EX-10.1






Exhibit 10.1




Private & Confidential




Dated
19th August 2009




	 	 	 	 	 	 
	 	D&Z HOLDING GMBH
	 	 	 	 
	 	as the Parent

	 	 	(1	)
	 	 
	 	 	 	 
	 	ZELLSTOFF-UND PAPIERFABRIK
	 	 	 	 
	 	ROSENTHAL GMBH
	 	 	 	 
	 	as Original Borrower

	 	 	(2	)
	 	 
	 	 	 	 
	 	D&Z Beteiligungs GmbH and ZPR Logistik GmbH
	 	 	 	 
	 	as Original Guarantors

	 	 	(3	)
	 	 
	 	 	 	 
	 	and
	 	 	 	 
	 	 
	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG
	 	 	 	 
	 	as Arranger, Agent, Security Agent,
	 	 	 	 
	 	Original Lender and Issuing Bank

	 	 	(4	)






 






REVOLVING

CREDIT FACILITY AGREEMENT

in the amount of

EURO 25,000,000






 






 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	SECTION 1 - INTERPRETATION
	 	 	2	 
	 
	 	 	 	 
	1 Definitions and interpretation
	 	 	2	 
	 
	 	 	 	 
	SECTION 2 - THE FACILITY
	 	 	20	 
	 
	 	 	 	 
	2 The Facility
	 	 	20	 
	 
	 	 	 	 
	3 Purpose
	 	 	21	 
	 
	 	 	 	 
	4 Conditions of Utilisation
	 	 	21	 
	 
	 	 	 	 
	SECTION 3 - UTILISATION
	 	 	22	 
	 
	 	 	 	 
	5
Utilisation - Loans
	 	 	22	 
	 
	 	 	 	 
	6
Utilisation - Bank Guarantees
	 	 	23	 
	 
	 	 	 	 
	7 Bank Guarantees
	 	 	25	 
	 
	 	 	 	 
	8 Intentionally Deleted
	 	 	27	 
	 
	 	 	 	 
	SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION
	 	 	28	 
	 
	 	 	 	 
	9 Repayment
	 	 	28	 
	 
	 	 	 	 
	10 Prepayment and cancellation
	 	 	28	 
	 
	 	 	 	 
	SECTION 5 - COSTS OF UTILISATIONS
	 	 	31	 
	 
	 	 	 	 
	11 Interest
	 	 	31	 
	 
	 	 	 	 
	12 Interest Periods
	 	 	32	 
	 
	 	 	 	 
	13 Changes to the calculation of interest
	 	 	32	 
	 
	 	 	 	 
	14 Fees
	 	 	33	 
	 
	 	 	 	 
	SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS
	 	 	35	 
	 
	 	 	 	 
	15 Tax gross up and indemnities
	 	 	35	 
	 
	 	 	 	 
	16 Increased costs
	 	 	37	 
	 
	 	 	 	 
	17 Other indemnities
	 	 	38	 
	 
	 	 	 	 
	18 Mitigation by the Lenders
	 	 	39	 
	 
	 	 	 	 
	19 Costs and expenses
	 	 	39	 





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	Clause	 	Page	 
	SECTION 7 - GUARANTEE
	 	 	41	 
	 
	 	 	 	 
	20 Guarantee (Selbstschuldnerische Bürgschaft)
	 	 	41	 
	 
	 	 	 	 
	SECTION 8 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
	 	 	45	 
	 
	 	 	 	 
	21 Representations
	 	 	45	 
	 
	 	 	 	 
	22 Information undertakings
	 	 	49	 
	 
	 	 	 	 
	23 Financial covenants
	 	 	53	 
	 
	 	 	 	 
	24 General undertakings
	 	 	55	 
	 
	 	 	 	 
	25 Events of Default
	 	 	62	 
	 
	 	 	 	 
	SECTION 9 - CHANGES TO PARTIES
	 	 	67	 
	 
	 	 	 	 
	26 Changes to the Lenders
	 	 	67	 
	 
	 	 	 	 
	27 Changes to the Obligors
	 	 	70	 
	 
	 	 	 	 
	SECTION 10 - THE FINANCE PARTIES
	 	 	71	 
	 
	 	 	 	 
	28 Role of the Agent, the Arranger, the Issuing Bank and others
	 	 	71	 
	 
	 	 	 	 
	29 Conduct of business by the Finance Parties
	 	 	76	 
	 
	 	 	 	 
	30 Sharing among the Finance Parties
	 	 	76	 
	 
	 	 	 	 
	SECTION 11 - ADMINISTRATION
	 	 	78	 
	 
	 	 	 	 
	31 Payment mechanics
	 	 	78	 
	 
	 	 	 	 
	32 Set-off
	 	 	80	 
	 
	 	 	 	 
	33 Notices
	 	 	80	 
	 
	 	 	 	 
	34 Calculations and certificates
	 	 	81	 
	 
	 	 	 	 
	35 Partial invalidity
	 	 	82	 
	 
	 	 	 	 
	36 Remedies and waivers
	 	 	82	 
	 
	 	 	 	 
	37 Amendments and waivers
	 	 	82	 
	 
	 	 	 	 
	38 Counterparts
	 	 	83	 
	 
	 	 	 	 
	39 Statute of limitations (Verjährung)
	 	 	83	 
	 
	 	 	 	 
	40 Money laundering
	 	 	83	 
	 
	 	 	 	 
	SECTION 12 - GOVERNING LAW AND ENFORCEMENT
	 	 	84	 
	 
	 	 	 	 
	41 Governing law
	 	 	84	 





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	Clause	 	Page	 
	42 Jurisdiction
	 	 	84	 
	 
	 	 	 	 
	Schedule 1 The Original Parties
	 	 	85	 
	 
	 	 	 	 
	Schedule 2 Conditions precedent
	 	 	87	 
	 
	 	 	 	 
	Schedule 3 Utilisation Request
	 	 	91	 
	 
	 	 	 	 
	Schedule 4 Mandatory Cost Formulae
	 	 	92	 
	 
	 	 	 	 
	Schedule 5 Form of Assignment and Assumption Certificate
	 	 	94	 
	 
	 	 	 	 
	Schedule 6 Form of Accession Letter
	 	 	96	 
	 
	 	 	 	 
	Schedule 7 Form of Resignation Letter
	 	 	97	 
	 
	 	 	 	 
	Schedule 8 Form of Compliance Certificate
	 	 	98	 
	 
	 	 	 	 
	Schedule 9 Existing Security
	 	 	99	 
	 
	 	 	 	 
	Schedule 10 Existing Indebtedness
	 	 	100	 
	 
	 	 	 	 
	Schedule 11 Structure
	 	 	102	 
	 
	 	 	 	 
	Schedule 12 Timetables
	 	 	103	 
	 
	 	 	 	 
	Schedule 13 Existing Bank Guarantees
	 	 	104	 






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THIS AGREEMENT is made on 19th August 2009




BETWEEN





	(1)	 	D&Z HOLDING GMBH, a limited liability company incorporated under the laws of the Federal
Republic of Germany (Gesellschaft mit beschränkter Haftung), having its registered seat at
Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the
commercial register (Amtsgericht) of Jena, number HRB 210435 (the “Parent”);
	 
	(2)	 	ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH , a limited liability company incorporated under
the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung,) having
its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and
registered in the commercial register (Amtsgericht) of Jena, number HRB 209855 (the “Original
Borrower” or “ZPR”);
	 
	(3)	 	D&Z BETEILIGUNGS GMBH, a limited liability company incorporated under the laws of the Federal
Republic of Germany (Gesellschaft mit beschränkter Haftung) having its registered seat at
Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the
commercial register (Amtsgericht) of Jena, number HRB 210443, an Original Guarantor or (“D&Z
Beteiligung”);
	 
	(4)	 	ZPR LOGISTIK GMBH, a limited liability company incorporated under the laws of the Federal
Republic of Germany (Gesellschaft mit beschränkter Haftung) having its registered seat at
Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the
commercial register (Amtsgericht) of Jena, number HRB 207851, an Original Guarantor or (“ZPR
Logistik”);
	 
	(5)	 	BAYERISCHE HYPO-UND VEREINSBANK AG, having its office at Arabellastrasse 14, 81925 Munich,
Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Munich,
number HRB 42148 (the “Arranger”) or “HVB”;
	 
	(6)	 	BAYERISCHE HYPO-UND VEREINSBANK AG (the “Agent” and “Security Agent”);
	 
	(7)	 	BAYERISCHE HYPO-UND VEREINSBANK AG (the “Original Lender”); and
	 
	(8)	 	BAYERISCHE HYPO UND VEREINSBANK AG as issuing bank (the “Issuing Bank”).





(together referred to as the “Parties”).




WHEREAS





	(A)	 	ZPR was established on 2nd January 2008 as a result of a merger between Zellstoff
und Papierfabrik Rosenthal GmbH & Co KG and ZPR Geschäftsführungs GmbH.
	 
	(B)	 	ZPR operates an ISO 9002 certified pulp mill for the production of northern bleached softwood
kraft pulp located in Blankenstein, Thüringen, Federal Republic of Germany which has been
financed through certain credit facilities.
	 
	(C)	 	The Existing Indebtedness (as defined below) will be discharged (erfüllt) through the
Refinancing (as defined below).
	 
	(D)	 	The Original Lender has agreed to provide the Borrower (as defined below) with the Facility
(as defined below) subject to the terms and conditions set out below.





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	(E)	 	Each of the Parent and the Borrower acknowledges that the Facility will initially be provided
by the Original Lender, but that the Original Lender may elect to syndicate the Facility.





IT IS AGREED as follows:




SECTION 1

INTERPRETATION





	1	 	Definitions and interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of
Accession Letter);
	 
	 	 	“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formulae);
	 
	 	 	“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance
with clause 27 (Changes to the Obligors);
	 
	 	 	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company;
	 
	 	 	“Assignment and Assumption Certificate” means a certificate substantially in the form set out
in Schedule 5 (Form of Assignment and Assumption Certificate) or any other form agreed
between the Agent and the Borrower;
	 
	 	 	“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration;
	 
	 	 	“Availability Period” means the period from and including the date of this Agreement to and
including the date falling one month before the Termination Date;
	 
	 	 	“Available Cash” means all cash, cash equivalents and securities held by any member of the
ZPR Group (other than the Borrower) on the date of execution of this Revolving Credit
Facility Agreement whether in the Shareholder Distribution Account or otherwise;
	 
	 	 	“Available Commitment” means a Lender’s Commitment minus:






	 	(a)	 	the amount of its participation in any outstanding Utilisations; and
	 
	 	(b)	 	in relation to any proposed Utilisation, the amount of its participation in any
Utilisation that are due to be made on or before the proposed Utilisation Date,






other than that Lender’s participation in any Utilisation that are due to be repaid or prepaid
on or before the proposed Utilisation Date;




“Available Facility” means the aggregate for the time being of each Lender’s Available
Commitment;




“Bank Guarantee” means a Bank Guarantee (selbstschuldnerische Bürgschaft) or any other form
of guarantee or letter of credit in a form agreed by the Issuing Bank, the Borrower and the
Agent and includes each Existing Bank Guarantee;




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“Borrower” means the Original Borrower and any successor in title to the Original Borrower
pursuant to a succession of title;




“Break Costs” means the amount (if any) by which:




	 	(a)	 	the interest which a Lender should have received for the period from the date of
receipt of all or any part of its participation in a Utilisation or Unpaid Sum to the
last day of the current Interest Period in respect of that Utilisation or Unpaid Sum, had
the principal amount or Unpaid Sum received been paid on the last day of that Interest
Period;
	 
	 	 	 	exceeds:
	 
	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount equal to
the principal amount or Unpaid Sum received by it on deposit with a leading bank in the
Relevant Interbank Market for a period starting on the Business Day following receipt or
recovery and ending on the last day of the current Interest Period;






“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in London, Munich, New York and:




	 	(a)	 	(in relation to any date for payment or purchase of a currency other than EURO) the
principal financial centre of the country of that currency; or
	 
	 	(b)	 	(in relation to any date for payment or purchase of EURO) any TARGET Day;






“Calculation Date” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Cash Flow” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Change of Control” means if:




	 	(a)	 	the Ultimate Parent ceases to Control the Parent;
	 
	 	(b)	 	the Ultimate Parent ceases to Control the Borrower; or
	 
	 	(c)	 	any other person or group of persons acting in concert gains direct or indirect
Control of the Parent and the Borrower (or any of them);






For the purposes of this definition, “acting in concert” means, a group of persons who,
pursuant to an agreement or understanding (whether formal or informal), actively co-operate,
through the acquisition of shares or partnership interests in a person, either directly or
indirectly, to obtain or consolidate Control of such person;




“Closing Date” means the date on which the Agent gives notice to the Borrower under clause
4.1 (Initial conditions precedent);




“Commitment” means:




	 	(a)	 	in relation to an Original Lender, the amount set opposite its name under the
heading “Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of
any other Commitment transferred to it under this Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount of any Commitment transferred to it
under this Agreement,






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to the extent not cancelled, reduced or transferred by it under this Agreement;




“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8
(Form of Compliance Certificate);




“Conditions Governing Guarantees” means the terms and conditions (i) under which the Existing
Bank Guarantees have been issued, (ii) under which the Bank Guarantees will be issued and
(iii) which shall govern the Surviving Guarantees after the Termination Date;




“Control” means the direct or indirect power (whether by way of ownership of shares, proxy,
contract, agency or otherwise) to:




	 	(a)	 	cast, or control the casting of, 51 per cent or more of the maximum number of
votes that might be cast at a general meeting of such body corporate or another entity;
or
	 
	 	(b)	 	appoint or remove all, or the majority, of the partners, directors, management
board members, or other equivalent officers of such body corporate; or
	 
	 	(c)	 	give directions with respect to the operating and financial policies of such body
corporate or another entity with which the partners, directors, management board
members, or other equivalent officers of such body corporate are obliged to comply;
and/or






the holding of 51 per cent or more of the issued share capital of such body corporate or
holding the post of managing partner of a limited partnership or legal partnership (excluding
any part of that issued share capital that carries no right to participate beyond a specified
amount in a distribution of either profits or capital) and “Controlled” shall be construed
accordingly;




“Current Assets” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Current Liabilities” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Current Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Dangerous Substance” means any chemical, biological, industrial, toxic, contaminant,
explosive, radioactive, hazardous or dangerous emissions, noise and any natural or artificial
substance (in whatever form) including asbestos, oil, petroleum, warfare agents (Kampfstoffe)
other waste and any genetically modified organism the generation, transportation, storage,
treatment, use or disposal of which (whether alone or in combination with any other
substance) gives rise to a risk of causing harm to man or any other living organism or
damaging the Environment or public health or welfare or gives rise to the reduction of the
value or use of at any site owned, leased, occupied or used by any member of the ZPR Group
when applying the latest technical and scientific standards or requires remediation under
Environmental Law, in each case including any controlled, special, hazardous, toxic,
radioactive or dangerous waste;




“Default” means an Event of Default or any event or circumstance specified in clause 25
(Events of Default) which would (with the expiry of a grace period, the giving of notice, the
making of any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default;




“Domination Agreements” means:




	 	(a)	 	the domination and profit and loss absorption agreement (Beherrschungs- und
Gewinnabführungsvertrag) entered into on 7 May 1999 between ZPR Logistik (as the
dominated company (beherrschte Gesellschaft)) and ZPR, and







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the profit and loss absorption agreement (Gewinnabführungsvertrag) entered into on 12 July
2004 (as amended on 8 November 2004) between ZPR and D&Z Beteiligung;




“EBITDA” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“ECA Loan Agreement” means the loan agreement dated 19th August 2009 between ZPR
and HVB in the amount of €4,226,015.84




“Environment” means all, or any of, the following media: the air (including the air within
buildings and the air within other natural or man-made structures above or below ground, such
as soil-vapor), water (including ground and surface water, coastal or inland waters,
acquifers, leachates, pipes, drains and sewers) and land (including buildings and other
structures in, on or under it and any surface and sub-surface soil) and human health or
safety, living organism and ecological systems;




“Environmental Claim” means any claim by any person:




	 	(a)	 	in respect of any loss or liability suffered or incurred by that person as a result
of or in connection with any violation of Environmental Law; or
	 
	 	(b)	 	that arises as a result of or in connection with Environmental Contamination and
that could give rise to any remedy or penalty (whether interim or final) that may be
enforced or assessed by private or public legal action or administrative order or
proceedings;






“Environmental Contamination” means each of the following and their consequences:




	 	(a)	 	any release, discharge, emission, leakage or spillage of any Dangerous Substance at
or from any site owned, leased, occupied or used by any member of the ZPR Group into any
part of the Environment; or
	 
	 	(b)	 	any accident, fire, explosion or sudden event at any site owned, leased, occupied
or used by any member of the ZPR Group which is directly or indirectly caused by or
attributable to any Dangerous Substance; or
	 
	 	(c)	 	any other pollution of the Environment;






other than those in compliance with Environmental Law or any Environmental Licence;




“Environmental Law” means all regulations (including the applicable World Bank Environmental
Health and Safety Guidelines and the “Equator Principles”), agreements with the authorities
and the like having legal effect concerning the protection of, or the prevention of damage
to, human health, the Environment, the conditions of the work place or the generation,
transportation, storage, treatment or disposal of Dangerous Substances or the regulation or
control of Dangerous Substances or Environmental Contamination or the provision of remedies
in relation to harm or damage to the Environment;




“Environmental Licence” means any permit and other Authorisation and the filing of any
notification, report or assessment required under any Environmental Law for the operation of
the business of any member of the ZPR Group conducted on or from any site owned, leased,
occupied or used by any member of the ZPR Group;




“Environmental & Technical Adviser” means Jaakko Pöyry (JP Management Consulting (Europe) OY,
Vantaa, Finland) and its successors as advisers to the Lenders in relation to technical and
environmental issues appointed by the Agent;




“EURIBOR” means, in relation to any Loan in EURO:




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	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	(if no Screen Rate is available for the Interest Period of that Loan) the
arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the
Agent at its request quoted by the Reference Banks to leading banks in the European
interbank market,






as of the Specified Time on the Quotation Day for the offering of deposits in EURO for a
period comparable to the Interest Period of the relevant Loan.




