EX-10.3 2 tm2319617d4_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

US$205,000,000 Term Loan Facility

US$25,000,000 Revolving Loan Facility

FIRST AMENDMENT AGREEMENT dated 9 June 2023

for

METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD

arranged by
CITIBANK N.A., SYDNEY BRANCH and BANK OF MONTREAL
acting as Mandated Lead Arrangers and Bookrunners

with
CITISECURITIES LIMITED

acting as Agent

Execution Version

page 1

CONTENTS
Clause | Page

1. | Definitions and Interpretation | 2

2. | Amendment and Restatement | 2

3. | Remaining Provisions unaffected | 3

4. | Affirmation | 3

5. | Finance Document | 3

6. | Counterparts | 3

7. | Governing Law and Enforcement | 3

Schedule 1 The Original Parties | 4
Part I The Original Obligors | 4
Part II The Original Lenders | 5
Part III The Initial Account Banks | 6
Schedule 2 Amended and Restated Facility Agreement | 7

page i

THIS FIRST AMENDMENT AGREEMENT is dated ________________ 2023 and made between:

(1) | METALS ACQUISITION CORP, an exempted company incorporated in the Cayman Islands, company number 372802, of Suite 400, 425 Houston Street, Fort Worth, Texas 76102, United States of America and METALS ACQUISITION LIMITED a company incorporated in Jersey with registration number 144625, of 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey (each the "Company");

(2) | THE ENTITY listed in Part I of Schedule 1 as borrower ("Borrower");

(3) | THE ENTITIES listed in Part I of Schedule 1 as original guarantors (together with the Company the "Original Guarantors");

(4) | CITIBANK N.A., SYDNEY BRANCH (ABN 34 072 814 058) and BANK OF MONTREAL as mandated lead arrangers and bookrunners (whether acting individually or together the "Arranger");

(5) | THE ENTITIES listed in Part III of Schedule 1 as initial account banks (the "Initial Account Banks");

(6) | THE ENTITIES listed in Part II of Schedule 1 as lenders ("Original Lenders"); and

(7) | CITISECURITIES LIMITED (ABN 51 008 489 610) (the "Agent").

IT IS AGREED as follows:

A | The parties to this Deed (each a Party) are parties to a Facility Agreement dated 28 February 2023 (the Facility Agreement).
B | The Parties wish to amend and restate the Facility Agreement in the manner set out in this Deed.

It is agreed as follows.

1. | Definitions and Interpretation

1.1 | Definitions

Definitions in the Facility Agreement (as amended and restated under this Deed) apply in this Deed unless the context requires otherwise or the relevant term is defined in this Deed.

Amendment Date means the date of this Deed.

1.2 | Interpretation

Clause 1.2 (Construction) of the Facility Agreement applies in this Deed as if set out in full in this Deed and as if references in that clause to "this agreement" were to this Deed.

2. | Amendment and Restatement

The Parties agree that, with effect on and from the Amendment Date, the Facility Agreement is amended and restated as set out in Schedule 2 to this Deed.

page 2

3. | Remaining Provisions unaffected

Except as specifically amended by this Deed:

| (a) | The provisions of the Facility Agreement remain in full force and effect;

| (b) | The amendment of the Facility Agreement does not affect the enforceability or validity of the Finance Documents; and

| (c) | nothing in this Deed:

| (i) | prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Finance Documents before the Amendment Date; or

| (ii) | discharges, releases or otherwise affects any liability or obligation arising under any Finance Document before the Amendment Date.

| (d) | Each Party remains entitled to and bound by their respective rights and obligations under the Finance Documents.

4. | Affirmation

On the Amendment Date, each Obligor makes each Repeating Representation with reference to the facts and circumstances subsisting on the Amendment Date.

5. | Finance Document

This Deed is a Finance Document.

6. | Counterparts

This Deed may be executed in any number of counterparts, each executed by one or more parties. A party may do this by executing and electronically transmitting a copy to one or more others or their representative. All counterparts together will be taken to constitute one instrument.

