SIMS GROUP LIMITED AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of ___________, 2008Deposit Agreement • February 27th, 2008 • Sims Group LTD • New York
ContractConfidential Treatment • April 14th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
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.
Letter of Offer Sims Metal Management Limited (Sims) National Australia Bank Limited (Bank) [*] Confidential Treatment RequestedSims Metal Management LTD • December 6th, 2010 • Wholesale-misc durable goods • New South Wales
This Letter of Offer, once accepted by Sims and the other Original Borrowers, supersedes all prior understandings and agreements (for the same Facility) between the Bank and the Original Borrowers, whether written or oral, except those specified in this Letter of Offer, the Standard Terms and the Security.
Date 6 March 2012 Parties Sims Metal Management Limited ACN 114 838 630 of Sir Joseph Banks Corporate Park, Suite 3, Level 2 32-34 Lord Street Botany NSW 2019 (Sims) and each other Borrower under the Facility Agreement (defined below) Commonwealth...Agreement • October 12th, 2012 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
B At the request of Sims, the parties to the Facility Agreement have agreed to amend the Facility Agreement as set out in this Deed.
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. Renewal Notice To: Sims Metal Management...Confidential Treatment • October 12th, 2012 • Sims Metal Management LTD • Wholesale-misc durable goods
We refer to the amended and restated Multicurrency Revolving Floating Rate Cash Advance Facility – Facility Agreement dated 1 November 2000, as amended and restated from time to time and most recently on 23 June 2011, between each party listed in Schedule 1 of that agreement (as Borrowers) and Westpac Banking Corporation (the Lender) (Facility Agreement).
Amended and Restated Multi Option Facility Agreement The companies specified in parts 1 and 2 of Annexure A The Banks and Financial Institutions specified in Annexure BUcp • December 6th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
This Accession Deed is made on the [ ] day of [ ], [ ] under the Multi-Option Facility Agreement (the Facility Agreement) dated 3 December 2003 between (amongst others) Sims Group Australia Holdings Limited as borrower and HSBC Bank Australia Limited as financier, as amended from time to time.
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...Agreement • December 10th, 2008 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
SIMSMETAL FINANCE LIMITED ACN 052 931 218 of Level 6, 41 McLaren Street, North Sydney, New South Wales, SIMSMETAL USA CORPORATION a company incorporated in Delaware, United States of America, having an office at 600 South Fourth Street, Richmond, California, SIMSMETAL UK LIMITED a company incorporated in the United Kingdom, having an office at Blackpool Works, Blackpool Road, Peckham, London SE15 3SU and SIMSMETAL LIMITED ACN 008 634 526 of Level 6, 41 McLaren Street, North Sydney, New South Wales (individually and collectively the “Borrower”)
CREDIT AGREEMENT Dated as of September 12, 2006 among SIMS HUGO NEU CORPORATION, and CERTAIN AFFILIATES as Borrowers, BANK OF AMERICA, N.A. as LenderCredit Agreement • December 10th, 2008 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
This DEED POLL OF CONTINUING GUARANTY (“Guaranty”) is entered into as of September 12, 2006, made by SIMS GROUP LIMITED, ABN 69 114 838 630, a corporation incorporated in the State of Victoria, Commonwealth of Australia (the “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”).
The agreement 1 Operative part 2Sims Metal Management LTD • October 14th, 2011 • Wholesale-misc durable goods • New South Wales
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.Confidential Treatment • October 12th, 2012 • Sims Metal Management LTD • Wholesale-misc durable goods
We refer to that certain Second Amended and Restated Credit Agreement, dated as of June 23, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, (the “Credit Agreement”), among Sims Group USA Holdings Corporation, a Delaware corporation, formerly known as Sims Hugo Neu Corporation (“Company”), the Designated Borrowers from time to time party thereto, and Bank of America, N.A. (the “Lender”), and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Renewal Notice and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
To: Sims Metal Management Limited (Sims) Level 12, Suite 1202Sims Metal Management LTD • October 14th, 2011 • Wholesale-misc durable goods
We refer to the Common Terms Deed dated on or about the date of this letter (Common Terms Deed) between Sims, each party listed in Part 1 of Schedule 1 of that deed as Original Borrowers, each party listed in Part 2 of Schedule 1 of that deed as Original Guarantors and the persons listed in Part 3 of Schedule 1 of that deed as Original Lenders, including Bank of America, N.A. (the Lender).