“Event of Default” means any event or circumstance specified as such in clause 25 (Events of
Default);




“Existing Bank Guarantee” means each guarantee issued by the Issuing Bank before the Closing
Date to the beneficiary of such Bank Guarantee, each of which is set out in Schedule 13
(Existing Bank Guarantees);




“Existing Indebtedness” means the Indebtedness of the ZPR Group set out in Schedule 10
(Existing Indebtedness);




“Existing Security” means the Security of the ZPR Group set out in Schedule 9 (Existing
Security);




“Expiry Date” means, in relation to any Bank Guarantee, the date on which the maximum
aggregate liability under that Bank Guarantee is to be reduced to zero;




“Facility” means the revolving loan facility made available under this Agreement as described
in clause 2 (The Facility);




“Facility Office” means the office or offices notified by a Lender to the Agent in writing on
or before the date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will perform its
obligations under this Agreement;




“Fee Letter” means a letter dated on or about the date of this Agreement between the Arranger
and the Original Borrower or the Agent and the Original Borrower or the Issuing Bank and the
Original Borrower setting out any of the fees referred to in clause 14 (Fees);




“Finance Document” means:




	 	(a)	 	this Agreement;
	 
	 	(b)	 	the ECA Loan Agreement;
	 
	 	(c)	 	an Assignment and Assumption Certificate;
	 
	 	(d)	 	a Bank Guarantee;
	 
	 	(e)	 	each Fee Letter;
	 
	 	(f)	 	each Hedging Agreement;
	 
	 	(g)	 	the Hedging Strategy Letter;
	 
	 	(h)	 	each Security Document;
	 
	 	(i)	 	the Security Pooling Agreement;






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	 	(j)	 	the Shareholders’ Undertaking Agreement; and
	 
	 	(k)	 	any other document agreed to be a “Finance Document” by both the Agent and the
Borrower;






“Finance Party” means the Agent, the Arranger, the Security Agent, the Issuing Bank, the
Hedging Bank or a Lender;




“Financial Indebtedness” means any indebtedness for or in respect of:




	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility or
dematerialised equivalent;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;
	 
	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract which
would, in accordance with GAAP, be treated as a finance lease, capital lease or operating
lease;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they are
sold on a non-recourse basis);
	 
	 	(f)	 	any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
	 
	 	(g)	 	any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of any
derivative transaction, only the marked to market value shall be taken into account);
	 
	 	(h)	 	any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary bank guarantee or any other instrument issued by a bank or
financial institution; and
	 
	 	(i)	 	the amount of any liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to (h) above;






“Fiscal Unity Agreements” means the Domination Agreements;




“GAAP” means generally accepted accounting principles in the Federal Republic of Germany;




“German Obligor” means any Obligor that is incorporated or established (as the case may be)
in the Federal Republic of Germany;




“Guarantee Amount” means:




	 	(a)	 	each sum paid, or due and payable, by the Issuing Bank to the beneficiary of a Bank
Guarantee pursuant to the terms of that Bank Guarantee; and
	 
	 	(b)	 	all liabilities, costs (including any costs incurred in funding any amount which
falls due from the Issuing Bank under a Bank Guarantee), claims, losses and expenses
which the Issuing Bank incurs or sustains in connection with or arising out of a Bank
Guarantee,






in each case which has not been reimbursed pursuant to clause 9.2 (Borrower’s indemnity to
the Issuing Bank);





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“Guarantee Proportion” means, in relation to a Lender in respect of any Bank Guarantee and
save as otherwise provided in this Agreement, the proportion (expressed as a percentage)
borne by that Lender’s Available Commitment to the Available Facility immediately prior to
the issue of that Bank Guarantee;




“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to
be a Guarantor in accordance with clause 27 (Changes to the Obligors);




“Hedging Agreements” means the agreements to be concluded in relation to any Treasury
Transaction entered into under the Hedging Master Agreement in accordance with the Hedging
Strategy;




“Hedging Bank” means Bayerische Hypo- und Vereinsbank AG;




“Hedging Master Agreement” means any Master Agreement for Financial Derivatives Transactions
(Rahmenvertrag für Finanztermingeschäfte) entered into between the Original Borrower and the
Hedging Bank;




“Hedging Strategy” means the strategy agreed between the Borrower and the Arranger for the
hedging of the interest, currency or pulp price risks of the Borrower in accordance with the
Hedging Strategy Letter;




“Hedging Strategy Letter” means the letter dated on or about the date of this Agreement
between the Hedging Bank and the Original Borrower setting out the Hedging Strategy;




“Holding Company” means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary;




“Insurances” means any and all of the contracts of insurance and reinsurance that the
Borrower is required to procure and maintain;




“Interest Cover Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Interest Expense” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Interest Period” means, in relation to a Loan, each period determined in accordance with
clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with clause 11.3 (Default interest);




“Interest Receivable” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Joint Venture” means any joint venture entity, whether a company, unincorporated firm,
undertaking, association, joint venture or partnership (limited or otherwise) or any other
entity;




“Lender” means:




	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any bank, financial institution, trust, fund or other entity which has become a
Party in accordance with clause 26 (Changes to the Lenders),






which in each case has not ceased to be a Party in accordance with the terms of this
Agreement;




“Leverage Ratio” has the meaning ascribed to it in clause 23.1 (Financial definitions);





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“LIBOR” means, in relation to any Loan:




	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	(if no Screen Rate is available for the currency or Interest Period of that Loan)
the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to
the Agent at its request quoted by the Reference Banks to leading banks in the London
interbank market,






as of the Specified Time on the Quotation Day for the offering of deposits in the currency of
that Loan and for a period comparable to the Interest Period for that Loan;




“Loan” means a loan made or to be made under the Facility or the principal amount outstanding
for the time being of that loan;




“Majority Lenders” means:




	 	(a)	 	until the Total Commitments have been reduced to zero, a Lender or Lenders whose
Commitments aggregate more than 662/3 per cent of the Total
Commitments (or, if the Total Commitments have been reduced to zero and there are no
Utilisations then outstanding, aggregated more than 662/3 per cent
of the Total Commitments immediately prior to the reduction); or
	 
	 	(b)	 	at any other time, a Lender or Lenders whose participations in the Utilisations
then outstanding aggregate more than 662/3 per cent of all the
Utilisations then outstanding;






“Management Fee Agreement” means the strategic, marketing and sales agreement entered into on
1 January 2000 between ZPR and the Ultimate Parent as amended from time to time;




“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance
with Schedule 4 (Mandatory Cost Formulae);




“Margin” means 3.50 per cent. per annum;




“Material Adverse Effect” means an event, occurrence or condition which has materially
impaired or which will materially impair (as compared with the situation which would have
prevailed but for such event, occurrence or condition):




	 	(a)	 	the business, operation, property and financial condition of the Borrower and the
other Obligors taken as a whole and as a result, the ability of the Borrower to perform
any of its obligations under the Finance Documents; or
	 
	 	(b)	 	the validity or enforceability of the Finance Documents;






“Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:




	 	(a)	 	if the numerically corresponding day is not a Business Day, that period shall end
on the next Business Day in that calendar month in which that period is to end if there
is one, or if there is not, on the immediately preceding Business Day; and
	 
	 	(b)	 	if there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that calendar month;






The above rules will only apply to the last Month of any period.





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“Net Debt” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Obligations” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Obligor” means the Borrower or a Guarantor;




“Operating Costs” means any cost incurred in respect of any payment, whether directly or by
way of set-off or otherwise, of assets of an Obligor in relation to:




	 	(a)	 	any marketing sales fees in respect of pulp sales payable by the Borrower to the
Ultimate Parent in accordance with the Management Fee Agreement (in its form at the date
of this Agreement); and
	 
	 	(b)	 	any other operating cost and expenses reasonably incurred in the ordinary course
of business;






“Original Financial Statements” means the financial statements in respect of the entities in
Schedule 11 (Structure) for the period ended 31st December 2008;




“Original Guarantors” means the parties listed under the heading “Original Guarantors” in
Part I of Schedule 1 (The Original Parties);




“Original Obligor” means the Original Borrower or an Original Guarantor;




“Participating Member State” means any member state of the European Union that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European Union
relating to the European Economic and Monetary Union;




“Party” means a party to this Agreement;




“Permitted Encumbrances” means:




	 	(a)	 	any Permitted Security except to the extent the principal amount secured by that
Security exceeds the amount stated in part B of Schedule 9 (Existing Security);
	 
	 	(b)	 	any lien arising by operation of law or in the ordinary course of trading;
	 
	 	(c)	 	any Security arising by operation of any retention of title agreement entered
into in the ordinary course of trading;
	 
	 	(d)	 	any Security over assets in connection with operating lease agreements having,
when taken together with any Permitted Security set out in paragraph (a) above, an
aggregate contract value of EUR 10,000,000 at any time;
	 
	 	(e)	 	any Security over or affecting any asset acquired by a member of the ZPR Group
after the date of this Agreement if:






	 	(i)	 	the Security was not created in contemplation of the acquisition of
that asset by a member of the ZPR Group;
	 
	 	(ii)	 	the principal amount secured has not been increased in
contemplation of, or since the acquisition of that asset by a member of the ZPR
Group; and
	 
	 	(iii)	 	the Security is removed or discharged within 3 Months of the date
of acquisition of such asset;






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	 	(f)	 	any Security over or affecting any asset of any company which becomes a member of
the ZPR Group after the date of this Agreement, where the Security is created prior to
the date on which that company becomes a member of the ZPR Group, if:






	 	(i)	 	the Security was not created in contemplation of the acquisition of
that company;
	 
	 	(ii)	 	the principal amount secured has not increased in contemplation of
or since the acquisition of that company; and
	 
	 	(iii)	 	the Security is removed or discharged within 3 Months of that
company becoming a member of the ZPR Group;






	 	(g)	 	any Transaction Security; or
	 
	 	(h)	 	any Security securing any Financial Indebtedness permitted in accordance with
paragraph (g) of the definition of Permitted Indebtedness.
	 
	 	“Permitted Indebtedness” means any:
	 
	 	(a)	 	any Existing Indebtedness set out in part B of Schedule 10 (Existing
Indebtedness);
	 
	 	(b)	 	Financial Indebtedness incurred under, or as expressly permitted by, the
Transaction Documents;
	 
	 	(c)	 	Financial Indebtedness incurred under the hedging transactions contemplated by
the Hedging Strategy and documented by the Hedging Agreements;
	 
	 	(d)	 	Financial Indebtedness incurred as Subordinated Liabilities by the Borrower, or
if made available to any other Obligor than the Borrower, to the extent on-lent or
otherwise passed on to the Borrower, which is legally and structurally subordinated to
any liabilities (including contingent liabilities) of the Borrower and the relevant
Obligor under the Finance Documents in accordance with the Shareholders’ Undertaking
Agreement;
	 
	 	(e)	 	Financial Indebtedness incurred by the Borrower in the ordinary course of
business which does not exceed, when taken together with any Existing Indebtedness set
out in paragraph (a) above, in aggregate, EUR 20,000,000 (or the equivalent in any other
currency) at any time;
	 
	 	(f)	 	any other Financial Indebtedness permitted by the Majority Lenders from time to
time; and
	 
	 	(g)	 	any Financial Indebtedness the principal amount of which does not exceed EUR
5,000,000 (or its equivalent in another currency or currencies) at any time






“Permitted Transaction” means:




	 	(a)	 	the Refinancing;
	 
	 	(b)	 	any transaction contemplated by the Fiscal Unity Agreements;
	 
	 	(c)	 	transactions (other than the granting or creation of Security or the incurring or
permitting to subsist of Financial Indebtedness) conducted in the ordinary course of
trading on arm’s length terms; and






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	 	(d)	 	any other disposal required, Financial Indebtedness incurred, guarantee,
indemnity or Security given, or other transaction arising, under the Finance Documents
or as permitted by the Majority Lenders;






“Quotation Day” means, in relation to any period for which an interest rate is to be
determined:




	 	(a)	 	(if the currency is EURO) two TARGET Days before the first day of that period; or
	 
	 	(b)	 	(for any other currency) two Business Days before the first day of that period,






unless market practice differs in the Relevant Interbank Market for a currency, in which case
the Quotation Day for that currency will be determined by the Agent in accordance with market
practice in the Relevant Interbank Market (and if quotations would normally be given by
leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will
be the last of those days);




“Reduction Date” means any day on which a prepayment or cancellation in accordance with
clause 10 (Prepayment and cancellation) is to occur;




“Reduction Instalment” means the aggregate amount to be repaid or cancelled on any Reduction
Date;




“Reference Banks” means, in relation to LIBOR, the principal London offices of Bayerische
Hypo- und Vereinsbank AG, Commerzbank AG and Deutsche Bank AG and, in relation to EURIBOR,
the principal office in Munich of Bayerische Hypo- und Vereinsbank AG and of the principal
offices in Frankfurt am Main of Commerzbank AG and Deutsche Bank AG or such other banks as
may be appointed by the Agent in consultation with the Borrower;




“Refinancing” means the discharge (Erfüllung) of the Existing Indebtedness from the proceeds
of:




	 	(i)	 	cash on hand of the Borrower; and
	 
	 	(j)	 	a draw down under the Facility (as defined below) of not more than EUR
15,000,000;






“Relevant Interbank Market” means in relation to EURO, the European interbank market and, in
relation to any other currency, the London interbank market;




“Relevant Undertaking” has the meaning given to it in clause 24.26 (Limitations of
undertakings);




“Renewal Request” means a written notice delivered to the Agent in accordance with clause 6.6
(Renewal of a Bank Guarantee);




“Repeating Representations” means each of the representations set out in clause 21.2
(Status), clause 21.3 (Binding obligations), clause 21.4 (Non-conflict with other
obligations), clause 21.5 (Power and authority), clause 21.6 (Validity and admissibility in
evidence), clause 21.7 (Governing law and enforcement), clause 21.10 (No default), clause
21.11.2 (No misleading information), clause 21.12.1 and clause 21.12.2 (Financial
statements), clause 21.13 (Pari passu ranking) and clause 21.16 (Good title to assets);




“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of
Resignation Letter);




“Rollover Utilisation” means one or more Utilisations:




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	 	(a)	 	made or to be made on the same day that (i) a maturing Loan is due to be repaid or
(ii) the Borrower is obliged to pay to the Agent for the Issuing Bank the amount of any
claim under a Bank Guarantee;
	 
	 	(b)	 	the aggregate amount of which is equal to or less than (i) the maturing Loan or
(ii) the amount of the claim under the Bank Guarantee;
	 
	 	(c)	 	in the same currency as (i) the maturing Loan (unless it arose as a result of the
operation of clause Error! Reference source not found. (Unavailability of a currency) or
(ii) the claim under the Bank Guarantee; and
	 
	 	(d)	 	made or to be made to the Borrower for the purpose of (i) refinancing a maturing
Loan or (ii) satisfying the obligations of the Borrower to pay the amount of a claim
under the Bank Guarantee to the Agent for the Issuing Bank;






“Screen Rate” means:




	 	(a)	 	in relation to LIBOR, the British Bankers Association Interest Settlement Rate
for the relevant currency and period; and
	 
	 	(b)	 	in relation to EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union for the relevant period,






displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or
service ceases to be available, the Agent may specify another page or service displaying the
appropriate rate after consultation with the Borrower and the Lenders;




“Security” means a mortgage, charge, pledge, lien, assignment by way of security, guarantee,
parallel debt obligation or other security interest securing any obligation of any person or
any other agreement or arrangement having a similar effect;




“Security Documents” means:




	 	(a)	 	German law global assignment agreement (Globalzession) between the Borrower and
the Security Agent;
	 
	 	(b)	 	German law transfer of assets by way of security (Raumsicherungsübereignung)
between the Borrower and the Security Agent;
	 
	 	(c)	 	German law pledge of bank accounts (Kontenverpfändung) between the Borrower and
the Security Agent; and
	 
	 	(d)	 	German law pledge of claims under the Hedging Agreements (Verpfändung) between
the Borrower and the Security Agent; and
	 
	 	(e)	 	any other document agreed to be a “Security Document” by both the Agent and the
Borrower;






“Security Pooling Agreement” means the security pooling agreement entered into on or about
the date of this Agreement between, inter alia, the Agent, the Security Agent, the Hedging
Bank, the Original Lender and the Original Obligors;




“Shareholder Distribution Account” the account named “Shareholder Distribution Account” held
by the Borrower with Bayerische Hypo- und Vereinsbank AG;




“Shareholder Loan Agreements” means:





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	 	(a)	 	the shareholder agreement in the agreed form for the aggregate amount of USD
150,000,000 entered into on February 9, 2005 between the Ultimate Parent as lender and
D&Z Beteiligung as the borrower;
	 
	 	(b)	 	the shareholder agreement in the agreed form for the aggregate amount of USD
150,000,000 entered into on February 9, 2005 between D&Z Beteiligung as lender and ZPRG
as the borrower; and
	 
	 	(c)	 	the shareholder agreement in the agreed form for the aggregate amount of USD
150,000,000 entered into on February 9, 2005 between ZPRG as lender and ZPR KG as the
borrower;






as amended from time to time.




and any other document, entered into on substantially the same terms as the Shareholder Loan
Agreements and agreed to be a “Shareholder Loan Agreement” by both the Agent and the
Borrower;




“Shareholders’ Undertaking Agreement” means the shareholders’ undertaking agreement entered
into on 19th August 2009 between, inter alia, the Ultimate Parent, the Security
Agent, the Parent, and the Original Borrower;




“Specified Time” means a time determined in accordance with Schedule 12 (Timetables);




“Subordinated Agreements” means any instruments under which Subordinated Liabilities arise or
are regulated (including the Shareholder Loan Agreements);




“Subordinated Creditor” means the Ultimate Parent, the Parent (as a creditor in respect of
Subordinated Debt) and each other person to whom a member of the ZPR Group owes Subordinated
Liabilities and that is from time to time party to the Shareholders’ Undertaking Agreement as
a Subordinated Creditor and any other person, not being a member of the ZPR Group, that may
from time to time hold shares in any member of the ZPR Group;




“Subordinated Debt” means any debt incurred by a member of the ZPR Group pursuant to a
Shareholder Loan Agreement including interest and accrued interest;




“Subordinated Liabilities” means all or any (as the context may require) of any and all
obligations for the payment or repayment of money, whether as principal or as surety and
whether present or future, actual or contingent, but excluding any obligations for the
payment or repayment of Operating Costs, of any member of the ZPR Group to the Subordinated
Creditors on any account whatsoever including any Subordinated Debt and the share capital of
any member of the ZPR Group;




“Subsidiary” means companies which are dependent enterprises of the relevant Holding Company,
or any company in respect of which such term is used, within the meaning of Sec. 17 German
Stock Corporation Act and subsidiaries within the meaning of Sec. 290 German Commercial Code
(but for the purpose of the definition of “ZPR Group”, excluding Dresden Papier);




“Surviving Bank Guarantee” has the meaning given to it in clause 7.2.5 (Claims under a Bank
Guarantee);




“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment
system;




“TARGET Day” means any day on which TARGET is open for the settlement of payments in EURO;




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“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same);




“Term” means, in relation to any Bank Guarantee, the period from its Utilisation Date until
its Expiry Date;




“Termination Date” means 31 December 2012.




