DATED 29 OCTOBER 1991 SIMSMETAL FINANCE LIMITED (A.C.N. 052 931 218) AND SIMSMETAL USA CORPORATION AND COMMONWEALTH BANK OF AUSTRALIA (A.C.N. 123 123 124) FACILITY AGREEMENT L.E. TAYLOR Solicitor 10th floor Bank House 309 George Street SYDNEY NSW 2000...

DATED 29 OCTOBER 1991 SIMSMETAL FINANCE LIMITED (A.C.N. 052 931 218) AND SIMSMETAL USA CORPORATION AND COMMONWEALTH BANK OF AUSTRALIA (A.C.N. 123 123 124) FACILITY AGREEMENT L.E. TAYLOR Solicitor 10th floor Bank House 309 George Street SYDNEY NSW 2000...

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EXHIBIT 4.15

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.

DATED 29 OCTOBER 1991

SIMSMETAL FINANCE LIMITED

(A.C.N. 052 931 218)

AND

SIMSMETAL USA CORPORATION

AND

COMMONWEALTH BANK OF AUSTRALIA

(A.C.N. 123 123 124)

FACILITY AGREEMENT

X.X. XXXXXX
Solicitor
10th floor
Bank House
000 Xxxxxx Xxxxxx
XXXXXX XXX 0000

Telephone: 000-0000
(Reference: IRC)

DX 0000 XXXXXX

[*] Confidential Treatment Requested

FACILITY AGREEMENT

THIS AGREEMENT is made on the 29th day of October 1991

BETWEEN

SIMSMETAL FINANCE LIMITED (A.C.N. 052 931 218) a company incorporated in the Australian Capital Territory and having its principal office at Xxxxx 0, 00 XxxXxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx and SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America and having its registered office at 000 Xxxxx 0^xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, XXX (individually and collectively “the Borrower”) of the one part

AND

COMMONWEALTH BANK OF AUSTRALIA (A.C.N. 123 123 124) a company incorporated in the Australian Capital Territory and having its principal office at 00 Xxxxxx Xxxxx, Xxxxxx, XXX (“the Bank”) of the other part

WHEREAS:-

The Bank has agreed to provide the Borrower with Accommodation not exceeding the Accommodation Limit to be provided, subject to the terms and conditions hereinafter contained, at the option of the Borrower, by any one or more Facilities.

NOW THIS AGREEMENT WITNESSES and it is hereby agreed as follows:-

1.01		DEFINITIONS

		In this Agreement and the recital hereto the following words and expressions unless otherwise specified or unless the subject or the context otherwise requires have the following meanings:-


“Accommodation”	-	any accommodation provided by the Bank hereunder pursuant to a Facility;

“Accommodation Date”	-	any date on which Accommodation is or is to be provided or on which any such Accommodation is or is to be rolled over or renewed;

“Accommodation Limit”	-	the amount specified in Part 1 of the Schedule reduced by the aggregate portions of the Accommodation Limit cancelled pursuant to Clause 4.02 from time to time and by any repayments made pursuant to Clause 7 of the Amortising USD Term Loan Facility;

[*] Confidential Treatment Requested


“Accommodation Particulars”	-	in respect of a particular Facility, the meaning ascribed to that term in the Appendix referable to that Facility;

“Appendix”	-	in respect of a particular Facility, the Appendix hereto bearing the name of that Facility;

“Australian City”	-	in respect of a particular Facility, the city set opposite the name of that Facility in Column 2 of Part 3 of the Schedule or such other city as the Bank may designate from time to time;

“Australian Dollars” and “AUD”	-	the lawful currency for the time being of the Commonwealth of Australia;

“Availability Period”	-	in respect of a particular Facility, but subject to Clause 5.02, the period from the date hereof up to and including the date specified with respect to that Facility in Part 2 of the Schedule hereto or any later date as may be agreed;

“Borrower”	-	each of Simsmetal Finance Limited and Simsmetal USA Corporation and each or any of them their or any of their successors or assigns;

“Business Day”	-	a day:-

		(a) where a payment in AUD is required to be made or a payment in a currency other than AUD is required to be made in Australia, on which the Bank is open for the transaction of the business contemplated by this Agreement in the relevant Australian City and any place where payment is required under this Agreement;

		(b) where a payment in USD is required to be made outside Australia, on which the relevant Overseas City financial markets are open for the transaction of the business contemplated by this Agreement and on which banks are open for business in New York City and Los Angeles;

		(c) where a payment in a currency other than AUD or USD is required to be made outside Australia, on which banks are open for business in the place (as designated by

[*] Confidential Treatment Requested


		the Bank) for such payment in the country of such currency; and

		(d) in all other cases, on which the Bank is open for business in the relevant Australian City;

“Drawing”	-	in respect of a particular Facility, the meaning ascribed to that term in the Appendix referable to that Facility;

“Drawdown Amount”	-	in respect of a particular Facility, the meaning ascribed to that term in the Appendix referable to that Facility;

“Drawdown Notice”	-	a notice given pursuant to Clause 2.01;

“Event of Default”	-	any of the events specified in Clause 10.01;

“Existing Accommodation”	-	in respect of a particular Facility, the meaning ascribed to that term in the Appendix referable to that Facility;

“Facility”	-	any facility specified in column 1 of Part 3 of the Schedule hereto;

“Facility Accommodation Limit”	-	in respect of a particular Facility and a particular period, the amount set opposite that period in Column 2 of Part 4 of the Schedule hereto with respect to that particular Facility reduced as appropriate from time to time in accordance with Clause 4.02;

“Governmental Agency”	-	any government or any governmental, semi-governmental or judicial entity or authority;

“Master Agreement”	-	this Agreement excluding each Appendix;

“Negative Pledge Agreement”	-	the agreement between Simsmetal Limited, the companies named in Schedule 1 of the Negative Pledge Agreement and the Bank dated ;

“Outstanding Accommodation”	-	in respect of a particular Facility, the meaning ascribed to that term in Clause 4 of the Appendix referable to that Facility;

“Overseas City”	-	in respect of a particular Facility, the city set opposite the name of that Facility in Column 3 of

[*] Confidential Treatment Requested


		Part 3 of the Schedule or such other city as the Bank may designate from time to time;

“Reference Rate”	-	the rate notified by the Bank to the Borrower from time to time as being the Bank’s reference rate for AUD denominated loans available on a selective basis to prime commercial customers as published from time to time or, if there is no such rate, the rate notified by the Bank to the Borrower as being the rate applied by the Bank in respect of AUD denominated overdraft accommodation in excess of AUD 100,000 made available by it on a selective basis to prime commercial customers;

“Tax”	-	includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a Governmental Agency in Australia, including (without limitation) any withholding, income, stamp or transaction tax, duty or charge together with any interest, penalty, charge, fee or other amount imposed or made on or in respect of any of the foregoing but excludes any tax on the overall net income of the Bank;

“United States Dollars” and “USD”	-	the lawful currency for the time being of the United States of America; and

“US Reference Rate”	-	the rate notified by the Bank to the Borrower from time to time as being the Bank’s lending rate for USD denominated loans available on a selective basis to prime or, if there is no such rate, the rate notified by the Bank to the Borrower as being the rate applied by the Bank in respect of USD denominated overdraft accommodation in excess of USD100,000 made available by it on a selective basis to prime commercial customers.

1.02		INTERPRETATION

		In interpreting this Agreement:-

	(a)		any reference to “this Agreement” or “the Agreement” shall include, where the context permits, a reference to the Schedule hereto and each Appendix;

	(b)		words importing a singular number shall include the plural and vice versa;

	(c)		words importing any gender shall include every other gender;

[*] Confidential Treatment Requested

	(d)		references to any Act of Parliament or to any section or provision thereof or to any regulations made thereunder shall be read as if the words “or any statutory amendment, consolidation or replacement thereof” were added to such references;

	(e)		headings are for convenience only and shall not affect interpretation;

	(f)		references to Paragraphs Sub-clauses and Clauses are references to Paragraphs Sub-clauses and Clauses of this Agreement as varied or replaced from time to time except where the reference is to a Paragraph Sub-clause or Clause of a particular Appendix where such reference shall be deemed to be a reference to the Paragraph Sub-Clause or Clause of that particular Appendix as replaced from time to time;

	(g)		references to States or Territories are references to all States and Territories of the Commonwealth of Australia;

	(h)		where the day on or by which any act, matter or thing is or is deemed to be done is not a Business Day such act, matter or thing shall be or be deemed to have been done on or by the immediately succeeding Business Day;

	(i)		references herein to any agreement, licence or other instrument shall be deemed to mean such agreement, licence or other instrument as varied or replaced from time to time; and

	(j)		where reference is made to any number value or amount being estimated calculated or determined on a day it shall unless the context or subject otherwise requires be estimated calculated or determined immediately after close of business on that day.

	(k)		terms not defined in this Agreement or any Appendix hereto which are defined in the Negative Pledge Agreement shall have the same meaning herein.

	(l)		the respective covenants and agreements on the part of the Borrower herein contained or implied shall bind them and every two or more of them jointly and each of them severally.

2.		DRAWDOWN NOTICES

2.01		Subject to the terms and conditions contained herein and in the Appendix of each Facility which the Borrower wishes to utilise, at any time and from time to time during the Availability Period of a particular Facility or Facilities, the Borrower may give notice to the Bank that it requires Accommodation to be provided by the Bank under such Facility or Facilities. Such notices shall:-

(a)

subject to any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, be given not later than three Business Days before a proposed Accommodation Date or such shorter period as may be agreed;

[*] Confidential Treatment Requested

	(b)		specify the proposed Accommodation Date;

	(c)		specify the proposed form of Accommodation being by way of any one or more Facilities;

	(d)		specify the Accommodation Particulars required in respect of each Facility which the Borrower wishes to utilise on such Accommodation Date;

	(e)		specify, when relevant, the bank account or accounts to which payment is to be made;

	(f)		be effective on receipt by the Bank and once given shall be irrevocable; and

	(g)		subject to any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, be in writing.

2.02

(a)

The Bank shall not be obliged to provide Accommodation on a particular Accommodation Date if immediately after the provision of such Accommodation the aggregate of the Outstanding Accommodation of all Facilities would exceed the Accommodation Limit.

	(b)		The Bank shall not be obliged to provide any Accommodation on a particular Accommodation Date under a particular Facility if immediately after the provision of such Accommodation the Outstanding Accommodation of that Facility would exceed the Facility Accommodation Limit of that particular Facility.

	(c)		The Borrower shall ensure that at all times during the Availability Period:-

	(i)		the aggregate of the Outstanding Accommodation of all Facilities shall not exceed the Accommodation Limit; and

	(ii)		the Outstanding Accommodation of each Facility shall not exceed the Facility Accommodation Limit of each particular Facility.

2.03

The Bank shall not be obliged to provide any Accommodation requested in a particular Drawdown Notice:-

	(a)		if an Event of Default or an event which with the lapsing of time or the giving of notice would become an Event of Default has occurred;

	(b)		unless all necessary approvals (and in particular but without limiting the generality thereof the approval in writing of the Reserve Bank of Australia or such other relevant authority the approval of which may from time to time be required by law), consents, licences, exemptions and filings shall have been obtained or done and certified copies thereof provided to the Bank.

[*] Confidential Treatment Requested

2.04

The obligations of the Bank hereunder are subject to the satisfaction by the Borrower of the conditions precedent set out in Part 6 of the Schedule hereto, prior to the receipt by the Bank of the first Drawdown Notice.

3.		ACCOMMODATION

3.01		Upon receipt of a Drawdown Notice and subject to the terms and conditions of this Agreement the Bank shall be obliged to provide the Accommodation requested in accordance with the terms and conditions of the Master Agreement and of the Appendix referable to the Facility pursuant to which a Drawing is requested.

3.02		The Borrower acknowledges that whilst all notices to be given by the Borrower to the Bank pursuant to this Agreement must be given to the branch of the Bank nominated as such in Part 7 of the Schedule, each of the Facilities to be made available by the Bank hereunder shall be made available through the main branch of the Bank in the Australian City or overseas City applicable to such Facility (or such other branch of the Bank as the Bank may from time to time notify to the Borrower) and that the obligation to provide a particular Facility to the Borrower is an obligation of the relevant Australian City branch or Overseas City branch of the Bank only.

4.		FEES AND CANCELLATION

4.01		Accommodation Fee

		The Borrower shall pay to the Bank the Accommodation Fees specified in Part 5 of the Schedule hereto. The Accommodation Fees shall be calculated in the manner and paid at the times set out in Part 5 of the Schedule.

