EX-4.38



 Exhibit 4.38 

/ Sberbank of Russia Letterhead / 

AMENDING AGREEMENT No. 5 

to Non-Revolving Loan Facility Agreement No. 8508 dated October 9, 2012 

 

			
	The City of Moscow		October 31, 2014

 SBERBANK OF RUSSIA, an open joint stock company (Sberbank of Russia JSC) (company name in Russian:











 “



”), (the “Lender”), as represented by Fedor V. Sapronov, Managing Director and Director of the Lending and Project Financing Group of the Corporate Financing Department of Sberbank of Russia, acting
by virtue of the Lender’s Articles of Association and under Power of Attorney No. 413-D dated August 22, 2014, on the one hand; and SOUTHERN KUZBASS COAL COMPANY OAO, an open joint stock company (Southern Kuzbass OAO), (company
name in Russian:











 “







 “



”) (the “Borrower”), as represented by Alexey I. Lyapin, Deputy Managing Director for Economics and Finance, acting under a Power of Attorney w/o number dated November 01, 2013, on the other
hand;  
 the Lender and the Borrower being hereinafter collectively referred to as the “Parties”; 

have entered into this amending agreement No.5 (the “Amending Agreement”) to the Non-Revolving Loan Facility Agreement No. 8508
dated October 9, 2012 (the “Loan Agreement”) and agreed upon the following: 
  

	 	1.	The Borrower represents and warrants that as of the date of execution of this Agreement it is not aware of any corporate or other similar agreements signed between its shareholders or between its shareholders and third
parties that would restrict its rights as a Lender’s contractor or would otherwise influence its ability to sign a Loan Agreement or fulfill its obligations under the Loan Agreement and other agreements signed between it and the Lender.


  

	 	2.	Add Sub-clauses (d), (e), (f) and (g) into Clause 9 “SECURITY” of the Loan Agreement as follows: 


“(d) Pledge ordinary shares of Mechel Mining OAO, an open joint stock company (Mechel Mining OAO, located at 1 Krasnoarmeyskaya Moscow
125993, Russia, registered under number (OGRN) 1085406013846, Taxpayer Number (INN) 5406437129), (company name in Russian: OAO



, address in Russian: 125993,



,



,



,



.. 1), 

  
 1 

 

			
	Lender		Borrower
	<Signature>		<Signature>

 Amending Agreement No.5 dated October “31”, 2014 to
Non-Revolving Loan Facility Agreement No. 8508 dated October 9, 2012 








 
hereinafter referred to as the “Issuer”, owned by Mechel OAO as its property, its nominal value equal to 7.37 (Seven 37/100 rubles) per one ordinary share in the quantity making not
less than 25 (Twenty-five) percent plus 1 (One) ordinary share of the total number of the listed ordinary shares of Mechel Mining OAO as of the date of the securities pledge agreement. 

Further on in case of additionally issued and listed ordinary shares of Mechel Mining OAO the Borrower undertakes within 10 (Ten) business days
from the date the respective report on shares issuance has been registered with the authorized state bodies to ensure for the Lender to be provided with such quantity of ordinary shares of Mechel Mining OAO that the ordinary shares pledged with the
Lender would make 25 (Twenty-five) percent plus 1 (One) ordinary share of the total number of the listed ordinary shares of Mechel Mining OAO after such additional listing. 

(e) Pledge movable estate owned by Lender as its property. 

The net book value of the pledge asset as of June 30, 2014 is 360,695, 662.50 (Three hundred sixty million six hundred ninety-five
thousand six hundred and sixty-two 50/100) rubles. 
 The value of the pledge asset shall be defined based on its net book value as of
June 30, 2014 with the application of the pledge discount equal to 40 (Forty) percent. 
 (f) Mecheltrans OOO, a limited liability
company (Mecheltrans OOO, located at corpus 4 house 9, Ostrovityanova str., Moscow 117437, Russia, registered under number (OGRN) 1027739053374, Taxpayer Number (INN) 7728246919), (company name in Russian: OOO



 address in Russian: 117437,







,



,







.. 9



.. 4), guarantees for the full amount of the Borrower’s obligations hereunder. 
 (g) Bratsk Ferroalloy
Plant OOO, a limited liability company (Bratsk Ferroalloy Plant OOO, located at P 01 11 01 00, Bratsk 665716, Irkutsk region, Russia, registered under number (OGRN) 10338008455760, Taxpayer Number (INN) 380450001), (company name in
Russian: OOO











, address in Russian:



,







, 665716,



,



), guarantees for the full amount of the Borrower’s obligations hereunder. 
  