Daniel W. Dienst C/- Metal Management Inc. Level 6 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com Dear Dan Sims Group Limited ABN 69 114...Sims Group LTD • November 28th, 2007
As you know, on the date of this letter, Sims Group Limited (Sims) intends to enter into an Agreement and Plan of Merger among Sims, MMI Acquisition Corporation and MMI (Merger Agreement). Under the terms of the Merger agreement, if Closing occurs (as defined in that agreement):
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 6th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered into as of June 25, 2010, among SIMS GROUP USA HOLDINGS CORPORATION, a Delaware corporation, formerly known as Sims Hugo Neu Corporation (the “Company”), SIMS GROUP GLOBAL TRADE CORPORATION, a Delaware corporation, successor by merger to Sims Hugo Neu Global Trade LLC (“Global Trade”), HNE RECYCLING LLC, a Delaware limited liability company (“HNE Recycling”), HNW RECYCLING LLC, a Delaware limited liability company (“HNW Recycling”), SIMSMETAL EAST LLC, a Delaware limited liability company, successor to Sims Hugo Neu East (General Partnership), a New York general partnership (“SHN East”), SIMSMETAL WEST LLC, a Delaware limited liability company, successor to Sims Hugo Neu West (General Partnership), a California general partnership (“SHN West”), SIMS GROUP USA CORPORATION, a Delaware corporation (“Sims USA”), METAL MANAGEMENT, INC., a Delaware corporation (“Metal Management”), MM METAL DYNAMICS HO
February 16, 2007Sims Group LTD • November 28th, 2007
Mr Bob Kelman 40 West 22nd Street New York, NY 10010 Level 6 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com
Amendment and Restatement DeedConfidential Treatment • October 14th, 2011 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
The Lender and Sims and its subsidiaries listed in Schedule 1 (together the Borrowers) agree to amend and restate the Facility Agreement in the manner set out in this deed.
To: Sims Metal Management Limited ACN 114 838 630 Level 12, Suite 1202 65 Berry Street North Sydney NSW 2060 Australia Attention: Peter Ricketts Date: 22 June 2012Multi Option Facility Agreement • October 12th, 2012 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
We refer to the document entitled “Multi Option Facility Agreement” dated 3 December 2003 between, amongst others, Sims Metal Management Limited ACN 114 838 630 (formerly Sims Group Limited) (Sims) and HSBC Bank Australia Limited ABN 48 006 434 162, as amended from time to time (Facility Agreement).
Date 2 April 2007 Parties Sims Group Limited (ABN 69 114 838 630) (Sims) Votraint No. 1652 Pty Limited (ACN 124 181 531) (Mitsui))Sims Group LTD • November 28th, 2007
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. The Directors Sims Metal Management Limited...Confidential Treatment • December 6th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods
We refer to the Letter of Offer dated 13 March 2009 between Sims Metal Management Limited ABN 69 114 838 630 (Sims) and National Australia Bank Limited (Bank) (Agreement).
EFFECTIVE JANUARY 29, 2003, THE COMPANY NAME CHANGED TO SIMS GROUP LIMITED. EXhibit A to Deposit Agreement No. 33-85130 [Sponsored Exempt]_________________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents four deposited Shares)...Sims Group LTD • August 19th, 2003
THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR ORDINARY SHARES OF THE PAR VALUE OF O.50 australian dollars EACH OF SIMSMETAL LIMITED (INCORPORATED UNDER THE LAWS OF THE COMONWEALTH OF AUSTRALIA)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2009 among SIMS GROUP USA HOLDINGS CORPORATION, and CERTAIN AFFILIATES as Borrowers, BANK OF AMERICA, N.A. as Lender [*] Confidential Treatment RequestedCredit Agreement • April 14th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2009, among SIMS GROUP USA HOLDINGS CORPORATION, a Delaware corporation, formerly known as Sims Hugo Neu Corporation (the “Company”), SIMS GROUP GLOBAL TRADE CORPORATION, a Delaware corporation, successor by merger to Sims Hugo Neu Global Trade LLC (“Global Trade”), HNE RECYCLING LLC, a Delaware limited liability company (“HNE Recycling”), HNW RECYCLING LLC, a Delaware limited liability company (“HNW Recycling”), SIMSMETAL EAST LLC, a Delaware limited liability company, successor to Sims Hugo Neu East (General Partnership), a New York general partnership (“SHN East”), SIMSMETAL WEST LLC, a Delaware limited liability company, successor to Sims Hugo Neu West (General Partnership), a California general partnership (“SHN West”), SIMS GROUP USA CORPORATION, a Delaware corporation (“Sims USA”), METAL MANAGEMENT, INC., a Delaware corporation (“Metal Management”), MM METAL DYNAMICS HOLDINGS, INC., a Dela
Amendment and Restatement DeedFacility Agreement • October 14th, 2011 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
The Lender and Sims and its subsidiaries listed in Schedule 1 (together the Borrowers) agree to amend and restate the Facility Agreement in the manner set out in this deed.