4.02		Cancellation

		The Borrower, upon giving written notice to the Bank, may cancel any portion of the Accommodation Limit with respect to any Facility or Facilities nominated by the Borrower PROVIDED THAT any such cancellation must be an integral multiple of AUD500,000, or, where the Accommodation Limit is expressed in USD, USD500,000 AND PROVIDED FURTHER THAT the Accommodation Limit may not be reduced below an amount equal to the aggregate of the Outstanding Accommodation of all Facilities on the date on which the cancellation is to take AND PROVIDED FURTHER THAT any Facility Accommodation Limit may not be reduced below an amount equal to the Outstanding Accommodation of that Facility on the date on which the cancellation is to take place.

5.		ACCOUNTS AND ANNUAL REVIEW

5.01		Accounts

		The Borrower shall from and after the date hereof and so long as any Accommodation is outstanding hereunder or the Availability Period of any of the Facilities is continuing deliver to the Bank as soon as practicable (and in any event not later than three months)

[*] Confidential Treatment Requested

after the close of each financial year of the Borrower the audited balance sheet and profit and loss account of the Borrower which shall have been audited by a registered company auditor and prepared in accordance with generally accepted accounting practices and principles consistently applied in Australia except as may be noted therein.

5.02		Annual Review

		The agreement by the Bank to provide Accommodation to the Borrower hereunder shall be the subject of annual review by the Bank in each year of the Availability Period, the first such review to take place in November 1992 (other than with respect to the Amortising USD Term Loan Facility). The Bank may, not later than 31 December in each year during the Availability Period, give notice to the Borrower that:-

	(a)		the terms upon which the Bank will provide Accommodation hereunder are varied as set out in the notice whereupon the terms shall be varied accordingly with effect from the date of such notice; or

	(b)		the obligation for the Bank to provide further Accommodation hereunder shall be determined. If a notice under this paragraph (b) is given to the Borrower the obligation of the Bank to make further Accommodation to the Borrower shall be determined on the date (the “Expiration Date”) being two months from the date of such notice. On the Expiration Date the Borrower shall repay the aggregate Outstanding Accommodation together with all sums then owing or payable (contingently or otherwise) to the Bank.

6.		PAYMENTS

6.01		Subject to any provision to the contrary in the Appendix of the Facility in respect of which a payment is to be made, all payments to be made by the Borrower hereunder:-

	(a)		in AUD, shall be made to the Bank not later than 10.00 a.m. (in the relevant Australian City) on the due date to the account of the Bank at its main branch in the relevant Australian City (or to such other branch of the Bank in the relevant Australian City as the Bank may notify to the Borrower from time to time);

	(b)		in USD, shall be made to the Bank not later than 10.00 a.m. (in the relevant overseas city) on the due date in immediately available funds to the account of the Bank designated by the Bank; and

	(c)		in any other currency, shall be made to the Bank not later than 10.00 a.m. (local time in the place-for payment) on the due date in lawful money of the country of that currency and in immediately available funds which are freely transferable and convertible into United States Dollars to the Bank’s account with such bank in such place in the country of that currency as shall be designated by the Bank.

6.02

Whenever any payment hereunder shall become due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall be adjusted accordingly at the rate payable on such due date.

[*] Confidential Treatment Requested

7.		TAXES

7.01		If the Borrower is compelled by law to make a deduction from a payment on account of any Tax so that the Bank does not actually receive for its own benefit on the due date the full amount provided for under this Agreement then:-

	(a)		the amount payable will be increased so that, after making the deduction and deductions applicable to additional amounts payable under this Clause 7.01, the Bank receives the amount it would have received if no deduction had been made;

	(b)		the Borrower shall make the deduction;

	(c)		the Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law and provide evidence to the Bank that the deduction has been made; and

	(d)		as soon as practicable after the receipt of a payment of any amount pursuant to paragraph (a) above, the Bank will apply to the relevant taxing authority for, and will take all reasonable steps to obtain, any refund or credit to which it may be entitled in respect of the amount deducted. If any such refund shall be received or due payment of, tax reduced by reason of such credit,” the Bank must as soon as practicable notify the Borrower and pay to the Borrower in such manner as the Borrower shall direct an amount equal to the refund received or credit allowed.

7.02		If by the terms of Section 261 of the Income Tax Assessment Act, 1936 (Commonwealth) any agreement by the Borrower pursuant to Clause 7.01 would, but for the provisions of this Clause 7.02 be void, a failure by the Borrower to comply with the terms of Clause 7.01 shall not constitute a breach of this Agreement.

		If, in such case, the Borrower fails to comply with the provisions of Clause 7.01, then notwithstanding:-

	(a)		that such failure does not constitute a breach of this Agreement;

	(b)		that such failure does not constitute an Event of Default; and

	(c)		anything else in this Agreement,

the Bank may by written notice to the Borrower:-

	(i)		cancel any further obligation of the Bank to provide or participate in the provision of Accommodation pursuant to this Agreement; and/or

	(ii)		declare all moneys owing under this Agreement (whether actually or contingently) to be immediately due and payable, whereupon the Borrower shall immediately pay to the Bank:-

(A)

such moneys together with accrued interest;

[*] Confidential Treatment Requested

(B)

an amount equal to the aggregate face value of all Bills which have been accepted by the Bank and which either have not matured by or mature on the date of that notice.

The provisions of Clause 10.03 shall apply with respect to any amounts paid in accordance with sub-paragraph (B) of Clause 7.02(ii)(B).

8.		INCREASES IN COST

		If any change in law or in its interpretation or administration and/or compliance by the Bank with any order, directive or guideline (whether or not having the force of law and whether or not issued prior to the date hereof) from any applicable fiscal, monetary or other authority compliance with which is in accordance with the practice of responsible banks shall:-

	(a)		impose, modify or deem applicable any reserve, capital adequacy, liquidity adequacy, special deposit or revenue requirements against assets held by or deposits in or for the account of or advances or loans by the Bank;

	(b)		change the basis of taxation, of payments to the Bank of principal or interest on any Accommodation (other than in respect of income tax on the overall income of the Bank);

	(c)		oblige the Bank to pay or make any deduction in respect of any tax, duty or other impost of any kind whatsoever referable in any way to the funds raised or utilised by the Bank for the purposes of any Accommodation or the payment or repayment by the Bank of such funds; or

	(d)		otherwise result in an increase to the Bank of the cost of providing or maintaining any Accommodation or in the effective return to the Bank (including return on the Bank’s capital) under this Agreement being reduced by an amount which the Bank deems to be material THEN the Borrower shall pay to the Bank on demand such additional amount as is necessary to compensate the Bank for the increased costs to the Bank of providing or maintaining any Accommodation or the reduction in the effective return to the Bank (including return on the Bank’s capital) under this Agreement caused by any such change and/or compliance PROVIDED HOWEVER that the Borrower may, upon becoming aware of the foregoing, revoke any outstanding Drawdown Notices with a view to minimising the impact of any charges imposed pursuant to this Clause 8 by notifying the Bank to that effect on or before 4.00 p.m. (in the relevant Australian City) on the date which is three Business Days prior to the relevant Accommodation Date (or by such later time as may be agreed).

[*] Confidential Treatment Requested

9.		REPRESENTATIONS AND WARRANTIES

9.01		Various Representations and Warranties

		The Borrower by its execution hereof herein makes the representations and warranties for the benefit of the Bank made by it under Clause 5.1 of the Negative Pledge Agreement.

9.02		Survival and Repetition of Representations and Warranties

		The representations and warranties in Clause 9.01 shall survive the execution of this Agreement and the making available of the Accommodation and shall be deemed to have been given on the first Accommodation Date and shall also be deemed to have been made and repeated on each subsequent Accommodation Date.

10.		DEFAULT

10.01		The occurrence of an Event of Default (as defined in the Negative Pledge Agreement) under the Negative Pledge Agreement shall constitute an Event of Default under this Agreement and on the occurrence of such an Event of Default, and at any time thereafter, the Bank may, by written notice to the Borrower:

	(i)		declare that any obligation of the Bank to provide any further Accommodation (whether by way of fresh Drawings or replacement of existing Drawings) is cancelled forthwith whereupon the same shall be so cancelled forthwith; and/or

	(ii)		declare the aggregate Existing Accommodation then existing together with all other sums owing or payable (contingently or otherwise) to the Bank hereunder to be immediately due and payable whereupon the same shall be immediately due and payable.

Any notice given by the Bank pursuant to paragraphs (i) or (ii) of Clause 10.01 shall be of no effect if:-

	(a)		it is given because of the occurrence of an event of default specified in paragraphs (b), (c), (d), (i), (j), (k), (n) (to the extent that it is analogous to any matter referred to in the preceding paragraphs), (o) or (r) of Clause 7.1 of the Negative Pledge Agreement; and

	(b)		within two business days of the notice the Borrower is able to show to the Bank’s satisfaction, that:-

	(i)		the Event of Default has ceased to exist, or

	(ii)		the continuation of the Event of Default does not have a Material Adverse Effect.

10.02

If the Borrower fails to pay any amount payable by it under this Agreement on the due date therefor, the Borrower shall on demand by the Bank from time to time pay interest

[*] Confidential Treatment Requested

on such overdue amount from the due date up to the date of actual payment, as well after as before judgment, compounded quarterly:-

	(a)		where the overdue amount is payable under or in respect of a particular Facility, at the Applicable Rate referable to such Facility; and

	(b)		in any other case, at the rate determined by the Bank to be [ * ] per annum above the Bank’s Reference Rate.

10.03

The Bank shall be deemed to have received any amounts described in paragraph (ii) of Clause 10.01 paid to it in accordance with that clause pending maturity of any outstanding Xxxx on terms that such amounts shall be credited to an account in the name of the Borrower established by the Bank and that the same shall bear interest at the rate from time to time payable by the Bank to its customers for a similar term and amount until each Xxxx is presented for payment or until all Bills have matured. On the Maturity Date of a Xxxx the Bank must apply the money so held by it towards paying the holder of that Xxxx. On the satisfaction of all obligations (contingent or otherwise) of the Bank under all Bills the Bank must repay to the Borrower the amount which the Bank certifies to be the amount remaining out of the amount so paid (including interest accrued thereon) after satisfaction of all those obligations and any other obligations of the Borrower under this Agreement.

11.		AGREEMENT

		Until all moneys due hereunder shall have been duly paid in full the Borrower hereby undertakes and agrees to and with the Bank that the Borrower will:-

	(a)		immediately upon becoming aware thereof notify the Bank of the occurrence of an Event of Default or of any event which with the lapse of time or the giving of notice or both would or might constitute an Event of Default; and

	(b)		perform and observe the additional agreements, if any, set out in Part 6 of the Schedule hereto;.

12.

STAMP DUTIES & EXPENSES

(a)

The Borrower agrees to pay and to indemnify the Bank against all stamp duties, registration fees, taxes and other duties or charges imposed by governmental authorities (and any and all liabilities with respect to or resulting from delay or omission to pay such taxes, duties, fees or charges) which may be payable or determined to be payable by the Borrower or the Bank in connection with the execution, delivery, performance of obligations under or enforcement of this Agreement or on or in respect of any transaction or payment contemplated hereby or in respect of moneys received or deemed to be received by the Bank pursuant to this Agreement or the transactions contemplated hereby except to the extent to which any such payment or indemnity is specifically forbidden by the law of the place where such duties, fees, taxes or charges are payable.

[*] Confidential Treatment Requested

(b)

The Borrower shall pay to the Bank on demand:-

	(i)		all legal costs (including inhouse legal costs) and out-of-pocket expenses incurred by the Bank in connection with the negotiation, preparation and execution of this Agreement; and

	(ii)		all costs, charges and expenses (including inhouse legal costs as between solicitor and client) incurred in the enforcement by the Bank of this Agreement.

13.		WAIVER

		No failure to exercise and no delay in exercising on the part of the Bank any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

14.		CURRENCY INDEMNITY

14.01		If a judgment or order is rendered by any court or tribunal for the payment of any amounts owing to the Bank under this Agreement or for the payment of damages in respect of any breach of this Agreement or under or in respect of a judgment or order of another court or tribunal for the payment of such amounts or damages, such judgment or order being expressed in a currency (“the Judgment Currency”) other than the currency payable hereunder (“the Agreed Currency”), the Borrower shall indemnify and hold harmless and keep indemnified the Bank against any deficiency in terms of the Agreed Currency in the amounts received by the Bank arising or resulting from any variation as between:-

	(i)		the rate of exchange at which the Agreed Currency is converted into the Judgment Currency for the purposes of such judgment or order; and

	(ii)		the rate of exchange at which the Bank is able to purchase the Agreed Currency with the amount of the Judgment Currency actually received and at the time of its receipt by the Bank.