“Total Commitments” means the aggregate of the Commitments, being EURO 25,000,000 at the date
of this Agreement;




“Transaction Documents” means the Finance Documents, the Shareholder Loan Agreements, any
other Subordinated Agreement, any Fiscal Unity Agreement, the Management Fee Agreement and
any other document agreed to be a “Transaction Document” by both the Agent and the Parent;




“Transaction Security” means the Security created or purported to be created under or
pursuant to the Security Documents or any other Finance Document;




“Transfer Date” means, in relation to a transfer, the later of:




	 	(a)	 	the proposed Transfer Date specified in the Assignment and Assumption
Certificate; and
	 
	 	(b)	 	the date on which the Agent executes the Assignment and Assumption Certificate;






“Treasury Transactions” means any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price;




“Ultimate Parent” means Mercer International Inc., a corporation organised under the laws of
the State of Washington, United States of America, having its office at 14009 Interurban
Avenue, Suite 282, Seattle, Washington 98168, United States of America;




“Unencumbered Cash” has the meaning ascribed to it in clause 23.1 (Financial definitions);




“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance
Documents;




“Utilisation” means a Loan or a Bank Guarantee;




“Utilisation Date” means, subject to clause 6.8 (Treatment of Existing Bank Guarantees), the
date on which a Utilisation is made;




“Utilisation Request” means a notice substantially in the form set out in Schedule 3
(Utilisation Request);




“VAT” shall be construed as a reference to value added tax and any other tax of a similar
nature which may be imposed from time to time in any relevant jurisdiction;




“ZPR Group” means the Parent and its Subsidiaries for the time being and “member of the ZPR
Group” shall be construed accordingly;




	1.2	 	Construction
	 
	1.2.1	 	Unless a contrary indication appears, any reference in this Agreement to:











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	 	(a)	 	the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any
“Guarantor”, the “Issuing Bank”, any “Lender”, any “Obligor” or any “Party” shall be
construed so as to include its successors in title, permitted assigns and permitted
transferees;
	 
	 	(b)	 	“assets” includes present and future properties, revenues and rights of
every description;
	 
	 	(c)	 	“assignment” means Abtretung;
	 
	 	(d)	 	“authorised signatory” means Geschäftsführer or Prokurist insofar as any
company incorporated or limited partnership established in the Federal Republic of
Germany is concerned;
	 
	 	(e)	 	“board of directors” means Geschäftsführung insofar as any company
incorporated or limited partnership established in the Federal Republic of Germany is
concerned;
	 
	 	(f)	 	“control” means the power to direct the management and policies of an
entity, whether through the ownership of voting capital, by contract or otherwise;
	 
	 	(g)	 	a reference to a “director” means Geschäftsführer insofar as any company
incorporated or limited partnership established in the Federal Republic of Germany is
concerned;
	 
	 	(h)	 	“disposal” or “dispose” means a sale, lease, licence, transfer or loan (but
not including by way of loan of money) or other disposal by a person of any asset,
undertaking or business (whether by a voluntary or involuntary single transaction or
series of transactions);
	 
	 	(i)	 	the “equivalent” of an amount specified in a particular currency (the
“specified currency amount”) shall be construed as a reference to the amount of the
other relevant currency which can be purchased with the specified currency amount
Agent’s Spot Rate of Exchange;
	 
	 	(j)	 	a “Finance Document” or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended or novated;
	 
	 	(k)	 	“gross negligence” means grobe Fahrlässigkeit;
	 
	 	(l)	 	“guarantee” means any guarantee, letter of credit, bond, indemnity or
similar assurance against loss including a third party security arrangement, or any
obligation, direct or indirect, actual or contingent, to purchase or assume any
indebtedness of any person or to make an investment in or loan to any person or to
purchase assets of any person where, in each case, such obligation is assumed in
order to maintain or assist the ability of such person to meet its indebtedness;
	 
	 	(m)	 	“including” means “including without limitation”;
	 
	 	(n)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(o)	 	a reference to a “limited partnership” means, insofar as it is established
under the laws of the Federal Republic of Germany, a GmbH & Co. KG;
	 
	 	(p)	 	“management” means Geschäftsführung insofar as any company incorporated or
limited partnership established in the Federal Republic of Germany is concerned;
	 
	 	(q)	 	references to something being in the “ordinary course of business” of a
person means in gewöhnlichem Geschäftsgang;






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	 	(r)	 	“pay”, “prepay” or “repay” in clause 24 (General undertakings) includes by
way of set-off, combination of accounts or otherwise;
	 
	 	(s)	 	a “person” includes any person, firm, company, corporation, government,
state or agency of a state or any association, trust or partnership (whether or not
having separate legal personality) or two or more of the foregoing;
	 
	 	(t)	 	“promptly” means unverzüglich;
	 
	 	(u)	 	a “regulation” includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;
	 
	 	(v)	 	“rights” include all rights, whether actual or contingent, present or
future, arising under contract or law;
	 
	 	(w)	 	the “share capital” of a company includes in the case of a partnership,
partnership interests and in any case includes any equity or other ownership
interest;
	 
	 	(x)	 	“trustee”, “fiduciary” and “fiduciary duty” has in each case the meaning
given to such term under applicable law;
	 
	 	(y)	 	“wilful default” and “wilful misconduct” means Vorsatz;
	 
	 	(z)	 	references (i) to the “winding up”, “dissolution”, or “administration” of a
person or (ii) to a “receiver” or “administrative receiver” in the context of
insolvency proceedings or security enforcement actions in respect of a person shall
be construed so as to include any equivalent or analogous proceedings or any
equivalent and analogous person or appointee (respectively) under the law of the
jurisdiction in which such person is established or incorporated or any jurisdiction
in which such person carries on business including (in respect of proceedings) the
seeking or occurrence of liquidation, winding up, reorganisation, dissolution,
administration, arrangement, adjustment, protection or relief of debtors;
	 
	 	(aa)	 	the Borrower “repaying” or “prepaying” a Bank Guarantee means:






	 	(i)	 	the Borrower providing cash cover for that Bank Guarantee;
	 
	 	(ii)	 	the maximum amount payable under the Bank Guarantee being reduced
in accordance with its terms; or
	 
	 	(iii)	 	the Issuing Bank being satisfied that it has no further liability
under that Bank Guarantee,






and the amount by which a Bank Guarantee is repaid or prepaid under
clause 1.2.1(aa)(i) and clause 1.2.1(aa)(ii) above is the amount of the relevant cash
cover or reduction;




	 	(bb)	 	the Borrower providing “cash cover” for a Bank Guarantee means the Borrower
paying an amount in the currency of the Bank Guarantee to an interest-bearing account
in the name of the Borrower and the following conditions are met:






	 	(i)	 	the account is with the Agent or the Issuing Bank (if the cash
cover is to be provided for all the Lenders) or with a Lender (if the cash cover
is to be provided for that Lender);






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	 	(ii)	 	withdrawals from the account may only be made to pay a Finance
Party amounts due and payable to it under this Agreement in respect of that Bank
Guarantee until no amount is or may be outstanding under that Bank Guarantee; and
	 
	 	(iii)	 	the Borrower has executed a security document, in form and
substance satisfactory to the Agent or the Finance Party with which that account
is held, creating a first ranking security interest over that account;






	 	(cc)	 	the Interest Period of a Bank Guarantee will be construed as a reference to
the Term of that Bank Guarantee;
	 
	 	(dd)	 	an amount borrowed includes any amount utilised by way of Bank Guarantee;
	 
	 	(ee)	 	a Utilisation made or to be made to the Borrower includes a Bank Guarantee
issued on its behalf;
	 
	 	(ff)	 	a Lender funding its participation in a Utilisation includes a Lender
participating in a Bank Guarantee;
	 
	 	(gg)	 	amounts outstanding under this Agreement include amounts outstanding under
or in respect of any Bank Guarantee;
	 
	 	(hh)	 	an outstanding amount of a Bank Guarantee at any time is the maximum amount
that is or may be payable by the Borrower in respect of that Bank Guarantee at that
time;
	 
	 	(ii)	 	a provision of law is a reference to that provision as amended or
re-enacted; and
	 
	 	(jj)	 	a time of day is a reference to Central European time (CET) or, as the
context requires, London time; and
	 
	 	(kk)	 	words importing the plural shall include the singular and vice versa.






	1.2.2	 	Section, clause and Schedule headings are for ease of reference only.
	 
	1.2.3	 	Unless a contrary indication appears, a term used in any other Finance Document or in any
notice given under or in connection with any Finance Document has the same meaning in that
Finance Document or notice as in this Agreement.
	 
	1.2.4	 	A Default or an Event of Default is “continuing” if it has not been remedied or waived.
	 
	1.2.5	 	In any calculation or determination done for the purposes of a Finance Document, no amount
shall be double-counted or duplicated.
	 
	1.3	 	Language
	 
	 	 	This Agreement is made in the English language. The English language version of this
Agreement shall prevail over any translation of this Agreement, save for where a German
translation of a word or phrase appears in the text of this Agreement, in which case the
German translation of such word or phrase shall prevail.
	 
	1.4	 	Shareholder Distribution Account
	 
	 	 	Notwithstanding any provision of this Agreement or any other Security Document to the
contrary, each Obligor, the Agent and the Lenders agree that:






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	1.4.1	 	the Shareholder Distribution Account shall not be subject to any Security from, by or
under any Security Document;
	 
	1.4.2	 	nothing herein or in any Security Document shall restrict, prohibit or otherwise limit the
Borrower from paying, disbursing or transmitting all or parts of any moneys or assets in the
Shareholder Distribution Account or any other Available Cash in its sole discretion from time
to time and at any time; and
	 
	1.4.3	 	in the event of any conflict or inconsistency between this Agreement and the Security
Documents as regards the Shareholder Distribution Account or any other Available Cash, the
provisions of this Agreement shall take precedence and govern for all purposes.






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SECTION 2

THE FACILITY





	2	 	The Facility
	 
	2.1	 	The Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrower a
revolving credit facility in an aggregate amount equal to the Total Commitments.
	 
	2.2	 	Finance Parties’ rights and obligations
	 
	2.2.1	 	The obligations of each Finance Party under the Finance Documents are several. Failure by
a Finance Party to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents. No Finance Party is responsible
for the obligations of any other Finance Party under the Finance Documents (Ausschuß der
Gesamtschuldnerischen Haftung).
	 
	2.2.2	 	The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a Finance
Party from an Obligor shall be a separate and independent debt. The formation of joint
property (Gesamthandsvermögen) shall be excluded.
	 
	2.2.3	 	A Finance Party may, except as otherwise stated in the Finance Documents, separately
enforce its rights under the Finance Documents.
	 
	2.3	 	Obligors’ Agent
	 
	2.3.1	 	Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession
Letter irrevocably appoints and authorises (bevollmächtigt) the Borrower, and each German
Obligor (other than the Borrower) hereby releases the Borrower from the restrictions of
Section 181 of the German Civil Code (BGB):






	 	(a)	 	as agent for such Obligor to receive all notices, requests, demands or
other communications under this Agreement which shall, without prejudice to any other
effective mode of serving the same, be properly served on such Obligor if served on
the Parent in accordance with clause 33 (Notices); and
	 
	 	(b)	 	to supply all information concerning itself contemplated by this Agreement
to the Finance Parties and to give all notices and instructions (including, in the
case of the Borrower, Utilisation Requests), to execute on its behalf any Accession
Letter, to make such agreements and to effect the relevant amendments, supplements
and variations capable of being given, made or effected by any Obligor
notwithstanding that they may affect the Obligor, without further reference to or the
consent of that Obligor;






and in each case the Obligor shall be bound as though the Obligor itself had given the
notices and instructions (including any Utilisation Requests) or executed or made the
agreements or effected the amendments, supplements or variations, or received the relevant
notice, demand or other communication.




	2.3.2	 	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement,
variation, notice or other communication given or made by the Obligors’ Agent or given to the
Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with
any Finance Document (whether or not known to any other Obligor and whether occurring before
or after such other Obligor became an Obligor under any Finance Document) shall be binding
for all





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	 	 	purposes on that Obligor as if that Obligor had expressly made, given or concurred with it.
In the event of any conflict between any notices or other communications of the Obligors’
Agent and any other Obligor, those of the Obligors’ Agent shall prevail.
	 
	3	 	Purpose
	 
	3.1	 	 Purpose
	 
	 	 	The Borrower shall apply all amounts borrowed by it under the Facility:

	 
	3.1.1 	 	towards the financing of its working capital requirements; and

	 
	3.1.2 	 	up to a maximum aggregate amount of EUR 15,000,000, to finance the Refinancing.

	 
	3.2	 	Monitoring
	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.
	 
	4	 	Conditions of Utilisation
	 
	4.1	 	Initial conditions precedent
	 
	 	 	The Borrower may not deliver a Utilisation Request unless the Agent has received all of the
documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form
and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders
promptly upon being so satisfied.
	 
	4.2	 	Further conditions precedent
	 
	 	 	The Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) if on the
date of the Utilisation Request and on the proposed Utilisation Date:
	 
	4.2.1	 	in the case of a Rollover Utilisation, no Event of Default is continuing or would result
from the proposed Loan and, in the case of any other Loan, no Default is continuing or would
result from the proposed Loan; and
	 
	4.2.2	 	the Repeating Representations to be made by each Obligor are true in all material
respects.
	 
	4.3	 	Maximum number of Utilisation
	 
	4.3.1	 	The Borrower may not deliver a Utilisation Request if as a result of the proposed
Utilisation 10 or more Loans would be outstanding.




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SECTION 3

UTILISATION





	5	 	Utilisation - Loans
	 
	5.1	 	Delivery of a Utilisation Request for Loans
	 
	 	 	The Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.
	 
	5.2	 	Completion of a Utilisation Request for Loans
	 
	5.2.1	 	Each Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:






	 	(a)	 	the proposed Utilisation Date is a Business Day within the Availability
Period;
	 
	 	(b)	 	the currency and amount of the Utilisation comply with clause 5.3 (Currency
and amount); and
	 
	 	(c)	 	the proposed Interest Period complies with clause 12 (Interest Periods).






	5.3	 	Currency and amount
	 
	5.3.1	 	The currency specified in a Utilisation Request must be Euro
	 
	5.3.2	 	The amount of the proposed Loan must be:






	 	(a)	 	a minimum of EUR 1,000,000 (or its equivalent) (and an integral multiple of
EUR 250,000) (or its equivalent); or
	 
	 	(b)	 	in any event such that its amount is less than or equal to the Available
Facility.






	5.4	 	Lenders’ participation
	 
	5.4.1	 	If the conditions set out in this Agreement have been met, each Lender shall make its
participation in each Loan available by the Utilisation Date through its Facility Office.
	 
	5.4.2	 	The amount of each Lender’s participation in each Loan will be equal to the proportion
borne by its Available Commitment to the Available Facility immediately prior to making the
Loan.
	 
	5.4.3	 	The Agent shall determine the amount of each Loan and shall notify each Lender of the
amount of each Loan and the amount of its participation in that Loan, in each case by the
Specified Time.
	 
	5.4.4	 	The Borrower irrevocably authorises (bevollmächtigt) and directs the Agent to remit the
proceeds of each Loan as follows:






	 	(a)	 	in the case of a Loan to be used to repay Existing Indebtedness, to the
account of the relevant bank or financial institution in respect of the Existing
Indebtedness to be repaid as previously notified to the Agent by the Borrower;
	 
	 	(b)	 	in the case of all other Loans, to the account specified in the relevant
Utilisation Requests.





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	5.4.5	 	For the purposes of this clause 5.4 each Party, which is incorporated or established under
the laws of the Federal Republic of Germany, hereby releases the Agent from the restrictions
of section 181 of the German Civil Code (BGB).
	 
	6	 	Utilisation - Bank Guarantees
	 
	6.1	 	Bank Guarantees
	 
	6.1.1	 	The Facility may be utilised by way of Bank Guarantees.
	 
	6.1.2	 	Clause 5 (Utilisation - Loans) does not apply to Utilisations by way of Bank Guarantees.
	 
	6.2	 	Delivery of a Utilisation Request for Bank Guarantees
	 
	 	 	The Borrower (or the Parent on its behalf) may request a Bank Guarantee to be issued by
delivery to the Agent of a duly completed Utilisation Request not later than the Specified
Time.
	 
	6.3	 	Completion of a Utilisation Request for Bank Guarantees
	 
	6.3.1	 	Each Utilisation Request for a Bank Guarantee is irrevocable and will not be regarded as
having been duly completed unless:






	 	(a)	 	it specifies that it is for a Bank Guarantee;
	 
	 	(b)	 	the proposed Utilisation Date is a Business Day within the Availability
Period applicable to the Revolving Facility;
	 
	 	(c)	 	the currency and amount of the Bank Guarantee comply with clause 6.4
(Currency and amount);
	 
	 	(d)	 	the Expiry Date of the Bank Guarantee falls on or before the Termination
Date;
	 
	 	(e)	 	the delivery instructions for the Bank Guarantee are specified; and
	 
	 	(f)	 	the identity of the beneficiary and purpose of the Bank Guarantee have been
approved by the Agent and the Issuing Bank.






	6.3.2	 	Multiple Utilisations may be requested in a Utilisation Request where the proposed
Utilisation Date is the Closing Date. Only one Utilisation may be requested in each
subsequent Utilisation Request.
	 
	6.4	 	Currency and amount
	 
	6.4.1	 	The currency specified in a Utilisation Request for a Bank Guarantee must be in Euro.
	 
	6.4.2	 	The amount of the proposed Bank Guarantee must be such that it is less than or equal to
the Available Facility.
	 
	6.5	 	Issue of Bank Guarantees
	 
	6.5.1	 	If the conditions set out in this Agreement have been met, the Issuing Bank shall issue
the Bank Guarantee on the Utilisation Date.
	 
	6.5.2	 	The Issuing Bank will only be obliged to comply with clause 6.5.1 above if on the date of
the Utilisation Request or Renewal Request and on the proposed Utilisation Date:




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	 	(a)	 	in the case of a Bank Guarantee to be renewed in accordance with clause 6.6
(Renewal of a Bank Guarantee), no action has been taken under clause 25.19
(Acceleration) and, in the case of any other Utilisation, no Default is continuing or
would result from the proposed Utilisation; and
	 
	 	(b)	 	in relation to any Utilisation on the Closing Date, all the representations
and warranties in clause 21 (Representations) or, in relation to any other
Utilisation, the Repeating Representations to be made by each Obligor are true.






	6.5.3	 	The amount of each Lender’s participation in each Bank Guarantee will be equal to the
Guarantee Proportion.
	 
	6.5.4	 	The Agent shall notify the Issuing Bank and each Lender of the details of the requested
Bank Guarantee and its participation in that Bank Guarantee by the Specified Time.
	 
	6.6	 	Renewal of a Bank Guarantee
	 
	6.6.1	 	The Borrower (or the Parent on its behalf) may request that any Bank Guarantee issued on
its behalf be renewed by delivery to the Agent of a Renewal Request in substantially similar
form to a Utilisation Request for a Bank Guarantee by the Specified Time.
	 
	6.6.2	 	The Finance Parties shall treat any Renewal Request in the same way as a Utilisation
Request for a Bank Guarantee.
	 
	6.6.3	 	The terms of each renewed Bank Guarantee shall be the same as those of the relevant Bank
Guarantee immediately prior to its renewal, except that:






	 	(a)	 	its amount may be less than the amount of the Bank Guarantee immediately
prior to its renewal; and
	 
	 	(b)	 	its Term shall start on the date which was the Expiry Date of the Bank
Guarantee immediately prior to its renewal, and shall end on the proposed Expiry Date
specified in the Renewal Request.






	6.6.4	 	If the conditions set out in this Agreement have been met, the Issuing Bank shall amend
and re issue any Bank Guarantee pursuant to a Renewal Request.
	 
	6.7	 	Treatment of Existing Bank Guarantees
	 
	 	 	On and from the Closing Date:
	 
	6.7.1	 	each Existing Bank Guarantee shall be deemed to be a Bank Guarantee issued under this
Agreement subject to the provisions of clause 6.5 (Issue of Bank Guarantee) which shall apply
mutatis mutandis to the deemed issue of a Bank Guarantee under this clause 6.7;
	 
	6.7.2	 	that date shall be deemed to be the Utilisation Date for each Existing Bank Guarantee; and
	 
	6.7.3	 	in addition to the Conditions Governing Guarantees all the terms of this Agreement
relating to Bank Guarantees shall apply to the Existing Bank Guarantees.




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	7	 	Bank Guarantees
	 
	7.1	 	Immediately payable
	 
	 	 	If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be
immediately payable, the Borrower shall repay or prepay that amount immediately.
	 
	7.2	 	Claims under a Bank Guarantee
	 
	7.2.1	 	The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim
made or purported to be made under a Bank Guarantee requested by it (or requested by the
Parent on its behalf) and which appears on its face to be in order (in this clause 7.2, a
“claim”).
	 
	7.2.2	 	The Borrower shall immediately on demand or, if such payment is being funded by a Loan,
shall within five Business Days of demand, pay to the Agent for the Issuing Bank an amount
equal to the amount of any claim paid.
	 
