**EXHIBIT 4.10**

FR:1792512.3

**[Non-bindingTranslation from German]**

----

**TheContracting Parties**

----

 

**GRACEGmbH & Co. KG******In der Hollerhecke 1

67547 Worms

as seller of receivables(hereinafter referred to as the ***Premium Client***)

client number: 2006/207

and

**CofaceFinanz GmbH******Isaac-Fulda-Allee 5

55124 Mainz

as purchaser ofreceivables (hereinafter referred to as ***CF***)

----

 

** **

**SpecialProvisions:**

The subject-matter of this Contract is the revolvingpurchase of trade receivables owed to Grace GmbH & Co. KG in Worms by thedebtors (Customers) specified in Schedule 1 a).

The list of Customers may be expanded or restricted ifso requested by the ***PremiumClient***at any time.  Atthe beginning of the contractual relationship, the ***Premium Client***and ***CF*** therefore determinedthe ***Premium Client***’scustomers from among which the ***Premium Client*** may select the Customers.  These customers are listed in Schedule 1b).  The ***PremiumClient*** will apply for changes regarding the Customers byproviding the new list of Customers to ***CF***; such changes will be subject to a limitstipulated by ***CF***.  The ***Premium Client***will offer to ***CF*** all outstandingreceivables due from the designated Customers.

***P****remium **L**arge **A**ccounts **F**inancing: Contract                                                                                           Page 1 of 25*

----

 
| **Page 2 of the Contract (Term  Sheet)** |
|------------------------------------------|
| **I.**                                   | ** ** | **Basic information** |   |   |
| ** **                               | ** ** | ** ** |   |   |
|                                     |   | a)   Maximum aggregate amount The maximum  aggregate amount of the receivables to be purchased, less that part of the  purchase price which is to be retained, is | ** ** | **50 million EUROS****(EUR 50,000,000.00)**The average exposure should be at least EUR 25,000,000.00. |
|                                     |   |   | ** ** | ** ** |
|                                     |   | b)   Selected debtors |   | As set out in **Schedule 1** |
|                                     |   |   |   |   |
|                                     |   | c)   Delcredere insurance (Clause 10) |   | not applicable |
|                                     |   |   |   |   |
|                                     |   | d)   Debtors’ registered offices (countries) |   | not applicable |
|                                     |   |   |   |   |
|                                     |   | e)   Approved credit insurer |   | not applicable |
|                                     |   |   |   |   |
|                                     |   | f)   Contract number(s) of the approved credit  insurer |   | not applicable |
|                                     |   |   |   |   |
|                                     |   | g)   Maximum credit period  (Clause 3.2 b) |   | 90-180 days |
|                                     |   |   |   |   |
|                                     |   | h)   Purchase of existing receivables  (Clause 3.7) |   | Yes |
|                                     |   |   |   |   |
|                                     |   | i)   Maximum credit period for purchase of  existing receivables (Clause 3.7) |   | 30 days |
|                                     |   |   |   |   |
|                                     |   | j)   Reminder procedure (Clause 14.1) |   | In accordance with the established reminder practice  of the***Premium Client*** |
|                                     |   | k)   Balance settlement procedure (description  of procedure for PLAF clients) | ** ** | **Yes** |
|                                     |   |   | ** ** | ** ** |
|                                     |   | l)   Aggregated first loss |   | not applicable |
|                                     |   |   |   |   |
|                                     |   | m)   Commencement and end of the Contract  (Clause 27.1) |   | The Contract will commence on 1 Jan. 2007 and  will end no earlier than on 31 Dec. 2009. |
|                                     |   | n)   Purchase price retention (Clause 6) |   | 10% |
|                                     |   |   |   |   |
| **II.**                                  | ** ** | **Up-front fees (one-off payment)** |   |   |
| ** **                               | ** ** | ** ** |   |   |
|                                     |   | o)   Structuring / Due diligence |   | EUR 50,000.00 |
|                                     |   |   |   |   |
| **III.**                                 | ** ** | **Ongoing fees** |   |   |
| ** **                               | ** ** | ** ** |   |   |
|                                     |   | p)   For financing | ** ** | **All-in  margin: 3-month EURIBOR +0.97%** |
|                                     |   |   | ** ** | ** ** |
|                                     |   | q)   Special audits (Clauses 8.2, 24.3) |   | EUR 5,000.00  per special audit |
|                                     |   |   |   |   |
|                                     |   | r)   Minimum fee |   | EUR 175,000.00 per contractual year (calculated by  reference to the margin in accordance with No. III p) |

 

** **

** **

** **

** **

***P****remium **L**arge **A**ccounts**F**inancing: Contract                                                                                                       Page2 of 25*

----

**Page 3 of the Contract (CovenantAgreement)**

**I. Preamble**

Inview of the magnitude of the commitment, it has been agreed to define clearquality guidelines within which the commitment is to remain.  In addition, the economic development of the ***Premium Client*** is ofmaterial significance for the assessment of its creditworthiness by ***CF***.

ThisCovenant Agreement relates to the individual accounts of the ***Premium Client***preparedin accordance with the German Commercial Code (*Handelsgesetzbuch*;**HGB**).  For the avoidance of doubt, it is understoodthat this Covenant Agreement represents only part of the risk assessmentrelating to the ***PremiumClient*** and is therefore not conclusive.  The risk assessment in particular alsodepends on the performance of contractual obligations to suppliers, the debtors’structure, the structure of the receivables portfolio and the extent ofdelcredere cases.

**II.Covenants**

The ***Premium Client*** undertakes for the term of this Contractto comply with the following financial covenants, each as at the balance sheetdate of the individual accounts of the ***Premium Client***:

The liable equity of the ***Premium Client*** is at least 40% of thebalance sheet total.

The above key figure will be calculated by the ***Premium Client*** usingthe following calculation scheme:
|            | ** ** | **Equity**                                                               | ** ** | **Balance  sheet total**                               |
|------------|------------|--------------------------------------------------------------------------|------------|--------------------------------------------------------|
| ** ** | ** ** | ** **                                                               | ** ** | ** **                                             |
|       |       | Capital shares                                                           |       | Balance sheet  total according to individual accounts  |
|       |       |                                                                     |       |                                                   |
| —     |       | Outstanding  contributions                                               |       |                                                   |
|       |       |                                                                     |       |                                                   |
| —     |       | Goodwill                                                                 |       | Goodwill                                               |
|       |       |                                                                     |       |                                                   |
| +/—   |       | Liabilities/receivables  due to/from Grace Holding GmbH                  |       | Receivables due  from Grace Holding GmbH or partner(s) |
|       |       |                                                                     |       |                                                   |
| +          |       | Liabilities due  to affiliated companies   (remaining term > 5 years) |       |                                                   |
|       |       |                                                                     |       |                                                   |
| +          |       | Capital reserves                                                         |       |                                                   |

 

 

 

 

 

 

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page3 of 25*

 

----

 
| +/-      |       | Liabilities/receivables  due to/from partner(s) |       |   |       |                     |
|----------|------------|-------------------------------------------------|------------|--------|------------|--------------------------|
|     |       |                                            |       |   |       |                     |
| +/— |       | Net profit/loss  for the year                   |       |   |       |                     |
|     |       |                                            |       |   |       |                     |
| +/— |       | Cumulative  profit/loss                         |       |   |       |                     |
|     |       |                                            |       |   |       |                     |
| =        | ** ** | **Liable  equity**                              | ** ** | **=**  | ** ** | **Balance  sheet total** |

 

Calculation of the equityratio:

**Equity * 100Balance sheet total**

The calculation is to be based on the ***Premium Client***’saudited individual annual accounts for the relevant financial year, using thesame accounting and valuation methods as in the previous years.