14.02		The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. The Bank agrees to use reasonable endeavours to obtain the most favourable rate of exchange to minimise the cost to the Borrower.

15.		NOTICES

15.01		Save as otherwise provided herein each notice, request, demand or other communication to be given or made hereunder shall be given in writing addressed to such address as may be notified from time to time by the recipient to the sender.

[*] Confidential Treatment Requested

15.02

Any notice, request, demand or other communication to be given or made shall be deemed to have been delivered:-

	(i)		if by post, 72 hours after having been posted as ordinary mail in an envelope addressed as aforesaid; or

	(ii)		if by messenger, at the time of delivery to the relevant address; or

	(iii)		if by telex, when despatched provided the “answerback” code of the recipient has been received at the end of the transmission; or

	(iv)		if by facsimile, on the production by the despatching facsimile machine of a transmission control report showing the relevant number of pages comprising the relevant document to have been sent to the correct facsimile number and the result of the transmission as “OK”,

but if such delivery or receipt is later than 4.00 pm (local time) on a day on which business is generally carried on in the place to which such communication is sent, it shall be deemed to have been duly given or made at the commencement of business on the next such day in that place.

15.03		Any notice, request, demand or other communication to be given or made shall be deemed to have been duly authorised by the Bank if signed by an authorised officer of the Bank.

15.04		Simsmetal USA Corporation irrevocably nominates Xxxx at its last known principal place of business in New South Wales as its agent to receive service of process in any legal action or proceedings relating to this Agreement in the courts of New South Wales. If Xxxx ceases to have an office in New South Wales Xxxx Finance Limited will ensure that there will at all times be another person in New South Wales acceptable to the Bank to receive process on behalf of Xxxx USA Corporation.

16.		GENERAL

16.01		Each indemnity of the Borrower set out in this Agreement is and shall constitute a separate and independent obligation of the Borrower and applies and shall apply notwithstanding any indulgence granted to the Borrower from time to time and shall survive the termination of this Agreement.

16.02

(a)

If there is any change in any law or any Government directive which makes any provision of this Agreement unlawful and such provision is not able to be severed pursuant to Clause 16.02(b), then all liability of the Bank to provide any further Accommodation (whether by way of fresh Drawings or replacement of existing Drawings) shall cease immediately and, within sixty days of the Bank serving written demand on the Borrower, the Borrower shall pay to the Bank the aggregate Existing Accommodation then existing together with all other sums owing or payable (contingently or otherwise) to the Bank hereunder.

[*] Confidential Treatment Requested

NOTICE

With reference to Clause 15.01 of the Facility Agreement made on or around the date hereof between Simsmetal Finance Limited, Simsmetal USA Corporation and Commonwealth Bank of Australia the parties thereto hereby mutually notify each other that each notice, request, demand or other communication to be given or made under the said Facility Agreement shall be addressed:-

(a)		in the case of Simsmetal Finance Limited, to Simsmetal Finance Limited at Xxxxx 0, 00 XxXxxxx Xxxxxx, Xxxxx Xxxxxx, Fax: (00) 000-0000;

(b)		in the case of Simsmetal USA Corporation, to Simsmetal USA Corporation, C/- Simsmetal Limited, Xxxxx 0, 00 XxXxxxx Xxxxxx, Xxxxx Xxxxxx, Fax: (00) 000-0000;

(c)		in the case of Commonwealth Bank of Australia, to Simsmetal Limited Account Relationship Executive, Commonwealth Bank of Australia, Xxxxx 0, 00 Xxxxxx Xxxxx, Xxxxxx, Fax: (00) 000-0000

DATED: this day of 1991


SIGNED for and on behalf of
SIMSMETAL FINANCE LIMITED A.C.N. 052 931 218,
by:


Signature

SIGNED for and on behalf of
SIMSMETAL USA CORPORATION
by:


Signature

[*] Confidential Treatment Requested


SIGNED for and on behalf of
COMMONWEALTH BANK OF AUSTRALIA
by:


Signature

[*] Confidential Treatment Requested

(b)

If it is held by a Court of competent jurisdiction that:-

	(i)		any part of this Agreement is void voidable unlawful or unenforceable; or

	(ii)		this Agreement would be void voidable unlawful or unenforceable unless any part of this Agreement were severed from this Agreement,

then that part shall be severed from and shall not affect the continued operation of the rest of this Agreement and shall be deemed to be replaced forthwith with a provision or provisions which are not void, voidable, unlawful or unenforceable and which so far as is possible achieves the same economic or other benefit or protection for the Bank as the severed part was intended to achieve.

16.03		Where a payment by the Borrower pursuant to any provision of this Agreement (including but without limitation pursuant to Clauses 7.01(d) or 10.01(ii) of the Master Agreement or pursuant to any provision under this Agreement allowing for a voluntary early payment (except in the case of a payment made pursuant to a notice issued by the Bank under Clause 5.02) by the Borrower or pursuant to any demand by the Bank or, if applicable, pursuant to Clause 5.06 of the Foreign Currency Facility Appendix) results in the repayment or satisfaction by indemnity of any Accommodation on a date which is earlier than the date upon which such Accommodation would otherwise be due to be repaid or satisfied by indemnity hereunder the Borrower shall on demand pay to the Bank such additional amounts as may be necessary to compensate the Bank for the cost of re-employment of the funds prepaid at rates lower than the cost to the Bank of such funds PROVIDED THAT the Bank shall use its best efforts to minimise such cost. Any notice by the Bank under this clause shall, in the absence of manifest error, be conclusive evidence as to the existence of and amount of the costs referred to therein.

16.04		This Agreement shall be binding upon and inure to the benefit of the Borrower, the Bank and their respective successors and permitted assigns. Notwithstanding the foregoing the Borrower shall not assign all or any part of its rights hereunder without the prior written consent of the Bank.

16.05		Except to the extent otherwise expressly specified herein, this Agreement shall be governed by and construed in accordance with the law of the State or Territory in which the address of the Bank set out in Part 7 of the Schedule is located and the parties agree to submit to the non-exclusive jurisdiction of the Courts of such State or Territory.

16.06		Each of the Attorneys executing this Agreement hereby respectively acknowledges that he has at the time of his execution of this Agreement no notice of the revocation of the power of attorney under the authority of which he executes this Agreement.

16.07		This Agreement may be executed in any number of counterparts all of those counterparts taken together shall be deemed to constitute one and the same instrument.

THE PARTIES HERETO have caused this Agreement to be duly executed on the date first written above.

[*] Confidential Treatment Requested

SCHEDULE

PART 1 Accommodation Limit –

AUD60,000,000

PART 2 Availability Period –


(a)	Amortising USD Term Loan Facility	31 October 1996
(b)	AUD Overdraft Facility	31 October 1996
(c)	Bills Discount/Acceptance/Indorsement Facility	31 October 1996
(d)	Foreign Currency Advance Facility	31 October 1996
(e)	Documentary Credit/Guarantee	31 October 1996
(f)	Standard Letter of Credit Facility	31 October 1996
(g)	Foreign Bills Negotiated Facility	31 October 1996
(h)	USD Overdraft Facility	31 October 1996
(i)	USD Revolving Advance Facility	31 October 1996

PART 3 Facilities, Overseas Cities and Australian Cities –


	COLUMN 1	COLUMN 2	COLUMN 3
	FACILITIES	AUSTRALIAN CITIES	OVERSEAS CITIES
(a)	Amortising USD Term Loan Facility	Sydney	Los Angeles

(b)	AUD Overdraft Facility	Sydney

(c)	Bills Discount/Acceptance/Indorsement Facility	Sydney

(d)	Foreign Currency Advance Facility	Sydney	Los Angeles/New York

(e)	Documentary Credit/Guarantee	Sydney	Los Angeles/New York

[*] Confidential Treatment Requested


	COLUMN 1	COLUMN 2	COLUMN 3
	FACILITIES	AUSTRALIAN CITIES	OVERSEAS CITIES
(f)	Standby Letter of Credit Facility	Sydney

(g)	Foreign Bills Negotiated Facility	Sydney	Los Angeles/New York

(h)	USD Overdraft Facility	Sydney	Los Angeles/New York

(i)	USD Revolving Advance Facility	Sydney	Los Angeles/New York

PART 4 Facility Accommodation Limits -


	COLUMN 1	COLUMN 2
	FACILITIES	AUSTRALIAN LIMIT

(a)	Amortising USD Term Loan Facility	The AUD Equivalent of the Advance (as those terms are defined in the Amortising USD Term Loan Facility Appendix)

(b)	AUD Overdraft Facility	AUD1,000,000

(c)	Bills Discount/Acceptance / Indorsement Facility	Balance of Accommodation

(d)	Foreign Currency Advance Facility	Balance of Accommodation

(e)	Documentary Credit / Guarantee Facility	Balance of Accommodation

(f)	Standby Letter of Credit Facility	Balance of Accommodation

(g)	Foreign Bills Negotiated Facility	Balance of Accommodation

(h)	USD Overdraft Facility	Balance of Accommodation

(i)	USD Revolving Advance Facility	Balance of Accommodation

PART 5 Fees and Margins -

	(a)		LINE FEE -

			The Borrower shall pay to the Bank quarterly from and including the date of this Agreement, Line Fees under Facilities numbered (b) to (i) in Parts 2, 3 and 4 of the Schedule as follows: -

	(i)		in advance on the date hereof and on the first day of each such subsequent quarter commencing during the Availability Period a Line Fee calculated quarterly at *[]** per annum of [ * ](as reduced by the amount of any cancellation under Clause 4 in respect of Facilities numbered (b) to (i) in Part 2, 3 and 4 of the Schedule) as at such date; and

	(ii)		where the final quarterly period for the purposes of this Part 5(a) would extend beyond the Availability Period, the relevant calculation period shall

[*] Confidential Treatment Requested

be the unexpired portion of the Availability Period and all references in this Part 5(a) to a quarterly-period shall in such case be references to that period.

	(b)		FRONT END FEE -

			The Borrower shall pay to the Bank on or prior to the date of this Agreement a Front End Fee in the amount *[]**

	(c)		AMORTISING USD TERM LOAN FACILITY

			Margin — *[]**per annum

	(d)		AUD OVERDRAFT FACILITY -

			Margin — *[]**per annum

	(e)		BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY -

			The Borrower shall pay to the Bank on each Accommodation Date and Rollover Date on which bills are accepted or accepted and discounted or indorsed or indorsed and discounted by the Bank under the Bills Discount /Acceptance/Indorsement Facility a Bills Discount /Acceptance/Indorsement Fee at the rate of [ * ] per annum calculated on the face value of each Xxxx discounted or accepted by the Bank on that Accommodation Date or Rollover Date as the case may be and computed from such date until the day on which each Xxxx falls due for payment.

			Margin — *[]**per annum

	(f)		FOREIGN CURRENCY ADVANCE FACILITY

			Margin — *[]**per annum

	(g)		DOCUMENTARY CREDIT/GUARANTEE

			The Borrower shall pay to the Bank on each Accommodation Date on which a Documentary Credit Liability or a Guarantee Liability is established a Documentary Credit /Guarantee Issue Fee at the rate of *[]** per annum calculated on the face value of each Documentary Credit /Guarantee as the case may be and computed from such date until the day on which each Documentary Credit /Guarantee as the case may be falls due for payment.

	(h)		STANDBY LETTER OF CREDIT FACILITY

			The Borrower shall pay to the Bank on each Accommodation Date on which a Standby Letter of Credit Liability is established a Standby Letter of Credit Fee at the rate of *[]** per annum calculated on the face value of the Standby Letter of

[*] Confidential Treatment Requested

			Credit and computed from such date until the day on which the Standby Letter of Credit falls due for payment.

	(i)		FOREIGN BILLS NEGOTIATED FACILITY

			Margin — *[]**per annum

	(j)		USD OVERDRAFT FACILITY

			Margin — *[]**per annum

	(k)		USD REVOLVING ADVANCE FACILITY

			Margin — *[]**per annum

PART 6 Conditions Precedent and Additional Representations, Warranties and Events of Default -

	(A)		Conditions Precedent to First Drawing

			The obligations of the Bank hereunder are subject to the condition that the Bank shall have received all of the following in form and substance satisfactory to the Bank prior to receipt by it of the first Drawdown Notice-under Clause 2.01:-

	(a)		a copy of the Memorandum and Articles of Association of the Borrower certified by its company secretary as being true and up-to-date;

	(b)		a copy, certified by the company secretary of the Borrower as being a true copy, of all corporate authorisations and Powers of Attorney required for the execution and delivery by the Borrower of this Agreement and the performance by the Borrower of its obligations under this Agreement;

	(c)		a copy of all Government Approvals (if any), all certified by an Authorised Signatory as being true, up-to-date and in full force and effect;

	(d)		the Security specified in Part 8 of the Schedule such Security to be executed in a manner satisfactory to the Bank;

	(e)		an undertaking from Messrs Corrs Xxxxxxxx Westgarth in form and substance satisfactory to the Bank that they will attend to the stamping of this Agreement and the Security forthwith;

	(f)		payment of the Front End Fee; and

[*] Confidential Treatment Requested

(g)

payment of the Security Agent’s Fee in accordance with Clause 9.14 of the Security Trust Deed.

