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 Sirs
Exhibit 4.14
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.
Strictly Private and Confidential
To:
|
Xxxx Metal Management Limited ACN 114 838 630 | |
| Suite 1202 | ||
| Xxxxx 00, 00 Xxxxx Xxxxxx | ||
| Xxxxx Xxxxxx XXX 0000 | ||
Attention:
|
Xxxxx Xxxxxxxx | |
Date:
|
13 December 2009 | |
Dear Sirs |
AMENDED AND RESTATED MULTI OPTION FACILITY AGREEMENT — FEE LETTER
We refer to the document entitled “Multi Option Facility Agreement” dated 3 December 2003 between,
amongst others, Xxxx Metal Management Limited ACN 114 838 630 (formerly Xxxx Group Limited) (Xxxx)
and HSBC Bank Australia Limited ABN 48 006 434 162, as amended from time to time (Facility
Agreement).
| 1. | Definitions and Interpretation | |
| 1.1 | A term defined in clause 1.1 of the Facility Agreement has the same meaning when used in this fee letter unless stated otherwise in this fee letter. | |
| 1.2 | Clause 1.2 of the Facility Agreement is incorporated into this fee letter as if set out in this fee letter in full and as if all references in that provision to “this Agreement” were to this fee letter. | |
| 1.3 | The provisions of the Facility Agreement will apply to this fee letter. | |
| 1.4 | This fee letter is a Transaction Document. | |
| 1.5 | This fee letter is entered into in connection with the Cash Advance Facility, the Trade Facilities and the Bank Guarantee and Standby Letter of Credit Facility. | |
| 2. | Margin under Cash Advance Facility |
The Margin referred to in section 1 of Schedule 1 of the Facility Agreement in relation to
the Cash Advance Facility is based upon the following table;
| Debt / EBITDA | Margin | Commitment Fee ([*] of Margin) | ||
[*]
|
[*] | [*] |
[*] Confidential Treatment Requested
| 3. | Fees |
| 3.1 | [*] | |
| 3.2 | Commitment Fee |
| (a) | The Commitment Fee referred to in clause 10.5 of the Facility Agreement is [*] of the applicable margin per annum, as set out in 2 above. |
| 3.3 | Establishment Fee |
| (a) | The Establishment Fee referred to in section 1 of Schedule 3 of the Facility Agreement in relation to the Bank Guarantee and Standby Letter of Credit Facility is AUD100, effective on and from 1 May 2009. |
| 3.4 | Guarantee Fee |
| (a) | The Guarantee Fee referred to in section 1 of Schedule 3 of the Facility Agreement in relation to the Bank Guarantee and Standby Letter of Credit Facility is equal to the margin, as set out in 2 above, per annum. |
| 3.5 | Trade Facility Fees and Margins |
Effective on and from 12 May 2009 the Margin referred to in section 1 of Schedule 2 and the
import and export fees referred to in section 8 of Schedule 2 of the Facility Agreement in
relation to the Trade Facilities are as follows:
Import Tariff:
LC Opening/Negotiation:
|
0.20% (min. USD65) | |
CILE:
|
0.05% (min. USD30) | |
Bankers Acceptance (under Usance LC):
|
0.05% per month (min. USD45) | |
Amendments (% of face value):
|
0.20% (min. USD45) | |
Reimbursement (borne by Bene wherever possible):
|
USD65 per negotiation | |
Xxxx Collection:
|
0.10% (min. USD65; max. USD125) | |
CIL:
|
LIBOR + 1.275% |
[*] Confidential Treatment Requested
Export Tariff:
LC Advising:
|
USD20 | |
LC Negotiation (Document Examination):
|
0.10% (min. USD65, max. USD250) | |
CILE:
|
0.05% (min. USD30) | |
Amendments:
|
USD25 | |
Courier/SWIFT:
|
At cost | |
Xxxx Collection
|
0.10% (min USD65; max USD125) | |
Interest rate for xxxx discounting provided by HSBC (HK):
|
LIBOR + 1.275%* | |
Interest rate for Xxxx discounting provided by HSBC (Australia):
|
Calculated on a case by case basis |
| * | 1.275% is charged as this is against a mixture of confirmed LC’s, discrepant documents under LC’s, and bills pending negotiation. |
Confirmation Charges:
For HSBC (Australia) the confirmation charges shall be advised on a case by case basis and
shall be assessed on an actual number of days elapsed basis.