The ***Premium Client*** will evidence compliance with the abovefinancial covenants on an annual basis by presenting the audited annualaccounts and will confirm such compliance in writing.  The relevant documents shall be submitted to ***CF*** without a requesthaving to be made and without delay (*unverzüglich*)after being prepared, but no later than by 30 June of the respectivefollowing year, and shall always be prepared using the same accounting andvaluation method.

The ***Premium Client***further undertakes for the term of this Contract

-                    to inform ***CF***promptly andcontinuously about the progress of the Chapter 11 proceedings relating to itsUS parent company by providing the quarterly reports (so-called “10q filings”)and annual reports (so-called “10k filings”) to ***CF***. Should the Chapter 11 proceedings be expanded to include furtherGroup companies, the ***PremiumClient*** shall notify ***CF*** thereof without delay.

-                    as regards theagreement of other terms and conditions (in particular financial covenantsrelating to compliance with certain key figures and/or the maintenance of acertain economic and financial situation), not to place ***CF*** in a worseposition than any other financing partner.

-                    to notify ***CF*** without delay ofany present and future agreements on financial covenants with other creditinstitutions and not to place these credit institutions in a better positionwith respect to the agreement of, and compliance with, financial covenants than***CF***.  Should the ***Premium Client*** wish to agree financialcovenants with other credit institutions which would place these creditinstitutions in a better position than ***CF***, it will offer to ***CF*** to conclude asupplementary agreement under which ***CF*** is placed in the same position with regardto the financial covenants as the other credit institutions.

-                    to notify ***CF*** in future withoutdelay of any purchase of companies by the German Grace partial group that leadsto a material change in the balance sheet structure.

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page4 of 25*

 

----

In the event that the ***Premium Client*** failsto comply with the obligations set out above and/or the financial covenantsagreed above, or in the event that the ***Premium Client*** fails to confirm compliancewith the financial covenants in good time by presenting the correspondingdocuments, ***CF***will fix a period of 30 days during which the ***Premium Client*** may cure such breach ofcontract.  If the fixed period hasexpired without a result, ***CF***shall first be entitled to demand that the ***Premium Client*** create or enhance bankablesecurity in order to secure the claims of ***CF*** under this Contract.  This shall not affect any further rights towhich ***CF***is entitled under this Contract or any other agreement.

**III.Obligations to provide information**

The ***PremiumClient*** shall regularly evidence compliance with the financialcovenants to ***CF***.  ***CF*** shall be informed without delay of anybreach or any facts or circumstances endangering compliance.  To evidence compliance, the followingdocuments shall be presented to ***CF***:

·                  Quarterly financial reports,notification of the attainment of targets in accordance with Schedule 2.

·                  Audited annual accountsincluding auditors’ reports on the Group accounts.

Duringthe term of the PLAF Contract, the ***Premium Client*** will retain the accounting andvaluation methods used immediately prior to the conclusion of the PLAFContract.  The documents to be submittedmust be prepared in accordance with the same principles as the Group accounts;in the event of deviation from these principles, a document shall be submittedwhich explains in detail each different bookkeeping and accounting approach andits effects.  All financial informationwill be prepared in the German or English language at the ***Premium Client***’soption and must be confirmed by the ***Premium Client***to be correct and complete.

Ifdifferent accounting and valuation methods are used in the preparation offuture annual accounts, the ***Premium Client*** shall notify ***CF*** of thesedifferences when presenting the annual accounts and explain them in detail.  ***CF*** may request the key financial figures tobe adjusted by mutual agreement such that compliance with the adjusted keyfinancial figures reflects the same economic situation with the use of theamended accounting and valuation methods as would compliance with the keyfinancial figures applicable up to that time if the previous accounting andvaluation methods had been used.

**IV. Legal consequences**

The ***PremiumClient*** and ***CF***agree that an increased risk assessment in respect of the ***Premium Client*** isjustified if the requirements relating to the ***Premium Client***’s economic situationagreed above are breached.

In this case, ***CF*** is entitled toreduce the maximum aggregate amount for the duration of the non-compliance withthe financial requirements according to the scale set out below:

**1. Adjustment of the maximum aggregate amount**

a. In the event of breachof any of the agreed key financial figures stipulated in Clause II of thisagreement by an amount of up to (and including) *10%* of the relevant target figure, ***CF*** is entitled toreduce the maximum aggregate amount by up to *20%*of this maximum aggregate amount without having to notify the ***Premium Client***.

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page5 of 25*

 

----

b. In the event of breachof one of the agreed key financial figures stipulated in Clause II of thisagreement by an amount of more than *10%*of the relevant target figure, ***CF*** is entitled to reduce the maximum aggregate amount byup to *50%*of this maximumaggregate amount without having to notify the ***Premium Client***.

c. In the event of breachof one of the agreed key financial figures stipulated in Clause II of thisagreement by an amount of more than *20%*of the relevant target figure, ***CF*** is entitled to reduce the maximum aggregate amount tozero.

The ***Premium Client***willhave the possibility to cure breaches of key financial figures stipulated inClause II of this agreement within 30 days.  ***CF*** waives any adjustments underClause IV (1) within this period.

**2.     Right of extraordinary termination**

In addition, inthe event of any breach of one of the agreed key financial figures, ***CF*** has a right ofextraordinary termination for good cause (*auswichtigem Grund*) vis-à-vis the ***Premium Client***.  The ***Premium Client***’s legitimate interests will besafeguarded in this context by a notice period of 1 month before the end of amonth during which the ***PremiumClient*** will have the possibility to cure the breach of thefinancial covenants.

After the end of thenotice period, the ***PremiumClient*** will also have a right of extraordinary termination whichwill release it from all obligations under this Contract.  Should the charges paid in accordance withPage 2 No. III. p) in the relevant contractual year be lower than theminimum fee set out on Page 2, No. III. r. at the relevant time, the ***Premium Client*** shallpay to ***CF***the difference between the agreed minimum fee set out on Page 2,No. III. r., and the charges already paid.

**3.     Amendmentof terms and conditions**

In the event of a breachof covenants agreed herein, ***CF*** may, at its option and in agreement with the ***Premium Client***, amendthe agreed terms and conditions.  Should agreementon the amendment of terms and conditions not be reached within a period of onemonth, the parties are entitled to extraordinary termination of this Contract.

**IV. Improvement in economic key figures**

Shouldthe ***Premium Client’***sreceivables portfolio increase due to its positive economic development, ***CF*** will examine thepossibility to increase the maximum aggregate amount.  The maximum aggregate amount will only beincreased with the prior consent of the competent bodies of ***CF***.