	(B)		Conditions Precedent to all Accommodation

			The obligations of the Bank hereunder to provide Accommodation pursuant to a Drawdown Notice including without limitation by way of replacement of existing Accommodation are further subject to the conditions set out, in Clause 2 and to the following:

	(a)		the representations and warranties set out in Clause 9 of this Agreement are true and correct on and as of each Accommodation Date;

	(b)		to the best of the knowledge, information and belief of the Directors and senior management of the Borrower, no Event of Default or event which, with the giving of notice or lapse of time or both would constitute an Event of Default, has occurred or is continuing or would result from the provision of the proposed Accommodation on the Accommodation Date;

	(c)		the Bank shall have received evidence as to the stamping of this Agreement in a form and substance satisfactory to it;

PART 7 Branch For Service of Notices -

00 Xxxxxx Xxxxx, Xxxxxx, XXX

PART 8 Security -

Negative Pledge Agreement.

Security Trust Deed.

General Guarantee.

General Charge.

Western Australia Charge.

Real Property Mortgages.

Simsmetal USA Corporation Security Agreement.

Simsmetal Asia Holdings Limited Charge.

Simsmetal (Hong Kong) Limited Charge.

LMC International, Inc. Security Agreement.

[*] Confidential Treatment Requested

Legal opinions in relation to Simsmetal USA Corporation, Xxxx Asia Holdings Limited, Simsmetal Limited (Hong Kong) and LMC International, Inc.


SIGNED for and on behalf of	)	COMMONWEALTH BANK OF
COMMONWEALTH BANK OF	)	AUSTRALIA
AUSTRALIA by	)	by its attorney:
	)
its duly authorised attorney	)
appointed under Power of Attorney	)
dated who by his	)
execution hereof certifies that he	)
has no notice of revocation of the	)
said power of attorney and in the	)
presence of:	)


SIGNED for and on behalf of		SIMSMETAL FINANCE LIMITED
SIMSMETAL FINANCE LIMITED by		by its attorney:

its duly authorised attorney
appointed under Power of Attorney
dated who by his
execution hereof certifies that he
has no notice of revocation of the
said power of attorney and in the
presence of:

[*] Confidential Treatment Requested


SIGNED for and on behalf of						SIMSMETAL USA CORPORATION
SIMSMETAL USA CORPORATION by						by its attorney:

its duly authorised attorney
appointed under Power of Attorney
dated who by his
execution hereof certifies that he
has no notice of revocation of the
said power of attorney and in the
presence of:

[*] Confidential Treatment Requested

AUD OVERDRAFT FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Advance”	-	each amount drawn on the AUD Overdraft Account;

“Applicable Rate”	-	the rate equal to the aggregate of the Margin as specified in Part 5 of the Schedule to the Master Agreement and the Reference Rate plus *[]** per annum;

“AUD Overdraft Account”	-	the account in the name of the Borrower referable to the AUD Overdraft Facility;

“AUD Overdraft Facility”	-	the agreement by the Bank hereunder to provide Advances;

“Drawdown Amount”	-	in respect of an Advance, the face amount of the cheque drawn on the AUD Overdraft Account in respect of that Advance;

“Drawing”	-	each utilization of the AUD Overdraft Facility as provided for in this Appendix;

“Existing Accommodation”	-	the debit balance existing in the AUD Overdraft Account on the relevant date; and

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of AUD Overdraft Facility

		The Borrower shall execute an account authority and signature card as required by the Bank before the first utilisation of the AUD Overdraft Facility.

3.		Drawings

[*] Confidential Treatment Requested

		Notwithstanding the provisions of Clause 2.01 of the Master Agreement, the Borrower shall not be required to give a Drawdown Notice with respect to a proposed Drawing under the AUD Overdraft Facility. Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement and such other terms and conditions as the Bank may from time to time at its discretion impose, Advances shall be made available upon receipt of the Borrower’s cheque duly drawn upon the AUD Overdraft Account.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the AUD Overdraft Facility on a particular date shall be the debit balance existing in the AUD Overdraft on such date.

5.		Interest

		Interest on the AUD Overdraft Account shall be computed daily on the basis of a 365 day year and shall be payable at such time and from time to time as required- by the Bank. The rate of interest shall be the Reference Rate plus *[]** per annum. Any change in such rate shall take effect at the opening of business on the effective date of such change.

6.		Fees

		The Borrower shall pay to the Bank in relation to the AUD Overdraft Facility the fees which are specified in Part 5 of the Schedule to the Master Agreement.

7.		Payment of Interest and Fees

		The Bank may debit any amount payable pursuant to Clauses 5 or 6 of this Appendix to the AUD Overdraft Account at such time and from time to time as the Bank may require in accordance with its normal practices and any such debiting shall be deemed to be an Advance.

8.		Repayment

	(a)		Notwithstanding any other provision of this Agreement the Existing Accommodation of the AUD Overdraft Facility shall be payable by the Borrower on demand by the Bank within seven (7) days of service of the demand. Without limiting the foregoing, upon or immediately after making any such demand the Bank may also notify the Borrower that the obligation of the Bank to provide any further Accommodation hereunder is cancelled forthwith, whereupon the same shall be so cancelled forthwith.

	(b)		Subject to Clause 8(a), the Borrower may repay the whole or any part of the Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be repaid in full not later than the last day of the Availability Period.

[*] Confidential Treatment Requested

9.		Payments

		All payments by the Borrower in respect of the AUD Overdraft Facility shall be made in AUD.



For and on behalf of		For and on behalf of
SIMSMETAL FINANCE LIMITED		COMMONWEALTH BANK OF AUSTRALIA

For and on behalf of
SIMSMETAL USA CORPORATION

[*] Confidential Treatment Requested

BILLS DISCOUNT/ACCEPTANCE/INDORSEMENT FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Applicable Rate”	-	the rate equal to the Reference Rate plus the Margin as specified in Part 5 of the Schedule to the Master Agreement;

“Bank Xxxx Discount Rate”	-	the rate of discount expressed as a percentage yield to maturity per annum at which the Bank is prepared to purchase Bills accepted or indorsed by itself;

“Banking Day”	-	a day on which the Bank is open for business in the Australian City;

“Xxxx”	-	has the meaning assigned to the expression “xxxx of exchange” by the Bills of Xxxxxxxx Xxx, 0000 of the Commonwealth of Australia (but shall not include cheques) and any reference to the drawing, acceptance, indorsement or other dealing of or with a Xxxx is a reference to such drawing, acceptance, indorsement or other dealing within the meaning of that Act;

“Bills Discount/Acceptance/Indorsement Facility”	-	the agreement by the Bank hereunder to accept Bills or accept and discount Bills drawn by the Borrower or to indorse Bills or indorse and discount Bills drawn by a Third Party and accepted by the Borrower;

“Bills Discount/Acceptance/Indorsement Usage Fee”	-	the Bills Discount/Acceptance/Indorsement Usage fee payable pursuant to Clause 9;

“Xxxx Indorsement Facility”	-	the agreement by the Bank hereunder to indorse or to indorse and discount Bills drawn by a Third Party and accepted by the Borrower;

[*] Confidential Treatment Requested


“Drawdown Amount”	-	in respect of a Drawing, the amount specified, pursuant to Clause 3(a), in the Accommodation Particulars referable to that Drawing;

“Drawing”	-	each utilization of the Bills Discount/Acceptance/Indorsement Facility as provided for in this Appendix;

“Existing Accommodation”	-	the aggregate face value of all Bills accepted or indorsed by the Bank hereunder which shall not have been paid;

“Net Xxxx Proceeds”	-	the Proceeds of Discount of any Xxxx accepted and discounted or indorsed and discounted pursuant to the Bills Discount/Acceptance/Indorsement Facility less the Bills Acceptance Usage Fee or the Bills Indorsement Usage Fee, as the case may be, payable in respect of that Xxxx;

“Proceeds of Discount”	-	in relation to a Xxxx discounted by the Bank, the sum derived by application of the formula:-

		Proceeds of Discount = FV x 36,500
		(DM x R) +36,500

		where: -

		FV is the face value of the Xxxx;

		DM is the number of days to maturity of the Xxxx; and

		R is the Bank Xxxx Discount Rate expressed as a percentage per annum yield;

“Retiring Bills”	-	has the meaning ascribed to that term in Clause 8; and

“Rollover Date”	-	any day during the Availability Period other than the last 30 days of the Availability Period on which any Xxxx falls due for payment.

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

[*] Confidential Treatment Requested

2.		Utilisation of Bills Discount/Acceptance/Indorsement Facility

		The Borrower shall execute such authorities as are required by the Bank before the first utilisation of the Bills Discount/Acceptance/ Indorsement Facility.

3.		Accommodation Particulars

		The Accommodation Particulars to be specified in a Drawdown Notice are:-

	(a)		the aggregate face value of Bills to be accepted or indorsed which shall be not less than AUD500,000 and which shall be an integral multiple of AUD100,000;

	(b)		whether the Bills are to be accepted by the Bank or indorsed by the Bank; and

	(c)		the term of each of the Bills (which in respect of any Accommodation Date shall be the same for all Bills referable to that Accommodation Date) being not less than 30 days nor more than 185 days);

PROVIDED THAT Bills may only be drawn to mature on a day which is a Business Day and no Xxxx shall have a term extending beyond the Availability Period.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Bills Discount/ Acceptance/ Indorsement Facility on a particular date shall be the aggregate face value of all Bills accepted or indorsed by the Bank hereunder which shall not have been paid by such date and all Bills which are accepted as replacement Bills pursuant to Clause 6(a) on such date PROVIDED THAT such Outstanding Accommodation shall not include the aggregate face value of Retiring Bills which mature on such date.

5.		Drawings

(a)

(i)

If the Borrower specifies pursuant to Clause 3(b) that Bills are to be accepted by the Bank then not later than 12 noon (Australian City time) one Banking Day before a relevant Accommodation Date (or at such later time as may be agreed) the Borrower will deliver to the Bank at its Australian City branch (or to such other branch of the Bank in the Australian City as the Bank may from time to time notify to the Borrower) Bills naming the Borrower as drawer and payee (signed by the Borrower as drawer) and naming the Bank as acceptor having an aggregate face value equivalent to the amount specified pursuant to Clause 3(a) in respect of that Accommodation Date. The Bank shall insert the address of the office of the Bank at the Australian City at which Bills are to be payable and shall accept the Bills in the Australian City on the relevant Accommodation Date.

(ii)

If the Borrower specifies pursuant to Clause 3(b) that Bills are to be indorsed by the Bank then not later than 10.00 a.m. (Australian City time)

[*] Confidential Treatment Requested

on the relevant Accommodation Date (or at such later time as may be agreed) the Borrower will deliver to the Bank at its Australian City branch (or to such other branch of the Bank in the Australian City as the Bank may from time to time notify to the Borrower) Bills naming a third party or the Borrower as drawer (signed by the drawer) a third party or the Borrower as payee and a third party as acceptor (signed by the acceptor) having an aggregate face value equivalent to the amount specified pursuant to Clause 3(a) in respect of that Accommodation Date. The Bank shall indorse the Bills in the Australian City on the relevant Accommodation Date.

	(b)		Not later than 10.45 a.m. (Australian City time) on the relevant Accommodation Date the Bank shall notify the Borrower of its Bank Xxxx Discount Rate in respect of Bills of a similar term and amount to those accepted or indorsed by it hereunder for discounting on that day. Forthwith after receipt of such notification the Borrower shall notify the Bank whether it wishes to have the Bills which have been accepted or indorsed by the Bank for discounting on that day discounted by the Bank or whether it wishes to arrange for a third party to discount such Bills.

