exv4w14






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:

	 	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
	 	 






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, 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).





	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
	 
	 	 
	Bill 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
	 
	 	 
	Bill Collection

	 	0.10% (min USD65; max USD125)
	 
	 	 
	Interest rate for gill discounting provided by HSBC (HK):

	 	LIBOR + 1.275%*
	 
	 	 
	Interest rate for Bill 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 Sims 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 Sims to any entity or person except as may be
required by law or to Sims’ 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: Greg Davey

Capacity: Relationship Manager

Date: 15 December 2007




                                        




for and on behalf of The Hongkong and Shanghai Banking Corporation Limited

Name:

Capacity:

Date:




                                        




for and on behalf of HSBC Bank PLC

Name:

Capacity:

Date:




[*] Confidential Treatment Requested





 









 








                                        




for and on behalf of HSBC Bank USA, National Association

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. Greg Davey

Capacity: Relationship Manager

Date: 30 October 2009




                                        




for and on behalf of The Hongkong and Shanghai Banking Corporation Limited

Name:

Capacity:

Date:




                                        




for and on behalf of HSBC Bank PLC

Name:

Capacity:

Date:




[*] Confidential Treatment Requested





 









 








                                        




for and on behalf of HSBC Bank USA, National Association

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. Greg Davey

Capacity: Relationship Manager

Date: 30 October 2009




                                        




for and on behalf of The Hongkong and Shanghai Banking Corporation Limited

Name:

Capacity:

Date:




                                        




for and on behalf of HSBC Bank PLC

Name:

Capacity:

Date:




[*] Confidential Treatment Requested




 









 








                                        




for and on behalf of HSBC Bank USA, National Association

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. Greg Davey

Capacity: Relationship Manager

Date: 30 October 2009




                                        




for and on behalf of The Hongkong and Shanghai Banking Corporation Limited

Name:

Capacity:

Date:




                                        




for and on behalf of HSBC Bank PLC

Name:

Capacity:

Date:




[*] Confidential Treatment Requested




 









 





                                        




for and on behalf of HSBC Bank USA, National Association

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 Sims Metal Management Limited ACN 114 838 630



Name:



Capacity:



Date:





[*] Confidential Treatment Requested