 

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page6 of 25*

 

----

**PLAFContract**
| **Contents** |   |                                                                                                                                                                              |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **   |   |                                                                                                                                                                              |
| 1.           |   | Basic principle.............................................................................................................................................................      |   | 9 |
|         |   |                                                                                                                                                                              |   |   |
| 2.           |   | Purchase offer, invoice  copies.....................................................................................................................................              |   | 9 |
|         |   |                                                                                                                                                                              |   |   |
| 3.           |   | Acceptance..................................................................................................................................................................      |   | 9 |
|         |   |                                                                                                                                                                              |   |   |
| 4.           |   | Assignment..................................................................................................................................................................      |   | 10 |
|         |   |                                                                                                                                                                              |   |   |
| 5.           |   | Purchase price.............................................................................................................................................................       |   | 11 |
|         |   |                                                                                                                                                                              |   |   |
| 6.           |   | Purchase price  retention..............................................................................................................................................           |   | 11 |
|         |   |                                                                                                                                                                              |   |   |
| 7.           |   | Covenants....................................................................................................................................................................     |   | 12 |
|         |   |                                                                                                                                                                              |   |   |
| 8.           |   | Reimbursement of  expenses, minimum fee................................................................................................................                           |   | 12 |
|         |   |                                                                                                                                                                              |   |   |
| 9.           |   | Warranty......................................................................................................................................................................    |   | 12 |
|         |   |                                                                                                                                                                              |   |   |
| 10.          |   | Risk of a Customer’s  insolvency (“delcredere case”).................................................................................................              |   | 13 |
|         |   |                                                                                                                                                                              |   |   |
| 11.          |   | Limit............................................................................................................................................................................ |   | 14 |
|         |   |                                                                                                                                                                              |   |   |
| 12.          |   | CF’s duty of  notification, monthly accounts, approval by silence..............................................................................                              |   | 14 |
|         |   |                                                                                                                                                                              |   |   |
| 13.          |   | Accounts receivable  bookkeeping...............................................................................................................................                   |   | 15 |
|         |   |                                                                                                                                                                              |   |   |
| 14.          |   | Reminder procedure,  cash collection..........................................................................................................................                    |   | 16 |
|         |   |                                                                                                                                                                              |   |   |
| 15.          |   | Fiduciary relationship,  Customer payments................................................................................................................                        |   | 16 |
|         |   |                                                                                                                                                                              |   |   |
| 16.          |   | Security........................................................................................................................................................................  |   | 17 |
|         |   |                                                                                                                                                                              |   |   |
| 17.          |   | Accessory obligations.................................................................................................................................................            |   | 17 |
|         |   |                                                                                                                                                                              |   |   |
| 18.          |   | Realisation of security.................................................................................................................................................          |   | 18 |
|         |   |                                                                                                                                                                              |   |   |
| 19.          |   | Enhancement of security.............................................................................................................................................              |   | 19 |
|         |   |                                                                                                                                                                              |   |   |
| 20.          |   | Rights of lien...............................................................................................................................................................     |   | 19 |
|         |   |                                                                                                                                                                              |   |   |
| 21.          |   | Fiduciary relationship  in the case of non-assignable receivables...............................................................................                                  |   | 20 |
|         |   |                                                                                                                                                                              |   |   |
| 22.          |   | Undisclosed assignment,  information to Customers...................................................................................................                              |   | 20 |
|         |   |                                                                                                                                                                              |   |   |
| 23.          |   | Obligation on form of  contract....................................................................................................................................               |   | 20 |
|         |   |                                                                                                                                                                              |   |   |
| 24.          |   | Obligations to provide  information, right of examination..........................................................................................                               |   | 21 |

 

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page7 of 25*

----

 
|        |   |                                                                                                                                                                           |   |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| 25.    |   | Assignability of claims  against CF..............................................................................................................................              |   | 22     |
|   |   |                                                                                                                                                                           |   |   |
| 26.    |   | Unity of account, joint  and several liability................................................................................................................                 |   | 23     |
|   |   |                                                                                                                                                                           |   |   |
| 27.    |   | Commencement and end of  the Contract....................................................................................................................                      |   | 23     |
|   |   |                                                                                                                                                                           |   |   |
| 28.    |   | Termination for good  cause.........................................................................................................................................           |   | 24     |
|   |   |                                                                                                                                                                           |   |   |
| 29.    |   | Other integral parts of  this Contract............................................................................................................................             |   | 24     |
|   |   |                                                                                                                                                                           |   |   |
| 30.    |   | Place of performance  and place of jurisdiction...........................................................................................................                     |   | 24     |
|   |   |                                                                                                                                                                           |   |   |
| 31.    |   | Applicable law.............................................................................................................................................................    |   | 24     |
|   |   |                                                                                                                                                                           |   |   |
| 32.    |   | Severability.................................................................................................................................................................. |   | 24     |

*** ***

*** ***

*** ***

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page8 of 25*

 

----

 

# ***1.******              Basicprinciple***

***CF*** will purchase the receivables owed to the ***Premium Client*** by itsCustomers in accordance with this PLAF Contract.  The ***Premium Client***’s******claims vis-à-vis ***CF*** and the resultingpayments will not serve as security for credits granted to the ***Premium Client*** bythird parties, but will be at the free disposal of the ***Premium Client***,enabling it to fulfil its liabilities towards suppliers as a matter of priorityusing the advantages of immediate payment. The decision of ***CF***to purchase the receivables depends essentially on the information provided bythe ***Premium Client***with regard to the receivables and Customers. The correctness and reliability of this information are therefore ofdecisive importance.  This Contractestablishes a good faith relationship which is intended for the long term.

# ***2.******              Purchaseoffer, invoice copies***

## 2.1                       The***Premium Client*** will offer to ***CF*** all present and future tradereceivables from Customers.  The offerwill be made by submission of an open item list, a list of availability and abreak-down by age at least twice per month.

## 2.2                       The***Premium Client*** will administerinvoice and credit note copies as a trustee for ***CF***and is obliged to pass corresponding copies to ***CF***at its request.  These copies mustclearly state the Customer, the reason for the receivable, the amount of thereceivable and the due date.  The ***Premium Client*** may only offerreceivables the original invoice copies of which have been received by theCustomer and for which the consideration**has beenperformed in full and without any defects.

# ***3.******              Acceptance***

## 3.1                       Theagreement on the purchase of the individual receivable will come into existenceupon the acceptance declaration by ***CF***.  Acceptance will be declared by booking thereceivable into the ***Premium Client***’s receivablespurchase account, without the ***Premium Client***having to be notified of the booking.

## 3.2                       ***CF*** undertakes to purchase eachreceivable in the invoice order as soon as the receivable complies with thefollowing requirements:

### a.               Thereceivable is within the limit defined for the individual Customer and themaximum aggregate amount agreed for the ***PremiumClient*** in total.  To theextent these requirements are only met in part, ***CF*** undertakes to purchase that part of thereceivable which falls within the limit and the maximum aggregate amount.

### b.              TheCustomer is not granted a longer payment period than the maximum payment periodstipulated on Page 2 of this PLAF Contract.

### c.               Thereceivable exists, is free from any objections and defences (*frei von Einwendungen und Einreden*), isassignable and is not encumbered by any third-party rights.

###  

###  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page9 of 25*

----

### d.              Thereceivable is not owed by an affiliated company (*verbundenes Unternehmen*). Affiliated companies of the ***PremiumClient*** are companies which hold a direct or indirect interest inthe ***Premium Client*** orin which the ***Premium Client***holds a direct or indirect interest or whose shareholders/partners are directlyor indirectly identical to the partners of the ***Premium Client*** or whose authorised representatives areidentical to at least some of the authorised representatives of the ***Premium Client***.

### e.               Theinformation on the invoices is provided to ***CF***twice in the month after the invoice dates.

## 3.3                       Whencalculating the extent to which the maximum aggregate amount has been utilised(Page 2, No. I a), all amounts paid for outstanding receivablesfrom all of the ***Premium Client***’s Customersmust be taken into account.

## 3.4                       ***CF*** is also entitled to purchasereceivables which do not meet the requirements stipulated inClause 3.2.  ***CF***will become obliged to purchase a receivable if a receivable which is initiallynot purchased meets the requirements stipulated in Clause 3.2 at a latertime (carry-back procedure).  If there ismore than one such receivable, the purchase will be made in the order ofinvoice dates.

## 3.5                       Thepurchase obligation of ***CF***stipulated in Clause 3.2 and Clause 3.3 will lapse if ***CF*** has good reason to believe thatthe ***Premium Client*** has failed to fulfilits obligations towards suppliers with retention of title.