	7.2.3	 	The Borrower acknowledges that the Issuing Bank:






	 	(a)	 	is not obliged to carry out any investigation or seek any confirmation from
any other person before paying a claim; and
	 
	 	(b)	 	deals in documents only and will not be concerned with the legality of a
claim or any underlying transaction or any available set off, counterclaim or other
defence of any person.






	7.2.4	 	The obligations of the Borrower under this clause will not be affected by:






	 	(a)	 	the sufficiency, accuracy or genuineness of any claim or any other
document; or
	 
	 	(b)	 	any incapacity of, or limitation on the powers of, any person signing a
claim or other document.






	7.2.5	 	If a Bank Guarantee remains outstanding after the Termination Date (a “Surviving Bank
Guarantee”) but has on or before that date been repaid by way of provision of cash cover as
set out in clause 1.2.1(aa)(i) (Construction), that Bank Guarantee shall be treated as being
outstanding under a bilateral guarantee facility provided by the Issuing Bank, the terms of
which (including the fee) are to be set out in a separate document between the Issuing Bank
and the Borrower.
	 
	7.3	 	Indemnities
	 
	7.3.1	 	The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss
or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s
gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee
requested by (or on behalf of) the Borrower.
	 
	7.3.2	 	Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify
the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise
than by reason of the Issuing Bank’s gross negligence or wilful misconduct or after the
Termination Date under or in connection with a Surviving Bank Guarantee) in acting as the
Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an
Obligor pursuant to a Finance Document).
	 
	7.3.3	 	If any Lender is not permitted (by its constitutional documents or any applicable law) to
comply with clause 7.3.2 above, then that Lender will not be obliged to comply with
clause 7.3.2 above and shall instead take all steps required to ensure that, on the date the
Bank Guarantee is issued (or if later,




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	 	 	on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to
the Lender in accordance with the terms of this Agreement), it assumes a participation in the
Bank Guarantee in an amount equal to its Guarantee Proportion of that Bank Guarantee. On
receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the
Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded.
	 
	7.3.4	 	The Borrower which requested (or on behalf of which the Parent requested) a Bank Guarantee
shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank
under this clause 7.3 in respect of that Bank Guarantee.
	 
	7.3.5	 	The obligations of each Lender under this clause 7.3 are continuing obligations and will
extend to the ultimate balance of sums payable by that Lender in respect of any Bank
Guarantee, regardless of any intermediate payment or discharge in whole or in part.
	 
	7.3.6	 	The obligations of any Lender or Borrower under this clause 7.3 will not be affected by
any act, omission, matter or thing which, but for this clause, would reduce, release or
prejudice any of its obligations under this clause 7.3 (whether or not known to it or any
other person) including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, any Obligor,
any beneficiary under a Bank Guarantee or any other person;
	 
	 	(b)	 	the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor or any member of the ZPR Group;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security
over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person
or any non presentation or non observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of an Obligor or any beneficiary under
a Bank Guarantee or any other person;
	 
	 	(e)	 	any amendment (however fundamental) or replacement of a Finance Document,
any Bank Guarantee or any other document or security;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Finance Document, any Bank Guarantee or any other document or
security; or
	 
	 	(g)	 	to the extent legally possible, any insolvency or similar proceedings.






	7.4	 	Rights of contribution
	 
	 	 	No Obligor will be entitled to any right of contribution or indemnity from any Finance Party
in respect of any payment it may make under this clause 7.
	 
	7.5	 	Settlement conditional
	 
	 	 	Any settlement or discharge between a Lender and the Issuing Bank shall be conditional upon
no security or payment to the Issuing Bank by a Lender or any other person on behalf of a
Lender being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency,
liquidation or similar laws of general application and, if any such security or payment is so
avoided or reduced, the Issuing Bank shall be entitled to recover the value or amount of such
security or payment from such Lender subsequently as if such settlement or discharge had not
occurred.




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	7.6	 	Exercise of rights
	 
	 	 	The Issuing Bank shall not be obliged before exercising any of the rights, powers or remedies
conferred upon it in respect of any Lender by this Agreement or by law:
	 
	7.6.1	 	to take any action or obtain judgment in any court against any Obligor;
	 
	7.6.2	 	to make or file any claim or proof in a winding up or dissolution of any Obligor; or
	 
	7.6.3	 	to enforce or seek to enforce any other security taken in respect of any of the
obligations of any Obligor under this Agreement.
	 
	8	 	Intentionally Deleted




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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION





	9	 	Repayment
	 
	9.1	 	Repayment of Loans
	 
	 	 	The Borrower shall repay each Loan on the last day of its Interest Period and all Loans in
full on the Termination Date.
	 
	9.2	 	Repayment of Guarantees
	 
	 	 	The Borrower shall repay each Bank Guarantee on its Expiry Date and all Bank Guarantees in
full on the Termination Date.
	 
	10	 	Prepayment and cancellation
	 
	10.1	 	Illegality
	 
	 	 	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in any
Utilisation:
	 
	10.1.1	 	that Lender shall promptly notify the Agent upon becoming aware of that event;
	 
	10.1.2	 	upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately
cancelled; and
	 
	10.1.3	 	the Borrower shall repay that Lender’s participation in the Utilisations made to it on the
last day of the Interest Period for each Utilisation occurring after the Agent has notified
the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the
Agent (being no earlier than the last day of any applicable grace period permitted by law).
	 
	10.2	 	Change of Control
	 
	 	 	Upon the occurrence of a Change of Control:
	 
	10.2.1	 	the Borrower shall promptly notify the Agent upon becoming aware of that event;
	 
	10.2.2	 	a Lender shall not be obliged to fund a Utilisation (except for a Rollover Utilisation); and
	 
	10.2.3	 	if the Majority Lenders so require, the Agent shall, by not less than 30 Business Days
notice to the Parent, cancel the Total Commitments and declare all outstanding Utilisations,
together with accrued interest, and all other amounts accrued under the Finance Documents
immediately due and payable, whereupon the Total Commitments will be cancelled and all such
outstanding amounts will become immediately due and payable.
	 
	10.3	 	Voluntary cancellation
	 
	 	 	The Borrower (or the Parent on its behalf) may, if:
	 
	10.3.1	 	in respect of the last day of any Interest Period, it gives the Agent not less than 10
Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or




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	10.3.2	 	at any other time, it gives the Agent not less than 30 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice,
	 
	 	 	cancel the whole or any part (being a minimum amount of EUR 1,000,000 (or its equivalent)) of
the Available Facility. Any cancellation under this clause 10.3 shall reduce the Commitments
of the Lenders rateably.
	 
	10.4	 	Voluntary prepayment of Loans
	 
	 	 	The Borrower (or the Parent on its behalf) may, if it gives the Agent not less than 30
Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice,
prepay the whole or any part of a Loan (but if in part, being an amount that reduces the
amount of the Loan by a minimum amount of EUR 1,000,000 (or its equivalent)).
	 
	10.5	 	Applications of Prepayments
	 
	 	 	Prepayments made under this clause 10 shall be applied as follows:
	 
	10.5.1	 	first, in prepayment of the Loans in order of maturity until repaid or prepaid in full; and
	 
	10.5.2	 	second, in prepayment of the Bank Guarantees in accordance with the notice delivered under
clause 10.2 (Change of Control) or clause 10.3 (Voluntary cancellation), as the case may be.
	 
	10.6	 	Right of repayment and cancellation in relation to a single Lender
	 
	10.6.1	 	If:






	 	(a)	 	any sum payable to any Lender by an Obligor is required to be increased
under clause 15.2.3 (Tax gross-up); or
	 
	 	(b)	 	any Lender claims indemnification from the Borrower under clause 15.3 (Tax
indemnity) or clause 16.1 (Increased costs),






	 	 	the Borrower may, whilst the circumstance giving rise to the requirement or indemnification
continues, give the Agent notice of cancellation of the Commitment of that Lender and its
intention to procure the repayment of that Lender’s participation in the Utilisations.
	 
	10.6.2	 	On receipt of a notice referred to in clause 10.6.1(a) above, the Commitment of that Lender
shall immediately be reduced to zero.
	 
	10.6.3	 	On the last day of each Interest Period which ends after the Borrower has given notice
under clause 10.6.1(a) above (or, if earlier, the date specified by the Borrower in that
notice), the Borrower shall repay that Lender’s participation in that Utilisation.
	 
	10.7	 	Restrictions
	 
	10.7.1	 	Any notice of cancellation or prepayment given by any Party under this clause 10 shall be
irrevocable and, unless a contrary indication appears in this Agreement, shall specify the
date or dates upon which the relevant cancellation or prepayment is to be made and the amount
of that cancellation or prepayment. Any such cancellation or prepayment shall oblige the
Borrower to make the cancellation or prepayment of the specified amount on the specified
date.
	 
	10.7.2	 	Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.




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	10.7.3	 	Unless a contrary indication appears in this Agreement, any part of the Facility which is
prepaid may be reborrowed in accordance with the terms of this Agreement.
	 
	10.7.4	 	The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or
any part of the Commitments except at the times and in the manner expressly provided for in
this Agreement.
	 
	10.7.5	 	No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.
	 
	 	 	If the Agent receives a notice under this clause 10 it shall promptly forward a copy of that
notice to either the Borrower or the affected Lender, as appropriate.




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SECTION 5

COSTS OF UTILISATIONS





	11	 	Interest
	 
	11.1	 	Calculation of interest
	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:
	 
	11.1.1	 	Margin;
	 
	11.1.2	 	EURIBOR; and
	 
	11.1.3	 	Mandatory Cost, if any.
	 
	11.2	 	Payment of interest
	 
	 	 	The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the
last day of each Interest Period.
	 
	11.3	 	Default interest
	 
	11.3.1	 	If the Borrower fails to pay any amount (other than interest) payable by it under a Finance
Document on its due date, interest shall accrue on the overdue amount from the due date up to
the date of actual payment (both before and after judgment) at a rate 2.0 per cent higher
than the rate which would have been payable if the overdue amount had, during the period of
non-payment, constituted a Loan in the currency of the overdue amount for successive Interest
Periods, each of a duration reasonably selected by the Agent.
	 
	11.3.2	 	If the Borrower fails to pay any interest payable by it under a Finance Document, it shall
make a liquidated damages payment (pauschalierter Schadensersatz) for all amounts of interest
overdue equal to the amount which is payable by applying the rate to be determined in
accordance with this clause 11.3 on the amount of interest overdue for the period from the
due date of the relevant interest payment up to the date of actual payment (both before and
after judgment), provided that the Borrower shall be free to prove that no damage has arisen,
or that damage has not arisen in the asserted amount.
	 
	11.3.3	 	Any interest accruing or damages payable under this clause 11.3 shall be immediately
payable by the Borrower on demand by the Agent.
	 
	11.3.4	 	Any further damages and indemnities shall be dealt with in accordance with clause 17.2
(Other indemnities).
	 
	11.4	 	Notification of rates of interest
	 
	 	 	The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of
a rate of interest under this Agreement.




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	12	 	Interest Periods
	 
	12.1	 	Selection of Interest Periods
	 
	12.1.1	 	Unless the Borrower (or the Parent on its behalf) has selected an Interest Period in
accordance with clause 12.1.2 and clause 12.1.3 below and subject to this clause 12, each
Interest Period shall be six Months.
	 
	12.1.2	 	The Borrower (or the Parent on its behalf) may select an Interest Period for a Loan in the
Utilisation Request for that Loan.
	 
	12.1.3	 	Subject to this clause 12, the Borrower (or the Parent on its behalf) may select an
Interest Period of 1, 3 or 6 Months or any other period agreed between the Borrower and the
Agent (acting on the instructions of all the Lenders).
	 
	12.1.4	 	An Interest Period for a Loan shall not extend beyond the Termination Date.
	 
	12.1.5	 	Each Interest Period for a Loan shall start on the Utilisation Date.
	 
	12.1.6	 	A Loan has one Interest Period only.
	 
	12.2	 	Consolidation of Loans
	 
	 	 	If, prior to the expiry of the Availability Period, two or more Interest Periods end on the
same date the Loans to which those Interest Periods relate shall be consolidated into, and
treated as, a single Loan on the last day of the relevant Interest Period.
	 
	12.3	 	Changes to Interest Periods
	 
	12.3.1	 	Prior to determining the interest rate for a Utilisation, the Agent may shorten the
Interest Period for any Loan to ensure that, when aggregated with the Available Facility,
there are sufficient Loans (with an aggregate amount equal to or greater than the Reduction
Instalment) which have an Interest Period ending on a Reduction Date for the scheduled
reduction to occur.
	 
	12.3.2	 	If the Agent makes any of the changes to an Interest Period referred to in this clause
12.3, it shall promptly notify the Borrower and the Lenders.
	 
	12.4	 	Non-Business Days
	 
	 	 	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if there is one) or
the preceding Business Day (if there is not).
	 
	13	 	Changes to the calculation of interest
	 
	13.1	 	Absence of quotations
	 
	 	 	Subject to clause 13.2 (Market disruption), if EURIBOR is to be determined by reference to
the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on
the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations
of the remaining Reference Banks.




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	13.2	 	Market disruption
	 
	13.2.1	 	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the
rate of interest on each Lender’s share of that Loan for the Interest Period shall be the
rate per annum which is the sum of:






	 	(a)	 	the Margin;
	 
	 	(b)	 	the rate notified to the Agent by that Lender as soon as practicable and in
any event before interest is due to be paid in respect of that Interest Period, to be
that which expresses as a percentage rate per annum the cost to that Lender of
funding its participation in that Loan from whatever source it may reasonably select;
and
	 
	 	(c)	 	the Mandatory Cost, if any, applicable to that Lender’s participation in
the Loan.






	13.2.2	 	In this Agreement “Market Disruption Event” means:






	 	(a)	 	at or about noon on the Quotation Day for the relevant Interest Period the
Screen Rate is not available and none or only one of the Reference Banks supplies a
rate to the Agent to determine EURIBOR for the relevant Interest Period; or
	 
	 	(b)	 	before close of business in London on the Quotation Day for the relevant
Interest Period, the Agent receives notifications from a Lender or Lenders (whose
participations in a Loan exceed 40 per cent. of that Loan) that the cost to it of
obtaining matching deposits in the Relevant Interbank Market would be in excess of
EURIBOR.






	13.3	 	Alternative basis of interest or funding
	 
	13.3.1	 	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent
and the Borrower shall enter into negotiations (for a period of not more than thirty days)
with a view to agreeing a substitute basis for determining the rate of interest.
	 
	13.3.2	 	Any alternative basis agreed pursuant to clause 13.3.1 above shall, with the prior consent
of all the Lenders and the Borrower, be binding on all Parties.
	 
	13.4	 	Break Costs
	 
	13.4.1	 	The Borrower shall, within five Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid
Sum being paid by it on a day other than the last day of an Interest Period for that
Loan or Unpaid Sum.
	 
	13.4.2	 	Each Lender shall, as soon as reasonably practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Costs for any Interest Period
in which they accrue.
	 
	14	 	Fees
	 
	14.1	 	Commitment fee
	 
	14.1.1	 	The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the
rate of 1.10 per cent. per annum on that Lender’s Available Commitment for the Availability
Period.
	 
	14.1.2	 	The accrued commitment fee is payable semi-annually in arrear on each 30 June and 31
December during the Availability Period, on the last day of the Availability Period and, if
cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.




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	14.2	 	Arrangement fee
	 
	 	 	The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times
agreed in a Fee Letter.
	 
	14.3	 	Agency fee
	 
	 	 	The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter.
	 
	14.4	 	Fees payable in respect of Bank Guarantees
	 
	14.4.1	 	The Borrower (or the Parent on its behalf) shall pay to the Issuing Bank (for its own
account) a fronting fee in respect of each Bank Guarantee requested in accordance with the
Fee Letter.
	 
	14.4.2	 	The Borrower (or the Parent on its behalf) shall pay to the Agent (for the account of each
Lender) a Bank Guarantee fee at an annual rate of 225 basis points on the outstanding amount
of each Bank Guarantee requested by it for the period from the issue of that Bank Guarantee
until such Bank Guarantee is repaid or prepaid in full. This fee shall be distributed
according to each Lender’s Guarantee Proportion of that Bank Guarantee.
	 
	14.4.3	 	The accrued Bank Guarantee fee on a Bank Guarantee shall be payable on the first day of
each successive period of three Months (or such shorter period as shall end on the Expiry
Date for that Bank Guarantee) starting on the date of issue of that Bank Guarantee. The
accrued Bank Guarantee fee is also payable to the Agent on the cancelled amount of any
Lender’s Commitment at the time the cancellation is effective if that Commitment is cancelled
in full and the Bank Guarantee is prepaid or repaid in full.




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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS





	15	 	Tax gross up and indemnities
	 
	15.1	 	Definitions
	 
	15.1.1	 	In this clause 15:
	 
	 	 	“Protected Party” means a Finance Party that is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.
	 
	 	 	“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
	 
	 	 	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.
	 
	 	 	“Tax Payment” means an increased payment made by an Obligor to a Finance Party under
clause 15.2 (Tax gross-up) or a payment under clause 15.3 (Tax indemnity).
	 
	15.1.2	 	In this clause 15 a reference to “determines” or “determined” means a determination made in
the absolute discretion of the person making the determination.
	 
	15.2	 	Tax gross-up
	 
	15.2.1	 	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a
Tax Deduction is required by law.
	 
	15.2.2	 	Each of the Parent and the Borrower shall promptly upon becoming aware that an Obligor must
make a Tax Deduction (or that there is any change in the rate or the basis of a Tax
Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on
becoming so aware in respect of a payment payable to that Lender. If the Agent receives such
notification from a Lender it shall notify the Parent, the Borrower and that Obligor.
	 
	15.2.3	 	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment
due from that Obligor shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been
required.
	 
	15.2.4	 	An Obligor is not required to make an increased payment to a Lender under clause 15.2.3
above for a Tax Deduction in respect of tax imposed on a payment of interest on a Loan, if on
the date on which the payment falls due, the Obligor making the payment is able to
demonstrate that the payment:






	 	(a)	 	relates to a Tax referred to in clause 15.3.2 (Tax indemnity); or
	 
	 	(b)	 	could have been made to the Lender without the Tax Deduction had that
Lender complied with its obligations under clause 15.2.7 below.






	15.2.5	 	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law.




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	15.2.6	 	Within 30 days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the
Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party
that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the
relevant taxing authority.
	 
	15.2.7	 	A Finance Party and each Obligor that makes a payment to which that Finance Party is
entitled shall, to the extent practicable, co-operate in completing any procedural
formalities necessary for that Obligor to obtain authorisation to make that payment without a
Tax Deduction.
	 
	15.3	 	Tax indemnity
	 
	15.3.1	 	The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected
Party an amount equal to the loss, liability or cost that that Protected Party determines
will be or has been (directly or indirectly) suffered for or on account of Tax by that
Protected Party in respect of a Finance Document.
	 
	15.3.2	 	Clause 15.3.1 above shall not apply with respect to any Tax assessed on a Finance Party:






	 	(a)	 	under the law of the jurisdiction in which that Finance Party is
incorporated or, if different, the jurisdiction (or jurisdictions) in which that
Finance Party is treated as resident for tax purposes; or
	 
	 	(b)	 	under the law of the jurisdiction in which that Finance Party’s Facility
Office is located in respect of amounts received or receivable in that jurisdiction,






	 	 	if in either case that Tax is imposed on or calculated by reference to the net income or
profit (or similar calculation) received or receivable (but not any sum deemed to be received
or receivable) by that Finance Party.






