Contract

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.

Agreement

Xxxx Metal Management Limited

Multi-option facility agreement

Commonwealth Bank of Australia

Each Borrower specified in Schedule 1

xxxx.xxxxxxxxx@xxxxxxxxx.xxx

[*] Confidential Treatment Requested

Contents

Table of contents

		The agreement					1
		Operative part					2
1		Definitions and interpretation					2
		1.1		Agreement components			2
		1.2		Definitions			2
		1.3		Incorporated definitions			13
		1.4		Incorporated provisions			13
2		Conditions precedent					14
		2.1		Conditions precedent to initial Funding Portion			14
		2.2		Conditions precedent to all Funding Portions			14
		2.3		Certified copies			15
		2.4		Benefit of conditions precedent			15
3		Roll over of principal outstanding					15
4		Commitment, purpose and availability of Facility					17
		4.1		Provision of Commitment			17
		4.2		Purpose			17
		4.3		Cancellation of Commitment during Availability Period			17
		4.4		Cancellation at end of Availability Period			18
		4.5		Review and renewal of Commitment			18
5		Funding and rate setting procedures					19
		5.1		Delivery of Funding Notice			19
		5.2		Requirements for a Funding Notice			19
		5.3		Irrevocability of Funding Notice			20
		5.4		Amount of Funding Portions			20
		5.5		Selection of Funding Periods			20
		5.6		Determination of Funding Rate			21
		5.7		Market disruption			21
		5.8		Confidentiality			22
		5.9		Currency movements			22
		5.10		Unavailability of a currency			23
6		Cash Advance Facility					23
		6.1		Provision of Funding Portions			23
		6.2		Number of Funding Portions			24
		6.3		Consolidation and division of Funding Portions			24
		6.4		Selection Notice			24
		6.5		Repayment			24
		6.6		Prepayment under Cash Advance Facility			24

[*] Confidential Treatment Requested

Multi-option facility agreement     Contents 1

Contents

		6.7		Prepayment date			25
		6.8		Interest			25
		6.9		Liquidity Bills			25
		6.10		Fees			26
7		Commercial Bills Facility					26
		7.1		Xxxx acceptance and endorsement procedure			26
		7.2		Preparation of Bills			26
		7.3		Failure to prepare Bills			27
		7.4		Form of Bills			27
		7.5		Restriction on use by the Lender			28
		7.6		Tax on Bills			28
		7.7		Signing of Bills and appointment of Lender as attorney			28
		7.8		Notification of rate and discounting procedure			28
		7.9		Bills accepted or endorsed but not discounted			29
		7.10		Borrower’s primary liability to pay Bills			29
		7.11		Indemnity in respect of Bills			30
		7.12		Variation of procedures			30
		7.13		Fees			30
		7.14		Repayment by cash cover and netting			30
		7.15		Acknowledgment regarding signed Bills			31
8		Credit Support Facility					31
		8.1		Issue of Credit Support Documents			31
		8.2		Additional Funding Notice requirements			31
		8.3		Form of Credit Support Documents			32
		8.4		Prepayment under Credit Support Facility			32
		8.5		Prepayment date			33
		8.6		Cash cover			33
		8.7		Fees			33
		8.8		Tax on Credit Support Documents			34
		8.9		Liability of Borrowers			34
		8.10		Early expiration or reduction			34
		8.11		Beneficiary Contracts and notification			34
		8.12		Obligations of the Lender			35
		8.13		Indemnity in respect of Credit Support Document			35
		8.14		Unconditional nature of Borrower’s obligations			35
9		Trade Finance Facility					37
		9.1		Additional Funding Notice requirements			37
		9.2		Provision of Advances			38
		9.3		Application of Trade Advances			38
		9.4		Repayment of Trade Advances			38
		9.5		Interest on Advances			38
		9.6		Issue of Documentary LCs			38
		9.7		Form of Documentary LCs			39
		9.8		Credit Support Document terms apply to Documentary LC			39
		9.9		Foreign Bills Negotiation			39
		9.10		Interest on Proceeds of Negotiation			39
		9.11		Repayment of Proceeds of Negotiation			40
		9.12		Extension of repayment of Proceeds of Negotiation			40
		9.13		Fees			40
10		Overdraft Facility					40
		10.1		Overdraft Facility			40

[*] Confidential Treatment Requested

Multi-option facility agreement     Contents 2

Contents

		10.2		Funding Portions			41
		10.3		Prepayment			41
		10.4		Fees			41
11		Representations and warranties					41
		11.1		Representations and warranties			41
		11.2		Survival and repetition of representations and warranties			41
		11.3		Reliance by Lender			41
12		Undertakings					42
		12.1		Incorporated undertakings			42
		12.2		Compliance			42
		12.3		Term of undertakings			42
13		Events of Default					42
		13.1		Events of Default			42
		13.2		Effect of Event of Default			42
		13.3		Application of cash cover under Commercial Bills Facility, Trade Finance Facility and Credit Support Facility			42
		13.4		New Related Body Corporate			43
14		Fees					43
15		Interest on overdue amounts					44
		15.1		Payment of interest			44
		15.2		Accrual of interest			44
		15.3		Rate of interest			44
16		Assignment and substitution					44
17		Additional Borrowers					45
		17.1		Additional Borrowers			45
		17.2		Repetition of Representations			45
18		General					45
		18.1		Governing law and jurisdiction			45
		18.2		Prohibition and enforceability			46
		18.3		Waivers			46
		18.4		Variation			46
		18.5		Cumulative rights			46
		18.6		Counterparts			46
		18.7		Attorneys			47
		Schedules
		Borrowers					49
		Key Terms Schedule					52
		Fee Schedule					55
		Funding Notices					58
		Selection Notice					64
		Renewal Notice					66

[*] Confidential Treatment Requested

Multi-option facility agreement     Contents 3

Contents

		Roll over of existing Drawings					69
		Signing page					72
		Attachments
		Accession Deed — Additional Borrowers

[*] Confidential Treatment Requested

Multi-option facility agreement     Contents 4

The agreement

Multi-option facility agreement

Date 42 November 2009

Between the parties
Original Borrower		Each of the persons listed in Schedule 1
Lender		Commonwealth Bank of Australia
		ABN 48 123 123 124 of Xxxxx 00, Xxxxxxx Xxxx Tower 1, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx 0000, Xxxxxxxxx
Background		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.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 1

Operative part

1		Definitions and interpretation
1.1		Agreement components
		This agreement includes any schedule.
1.2		Definitions
		The meanings of the terms used in this document are set out below.