## 3.6                       ***CF*** will book receivables it does notpurchase after receipt of information on the receivable into a special accountof the ***Premium Client***.  These receivables will remain on offer forpurchase by ***CF*** at any time.  The ***Premium Client***may, however, set a time limit of 10 days in writing for ***CF***to accept the offer to purchase such receivables; in this case, acceptance mustbe declared by notification that such receivables have been booked into thereceivables account.  If the fixed periodexpires without acceptance, the offer for sale will lapse.

## 3.7                       Atthe commencement of the Contract, ***CF*** declaresthat it is prepared to purchase existing receivables insofar as these are notolder than 90 days and do not fall due for payment later than within the timeperiod stipulated on Page 2 of this PLAF Contract.

# ***4.******              Assignment***

## 4.1                       The***Premium Client*** hereby assigns allexisting and future trade receivables from its Customers to ***CF*** subject to the conditionprecedent that the relevant receivable is purchased by ***CF***.  ***CF*** herebyaccepts this assignment.  Upon acceptanceof the offer for sale, ***CF***therefore will concurrently become the owner of the purchased receivable.  If only part of a receivable is purchased,only this part will be assigned.

##  

##  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page10 of 25*

----

## 4.2                       If***CF*** initially does not purchase thereceivable offered to it for purchase by the ***PremiumClient*** (identification by booking into the special account), the***Premium Client***hereby assigns thisreceivable to ***CF*** as security for all of ***CF***’s claims against the ***Premium Client*** arising from thebusiness relationship with the ***Premium Client***.  ***CF*** herebyaccepts this assignment.  The ***Premium Client*** also assigns suchclaims to ***CF*** which arise between theoffer dates stipulated in Clause 2.1.

## 4.3                       Allreceivables which the ***Premium Client***has assigned or will assign to suppliers in the context of an extendedretention of title are excluded from the assignment under Clause 4.2(partial waiver *in rem (dingliche Teilverzichtsklausel*)).  To the extent it has the authority to do so,the ***Premium Client*** authorises ***CF*** to collect these receivables inits own name and for a third-party account.

## 4.4                       Shouldthe extended retention of title of a receivable referred to in Clause 4.3subsequently lapse, such receivable will be assigned under Clause 4.2.

## Should ***CF*** subsequently purchase areceivable pursuant to Clause 3.4 or Clause 3.7, the assignment underClause 4.2 or the collection authorisation under Clause 4.2 willlapse, and the receivable will be assigned under Clause 4.1.

# ***5.******              Purchaseprice***

## 5.1                       Thepurchase price to be paid by ***CF*** shallcorrespond to the amount of the purchased receivable, less bonuses and promptpayment discounts and less the ongoing fees set out on Page 2,No. III p).  The ongoing fees setout on Page 2, No. III p) will be calculated with respect to the partof the purchase price paid to the ***Premium Client***for the period from the payment until the settlement of the receivable by theCustomer or the occurrence of the delcredere event (Clause 10).

## 5.2                       Thepurchase price, less the purchase price retention (cf. Clause 6), will bedue immediately upon the purchase of the receivable.  The purchase price retention will be due forpayment once the customer has paid the purchased receivable to ***CF*** in full and such payment hasreached ***CF*** or the delcredere case hasoccurred (Clause 10).

# ***6.******              Purchaseprice retention***

## 6.1                       Thepurchase price retention set out on Page 2 will serve as security for ***CF*** in respect of any claims which ***CF*** may have against the ***Premium Client***.  ***CF*** is alsoentitled to increase the purchase price retention above the agreed amount ifand insofar as facts, according to ***CF***’sreasonable judgment, justify the concern that

### f.                 the***Premium Client***will not meet its obligations to ***CF***,in particular because a sustained deterioration of the ***Premium Client***’s creditworthiness or ofsecurity provided by the ***PremiumClient*** is to be presumed;

###  

###  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page11 of 25*

----

### g.              thepurchase price retention applicable up to that time is insufficient to coverthe average legitimate reductions in the receivables, particularly thoseresulting from objections by the Customers or credit notes of the ***Premium Client***.

# ***7.******              Covenants***

## 7.1                       Thecontracting parties have entered into this Contract on the basis of thedocuments provided by the ***Premium Client***and the key financial figures contained therein.  It is agreed that in the event that the keyfigures should deteriorate, ***CF*** will beentitled to amend the contractual terms and conditions in compliance with theCovenant Agreement (Page 3 of the Contract).  Should the key figures develop positively, *CF* will examine the possibility to adjustthe terms and conditions in favour of the ***Premium Client***.  The details are governed by the CovenantAgreement (Page 3 of this Contract).

# ***8.******              Reimbursementof expenses, minimum fee***

## 8.1                       Insofaras a debit balance in the ***Premium Client***’ssettlement account occurs, e.g. as a result of credit notes or the receivablebeing disputed by the Customer after the purchase price has been paid,overdraft interest will be charged to the ***Premium Client***as from the following banking day by way of a surcharge of 3.5% on the interestrate separately agreed on Page 2 of this PLAF Contract after the ***Premium Client*** has been notified by ***CF***.

## 8.2                       Thecosts of special audits shall be borne by the ***PremiumClient***.

## 8.3                       The***Premium Client***shall bear all expenses incurred in connection with the proper creation, administration,release or realisation of security (in particular notary’s fees, depositingcharges and the costs of safeguarding collateral).

## 8.4                       Inorder to calculate the payment obligations in respect of the minimum fee setout on Page 2, No. III r), all ongoing fees that have been paid inthat contractual year in accordance with Page 2, No. III p) will beadded at the end of the contractual year set out in Clause 27.1.  In the event that the total amount of ongoingfees set out on Page 2, No. III p) that have already been paid fallsshort of the amount of the minimum fee, the ***PremiumClient*** shall pay to ***CF*** thedifference between the amount of the minimum fee and the ongoing fees actuallypaid.

# ***9.******              Warranty***

## 9.1                       The***Premium Client*** warrants the legalexistence of the purchased receivable, in particular that the receivable, asshown in the invoice, exists, is due for payment, is free from objections anddefences, is assignable and is not encumbered with any third-party rights, andthat this will continue to apply until collection by ***CF***.

##  

##  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page12 of 25*

----

## 9.2                       Ifclaims under the warranty are enforced, the ***PremiumClient*** shall place ***CF*** in thesame position in which it would be if the Customer had paid the assignedreceivable in full.

## Any furtherrights under Sections 437 and 440 of the German Civil Code (*Bürgerliches Gesetzbuch*; **BGB**)shall remain unaffected.

## 9.3                       Shouldthe Customer assert that it has no payment obligation towards ***CF*** in the event of disclosure underClause 22.2, the latter******willinform the ***Premium Client*** thereof byproviding a special notification about objections or defences, by providing anotification of a special purchase price retention or by transferring thereceivable to the special account. Should a Customer pay short a particular receivable, ***CF*** may, in the relationship with the***Premium Client***, interpret this tothe effect that the Customer disputes its payment obligation to the extent ofthe amount which remains unpaid.  Actionin respect of disputed receivables or disputed parts of receivables may only betaken by Grace.

## As long as theCustomer disputes its payment obligation, ***CF*** may retain, as special purchaseprice retentions exceeding the general purchase price retention, any amountswhich will fall due in future up to the amount of the purchase price alreadypaid by ***CF*** in respect of thereceivable.

The ***Premium Client***mayredeem such special purchase price retentions by providing suitable security,in particular bank guarantees.  Thespecial purchase price retention shall be paid out as soon as it has beenestablished that the asserted objections or defences are unfounded.