	15.3.3	 	A Protected Party making, or intending to make, a claim pursuant to clause 15.3.1 shall
promptly notify the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Borrower.
	 
	15.3.4	 	A Protected Party shall, on receiving a payment from an Obligor under this clause 15.3,
notify the Agent.
	 
	15.4	 	Tax Credit
	 
	15.4.1	 	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:






	 	(a)	 	a Tax Credit is attributable to that Tax Payment; and
	 
	 	(b)	 	that Finance Party has obtained, utilised and retained that Tax Credit,






	 	 	the Finance Party shall pay an amount to the Obligor which that Finance Party determines will
leave it (after that payment) in the same after-Tax position as it would have been in had the
Tax Payment not been made by the Obligor.
	 
	15.4.2	 	If such a Tax Credit by reference to which a Finance Party has made a payment to an Obligor
under clause 15.4.1(a) above is subsequently disallowed or cancelled, the Obligor must
reimburse any payment made under clause 15.4.1(a) above to the relevant Finance Party.
	 
	15.4.3	 	If an Obligor makes a Tax Payment, a Finance Party will be under no obligation whatsoever
to claim a Tax Credit if in the opinion of that Finance Party the making of such claim might
have an adverse 




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	 	 	effect on its business, operations, property, condition or prospects (financial or
otherwise). The relevant Obligor shall bear any out of pocket costs incurred by a Finance
Party in making such a claim.
	 
	15.5	 	Stamp taxes
	 
	 	 	The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party
against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document.
	 
	15.6	 	Value added tax
	 
	15.6.1	 	All consideration payable under a Finance Document by an Obligor to a Finance Party shall
be deemed to be exclusive of any VAT. If VAT is chargeable, the Obligor shall pay to the
Finance Party (in addition to and at the same time as paying the consideration) an amount
equal to the amount of the VAT.
	 
	15.6.2	 	Where a Finance Document requires an Obligor to reimburse a Finance Party for any costs or
expenses, that Obligor shall also at the same time pay and indemnify that Finance Party
against all VAT incurred by that Finance Party in respect of the costs or expenses save to
the extent that that Finance Party is entitled to repayment or credit in respect of the VAT.
	 
	16	 	Increased costs
	 
	16.1	 	Increased costs
	 
	16.1.1	 	Subject to clause 16.3 (Exceptions) the Borrower shall, within five Business Days of a
demand by the Agent, pay for the account of a Finance Party the amount of any substantiated
Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i)
the introduction of or any change in (or in the interpretation, administration or application
of) any law or regulation or (ii) compliance with any law or regulation made after the date
of this Agreement.
	 
	16.1.2	 	In this Agreement “Increased Costs” means:






	 	(a)	 	a reduction in the rate of return from the Facility or on a Finance Party’s
(or its Affiliate’s) overall capital;
	 
	 	(b)	 	an additional or increased cost; or
	 
	 	(c)	 	a reduction of any amount due and payable under any Finance Document,






	 	 	which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that
it is attributable to that Finance Party having entered into its Commitment or funding or
performing its obligations under any Finance Document.






	16.2	 	Increased cost claims
	 
	16.2.1	 	A Finance Party intending to make a claim pursuant to clause 16.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall
promptly notify the Borrower.
	 
	16.2.2	 	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a
certificate confirming the amount of its Increased Costs.




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	16.3	 	Exceptions
	 
	16.3.1	 	Clause 16.1 (Increased costs) does not apply to the extent any Increased Cost is:






	 	(a)	 	attributable to a Tax Deduction required by law to be made by an Obligor;
	 
	 	(b)	 	compensated for by clause 15.3 (Tax indemnity) (or would have been
compensated for under clause 15.3 (Tax indemnity) but was not so compensated solely
because any of the exclusions in 15.3.2 (Tax indemnity) applied);
	 
	 	(c)	 	compensated for by the payment of the Mandatory Cost; or
	 
	 	(d)	 	attributable to the wilful breach by the relevant Finance Party or its
Affiliates of any law or regulation.






	16.3.2	 	In this clause 16.3, a reference to a “Tax Deduction” has the same meaning given to the
term in clause 15.1 (Definitions).
	 
	17	 	Other indemnities
	 
	17.1	 	Currency indemnity
	 
	17.1.1	 	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the currency
(the “First Currency”) in which that Sum is payable into another currency (the “Second
Currency”) for the purpose of:






	 	(a)	 	making or filing a claim or proof against that Obligor;
	 
	 	(b)	 	obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,






	 	 	that Obligor shall as an independent obligation, within five Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency
and (B) the rate or rates of exchange available to that person at the time of its receipt of
that Sum.
	 
	17.1.2	 	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.
	 
	17.2	 	Other indemnities
	 
	 	 	The Borrower shall (or the Parent shall procure that an Obligor will), within five Business
Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by
that Finance Party as a result of:
	 
	17.2.1	 	the occurrence of any Event of Default;
	 
	17.2.2	 	a failure by an Obligor to pay any amount due under a Finance Document on its due date,
including any cost, loss or liability arising as a result of clause 30 (Sharing among the
Finance Parties);
	 
	17.2.3	 	funding, or making arrangements to fund, its participation in a Utilisation requested by a
Borrower (or the Parent on its behalf) in a Utilisation Request but not made by reason of the
operation of any




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	 	 	one or more of the provisions of this Agreement (other than by reason of
default or negligence by that Finance Party alone);
	 
	17.2.4	 	a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of
prepayment given by a Borrower (or the Parent on its behalf); or
	 
	17.2.5	 	any Environmental Claim or breach of Environmental Law relating to any member of the ZPR
Group.
	 
	17.3	 	Indemnity to the Agent
	 
	 	 	The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred
by the Agent (acting reasonably) as a result of:
	 
	17.3.1	 	investigating any event which it reasonably believes is a Default; or
	 
	17.3.2	 	acting or relying on any notice, request or instruction which it reasonably believes to be
genuine, correct and appropriately authorised (unless such cost, loss or liability incurred
is a direct result of he Agent’s gross negligence or wilful misconduct).
	 
	18	 	Mitigation by the Lenders
	 
	18.1	 	Mitigation
	 
	18.1.1	 	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount becoming payable
under or pursuant to, or cancelled pursuant to, any of clause 10.1 (Illegality), clause 15
(Tax gross-up and indemnities), clause 15.1 (Increased costs) or paragraph 3 of Schedule 4
(Mandatory Cost Formulae) including transferring its rights and obligations under the Finance
Documents to another Affiliate or Facility Office.
	 
	18.1.2	 	Clause 18.1.1 above does not in any way limit the obligations of any Obligor under the
Finance Documents.
	 
	18.2	 	Limitation of liability
	 
	18.2.1	 	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under clause 18.1
(Mitigation).
	 
	18.2.2	 	A Finance Party is not obliged to take any steps under clause 18.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
	 
	19	 	Costs and expenses
	 
	19.1	 	Transaction expenses
	 
	 	 	The Borrower shall, following satisfaction of all conditions of Utilisation, promptly on
demand pay the Agent and the Arranger the amount of all costs and expenses (including legal
fees) reasonably incurred by any of them in connection with the negotiation, preparation,
printing, execution and syndication of:
	 
	19.1.1	 	this Agreement and any other documents referred to in this Agreement; and
	 
	19.1.2	 	any other Finance Documents executed after the date of this Agreement.




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	19.2	 	Amendment costs
	 
	 	 	If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to clause 31.9 (Change of currency), the Borrower shall, within five Business Days
of demand, reimburse the Agent for the amount of all costs and expenses (including legal
fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying
with that request or requirement.
	 
	19.3	 	Enforcement costs
	 
	 	 	The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount
of all costs and expenses (including legal fees) incurred by that Finance Party in connection
with the enforcement of, or the preservation of any rights under, any Finance Document.




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SECTION 7

GUARANTEE





	20	 	Guarantee (Selbstschuldnerische Bürgschaft)
	 
	20.1	 	Guarantee (Selbstschuldnerische Bürgschaft)
	 
	 	 	Each Guarantor irrevocably and unconditionally jointly and severally:
	 
	20.1.1	 	guarantees (verbürgt sich im Wege einer selbstschuldnerischen Bürgschaft) to each Finance
Party punctual performance by each other Obligor of all that Obligor’s obligations under the
Finance Documents;
	 
	20.1.2	 	undertakes with each Finance Party that whenever another Obligor does not pay any amount
when due under or in connection with any Finance Document, that Guarantor shall pay that
amount as if it was the principal obligor; and
	 
	20.1.3	 	indemnifies each Finance Party against any cost, loss or liability suffered by that Finance
Party if any obligation guaranteed (verbürgt) by it is or becomes unenforceable, invalid or
illegal. The amount of the cost, loss or liability shall be equal to the amount which that
Finance Party would otherwise have been entitled to recover.
	 
	20.2	 	Continuing guarantee
	 
	 	 	This guarantee (Selbstschuldnerische Bürgschaft) is a continuing guarantee and will extend to
the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless
of any intermediate payment or discharge in whole or in part.
	 
	20.3	 	Reinstatement
	 
	 	 	If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of
the obligations of any Obligor or any security for those obligations or otherwise) is avoided
or reduced as a result of insolvency or any similar event:
	 
	20.3.1	 	the liability of each Obligor shall continue as if the payment, discharge, avoidance or
reduction had not occurred; and
	 
	20.3.2	 	each Finance Party shall be entitled to recover the value or amount of that security or
payment from each Obligor, as if the payment, discharge, avoidance or reduction had not
occurred.
	 
	20.4	 	Waiver of defences
	 
	20.4.1	 	The obligations of each Guarantor under this clause 20 will not be affected by an act,
omission, matter or thing which, but for this clause 20, would reduce, release or prejudice
any of its obligations under this clause 20 (whether or not known to it or any Finance Party)
including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, any Obligor or
other person;
	 
	 	(b)	 	the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the ZPR Group;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security
over assets of, any Obligor or other person or any non presentation or non observance
of any formality or other




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	 	 	 	requirement in respect of any instrument or any failure to realise the full value of
any security;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of an Obligor or any other person;
	 
	 	(e)	 	any amendment or replacement of a Finance Document or any other document or
security;
	 
	 	(f)	 	any amendment, replacement or release of security (waiver of rights under
Section 776 of the German Civil Code (BGB));
	 
	 	(g)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Finance Document or any other document or security; or
	 
	 	(h)	 	any insolvency or similar proceedings.






	20.4.2	 	In addition, each Guarantor hereby expressly waives:






	 	(a)	 	its defence pursuant to Section 770(1) German Civil Code (BGB) that any of
the Obligors’ obligations secured by this guarantee may be avoided (Einrede der
Anfechtung);
	 
	 	(b)	 	its defence that the respective Finance Party may satisfy or discharge any
of the relevant Obligors’ obligations secured by this guarantee by the way of set-off
(waiver of the defence under Section 770(2) German Civil Code (BGB)); and
	 
	 	(c)	 	to the extent possible, its defence pursuant to Section 768(1) German Civil
Code (BGB)) that relevant Obligor has a defence against any of the of the Obligors’
obligations secured by this guarantee (Einreden des Hauptschuldners).






	20.5	 	Immediate recourse






	 	 	Each Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security or
claim payment from any person before claiming from that Guarantor under this clause 20
(Verzicht auf die Einrede der Vorausklage (Section 771] German Civil Code (BGB))). This
waiver applies irrespective of any provision of a Finance Document to the contrary.
	 
	20.6	 	Appropriations
	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee
or agent on its behalf) may:
	 
	20.6.1	 	refrain from applying or enforcing any other moneys, security or rights held or received by
that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
	 
	20.6.2	 	hold in an interest bearing suspense account any moneys received from any Guarantor or on
account of any Guarantor’s liability under this clause 20.
	 
	20.7	 	Deferral of Guarantors’ rights
	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full and unless the Agent otherwise
directs, no




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	 	 	Guarantor will exercise any rights which it may have by reason of performance by it of its
obligations under the Finance Documents:
	 
	20.7.1	 	to be indemnified by an Obligor;
	 
	20.7.2	 	to claim any contribution from any other guarantor of any Obligor’s obligations under the
Finance Documents; and/or
	 
	20.7.3	 	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
any rights of the Finance Parties under the Finance Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Finance Documents by any Finance
Party.
	 
	20.8	 	Release of Guarantors’ right of contribution
	 
	 	 	If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the
terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring
Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:
	 
	20.8.1	 	that Retiring Guarantor is released by each other Guarantor from any liability (whether
past, present or future and whether actual or contingent) to make a contribution to any other
Guarantor arising by reason of the performance by any other Guarantor of its obligations
under the Finance Documents; and
	 
	20.8.2	 	each other Guarantor waives any rights it may have by reason of the performance of its
obligations under the Finance Documents to take the benefit (in whole or in part and whether
by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance
Document or of any other security taken pursuant to, or in connection with, any Finance
Document where such rights or security are granted by or in relation to the assets of the
Retiring Guarantor.
	 
	20.9	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.
	 
	20.10	 	German Obligors
	 
	20.10.1	 	To the extent a German Obligor guarantees liabilities other than its own liabilities or
liabilities of its Subsidiaries (up-stream or cross-stream guarantees), the Security Agent
agrees to release any amounts resulting from the enforcement of this Guarantee if and only to
the extent the relevant German Obligor demonstrates, by evidence reasonable satisfactory to
the Lenders, that the application of the proceeds resulting from the enforcement of this
Guarantee would otherwise lead to a reduction of :






	 	(a)	 	its Net Assets (as defined below) (Reinvermögen) to an amount less than its
stated share capital (Stammkapital); or
	 
	 	(b)	 	if its net assets have already fallen below the registered share capital,
causing such amount to be further reduced.






	20.10.2	 	If, at any time prior to a demand under the security, a German Obligor demonstrates to the
satisfaction of the Security Agent that payment in full of an amount due from it under this
Guarantee would lead to one of the effects referred to in clause 20.10.1 above, then the
amount due for payment at that time hereunder by that German Obligor will be reduced to the
extent necessary to ensure compliance by that German Obligor with its obligations to preserve
its stated share capital.




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	20.10.3	 	If the Security Agent is not satisfied with the evidence given by a German Obligor
pursuant to clause 20.10.1 above and/or clause 20.10.2 above, such German Obligor may within
15 calendar days (or such longer period as has been agreed between that German Obligor and
the Security Agent for such purpose) from the date the Security Agent has given such German
Obligor written notice to this effect (the “Notice”), request a determination by auditors of
international standing and reputation of the amount of the available Net Assets, as defined
below (the “Auditor’s Determination”). If the Security Agent and that German Obligor do not
agree on the appointment of a joint auditor within 5 Business Days from the date the Security
Agent has given the Notice the Security Agent is entitled to appoint auditors of
international standing and reputation. The amount determined as the available Net Assets in
the Auditor’s Determination shall be (except for manifest error) binding for all Parties. The
costs of the Auditor’s Determination shall be borne by that German Obligor.
	 
	20.10.4	 	No release or reduction of any of the proceeds resulting from the enforcement of this
Guarantee in accordance with 20.10.1 above or clause 20.10.2 above will prejudice the rights
of the Security Agent to claim (again) under this Guarantee in respect of any of the released
or reduced amount.
	 
	20.10.5	 	The calculation of net assets (Reinvermögen) shall include the assets pursuant to
Paragraph 266(2)(A) and (B) of the German Commercial Code (HGB) less liabilities pursuant to
Paragraph 266(3)(B) and (C) of the German Commercial Code (HGB) (the “Net Assets”) provided
that for the purposes of the calculation of the Net Assets in this clause 20.10 the following
balance sheet items shall be adjusted as follows:






	 	(a)	 	the amount of any increase of registered share capital after the date
hereof that has been effected contrary to the provisions of the Finance Documents
shall be deducted from the registered share capital;
	 
	 	(b)	 	loans made available to the relevant German Obligor (and/or, as the case
may be, its general partner) by any members of the ZPR Group as far as such loans are
subordinated or qualify under Section 32a of the German Limited Liability Companies
Act (GmbHG) (or, as the case may be, the respective provision of the German
Commercial Code (HGB)) shall be disregarded;
	 
	 	(c)	 	loans and other contractual liabilities incurred by the relevant German
Obligor (and/or, as the case may be, its general partner) in violation of the
provisions of any of the Finance Documents shall be disregarded; and
	 
	 	(d)	 	any asset that is shown in the balance sheet with a book value (Buchwert)
that is significantly lower than the market value of such asset and that can be
realised, to the extent legally permitted and commercially justifiable with regard to
costs and efforts involved, shall be taken into account with its market value.






	20.10.6	 	The limitations set out in this clause 20.10 shall not apply (i) to any proceeds resulting
from the enforcement of this Guarantee which relate to any amounts owed under this Agreement
which have been on-lent, or otherwise passed on, to the respective German Obligor or any of
its Subsidiaries and which are still outstanding and (ii) if and for so long as the relevant
German Obligor is subject to a domination agreement (Beherrschungsvertrag) as a dominated
company (beherrschte Gesellschaft).




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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT





	21	 	Representations
	 
	21.1	 	General
	 
	21.1.1	 	Each Obligor makes the representations and warranties set out in this clause 21 to each
Finance Party on the date of this Agreement.
	 
	21.1.2	 	Each Obligor acknowledges that the Finance Parties have entered into this Agreement in
reliance on those representations and warranties.
	 
	21.2	 	Status
	 
	21.2.1	 	It and each of its Subsidiaries:






	 	(a)	 	(other than in respect of any limited partnership) is duly incorporated and
validly existing under the laws of the respective jurisdictions of their
incorporation as limited liability companies;
	 
	 	(b)	 	(in case of any limited partnership only), is duly established and validly
existing as a limited partnership under the laws of the Federal Republic of Germany;
and
	 
	 	(c)	 	(in the case of a German Obligor only) the place from which it is
administered and where all managerial decisions are taken (tatsächlicher
Verwaltungssitz) is located within the Federal Republic of Germany.






	21.2.2	 	It and each of its Subsidiaries has the power to own its assets.
	 
	21.2.3	 	It and each of its Subsidiaries has all material Authorisations necessary to carry on its
business as it is being conducted.
	 
	21.3	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in each Finance Document are legal, valid,
binding and enforceable obligations subject to and limited by the provisions of any
applicable bankruptcy, insolvency, liquidation, reorganisation, moratorium or other laws of
general application from time to time in effect relating to or affecting the creditors’
rights and remedies generally.
	 
	21.4	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the Finance
Documents do not and will not conflict with:
	 
	21.4.1	 	any law or regulation applicable to it;
	 
	21.4.2	 	its or any of its Subsidiaries’ constitutional documents; or
	 
	21.4.3	 	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any
of its Subsidiaries’ assets (other than any such agreements, instruments or assets that form
part of or are related to the facilities agreements being paid out and discharged by virtue
of the Refinancing);
	 
	 	 	where, in respect of clause 21.4.1 above or clause 21.4.2 above, such non-performance or
conflict might reasonably be expected to have a Material Adverse Effect




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	21.5	 	Power and authority
	 
	 	 	It has the power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Finance Documents to which it is a
party and the transactions contemplated by those Finance Documents.
	 
	21.6	 	Validity and admissibility in evidence
	 
	 	 	All Authorisations required to enable it lawfully to enter into, exercise its rights and
comply with its obligations in the Finance Documents to which it is a party have been
obtained or effected and are in full force and effect.
	 