Term		Meaning
Accession 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.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 2

1     Definitions and interpretation

Term		Meaning
Application for Irrevocable Documentary Credit		an application for irrevocable documentary credit in the form most recently notified to Xxxx by the Lender.
Available Currency		A$, US Dollars, Sterling, CAD and Euro and any other currency approved by the Lender.
Availability Period		in relation to a Facility, the period commencing on the date on which the conditions precedent set out in clause 2.1 are satisfied or waived by the Lender and ending on the earlier of:
		1     the Termination Date (if any) for that Facility;
		2     the date falling one month prior to the Final Termination Date; and
		3     the date on which the Commitment is cancelled in full under this agreement.
Bank Guarantee		a guarantee issued by the Lender under the Credit Support Facility.
Base Rate		on any Rate Set Date in respect of a Funding Period for a Funding Portion:
		1     the Applicable Screen Rate for the Funding Period and the Funding Portion; or
		2     if on the Rate Set Date for any reason the Applicable Screen Rate is not displayed or the basis on which the Applicable Screen Rate is displayed is changed and in the opinion of the Lender it ceases to reflect the Lender’s cost of funding to the same extent as at the date of this agreement, then the Base Rate will be the rate determined by the Lender to be the average of rates quoted to the Lender by 3 Reference Banks on the Rate Set Date for:
		•     in the case of a Funding Portion denominated in A$ 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; and
		3     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.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 3

1     Definitions and interpretation

Term		Meaning
Beneficiary 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.
Xxxx Acceptance / Endorsement Fee		the fee payable to the Lender for accepting or endorsing Bills, calculated in accordance with clause 7.13(a).
Xxxx Acceptance / Endorsement Fee Rate		on any date, in respect of a Xxxx Funding, the % per annum under the heading “Xxxx Acceptance/Endorsement Fee Rate” corresponding to the most recent Gearing Ratio (as set out in the most recent Compliance Certificate provided by Xxxx), as specified in Part 2 of the Key Terms Schedule under the heading “Xxxx Acceptance/Endorsement Fee Rate”.
Xxxx 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.
Xxxx 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:
		1     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:
		2     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; and
		2     for all other purposes, a day on which banks are open for business in Sydney and Melbourne excluding a Saturday, Sunday or public holiday.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 4

1     Definitions and interpretation

Term		Meaning
CAD		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; and
		2     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 Xxxx), 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 Xxxx		any Xxxx drawn under the Commercial Bills Facility which has not been

[*] Confidential Treatment Requested

Multi-option facility agreement     page 5

1     Definitions and interpretation

Term		Meaning
		discharged 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; and
		3     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 Xxxx under the Commercial Bills Facility denominated in Dollars, its Face Value Amount at that time.
Discount Amount		in respect of a Xxxx discounted by the Lender, the Dollar amount derived by application of the following formula

FVA -		FVA x 36500
		36500 + (D x R)

		where:
		FVA equals the Face Value Amount of the Xxxx;
		R equals the Xxxx Discount Rate on the Funding Date on which the Xxxx is discounted (expressed as a number eg 10.74% is expressed as 10.74); and
		D equals the number of days in the Funding Period for the Xxxx.
Documentary LC		a documentary letter of credit issued by the Lender under the Trade Finance Facility.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 6

1     Definitions and interpretation

Term		Meaning
Documentary 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, Xxxx 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; and
		3     in relation to a Xxxx, the amount stated on the Xxxx as the maximum amount payable under the Xxxx.
Facility		1     the Cash Advance Facility;
		2     the Commercial Bills Facility;
		3     the Credit Support Facility;
		4     the Trade Finance Facility; or
		5     the Overdraft Facility.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 7

1     Definitions and interpretation

Term		Meaning
Facility 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; and
		5     in respect of the Overdraft Facility, the Overdraft Facility Limit.
Fee Letter		each fee letter between the Lender and Xxxx 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 Xxxx		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:

[*] Confidential Treatment Requested

Multi-option facility agreement     page 8

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 Xxxx.
Group Limit Facility		the group limit overdraft facility dated on or about the date of this agreement between, amongst others, the Lender and Xxxx.
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, 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX0X0XX, Xxxxxxx;
		3     the office of the Lender at Xxxxx 00, 000 Xxxxxxxxx Xxxxxx Xxx Xxxx 00000, XXX; or
		4     any other office notified by the Lender under this agreement.
Liquidity Xxxx		a Xxxx 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 Commitment Fee Rate, 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 Xxxx); and
		2     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 Xxxx).
Negative Pledge Agreement		the deed entitled ‘Negative Pledge’ dated 29 October 1991 between, amongst others, the Lender, Xxxx and the companies named in Schedule 1 of that deed.
Net Xxxx Proceeds		in respect of a Xxxx discounted by the Lender under the Commercial Bills Facility, the amount to be provided by the Lender in respect of that Xxxx in accordance with clause 7.8.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 9