The ***Premium Client*** isobliged to settle the dispute about the goods within 60 days by providingrelevant documents or, alternatively, to purchase back the receivables.

## 9.4                       Ifthe Customer pays in a foreign currency and exchange rate differences occur asa result of the lapse of time between invoicing and payment, the ***Premium Client***is obliged tocompensate ***CF*** for these differences.

## 9.5                       ***CF*** is entitled, but not obliged, toclaim interest after the due date or default interest from the Customer.  ***CF*** shallassign such claims against the Customer to the ***PremiumClient*** if the latter so requests.  If ***CF*** collectssuch claims prior to reassignment to the ***Premium Client***,***CF*** will set off such claims againstclaims held by ***CF*** against the ***Premium Client***.  Such claims will be asserted directly towardsthe Customer only in the event of disclosure of the purchase of receivablesunder Clause 22.2.

# ***10.******       Riskof a Customer’s insolvency (“delcredere case”)***

## 10.1                 The***Premium Client*** assumes the risk thatthe Customer will not be able to pay the purchased receivable.

## 10.2                 TheCustomer’s insolvency will be presumed if the Customer fails to pay the invoicewithin 60 days of the due date.

##  

##  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page13 of 25*

----

## 10.3                 Ifinsolvency (as defined in Clause 10.2) has occurred with respect to areceivable, ***CF*** will reassign thereceivable to the ***Premium Client***.  The ***Premium Client***is obliged to pay the purchase price back to the factor.  The ***Premium Client***is entitled to claim back receivables from ***CF*** evenbefore that point in time in individual cases. It will reimburse ***CF***immediately (*unmittelbar*) for thepurchase price.  The parties agree thatthe reassignment of the receivable will be effective upon the reimbursement ofthe purchase price.

## 10.4                 Ifthe Customer uses a cheque to pay a bill of exchange issued by the ***Premium Client*** which the Customerhas accepted, the delcredere risk will lapse when the cheque is cashed.  ***CF***will thus not assume the risk of the Customer’s insolvency for the ***Premium Client***’s right of recourseagainst the Customer arising from the bill of exchange.  It will not take the bill of exchange intoits possession.

# ***11.******       Limit***

## 11.1                 Decisionson limits will be made by ***CF*** and willapply upon the notification of the decision to the ***PremiumClient***.

## 11.2                 ***CF*** is at any time entitled to amendor cancel limits at its discretion after a due assessment of the circumstances(*nach pflichtgemäßem Ermessen*).

## An amendment to limits will apply only tofuture receivables, but not to receivables for which the ***Premium Client*** has rendered, priorto receipt of notification of the amendment, the consideration by makingdeliveries to the Customer which it cannot recall.

## Limit decisions and their amendments will becommunicated by ***CF*** to the ***Premium Client***without delay and/orretrieved by the ***Premium Client***.  The ***Premium Client***will include these in the list of availability which it will send to ***CF***.

## 11.3                 Whencalculating the extent to which a limit has been used, all receivables from aCustomer which have been purchased and are still unpaid will be added.  Receivables for which payment is by bills ofexchange which have been sent for discounting will be included in thecalculation until and to the extent the bills of exchange have been paid.

# ***12.******       CF’sduty of notification, monthly accounts, approval by silence***

## 12.1                 ***CF*** will send the ***Premium Client*** an overview of allaccount positions relating to the collaboration within 10 days of the end ofeach month (monthly accounts).

## 12.2                 Anyobjections for reasons of inaccuracy or incompleteness of a monthly accountmust be notified by the ***Premium Client***no later than within one month of its receipt; if the ***PremiumClient*** raises its objections in writing, dispatch within theone-month period will be sufficient. Failure to notify objections within the time allowed will be deemed asapproval and therefore equal to the conclusion of an agreement that thestatements of account provided accurately reflect the mutual claims and legalrelationships and are to be used as the basis for the continuation of thecollaboration.  ***CF***will make particular reference to this consequence when issuing the monthlyaccounts.

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page14 of 25*

----

## 12.3                 The***Premium Client*** may also require acorrection of the monthly accounts after the end of the time limit; in such acase, it must, however, prove that and to what extent the monthly accounts wereincorrect.

## 12.4                 Silencein respect of the monthly accounts as defined above will at the same time bedeemed to be the final recognition of the interest, fees and other chargescalculated for this month; particular reference will also be made to this factwhen the monthly accounts are issued.

## 12.5                 ***CF*** may reverse incorrect entries bymaking the corresponding adjusting entries by the time of the next monthlyaccounts.  Should ***CF***discover an incorrect entry only after the monthly accounts have been issuedand after the end of the period set out in Clause 12.2, it will notify the***Premium Client*** separately about theadjusting entry to be made.

## Should the ***Premium Client*** raise justifiedobjections to the adjusting entry, ***CF*** willreverse the adjusting entry and will separately lodge the claim resultingtherefrom.

## 12.6                 Should***CF*** fail to settle a justified claimof the ***Premium Client*** based on aninaccurate entry without delay after becoming aware of such incorrect entry andafter reviewing the entry without delay, ***CF*** isobliged to pay interest at a rate of 3.5% from the banking day following thedate on which it becomes aware of the inaccurate entry and reviews such entrywithout delay.

# ***13.******       Accountsreceivable bookkeeping***

## 13.1                 ***CF*** will not be in charge of accountsreceivable bookkeeping itself; the bookkeeping of the accounts receivable,including the purchased receivables, will be undertaken by the ***Premium Client*** as a trustee for ***CF*** and with the care of a prudentbusinessman (*Sorgfalt eines ordentlichen Kaufmannes*).  Information which the ***PremiumClient*** must supply to CF as part of automated data interchangeis listed in the “Process Description for PLAF Clients” (Schedule 3).  The ***Premium Client***will also be responsible for the reminder procedures relating to thereceivables from Customers.  The ***Premium Client*** is aware that, indoing so, it accepts an increased fiduciary and protective duty towards ***CF***, which means that the ***Premium Client***  must execute the bookkeeping and reminderprocedures in such a way that ***CF*** is underno circumstances in a worse position than it would be in if the named dutieswere performed by ***CF*** itself.  This is a material contractual duty.

## 13.2                 Ifagreed with the ***Premium******Client***,the collaboration will be based on electronic data interchange.  In this case, the ***PremiumClient*** undertakes to provide the corresponding data and tooperate the defined interfaces.

#  

#  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page15 of 25*

----

# ***14.******       Reminderprocedure, cash collection***

## 14.1                 The***Premium Client*** will execute thereminder procedures for the receivables from Customers on behalf of ***CF***. The ***Premium Client*** undertakes tomaintain the timing of reminders as described on Page 2 of this PLAFContract.

## 14.2                 Ifno payment is received by the ***Premium Client***after performance of the reminder procedure, it must return to ***CF*** the purchase price of thereceivable after the expiry of the time period set out in Clause 10.2.

# ***15.******       Fiduciaryrelationship, Customer payments***

## 15.1                 Ifpayments for assigned receivables are received by the ***PremiumClient***or in the ***Premium Client***’saccounts kept with other banks, the ***Premium Client***willaccept these payments as a trustee for ***CF*** andshall immediately forward them to ***CF*** alongwith all original documents (credit transfer counterfoils, post bank creditnotes, settlement notices, etc.).

## The ***Premium Client*** hereby assigns itsclaims against its relevant bank arising from such credit balances to theextent paid by the Customer and irrevocably authorises ***CF***to instruct the bank to transfer such claims to ***CF***.