	21.7	 	Governing law and enforcement
	 
	 	 	The choice of German law as the governing law of the Finance Documents will be recognised and
enforced in its jurisdiction of incorporation.
	 
	21.8	 	Deduction of Tax
	 
	 	 	It is not required under the law of its jurisdiction of incorporation or establishment, any
jurisdiction in which it carries on business or any jurisdiction in which it is tax resident
to make any deduction for or on account of Tax from any payment it may make under any Finance
Document.
	 
	21.9	 	No filing or stamp taxes
	 
	 	 	Under the law of its jurisdiction of incorporation or establishment it is not necessary that
the Finance Documents be filed, recorded or enrolled with any court or other authority in
that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to
the Finance Documents or the transactions contemplated by the Finance Documents.
	 
	21.10	 	No default
	 
	21.10.1	 	No Event of Default is continuing or might reasonably be expected to result from the
making of any Utilisation.
	 
	21.10.2	 	No other event or circumstance is outstanding which constitutes a default (howsoever
defined) under any other agreement or instrument which is binding on it or any of its
Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might
have a Material Adverse Effect.
	 
	21.11	 	No misleading information
	 
	21.11.1	 	Any factual information provided by any member of the ZPR Group for the purposes of any
Permitted Transaction was true and accurate in all material respects as at the date it was
provided or as at the date (if any) at which it is stated.
	 
	21.11.2	 	So far as it is aware after making due and diligent enquiries, all other written
information provided by any member of the ZPR Group (including its advisers) to a Finance
Party was true, complete and accurate in all material respects as at the date it was provided
and, except as may be superseded by subsequent written information provided to such Finance
Party, is not misleading in any material respect.




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	21.12	 	Financial statements
	 
	21.12.1	 	Its most recent financial statements (delivered in accordance with clause 22.1 (Financial
statements) fairly and truly represent its financial condition and operations during the
relevant financial year.
	 
	21.12.2	 	There has been no Material Adverse Change in its business or financial condition (or the
business or consolidated financial condition of the ZPR Group, in the case of the Parent)
since the delivery of the latest financial statements in accordance with this Agreement.
	 
	21.13	 	Pari passu ranking
	 
	 	 	Its payment obligations under the Finance Documents rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally.
	 
	21.14	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect have (to the best of its knowledge and belief) been started or
threatened against it or any of its Subsidiaries.
	 
	21.15	 	Insurances
	 
	 	 	It maintains Insurance on and in relation to its business and assets with reputable
underwriters or insurance companies against such risks and to such extent as is usual for
prudent companies carrying on a business such as that carried on by it and, so far as it is
aware, no event or circumstance has occurred, nor has there been any omission to disclose a
fact, which would in either case entitle any insurer to avoid or otherwise reduce its
liability under any policy relating to the Insurances.
	 
	21.16	 	Good title to assets
	 
	 	 	It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or
licences of, the assets necessary to carry on its business in all material respects as
presently conducted.
	 
	21.17	 	Environmental compliance
	 
	21.17.1	 	It and each of its Subsidiaries has obtained all requisite Environmental Licences required
for the carrying on of its business as currently conducted and has at all times complied
with:






	 	(a)	 	all applicable Environmental Laws;
	 
	 	(b)	 	the terms and conditions of such Environmental Licences; and
	 
	 	(c)	 	all other covenants, conditions, restrictions and agreements directly or
indirectly concerned with any Environmental Contamination,






	 	 	where failure to do so might reasonably be expected to have a Material Adverse Effect.
	 
	21.17.2	 	There are to its knowledge no circumstances which prevent or interfere, or which may
reasonably be expected to prevent or interfere, with the compliance in the future of it and
each of its Subsidiaries with all applicable Environmental Laws, the terms of all
Environmental Licences




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	 	 	referred to in clause 21.17.1 above and all covenants, conditions, restrictions and
agreements referred to in such clause.
	 
	21.18	 	Environmental Claims
	 
	 	 	No Environmental Claim which, if determined against it or any of its Subsidiaries, might
reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge
and belief) been started or threatened against it or any of its Subsidiaries.
	 
	21.19	 	Taxation
	 
	21.19.1	 	It and each of its Subsidiaries has duly and punctually paid and discharged all Taxes
imposed upon it or its assets or, as the case may be, upon such Subsidiary or the assets of
such Subsidiary within the time period allowed without incurring penalties (save to the
extent that (i) payment is being contested in good faith by appropriate proceedings and for
which adequate reserves have been provided in accordance with GAAP and (ii) payment can be
lawfully withheld) and to the extent that any Taxes are not due and payable, the Borrower has
provided adequate reserves for the payment of those Taxes in accordance with GAAP.
	 
	21.19.2	 	It and each of its Subsidiaries is not materially overdue in the filing of any Tax
returns.
	 
	21.19.3	 	No claims are being or are reasonably likely to be asserted against it or any of its
Subsidiaries with respect to Taxes which might reasonably be expected to have a Material
Adverse Effect.
	 
	21.20	 	Indebtedness
	 
	 	 	No Obligor and no other member of the ZPR Group has any Financial Indebtedness other than
Permitted Indebtedness.
	 
	21.21	 	No Security
	 
	 	 	Save for any Permitted Encumbrances:
	 
	21.21.1	 	no Security exists over any of the assets of any Obligor or any other member of the ZPR
Group; and
	 
	21.21.2	 	no arrangement or transaction as described in clause 24.13.2 (Negative pledge) has been
entered into by any Obligor or any other member of the ZPR Group and is outstanding.
	 
	21.22	 	Consents etc. relating to any Permitted Transaction
	 
	 	 	All material Authorisations which are required to be obtained under any applicable law or
regulation for the consummation of each Permitted Transaction (including approval from
shareholders, third parties and all applicable competition and anti-trust regulations
authorities) have been obtained and are in full force and effect and all conditions of any
such Authorisation have been complied with or will be complied with in accordance with their
terms.
	 
	21.23	 	Repetition
	 
	21.23.1	 	The Repeating Representations are deemed to be made by each Obligor by reference to the
facts and circumstances then existing on:






	 	(a)	 	the date of each Compliance Certificate and the date of each Utilisation
Request; and




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	 	(b)	 	in the case of an Additional Guarantor, the day on which the company
becomes (or it is proposed that the company becomes) an Additional Guarantor.






	21.23.2	 	Each Repeating Representations to be made after the date of this Agreement shall be made
or deemed to be made by reference to the facts and circumstances existing at the date the
Repeating Representations is made.
	 
	22	 	Information undertakings
	 
	 	 	The undertakings in this clause 22 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	22.1	 	Financial statements
	 
	 	 	The Parent and/or the Borrower shall supply to the Agent in sufficient copies for all the
Lenders:
	 
	22.1.1	 	as soon as they become available, but in any event within 90 days of the end of its
financial years the Parent’s audited consolidated financial statements (including balance
sheet, profit and loss statement, cash flow statement and related auditors’ report);
	 
	22.1.2	 	as soon as they become available, but in any event within 90 days of the end of its
financial years the pro forma consolidated financial statements for the ZPR Group (including
balance sheet, profit and loss statement and cash flow statement);
	 
	22.1.3	 	as soon as they become available, but in any event within 90 days of the end of its
financial years the balance sheet, profit and loss statement, cash flow statement and related
auditors’ report for the Borrower (and, on the Agent’s request, each Obligor individually)
for such financial year, audited by a recognised firm of independent auditors licensed to
practise in the Federal Republic of Germany;
	 
	22.1.4	 	as soon as available, but no later than 45 days after the end of each financial quarter
year, the balance sheet, profit and loss statement and cash flow statement for the Borrower
for such period which will be in a form reasonably acceptable to the Lenders;
	 
	22.1.5	 	30 days prior to the beginning of the relevant financial year, the budgeted balance sheet,
the budgeted profit and loss statement and the budgeted cash flow statement for the next
following financial year for the Borrower; and
	 
	22.1.6	 	any financial statements delivered in accordance with clause 22.1.1 above and clause 22.1.4
above shall be accompanied by the production report for the respective period, including,
inter alia, actual production figures, operating cost figures, sales and sales price figures
and the budgeted figures thereof.
	 
	22.2	 	Compliance Certificate
	 
	22.2.1	 	The Borrower shall supply to the Agent, with each set of financial statements delivered
pursuant to clause 22.1.1 (Financial statements) and clause 22.1.4 (Financial statements), a
Compliance Certificate setting out (in reasonable detail) computations as to compliance with
clause 23 (Financial covenants) as at the date as at which those financial statements were
drawn up.
	 
	22.2.2	 	Each Compliance Certificate shall be signed by two directors of the Borrower.
	 
	22.2.3	 	In case of a dispute between the Agent and the Borrower in respect to the data or
computations set out in the Compliance Certificate the Agent may request an independent
auditor to certify such data and calculations.




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	22.3	 	Requirements as to financial statements
	 
	22.3.1	 	Each set of financial statements delivered pursuant to clause 22.1 (Financial statements)
shall be certified by a director of the relevant company as fairly representing its financial
condition as at the date as at which those financial statements were drawn up.
	 
	22.3.2	 	Each of the Parent and the Borrower will at the request of the Agent require and authorise
its auditors to discuss with the Lenders matters reasonably related to or arising out of the
annual audit of the Parent or the Borrower by such auditors.
	 
	22.3.3	 	The Parent shall procure that each set of financial statements delivered pursuant to clause
22.1 (Financial statements) is prepared using GAAP.
	 
	22.3.4	 	The Parent shall procure that each set of financial statements of an Obligor delivered
pursuant to clause 22.1 (Financial statements) is prepared using GAAP, accounting practices
and financial reference periods consistent with those applied in the preparation of the
Original Financial Statements for that Obligor unless, in relation to any set of financial
statements, it notifies the Agent that there has been a change in GAAP, the accounting
practices, reference periods or its auditors (or, if appropriate, the auditors of the
Obligor) and delivers to the Agent:






	 	(a)	 	a description of any change necessary for those financial statements to
reflect the GAAP, accounting practices and reference periods upon which that
Obligor’s Original Financial Statements were prepared; and
	 
	 	 	 	sufficient information, in form and substance as may be reasonably required by the
Agent, to enable the Lenders to determine whether clause 23 (Financial covenants) has
been complied with and make an accurate comparison between the financial position
indicated in those financial statements and that Obligor’s Original Financial
Statements,
	 
	 	 	 	provided that the Agent shall be entitled, in order for it to fulfil its duties under
the Finance Documents (acting reasonably) to consult with the auditors of the relevant
Obligor and the Borrower shall, at its cost, cause the auditors to assist and support
the Agent.






	 	 	Any reference in this Agreement to those financial statements shall be construed as a
reference to those financial statements as adjusted to reflect the basis upon which the
Original Financial Statements were prepared.
	 
	22.4	 	Information: miscellaneous
	 
	 	 	Each of the Parent and the Borrower shall supply to the Agent (in sufficient copies for all
the Lenders, if the Agent so requests):
	 
	22.4.1	 	promptly, the details of any newly created Permitted Encumbrances (save for the creation of
any Security in accordance with paragraph (b) of the definition of Permitted Encumbrances);
	 
	22.4.2	 	promptly, upon the request of the Agent, a certified copy of any agreement between an
Obligor and any other Subsidiary of the Ultimate Parent;
	 
	22.4.3	 	promptly, the details of any newly created Permitted Indebtedness;
	 
	22.4.4	 	promptly upon becoming aware of it, the details of any tax field audit (Betriebsprüfung)
which is current, threatened or pending against any member of the ZPR Group;




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	22.4.5	 	promptly upon becoming aware of them, the details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending against any member of the
ZPR Group, and which might, if adversely determined, have a Material Adverse Effect; and
	 
	22.4.6	 	promptly, the details of any change of its constitutional documents, any Transaction
Document or any shareholders’ agreement.
	 
	22.5	 	Notification of default
	 
	22.5.1	 	Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that
a notification has already been provided by another Obligor).
	 
	22.5.2	 	Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate
signed by two of its directors or senior officers on its behalf certifying that no Default is
continuing (or if a Default is continuing, specifying the Default and the steps, if any,
being taken to remedy it).
	 
	22.6	 	Use of websites
	 
	22.6.1	 	Each of the Parent and the Borrower may satisfy its obligation under this Agreement to
deliver any information in relation to those Lenders (the “Website Lenders”) who accept this
method of communication by posting this information onto an electronic website designated by
the Parent and the Agent (the “Designated Website”) if:






	 	(a)	 	the Agent expressly agrees (after consultation with each of the Lenders)
that it will accept communication of the information by this method;
	 
	 	(b)	 	both the Borrower and the Agent are aware of the address of and any
relevant password specifications for the Designated Website; and
	 
	 	(c)	 	the information is in a format previously agreed between the Borrower and
the Agent.






	 	 	If any Lender (a “Paper Form Lender”) does not agree to the delivery of information
electronically then the Agent shall notify the Borrower accordingly and the Borrower shall
supply the information to the Agent (in sufficient copies for each Paper Form Lender) in
paper form. In any event the Parent and the Borrower shall supply the Agent with at least
one copy in paper form of any information required to be provided by them.
	 
	22.6.2	 	The Agent shall supply each Website Lender with the address of and any relevant password
specifications for the Designated Website following designation of that website by the
Borrower and the Agent.
	 
	22.6.3	 	The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:






	 	(a)	 	the Designated Website cannot be accessed due to technical failure;
	 
	 	(b)	 	the password specifications for the Designated Website change;
	 
	 	(c)	 	any new information which is required to be provided under this Agreement
is posted onto the Designated Website;
	 
	 	(d)	 	any existing information which has been provided under this Agreement and
posted onto the Designated Website is amended; or




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	 	(e)	 	the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.






	 	 	If the Borrower notifies the Agent under clause 22.6.3(a) above or clause 22.6.3(e) above,
all information to be provided by the Parent and/or the Borrower under this Agreement after
the date of that notice shall be supplied in paper form.
	 
	22.6.4	 	Any Website Lender may request, through the Agent, one paper copy of any information
required to be provided under this Agreement which is posted onto the Designated Website.
The Borrower shall comply with any such request within ten Business Days.
	 
	22.7	 	“Know your customer” checks
	 
	22.7.1	 	If:






	 	(a)	 	the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of this
Agreement;
	 
	 	(b)	 	any change in the status of an Obligor after the date of this Agreement; or
	 
	 	(c)	 	a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer,






	 	 	obliges the Agent or any Lender (or, in the case of clause 22.7.1(c) above, any prospective
new Lender) to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of the Agent or any Lender supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Agent (for itself or
on behalf of any Lender) or any Lender (for itself or, in the case of the event described in
clause 22.7.1(c) above, on behalf of any prospective new Lender) in order for the Agent, such
Lender or, in the case of the event described in clause 22.7.1(c) above, any prospective new
Lender to carry out and be satisfied it has complied with all necessary “know your customer”
or other similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in the Finance Documents.
	 
	22.7.2	 	Each Lender shall promptly upon the request of the Agent supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Agent (for itself) in
order for the Agent to carry out and be satisfied it has complied with all necessary “know
your customer” or other similar checks under all applicable laws and regulations pursuant to
the transactions contemplated in the Finance Documents.
	 
	22.7.3	 	The Parent shall, by not less than 10 Business Days’ prior written notice to the Agent,
notify the Agent (which shall promptly notify the Lenders) of its intention to request that
one of the Subsidiaries becomes an Additional Guarantor pursuant to clause 27 (Changes to the
Obligors).
	 
	22.7.4	 	Following the giving of any notice pursuant to clause 22.7.1(c) above, if the accession of
such Additional Guarantor obliges the Agent or any Lender to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not
already available to it, the Parent shall promptly upon the request of the Agent or any
Lender supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for
itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or
any prospective new Lender to carry out and be satisfied it has complied with the results of
all necessary “know your customer” or other similar checks under all applicable laws and
regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional
Guarantor.




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	22.8	 	German Banking Act (Kreditwesengesetz)
	 
	 	 	Upon request of the Agent, the Borrower shall provide the Agent with all such further
information about its financial and business affairs, as well as the financial and business
affairs of any of its Subsidiaries, in each case to the extent necessary for any Lender to
comply with its duties under section 18 of the German Banking Act (Kreditwesengesetz).
	 
	23	 	Financial covenants
	 
	23.1	 	Financial definitions
	 
	23.1.1	 	In this clause 23:
	 
	 	 	“Calculation Date” means each 30 June and 31 December in each calendar year commencing with
31 December, 2009;
	 
	 	 	“Cash Flow” means, for any period, the sum of total operating cash flows generated by the
Borrower (excluding, for the avoidance of doubt, any proceeds received from the sale or
exercise of warrants or any other equity interests) after all operating expenses (including
production and capital costs, royalties, general and administration costs, taxes and
exploration and other expenses);
	 
	 	 	“Current Assets” means, on any date, the aggregate of the current assets of the Borrower at
such date (excluding any amount standing to the credit of the Shareholder Distribution
Account);
	 
	 	 	“Current Liabilities” means, on any date, the aggregate of the current liabilities of the
Borrower at such date (but excluding any such liabilities relating to the Obligations);
	 
	 	 	“Current Ratio” means, on any date, the ratio, expressed as a percentage, of:






	 	(a)	 	Current Assets
	 
	 	 	 	to
	 
	 	(b)	 	Current Liabilities.






	 	 	“EBITDA” means, for any period, the consolidated earnings of the Borrower (together with any
distribution by way of dividend or similar return on capital received by the Borrower from
any person which is not a Subsidiary of the Parent), in each case for such period:






	 	(a)	 	before any deduction for or on account of corporation tax or other taxes on
income or gains;
	 
	 	(b)	 	before any deduction for Interest Expense;
	 
	 	(c)	 	after deducting (to the extent included) Interest Receivable;
	 
	 	(d)	 	excluding extraordinary items;
	 
	 	(e)	 	after deducting (to the extent otherwise included) any gain over book value
arising in favour of an Obligor on the disposal of any business or asset (not being any
disposals made in the ordinary course of business) during such period and any gain
arising on any revaluation of any business or asset during such period;




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	 	(f)	 	after adding back (to the extent otherwise deducted) any loss against book value
incurred by an Obligor on the disposal of any business or asset (not being any disposals
made in the ordinary course of business) during such period and any loss on any
revaluation of any business or assets during such period;
	 
	 	(g)	 	after adding back depreciation of fixed assets and amortisation of goodwill or
intangible assets during that period, to the extent deducted.






	 	 	“Interest Cover Ratio” means, for any period on any Calculation Date, the ratio, expressed as
a percentage, of:






	 	(a)	 	EBITDA for such period,
	 
	 	 	 	to
	 
	 	(b)	 	Interest Expense for such period;






	 	 	“Interest Expense” means, for any period, the amount in EUR which will be necessary in order
to pay in full all interest, premium and similar amounts (howsoever characterised and
including (a) the interest element of finance leases, (b) interest on and repayment and
prepayment of Subordinated Debt, (c) discount and acceptance fees payable (or deducted), (d)
fees payable in connection with the issue or maintenance of any bond or bank guarantee,
guarantee or other insurance against Financial Indebtedness and issued by a third party on
behalf of the Obligors, (e) repayment and prepayment premiums payable or incurred in repaying
or prepaying any Financial Indebtedness, and (f) commitment, utilisation and non-utilisation
fees payable or incurred in respect of Financial Indebtedness) accruing in respect of, this
agreement and all other Financial Indebtedness of the Obligors which have become due and
payable during such period;
	 
	 	 	“Interest Receivable” means, for any period, the amount of interest (which for this purpose
shall include all payments of the type described in the definition of Interest Expense)
accrued due to the Obligors during such period whether or not paid;
	 
	 	 	“Leverage Ratio” means the ratio of Net Debt to EBITDA;
	 
	 	 	“Net Debt” means, on any date, the excess of:
	 
	 	 	the sum of:
	 
	 	 	the principal amount of Utilisations outstanding on such date;
	 
	 	 	the principal amount of other Financial Indebtedness (except current payables to suppliers)
of the Obligors outstanding on such date;
	 
	 	 	less
	 
	 	 	Unencumbered Cash at such date. For the avoidance of doubt, Subordinated Debt is not
accounted for Net Debt;
	 
	 	 	“Obligations” means, with respect to each Obligor, all obligations of such Obligor with
respect to the repayment or performance of all obligations (monetary or otherwise) of such
Obligor arising under or in connection with the Finance Documents and each other loan
document and where the term “Obligations” is used without reference to a particular Obligor,
such term means the Obligations of all Obligors.