	 	3.	Restate Clause 10.2 of the Loan Agreement as below: 

 “10.2. If the Borrower fails to repay
the loan principal as it comes due, the Borrower shall pay to the Lender a penalty at the annual interest rate determined under Clause 4.1 hereof and applicable as of the date when such payment amount becomes overdue, multiplied by two (2). 

If the Borrower fails to pay the interest or Fees as they come due, the Borrower shall pay under the Lender’s request to the Lender a
penalty: 
  

	 	•	 	at the annual interest rate determined under Clause 4.1 hereof and applicable as of the date when such payment amount becomes overdue, multiplied by two (2) during the period from the Date of the Loan Agreement signing
up to October 01, 2014 (inclusively); 


  
 2 

 

			
	Lender		Borrower
	<Signature>		<Signature>

 Amending Agreement No.5 dated October “31”, 2014 to
Non-Revolving Loan Facility Agreement No. 8508 dated October 9, 2012 









	 	•	 	at the annual interest rate determined under Clause 4.1 hereof and applicable as of the date when such payment amount becomes overdue during the period from October 01, 2014 (not inclusively) up to the date when
such overdue payment is made in full (inclusively). 

 Such penalty shall incur as annual interest on the overdue payment
amount for each day of delay in payment, for the entire period starting from, but excluding, the date when such amount first becomes overdue and up to and including the date when such overdue payment is made in full. 

As used herein, the date when an amount payable hereunder becomes overdue means the Payment Date on which the Borrower defaults on its
respective payment obligation”. 
  

	 	4.	The Parties have agreed that in accordance with Clause 2 of Article 425 of the civil Code of the Russian Federation the terms of the Loan Agreement mentioned in Clause 3 of this Amending Agreement shall apply to the
legal relations between the Parties to the Loan Agreement starting from October 1, 2014. 

  

	 	5.	This Amending Agreement is made in two counterparts having equal legal force, one for the Lender and one for the Borrower. 

  

	 	6.	This Amending Agreement shall take effect as of the date of its execution by both Parties. 

  

	 	7.	Parties’ Location and Bank Details 

 LENDER: 

Location and mailing address: 19 Vavilov Str., Moscow 117997, Russia (



, 117997,



,



,



 19) 
 Taxpayer Number (INN): 7707083893 

Company Number (OGRN): 1027700132195 

Taxpayer Record Validity Code (KPP): 775001001 

Russian National Company and Business Classification Code (OKPO): 00032537 

For payments in RUR: 

Receiver: Sberbank of Russia JSC, account No.30301810000006000014; Correspondent Account No.30101810400000000225 with OPERU of the Moscow GTU
of the Bank of Russia; BIC 044525225 
 For payments in USD: 

Account with Institution: IRVTUS3N, Bank of New York Mellon, New York, NY 

Beneficiary Institution: SABRRUMM, SBERBANK, MOSCOW. 

Sender to Receiver Information:/BNF/ 30301840300006000014 

For payments in EUR: 

Account with Institution: DEUTDEFF, Deutsche Bank AG, Frankfurt am Main. 

Beneficiary Institution: SABRRUMM, SBERBANK, MOSCOW. 

No.30301978400001000014 with Sberbank, Moscow, SWIFT SABRRUMM 

Sender to Receiver Information:/BNF/ 30301978900006000014 

Tel: (495) 747-37-98; Fax: (495) 957-55-68 

  
 3 

 

			
	Lender		Borrower
	<Signature>		<Signature>

 Amending Agreement No.5 dated October “31”, 2014 to
Non-Revolving Loan Facility Agreement No. 8508 dated October 9, 2012 








 BORROWER: 

Location and mailing address: 6 Yunosti Str., Mezhdurechensk, Kemerovo Region, 652877, Russia (



, 652877,



,



,



,



.. 6) 
 Taxpayer Number (INN): 4214000608 

Company Number (OGRN): 1024201388661 

Current Account No.40702810026070100405 with Kemerovo Branch No.8615 of Sberbank of Russia 

Tel: (384-75) 7-22-37, 7-23-96; Fax: (384-75) 7-22-41 

Email: mechel@mechel.com; prl@uk.mechel.com 

Parties’ Signatures 
  

			
	LENDER		BORROWER
		
	 Managing Director
 Deputy Director of
the Lending and Project Financing Group of the Financing Department
 Sberbank of Russia
		 Deputy Managing Director for Economics and Finance
  

Southern Kuzbass OAO

		
	 /s/ Fedor V. Sapronov
  

/seal/
		 /s/ Alexey I. Lyapin
  

/seal/



  
 4 

 

			
	Lender		Borrower
	<Signature>		<Signature>

 Amending Agreement No.5 dated October “31”, 2014 to
Non-Revolving Loan Facility Agreement No. 8508 dated October 9, 2012