## 15.2                 Ifthe ***Premium Client*** receives suchpayments in another form (in particular in the form of bills of exchange,cheques or postal cheques), ***CF*** and the ***Premium Client***hereby agree thattitle to such documents is transferred to ***CF*** as soonas they are acquired by the ***Premium Client***.  The ***Premium Client***further assigns to ***CF*** in advance all of therights arising from the documents.  Thetransfer of cheques and bills of exchange which become the direct property ofthe ***Premium Client*** is substituted by thefact that ***CF*** and the ***Premium Client***hereby conclude asafe-keeping agreement and the ***Premium Client***,in the event that it does not acquire direct possession, assigns to ***CF*** its right to recover possessionfrom third parties.

## The ***Premium Client*** will endorse thedocuments — to the necessary extent — and will transfer them to ***CF***without delay.  Until the documents are transferred to ***CF***, the ***PremiumClient*** must take all measures necessary to preserve the rightsarising from them.  The ***Premium Client*** authorises ***CF*** to sign bills of exchange in itsname as the drawer and to endorse bills of exchange and cheques in its name.

## 15.3                 Aslong as the collaboration is performed in the settlement of balances procedure(see description, Schedule 3), ***CF*** waivesthe transfer of the payments and documents mentioned in Clauses 15.1 and15.2.

## 15.4                 If***CF*** credits the value of cheques,debit notes and bills of exchange before they are settled, this will be subjectto encashment.  If such amounts have tobe debited back, ***CF*** may request the ***Premium Client*** to place ***CF*** in the position in which it wouldbe if the receivable which is the subject of the debit had not been paid atall.  ***CF***is authorised to make an adjusting booking irrespective of whether monthlyaccounts have in the meantime been issued.

#  

#  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page16 of 25*

----

# ***16.******       Security***

## 16.1                 Asthe delcredere risk (*Debitorenrisiko*)associated with the receivables will remain with the ***PremiumClient***, the ***Premium Client***is willing to provide security to ***CF*** for thereceivables only in respect of the requirements set out in Clauses 18 and22 in accordance with the provisions set out below.  With the assignment of the receivable, the ***Premium Client*** assigns to ***CF*** all claims it acquires under itsagreement with the Customer, in particular rights to the restitution of goodsand services in the event of reversal of the agreement.

## 16.2                 The***Premium Client*** and ***CF*** hereby agree that the propertytitle to which is reserved and the equitable lien with which the ***Premium Client*** has secured anassigned receivable will become the property or joint property of ***CF*** upon the assignment of thereceivable to which the security relates — at the latest at the time atwhich the ***Premium Client***acquires theownership or joint ownership.

## 16.3                 The***Premium Client*** and ***CF*** also agree that all existing andfuture expectant rights which the ***Premium Client***acquires to objects contained in the invoices underlying the assignedreceivables will immediately pass to ***CF***.

## 16.4                 The***Premium Client*** assigns forthwith to ***CF*** its future rights to recoverpossession from the Customer or another third party which is in directpossession of the property title to which is reserved or of the equitablelien.  To the extent such objects are in thedirect possession of the ***Premium Client***,the ***Premium Client*** will keep them as atrustee for ***CF*** free of charge andseparately from other goods.

## 16.5                 Ifthe assigned receivable originates from a sale to a destination according tothe buyer’s instruction, the ***Premium Client***hereby assigns to ***CF*** its claims towards thecarrier and its right of stoppage in transit.

## 16.6                 The***Premium Client*** hereby assigns to ***CF*** all its potential insuranceclaims in respect of the assigned receivables and goods to which title haspassed.  To the extent the assignment iscontingent upon specific preconditions, the ***PremiumClient*** undertakes to execute the assignment in the mannerrequired.

## 16.7                 Tothe extent ancillary rights are not transferred by operation of law, the ***Premium Client*** will transfer alongwith the receivable all rights which serve to secure and enforce the soldreceivable.

# ***17.******       Accessoryobligations***

## 17.1                 Iffacts become known which give rise to doubts as to whether the Customer willproperly perform an agreement underlying a receivable that has been assigned to***CF***, the ***PremiumClient*** must repossess the goods if so directed by ***CF***; the costs of repossession ofgoods for which receivables have been purchased will be borne by ***CF***; costs relating to other goodswill be borne by the ***Premium Client***.

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page17 of 25*

----

## 17.2                 Goodswhich are once again in the possession of the ***PremiumClient***shall be kept by the ***Premium Client***as a trustee for ***CF*** free of charge andseparately from other goods, regardless of the reason for therepossession.  The ***PremiumClient***shall inform ***CF*** of therepossession and obtain instructions from ***CF*** withoutdelay.  To the extent these goods are notalready owned by ***CF***, the ***PremiumClient*** and ***CF*** agreethat ***CF*** will become the owner as soon asthe ***Premium Client  ***reacquires the goods.  The goods shall be marked as the property of ***CF***. Clause 17.2 does not apply to returned goods the receivables forwhich have not been assigned to ***CF***.

## 17.3                 The***Premium Client*** is obliged to support***CF*** using its best efforts and freeof charge in the enforcement and realisation of all security provided toit.  ***CF*** mayinstruct the ***Premium Client*** to realisesecurity itself in the best possible manner. In this case, the ***Premium Client***will act as a trustee for ***CF*** andshall account comprehensively for the realisation and pass everything itreceives thereby to ***CF*** without delay.

# ***18.******       Realisationof security***

## 18.1                 ***CF*** will realise security provided toit only if the ***Premium Client*** is late inmaking payments to ***CF*** of material amounts and agrace period of at least 2 weeks granted to the ***PremiumClient*** by ***CF*** for thepayment of the receivable, linked with a warning of realisation of security inthe event of non-performance, has elapsed without a result.  In addition, security for the receivablesfrom the Customers will be released only after disclosure of the procedurewithin the meaning of Clause 22 of the PLAF Contract and after anunsuccessful attempt to collect the relevant receivables.

## 18.2                 Inthe event of realisation, ***CF*** maychoose between various items of security. In the realisation of security and when selecting the security to berealised, ***CF*** will take account of thelegitimate interests of the ***Premium Client***and a third-party security grantor which has created security for the ***Premium Client***’s liabilities.

## To realise thereceivables assigned as security, ***CF***will collect such receivables and set them off against the ***PremiumClient***’s liabilities towards ***CF***.

## 18.3                 Shouldthe Customer fail to pay an assigned receivable on its due date, ***CF*** may, on the conditions set out inClause 18.1, take possession of the security for the receivable, or storeit at the premises of a third party, also if the security is in the possessionof the ***Premium Client***.

## 18.4                 ***CF*** may also realise security by wayof a sale in the open market at its discretion after a due assessment of thecircumstances.  ***CF***will use the net proceeds from the realisation, after deduction of all costsaccruing from the realisation and of a reasonable reimbursement for its ownexpenses, to cover the secured receivables. ***CF*** will surrender any unusedsurplus.

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page18 of 25*

 

----

# ***19.******       Enhancementof security***

## 19.1                 ***CF*** may request security to beprovided for all claims (including contingent claims) arising from overdraftsof the settlement account or in any other way.

## 19.2                 ***CF*** may assert its claim for theprovision or enhancement of security for as long as the realisable value of allsecurity corresponds to the aggregate value of all claims arising from thebusiness relationship (cover limit).

### If therealisable value of all security not only temporarily exceeds the cover limit, ***CF*** shall, if sorequested by the ***PremiumClient***, release security at its option up to the amount that isin excess of the cover limit; when selecting the security to be released, itwill take into account the legitimate interests of the ***Premium Client***and of a third-party securitygrantor that has provided security for the ***PremiumClient***’s liabilities.