1     Definitions and interpretation

Term		Meaning
Obligation		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; and
		2     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; and
		3     for a Xxxx under the Commercial Bills Facility, its Face Value Amount on its Funding Date.
Outstanding Current Xxxx Amount		in respect of a Xxxx 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		in relation to an overdue amount the aggregate of:
		1     the Overdue Margin;
		2     the Margin; and
		3     the Base Rate for the currency in which that overdue amount is payable on the relevant date on which the Overdue Rate is calculated under clause 15, as determined by the Lender in accordance with the definition of Base Rate

[*] Confidential Treatment Requested

Multi-option facility agreement     page 10

1     Definitions and interpretation

Term		Meaning
		in this clause 1.2 except that in making the determination all references in that definition to:
		•     ‘Funding Period’ are references to a period of 30 days;
		•     ‘Rate Set Date’ are to the relevant date on which that Overdue Rate is calculated under clause 15; and
		•     ‘Funding Portion’ are to that overdue amount.
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.
Payment 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 Xxxx, 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 first day of that Funding Period; and
		2     denominated in US Dollars, 2 days (excluding Saturday, Sunday and public holidays and being days on which banks are open for business in London and New York) before the first day of that Funding Period;
		3     denominated in Euro, 2 TARGET Days before the first day of that period;
		4     denominated in CAD, 2 days (excluding Saturday, Sunday and public holidays and being days on which banks are open for business in Ottawa) before the first day of that Funding Period; and
		5     denominated in Sterling, the first day of that Funding Period.
Relevant Credit Support Documents		1     each Transaction Document; 2     each Credit Support Document;
		3     each Documentary LC; and
		4     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

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1     Definitions and interpretation

Term		Meaning
		Foreign Currency, that Foreign Currency; and
		3     in any other case, if not expressly stated to be another currency, Dollars.
Relevant Interbank Market		1     in relation to A$, the Australian bank xxxx market;
		2     in relation to US Dollars, CAD or Sterling, the London interbank market; and
		3     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.
Standby 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.

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2     Conditions precedent

Term		Meaning
Trade Advance Request		a request for a Trade Advance in the form most recently notified to Xxxx 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;
		3     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 definitions
		A 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 provisions
		Clauses 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’.

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2     Conditions precedent

2		Conditions precedent
2.1		Conditions precedent to initial Funding Portion
		The 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;
	(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 Xxxx 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 Portions
		The Lender is not obliged to provide any Funding Portion under a Facility until the following conditions are fulfilled to the Lender’s satisfaction:

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3     Roll over of principal outstanding

	(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;
	(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 copies
		If 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 precedent
		A 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 outstanding
		The parties agree that on and from Financial Close:

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3     Roll over of principal outstanding

(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. 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 Xxxx 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 Xxxx 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;

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4     Commitment, purpose and availability of Facility

	(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.

4		Commitment, purpose and availability of Facility
4.1		Provision of Commitment
		The Lender must make the Commitment available to the Borrower on the terms of this agreement.
4.2		Purpose
		A 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 at least 10 Business Days’ notice.
	(b)		A partial cancellation of the Undrawn Commitment may only be made in a minimum amount of $5,000,000 and in an integral multiple of $500,000.
	(c)		A notice given under clause 4.3(a) is irrevocable.

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4     Commitment, purpose and availability of Facility

4.4		Cancellation at end of Availability Period
		On 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 delivering to Xxxx 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 Xxxx 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.

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5     Funding and rate setting procedures

(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
	(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 procedures
5.1		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) Xxxx 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 Xxxx whether at the time such notice is given it has determined that a Market Disruption Event has occurred.

5.2		Requirements for a Funding Notice
		A 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

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5     Funding and rate setting procedures

(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
	(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 Notice
		The 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 Portions
		Each 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, not less than $500,000 and is an integral multiple of $100,000;
	(b)		if denominated in a Foreign Currency, not less than an amount, based on the Original Dollar Amount, which is the equivalent of A$500,000 and which corresponds as closely as practicable to an integral multiple of A$100,000; 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 of 1, 2, 3 or 6 months or any other period that the Lender agrees with the Borrower;
	(2)		under the Commercial Bills Facility must be between 30 and 185 days;
	(3)		for a Trade Advance must be between 7 and 185 days; and

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5     Funding and rate setting procedures

(4) for Proceeds of Negotiation must be no greater than 180 days.

	(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:

	(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 Xxxx of the Funding Rate for a Funding Period for a Funding Portion as soon as reasonably practicable, and in any event within 2 Business Days, 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 Xxxx, and the Base Rate for the Funding Period shall be the rate notified to Xxxx 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

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5     Funding and rate setting procedures

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 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 Xxxx 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 Xxxx 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

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6     Cash Advance Facility

(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 Xxxx 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.

5.10		Unavailability of a currency
		If, 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)		Xxxx 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 Xxxx, provide that Funding Portion in USD.
6		Cash Advance Facility
6.1		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.

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6     Cash Advance Facility

6.2		Number of Funding Portions
		The Borrowers must ensure that no more than 12 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 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 Notice
		A 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 at least 2 Business Days before the Selection Date for a relevant Funding Portion funded in Dollars and at least 3 Business Days 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		Repayment
		Each 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 at least 5 Business Days’ prior notice specifying:

	(1)		the prepayment date;
	(2)		the relevant Funding Portions which are to be prepaid in whole or in part.

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6     Cash Advance Facility

(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, in a minimum amount of A$500,000 and in an integral multiple of A$100,000; and
	(2)		in the case of any prepayment denominated in and permitted to be made in a Foreign Currency, in a minimum amount which corresponds as closely as practicable to A$500,000 and in an integral multiple of which corresponds as closely as practicable to A$100,000.