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	 	 	“Unencumbered Cash” means, at any date, the principal amount of freely available cash
balances maintained by the Borrower in bank accounts maintained with financial institutions
located in approved locations on such date (and, for the avoidance of doubt, a cash balance
shall not be freely available if it is subject to any lien in favour of any third party
(excluding, however, any such lien arising by way of set-off rights under mandatory
principles of applicable law)
	 
	23.2	 	Leverage Ratio
	 
	 	 	The Borrower shall ensure (and the Parent will procure) that the Leverage Ratio in respect of
any twelve months period on any Calculation Date shall not exceed 3.00:1.
	 
	23.3	 	Interest Cover Ratio
	 
	 	 	The Borrower shall ensure (and the Parent will procure) that the Interest Cover Ratio in
respect of each twelve months period on any Calculation Date shall equal or exceed 1.20:1.
	 
	23.4	 	Current Ratio
	 
	 	 	The Borrower shall ensure (and the Parent will procure) that the Current Ratio on any
Calculation Date shall equal or exceed 110 per cent.
	 
	23.5	 	Calculations
	 
	 	 	All calculations made for the purposes of the covenants set out in clause 23.2 (Leverage
ratio) and clause 23.4 (Current Ratio) shall be made for the Borrower.
	 
	24	 	General undertakings
	 
	 	 	The undertakings in this clause 24 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	24.1	 	Authorisations
	 
	 	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will)
promptly:
	 
	24.1.1	 	obtain, comply with and do all that is necessary to maintain in full force and effect; and
	 
	24.1.2	 	supply certified copies to the Agent of,
	 
	 	 	any Authorisation required under any law or regulation of its jurisdiction of incorporation
to enable it to perform its obligations under the Finance Documents and to ensure the
legality, validity, enforceability or admissibility in evidence in its jurisdiction of
incorporation of any Finance Document.
	 
	24.2	 	Compliance with laws
	 
	 	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will)
comply in all respects with all laws to which it may be subject, if failure so to comply
would materially impair its ability to perform its obligations under the Finance Documents.
	 
	24.3	 	Insurance
	 
	24.3.1	 	The Borrower shall (and the Parent shall ensure that each other member of the ZPR Group
will) at all times effect and maintain insurance on and in relation to its business and
assets with reputable 




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	 	 	underwriters or insurance companies against such risks and to such extent as is
usual for prudent companies carrying on a business such as that carried on by it or such
other member of the ZPR Group.
	 
	24.3.2	 	The Borrower shall (and the Parent shall ensure that each other member of the ZPR Group
will) pay all premiums and do all other things necessary to keep on foot the insurances
required to be effected and maintained by it pursuant to clause 24.3.1 above.
	 
	24.4	 	Transactions with third parties
	 
	 	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will)
conclude any transaction with a third party, irrespective of whether or not it is a
Subsidiary of the Ultimate Parent, only on terms no less beneficial to it than those
obtainable on an arm’s length basis. It will further waive any Financial Indebtedness owed
by any person to it only for valuable market consideration.
	 
	24.5	 	Syndication
	 
	 	 	In the event that the Original Lender notifies the Borrower of its intention to syndicate the
facility. the Borrower shall provide at its own cost assistance to the Original Lender in the
syndication of the Facility, including by taking all reasonable steps to make management
available for the purpose of making presentations to, or meeting, potential lending
institutions and comply with all reasonable requests for information from potential syndicate
members.
	 
	24.6	 	Information Memorandum
	 
	 	 	In the event that the Original Lender notifies the Borrower of its intention to syndicate the
Facility, each of the Parent and the Borrower shall use reasonable best endeavours to assist
the Original Lender in the preparation of a Information Memorandum and ensure that, save as
otherwise disclosed in the Information Memorandum, the factual information contained in the
Information Memorandum is true and accurate and complete in all material respects on the date
thereof (or, if different, as of the date when it is stated) and that the Borrower and the
Obligors do not omit to make any disclosure which would make the Information Memorandum
misleading in any material respect, and in the case of any financial projections or
expressions of opinion contained in the Information Memorandum, procure that such projections
and expressions are prepared or made in good faith and on the basis of assumptions believed
by the Parent or any of its Subsidiaries to be reasonable and ensure that, if in the opinion
of the Arranger it is necessary for the purpose of syndication, the Information Memorandum is
updated immediately prior to syndication.
	 
	24.7	 	Pari passu ranking
	 
	 	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will)
ensure that its payment obligations under the Finance Documents will rank at least pari passu
with the claims of all its unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.
	 
	24.8	 	Environmental compliance
	 
	24.8.1	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group
will) obtain and maintain all requisite Environmental Licences and comply with:






	 	(a)	 	all applicable Environmental Laws;
	 
	 	(b)	 	the terms and conditions of all Environmental Licences applicable to it;
and




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	 	(c)	 	all other covenants, conditions, restrictions and agreements directly or
indirectly concerned with any Environmental Contamination,






	 	 	and take all reasonable steps in anticipation of known or expected future changes to or
obligations under the same, in each case where failure to do so might reasonably be expected
to have a Material Adverse Effect.
	 
	24.8.2	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group
will) take all action necessary to prevent the sites from being affected by Environmental
Contaminations. In particularly, the Obligor shall (and the Parent shall ensure that each
other member of the ZPR Group will) carry out investigation measures for purposes of risk
assessment, clean-up measures, protective containment measures or measures to eliminate,
reduce or otherwise remedy an immediate danger to life or health, provided, however, that
such measures (i) have to be performed pursuant to a final or immediate ordinance by any
authorities, court judgment, or an agreement with an authority relating to clean-up measures
or (ii) are necessary to eliminate, reduce or otherwise remedy an immediate danger to life or
health.
	 
	24.9	 	Environmental Claims
	 
	 	 	The Borrower shall inform the Agent in writing as soon as reasonably practicable upon its
becoming aware of:
	 
	24.9.1	 	any Environmental Claim which has been commenced or threatened against any member of the
ZPR Group; or
	 
	24.9.2	 	any facts or circumstances which will or are reasonably likely to result in any
Environmental Claim being commenced or threatened against any member of the ZPR Group,
	 
	 	 	where the claim might, if determined against that member of the ZPR Group, reasonably be
expected to have a Material Adverse Effect.
	 
	24.10	 	Taxation
	 
	24.10.1	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group
will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within
the time period allowed without incurring penalties (save to the extent that (i) payment is
being contested in good faith, (ii) adequate reserves are being maintained for those Taxes
and (iii) payment can be lawfully withheld).
	 
	24.10.2	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will)
be materially overdue in the filing of any Tax returns.
	 
	24.10.3	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group
will) do all such things as are necessary to ensure that no claims are or are reasonably
likely to be asserted against any member of the ZPR Group with respect to Taxes which might
reasonably be expected to have a Material Adverse Effect. 
	 
	24.11	 	Refinancing
	 
	 	 	Each of the Parent and the Borrower will procure that all acts and things (including the
execution of powers of attorney, assignments or other instruments) as are reasonably required
to give effect to the purposes of Refinancing are, or will promptly be, done (and do nothing
to jeopardise the same).




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	24.12	 	Capitalisation
	 
	 	 	Each Obligor shall (and the Parent shall ensure that each other member of the ZPR Group will)
ensure that, at all times after the date of this Agreement or, if later, the date it becomes
a Party, it and each of its Subsidiaries have sufficient equity to be and remain in
compliance with all thin capitalisation rules applicable to it and them.
	 
	24.13	 	Negative pledge
	 
	24.13.1	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will)
create or permit to subsist any Security over all or any of its assets or create any
restriction or prohibition on encumbrances over all or any of its assets.
	 
	24.13.2	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will):






	 	(a)	 	sell, transfer or otherwise dispose of any of its assets on terms whereby
they are or may be leased to or re-acquired by an Obligor or any other member of the
ZPR Group;
	 
	 	(b)	 	sell, transfer or otherwise dispose of any of its receivables on recourse
terms;
	 
	 	(c)	 	enter into any arrangement under which money or the benefit of a bank or
other account may be applied, set-off or made subject to a combination of accounts;
or
	 
	 	(d)	 	enter into any other preferential arrangement having a similar effect,






	 	 	in circumstances where the arrangement or transaction is entered into primarily as a method
of raising Financial Indebtedness or of financing the acquisition of an asset.
	 
	24.13.3	 	Clause 24.13.1 above and clause 24.13.2 above do not apply to any Permitted Encumbrances.
	 
	24.14	 	Disposals
	 
	24.14.1	 	Except as permitted under clause 24.14.2, no Obligor shall (and the Parent shall ensure
that no other member of the ZPR Group will), enter into a single transaction or a series of
transactions (whether related or not) and whether voluntary or involuntary to sell, lease,
transfer or otherwise dispose of any asset, including any material investment (Beteiligungen)
or divisions (Betriebsteile).
	 
	24.14.2	 	Clause 24.14.1 above does not apply to any sale, lease, transfer or other disposal:






	 	(a)	 	made in the ordinary course of business of the disposing entity;
	 
	 	(b)	 	of assets in exchange for other assets comparable or superior as to type,
value and quality;
	 
	 	(c)	 	of assets that are worn out, obsolete or redundant;
	 
	 	(d)	 	which is a Permitted Transaction;
	 
	 	(e)	 	to which the Majority Lenders have given their prior written consent; or
	 
	 	(f)	 	where the higher of the market value or consideration receivable (when
aggregated with the higher of the market value or consideration receivable for any
other sale, lease, transfer or other disposal, other than any permitted under clause
24.14.2(a), clause 24.14.2(b) and clause 24.14.2(c) above) does not exceed EUR
1,000,000 (or its equivalent in another currency or currencies) in any financial
year.




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	24.15	 	Financial Indebtedness
	 
	 	 	No Obligor shall incur, create or permit to subsist or have outstanding any Financial
Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur,
create or permit to subsist any Financial Indebtedness other than, in each case, Permitted
Indebtedness.
	 
	24.16	 	Treasury Transactions
	 
	24.16.1	 	No Obligor shall (and the Parent will procure that no members of the ZPR Group will) enter
into any Treasury Transaction, other than the hedging transactions contemplated by the
Hedging Strategy and documented by the Hedging Agreements.
	 
	24.16.2	 	The Borrower shall ensure that all hedging arrangements contemplated by the Hedging
Strategy are implemented in accordance with the terms of the Hedging Strategy and that such
arrangements are not terminated, varied or cancelled without the prior consent of the Agent
(acting on the instructions of the Majority Lenders), save (in the case of arrangements
documented by the Hedging Agreements) as permitted by the Security Pooling Agreement.
	 
	24.17	 	Merger; agreement on profit
	 
	 	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will)
enter into:
	 
	24.17.1	 	any amalgamation, demerger, merger, consolidation or corporate reconstruction or any
transaction with the commercial effect of the foreging; or
	 
	24.17.2	 	any profit and loss transfer agreement (Ergebnisabführungsvertrag), any partnership
agreements (stille Beteiligungen), any other intercompany agreement (Unternehmensvertrag) or
any similar arrangement having as a consequence that a third party shares in the profits of
any member of the ZPR Group or exercises control over any member of the ZPR Group,
	 
	 	 	in each case other than:






	 	(a)	 	a Permitted Transaction;
	 
	 	(b)	 	with the prior written consent of the Majority Lenders.






	24.18	 	Major investment
	 
	 	 	No Obligor shall (and the Parent will procure that no members of the ZPR Group will) without
the prior written consent of the Agent acquire any assets (separately or in a series of
related acquisitions):
	 
	24.18.1	 	the aggregate value of which exceeds EUR 10,000,000; and
	 
	24.18.2	 	that the funding of which is fully or partially provided for by the proceeds of a Loan.
	 
	24.19	 	Joint Ventures
	 
	24.19.1	 	Except as permitted under clause 24.19.2 below, no Obligor shall (and the Parent shall
ensure that no member of the ZPR Group will):






	 	(a)	 	enter into, invest in or acquire (or agree to acquire) any shares, stocks,
securities or other interest in any Joint Venture; or




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	 	(b)	 	transfer any assets or lend to or guarantee or give an indemnity for or
give Security for the obligations of a Joint Venture or maintain the solvency of or
provide working capital to any Joint Venture (or agree to do any of the foregoing).






	24.19.2	 	Clause 24.19.1 above does not apply to any acquisition (or agreement to acquire) any
interest in a Joint Venture or transfer of assets (or agreement to transfer assets) to a
Joint Venture or loan made to or guarantee given in respect of the obligations of a Joint
Venture if such transaction is a Permitted Transaction.
	 
	24.20	 	Change of business
	 
	24.20.1	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will)
make any substantial change to the general nature of its business from that carried on at the
date of this Agreement.
	 
	24.20.2	 	The Parent shall procure that no substantial change is made to the general nature of the
business of the ZPR Group from that carried on at the date of this Agreement.
	 
	24.21	 	Share capital
	 
	 	 	No Obligor shall (and the Parent shall ensure that no other member of the ZPR Group will)
without the prior consent of the Majority Lenders:
	 
	24.21.1	 	redeem, purchase, return or make any repayment in respect of any of its share capital or
make any capital distribution or enter into any agreement to do so; or
	 
	24.21.2	 	issue any shares or grant any person any right (whether conditional or unconditional) to
call for the issue or allotment of any shares in the capital of such Obligor (including an
option or a right of pre-emption or conversion) or enter into any agreement to do any of the
foregoing,
	 
	 	 	in each case, other than in accordance with the terms hereof and the terms of the
Shareholders’ Undertaking Agreement.
	 
	24.22	 	Dividends and withdrawals
	 
	 	 	No Obligor shall pay dividends and any other returns to any of its investors (including in
relation to any debt instruments) other than in accordance with the terms hereof and the
terms of the Shareholders’ Undertaking Agreement.
	 
	24.23	 	Subordinated Liabilities
	 
	 	 	No Obligor shall (and the Parent shall procure that no other member of the ZPR Group will):
	 
	24.23.1	 	pay interest on any Subordinated Liabilities; and/or
	 
	24.23.2	 	prepay, repay, redeem, purchase or otherwise acquire any Subordinated Liabilities prior to
the Termination Date;
	 
	 	 	in each case, other than in accordance with the terms hereof and the terms of the
Shareholders’ Undertaking Agreement.
	 
	24.24	 	No other obligations
	 
	 	 	No Obligor shall (and the Parent shall procure that no other member of the ZPR Group will),
without the prior consent of the Majority Lenders, incur any material obligations that are
not contemplated




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	 	 	by or permissible under any Finance Document or which the relevant member of the ZPR Group
does not assume in the ordinary course of business.
	 
	24.25	 	Conditions precedent to other documentation
	 
	 	 	The Parent will procure that no member of the ZPR Group party to such documents will (i)
waive (in whole or in part) any condition precedent under the Shareholder Loan Agreements,
the Fiscal Unity Documents or (ii) determine or declare or accept that any such condition
precedent is satisfied where it is not actually satisfied or (iii) declare any such agreement
is unconditional if any such condition precedent is not fulfilled.
	 
	24.26	 	Limitations of undertakings
	 
	 	 	Notwithstanding the foregoing provisions of this clause 24 (General undertakings) (but
without prejudice to any of the obligations thereunder of any Obligor not incorporated in
Germany), the undertakings set out in clause 24.144 (Disposals), clause 24.177 (Merger;
agreement on profit), clause 24.1919 (Joint Ventures), clause 24.200 (Change of business),
clause 24.211 (Share capital), clause 24.222 (Dividends and withdrawals) and clause 24.233
(Subordinated Liabilitiest) (the “Relevant Undertakings”) are not and shall not be given by
any German Obligor. However:
	 
	24.26.1	 	each German Obligor shall give to the Agent not less than twenty (20) Business Days’ prior
written notice if it or any of its Subsidiaries proposes to take or permit any action or
circumstance which, if all the Relevant Undertakings had been given by that German Obligor on
the date of this Agreement and had thereafter remained in force, would constitute a breach of
any of the Relevant Undertakings;
	 
	24.26.2	 	the Agent shall be entitled, within ten (10) Business Days of receipt of notice under
clause 24.26.1 above, to request that the relevant German Obligor supplies to the Agent, in
sufficient copies for the Lenders, such further relevant information as the Agent (acting
reasonably) may consider necessary for the purposes of this clause 24.266 and such German
Obligor shall supply such further information promptly and in any event within ten (10)
Business Days of the request therefor, subject to any relevant confidentiality obligations
(provided that the relevant Obligor has used all reasonable endeavours to procure a release
from any such confidentiality obligations);
	 
	24.26.3	 	if any Lender considers that the relevant action or circumstance (taken alone or together
with other actions or circumstances, whether or not permitted hereunder) may have a Material
Adverse Effect or materially and adversely affects its interests as a Lender under the
Finance Documents, it may so notify the Agent in writing;
	 
	24.26.4	 	if, by not later than the date ten (10) Business Days after receipt by the Agent of notice
pursuant to clause 24.26.1 above (or, if later and additional information has been requested
pursuant to clause 24.26.2 above, by not later than the date ten (10) Business Days after
receipt by the Agent of such additional information if received within the prescribed time or
the date ten (10) Business Days after the request therefor if not), the Agent has received
notices pursuant to clause 24.26.3 above from Lenders which constitute the Majority Lenders,
the Agent shall promptly notify the Borrower and the Lenders; and
	 
	24.26.5	 	if the Agent gives notice to the Borrower pursuant to clause 24.26.4 above or the relevant
action is undertaken or circumstance is permitted before the date two (2) Business Days after
the latest time for the receipt by the Agent of notices pursuant to clause 24.26.4 above, the
undertaking of the relevant action or permitting of the relevant circumstances shall
immediately constitute an Event of Default provided that, for the avoidance of doubt, no
failure of any German Obligor to perform or comply with an obligation under a Relevant
Undertaking shall of itself constitute an Event of Default.




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	25	 	Events of Default
	 
	 	 	Each of the events or circumstances set out in clause 25 is an Event of Default.

	 
	25.1	 	Non-payment
	 
	 	 	An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at
the place at and in the currency in which it is expressed to be payable unless:
	 
	25.1.1	 	its failure to pay is caused by administrative or technical error; and
	 
	25.1.2	 	payment is made within 10 Business Days of its due date.
	 
	25.2	 	Financial covenants
	 
	 	 	Any requirement of clause 23 (Financial covenants) is not satisfied.
	 
	25.3	 	Other obligations
	 
	25.3.1	 	An Obligor does not comply with any provision of the Finance Documents (other than those
referred to in clause 25.1 (Non-payment) and clause 25.2 (Financial covenants)).
	 