## 19.3                 If***CF*** initially refrained in whole orin part from demanding the provision or enhancement of security when claimsagainst the ***Premium Client*** arose underClause 19.1, it may subsequently require that security be provided.  However, the precondition for such action isthe occurrence of knowledge of circumstances which justify an increased riskassessment relating to the claims against the ***PremiumClient***.  This may inparticular be the case if:

### a.               theeconomic situation of the ***PremiumClient*** has deteriorated; or

### b.              theexisting security has decreased in value.

## 19.4                 ***CF*** will grant a reasonable periodfor the provision or enhancement of security. If ***CF*** intends to make use of itsright of termination with immediate effect if the ***PremiumClient*** does not meet its obligation to provide or enhancesecurity in due time, it shall notify the ***Premium Client***in advance.

# ***20.******       Rightsof lien***

## 20.1                 The***Premium Client*** and ***CF*** agree that ***CF***will acquire a right of lien over the securities and objects the possession ofwhich has been acquired, or will be acquired, by ***CF***in the course of ordinary business transactions between the parties, such ascheques.

## ***CF*** will also acquire a right of lien overthe claims to which the ***Premium Client***is or will be entitled against ***CF*** as aresult of the business relationship (such as credit balances).

## 20.2                 Thepurpose of the right of lien is to secure all existing, future and contingentclaims to which ***CF*** and all of its domesticand foreign branches are entitled towards the ***PremiumClient*** as a result of the business relationship.

## 20.3                 Ifmoney or goods come into the power of disposition of ***CF***with the proviso that they may only be used for a specific purpose, ***CF***’s right of lien will not extendto such money or goods.

# *** ***

# *** ***

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page19 of 25*

----

# ***21.******       Fiduciaryrelationship in the case of non-assignable receivables***

## 21.1                 The***Premium Client*** will hold anyreceivables whose assignment is not valid as a trustee for ***CF***.  If the reason for the inability to assign thereceivable lapses, the assignment will become effective, and ***CF*** will become the legal owner.

## 21.2                 Inthe case of assignments which are valid under Section 354a HGB, the ***Premium Client*** is obliged not toconclude legal transactions in respect of the legitimate receivable without ***CF***’s consent, and particularly torefrain from agreements on a set-off, retention, release and deferment, also tothe extent that these are effective in the relationship with the creditor.  The ***Premium Client***will accept any incoming payments as a trustee for ***CF***;Clause 21.1 above will apply.

## 21.3                 Inaddition, ***CF*** reserves the right torequest the ***Premium Client*** to perform thereminder procedure directly vis-à-vis the Customer and with a frequency whichis to be agreed with ***CF***.  ***CF*** isentitled to do so only in the event of disclosure under Clause 22.2.

# ***22.******       Undisclosedassignment, information to Customers***

## 22.1                 Thesale and purchase of the receivables will be undisclosed.  The contractual relationship and theassignment of the receivables will only be disclosed to the debtors of the ***Premium Client*** in compliance withthe provisions of this Clause 22.

## 22.2                 Ifthe ***Premium Client*** (i) no longermeets the obligations to provide information on payments and lists of unpaidinvoices and to undertake bookkeeping or if the amounts of the unpaid invoicesmaterially deteriorate or the sustained deterioration of the economic situationis imminent and (ii) if the ***Premium Client*** is in default in payment inrespect of receivables that are not only immaterial,

### a.               ***CF*** will beentitled and the ***PremiumClient*** will be obliged, after a warning has been issued and a5-day grace period has been set, to inform the Customer about the contractualrelationship and the assignment of the receivables and security interests.

### b.              the***Premium Client***must include an unequivocal reference in its General Terms and Conditions usedwith its Customers (which must be agreed with ***CF***) to the collaboration with ***CF*** in respect ofthe PLAF process and the related assignment of receivables, ancillary rightsand transfer of the rights to the goods delivered.  This reference to the assignment of theinvoiced receivables to ***CF***shall also be included in the invoices in a clearly visible manner.

### c.               ***CF*** will beentitled to require the ***PremiumClient*** to surrender the original invoices for the purpose offorwarding them to the Customer.

# ***23.******       Obligationon form of contract***

## 23.1                 The***Premium Client*** has provided itsGeneral Terms and Conditions to ***CF*** forexamination and has taken account of ***CF***’ssuggestions for additions and amendments. The ***Premium Client*** may amend itsGeneral Terms and 

##  

##  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page20 of 25*

----

##                                       Conditionsonly after informing ***CF*** thereofand, if the amendment is material for ***CF***, after ***CF*** has consented to the amendment.  By signing this Contract, ***CF*** agrees with the ***Premium Client***’s General Terms andConditions as applicable at that time.

## 23.2                 The***Premium Client*** will inform ***CF*** as soon as it makes anyindividual agreement with the Customer which is in breach of the aboveobligations.

## 23.3                 The***Premium Client*** will, without ***CF***’s consent, refrain from makingany agreements with its suppliers under which the assignment of receivablesbased on a purchase under the PLAF procedure is prohibited.

# ***24.******       Obligationsto provide information, right of examination***

## 24.1                 The***Premium Client*** is obliged to inform ***CF*** without delay of all materialcircumstances of which it becomes aware and which relate to the receivablesfrom the Customers and could affect ***CF***’sinterests.  The obligation to provideinformation extends in particular to the following:

### a)              objectionsand defences, rights of set-off, avoidance and retention.  The ***PremiumClient*** shall notify ***CF***thereof through the fastest possible channel and shall issue a correspondingcredit note without delay.

### b)             anycontesting of the receivable by the Customer, even if the ***Premium Client*** does not consider such disputeto be justified.  If the Customercomments in writing, the ***PremiumClient*** shall provide ***CF***with a copy through the fastest possible channel.

### c)              allmaterial information available to the ***PremiumClient*** regarding the Customers’ creditworthiness, in particularinformation on any deterioration in the Customers’ creditworthiness.

### d)             anymeasures to attach liens and other enforcement proceedings as well as all otherenforcement of third-party rights in respect of receivables from Customers.

### e)              tosubmit to ***CF***, if sorequested, all documents in support of the receivables offered for purchase,such as delivery notes, agreements, order confirmations, etc.

## 24.2                 The***Premium Client*** is furthermoreobliged to inform ***CF*** without delay of allmaterial circumstances relating to its company and to pass on the followingdocuments to ***CF***:

### a)              Existingauthorisations to third parties to collect cash may not be granted without theconsent of ***CF***;authorisations already granted shall be revoked immediately;

### b)             allbooking arrears of over two weeks; booking arrears shall not be longer thanthis;

### c)              anymaterial deterioration in the ***PremiumClient***’s general financial and business positions; any materialchange under corporate law or in the legal representation of the ***Premium Client***;all facts which cause another company to become an affiliated company withinthe meaning of Clause 3.2.d).

##  

##  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page21 of 25*

----

## 24.3                 Ifthere is a legitimate interest, ***CF*** or anythird party appointed by ***CF*** are atany time entitled to inspect the books, accounts and other documents andrecords of the ***Premium Client*** at the latter’spremises.  Any documents requested inthat context shall be presented to ***CF*** infull.  In order to conduct this audit, ***CF*** shall have unrestricted access tothe ***Premium******Client***’sbusiness premises at any time during normal business hours after consultationswith the ***Premium Client***.  If there is any dubiety on the existence of areceivable with respect to its grounds or amount, ***CF***is entitled to conduct a special audit on the ***PremiumClient***’s premises.  The ***Premium Client*** will bear the ensuingcosts up to the maximum amount set out on Page 2, No. III q), to theextent it is responsible for the dubiety.

