
    Representations and warrantiesThe Additional Borrower represents and warrants to, and for the benefit of the Lender, as
set out in clause 11.1 of the Facility Agreement, on the basis that:
 (a)
    
    each reference to a Borrower in clause 11.1 of the Facility Agreement
includes a reference to the Additional Borrower;(b)
    
    each reference to a Transaction Document includes this deed and each other
Transaction Document to which the Additional Borrower is a party; and(c)
    
    clauses 11.2 and 11.3 of the Facility Agreement apply to this clause 2 as
if set out in full.
 3
    
    Status of Additional BorrowerThe Additional Borrower agrees that it irrevocably becomes an Additional Borrower as
defined in, and for all purposes under, the Facility Agreement as if named in and as a
party to the Facility Agreement, and accordingly is bound by the Facility Agreement as an
Additional Borrower.4
    
    Receipt of documentsThe Additional Borrower acknowledges having received and reviewed to its satisfaction a
copy of each Transaction Document and each other document requested by it before signing
this deed poll.5
    
    Confirmation by existing Transaction PartiesSims (for itself and as attorney for each other Transaction Party) confirms that nothing
in this deed poll:
 (a)
    
    affects the validity or enforceability of the Transaction Documents;(b)
    
    prejudices or adversely affects any right, power, authority, discretion or
remedy arising under the Transaction Documents; or
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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Borrowers
 (c)
    
    discharges, releases or otherwise affects any liability or obligation
arising under the Transaction Documents.
 6
    
    Governing lawThis deed poll is governed by the laws of New South Wales.7
    
    Benefit of deed pollThis deed poll is given in favour of and for the benefit of:
 (1)
    
    the Lender; and(2)
    
    each Borrower,under the Facility Agreement and their respective successors and permitted assigns
 8
    
    Address for noticesThe details for the Additional Borrower for service of notices are:Address:         [     ].Attention:       [     ].Facsimile:       [     ].9
    
    AttorneysEach of the attorneys executing this deed poll states that the attorney has no notice of
the revocation of the power of attorney appointing that attorney.
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(FREEHILLS LOGO)
    
    <Attachment 1 Accession Deed  Additional Borrowers
 Executed as a deed pollAdditional BorrowerSigned sealed and delivered for[     ]by its attorneysign here4Attorneyprint namein the presence ofsign here4Witnessprint nameSimsSigned sealed and delivered forSims Metal Management Limited
for itself and as attorney for each
other Transaction Partysign here4Directorprint namesign here4Director/Company Secretaryprint name
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