EX-4.6



 Exhibit 4.6 

English translation 
 AMENDING
AGREEMENT No. 2 
 to Non-Revolving Loan Facility Agreement No. 5593 dated October 9, 2012 

 

			
	The City of Moscow	 	August 9, 2013

 SBERBANK OF RUSSIA, an open joint stock company, organized and existing under the laws of the Russian Federation
(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. 881D dated August 10, 2012, on the one hand; and 

SOUTHERN KUZBASS COAL COMPANY OAO, an open joint stock company, organized and existing under the laws of the Russian Federation (company name in
Russian:







) (the “Borrower”), as represented by Stanislav A. Ploshchenko acting under a Power of Attorney dated February 27, 2013, certified by Olga S. Davydova, a notary public of the City of Moscow, and
registered by the said notary in the register under Number 1-198, on the other hand; 
 the Lender and the Borrower being hereinafter collectively referred
to as the “Parties” and, each individually, as a “Party”; 
 have entered into this amending agreement (the
“Amending Agreement”) to the Non-Revolving Loan Facility Agreement No. 5593 dated October 9, 2012 (the “Loan Agreement”) 

THE PARTIES HAVE AGREED AS FOLLOWS: 
 1. To
restate Clause 7.1.7 (k) of the Loan Agreement as follows: 
 “(k) Any of the following Mechel Mining Group financial indicators
is not complied with: 
 1) the Total Net Debt / EBITDA ratio at the level of no more than: 

 

	 	•	 	four point two (4.25) as of June 30, 2013; 

  

	 	•	 	three point five (3.5) as of December 31, 2013; 

  

	 	•	 	three (3.0) as of June 30, 2014 and of each accounting date thereafter. 

 If, on any
of the aforementioned accounting dates, the Mechel Mining Group’s Total Net Debt / EBITDA ratio is equal to or less than three (3), the Borrower shall procure that such ratio is thereafter maintained at a level of no more than three (3). 

  
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 With respect to the Mechel Mining Group, EBITDA means the economic indicator equal to earnings
before tax and results of discontinued business activities of the Mechel Mining Group, based on the Mechel Mining Group’s reviewed half-year consolidated financial statements and audited annual consolidated financial statements prepared in
accordance with U.S. GAAP for the last twelve (12) months preceding the last accounting date, less: 
 (a) any one-off or non-recurring
items; 
 (b) currency exchange differences; 

(c) any amounts related to minority interests; 

(d) results of revaluation of contingent liabilities of any Mechel Mining Group company; 

(e) results of retirement of long-term assets; 

+ interest incurred – interest received + amortization + depreciation of intangible or fixed assets. 

The Parties have agreed that EBITDA shall be adjusted by: 
  

	 	•	 	including the EBITDA of the acquired assets for twelve (12) months preceding the date of their acquisition; 

  

	 	•	 	including the EBITDA of the assigned assets for twelve (12) months preceding the date of their assignment. 


Where the EBITDA for any accounting period is adjusted for any acquired or assigned assets, the Borrower shall, for the purposes of
determination of EBITDA under the above paragraph, provide the Lender with reasonably detailed information on the calculation procedure and confirmation of the accuracy of such calculations from an official authorized to execute loan documents on
behalf of the Mechel Mining Group. 
 2) the Mechel Mining Group’s EBITDA / Net Interest Coverage ratio at a level of no less than:

  

	 	•	 	three point five percent (3.5%) as of June 30, 2013; 

  

	 	•	 	four percent (4.0%) as of December 31, 2013 and as of each accounting date thereafter. 


As used in this Clause, the Net Interest Coverage shall be calculated, based on the Mechel Mining Group’s consolidated financial
statements prepared under U.S. GAAP and provided by the Borrower to the Lender in accordance with Clause 8.2.7 hereof, as the difference between the interest paid and the interest received, on a cumulative basis over the last four accounting
quarters. 
 3) The Mechel Mining Group’s Share Capital, as calculated based on the Mechel Mining Group’s quarterly accounts, must
be no less than three billion U.S. dollars (US$3,000,000,000) as of each accounting date during the entire term of this Agreement. 
 As
used in this Clause, the “Mechel Mining Group’s Share Capital” shall have the following meaning: 
 “The Mechel Mining
Group’s Share Capital means the book value of the total capital of the Mechel Mining Group, as reflected in the Mechel Mining Group’s accounts, adjusted by adding: 

a) the amount of depreciation of tangible and intangible assets, including goodwill; 

b) the amount equal to the results from discontinued business activities, as reflected in the Mechel Mining Group’s accounts.” 