	(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.
	(e)		A notice given under clause 6.6(a) is irrevocable.

6.7		Prepayment date
		The 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,

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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 Xxxx 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 Xxxx.
	(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).
	(f)		If a Borrower discharges any Liquidity Xxxx 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		Fees
		The 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 Facility
7.1		Xxxx acceptance and endorsement procedure
		Where 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 Bills
		If a Borrower gives a Funding Notice for a Xxxx Funding the Borrower must:

	(a)		prepare Bills comprised in a Xxxx Funding in accordance with clause 7.4;
	(b)		sign each Xxxx in the Borrower’s relevant capacity;

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	(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)		not later than 12 noon (Sydney time) on the Business Day before the proposed Funding Date if the Lender is required to accept and discount or endorse and discount those Bills; and
	(2)		not later than 10.00am (Sydney time) on the proposed Funding Date if the Lender is required to accept only or endorse only those Bills.

7.3		Failure to prepare Bills
		If:

	(a)		the Borrower of a Xxxx Funding fails to prepare or sign or deliver Bills in accordance with clause 7.2; or
	(b)		the Lender elects to do so,

		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 Xxxx comprised in a Xxxx 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 Xxxx 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 Xxxx, 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 Xxxx 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.

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7     Commercial Bills Facility

	(b)		The aggregate Face Value Amount of all Bills comprised in a Xxxx Funding must equal the aggregate amount of the Xxxx Funding requested under the relevant Funding Notice.
	(c)		The Lender may vary the term and maturity date of any Xxxx comprised in a Xxxx 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 Xxxx 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 Xxxx.

7.5		Restriction on use by the Lender
		The Lender must not use or deal with any Xxxx delivered to or prepared by it under this clause 7 except in accordance with this clause 7.
7.6		Tax on Bills

	(a)		The Borrower of a Xxxx 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 Xxxx 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 Xxxx 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 Xxxx Funding has been requested, the Lender must not later than 10.45am (Sydney time) on the Funding Date notify the Xxxx Discount Rate for that Funding Date to Xxxx.
	(b)		If:

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	(1)		before 11.15am (Sydney time) on the Funding Date the Borrower of the Xxxx Funding accepts the Lender’s Xxxx Discount Rate and requests the Lender to discount Bills; or
	(2)		the Borrower of the Xxxx 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 Xxxx 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)		the aggregate Discount Amount in respect of each Xxxx;
	(4)		the Xxxx Acceptance / Endorsement Fee 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
	(6)		any Outstanding Current Xxxx 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 discounted
		If 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 Xxxx Funding at the Lending Office but only against receipt of Same Day Funds for:

	(1)		the Xxxx 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 Xxxx 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 Bills
		As 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 Xxxx is not discharged if the Lender pays the Xxxx as acceptor or endorser or becomes the holder of the Xxxx at any time whether before, on or after maturity.

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7.11		Indemnity in respect of Bills
		The 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 Xxxx or otherwise dealing with any Xxxx in the manner contemplated by this agreement.
7.12		Variation of procedures
		The 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 Xxxx being notified of it.
7.13		Fees

	(a)		On each Funding Date on which a Xxxx Funding is made, including in respect of a Xxxx Funding drawn in accordance with clause 7.14(e), the Borrowers must pay to the Lender as a Xxxx Acceptance / Endorsement Fee, an amount equal to the Xxxx Acceptance / Endorsement Fee Rate per annum of the Face Value Amount of each Xxxx accepted by the Lender on that Funding Date, calculated for the number of days in the tenor of each Xxxx 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 Xxxx comprised in a Xxxx 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 Xxxx.
	(b)		If all or part of a Xxxx 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 Xxxx 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 Xxxx 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 Xxxx endorsed by the Lender and held by a third party at maturity the Borrower of the relevant Xxxx Funding must:

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	(1)		on the maturity date immediately notify the Lender when the Borrower discharges that Xxxx; and
	(2)		if demand is made on the Lender as endorser of the Xxxx immediately on demand pay to the Lender an amount equal to the Face Value Amount of the Xxxx.

	(e)		If, on the maturity date for a Xxxx comprised in a Xxxx 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 Xxxx Funding, as in the opinion of the Lender are necessary and in such amounts as are sufficient to result in Net Xxxx 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).

7.15		Acknowledgment regarding signed Bills
		The 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 Xxxx 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 Facility
8.1		Issue of Credit Support Documents
		If 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 requirements
		Each 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;

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	(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 Documents
		A 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:

	(1)		if denominated in Dollars, of $50,000; or
	(2)		if denominated in a Foreign Currency, not less than an amount, based on the Original Dollar Amount which is the equivalent of A$50,000;

	(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 at least 10 Business Days’ prior 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

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			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 date
		The Borrower may make a prepayment under clause 8.4 on any Business Day.
8.6		Cash cover
		The Borrowers must not later than 1.00pm (Sydney time) on the earlier of:

	(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.

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8.8		Tax on Credit Support Documents
		The 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.

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 Xxxx;
	(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)		Xxxx 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 notification
		Each Borrower must:

(a) use all reasonable endeavours to comply with all its obligations under or in respect of each Beneficiary Contract; and

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(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 Lender
		If 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;
	(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 Document
		The 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

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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;
	(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.

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9		Trade Finance Facility
9.1		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:

	(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 Xxxx.

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9     Trade Finance Facility

9.2		Provision of Advances
		If 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.

9.3		Application of Trade Advances
		The 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 Advances
		Each 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 LCs
		If 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.

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9     Trade Finance Facility

9.7		Form of Documentary LCs
		A 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
	(g)		be denominated in an Available Currency.

9.8		Credit Support Document terms apply to Documentary LC
		Clauses 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 Negotiation
		If 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.

