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 2012
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.
| To: | Xxxx Metal Management Limited ACN 114 838 630 | |||
| Xxxxx 00, Xxxxx 0000 00 Xxxxx Xxxxxx Xxxxx Xxxxxx XXX 0000 Xxxxxxxxx |
||||
| Attention: | Xxxxx Xxxxxxxx | |||
| Date: | 22 June 2012 | |||
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 the Facility Agreement (including by incorporation) 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 and is issued pursuant to clause 4(b) of the Amendment and Restatement Deed dated on or about 23 June 2011 between, amongst others, Xxxx, HSBC Bank plc, HSBC Bank Australia Limited, HSBC Bank USA, National Association and The Hongkong and Shanghai Banking Corporation Limited. |
| 1.5 | This fee letter is entered into in connection with the Cash Advance Facilities. |
| 2. | Margin under Cash Advance Facilities |
The Margin under the Cash Advance Facilities is to be determined by reference to the table set out below based on the ratio of Financial Indebtedness of the Xxxx Group to EBITDA as calculated in the most recent Compliance Certificate:
| Financial Indebtedness of the Xxxx Group to EBITDA |
Applicable Margin (% per annum) | |
| [*] | [*] | |
| 3. | Fees |
| 3.1 | Commitment Fee[*] of the applicable Margin. |
| 3.2 | Establishment Fee |
Nil.
[*] Confidential Treatment Requested
| 3.3 | [*] |
| 4. | Other terms |
| AUD Commitment (clause 1.1) | For the AUD Cash Advance Facility granted by HSBC (Australia): AUD4,000,000 | |
| Euro Commitment (clause 1.1) | N/A | |
| GBP Commitment (clause 1.1) | For the GBP Cash Advance Facility granted by HSBC (UK): GBP27,700,000 [*] | |
| Termination Date (clause 1.1) | 23 June 2015.
As discussed, the Lenders will conduct a further review of the Termination Date following the release of the annual audited Financial Report of the Xxxx Group for the financial year ended 30 June 2012. Following this review, the Lenders may agree (in their sole and absolute discretion) to extend the Termination Date to 31 October 2015. | |
| USD Commitment (clause 1.1) | For the USD Cash Advance Facility granted by HSBC (Australia): USD97,300,000 [*].
For the USD Cash Advance Facility granted by HSBC (US): USD101,200,000 [*].
For the USD Cash Advance Facility granted by HSBC (UK): USD58,800,000 [*]. | |
| 5. | Change in the Margin and/or Fees |
Any change in the Commitments, Termination Date, Margin or fees set out above will apply with effect from the date Xxxx signs and delivers the enclosed copy of this fee letter to the Lenders.
| 6. | 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.
| 7. | 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.
[*] Confidential Treatment Requested
| 8. | 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
| /s/ Xxxxxxxx Xxxx |
| For and on behalf of HSBC Bank Australia Limited |
| Name: Xxxxxxxx Xxxx |
| Capacity: State Manager |
| Date: 22 June 2012 |
| /s/ Xxxx Xxxxxx |
| For and on behalf of HSBC Bank plc |
| Name: Xxxx Xxxxxx |
| Capacity: Deputy Head of Corporate Banking |
| Date: 22 June 2012 |
| /s/ Xxxxxxxx Xxxxx |
For and on behalf of HSBC Bank USA, National Association
Name: Xxxxxxxx Xxxxx
Capacity: Senior Relationship Manager
Date: June 26, 2012
[*] Confidential Treatment Requested
| To: | HSBC Bank Australia Limited |
HSBC Bank plc
HSBC Bank USA, National Association
We hereby confirm and agree to the terms of this fee letter as set out above.
| /s/ Xxxxx Xxxxxxxx |
for and on behalf of Xxxx Metal Management Limited ACN 114 838 630
Name: Xxxxx Xxxxxxxx
Capacity: Group Senior Vice President Treasury, Financial Strategy & Planning
Date: 26/6/12
[*] Confidential Treatment Requested
