exv4w18






Exhibit 4.18




Deed of Amendment




	 	 	 
	Date	 	21 September 2011
	 
	 	 
	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 Transaction Party under the Common Terms Deed (defined
below)
	 
	 	 
	 

	 	Bank of America, N.A.
	 

	 	of 800 5th Avenue — FL 36, Seattle, WA 98104, United States of America
	 
	 	 
	 

	 	Commonwealth Bank of Australia
	 

	 	ABN 48 123 123 124 of Level 21, Darling Park Tower 1, 201 Sussex
Street, Sydney, New South Wales 2000, Australia
	 
	 	 
	 

	 	HSBC Bank Australia Limited
	 

	 	ABN 48 006 434 162 of Level 31, 580 George Street Sydney New South
Wales 2000, Australia
	 
	 	 
	 

	 	HSBC Bank plc
	 

	 	of City Corporate Banking Centre, 60 Queen Victoria Street, London,

EC4N 4TR
	 
	 	 
	 

	 	HSBC Bank USA, National Association
	 

	 	of 452 Fifth Avenue, New York, New York 10018 USA
	 
	 	 
	 

	 	The Hongkong and Shanghai Banking Corporation Limited
	 

	 	ABN 65 117 925 970 of Level 10, 1 Queens Road, Central Hong Kong
	 
	 	 
	 

	 	National Australia Bank Limited
	 

	 	ABN 12 004 044 937 of Level 18, 255 George Street Sydney NSW 2000
Australia
	 
	 	 
	 

	 	Westpac Banking Corporation
	 

	 	ABN 33 007 457 141 of Level 3, 275 Kent Street Sydney NSW 2000 Australia
	 
	 	 
	 

	 	(each of the foregoing banks and financial institutions is a Lender and
together the Lenders)






Recitals





	A	 	 The parties have entered into the Common Terms Deed dated 23 June 2011 (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.
	 
	B	 	 The parties have agreed to amend the Common Terms Deed as set out in this Deed.




1









 






Operative provisions





	1.	 	Definitions and Interpretation
	 
	1.1	 	Capitalised terms used in this Deed have the same meaning as in the Common Terms Deed, unless
otherwise defined in this Deed.
	 
	1.2	 	Clause 1.3 of the Common Terms Deed applies to this Deed as if set out in full in this Deed
and all references to this deed were references to this Deed.
	 
	2.	 	Amendment
	 
	2.1	 	The parties to this Deed agree that the Common Terms Deed is amended, with effect from the
date of this Deed, as follows:
	 
	 	 	The definition of EBITDA in clause 1.2 of the Common Terms Deed is deleted and replaced with
the following:





	 	 	 

	EBITDA

	 	for a relevant period and in respect of the Sims Group, the profit on ordinary
activities before:
	 
	 	 
	 

	 	1   taxation;

	 
	 	 
	 

	 	2    Net Interest Expense;

	 
	 	 
	 

	 	3    amortisation of Intangible Assets and depreciation of Tangible Assets of
the Sims Group;

	 
	 	 
	 

	 	4    LTI Expense; and

	 
	 	 
	 

	 	5    any impairment charge or loss (or gain or reversal) relating to the
recoverable amount of assets (including any impairment charge relating to goodwill or
identified Intangible Assets),

	 
	 	 
	 

	 	as shown on a consolidated basis and as disclosed in the Sims Group’s most recent
audited consolidated annual Financial Reports or semi-annual audited or unaudited
consolidated Financial Reports, as applicable.
	 
	 	 
	 

	 	For the purposes of calculating EBITDA, the calculation will be adjusted to exclude:
	 
	 	 
	 

	 	1    any significant non-cash items or items disclosed as required by AASB
101.97 and AASB 101.98 due to their size or nature or by the corresponding provisions
of future revisions of this accounting standard, that are of a non-recurring nature
including but not limited to:

	 
	 	 
	 

	 	   •   losses or gains on the sale or revaluation of assets,

	 
	 	 
	 

	 	   •   costs relating to restructuring and redundancy,

	 
	 	 
	 

	 	   •   discontinued operations,

	 
	 	 
	 

	 	   •   discounts on acquisition and gains on formation of joint ventures,

	 
	 	 
	 

	 	   •   post acquisition adjustments to contingent liabilities recorded on
the date of a business acquisition pursuant to purchase accounting rule changes to be
introduced on 1 July 2009, and

	 
	 	 
	 

	 	   •   costs associated with becoming Sarbanes-Oxley Act compliant (as
required following the Sims Group’s registration as an issuer in the United States of
America);







2









 






	 	 	 

	 

	 	2    significant unrealized gains or losses;

	 
	 	 
	 

	 	3    any other significant non-cash items or items including but not limited to:

	 
	 	 
	 

	 	   •    write downs of inventory to net realisable value; and

	 
	 	 
	 

	 	   •   forgone profit arising from sales contract negotiations,

	 
	 	 
	 

	 	that are of a non-recurring nature.
	 