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10     Overdraft Facility

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 Xxxx 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 Xxxx 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:

	(1)		on any date prior to the date on which the Foreign Xxxx negotiated by the Lender in accordance with clause 9.9 in connection with the Proceeds of Negotiation expires (Expiring Xxxx), 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 Xxxx on substantially the same terms (other than as to its expiry date) and for the same principal amount as the Expiring Xxxx (Replacement Xxxx).

	(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 Xxxx.
	(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 Xxxx.

9.13		Fees
		The 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 Facility
10.1		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.

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11     Representations and warranties

(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		Prepayment
		A Borrower may prepay a Funding Portion drawn under the Overdraft Facility at any time in whole or in part.
10.4		Fees
		The 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 warranties
11.1		Representations and warranties
		Each 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 warranties
		The 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 Lender
		Each 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.

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12     Undertakings

12		Undertakings
12.1		Incorporated undertakings
		The Borrowers must, and must ensure that each other Transaction Party will, comply with clause 4 of the Common Terms Deed.
12.2		Compliance
		Each 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 undertakings
		Unless the Lender otherwise agrees in writing, until:

	(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 Default
13.1		Events of Default
		An 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 Default
		Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this agreement as if set out in full in this agreement and as if references in those clauses to ‘this deed’ were to ‘this agreement’.
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 Xxxx in relation to which the cash cover was lodged; and
	(2)		secondly, in payment of the balance, if any, of the Outstanding Moneys.

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14     Fees

	(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 Xxxx 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 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		Fees
		The 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)		[*]

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15     Interest on overdue amounts

15		Interest on overdue amounts
15.1		Payment of interest
		Each 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 interest
		The 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
	(b)		may be capitalised at monthly intervals.

15.3		Rate of interest
		The 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 substitution
		Clause 13 of the Common Terms Deed applies to this agreement as if set out in full in this agreement and as if references in that clause to ‘this deed’ were to ‘this agreement’ other than the reference to ‘this deed’ in clause 13.2(c) which should be read as a reference to the Common Terms Deed.

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17     Additional Borrowers

17		Additional Borrowers
17.1		Additional Borrowers
		Sims 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 Representations
		Delivery 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.
18		General
18.1		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 Xxxx Metal Management Limited of Xxx Xxxxxx Xxxxx Corporate Park, Suite 3, Xxxxx 0 00-00 Xxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx 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).

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18     General

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.

	(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		Variation
		A variation of any term of this agreement must be in writing and signed by the parties.

18.5		Cumulative rights
		The 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.

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18     General

18.7		Attorneys
		Each 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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Schedules

Table of contents

Borrowers			49
Key Terms Schedule			52
Fee Schedule			55
Funding Notices			58
Selection Notice			64
Renewal Notice			66
Roll over of existing Drawings			69

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Schedule 1

Borrowers

Clause 1.2 (Definitions)

		Jurisdiction of
		incorporation /
		registration /
Name		organisation		Company number (if any)
Xxxx Metal Management Limited		Australia		69 114 838 630
Xxxx Group Australia Holdings Limited		Australia		37 008 634 526
Sims Aluminium Pty Limited		Australia		93 004 370 905
Xxxx Group UK Limited		United Kingdom		3242331
Xxxx Group UK Holdings Limited		United Kingdom		2904307
Mirec B.V.		The Netherlands		17073024
Sims Recycling Solutions AB		Sweden		N/A
Xxxx Group USA Corporation		Delaware		N/A
Xxxx Group Global Trade Corporation		Delaware		N/A
North Carolina Resource Conservation, LLC		North Carolina		N/A

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Schedule 1     Borrowers

		Jurisdiction of
		incorporation /
		registration /
Name		organisation		Company number (if any)
Xxxx Group USA Holdings Corporation		Delaware		N/A
Schiabo Larovo Corporation		Delaware		N/A
Simsmetal East LLC		Delaware		N/A
Simsmetal West LLC		Delaware		N/A
Metal Management, Inc.		Delaware		N/A
Metal Management Alabama, Inc.		Delaware		N/A
Metal Management Arizona, L.L.C.		Arizona		N/A
Metal Management Connecticut, Inc.		Delaware		N/A
Metal Management Memphis, L.L.C.		Tennessee		N/A
Metal Management Midwest, Inc.		Illinois		N/A
Metal Management Mississippi, Inc.		Delaware		N/A
Metal Management Northeast, Inc.		New Jersey		N/A
Metal Management Ohio, Inc.		Ohio		N/A
Metal Management West, Inc.		Colorado		N/A

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Schedule 1     Borrowers

		Jurisdiction of
		incorporation /
		registration /
Name		organisation		Company number (if any)
Proler Southwest LP		Texas		N/A
Metal Dynamics Detroit LLC		Delaware		N/A

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Schedule 2

Key Terms Schedule

Part 1 — Cash Advance Facility

Facility		Available.
Facility Limit		Not applicable.
Purpose		Financing or supporting the working capital needs of the Xxxx 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 Xxxx Group.
Termination Date		Not applicable.
Xxxx Acceptance / Endorsement Fee		The Xxxx Acceptance / Endorsement Fee Rate determined in accordance with the following table:
Rate

Gearing Ratio Xxxx Acceptance / Endorsement

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Schedule 2     Key Terms Schedule

				Fee Rate
		[*]		[*]

Part 3 — Credit Support Facility

Facility		Available.
Facility Limit		Not applicable.
Purpose		Financing or supporting the working capital needs of the Xxxx 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.
Purpose		The financing or refinancing of Obligations.