7. | Governing Law and Enforcement

Clauses 50 (Governing Law) and 51 (Enforcement) of the Facility Agreement are incorporated in this Deed as if set out in full in this Deed and as if references in those clauses to "this agreement" were to this Deed.

page 3

Schedule 1

The Original Parties

Part I

The Original Obligors

Name of Borrower |  | ABN/ACN/ARBN |  | Address for Service of Notice
Metals Acquisition Corp. (Australia) Pty Ltd |  | ACN 657 799 758 |  | c/o Squire Patton Boggs Attention: Chris Rosario Level 21.300 Murray St, Perth WA 6000 Email: chris.rosario@squirepb.com
Name of Original Guarantor |  | ABN/ACN/ARBN/Registration number |  | Address for Service of Notice
Metals Acquisition Corp (an exempted company incorporated in the Cayman Islands) |  | 372802 (Cayman Islands) |  | Suite 400, 425 Houston St, Ft Worth, Texas, 76102 Attn: Mick McMullen Email: mick.mcmullen@metalsacqcorp.com
Metals Acquisition Limited, (a company incorporated in Jersey) |  | 144625 (Jersey) |  | 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey Attn: Mick McMullen Email: mick.mcmullen@metalsacqcorp.com

page 4

Part II

The Original Lenders

Name of Original Lender | Facility A Commitment (US$) | Facility B Commitment (US$) | Address for Service of Notice
Citibank, N.A., Sydney Branch (ABN 34 072 814 058) | 53,500,000 | 6,500,000 | Level 23, 2 Park Street, Sydney, NSW, 2000
BMO Harris Bank N.A. | 53,500,000 | 6,500,000 | 100 King Street West, 5th Floor, Toronto, ON, M5X 1H3
National Bank of Canada | 49,000,000 | 6,000,000 | 130 King Street West, Suite 3200, Toronto, Ontario, Canada, M5X 1J9
The Bank of Nova Scotia, Australia Branch (ABN: 34 133 513 827) | 49,000,000 | 6,000,000 | Suite 2, Level 44, 1 Farrer Place, Governor Phillip Tower, Sydney NSW 2000 Australia
Total | 205,000,000 | 25,000,000 |

page 5

Part III

The Initial Account Banks

Name | Address for Service of Notice
Citibank, N.A., Sydney Branch (ABN 34 072 814 058) | Address: | Level 24, 2 Park Street Sydney NSW 2000 Australia
| Email: | maria.mills@citi.com; steve.phan@citi.com; riona.mar@citi.com
| Telephone: | +612 8225 2640 / 2066 /1838
| Attention: Steve Phan / Maria Mills / Riona Mar

| Address for Service of Notice
Citibank, N.A., Jersey Branch | Address: | 38 Esplanade, St Helier, Jersey JE4 8QB
| Email: | at.instructions@citi.com; issuerservices.specialisedagancy@citi.com
| Telephone: | + 353 1 622 4807 / +353 1 622 2499
| Attention: Specialised Agency Team

page 6

Schedule 2 Amended and Restated Facility Agreement

page 7

Each attorney executing this Deed states that he or she has no notice of the revocation or suspension of his or her power of attorney.

Executed and delivered as a Deed

The Agent

SIGNED, SEALED AND DELIVERED by |
by CITISECURITIES LIMITED as Senior Agent by its duly authorised signatories | /s/ Alok Jhingan
| Signature
| Alok Jhingan
| Name

/s/ Rod Hill |  |
Signature |  |
Rod Hill |  | /s/ Enoch Pun
Name |  | Witness Signature
|  | Enoch Pun
|  | Witness Name

/s/ Enoch Pun |
Witness Signature |
Enoch Pun |
Witness Name |

page 8

The Arrangers

SIGNED, SEALED AND DELIVERED by | ) | /s/ Jeremy Beadow
| ) | Director
as authorised signatory for Bank of Montreal | ) |
in the presence of: | ) |
| ) |
Signature of witness | ) |
| ) | /s/ Grace Chan
Name of witness (block letters) | ) | Vice President Corporate Banking
| ) |
| ) |

page 9

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Rod Hill |  | /s/ Brian Nash
Signature of Authorised Signatory |  | Signature of Authorised Signatory
Rod Hill |  | Brian Nash
Name of Authorised Signatory |  | Name of Authorised Signatory
/s/ Enoch Pun |  | /s/ Enoch Pun
Witness Signature |  | Witness Signature
Enoch Pun |  | Enoch Pun
Witness Name |  | Witness Name

page 10

The Initial Account Banks

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Rod Hill |  | /s/ Brian Nash
Signature of Authorised Signatory |  | Signature of Authorised Signatory
Rod Hill |  | Brian Nash
Name of Authorised Signatory |  | Name of Authorised Signatory
/s/ Enoch Pun |  | /s/ Enoch Pun
Witness Signature |  | Witness Signature
Enoch Pun |  | Enoch Pun
Witness Name |  | Witness Name

page 11

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., JERSEY BRANCH
by its delegated signatory:

/s/ Annie Donegan |  | /s/ Peter Lemoucheux
Witness Signature |  | Signature of delegated signatory
Annie Donegan, Vice president |  | Peter Lemoucheux, Senior Vice President
Witness Name |  | Name of delegated signatory

page 12

Original Lenders

SIGNED, SEALED AND DELIVERED by | ) |
| ) | /s/ Grace Chan
| ) | Grace Chan, Vice President Corporate Banking
as authorised signatory for BMO HARRIS BANK N.A. | ) |
in the presence of: | ) |
| ) |
Signature of witness | ) |
|  | /s/ Jeremy Beadow
| ) |
|  | Jeremy Beadow, Director
Name of witness (block letters) | ) |
| ) |

page 13

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Rod Hill |  | /s/ Brian Nash
Signature of Authorised Signatory |  | Signature of Authorised Signatory
Rod Hill |  | Brian Nash
Name of Authorised Signatory |  | Name of Authorised Signatory
/s/ Enoch Pun |  | /s/ Enoch Pun
Witness Signature |  | Witness Signature
Enoch Pun |  | Enoch Pun
Witness Name |  | Witness Name

page 14

SIGNED, SEALED AND DELIVERED for
and on behalf of
The Bank of Nova Scotia, Australia Branch

/s/ Sophie Watt |  | /s/ Jay Hipolito
Witness Signature |  | Attorney / Authorised Signatory
Sophie Watt |  | Jay Hipolito
Witness Name |  | Name

page 15

SIGNED, SEALED AND DELIVERED for and on
behalf of National Bank of Canada by its authorised
signatories:

/s/ Allan Fordyce |  | /s/ David Torrey
Authorised Signatory |  | Authorised Signatory
Allan Fordyce |  | David Torrey
Name |  | Name
/s/ Lauren Reid |  | /s/ Lauren Reid
Witness Signature |  | Witness Signature
Lauren Reid |  | Lauren Reid
Witness Name |  | Witness Name

page 16

The Borrower

SIGNED, SEALED AND DELIVERED | ) |
by Metals Acquisition Corp. | ) |
(Australia) Pty Ltd (ACN 657 799 758) | ) |
in accordance with section 127(1) of | ) |
the Corporations Act 2001 (Cth) by | ) |
authority of its directors: | ) |
| ) |
/s/ Michael James McMullen | ) | /s/ Marthinus J Crouse
| ) |
Signature of director | ) | Signature of director/company secretary*
| ) | *delete whichever is not applicable
Michael James McMullen | ) |
Name of director (block letters) | ) | Marthinus J Crouse
| ) | Name of director/company secretary*
| ) | (block letters)
| ) | *delete whichever is not applicable

page 17

The Original Guarantors/the Company

SIGNED, SEALED AND | ) |
DELIVERED by Metals | ) |
Acquisition Limited in the presence | ) | Seal
of: | ) |
| ) |
| ) |
/s/ Slobodan Vujcic | ) | /s/ Michael James McMullen
Signature of witness | ) | Signature of authorised signatory
| ) |
| ) |
Slobodan Vujcic | ) | Michael James McMullen
Name of witness (Block Letters) | ) | Name of authorised signatory (Block Letters)
SIGNED, SEALED AND | ) |
DELIVERED by Metals | ) |
Acquisition Corp in the presence of: | ) | Seal
| ) |
| ) |
/s/ Slobodan Vujcic | ) |
Signature of witness | ) | /s/ Michael James McMullen
| ) | Signature of authorised signatory
| ) |
Slobodan Vujcic | ) |
Name of witness (Block Letters) | ) | Michael James McMullen
| ) | Name of authorised signatory (Block Letters)

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