For HSBC (HK) the Confirmation Charges shall be assessed on an actual number of days elapsed
basis, and according to the following matrix:
| Moody’s A3 | Moody’s A3- | Below | ||||||
| Country | (or better) | Baa | Moody’s Baa | Others | ||||
China
|
0.40% p.a. | 0.65% p.a. | Case-by-Case | Case-by-Case | ||||
Indonesia
|
0.40% p.a. | 0.65% p.a. | Case-by-Case | Case-by-Case | ||||
India
|
0.40% p.a. | 0.65% p.a. | Case-by-Case | Case-by-Case | ||||
Malaysia
|
0.40% p.a. | 0.65% p.a. | Case-by-Case | Case-by-Case | ||||
Thailand
|
0.40% p.a. | 0.65% p.a. | Case-by-Case | Case-by-Case | ||||
Taiwan
|
Case-by-Case | Case-by-Case | Case-by-Case | Case-by-Case |
[*] Confidential Treatment Requested
| Moody’s A3 | Moody’s A3- | Below | ||||||
| Country | (or better) | Baa | Moody’s Baa | Others | ||||
Vietnam
|
Case-by-Case | Case-by-Case | Case-by-Case | Case-by-Case | ||||
Nepal
|
Case-by-Case | Case-by-Case | Case-by-Case | Case-by-Case | ||||
Bangladesh
|
Case-by-Case | Case-by-Case | Case-by-Case | Case-by-Case | ||||
Others
|
Case-by-Case | Case-by-Case | Case-by-Case | Case-by-Case |
Confirmation charges may change from time to time, subject to significant market
events/changes, and for this purpose shall be reviewed quarterly.
AUD Overdraft:
The AUD overdraft provided by HSBC (HK) is charged at 1% over HSBC (HK) applicable best
lending rate.
Other Fees:
All other fees are in line with the standard tariffs as applicable from each Financier.
| 4. | Change in the Margin and/or Fees |
The Margin or fees set out above will, if Xxxx returns a signed copy of this fee letter to
the Financiers, apply with effect from the date of this fee letter unless otherwise
specified above.
| 5. | Confidentiality |
This fee letter must not be disclosed by Xxxx to any entity or person except as may be
required by law or to Xxxx’ employees and legal and financial advisers who have a need to
know the information and who are made aware of and agree to be bound by the confidentiality
obligation under this paragraph.
| 6. | Counterparts |
This fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.
| 7. | Governing Law |
This fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales,
Please confirm your agreement to the above by signing, dating and returning to us the enclosed copy
of this fee letter.
[*] Confidential Treatment Requested
Yours faithfully
for and on behalf of HSBC Bank Australia Limited
Name: Xxxx Xxxxx
Capacity: Relationship Manager
Date: 15 December 2007
Name: Xxxx Xxxxx
Capacity: Relationship Manager
Date: 15 December 2007
for and on behalf of The Hongkong and Shanghai Banking Corporation Limited
Name:
Capacity:
Date:
Name:
Capacity:
Date:
for and on behalf of HSBC Bank PLC
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
for and on behalf of HSBC Bank USA, National Association
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
This fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.
| 7. | Governing Law |
This fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales.
Please confirm your agreement to the above by signing, dating and returning to us the enclosed copy
of this fee letter.
Yours faithfully
for and on behalf of HSBC Bank Australia Limited
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
for and on behalf of The Hongkong and Shanghai Banking Corporation Limited
Name:
Capacity:
Date:
Name:
Capacity:
Date:
for and on behalf of HSBC Bank PLC
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
for and on behalf of HSBC Bank USA, National Association
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
This fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.
| 7. | Governing Law |
This fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales.
Please confirm your agreement to the above by signing, dating and returning to us the enclosed copy
of this fee letter.
Yours faithfully
for and on behalf of HSBC Bank Australia Limited
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
for and on behalf of The Hongkong and Shanghai Banking Corporation Limited
Name:
Capacity:
Date:
Name:
Capacity:
Date:
for and on behalf of HSBC Bank PLC
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
for and on behalf of HSBC Bank USA, National Association
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
This fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.
| 7. | Governing Law |
This fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales.
Please confirm your agreement to the above by signing, dating and returning to us the enclosed copy
of this fee letter.
Yours faithfully
for and on behalf of HSBC Bank Australia Limited
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
Name. Xxxx Xxxxx
Capacity: Relationship Manager
Date: 30 October 2009
for and on behalf of The Hongkong and Shanghai Banking Corporation Limited
Name:
Capacity:
Date:
Name:
Capacity:
Date:
for and on behalf of HSBC Bank PLC
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
for and on behalf of HSBC Bank USA, National Association
Name:
Capacity:
Date:
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
To:
|
HSBC Bank Australia Limited | |
| HSBC Bank PLC | ||
| HSBC Bank USA, National Association | ||
| The Hongkong and Shanghai Banking Corporation Limited |
We hereby confirm and agree to the terms of this fee letter as set out above.
For and on behalf of Xxxx Metal Management Limited ACN 114 838 630
Name:
Capacity:
Date:
[*] Confidential Treatment Requested