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Schedule 2     Key Terms Schedule

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 Xxxx Group.
Termination Date		Not applicable.
Overdraft Borrower		1    Xxxx Group Australia Holdings Limited;
		2   Sims Aluminium Pty Limited;
		3   Xxxx Metal Management Ltd; and
		4   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		$450,000,000
Commitment Fee Rate		On any date, [*] of the Margin on that date.
Final Termination Date		31 December 2010.
Overdue Margin		[*] per annum.

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Schedule 3

Fee Schedule

1.1		Cash Advance Facility fees
		Such 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/Xxx
Xxxx Handling Fee		$	100				n/a

1.3		Credit Support Facility fees
		Such 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/Max
Imports
Import Documentary Collections		Document handling		0.25% of collection amount		A$100 / A$1000
		Accepted Bills received for payment		A$80		n/a
		Documents free of payment		A$80		n/a
		Consignment		A$100		n/a
		AWB release issuance		A$100		n/a
		Avalisation Bills of Exchange		On application		MinA$100
		Additional handling charges		A$80		A$75
Import Documentary Letters of Credits (IDLC)		Issuance		0.125% of amount for each 6 month period or part thereof		A$75 / A$350
		Issuance — via bank’s e-channel		0.125% of amount for each 6 month period or part thereof		A$75/A$350
		Amendment		A$80		Min A$80
		Amendment — via bank’s e-channel		A$65		Min A$65

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Schedule 3      Fee Schedule

Product		Charge Type		Pricing		Min/Max
		Increase in value		0.125% of amount for each 6 month period or part thereof		n/a
		Extension of expiry		0.125% of amount for each 6 month period or part thereof		n/a
		Back-to-back issuance		Price on Application		MinA$300
		Cash-covered issuance structuring		Price on application		Min A$100
Bank’s e-channel		System set-up		n/a		n/a
		Monthly channel cost		n/a		n/a
Drawings under IDLC		Document handling		0.25%		A$65 / A$750
		Acceptance/deferred payment		0.125% per 30 day period or part thereof		MinA$80
		Drawing under expired DC		A$80		n/a
		Discrepancy fee		US$100 or A$ Equivalent		n/a
		Reimbursement Commission		US$100 or A$ Equivalent		n/a
		Telex fee		US$20 or A$ Equivalent		n/a
Exports
Export Documentary Collections		Document handling		0.1635%( includes GST)		A$38.23 / A$382.08
		Documents free of payment		A$80 ( includes GST)		n/a
		Tracers for payment		A$20		n/a
		Additional handling charges		A$80 ( includes GST)		n/a
Foreign Bills Negotiated		Document handling		0.15%( includes GST)		A$50 / A$350
		Additional handling charges		A$80 ( includes GST)		n/a
Export Documentary Letters Credits (EDLC)		Advising		A$90		n/a
		Advising of amendments		A$50		n/a
		Assignment of proceeds		A$100		n/a
		Transfer of EDLC		0.25% on value of transfer		Min A$300
		Transfer of amendment		A$80		n/a
		Confirmation of EDLC (charge for Bank and Country Risk)		Point of application
		Without Recourse Export Finance		Point of application
Drawings under EDLC		Document handling		0.15%		A$50 / A$350
		Acceptance		Price on application		MinA$80
		Discrepancy fee		A$50		n/a
		Telex fee		US$20 or A$ equivalent		n/a

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Schedule 3      Fee Schedule

Product		Charge Type		Pricing		Min/Max
Trade Advances		Draw down		A$50		n/a
		Roll over		A$50		n/a
		Prepayment		A$50 plus break cost		n/a
		Late payment fee		A$50		n/a
Out of pocket expenses		SWIFT per message		MinA$15		n/a
		Telex per message		MinA$20		n/a
		Fax per message (international)		MinA$20		n/a
		Fax per message (domestic)		MinA$5 plus A$1 per page		n/a
		Courier (International)		At cost		MinA$20
		Courier (domestic)		At cost		MinA$20
		Express post		n/a		n/a

[*] Confidential Treatment Requested

Multi-option facility agreement     page 57

Schedule 4

Funding Notices

Clause 5.2 (Requirements for a Funding Notice)

Part A — Funding Notice (Cash Advance Facility and Trade Advances or Proceeds of Negotiation under Trade Finance Facility)

To: [insert name of Lender] (Lender)

Attention: [insert relevant name]

We refer to the multi-option facility agreement dated 2 November 2009 between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth Bank of Australia (as Lender) (Facility Agreement).

Under clause 5 of the 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:

Principal

Amount (in

Obligation

Dollars or

Dollars or

(Trade

specify

applicable

Original

Finance

Foreign

Foreign

Dollar

Funding

Facility

Borrower

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 Xxxx to be negotiated in connection with the Funding Portion is attached.]

[*] Confidential Treatment Requested

Multi-option facility agreement     page 58

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.

date  

Signed for and on behalf of
[insert Borrower]
by  

sign here 4

Officer

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 59

Schedule 4     Funding Notices

Part B — Commercial Bills Facility

Clause 5.2 (Requirements for a Funding Notice)

To: [insert name of Lender] (Lender)

Attention: [insert relevant name]

We refer to the multi-option facility agreement dated 2 November 2009 between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth Bank of Australia (as Lender) (Facility Agreement).

Under clause 5 of the 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 Value
Borrower		Facility		Amount		Funding Period

and in respect of each Xxxx Funding we request that you accept only/accept and discount/ endorse only/endorse and discount each Xxxx comprised therein.

(d)		Please prepare, complete and sign the Bills comprised in each Xxxx 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

Multi-option facility agreement     page 60

Schedule 4     Funding Notices

date  

Signed for and on behalf of
[insert Borrower]
by  

sign here 4

Officer

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 61

Schedule 4     Funding Notices

Part C — Funding Notice (Credit Support Facility and Documentary LCs under Trade Finance Facility)

Clause 5.2 (Requirements for a Funding Notice)

To: [insert name of Lender] (Lender)

Attention: [insert relevant name]

We refer to the multi-option facility agreement dated 2 November 2009 between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth Bank of Australia (as Lender) (Facility Agreement).

