Radius Recycling(RDUS) - 2025 Q3 - Quarterly Results

Sixth Amendment to Third Amended and Restated Credit Agreement This document details the Sixth Amendment to the Third Amended and Restated Credit Agreement, modifying terms for Radius Recycling and its lenders Introduction and Parties This section introduces the Sixth Amendment to the credit agreement, effective June 16, 2025, involving Radius Recycling, its Canadian subsidiary, and various lenders - The agreement, effective June 16, 2025, is the sixth amendment to the credit agreement originally dated April 6, 2016[1][3] - Key parties include Radius Recycling, Inc. and its Canadian subsidiary as Borrowers, with Bank of America, N.A. as the Administrative Agent[1] Amendments to Existing Credit Agreement This section details specific modifications to the existing credit agreement, including revised definitions, new terms, stricter reporting, and adjusted financial covenants Amended Definitions This subsection revises key definitions, updating aggregate commitment amounts and modifying EBITDA calculations to include or exclude specific non-recurring items Revised Aggregate Commitments | Commitment Type | Aggregate Principal Amount | | :--- | :--- | | Aggregate Commitments A-1 | $585,937,500 | | Aggregate Commitments A-2 | $39,062,500 | - The definition of EBITDA is amended to allow add-backs, including up to $50 million for Environmental Liabilities, $50 million for Productivity Improvement Expenses, and all direct expenses for the RDUS Merger Transaction after December 1, 2024[6] - Up to $75 million in gains from certain asset dispositions may be included in EBITDA during the remaining term[6] New Definitions This subsection introduces new definitions for the "RDUS Merger Transaction," formalizing the acquisition by Toyota Tsusho America, Inc., and the "Sixth Amendment Effective Date" - The "RDUS Merger Transaction" is defined as the acquisition of the US Borrower by Toyota Tsusho America, Inc., per the merger agreement dated March 13, 2025[9] - The "Sixth Amendment Effective Date" is established as June 16, 2025[10] New Reporting and Cooperation Requirements This subsection introduces stricter reporting, requiring monthly financial statements, weekly cash flow forecasts, long-term projections, and cooperation with a financial advisor - Commencing September 30, 2025, the US Borrower must provide monthly condensed consolidated financial statements within 30-40 days of month-end[10] - Starting December 31, 2025, a rolling 13-week cash flow forecast with variance analysis is required monthly[11] - A new requirement mandates cooperation with a financial advisor engaged by the Administrative Agent, with costs reimbursed by the US Borrower starting October 1, 2025[12] Amended Financial Covenants This subsection modifies key financial covenants, setting the Consolidated Asset Coverage Ratio and adjusting the Consolidated Interest Coverage Ratio for specific fiscal quarters Updated Financial Covenant Ratios | Covenant | Requirement | As of Fiscal Quarter Ending | | :--- | :--- | :--- | | Consolidated Asset Coverage Ratio | Must be ≥ 1.00 to 1.00 | Any fiscal quarter | | Consolidated Interest Coverage Ratio | Must be ≥ 2.00 to 1.00 | May 31, 2024 | | Consolidated Interest Coverage Ratio | Must be ≥ 1.25 to 1.00 | Feb 28, 2025 & Feb 28, 2026 | Conditions Precedent This section outlines conditions for the Sixth Amendment's effectiveness, including executed documents, loan prepayments, fee payments, and satisfactory lender due diligence - The amendment requires receipt of executed counterparts from each Loan Party, the Required Lenders, and the Administrative Agent[17] - Commitments are permanently reduced, requiring the US Borrower to make prepayments to align with new Aggregate Commitments A-1 of $585.9 million and A-2 of $39.1 million[18] - Effectiveness is contingent on payment of all required fees, reimbursement of Administrative Agent's expenses, and satisfactory completion of lender due diligence, including KYC and Patriot Act compliance[19][20] Miscellaneous Provisions This section covers legal clauses, affirming the original Loan Documents, ratifying obligations, providing representations and warranties, and releasing claims against the Lender Group - The Loan Parties ratify and confirm that all Loan Documents and Collateral Documents remain in full force and effect[24][25] - Each Loan Party represents and warrants its authority to enter the amendment and confirms no Default has occurred or is continuing after its effect[27] - The amendment and any related disputes are governed by the laws of the State of New York[33] - The Loan Parties provide a general release of all claims against the Lender Group up to the amendment date, explicitly waiving rights under Section 1542 of the California Civil Code[35][36] Signatories and Schedules This final section contains signature pages formally executing the amendment by Borrowers, Guarantors, the Administrative Agent, and all Lenders, also amending Schedule 2.01 - The amendment is executed by the Borrowers, Guarantor subsidiaries, the Administrative Agent, and all US and Canadian lenders party to the agreement[38][50][51][65] - Schedule 2.01, listing lender commitments, is formally amended and restated as part of this agreement[17][66]