exv4w28






Exhibit 4.28



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.



3 May 2010




The Directors

Sims Metal Management Limited

Sir Joseph Banks Corporate Park

Suite 3, Level 2

32-34 Lord Street

Botany NSW 2019




Attention: Mr Peter Ricketts




Dear Sirs




Multi-Currency Revolving Floating Rate Cash Advance Facility



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).



Terms defined in the Agreement have the same meanings in this letter, unless the context requires a
different meaning.



The Bank agrees, subject to Sims’ and the Borrowers’ acceptance of the terms of this letter that,
as at the date of this letter, clause 2.1 of the Agreement is varied so that the second column at
clause 2.1 is deleted and replaced with:




     A$150,000,000 (as reduced, the Commitment).



     That maximum applies to the Borrowers as a whole and is not a limit applying to each Borrower
individually


Furthermore, pursuant to clause 2.7 of the Agreement, the Bank by notice to Sims, extend the
Repayment Date of the Facility to 13 March 2012 on the following terms.





	1.	 	[*]
	 
	2.	 	The Margin grid set out in Clause 2.3 of the Agreement is replaced with the following





	 	 	 

	Total Finance Debt / EBITDA
	 	Margin
	[*]
	 	[*]






[*] Confidential Treatment Requested




 









 






	3.	 	The Commitment Fee set out in Clause 2.9 of the Agreement is amended to [*] of the
applicable Margin.




If Sims and the Borrowers agree to the increase in the Commitment to A$150,000,000 and the
extension of the Repayment Date on the terms set out above, kindly acknowledge your acceptance in
the place provided below and return to the Bank an executed copy of this letter. If Sims and the
Borrowers do not want the increase in the Commitment to A$150,000,000 and the Repayment Date
extended as set out in this letter, please notify the Bank within 5 Business Days of the date of
this letter; in which event the Commitment will not be increased from its current A$100,000,000 and
the Repayment Date will not be extended and the Commitment will be cancelled on the current
Repayment Date.



This letter is a Bank Document for the purpose of the Standard Terms. This letter may be signed in
any number of counterparts and this has the same effect as if the signature on the counterpart were
on a single copy of the letter.



Yours faithfully



Signed by or on behalf of National Australia Bank Limited




Steven Russell

Associate Director

NAB Institutional Banking




Acknowledgement and Acceptance



Sims and each Borrower acknowledge, accept and agree to the terms of this letter by signing below.




	 	 	 	 	 	 	 	 	 

	EXECUTED by SIMS METAL

	 	 	)	 	 	 	 	 
	MANAGEMENT LIMITED in

	 	 	)	 	 	 	 	 
	accordance with section 127(1) of the

	 	 	)	 	 	 	 	 
	Corporations Act 2001 (Cwlth) by

	 	 	)	 	 	 	 	 
	authority of its directors:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

Signature of director

	 	 	)

)	 	 	 

Signature of director/company secretary*

	 	 
	 

	 	 	)	 	 	* delete whichever is not applicable	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 

Name of director (block letters)

	 	 	 	 	 	 

Name of director/company secretary* (block letters)


* delete whichever is not applicable
	 	 






[*] Confidential Treatment Requested




 









 





Signed by

Sims Group Australia Holdings Limited

by a director and secretary/director:




	 	 	 	 	 

	 

Signature of director

	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 
	 

Name of director (please print)

	 	 

Name of director/secretary (please print)
	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	Sims Group UK Limited
	 	 	 	 
	by a director and secretary/director:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 
	 

Name of director (please print)

	 	 

Name of director/secretary (please print)
	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	Sims Group UK Holdings Limited
	 	 	 	 
	by a director and secretary/director:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 
	 

Name of director (please print)

	 	 

Name of director/secretary (please print)
	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	Mirec BV
	 	 	 	 
	by a director and secretary/director:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 
	 

Name of director (please print)

	 	 

Name of director/secretary (please print)
	 	 






[*] Confidential Treatment Requested




 









 





	 	 	 	 	 

	Signed by
	 	 	 	 
	Sims Recycling Solutions AB
	 	 	 	 
	by a director and secretary/director:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 
	 

Name of director (please print)

	 	 

Name of director/secretary (please print)
	 	 
	 
	 	 	 	 
	Executed by
	 	 	 	 
	Sims Group USA Corporation
	 	 	 	 
	by its officer:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of officer

	 	 	 	 
	 
	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 
	 
	 	 	 	 
	Executed by
	 	 	 	 
	Sims Group Global Trade Corporation
	 	 	 	 
	by its officer:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of officer

	 	 	 	 
	 
	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 
	 
	 	 	 	 
	Executed by
	 	 	 	 
	North Carolina Resource Conservation, LLC
	 	 	 	 
	by its officer:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of officer

	 	 	 	 
	 
	 	 	 	 
	 

Name of officer (please print)

	 	 	 	 






[*] Confidential Treatment Requested




 









 





	 	 	 

	Executed by
	 	 
	Sims Group USA Holdings Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Schiabo Larovo Corporation
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Simsmetal East LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Simsmetal West LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 





	 	 	 

	Executed by
	 	 
	Metal Management, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Alabama, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Arizona, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Connecticut, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 





	 	 	 

	Executed by
	 	 
	Metal Management Memphis, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Midwest, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Mississippi, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management Northeast, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






[*] Confidential Treatment Requested




 









 





	 	 	 

	Executed by
	 	 
	Metal Management Ohio, Inc.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Management West, Inc.
	 	 
	by its officer:
	 	 
	 


	 	 
	 
Signature of officer
	 	 
	 
	 
Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Proler Southwest LP
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 
	 
	 	 
	Executed by
	 	 
	Metal Dynamics Detroit LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







[*] Confidential Treatment Requested