Under clause 5 of the 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 Value

Type of contingent

Amount (in

liability

Dollars or

(Documentary

applicable

Original

LC, Standby LC or

Expiry

Foreign

Dollar

Borrower

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

Multi-option facility agreement     page 62

Schedule 4     Funding Notices

A term defined in the Facility Agreement has the same meaning when used in this Funding Notice.

date  

Signed for and on behalf of
[insert Borrower]
by  

sign here 4

Officer

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 63

Schedule 5

Selection Notice

Clause 6.4 (Selection Notice)

To: [insert name of Lender] (Lender)

Attention: [insert relevant name]

We refer to the multi-option facility agreement dated 2 November 2009 between each party listed in Schedule 1 of that agreement (as Borrowers) and Commonwealth Bank of Australia (as Lender) (Facility Agreement).

Under clause 5 of the 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

Multi-option facility agreement     page 64

Schedule 5     Selection Notice

date  

Signed for and on behalf of
the Borrowers
by 

sign here 4

Officer

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 65

Schedule 6     Renewal Notice

Schedule 6

Renewal Notice

To: [insert name of Lender] (Sims)

Attention: [insert relevant name]

Date:

We refer to the multi-option facility agreement dated 2 November 2009 between each party listed in Schedule 1 of that agreement (as Borrowers) and the Commonwealth Bank of Australia (as Lender) (Facility Agreement).

Under clause 4.5 of the Facility Agreement we give you notice that the Lender has agreed to extend the Final Termination Date by 12 months, from [insert date] (Existing Final Termination Date) to [insert date] (New Final Termination Date), subject to the following conditions:

(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].

Subject to the above conditions being satisfied, we agree that on and from the Existing Final Termination Date:

(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

Multi-option facility agreement     page 66

Schedule 6     Renewal Notice

Schedule — Amended and restated Key Terms Schedule

[to be inserted]

Lender

Signed for
[Commonwealth Bank of Australia]
by its attorney

sign here 4

Attorney

print name

in the presence of

sign here 4

Witness

print name

print name  

[*] Confidential Treatment Requested

Multi-option facility agreement     page 67

Schedule 6     Renewal Notice

Agreed and acknowledged by Sims on behalf of the Borrowers:

Sims

Signed for
Xxxx Metal Management Limited

sign here 4

Director

print name

sign here 4

Director/Company Secretary

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 68

Schedule 7     Roll over of existing Drawings

Schedule 7

Roll over of existing Drawings

Clause 3 (Roll over of principal outstanding)

		Description of drawing
		under Existing Multi-		Identification		Facility under
Borrower		Option Facility Agreement		Number		this agreement
Xxxx Group Australia Holdings Limited (formerly known as Xxxx Metal Limited)		AUD10,000 bank guarantee issued on 6 June 1984 in favour of [*].		[*]		Credit Support Facility
Xxxx Group Australia Holdings Limited		AUD50,000 bank guarantee issued on 18 May 2005 in favour of [*].		[*]		Credit Support Facility
Xxxx Group Australia Holdings Limited		AUD88,360 bank guarantee issued on 31 October 2005 in favour of [*].		[*]		Credit Support Facility
Xxxx Group Australia Holdings Limited		AUD1,000,000 bank guarantee issued on 26 June 2008 in favour of [*].		[*]		Credit Support Facility
Xxxx Group Australia Holdings Limited		AUD50,000 bank guarantee issued on 6 February 2009 in favour of [*].		[*]		Credit Support Facility
Xxxx 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 Facility
Xxxx Group UK Limited		EUR150,000 bank guarantee issued on 3 June 2005 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR20,000 bank guarantee issued on 13 June 2005 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR15,000 bank guarantee issued on 13 June 2006 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited and Mirec B.V.		EUR20,000 bank guarantee issued on 8 May 2007 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR15,000 bank guarantee issued on 9 May 2009 in favour of [*].		[*]		Credit Support Facility
Xxxx 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

Multi-option facility agreement     page 69

Schedule 7     Roll over of existing Drawings

		Description of drawing
		under Existing Multi-		Identification		Facility under
Borrower		Option Facility Agreement		Number		this agreement
Xxxx Group UK Limited		EUR3,488.79 bank guarantee issued on 12 November 2007 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR3,944.84 bank guarantee issued on 12 November 2007 in favour of [*].		[*]		Credit Support Facility
Mirec B.V.		EUR150,000 bank guarantee issued on 4 January 2008 in favour of [*].		[*]		Credit Support Facility
Sims Recycling Solutions AB		EUR50,000 bank guarantee issued on 18 January 2008 in favour of [*].		N/A		Credit Support Facility
Xxxx Group UK Limited		EUR14,348 bank guarantee issued on 20 May 2008 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR275,000 bank guarantee issued on 8 December 2008 in favour of [*].		[*]		Credit Support Facility
Sims Recycling Solutions Canada Ltd		CAD500,000 letter of credit issued on 2 October 2008 in favour of [*].		[*]		Credit Support Facility
Sims Xxxx Xxx West		USD300,000 letter of credit issued 11 January 2006 in favour of [*].		[*]		Credit Support Facility
Sims Xxxx Xxx Corp.		USD3,075,466 letter of credit issued 14 March 2006 in favour of [*].		[*]		Credit Support Facility
Xxxx Group USA Holding Corporation		USD60,000 letter of credit issued 18 June 2007 in favour of [*].		[*]		Credit Support Facility
Simsmetal West LLC		USD250,000 letter of credit issued 26 July 2007 in favour of [*].		[*]		Credit Support Facility
Xxxx Metal Management Limited		AUD74,797.30 bank guarantee issued on 28 September 2009 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		GBP212,984 bank guarantee issued on 12 May 2009 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR94,055 bank guarantee issued on 8th July 2009 in favour of [*].		[*]		Credit Support Facility
Xxxx Group UK Limited		EUR90,000 bank guarantee issued on 18th August 2009 in favour of [*].		[*]		Credit Support Facility