	 	 
	 

	 	The foregoing adjustments to EBITDA in paragraphs (1) to (3) for each Calculation
Period will be agreed by the Lender and Sims in writing prior to the end of that
Calculation Period, subject to the operation of clause 17.3.
	 
	 	 
	 

	 	Except for the purpose of calculating the ratio of Net Interest Expense to EBITDA
under clause 4.17(a)(2), EBITDA as calculated on any Calculation Date will be
adjusted to take into account the effects of any acquisitions or disposals of any
company or business made during the Calculation Period ending on that Calculation
Date. The adjustments will be made on the basis of the historical EBITDA of the
company or business acquired or disposed of in the Calculation Period and ending on
that Calculation Date by reference to historical EBITDA for the twelve months
immediately preceding the Calculation Date and by reference to:
	 
	 

	 	1    in the case of a disposal, the period of time during which the applicable
company or business was part of the Sims Group; or

	 
	 	 
	 

	 	2    in the case of an acquisition, for that period being the twelve months
immediately preceding the Calculation Date.








	3.	 	References to Common Terms Deed
	 
	3.1	 	Every reference in the Transaction Documents to the Common Terms Deed is to be construed as a
reference to the Common Terms Deed as amended by this Deed. Any reference to this deed, in
this deed, of this deed, this agreement or words to the same effect in the Common Terms Deed
will be construed as a reference to the Common Terms Deed as amended by this Deed.
	 
	4.	 	Confirmation
	 
	4.1	 	Subject to the provisions of this Deed, the Common Terms Deed is confirmed and remains in
full force and effect. This Deed and the Common Terms Deed will be read and construed as one
document.
	 
	5.	 	General Provisions
	 
	5.1	 	This Deed is a Transaction Document in respect of each Lender for the purposes of the Common
Terms Deed.
	 
	5.2	 	This Deed is governed by the laws of New South Wales. Each Transaction Party irrevocably
submits to the non-exclusive jurisdiction of the courts of New South Wales.
	 
	5.3	 	This Deed may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.
	 
	5.4	 	Each of the attorneys executing this Deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.




3









 









Executed as a deed.




	 	 	 	 	 

	 

	 	Sims
	 	 
	 
	 	 	 	 
	 

	 	Executed by	 	 
	 

	 	Sims Metal Management Limited
for itself and as attorney for each
other Transaction Party pursuant
to clause 15.2 of the
Common Terms Deed	 	 
	 

	 	in accordance with section 127(1) of the
Corporations Act 2001 (Cth)
by a director and secretary/director:	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Frank Moratti	 	 
	 

	 	 	 	 
	 

	 	Company Secretary/Director	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratti	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Daniel W. Dienst	 	 
	 

	 	 	 	 
	 

	 	Director	 	 
	 
	 	 	 	 
	print name

	 	Daniel W. Dienst	 	 












 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Executed by	 	 
	 

	 	Bank of America, N.A.	 	 
	 

	 	by its duly Authorised Officer in the

presence of:	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Timothy G. Holsapple	 	 
	 

	 	 	 	 
	 

	 	Authorised Officer	 	 
	 
	 	 	 	 
	print name

	 	Timothy G. Holsapple	 	 
	 
	 	 	 	 
	print title

	 	Senior Vice President	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Heidi E. Green	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Heidi E. Green	 	 












 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Commonwealth Bank of Australia	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Katherine Morrison	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Katherine Morrison	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Annette Tomosci	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Annette Tomosci	 	 













 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	HSBC Bank Australia Limited	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Bridget Ann Powell	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Bridget Ann Powell	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Elin Schwarzenecker	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Elin Schwarzenecker	 	 







 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	HSBC Bank plc	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Michael Hodges	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Michael Hodges	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ S.R. Adcock	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	S.R. Adcock	 	 









 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	HSBC Bank USA, National Association	 	 
	 

	 	by its authorised signatory	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Randolph Cates, VP Senior Relationship Mgr	 	 
	 

	 	 	 	 
	 

	 	Authorised signatory	 	 
	 
	 	 	 	 
	print name

	 	Randolph Cates	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Khalid Alkadi	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Khalid Alkadi, AVP Relationship Mgr	 	 







 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	The Hongkong and Shanghai Banking Corporation Limited
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Albert Chan Leung Choi	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Albert Chan Leung Choi	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Jaron Campbell	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Jaron Campbell	 	 











 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	National Australia Bank Limited	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Steven Russell	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Steven Russell	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Cosimino Attillo	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Cosimino Attillo	 	 











 









 









	 	 	 	 	 

	 

	 	Lender
	 	 
	 
	 	 	 	 
	 

	 	Signed sealed and delivered for	 	 
	 

	 	Westpac Banking Corporation	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Jeroen Nanninga	 	 
	 

	 	 	 	 
	 

	 	Attorney	 	 
	 
	 	 	 	 
	print name

	 	Jeroen Nanninga	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	/s/ Andrew O’Connor	 	 
	 

	 	 	 	 
	 

	 	Witness	 	 
	 
	 	 	 	 
	print name

	 	Andrew O’Connor