	(c)		Subject to the terms and conditions contained herein the Bank shall on any relevant Accommodation Date:-

	(i)		where the Bank is to discount the Bills referred to in Clause 5(a), discount such Bills at the Bank Xxxx Discount Rate notified to the Borrower pursuant to Clause 5(b) and on the relevant Accommodation Date pay the aggregate Net Xxxx Proceeds of such Bills to the account or accounts nominated pursuant to Clause 2.01(e) of the Master Agreement; or

	(ii)		where a third party is to discount such Bills, not later than 1.00 p.m. (Australian City time) on the relevant Accommodation Date make such Bills available to the Borrower at the Australian City branch of the Bank (or at such other branch of the Bank in the Australian City as the Bank may from time to time notify to the Borrower).

Replacement Bills

(a)

Subject to Clause 2.02 of the Master Agreement, where the Bank has accepted or indorsed Bills the Bank, at the option of the Borrower, shall accept or accept and discount or indorse or indorse and discount on each Rollover Date Bills replacing those Bills having an aggregate face value equivalent to the aggregate face value of the Bills accepted or indorsed by the Bank which mature on such Rollover Date less the aggregate face value of Bills accepted or indorsed by the Bank which are or are to be retired on such date pursuant to Clause 8 (the “replacement Bills”). Subject to the provisions of this Agreement one or more replacement Bills may be drawn to replace maturing Bills accepted or indorsed by the Bank.

[*] Confidential Treatment Requested

(b)

Not later than 10.00 a.m. (Australian City time) two Banking Days prior to any Rollover Date (or at such later time as may be agreed) the Borrower shall by notice in writing delivered to the Australian City office of the Bank nominate the term of the replacement Bills (which shall be the same for all Bills referable to that Rollover Date) which shall be not less than 30 days nor more than 185 days. PROVIDED THAT:-

	(i)		replacement Bills may only be drawn to mature on a date which is a Business, Day and no replacement Xxxx shall have a term which will extend beyond the Availability Period; and

	(ii)		if the Borrower fails to give a notice required under this Clause 6(b) the Borrower shall be deemed, subject to Clause 6(b)(i), to have elected that replacement Bills have a term equal to the term of the Bills being replaced.

	(c)		Clauses 5(a)(i) and 5(b) shall apply mutatis mutandis in relation to the preparation, delivery, execution, and acceptance or indorsement of and election as to the party to discount replacement Bills.

	(d)		On each Rollover Date the Bank shall:-

	(i)		where the Bank is to discount the replacement Bills, discount the replacement Bills at the Bank Xxxx Discount Rate notified to the Borrower pursuant to Clause 5(b) and before the close of business on the relevant Rollover Date apply the Net Xxxx Proceeds of each replacement Xxxx in or towards discharging the obligation of the Borrower to indemnify the Bank pursuant to Clause 7 in respect of the Bills accepted or indorsed by the Bank hereunder which mature on that Rollover Date; or

	(ii)		where a third party is to discount the replacement Bills, not later than 1.00 p.m. (Australian City time) on the relevant Rollover Date make the replacement Bills available to the Borrower at the Australian City branch of the Bank (or at such other branch of the Bank in the Australian city as the Bank may from time to time notify to the Borrower) PROVIDED THAT the Bank shall not be obliged to make such replacement Bills available to the Borrower until such time as the Borrower has discharged its obligations under Clause 7 in respect of the Bills accepted or indorsed by the Bank hereunder which mature on that Rollover Date.

7.		Indemnity in respect of Bills

		The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times indemnified against all liabilities of the Bank as acceptor or indorser of any Xxxx drawn by the Borrower or a third party and accepted or indorsed by the Bank hereunder. The Borrower agrees with the Bank that, as between the Bank and the Borrower, the Borrower is primarily liable in respect of Bills drawn by the Borrower or a third party and accepted or indorsed by the Bank hereunder and accordingly:-

[*] Confidential Treatment Requested

	(a)		as between the Borrower and the Bank, the liability of the Borrower with respect to the Bills shall not be taken to have been discharged by reason of the Bank becoming the holder of any Xxxx before or on or after its maturity date; and

	(b)		in respect of Bills accepted; by the Bank hereunder, or indorsed by the Bank and held by it at maturity, the Borrower shall not later than 1.00 p.m. (Australian City time) on each day on which each such Xxxx falls due for payment, pay to the Bank an amount equal to the face value thereof PROVIDED THAT where any such Xxxx is replaced on its Rollover Date by a further Xxxx which the Borrower has elected to have discounted by the Bank on that Rollover Date, the amount to be paid to the Bank pursuant to this Clause 7 shall be reduced by an amount equal to the Net Xxxx Proceeds of that further Xxxx; and

	(c)		in respect of Bills indorsed by the Bank hereunder and held by a third party at maturity the Borrower shall, if demand is made upon the Bank as indorser of any such Xxxx by the holder of any such Xxxx, forthwith upon demand by the Bank pay to the Bank an amount equal to the face value thereof.

8.		Retiring Bills

		The Borrower upon giving to the Bank not less than three Banking Days prior written notice (or such shorter notice as may be agreed) (such notice to be irrevocable) may elect during the Availability Period not to rollover but to retire any Xxxx accepted by the Bank (the “Retiring Xxxx”) on its maturity date. The term “Retiring Xxxx” shall also include any Xxxx which the Bank indorses pursuant to Clause 5(a)(ii). The amount representing the face value of any Retiring Xxxx shall continue to form part of the Accommodation Limit.

9.		Bills Discount/Acceptance/Indorsement Facility and Usage Fees

		The Borrower shall pay to the Bank in relation to the Bills Discount/ Acceptance/ Indorsement Facility the fees which are specified in Part 5 of the Schedule to the Master Agreement.

10.		Authority to roll over Bills on Default

		Notwithstanding any other provision of this Agreement, if the Borrower fails to make any payment due to the Bank under this Agreement in respect of Bills on the due date therefor, then the Bank may, at its option, (and is hereby irrevocably appointed the attorney of the Borrower so to do) draw and indorse on behalf of the Borrower and accept and discount or accept and arrange the discounting of Bills for such periods as in the opinion of the Bank are necessary and in such amounts as are sufficient to result in Net Xxxx Proceeds of an amount equal to the amount of such payment. The Proceeds of Discount of such Bills shall be applied by the Bank in payment to it of the Bills Acceptance Usage Fee payable in respect of those Bills and of an amount equal to the amount of the unpaid payment. The exercise by the Bank of its option under this clause 10 shall not act as a waiver of the Bank’s right to make a declaration under Clause 10.01 of the Master Agreement.

[*] Confidential Treatment Requested



For and on behalf of		For and on behalf of
SIMSMETAL FINANCE LIMITED		COMMONWEALTH BANK OF AUSTRALIA

For and on behalf of
SIMSMETAL USA CORPORATION

[*] Confidential Treatment Requested

FOREIGN CURRENCY ADVANCES FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3(b) to be specified in a Drawdown Notice;

“Advance”	-	each amount drawn under the Foreign Currency Advances Facility in United States Dollars;

“Applicable Rate”	-	the rate equal to the aggregate of the rate payable pursuant to Clause 5.02(b) of this Appendix and the Margin as specified in Part 5 of the Schedule to the Master Agreement;

“AUD Equivalent”	-	in respect of a USD amount, the equivalent in AUD of such USD amount converted at the Bank’s Sydney office spot rate of exchange for the purchase of United States Dollars with AUD on the relevant date. The Bank’s determination as to the Bank’s spot rate of exchange from time to time shall be conclusive in the absence of manifest error;

“Drawdown Amount”	-	in respect of each Advance, the AUD Equivalent on the Accommodation Date on which such Advance is to be or was made available of the sum in USD specified in the Drawdown Notice given pursuant to Clause 2.01 of the Master Agreement in respect of that Advance;

“Drawing”	-	each utilisation of the Foreign Currency Advances Facility as provided for in this Appendix;

“Existing Accommodation”	-	the aggregate in USD of all outstanding Accommodation Advances;

“Foreign Currency Advances Facility”	-	the agreement by the Bank hereunder to provide Advances to the Borrower.

[*] Confidential Treatment Requested


“Interest Period”	-	subject as provided herein, a period of between 7 and 180 days (inclusive) as selected by the Borrower in accordance with Clause 3(b)(ii) or such other periods as may be agreed;

“Repayment Date”	-	in relation to an Advance the last day of the Interest Period of that Advance; and

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of Foreign Currency Advances Facility

		The Borrower shall execute such authorities as are required by the Bank before the first utilisation of the Foreign Currency Advances Facility.

3.		Drawdown Notices

	(a)		A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the Master Agreement with respect to a proposed utilisation of the Foreign Currency Advances Facility shall be given not later than 2.00 p.m. (local time) on the proposed Accommodation Date and may be given orally. Where a Drawdown Notice has been given by the Borrower orally the Borrower shall forthwith after the giving of such notice confirm the contents thereof in writing to the Bank.

	(b)		The Accommodation Particulars to be specified in a Drawdown Notice are:-

	(i)		the amount in USD of any proposed Advance which shall be an integral multiple of USD100,000;

	(ii)		the duration of the Interest Period of each proposed Advance;

PROVIDED THAT Advances may only have Repayment Dates on a day which is a Business Day and no Advance shall have a Repayment Date beyond the Availability Period.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Foreign Currency Advances Facility on a particular date shall be the aggregate AUD Equivalent of all Advances outstanding on such date PROVIDED THAT such outstanding Accommodation shall not include the aggregate AUD Equivalent of all Advances repaid on such date.

[*] Confidential Treatment Requested

5.		Drawings

5.01		(a) Subject to the terms and conditions contained herein, the Bank shall on any relevant Accommodation Date provide Advances in USD to the Borrower in the amount and for the term specified pursuant to the relevant Drawdown Notice. The Bank shall promptly notify the Borrower of the Drawdown Amount of each Advance so made available.

(b)

(i)

In the case of a Drawdown Notice given by Simsmetal Finance Limited, all Advances shall be made available by the Bank’s Australian City office or such other office of the Bank as the Bank may from time to time notify to the Borrower.

(ii)

In the case of a Drawdown Notice given by Simsmetal USA Corporation, all Advances shall be made available by the Bank’s Overseas City office or such other office of the Bank as the Bank may from time to time notify to the Borrower.

	(c)		The Bank will make each Advance available by the close of business on the relevant Accommodation Date to the USD account nominated by the Borrower in the Drawdown Notice given pursuant to Clause 2.01 of the Master Agreement in respect of that Advance.

	(d)		Each Advance shall be made available for one Interest Period only. Such Interest Period shall commence on the Accommodation Date on which such Advance is made available and shall end on the Repayment Date of that Advance.

	(e)		In the case of an Advance to be made available by the Bank’s Australian City office or such other office of the Bank in Australia as the Bank may from time to time notify to the Borrower, the Borrower shall ensure that the Bank has the opportunity to quote for the purchase of an Advance in Australia in the equivalent amount of AUD and, if such quote is accepted by the Borrower, the equivalent amount of such Advance shall be credited to an account of the Borrower at a branch of the Bank in Australia nominated by the Borrower. Where, pursuant to Clause 2.01(e) of the Master Agreement, the Borrower nominates an AUD account of the Borrower at a branch of the Bank in Australia as the account to which the Advance is to be paid the Borrower shall, in the absence of written instructions to the Bank to the contrary, be deemed to have instructed the Bank to convert the Advance into AUD on the basis of the Bank’s Sydney office spot selling rate of exchange for the purchase of USD with AUD on the date on which the Advance is debited to such account.

5.02

Interest

(a)

The Borrower will pay interest to the Bank in respect of each Advance:-

[*] Confidential Treatment Requested

	(i)		where the interest rate applicable to the relevant Advance is a fixed rate, on the Repayment Date of that Advance; and

	(ii)		where the interest rate applicable to the relevant Advance is a floating rate, at the end of each month throughout the Interest Period of that Advance and on the Repayment Date of that Advance.

	(b)		The rate of interest applicable to an Advance shall be the rate quoted by the Bank and accepted by the Borrower prior to the provision of the relevant Advance.

	(c)		The rate of interest agreed in terms of Clause 5.02(b) shall be promptly notified by the Bank to the Borrower.

	(d)		Interest will be calculated on the actual number of days elapsed and on the basis of a year of three hundred and sixty (360) days.

5.03

Repayment, Cancellation

	(a)		The Borrower will repay each Advance on the Repayment Date of that Advance.

	(b)		Each Advance, all interest and any other moneys (other than moneys referred to in clause 12 of the Master Agreement) to become owing or payable by the Borrower to the Bank in respect of an Advance shall be repaid or paid in USD. The Borrower agrees that it shall ensure that the Bank has the opportunity to quote for the supply of any United States Dollars required by the Borrower to meet its obligations hereunder.