[*] Confidential Treatment Requested

Multi-option facility agreement     page 70

Schedule 7     Roll over of existing Drawings

		Description of drawing
		under Existing Multi-		Identification		Facility under
Borrower		Option Facility Agreement		Number		this agreement
Xxxx Group UK Limited		GBP3,110 bank guarantee issued on 17th September 2009 in favour of [*].		[*]		Credit Support Facility

[*] Confidential Treatment Requested

Multi-option facility agreement     page 71

Signing page

Executed as an agreement

Sims

Signed sealed and delivered by

Xxxx Metal Management Limited

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

Borrower

Signed sealed and delivered by

Xxxx Group Australia Holdings Limited

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 72

Signing page

Borrower

Signed sealed and delivered by

Sims Aluminium Pty Limited

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

Borrower

Signed sealed and delivered by

Xxxx Group UK Limited

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 73

Signing page

Borrower

Signed sealed and delivered by

Xxxx Group UK Holdings Limited

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

Borrower

Signed sealed and delivered by

Mirec B.V.

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 74

Signing page

Borrower

Signed sealed and delivered by

Sims Recycling Solutions AB

by

sign here 4

Company Secretary/Director

print name

sign here 4

Director

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Xxxx Group USA Corporation

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 75

Signing page

Borrower

Signed sealed and delivered for

Xxxx Group Global Trade Corporation

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

North Carolina Resource Conservation, LLC

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 76

Signing page

Borrower

Signed sealed and delivered for

Xxxx Group USA Holdings Corporation

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Schiabo Larovo Corporation

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 77

Signing page

Borrower

Signed sealed and delivered for

Simsmetal East LLC

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Simsmetal West LLC

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 78

Signing page

Borrower

Signed sealed and delivered for

Metal Management, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Management Alabama, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 79

Signing page

Borrower

Signed sealed and delivered for

Metal Management Arizona, L.L.C.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Management Connecticut, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 80

Signing page

Borrower

Signed sealed and delivered for

Metal Management Memphis, L.L.C.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Management Midwest, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 81

Signing page

Borrower

Signed sealed and delivered for

Metal Management Mississippi, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Management Northeast, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 82

Signing page

Borrower

Signed sealed and delivered for

Metal Management Ohio, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Management West, Inc.

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 83

Signing page

Borrower

Signed sealed and delivered for

Proler Southwest LP

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

Borrower

Signed sealed and delivered for

Metal Dynamics Detroit LLC

by its officer

sign here 4

Officer

By executing this deed the signatory states that the signatory has received no notice of revocation of the authority under which the signatory signs this deed

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 84

Signing page

Lender

Signed sealed and delivered for

Commonwealth Bank of Australia

by its attorney

sign here 4

Attorney

print name

in the presence of

sign here 4

Witness

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 85

Attachments

Table of contents

Accession Deed — Additional Borrowers

[*] Confidential Treatment Requested

page 1

Attachment 1

Accession Deed — Additional Borrowers

Clauses 1.2 (Definitions) and 17 (Additional Borrowers)

Date 4

This deed poll is made by
Sims		Xxxx Metal Management Limited
		ACN 114 838 630 of Xxx Xxxxxx Xxxxx Corporate Park, Suite 3, Xxxxx 0 00-00 Xxxx Xxxxxx Xxxxxx XXX 0000
Additional Borrower		[     ] [insert ACN/ABN/ARBN] of [     ]
Background		1   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.
		2   The Additional Borrower wishes to become a Borrower on the terms and conditions set out in this deed poll.

This deed poll witnesses as follows:

1 Interpretation

(a) Words and phrases defined in the Facility Agreement (including by incorporation) have the same meaning when used in this deed poll.

Multi-option facility agreement     page 1

Attachment 1 Accession Deed — Additional Borrowers

(b) In this deed poll, Existing Borrower has the meaning set out below.

Term		Meaning
Existing Borrower		each person which is a Borrower under the Facility Agreement at the time of execution of this deed poll.

2		Representations and warranties
		The 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 Borrower
		The 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 documents
		The 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 Parties
		Sims (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;

[*] Confidential Treatment Requested

Multi-option facility agreement     page 2

Attachment 1 Accession Deed — Additional Borrowers

	(b)		prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Transaction Documents; or
	(c)		discharges, releases or otherwise affects any liability or obligation arising under the Transaction Documents.

6		Governing law
		This deed poll is governed by the laws of New South Wales.
7		Benefit of deed poll
		This 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 notices
		The details for the Additional Borrower for service of notices are:
		Address:     [     ]. Attention:   [     ]. Facsimile:   [     ].
9		Attorneys
		Each 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.

[*] Confidential Treatment Requested

Multi-option facility agreement     page 3

Attachment 1 Accession Deed — Additional Borrowers

Executed as a deed poll

Additional Borrower

Signed sealed and delivered for
[     ]
by its attorney
 

sign here 4

Attorney

print name

in the presence of
 

sign here 4

Witness

print name

Sims

Signed sealed and delivered for
Xxxx Metal Management Limited
for itself and as attorney for each
other Transaction Party
 

sign here 4

Director

print name

sign here 4

Director/Company Sectretary

print name

[*] Confidential Treatment Requested

Multi-option facility agreement     page 4