EX-4.18 6 c61089exv4w18.htm EX-4.18 exv4w18
Exhibit 4.18
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.
Mr. Peter Ricketts, Group Senior Vice President, Treasury, Financial Strategy & Planning, Sims Metal Management Limited, Suits 1202, Level 12, 65 Berry Street, North Sydney NSW 2060, Australia
CC: Mr. Robert Larry, Global Chief Financial Officer, Sims Metal Management Limited, 326 North LaSalle Street, Suits 580, Chicago, IL 60610, United States of America
27 November 2009
Dear Peter,
Renewal Notice
A$460m Multi Option Facility Agreement dated 2 November 2009 between Sims Metal
Management Limited and related companies and the Commonwealth Bank of Australia
We refer to the multi-option facility agreement dated 2 November 2000 between each party listed in Schedule 1 of that agreement (as Borrowers) and the Commonwealth Bank of Australia (as Lender) (Facility Agreement).
Under clause 4.6 of the Facility Agreement we give you notice that the Lender has agreed to extend the Final Termination Date by 12 months, from 31 December 2010 (Existing Final Termination Date) to 31 December 2011 (New Final Termination Date), subject to the following conditions:
a)   the Borrowers indicating their acknowledgement and agreement to the extension of the Final Termination Date by 12 months, by signing and delivering this notice to the Lender within 30 days at receiving it;
 
b)   The Borrowers indicating their acknowledgement and agreement to the Key Terms Schedule being amended and restated in the form set out in the Schedule to this notice, by initialing the attached schedule and delivering the initialled schedule (attached to this notice) to the Lender within 30 days of receiving it;
 
c)   [*]; and
 
d)   The Lender is mandated with a minimum role as Joint Agent and 60% share of fees for any USPP executed by the Borrower to 31 December 2010.
Subject to the above conditions being satisfied, we agree that on and from the Existing Final Termination Date:
e)   the definition of “Final Termination Date” in clause 1.2 of the Facility Agreement shall be amended to be the New Final Termination Date;
 
f)   the Key Terms Schedule will be amended end restated in the form set out in the attached Schedule; and
 
g)   A term defined in the Facility Agreement has the same meaning when used in this Renewal Notice.
[*] Confidential Treatment Requested

 


 

Schedule — Amended and restated Key Terms Schedule
Part 1 — Cash Advance Facility
         
Facility   Available.
 
Facility Limit   Not applicable.
 
Purpose   Financing or supporting the working capital needs of the Sims Group.
 
Termination Date   Not applicable.
 
Margin   The Margin determined in accordance with the following table:
 
 
  Gearing ratio   Margin
 
  [*]   [*]
[*] Confidential Treatment Requested

 


 

Part 2 — Commercial Bills Facility
         
Facility   Available.
 
Facility Limit   Not applicable.
 
Purpose   Financing or supporting the working capital needs of the Sims Group.
 
Termination Date   Not applicable.
 
Bill Acceptance / Endorsement Fee Rate   The Bill Acceptance / Endorsement Fee Rate determined in accordance with the following table:
 
 
      Bill Acceptance / Endorsement
 
  Gearing Ratio   Fee Rate
 
  [*]   [*]
[*] Confidential Treatment Requested

 


 

Part 3 — Credit Support Facility
         
Facility   Available.
 
Facility Limit   Not applicable.
 
Purpose   Financing or supporting the working capital needs of the Sims Group.
 
Termination Date   Not applicable.
 
Credit Support Document Fee Rate   The Credit Support Document Fee Rate determined in accordance with the following table:
 
 
      Credit Support Document Fee
    Gearing Ratio   Rate
 
  [*]   [*]
[*] Confidential Treatment Requested

 


 

Part 4 — Trade Finance Facility
         
Facility   Available.
 
Documentary LCs   Available.
 
Trade Advances   Available.
 
Process of Negotiation   Available.
 
Facility Limit   Not applicable.
 
Purpose   The financing or refinancing of Obligations.
 
Termination Date   Not applicable.
 
Margin   The Margin determined in accordance with the following table:
 
 
  Gearing Ratio   Margin
 
  [*]   [*]
[*] Confidential Treatment Requested

 


 

Part 5 — Overdraft Facility
             
Facility   Available.
 
Purpose   Financing or supporting the working capital needs of the Sims Group.
 
Termination Date   Not applicable.
 
Overdraft Borrower
  1 Sims Group Australia Holdings Limited;
 
 
  2 Sims Aluminum Pty Limited;
 
 
  3 Sims Metal Management Ltd; and
 
 
  4 any other entity agreed by the Lender to be an “Applicant” for the purposes of the Group Limit Facility in accordance with paragraph (2)(g) of the Group Limit Facility.
Part 6 — General
         
Commitment
  $450,000,000  
 
Commitment Fee Rate
  On any date, [*] of the Margin on that date.
 
Final Termination Date
  31 December 2011.
 
Overdue Margin
  [*] per annum
[*] Confidential Treatment Requested

 


 

Agreed and acknowledged by Sims on behalf of the Borrowers:
Signed for
Sims Metal Management Limited
         
sign here
       
 
 
 
Director
   
 
       
print name
       
 
 
 
   
sign here
       
 
 
 
Director/Company Secretary
   
 
       
print name
 
 
   
 
 
 
   
[*] Confidential Treatment Requested

 


 

Lender
Signed for
Commonwealth Bank of Australia
by its attorney
         
sign here
       
 
 
 
Attorney
   
 
       
print name
       
 
 
 
   
 
  In the presence of    
 
       
sign here
       
 
 
 
Witness
   
 
       
print name
       
 
 
 
   
[*] Confidential Treatment Requested