NOTICE OF ADDITIONAL GUARANTORS
U.S.$500,000,000 10.25 per cent.
Guaranteed Notes due 2015
guaranteed on a joint and several basis by the Guarantors named in the Trust Deed dated
20 May 2010 between BNY Mellon Corporate Trustee Services Limited (formerly known as BNY Corporate Trustee Services Limited) (the "Trustee"), the Issuer (as defined below) and others (the "Trust Deed")
Metinvest B.V. (the "Issuer")
(incorporated in The Netherlands)
(ISIN Regulation S Note: XS0511379066)
(ISIN Rule 144A Note: US591555AA54)
(CUSIP Rule 144A Note: 591555AA5)
(Common Code Regulation S Note: 051137906)
(Common Code Rule 144A Note: 051137922)
NOTICE IS HEREBY GIVEN by the Issuer that, following repayment on 17 July 2012 of the U.S.$1,500,000,000 pre-export revolving and term loan facility under the facility agreement between Metinvest B.V., MetalUkr Holding Limited, PJSC Azovstal Iron and Steel Works (formerly known as Open Joint Stock Company Azovstal Iron & Steel Works) (thereafter called "Azovstal"), PJSC Yenakiieve Iron and Steel Works (formerly known as Open Joint Stock Company Enakievo Metallurgical Works) (referred to in the Terms and Conditions of the Notes "Yenakiieve Iron and Steel Works") and BNP Paribas (Suisse) SA, and in accordance with Condition 3.15 of Terms and Conditions of the Notes:
· each of Azovstal and Yenakiieve Iron and Steel Works shall execute on or before 15 September 2012 a deed of accession to the surety agreement dated 20 May 2010 originally made between the Issuer, PJSC Avdiivka Coke Plant (formerly known as Open Joint Stock Company Avdeevskiy Coke-Processing Works), PJSC Ingulets Iron Ore Enrichment Works (formerly known as Open Joint Stock Company Ingulets'kyi Ore Mining and Processing Enterprise), PJSC Khartsyzsk Pipe Plant (formerly known as Open Joint Stock Company Khartsyzsk Tube Works) and the Trustee and to which PJSC Northern Iron Ore Enrichment Works (formerly known as Joint Stock Company Severniy GOK) and PJSC Central Iron Ore Enrichment Works (formerly known as Joint Stock Company Central Mining-Dressing Integrated Works) acceded as guarantors on 10 March 2011 (the "Surety Agreement"); and
· JV Metalen LLC (also known as Ukraine-Switzerland Joint Venture Limited Liability Company Metalen) (thereafter called "Metalen") shall execute on or before 15 September 2012 supplemental surety agreement supplementing the Surety Agreement.
Upon executing such deed of accession and supplemental surety agreement, Azovstal, Yenakiieve Iron and Steel Works and Metalen will unconditionally and irrevocably guarantee, on joint and several basis with the other Guarantors, to the maximum extent permitted by law, payment of all moneys payable under the Trust Deed and will become vested with all duties and obligations of a Guarantor as if originally named as Guarantor in the Surety Agreement and to the maximum extent permitted by law, waive and not in any manner whatsoever claim or take the benefit or advantage of any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or another Subsidiary of the Issuer as a result of any payment by such Subsidiary under its Guarantee.
Capitalised terms not defined in this Notice should have meanings given to them in the Trust Deed.
For queries relating to the above, please contact Sergiy Novikov, Sergiy Dynchev or Andriy Bondarenko on fax no.: +38 062 388 16 14/ email: email@example.com, firstname.lastname@example.org or