  
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 2. To replace the first paragraph and the first bullet of Clause 8.2.5 of the Loan Agreement with
the first paragraph and the first and second bullets as below: 
 “- Each quarter, no later than five (5) business days after the
end date of the calendar month next following the accounting period (a quarterly, six-month or nine-month period), interim accounts (financial statements) including the balance sheet and financial results statements certified by the Borrower manager
or another Borrower official authorized under a power of attorney to certify such documents and sealed with the Borrower’s corporate seal; 

- After the end of the accounting year, no later than five (5) business days after the last due date of the Russian statutory reporting
period for filing annual accounts (financial statements) with the tax authorities, annual accounts (financial statements) including such reports and in such form as required by Russian law, indicating the manner in which they have been delivered to
the competent agency of the Russian Federal Tax Service, certified by the Borrower manager or another Borrower official authorized under a power of attorney to certify such documents and sealed with the Borrower’s corporate seal, and the
auditor’s report (or the auditor report’s summary) (where Russian law requires such accounts (financial statements) to be audited);” 

3. Add to Clause 8.2.10 of the Loan Agreement the following provisions: 

“The Parties have agreed that the restrictions set out in this Clause shall not apply to: 

 

	 	•	 	transactions which would not result in the total debt owing from the Mechel Group (excluding the Mechel Mining Group) to the Mechel Mining Group by (but excluding) December 31, 2013 exceeding one billion four
hundred million U.S. dollars (US$1,400,000,000), and, starting from December 31, 2013 (inclusively), four hundred million U.S. dollars (US$400,000,000). All such debt has to be repaid in full by December 31, 2014; 


 

	 	•	 	transactions which would not result in the total debt owing from the Estar Group and/or the Mechel Group (excluding the Mechel Mining Group) (where such borrowings were made with a view to extend a loan to an Estar
Group company) to the Mechel Mining Group exceeding three hundred twenty-five million U.S. dollars (US$325,000,000). 

 When
calculating the total outstanding debt under third-party loans attributable to entities other than Mechel Mining Group companies and sureties and/or guarantees and/or mortgages provided as security for obligations of such third parties, the amount
outstanding under any of the above shall not be taken into account if, as of the date when the loan and/or surety and/or guarantee and/or mortgage were provided, Mechel Group companies held, directly or indirectly, no less than fifty percent
(50%) plus one (1) share of the total number of voting shares (or a more than fifty percent (50%) interest) in such entity, notwithstanding any subsequent reduction of the shareholding (shares/interest). 

As used in this Clause, the “Estar Group” means the following companies: 

(i) (a) VZTMD OOO (company name in Russian:







), a limited liability company organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1053477445053, located at 15 Krasnopolyanskaya Str., Volgograd 400075, Russia (address
in Russian: 400075,



); 
 (b) CJSC Volga-FEST (company name in Russian:



 

  
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), a closed joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1023405560650, located at 128a Stroiteley Str., Frolovo, Volgograd Region, Russia
(address in Russian:







); 
 (c) JSC GMZ (company name in Russian:







), an open joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1024200661264, located at 1 Yury Gagarin Str., Guryevsk, Kemerovo, Russia (address in
Russian:



); 
 (d) OJSC NYTVA (company name in Russian:







), an open joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1020201623716, located at 71 Karl Marx Str., Nytva, Perm Region, 617000, Russia
(address in Russian: 617000,







); 
 (e) REMZ LTD (company name in Russian:







), a limited liability company organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1046155009174, located at 54 Chaplygin Str., Shakhty, Rostov Region, 346519, Russia
(address in Russian: 346519,







); 
 (f) CJSC ETZ (company name in Russian:







), a close joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1026401996334, located at 10 Promyshlennaya Str., Engels, Saratov Region, Russia
(address in Russian:



); 
 (g) CJSC Metallurgical Resource (company name in Russian:







), a close joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1067404015139, located at 1 Kirovskaya Str., Zlatoust, Chelyabinsk Region, Russia
(address in Russian:



); 
 (h) JSC ZMP (company name in Russian:







), an open joint stock company, organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1037400582493, located at 1 Kirovskaya Str., Zlatoust, Chelyabinsk Region, Russia
(address in Russian:



); 
 (ii) Comnot Corporation Limited, registered under number HE 235423, located at Plateia Eleftherias,
Flat/Office 4, Nicosia, P.C. 1060, Cyprus); 
 (iii) Metallurg Trust OOO (company name in Russian:







), a limited liability company organized and existing under the laws of the Russian Federation, having Company Number (OGRN) 1094214001067, located at 5 Kursovoy Pereulok, Moscow 119034, Russia (address in
Russian: 119034,



). 
 iv) Cyberlink Limited, a limited liability company organized and existing under the laws of Cyprus,
registered under number HE 26479, 
 and any subsidiary or affiliate or a holding company which acts as the nominee holder of shares or
interests in any of the entities mentioned in i) - iv) above.” 