	(c)		Notwithstanding the provisions of Clause 6.01 of the Master Agreement all payments to be made by the Borrower with respect to the Foreign Currency Advances Facility (other than moneys referred to in Clause 12 of the Master Agreement) shall be made to such USD account as is nominated by the Bank by the close of business at the branch of the Bank at which the nominated account is maintained.

5.04

Substitute Basis

(a)

Notwithstanding anything to the contrary herein contained, if at any time prior to the commencement of any Interest Period the Bank shall have determined (which determination shall be conclusive and binding upon the Borrower) that:-

	(i)		it is unable or unwilling to make United States Dollars available to the Borrower free of any obligation on the part of the Borrower to deduct withholding tax from all payments to be made by the Borrower with respect thereto; or

	(ii)		by reason of any change in any applicable law regulation or regulatory requirement or in its interpretation by any relevant authority charged with the administration thereof or by any relevant court or by reason of any

[*] Confidential Treatment Requested

change in national or international, financial, political or economic conditions or exchange controls it is impracticable for the Bank to fund or to renew an Advance in United States Dollars,

the Bank shall as soon as practicable give written notice of such determination to the Borrower.

	(b)		Upon a notice being given under Clause 5.04(a), the Bank and the Borrower shall negotiate in good faith with a view to agreeing an alternative method of fixing the interest rate, an alternative Interest Period for the Advance and/or an alternative lending office for the Bank.

	(c)		If such agreement is not reached by the proposed Accommodation Date of the relevant Advance the Bank shall not be required to make such Advance available to the Borrower.



For and on behalf of		For and on behalf of
SIMSMETAL FINANCE LIMITED		COMMONWEALTH BANK OF AUSTRALIA

For and on behalf of
SIMSMETAL USA CORPORATION

[*] Confidential Treatment Requested

STANDBY LETTER OF CREDIT FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Applicable Rate”	-	the rate equal to the aggregate of *[]** and the Reference Rate;

“AUD Equivalent”	-	in respect of any one currency the equivalent in AUD of a sum expressed in that currency converted at the Spot Rate of Exchange;

“Drawdown Amount”	-	in respect of a Drawing, the amount specified, pursuant to Clause 3, in the Accommodation Particulars referable to that Drawing;

“Drawing”	-	each utilisation of the Letter of Credit Facility as provided for in this Appendix;

“Existing Accommodation”	-	the aggregate, in the currencies in which they are denominated, of the face amount of each Letter of Credit Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on the relevant date.

“Letter of Credit Facility”	-	the agreement by the Bank hereunder to establish any one or more Letter of Credit Liabilities;

“Letter of Credit Liability”	-	a liability of the Bank under a letter of credit;

“Outstanding Liability”	-	each Letter of Credit Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on the date on which the Bank serves notice on the Borrower pursuant to Clause 5.02 of the Master Agreement; and

“Spot Rate of Exchange”	-	the Bank’s Australian City office spot rate of exchange for the purchase of a currency with AUD two Business Days before the relevant date for calculating an AUD Equivalent. The Bank’s determination as to the Spot Rate of Exchange from time to time shall be conclusive in the absence of manifest error.

[*] Confidential Treatment Requested

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of Letter of Credit Facility

		The Borrower shall execute such application forms and authorities as are required by the Bank before each utilisation of the Letter of Credit Facility.

3.		Accommodation Particulars

		The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as are required by the Bank on the application forms and authorities which the Bank requires to be completed by the Borrower prior to the establishment of the relevant Letter of Credit Liability.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Letter of Credit Facility at a particular date shall be the aggregate of:

	(i)		the aggregate face amount of each Letter of Credit Liability the face amount of which is denominated in AUD under which the Bank remains wholly or partially liable (whether contingently or otherwise) on such date; and

	(ii)		the aggregate of the AUD Equivalents on such date of the face amount of each other Letter of Credit Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on such date.

5.		Drawings

		Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement and such other terms and conditions as the Bank may from time to time in its discretion impose, the Bank shall establish Letter of Credit Liabilities. All Letter of Credit Liabilities established by the Bank shall be in such form as the Bank requires and be made available by the Bank through the Australian City office of the Bank.

6.		Fees

		The Borrower shall pay to the Bank such fees referable to the establishment of each Letter of Credit Liability as the Bank advises from time to time. The Borrower shall also

[*] Confidential Treatment Requested

pay to the Bank in respect of each Letter of Credit Liability, the Letter of Credit Facility Issue Fee specified in Part 5 of the Schedule to the Master Agreement.

7.		Inability to Establish Letter of Credit Liabilities

		If:-

	(a)		by reason of any applicable law, regulation, order or directive (whether or not having the force of law) or by reason of its interpretation by any governmental authority charged with the administration thereof or by any court of competent jurisdiction; or

	(b)		by reason of any national or international, financial, political or economic conditions or exchange controls, the Bank is unable or unwilling to establish a Letter of Credit Liability in accordance with the applicable Drawdown Notice, the Bank shall notify the Borrower to that effect as soon as practicable and the obligation of the Bank to establish such Letter of Credit of Liability in accordance with such Drawdown Notice shall cease and the relevant Drawdown Notice shall be deemed to be revoked, whereupon the Borrower and the Bank shall negotiate in good faith with a view to agreeing an alternative basis on which the Accommodation pursuant to the Letter of Credit Facility may be provided by the Bank.

8.		Indemnity

		Subject to the following provisions of this Clause, the Borrower hereby indemnifies and undertakes to keep the Bank indemnified at all times upon demand from and against all actions, proceedings, claims and demands which may be brought or made against the Bank and all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for which the Bank may become liable by reason either directly or indirectly of the establishment by the Bank of a Letter of Credit Liability and the Bank is hereby irrevocably authorised and directed by the Borrower to pay forthwith on any demand appearing or purporting to be made by or on behalf of a beneficiary named as the beneficiary of a Letter of Credit Liability in accordance with the terms of the Letter of Credit any sums up to the limit of the liability stated therein which may be demanded from the Bank from time to time without any reference to or any necessity for confirmation or verification on the part of the Borrower, it being expressly agreed that any such demand shall be as between the Borrower and the Bank conclusive evidence that the sum stated therein is properly due and payable. The obligations of the Borrower shall not, provided that the Bank has exercised due care herein, be affected or in any way limited by any falsity, inaccuracy, insufficiency or forgery of or in any notice or demand pursuant to any Liability or the failure other than negligent failure of the Bank to enquire 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.

[*] Confidential Treatment Requested



For and on behalf of		For and on behalf of
SIMSMETAL FINANCE LIMITED		COMMONWEALTH BANK OF AUSTRALIA

For and on behalf of
SIMSMETAL USA CORPORATION

[*] Confidential Treatment Requested

DOCUMENTARY CREDIT/GUARANTEE FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01 Definitions

In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Applicable Rate”	-	the rate of interest equal to the aggregate of *[]** and the Reference Rate;

“AUD Equivalent”	-	in respect of any one currency the equivalent in AUD of a sum expressed in that currency converted at the Spot Rate of Exchange;

“Documentary Credit/ Guarantee	-	the agreement by the Bank hereunder to establish any one or more Documentary Credit Liabilities or Guarantee Liabilities;

“Documentary Credit Liability”	-	a liability of the Bank under a documentary credit established where the Bank will retain control of the relevant goods;

“Drawdown Amount”	-	where the face amount of the relevant Liability is denominated in AUD, that amount, and where the face amount is denominated in a currency other than AUD, the AUD Equivalent of the face amount of that Liability on the date on which the Liability was or is to be established by the Bank;

“Drawing”	-	each utilisation of the Documentary Credit/Guarantee as provided for in this Appendix;

“Existing Accommodation”	-	the aggregate, in the currencies in which they are then denominated, of the face amount of each Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on the relevant date;

“Guarantee Liability”	-	a liability of the Bank under a guarantee;

[*] Confidential Treatment Requested


“Liability”	-	either a Documentary Credit Liability or a Guarantee Liability;

“Outstanding Liability”	-	each Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on the date on which the Bank serves notice on the Borrower pursuant to Clause 5.02 of the Master Agreement;

“Spot Rate of Exchange”	-	the Bank’s Australian City office spot rate of exchange for the purchase of a currency with AUD two Business Days before the relevant date for calculating an AUD Equivalent. The Bank’s determination as to the Spot Rate of Exchange from time to time shall be conclusive in the absence of manifest error.

1.02

Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of the Documentary Credit/Guarantee Facility

		The Borrower shall execute such application forms and authorities as are required by the Bank before each utilisation of the Documentary Credit/Guarantee.

3.		Drawdown Notices and Accommodation Particulars

		A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the Master Agreement with respect to a proposed utilisation of the Documentary Credit Facility shall be given not later than 11 a.m. (Australian City time) on the proposed Accommodation Date.

		A Drawdown Notice to be given by the Borrower pursuant to Clause 2.01 of the Master Agreement with respect to a proposed utilisation of the Guarantee Facility shall be given not later than 11 a.m. (Australian City time) two Business Days prior to the proposed Accommodation Date.

		The Accommodation Particulars to be specified in the Drawdown Notice are:

	(a)		whether the Borrower requires the Bank to establish a Documentary Credit Liability or a Guarantee Liability; and

	(b)		such particulars as are required by the Bank on the application forms and authorities which the Bank requires to be completed by the Borrower prior to the establishment of the relevant Liability.

[*] Confidential Treatment Requested

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Documentary Credit/Guarantee Facility at a particular date shall be the aggregate of:-

	(i)		the aggregate face amount of each Liability the face amount of which is denominated in AUD under which the Bank remains wholly or partially liable (whether contingently or otherwise) on such date; and

	(ii)		the aggregate of the AUD Equivalents on such date of the face amount of each other Liability under which the Bank remains wholly or partially liable (whether contingently or otherwise) on such date.

5.		Drawings

		Upon the Bank’s usual terms and conditions, the terms and conditions of this Agreement and such other terms and conditions as the Bank may from time to time in its discretion impose, the Bank shall establish Liabilities. All Liabilities established by the Bank shall be in such form as the Bank requires.

6.		Fees

		The Borrower shall pay to the Bank such documentary establishment fees referable to the establishment of each Liability as the Bank advises from time to time. The Borrower shall also pay to the Bank in respect of each Liability the Documentary Credit /Guarantee Issue Fee specified in Part 5 of the Schedule to the Master Agreement. Such fee shall be calculated in the manner and paid at the time or times set out in such Part.

7.		Inability to Establish Liabilities

		If:-

	(a)		by reason of any applicable law, regulation, order or directive (whether or not having the force of law) or by reason of its interpretation by any governmental authority charged with the administration thereof or by any court of competent jurisdiction; or

	(b)		by reason of any national or international, financial political or economic conditions or exchange controls,

the Bank is unable or unwilling to establish a Liability in accordance with the applicable Drawdown Notice, the Bank shall notify the Borrower to that effect as soon as practicable and the obligation of the Bank to establish such Liability in accordance with such Drawdown Notice shall cease and the relevant Drawdown Notice shall be deemed to be revoked, whereupon the Borrower and the Bank shall negotiate in good faith with a view to agreeing an alternative basis on which the Accommodation pursuant to the Documentary Credit/Guarantee Facility requested by the Borrower may be provided by the Bank.

[*] Confidential Treatment Requested

8.		Indemnity

		Subject to the following provisions of this Clause, the Borrower hereby indemnifies and undertakes to keep the Bank indemnified at all times upon demand from and against all actions, proceedings, claims and demands which may be brought or made against the Bank and all losses, costs, charges, damages and expenses which the Bank may incur or sustain or for which the Bank may become liable by reason either directly or indirectly of the establishment by the Bank of a Liability at the request of the Borrower and the Bank is hereby irrevocably authorised and directed by the Borrower to pay forthwith on any demand appearing or purporting to be made by or on behalf of a beneficiary named as the beneficiary of a Liability any sums up to the limit of the liability stated therein which may be demanded from the Bank from time to time without any reference to or any necessity for confirmation or verification on the part of the Borrower, it being expressly agreed that any such demand shall be as between the Borrower and the Bank conclusive evidence that the sum stated therein is properly due and payable. The obligations of the Borrower shall not, provided that the Bank has exercised due care herein, be affected or in any way limited by any falsity, inaccuracy, insufficiency or forgery of or in any notice or demand pursuant to any Liability or the failure other than negligent failure of the Bank to enquire 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.