CONSULTING AGREEMENTConsulting Agreement • October 16th, 2013 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into this 6 day of June 2013 by and between Sims Metal Management Limited, an Australian company duly organized under law and having a usual place of business at Sir Joseph Banks Corporate Park, Suite 3, Level 2, 32-34 Lord Street Botany NSW 2019 Australia (hereinafter referred to as the “Company”) and Daniel W. Dienst of [*] (hereinafter referred to as the “Consultant”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 23, 2011 among SIMS GROUP USA HOLDINGS CORPORATION, and CERTAIN AFFILIATES as Borrowers, BANK OF AMERICA, N.A. as Lender [*] Confidential Treatment RequestedCredit Agreement • October 14th, 2011 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 23, 2011, among SIMS GROUP USA HOLDINGS CORPORATION, a Delaware corporation, formerly known as Sims Hugo Neu Corporation (the “Company”), SIMS GROUP GLOBAL TRADE CORPORATION, a Delaware corporation, successor by merger to Sims Hugo Neu Global Trade LLC (“Global Trade”), HNE RECYCLING LLC, a Delaware limited liability company (“HNE Recycling”), HNW RECYCLING LLC, a Delaware limited liability company (“HNW Recycling”), SIMSMETAL EAST LLC, a Delaware limited liability company, successor to Sims Hugo Neu East (General Partnership), a New York general partnership (“SHN East”), SIMSMETAL WEST LLC, a Delaware limited liability company, successor to Sims Hugo Neu West (General Partnership), a California general partnership (“SHN West”), SIMS GROUP USA CORPORATION, a Delaware corporation (“Sims USA”), METAL MANAGEMENT, INC., a Delaware corporation (“Metal Management”), MM METAL DYNAMICS HOLDINGS, INC., a
HSBC Facility AgreementConfidential Treatment • October 16th, 2013 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
B At the request of Sims, the parties to the Facility Agreement have agreed to amend the Facility Agreement and extend the Termination Date as set out in this Deed.
Robert C. Larry Level 5 Sims Group House 41 McLaren Street North Sydney NSW 2060 Australia GPO Box 4155 Sydney NSW 2001 Phone 612 9956 9100 Facsimile 612 9954 9680 www.sims-group.com Sims Group Limited ABN 69 114 838 630Sims Group LTD • November 28th, 2007
We refer to your employment agreement with Metal Management, Inc (MMI) dated 1 July 2001, and amended 10 August 2005 (Employment Agreement).
OPERATING AGREEMENT OF SA RECYCLING LLCOperating Agreement • January 17th, 2008 • Sims Group LTD • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) is made effective as of September 1, 2007, by and between Adams Steel, LLC, a Delaware limited liability company (“Adams Steel”), and Simsmetal West LLC (formerly known as Sims Hugo Neu West LLC), a Delaware limited liability company (“Sims”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2009 among SIMS GROUP USA HOLDINGS CORPORATION, and CERTAIN AFFILIATES as Borrowers, BANK OF AMERICA, N.A. as Lender [*] Confidential Treatment RequestedCredit Agreement • November 12th, 2009 • Sims Metal Management LTD • Wholesale-misc durable goods • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2009, among SIMS GROUP USA HOLDINGS CORPORATION, a Delaware corporation, formerly known as Sims Hugo Neu Corporation (the “Company”), SIMS GROUP GLOBAL TRADE CORPORATION, a Delaware corporation, successor by merger to Sims Hugo Neu Global Trade LLC (“Global Trade”), HNE RECYCLING LLC, a Delaware limited liability company (“HNE Recycling”), HNW RECYCLING LLC, a Delaware limited liability company (“HNW Recycling”), SIMSMETAL EAST LLC, a Delaware limited liability company, successor to Sims Hugo Neu East (General Partnership), a New York general partnership (“SHN East”), SIMSMETAL WEST LLC, a Delaware limited liability company, successor to Sims Hugo Neu West (General Partnership), a California general partnership (“SHN West”), SIMS GROUP USA CORPORATION, a Delaware corporation (“Sims USA”), METAL MANAGEMENT, INC., a Delaware corporation (“Metal Management”), MM METAL DYNAMICS HOLDINGS, INC., a Dela
To: Sims Metal Management Limited ACN 114 838 630 Suite 1202 Level 12, 65 Berry Street North Sydney NSW 2080 Attention: Peter Ricketts Date: 13 December 2009 Dear SirsConfidential Treatment • December 6th, 2010 • Sims Metal Management LTD • Wholesale-misc durable goods • New South Wales
We refer to the document entitled “Multi Option Facility Agreement” dated 3 December 2003 between, amongst others, Sims Metal Management Limited ACN 114 838 630 (formerly Sims Group Limited) (Sims) and HSBC Bank Australia Limited ABN 48 006 434 162, as amended from time to time (Facility Agreement).