## 24.4                 The***Premium Client*** releases ***CF*** and the companies affiliated with***CF*** within the meaning ofClause 3.2.d) and, as far as information requests by ***CF***are concerned, all commercial banks cooperating with it from banking secrecyand authorises ***CF*** to request from thecommercial banks all information relating to the ***PremiumClient***.  In addition, ***CF*** may, with the ***Premium Client***’s prior consent,request documents or information from the tax advisor, auditor or any otherperson in charge of bookkeeping or preparing the balance sheet for the ***Premium Client***; these persons arethen released from their duty of confidentiality in respect of informationprovided to ***CF***.

## 24.5                 ***CF*** is entitled to forward anyaccounting data and information it has received or will receive from the ***Premium Client*** to affiliatedcompanies of ***CF*** within the meaning ofClause 3.2.d).  These companies areCoface Holding AG, Coface Kreditversicherung AG, Coface Rating GmbH, CofaceDebitorenmanagement GmbH, Coface S. A., Coface Nederland Services BV, CofaceDanmark Services AS and Coface Sverige Services AB.  The data obtained in the context of the PLAFContract will be used for internal examinations of the [***Premium***]***Client’s*** and the Customers’creditworthiness, the results of which may also be disclosed to clients of theCoface Group.

## 24.6                 The***Premium Client*** will use its bestefforts to support ***CF*** in any disputes, whetherin court or out of court, relating to a receivable or security interest.  The ***Premium Client***is in particular obliged to inform ***CF***comprehensively about the matter in dispute and to provide all documents andother evidence relevant to the matter.

## 24.7                 Inview of the agreed obligations to provide information and to give dueconsideration, the result of any legal action between the ***PremiumClient***and the Customer shall be deemed binding in therelationship between ***CF*** and the ***Premium Client*** even withoutthird-party notice (*Streitverkündung*).

# ***25.******       Assignabilityof claims against CF***

The ***Premium Client***’sclaims against ***CF***may be assigned to third parties only with ***CF***’s consent. ***CF***may withhold its consent for good cause; good cause shall be deemed to exist inparticular if the intended assignment gives reason to presume that it isdisadvantageous for the ***PremiumClient***’s suppliers.

#  

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page22 of 25*

#  

----

# ***26.******       Unityof account, joint and several liability***

## 26.1                 Allof the ***Premium Client***’s accountskept with ***CF*** constitute a singleaccount and may be offset against each other by ***CF***to the legally permissible extent.  The ***Premium Client*** may perform set-offsagainst claims of ***CF*** only if the ***Premium Client***’s claims areundisputed or have been recognised by declaratory judgment (*rechtskräftig festgestellt*).

## ***CF*** may, in its relationship with the ***Premium Client***, first set off anypayments received from a Customer after the limit fixed for the Customer hasbeen cancelled against purchased receivables from the same Customer, regardlessof the purpose stated by the Customer for these payments.  However, this is subject to the conditionthat no extended retention of title has been agreed in favour of a supplier ofgoods in respect of the purchased receivable against which the payment is to beset off.

## 26.2                 Thesame shall apply to any claims of ***CF*** againstthe ***Premium Client*** under warranties setout in Clause 9 as well as to any credit notes issued by the ***Premium Client*** and any realisationproceeds.

## 26.3                 Allof ***CF***’s claims against the ***Premium Client*** shall be dueimmediately.

# ***27.******       Commencementand end of the Contract***

## 27.1                 Thecommencement and end of this Contract are set out on Page 2 of thisContract.

## 27.2                 TheContract will be automatically extended unless any of the two contractingparties terminates the Contract by giving 2 months’ written notice with effectas of the end of a quarter.  If theContract is terminated by the ***Premium Client***within the term of the Contract definedon Page 2 No. I. m., the ***Premium Client  ***shallbe required to pay the minimum fee agreed under Page 2 No. III. r.for the residual term of the Contract. If the fees under Page 2 No. III. p. already paid at such timeare lower than the minimum fee under Page 2 No. III. r., the ***Premium Client***shallbe required to pay the difference between the fees already paid and the minimumfee agreed under Page 2 No. III. r to ***CF***.

## 27.3                 Uponthe end of the Contract, all unaccepted purchase offers will lapse.  Any pending transactions will be settled inaccordance with this PLAF Contract.

In the event of termination of the Contract, ***CF*** is entitled torequire the ***PremiumClient*** to reduce the exposure (utilisation of the maximumaggregate amount).

In this case, ***CF*** will demand from the [***Premium***]***Client*** in writing toreduce the exposure within a specified period. Should the ***PremiumClient*** fail to reduce the exposure within such period, ***CF*** is entitled torequire the provision or enhancement of security under Clause 19.  The underlying receivables will remainpurchased and assigned to ***CF***.

#  

#  

***P****remium **L**arge **A**ccounts**F**inancing: Contract                                                                                                     Page23 of 25*

----

# ***28.******       Terminationfor good cause***

## 28.1                 ThePLAF Contract may be terminated in writing and with immediate effect for goodcause.  Good cause shall be deemed toexist in particular if the other contracting party breaches a materialcontractual obligation on a continued basis or if its assets materiallydeteriorate such that the performance of its contractual duties is jeopardised.  Good cause shall also be deemed to exist ifthe ***Premium Client*** does not meet itspayment obligations to suppliers, in particular if it does not honour chequesand bills of exchange that are due for payment.

## 28.2                 Shouldthe ***Premium Client***’s bookkeeping nolonger comply with the contractual requirements, ***CF*** will notify the ***PremiumClient***thereof and require it to rectify the situation within aspecified period.  If the ***Premium Client*** fails to comply withthis requirement within such period, ***CF*** shallhave a right of extraordinary termination of this Contract.

## 28.3                 Inthe event of termination under Clause 28.1, Clause 27.3 shall apply *mutatis mutandis*.

# ***29.******       Otherintegral parts of this Contract***

## Schedules 1-3 to this Contract are integralparts of this Contract.

# ***30.******       Placeof performance and place of jurisdiction***

Tothe legally permissible extent, the place of performance and place ofjurisdiction for all disputes arising from this Contract shall be Mainz.

# ***31.******       Applicablelaw***

Theapplication of German law to this Contract and to all disputes arising from theperformance of this PLAF Contract is agreed.

# ***32.******       Severability***

Shouldany of the provisions of this Contract or its Schedules be or become invalid inwhole or in part, this shall not affect the validity of the remaining provisions.  This shall apply in particular where theinvalidity affects only individual receivables or parts thereof.  The invalid provision shall be replaced by aprovision which is legally valid and comes as close as possible to the intendedeconomic purpose of the invalid provision. Should any transactions *in rem*(*dingliche Geschäfte*) (assignmentof claims and expectancies, transfers of ownership) be ineffective, thecontracting parties, to the legally permissible extent, shall be obliged totreat such transactions in the internal relationship as if they wereeffective.  In addition, they are obligedto conclude the transaction 

 

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                      Page24 of 25*

----

*in rem* without delay, taking into the account anyrequirements left out of account before.

 
| Coface Finanz GmbH  Isaac-Fulda-Allee 5   55124 Mainz |   | GRACE GmbH & Co. KG  In der Hollerhecke 1  67547 Worms |
|-------------------------------------------------------|--------|------------------------------------------------------------|
|                                                  |   |                                                       |
|                                                  |   |                                                       |
| Mainz, [date]                                         |   | Worms, [date]                                              |

 

 

 

 

***P****remium **L**arge **A**ccounts**F**inancing:Contract                                                                                                       Page25 of 25*

 

----