[*] Confidential Treatment Requested

AMORTISING USD TERM LOAN FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3(b) to be specified in a Drawdown Notice;

“Advance”	-	the amount drawn under the Amortising USD Term Loan Facility in United States dollars equivalent to AUD35,000,000 (which amount, for the purposes of clarification, is not to be reduced by any repayment under this Appendix);

“Applicable Rate”	-	the rate equal to the aggregate of the rate payable pursuant to Clause 5(b) of this Appendix and the Margin;

“AUD Equivalent”	-	in respect of a USD amount, the equivalent in AUD of such USD amount converted at the Bank’s Sydney office spot rate of exchange for the purchase of United States Dollars with AUD on the relevant date. The Bank’s determination as to the Bank’s spot rate of exchange from time to time shall be conclusive in the absence of manifest error;

“Bank’s Lending Office”	-	in the case of that portion of the Advance made available to Simsmetal Finance Limited, the branch of the Bank situated at 00 Xxxxxx Xxxxx, Xxxxxx or such other office located in Australia which the Bank may in its absolute discretion determine; in the case of that portion of the advance made available to Simsmetal USA Corporation, the branch of the Bank situated at Xxxxx 000, 000 Xxxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx or such other office located in the United States which the Bank may in its absolute discretion determine;

[*] Confidential Treatment Requested


“Dividends”	-	means in any financial year, with respect to the Xxxx Group, the sum of dividends declared and paid by Members to entities other than Members;

“Drawdown Amount”	-	AUD10,000,000.00;

“Drawdown Period”	-	the period from the date of this Agreement up to and including 31 December 1991;

“Drawing”	-	utilisation of the Amortising USD Term Loan Facility as provided for in this Appendix;

“Excess Operating Cash Flow”	-	means for any financial year, with respect to the Xxxx Group, the amount by which Operating Cash Flow exceeds the aggregate of Dividends and the amount of the Scheduled Payment payable on the next Scheduled Payment Date (and the amount of the Additional Scheduled Payment, if any, payable on the next Additional Scheduled Payment Date, if any);

“Existing Accommodation”	-	the amount in USD of the Advance less the aggregate of repayments made under Clause 7 of this Appendix;

“Interest Determination Date”	-	the second Business Day prior to the commencement of each Interest Period;

“Interest Payment Date”	-	each day on which interest is required to be paid by the Borrower in accordance with Clause 5(a);

“Interest Period”	-	the period from the date hereof until 30 January 1992 and thereafter the period from one Interest Payment Date to the next Interest Payment Date;

“Mandatory Repayment”	-	a repayment of the Advance (or part thereof) required under Clause 7(c);

“Optional Repayment’	-	a repayment of the Advance (or part thereof) which may be made under Clause 7(e);

“Schedule”	-	the schedule to this Appendix;

‘Scheduled Repayment”	-	a repayment of the Advance (or part thereof) required under Clause 7(b)(i) or (ii);

“Scheduled Repayment Date”	-	has the meaning described in Clause 7(b)(i) or (ii);

[*] Confidential Treatment Requested


“Spot Rate of Exchange”	-	the Bank’s Australian City office spot rate of exchange for the purchase of United States Dollars with AUD two Business Days before the relevant date for calculating an AUD Equivalent. The Bank’s determination as to the Spot Rate of Exchange from time to time shall be conclusive in the absence of manifest error.

“USD Equivalent”	-	in respect of an AUD amount, the equivalent in USD of such AUD amount converted at the Bank’s Sydney Office spot rate of exchange for the purchase of AUD with USD on the relevant date. The Bank’s determination as to the Bank’s spot rate of exchange from to time shall be conclusive in the absence of manifest error.

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of the Amortising USD Term Loan Facility

		The Borrower shall execute such authorities as are required by the Bank before utilisation of the Amortising USD Term Loan Facility.

3.		Drawdown Notice

		Only two Drawdown Notices may be given by the Borrower pursuant to Clause 2.01 of the Master Agreement with respect to the utilisation of the Amortising USD Term Loan Facility. If the Borrower elects to give such Drawdown Notices they must be given not later than 2.00 p.m. (Sydney time) on the date of this Agreement and:

	(a)		One Accommodation Notice must be given by Simsmetal Finance Limited specifying the Accommodation to be granted to it as being a portion of the Advance in the amount of the USD Equivalent of AUD10,000,000;

	(b)		One Accommodation Notice must be given by Simsmetal USA Corporation specifying the Accommodation to be granted to it as being a portion of the Advance in the amount of the USD Equivalent of AUD25,000,000;

	(c)		Each Accommodation Notice must specify the Accommodation Date as the date of this Agreement (such specification to which the Bank agrees).

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Amortising USD Term Loan Facility on a particular date shall be the AUD Equivalent of the Advance.

[*] Confidential Treatment Requested

Interest

	(a)		The Borrower will pay interest on the Existing Accommodation calculated from the date the Advance is drawn down. Interest shall be payable on each Interest Payment Date, the first Interest Payment Date being 30 January 1992 and each subsequent Interest Payment Date falling three calendar months after the preceding Interest Payment Date and on the last day of the Availability Period or the date the Advance is fully repaid (whichever is the first to occur). If any Interest Payment Date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next Business Day unless it would thereby fall in the next calendar month; in such event, the Interest Payment Date shall be the immediately preceding Business Day and each subsequent Interest Payment Date (except where such subsequent Interest Payment Date is the date the Advance, is fully repaid or the date of the end of the Term) shall be the last Business Day of the third consecutive calendar month after the calendar month in which the preceding Interest Payment Date shall have fallen.

	(b)		In relation to that portion of the Advance to be granted to Simsmetal Finance Limited, the rate of interest from time to time payable in respect of the relevant Existing Accommodation shall be determined by the Bank, on each Interest Determination Date as being:-

	(i)		*[]** per annum above the Singapore Inter-Bank Offered Rate (“SIBOR”) figure quoted to the Bank for deposits of USD in the Singapore Inter-Bank Market at or about 11.00 am Sydney time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an amount equal to or approximately equal to the amount of the relevant Existing Accommodation; or

	(ii)		if on any Interest Determination Date the SIBOR figure referred to in sub-paragraph (i) above is unavailable, the rate of interest for the relevant Interest Period shall be *[]** per annum above the London Inter-Bank Offered Rate (“LIBOR”) figure quoted to the Bank for deposits of USD in the London Inter-Bank Market at or around 11.00 am London time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an amount equal to or approximately equal to the amount of the relevant Existing Accommodation; or

	(iii)		if on any Interest Determination Date both the SIBOR figure referred to in sub-paragraph (i) above and LIBOR figure referred to in sub-paragraph (ii) above are unavailable, the rate of interest for the relevant Interest Period shall be the USD Deposit Rate as shown on the Reuters Screen page CBAC at 11.00 am Sydney time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an

[*] Confidential Treatment Requested

amount equal to or approximately equal to the amount of the relevant Existing Accommodation.

(c)

In relation to that portion of the portion of the Advance to be granted to Xxxx USA Corporation, the rate of interest from time to time payable in respect of the Existing Accommodation shall be determined by the Bank, on each Interest Determination Date as being:-

	(i)		*[]** per annum above the London Inter-Bank Offered Rate (“LIBOR”) figure quoted to the Bank for deposits of USD in the London Inter-Bank Market at or around 11.00 am London time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an amount equal to or approximately equal to the amount of the relevant Existing Accommodation; or

	(ii)		if on any Interest Determination Date the LIBOR figure referred to in sub-paragraph (i) above is unavailable, the rate of interest for the Relevant Interest Period shall be *[]** per annum above the New York Inter-Bank Offered Rate (“NYBOR”) figure quoted to the Bank for deposits of USD in the New York Inter-Bank Market at or around 11.00 am New York time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an amount equal to or approximately equal to the amount of the relevant Existing Accommodation; or

	(iii)		if on any Interest Determination Date both the LIBOR figure referred to in sub-paragraph (i) above and NYBOR figure referred to in sub-paragraph (ii) above are unavailable, the rate of interest for the relevant Interest Period shall be the USD Deposit Rate as shown on the Reuters Screen page CBAC at 11.00 am Sydney time on the relevant Interest Determination Date for a period equal to or approximately equal to the Interest Period for the relevant Existing Accommodation and for an amount equal to or approximately equal to the amount of the relevant Existing Accommodation.

			In these Clauses 5(b) and (c) “relevant Existing Accommodation” means: on the first Interest Determination Date, the relevant portion of the Advance; and on each subsequent Interest Determination Date, the Existing Accommodation of the relevant portion of the Advance.

	(d)		The rate of interest calculated as in sub-clause 3(b) and (c) above shall apply to the Interest Period immediately following the Interest Determination Date and shall be promptly notified in writing by the Bank to the Borrower.

	(e)		Interest will be calculated on the actual number of days elapsed and on the basis of the year of three hundred and sixty (360) days.

[*] Confidential Treatment Requested

6.		Fees

		The Borrower shall pay to the Bank in relation to the USD Amortising Term Loan Facility the fees which are specified in Part 5 of the Schedule to the Master Agreement.

7.		Repayment

(a)

(i)

Subject to any provision of the Master Agreement or this Appendix the Borrower will repay the Existing Accommodation at the end of the Availability Period.

	(ii)		The Existing Accommodation, all interest and any other moneys owing or payable in respect of the Existing Accommodation by the Borrower to the Bank pursuant to this Appendix will be repaid or paid at the due date for payment of those moneys in USD in immediately available funds not later than 10.00 am (local time) to the relevant Bank’s Lending Office. The Borrower agrees that it will use its reasonable endeavours to ensure that the Bank has the opportunity to quote for the supply of any USD required by the Borrower to meet its obligations under this Agreement.

	(iii)		All payments to be made by the Borrower under this Agreement will be made without any set-off or counter-claim.

(b)

Scheduled Repayments

	(i)		On each of the dates (each a “Scheduled Repayment Date”) set out in Column I of the Schedule the Borrower will make a repayment of capital of the Existing Accommodation to the Bank of the amount (each a “Scheduled Repayment”) set opposite each Scheduled Repayment Date in Column II of the Schedule.

	(ii)		Subject to Clause 7(b)(iii) if the cash flows, budget figures and other management accounts provided to the Bank pursuant to Clause 6.1 of the Negative Pledge Agreement show that for any of the years ending 31 October 1993, 31 October 1994, 31 October 1995 and 31 October 1996:-

	(a)		there is sufficient Operating Cash Flow to enable the Scheduled Repayment of AUD2,500,000 next due in accordance with Clause 7(b)(i) to be paid by two instalments on 1 May and 31 October each year; and

	(b)		such payments would not adversely effect the Xxxx Group’s ability to meet its budgeted capital expenditure, investment and other expenses (whether of a capital or income nature) for that year,

the Borrower must, if the Bank by written notice at any time prior to 30 April in that year requires, pay to the Bank the Scheduled Repayment next due in accordance with Clause 7(b)(i) by two equal instalments, the first

[*] Confidential Treatment Requested

			on the later of 1 May and the date which is 14 days after notification from the Bank and the second on 31 October in that year.

	(iii)		The Bank must consult with the Borrower before issuing any notice pursuant to Clause 7(b)(ii) and may not issue such a notice if the Borrower is able to show to the Bank’s satisfaction (in its absolute discretion) that notwithstanding the management accounts such payment would adversely effect the Xxxx Group’s ability to meet its budgeted capital expenditure, investment and other income and capital expenses for that year.

	(c)		Mandatory Repayments

			Where an Excess Operating Cash Flow results in any one financial year (excluding the financial year ending 30 June 1992), the Borrower will make a repayment of capital of the Advance to the Bank of an amount (each a “Mandatory Repayment”) calculated as follows:-

	(i)		for the year ending 31 October 1993, the USD Equivalent of 25% of the Excess Operating Cash Flow or the USD Equivalent of AUD1.25 million, whichever is the lesser; and

	(ii)		for each year thereafter, the USD Equivalent of 50% of the Excess Operating Cash Flow or the USD Equivalent of AUD2,500,000 whichever is the lesser.

Payments under Clause 7(c)(i) and (ii) above are to be applied firstly against the Scheduled Repayment payable on 31 October 1996 until that amount is repaid and thereafter, in order, against the Scheduled Repayments payable on 31 October 1995, 31 October 1994, 31 October 1993 and 31 October 1992 as set out in the Schedule respectively until such amounts are repaid such that payments so appropriated will reduce the Scheduled Repayments payable on each respective Scheduled Repayment Date against which payments have been so appropriated and like appropriations will be made against repayment obligations of the Borrower under Clause 7(b)(ii).

Mandatory Repayments are to be made within 30 days after completion of the audited annual statements of the Borrower.