  
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 4. To restate Clause 8.2.12 as below: 

“8.2.12. Until such time when all obligations owing from the Borrower to the Lender hereunder are discharged and performed in full, the
Borrower shall prevent Mechel Mining from entering, other than on prior written consent of the Lender, into any transaction or a series of transactions involving acquisition of assets for the amount of five million U.S. dollars (US$5,000,000) per
one transaction or in aggregate during each calendar year if, as of the date when such transaction(s) is/are concluded, Mechel Mining’s Total Net Debt / EBITDA ratio (as defined in Clause 7.1.5 (k) hereof) exceeds the figure of three point
five (3.5).” 
 5. To restate Clause 8.2.17 as below: 

“8.2.17. In the event of any assignment of shares in Mechel Mining and/or shares/interests in Mechel Mining’s subsidiaries (save for
assignment of shares/interests to persons being, at the time when the assignment decision is taken, shareholders/participants of Mechel Mining and/or Mechel Mining’s subsidiaries), the Borrower shall cause all Mechel’s subsidiaries
(excluding Mechel Mining’s subsidiaries) to repay to the Lender, in priority to all other creditors, the amounts owing thereto to the extent of thirty percent (30%) of the proceeds of such sale of shares in Mechel Mining and/or sale of
shares/interests in Mechel Mining’s subsidiaries no later than ten (10) business days after the date of sale. 
 In the event of a
sale of shares in Mechel Mining and/or Yakutugol, such amount shall be no less than two hundred twenty-five million U.S, dollars (US$225,000,000).” 

6. All the other terms and conditions of the Loan Agreement which have not been amended hereby shall continue and remain in full force and
effect. 
 7. This Amending Agreement is made in two counterparts having equal legal force, one for the Lender and one for the Borrower.

 8. This Amending Agreement shall take effect as of the date it is executed by both Parties. 

PARTIES’ LOCATION AND BANK DETAILS 

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







) 
 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: Account No. 30301810500001000014; Correspondent Account No. 30101810400000000225 with OPERU of the Moscow GTU of the Bank
of Russia; BIC 044525225 
 For payments in USD: 

Account No. 30301840800001000014 with Sberbank, Moscow, SWIFT SABRRUMM 

(HEAD OFFICE – ALL OFFICES in RUSSIA) 

BANK OF NEW YORK MELLON NEW YORK, NY, SWIFT IRVT US 3N 

  
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 For payments in EUR: 

Account No. 30301978400001000014 with Sberbank, Moscow, SWIFT SABRRUMM 

(HEAD OFFICE – ALL OFFICES in RUSSIA) 

DEUTSCHE BANK AG FRANKFURT AM MAIN, SWIFT DEUTDEFF 

Tel: (495) 747-3381; 957-5563; Fax: (495) 957-5561 

BORROWER: 
 Location: 6
Yunosti Str., Mezhdurechensk, Kemerovo Region, 652877, Russia (







) 
 Mailing address: 6 Yunosti Str., Mezhdurechensk, Kemerovo Region, 652877, Russia



) 
 Taxpayer Number (INN): 4214000608 

Company Number (OGRN): 1024201388661 

Ruble Account No. 40702810026070100405 with Mezhdurechensky Branch No.7763 of the Siberia Bank of the Sberbank of Russia 

Tel: (384) 757-4370; Fax: (384) 757-4397 

Email: mechel@mechel.com 

PARTIES’ SIGNATURES 
  

									
	 LENDER
	 		 	BORROWER
			
	 Managing Director
 Director of the
Lending and Project Financing Group of the Corporate Financing Department
 Sberbank of Russia
	 		 	Under Power of Attorney
					
	/s/	  	Fedor V. Sapronov	 		 	/s/	 	Stanislav A. Ploshchenko
					
	/seal/:	  		 		 	/seal/:	 	


  
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