	(d)		Deferral

			Notwithstanding anything in Clause 7(b) above, if:-

(i)

the Borrower, is able to show to the Bank’s satisfaction (in its absolute discretion) that making the whole or part of a Scheduled Repayment pursuant to Clause 7(b) (i) and (ii) would have a material adverse impact on the Xxxx Group businesses or their development; and

[*] Confidential Treatment Requested

(ii)

the Borrower has pursuant to Clause 7(c) made payments in the same financial year as the Scheduled Repayment referred to in Clause 7(d)(i) above was to have been made which are not less than the amount of the Scheduled Repayment,

			the Borrower may defer the whole or any part of the said Scheduled Repayment required to be paid under Clause 7(b) (i) or (ii) above for a period of twelve months.

	(e)		Optional Repayments

			The Borrower may elect on any Interest Payment Date to make a repayment of capital of the Existing Accommodation to the Bank (each an “Optional Repayment”) provided that:-

	(i)		any such repayment must be in a minimum amount of USD1,000,000 and be an integral multiple of USD1,000,000; and

	(ii)		thirty (30) calendar days prior written notice of the proposed repayment must be given to the Bank at the Bank’s Lending Office which notice shall be irrevocable.

The amount of any Optional Repayment shall be applied against the immediately next occurring Scheduled Repayment (or additional Scheduled Repayment, if any) and thereafter against successive Schedule Repayments (or additional Scheduled Repayments, if any).

(f)

Any repayment made under this Clause 7 will reduce the Accommodation Limit by the amount of the repayment.

8.		RBA Approval

		The Borrower will obtain all necessary approvals from the Reserve Bank of Australia with regard to any Exchange Control restrictions for any Existing Accommodation or otherwise PROVIDED THAT if at any time in relation to any payment becoming due (whether of principal or interest) Exchange Control restrictions imposed by the Reserve Bank of Australia shall prohibit that payment being made in accordance with Clause 7(a)(ii) of this Appendix and Clause 6 of the Master Agreement the Borrower shall make reasonable efforts to remove that prohibition and if unsuccessful therein shall (unless otherwise requested by the Bank) on the due date in the case of principal or within three days of the due date in the case of interest deposit with the Bank at the Sydney branch of the Bank that amount of Australian Dollars as would purchase the required amount of United States Dollars at the Bank’s Sydney office spot selling rate of exchange for the purchase of USD with AUD on the day the deposit is made or if there is no such rate quoted by the Bank on that day then at such rate last quoted by the Bank and immediately upon such prohibition being lifted (in whole or in part) and the Bank being able to quote a rate for sale of United States Dollars the Borrower shall purchase and shall be permitted

[*] Confidential Treatment Requested

to use the aforesaid deposit in or towards the purchase from the Bank of the required amount of USD at the Bank’s Sydney office spot selling rate of exchange for the purchase of USD, with AUD two Business Days prior to the date the remittance is made of so much of the relevant payment (together with additional interest accrued thereon) as can then be lawfully remitted.


SCHEDULE
	COLUMN II
	USD EQUIVALENT
COLUMN I	OF AUD $ MILLION
31 October 1992		2.5
31 October 1993		2.5
31 October 1994		2.5
31 October 1995		2.5
31 October 1996		25.0

[*] Confidential Treatment Requested

FOREIGN BILLS NEGOTIATED FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Applicable Rate”	-	the rate equal to the aggregate of the rate payable pursuant to Clause 6 of this Appendix and the Margin as specified in Part 5 of the Schedule to the Master Agreement;

“AUD Equivalent”	-	in respect of any one currency, the equivalent in AUD of the sum expressed in that currency converted at the Bank’s Spot Rate of Exchange;

“Drawdown Amount”	-	in respect of a Foreign Xxxx, the AUD Equivalent of the Proceeds of Negotiation of such Foreign Xxxx;

“Drawing”	-	each utilisation of the Foreign Bills Negotiated Facility as provided for in this Appendix;

“Existing Accommodation”	-	the aggregate, in the currencies in which they are then denominated, of the Proceeds of Negotiation of each Foreign Xxxx negotiated by the Bank hereunder in respect of which the Bank has not been reimbursed;

“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 Bank;

“Foreign Bills Negotiated Facility”	-	the agreement by the Bank hereunder to negotiate Foreign Bills;

“Proceeds of Negotiation”	-	the sum paid to the Borrower being the proceeds of negotiation of a Foreign Xxxx negotiated pursuant to the Foreign Bills Negotiated Facility; and

[*] Confidential Treatment Requested


“Spot Rate of Exchange”		-		the Bank’s Sydney office spot rate of exchange for the purchase of the relevant currency with AUD two Business Days before the relevant date for calculating an AUD Equivalent. The Bank’s determination as to the Spot Rate of Exchange from time to time shall be conclusive in the absence of manifest error.

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of Foreign Bills Negotiated Facility

		The Borrower shall execute such application forms and authorities as are required by the Bank before each utilisation of the Foreign Bills Negotiated Facility.

3.		Accommodation Particulars

		The Accommodation Particulars to be specified in a Drawdown Notice are such particulars as are required by the Bank on the application forms and authorities which the Bank requires to be completed by the Borrower prior to the establishment of the relevant Foreign Xxxx.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the Foreign Bills Negotiated Facility on a particular date shall be the aggregate AUD Equivalent on such date of the Proceeds of Negotiation of each Foreign Xxxx negotiated by the Bank hereunder in respect of which the Bank has not been reimbursed on such date.

5.		Drawings

		Upon the Bank’s usual terms and conditions and the terms and conditions of this Agreement, the Bank shall negotiate Foreign Bills duly presented to the Bank for negotiation under the terms of this Agreement and shall pay the Proceeds of Negotiation to the account or accounts nominated pursuant to Clause 2.01(e) of the Master Agreement.

6.		Interest

		The Borrower shall pay to the Bank interest on the Proceeds of Negotiation of each Foreign Xxxx negotiated hereunder for the period from the date of negotiation until the date of reimbursement at the rate quoted by the Bank and accepted by the Borrower prior to negotiation of the Foreign Xxxx by the Bank.

[*] Confidential Treatment Requested

7.		Fees

		The Borrower shall pay to the Bank the Bank’s usual fees for negotiating Foreign Bills.

8.		Indemnity

		The Borrower hereby indemnifies the Bank and agrees to keep the Bank at all times indemnified against any loss or expense incurred by the Bank if a Foreign Xxxx negotiated hereunder is not paid according to its tenor.

[*] Confidential Treatment Requested

USD OVERDRAFT FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Advance”	-	each amount drawn on the USD Overdraft Account;

“Applicable Rate”	-	the rate equal to the aggregate of the Margin as specified in Part 5 of the Schedule to the Master Agreement and the US Reference Rate plus *[]** per annum;

“AUD Equivalent”	-	in respect of USD, the equivalent in AUD of a sum of USD converted at the Spot Rate of Exchange;

“Drawdown Amount”	-	in respect of an Advance, the AUD Equivalent of the amount specified in the Accommodation Particulars of that Advance;

“Drawing”	-	each utilisation of the USD Overdraft Facility as provided for in this Appendix;

“Existing Accommodation”	-	the debit balance existing in the USD Overdraft Account on the relevant date;

“Spot Rate of Exchange”	-	the Bank’s Sydney office spot rate of exchange for the purchase of USD with AUD two Business Days before a date upon which an AUD Equivalent is to be calculated. The Bank’s determination of such rate of exchange from time to time shall be conclusive in the absence of manifest error;

“USD Overdraft Account”	-	the account in the name of the Borrower referable to the USD Overdraft Facility; and

“USD Overdraft Facility”	-	the agreement by the Bank hereunder to provide Advances.

[*] Confidential Treatment Requested

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of USD Overdraft Facility

		The Borrower shall execute an account authority and signature card as required by the Bank before the first utilisation of the USD Overdraft Facility.

3.		Accommodation Particulars

		The Accommodation Particulars to be specified in a Drawdown Notice are the amount in USD of any proposed Advance.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the USD Overdraft Facility on a particular date shall be the AUD Equivalent of the debit balance existing in the USD Overdraft Account on such date.

5.		Drawings

		Subject to the Bank’s usual terms and conditions, the terms and conditions of this Agreement and such other terms and conditions as the Bank may from time to time at its discretion impose, Advances shall be made available on the relevant Accommodation Date. Each Advance shall be made by the office of the Bank’s main branch in the Overseas City or such other office as the Bank may in its absolute discretion determine.

6.		Interest

		Interest on the USD Overdraft Account shall be computed daily on the basis of a 360 day year and shall be payable at such time and from time to time as required by the Bank. The rate of interest shall be the US Reference Rate plus *[]** per annum. Any change in such rate shall take effect at the opening of business on the effective date of such change.

7.		Fees

		The Borrower shall pay to the Bank in relation to the USD Overdraft Facility the fees which are specified in Part 5 of the Schedule to the Master Agreement.

8.		Payment of Interest and Fees

		The Bank may debit any amount payable pursuant to Clauses 6 or 7 of this Appendix to the USD Overdraft Account and any such debiting shall be deemed, without the necessity for the giving of a Drawdown Notice, to be an Advance.

9.		Repayment

[*] Confidential Treatment Requested

	(a)		Notwithstanding any other provision of this Agreement the Existing Accommodation of the USD Overdraft Facility shall be payable by the Borrower on demand by the Bank within seven (7) days of the service of the notice. Without limiting the foregoing, upon or immediately after making any such demand the Bank may also notify the Borrower that the obligation of the Bank to provide any further Accommodation hereunder is cancelled forthwith, whereupon the same shall be so cancelled forthwith.

	(b)		Subject to clause 9(a) the Borrower may repay the whole or any part of the Existing Accommodation at any time PROVIDED THAT the Existing Accommodation shall be repaid in full not later than the last day of the Availability Period.

10.		Payments

		All payments by the Borrower in respect of the USD Overdraft Facility shall be made in USD.

[*] Confidential Treatment Requested

USD REVOLVING ADVANCE FACILITY APPENDIX

This is an Appendix to and forms part of an Agreement between SIMSMETAL FINANCE LIMITED, SIMSMETAL USA CORPORATION and COMMONWEALTH BANK OF AUSTRALIA.

1.01		Definitions

		In this Appendix the following words and expressions shall, unless otherwise specified or unless the subject or context otherwise requires have the following meanings:-


“Accommodation Particulars”	-	the particulars required, pursuant to Clause 3 to be specified in a Drawdown Notice;

“Advance”	-	each amount drawn on the USD Revolving Advance Account;

“Applicable Rate”	-	the rate equal to the aggregate of the Margin as specified in Part 5 of the Schedule to the Master Agreement and the US Reference Rate plus *[]** per annum;

“AUD Equivalent”	-	in respect of USD, the equivalent in AUD of a sum of USD converted at the Spot Rate of Exchange;

“Drawdown Amount”	-	in respect of an Advance, the AUD Equivalent of the amount specified in the Accommodation Particulars of that Advance;

“Drawing”	-	each utilisation of the USD Revolving Advance Facility as provided for in this Appendix;

“Existing Accommodation”	-	the debit balance existing in the USD Revolving Advance Account on the relevant date;

“Spot Rate of Exchange”	-	the Bank’s Sydney office spot rate of exchange for the purchase of USD with AUD two Business Days before a date upon which an AUD Equivalent is to be calculated. The Bank’s determination of such rate of exchange from time to time shall be conclusive in the absence of manifest error;

“USD Revolving Advance Account”	-	the account in the name of the Borrower referable to the USD Revolving Advance Facility; and

[*] Confidential Treatment Requested


“USD Revolving Advance Facility”		-		the agreement by the Bank hereunder to provide Advances.

1.02		Interpretation

		Capitalised terms or phrases which are used in this Appendix but not defined in Clause 1.01 of this Appendix shall have the meanings ascribed thereto in the Master Agreement.

2.		Utilisation of USD Revolving Advance Facility

		The Borrower shall execute an optional advance note required by the Bank before the first utilisation of the USD Revolving Advance Facility.

3.		Accommodation Particulars

		The Accommodation Particulars to be specified in a Drawdown Notice (which may take the form of an oral or written request by an authorised officer of the Borrower made pursuant to an optional advance note) are the amount in USD of any proposed Advance.

4.		Outstanding Accommodation

		The Outstanding Accommodation of the USD Revolving Advance Facility on a particular date shall be the AUD Equivalent of the debit balance existing in the USD Revolving Advance Account on such date.

5.		Drawings

For and on behalf of

For and on behalf of

SIMSMETAL FINANCE LIMITED

COMMONWEALTH BANK OF AUSTRALIA

For and on behalf of

SIMSMETAL USA CORPORATION