	25.3.2	 	A German Obligor does not comply with a Relevant Undertaking after the Agent has confirmed,
within the periods set out in clause 24.266 (Limitation of undertakings), that it considers
the relevant action or step to have material adverse consequences for the Lenders’ risk or
security position.
	 
	25.3.3	 	An Obligor does not comply with any provision of any Security Document.
	 
	25.3.4	 	No Event of Default under clause 25.3.1 above and clause 25.3.3 above will occur if:






	 	(a)	 	the Agent considers that the relevant non-compliance is capable of remedy;
and
	 
	 	(b)	 	the relevant non-compliance is remedied within 20 Business Days of the
earlier of (i) the Agent giving notice to the Borrower and (ii) the date on which the
Borrower became aware or ought reasonably to have become aware of such
non-compliance.






	25.4	 	Misrepresentation
	 
	 	 	Any representation or statement made or deemed to be made by an Obligor in the Finance
Documents or any other document delivered by or on behalf of any Obligor under or in
connection with any Finance Document is or proves to have been incorrect or misleading in any
material respect when made or deemed to be made.
	 
	25.5	 	Cross default
	 
	25.5.1	 	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally
applicable grace period.
	 
	25.5.2	 	Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and
payable prior to its specified maturity as a result of an event of default (however
described).
	 
	25.5.3	 	Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a
creditor of any Obligor as a result of an event of default (however described).




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	25.5.4	 	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any
Obligor due and payable prior to its specified maturity as a result of an event of default
(however described).
	 
	25.5.5	 	No Event of Default will occur under this clause 25.5 if: (i) the aggregate amount of
Financial Indebtedness or commitment for Financial Indebtedness falling within clause 25.5.1
above to clause 25.5.4 above is less than EUR 3,000,000 (or its equivalent in any other
currency or currencies) at any one time; or (ii) any event or circumstance that would
otherwise give rise to, or cause an Event of Default to occur, under clause 25.5.1 to 25.5.4
above is disputed in good faith by the Obligor or Obligors affected thereby by way of
appropriate proceedings.
	 
	25.6	 	Insolvency
	 
	 	 	If:
	 
	25.6.1	 	any German Obligor or other member of the ZPR Group that is incorporated or established or
has a place of business in the Federal Republic of Germany:






	 	(a)	 	is unable to pay its debts as they fall due (Zahlungsunfähigkeit);
	 
	 	(b)	 	commences negotiations with any one or more of its creditors with a view to
the general readjustment or rescheduling of its indebtedness or, for any of the
reasons set out in sections 17 to 19 of the German Insolvency Act (InsO);
	 
	 	(c)	 	files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or
the board of directors or management of any such German Obligor or member of the ZPR
Group is required by law to file for insolvency; or
	 
	 	(d)	 	the competent court takes any of the actions set out in section 21 of the
German Insolvency Act (InsO) or the competent court institutes insolvency proceedings
against any such German Obligor or member of the ZPR Group (Eröffnung des
Insolvenzverfahrens); or






	25.6.2	 	any non-German Obligor or other member of the ZPR Group:






	 	(a)	 	is declared bankrupt or enters into a preliminary or definitive moratorium
pursuant to the applicable bankruptcy laws;
	 
	 	(b)	 	becomes, or admits to being, unable generally to pay its debts as they fall
due; or
	 
	 	(c)	 	otherwise becomes insolvent or stops or suspends making payments (whether
of principal or interest) with respect to all or any class of its debts or announces
an intention to do so or a moratorium is declared in respect of any of its
Indebtedness.






	25.7	 	Insolvency and similar proceedings
	 
	 	 	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
	 
	25.7.1	 	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of any member of the ZPR Group other than (i) a solvent liquidation or
reorganisation of any member of the ZPR Group which is not an Obligor (ii) in the case of
such action by a creditor, the Parent or the Borrower can demonstrate, by providing opinion
of a reputable lawyer to that effect, to the reasonable satisfaction of the Agent, such
action is frivolous, vexatious or an abuse of the process of the court or relates to a claim
for which a good defence exists which is being vigorously defended;




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	25.7.2	 	a composition, assignment or arrangement with any creditor of any member of the ZPR Group;
	 
	25.7.3	 	the appointment of a liquidator (other than in respect of a solvent liquidation of a member
of the ZPR Group which is not an Obligor), receiver, administrator, administrative receiver,
compulsory manager or other similar officer in respect of any member of the ZPR Group or any
of its assets (including the directors of any member of the ZPR Group requesting a person to
appoint any such officer in relation to it or any of its assets); or
	 
	25.7.4	 	enforcement of any Security over any assets of any member of the ZPR Group which is not
discharged within 30 days,
	 
	 	 	or any analogous procedure or step is taken in any jurisdiction.
	 
	25.8	 	Execution or distress
	 
	 	 	Any execution (Zwangsvollstreckung) or distress (Beschlagnahme) (or any event which under the
laws under of any other jurisdiction that has a similar effect) is levied against, or an
encumbrancer takes possession of the whole, or any material part, of the assets of any
Obligor is not discharged within 30 days.
	 
	25.9	 	Shareholders’ Undertaking Agreement
	 
	25.9.1	 	The Ultimate Parent fails to comply with the provisions of, or does not perform its
obligations under, the Shareholders’ Undertaking Agreement.
	 
	25.9.2	 	A representation or warranty given by the Ultimate Parent in the Shareholders’ Undertaking
Agreement is incorrect in any material respect and, if the non-compliance or circumstances
giving rise to such misrepresentation are capable of remedy, it is not remedied within 30
days of the earlier of the Agent giving notice to the Ultimate Parent or the Ultimate Parent
becoming aware of the non-compliance or misrepresentation.
	 
	25.10	 	Cessation of business
	 
	 	 	Any member of the ZPR Group or the Ultimate Parent suspends or ceases to carry on (or
threatens to suspend or cease to carry on) all or a material part of its business except as a
result of a disposal which is a Permitted Transaction.
	 
	25.11	 	Audit qualification
	 
	25.11.1	 	The Borrower’s auditors qualify the Borrower’s audited annual financial statements.
	 
	25.11.2	 	The auditors of the ZPR Group qualify the audited annual consolidated financial statements
of the Parent.
	 
	25.12	 	Expropriation
	 
	 	 	The authority or ability of any member of the ZPR Group to conduct its business is limited or
wholly or substantially curtailed by any seizure, expropriation, nationalisation,
intervention, restriction or other action by or on behalf of any governmental, regulatory or
other authority or other person in relation to any member of the ZPR Group or any of its
material assets.
	 
	25.13	 	Repudiation and rescission of agreements




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	25.13.1	 	An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or
purports to repudiate a Finance Document or any of the Transaction Security or evidences an
intention to rescind or repudiate a Finance Document or any Transaction Security.
	 
	25.13.2	 	Any party to the Transaction Documents (other than a Finance Party) rescinds or purports
to rescind or repudiates or purports to repudiate any of those agreements or instruments in
whole or in part where to do so has or is, in the reasonable opinion of the Majority Lenders,
likely to have a Material Adverse Effect.
	 
	25.14	 	Litigation
	 
	 	 	Any litigation, alternative dispute resolution, arbitration, administrative, governmental,
regulatory or other investigations, proceedings or disputes are commenced or threatened in
relation to the Transaction Documents or the transactions contemplated in the Transaction
Documents or against any member of the ZPR Group or its assets which has or is reasonably
likely to have a Material Adverse Effect.
	 
	25.15	 	Ownership of the Obligors
	 
	25.15.1	 	An Obligor (other than the Parent) is not or ceases to be a Subsidiary of the Parent.
	 
	25.15.2	 	A Change of Control occurs.
	 
	25.16	 	Unlawfulness
	 
	 	 	It is or becomes unlawful for an Obligor to perform any of its obligations under the
Transaction Documents.
	 
	25.17	 	Environmental matters
	 
	25.17.1	 	Any Environmental Contamination is discovered on any site owned, leased, occupied or used
by any member of the ZPR Group which might reasonably be expected to have a Material Adverse
Effect.
	 
	25.17.2	 	Any member of the ZPR Group fails to comply with any Environmental Law or any
Environmental Licence or an Environmental Claim is made against any member of the ZPR Group
and as a result a Material Adverse Effect occurs or is reasonably likely to occur.
	 
	25.17.3	 	As a result of any Environmental Law any of the claims and rights of any Finance Party in
respect of any Finance Document becomes subordinated to an extent considered material by the
Majority Lenders to an Environmental Claim.
	 
	25.17.4	 	Any Finance Party becomes subject to any actual or potential liability or obligation in
relation to any site owned, occupied or used by any member of the ZPR Group.
	 
	25.18	 	Material adverse change
	 
	 	 	Any situation or event occurs or series of events occur (including a change to any
regulation) which, in the reasonable opinion of the Majority Lenders, has materially impaired
or which would reasonably likely be expected to materially impair (as compared with the
situation which would have prevailed but for such event, occurrence or condition):
	 
	25.18.1	 	the business, operation, property and financial condition of the Obligors taken as a whole
and as a result, the ability of the Borrower to perform any of its obligations under the
Finance Documents; or




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	25.18.2	 	the validity or enforceability of the Finance Documents.
	 
	25.19	 	Acceleration
	 
	 	 	At any time after the occurrence of (i) an Event of Default set out in clause 25.1
(Non-payment), clause 25.2 (Financial covenants), clause 25.6 (Insolvency), clause 25.7
(Insolvency proceedings), clause 25.8 (Execution or distress) in relation to the Borrower and
clause 25.16 (Unlawfulness) or (ii) any other Event of Default and at any time thereafter
while such Event of Default is continuing and either the Agent, or as the case may be, the
Majority Lenders has or have determined in its or their reasonable opinion taking into
account the enforcement value of any guarantee and Security, that due to said Event of
Default the ability of any Obligor to perform any of its obligations under the Finance
Documents has been materially impaired and/or the Agent or the Majority Lenders have given
consideration to the reasonable concerns of the relevant Obligor and to avoid such notice,
the Agent may, and will if so directed by the Majority Lenders, by written notice to the
Borrower do all or any of the following in addition and without prejudice to any other rights
or remedies which it or any other Finance Party may have under this Agreement or any of the
other Finance Documents:
	 
	25.19.1	 	cancel the Total Commitments whereupon they shall immediately be cancelled;
	 
	25.19.2	 	declare that all or part of the Utilisations, together with accrued interest, and all
other amounts accrued under the Finance Documents be immediately due and payable, whereupon
they shall become immediately due and payable;
	 
	25.19.3	 	declare that all or part of the Utilisations be payable on demand, whereupon they shall
immediately become payable on demand by the Agent on the instructions of the Majority
Lenders;
	 
	25.19.4	 	require the Borrower to:






	 	(a)	 	procure that the liabilities of each of the Lenders and the Issuing Bank
under or in connection with each Bank Guarantee are promptly reduced to zero; or
	 
	 	(b)	 	provide cash collateral for each Bank Guarantee in an amount specified by
the Agent and in the currency of that Bank Guarantee,
	 
	 	whereupon the Borrower will do so; and/or
	 
	 	(c)	 	exercise all or any of its rights, remedies, powers or discretions under
any of the Finance Documents.






	25.20	 	Demand basis
	 
	 	 	If all or part of the Loans and/or the Bank Guarantees have become due and payable on demand
pursuant to clause 25.19 (Acceleration), the Agent, if so instructed by the Majority Lenders,
shall by notice to the Borrower call for repayment and discharge of all or such part of the
Loans and/or the Bank Guarantees on such date as may be specified in such notice whereupon
all or such part of the Loans and/or the Bank Guarantees shall become due and payable and/or,
as appropriate, due for discharge on the date so specified together with all interest,
ancillary and other fees and commitment commission accrued and all other sums payable under
the Finance Documents.




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SECTION 9

CHANGES TO PARTIES





	26	 	Changes to the Lenders
	 
	26.1	 	Assignments and transfers by the Lenders
	 
	26.1.1	 	Subject to this clause 26, a Lender (the “Existing Lender”) may transfer any of its rights
and obligations by way of assignment and assumption (Vertragsübernahme) under any Finance
Document to another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the “New Lender”).
	 
	26.1.2	 	Subject to clause 26.2 (Conditions of assignment and transfer), each Party hereby give
their consent in advance to any assignment and transfer as referred to in clause 26.1.1
above. Receipt of an Assignment and Assumption Certificate by the Agent shall constitute
notice of the assignment and transfer and each Party irrevocably authorises (bevollmächtigt)
and instructs the Agent to receive each such notice on its behalf and irrevocably agrees that
each such notice to be given to such party may be given to the Agent of such party.
	 
	26.1.3	 	For the purposes of this clause 26.1 each Finance Party, which is incorporated or
established under the laws of the Federal Republic of Germany, and each German Obligor hereby
releases the Agent from the restrictions of section 181 of the German Civil Code (BGB).
	 
	26.2	 	Conditions of assignment or assumption
	 
	26.2.1	 	The consultation with the Borrower is required for an assignment or transfer by an Existing
Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender.
	 
	26.2.2	 	The consent of the Issuing Bank (which shall not be unreasonably withheld) is required for
any assignment or transfer by an Existing Lender.
	 
	26.2.3	 	An assignment will only be effective on:






	 	(a)	 	receipt by the Agent of written confirmation from the New Lender (in form
and substance satisfactory to the Agent) that the New Lender will assume the same
obligations to the other Finance Parties as it would have been under if it was an
Existing Lender; and
	 
	 	(b)	 	performance by the Agent of all “know your customer” or other checks
relating to any person that it is required to carry out in relation to such
assignment to a New Lender, the completion of which the Agent shall promptly notify
to the Existing Lender and the New Lender.






	26.2.4	 	A transfer will only be effective if the procedure set out in clause 26.5 (Procedure for
transfer) is complied with.
	 
	26.2.5	 	If:






	 	(a)	 	a Lender assigns or transfers any of its rights or obligations under the
Finance Documents or changes its Facility Office; and
	 
	 	(b)	 	as a result of circumstances existing at the date the assignment, transfer
or change occurs, an Obligor would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under clause 15 (Tax gross-up and
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	 	 	then the New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those clauses to the same extent as the Existing Lender or Lender
acting through its previous Facility Office would have been if the assignment, transfer or
change had not occurred.
	 
	26.3	 	Assignment or transfer fee
	 
	 	 	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of EUR 2,000.
	 
	26.4	 	Limitation of responsibility of Existing Lenders
	 
	26.4.1	 	Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:






	 	(a)	 	the legality, validity, effectiveness, adequacy or enforceability of the
Finance Documents or any other documents;
	 
	 	(b)	 	the financial condition of any Obligor;
	 
	 	(c)	 	the performance and observance by any Obligor of its obligations under the
Finance Documents or any other documents; or
	 
	 	(d)	 	the accuracy of any statements (whether written or oral) made in or in
connection with any Finance Document or any other document,






	 	 	and any representations or warranties implied by law are excluded.
	 
	26.4.2	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(a)	 	has made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of each Obligor and its related
entities in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Lender in connection
with any Finance Document; and
	 
	 	(b)	 	will continue to make its own independent appraisal of the creditworthiness
of each Obligor and its related entities whilst any amount is or may be outstanding
under the Finance Documents or any Commitment is in force.






	26.4.3	 	Nothing in any Finance Document obliges an Existing Lender to:






	 	(a)	 	accept a re-transfer from a New Lender of any of the rights and obligations
assigned or transferred under this clause 26; or
	 
	 	(b)	 	support any losses directly or indirectly incurred by the New Lender by
reason of the non-performance by any Obligor of its obligations under the Finance
Documents or otherwise.






	26.5	 	Procedure for transfer
	 
	26.5.1	 	Subject to the conditions set out in clause 26.2 (Conditions of assignment or transfer) a
transfer is effected in accordance with clause 26.5.3 below when the Agent executes an
otherwise duly completed Assignment and Assumption Certificate delivered to it by the
Existing Lender and the New Lender. The Agent shall, subject to clause 26.5.2 below, as soon
as reasonably practicable after receipt by it of a duly completed Assignment and Assumption
Certificate appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Assignment and Assumption
Certificate.




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	26.5.2	 	Each Party (other than the Existing Lender and the New Lender) irrevocably authorises
(bevollmächtigt) the Agent to execute and thereby ratify on its behalf any duly completed
Assignment and Assumption Certificate.
	 
	26.5.3	 	The Agent shall only be obliged to execute an Assignment and Assumption Certificate
delivered to it by the Existing Lender and the New Lender once it is satisfied it has
complied with all necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to the transfer to such New Lender.
	 
	26.5.4	 	On the Transfer Date:






	 	(a)	 	to the extent that in the Assignment and Assumption Certificate the
Existing Lender seeks to transfer its rights and obligations under the Finance
Documents each of the Obligors and the Existing Lender shall be released from further
obligations towards one another under the Finance Documents and their respective
rights against one another under the Finance Documents shall be cancelled (being the
“Discharged Rights and Obligations”);
	 
	 	(b)	 	each of the Obligors and the New Lender shall assume obligations towards
one another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as that Obligor and the New Lender
have assumed and/or acquired the same in place of that Obligor and the Existing
Lender;
	 
	 	(c)	 	the Agent, the Arranger, the New Lender and other Lenders shall acquire the
same rights and assume the same obligations between themselves as they would have
acquired and assumed had the New Lender been an Original Lender with the rights
and/or obligations acquired or assumed by it as a result of the transfer and to that
extent the Agent, the Arranger and the Existing Lender shall each be released from
further obligations to each other under the Finance Documents; and
	 
	 	(d)	 	the New Lender shall become a Party as a “Lender”.






	26.5.5	 	For the purposes of this clause 26.5 each Party which is incorporated or established under
the laws of the Federal Republic of Germany hereby releases the Agent from the restrictions
of section 181 of the German Civil Code (BGB).
	 
	26.6	 	Copy of Assignment and Assumption Certificate to the Borrower
	 
	 	 	The Agent shall, as soon as reasonably practicable after it has executed an Assignment and
Assumption Certificate, send to the Borrower a copy of that Assignment and Assumption
Certificate.
	 
	26.7	 	Disclosure of information
	 
	 	 	Any Lender may disclose to any of its Affiliates and any other person:
	 
	26.7.1	 	to (or through) whom that Lender assigns or transfers (or may potentially assign or
transfer) all or any of its rights and obligations under this Agreement;
	 
	26.7.2	 	with (or through) whom that Lender enters into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments are to be
made by reference to, this Agreement or any Obligor; or
	 
	26.7.3	 	to whom, and to the extent that, information is required to be disclosed by any applicable
law or regulation,




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	 	 	any information about any Obligor, the ZPR Group and the Transaction Documents as that Lender
shall consider appropriate.
	 
	27	 	Changes to the Obligors
	 
	27.1	 	Assignments and transfer by Obligors
	 
	 	 	No Obligor may assign any of its rights or transfer any of its rights or obligations under
the Finance Documents.
	 
	27.2	 	Additional Guarantors
	 
	27.2.1	 	Subject to compliance with the provisions of clause 22.7.3 (“Know your customer” checks)
and clause 22.7.4 (“Know your customer” checks), the Parent may request that any of its
Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional
Guarantor if:






	 	(a)	 	the Parent delivers to the Agent a duly completed and executed Accession
Letter; and
	 
	 	(b)	 	the Agent has received all of the documents and other evidence listed in
Part II of Schedule 2 (Conditions precedent) in relation to that Additional
Guarantor, each in form and substance satisfactory to the Agent.






	27.2.2	 	The Agent shall notify the Parent, the Lenders and the Issuing Bank promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all the documents
and other evidence listed in Part II of Schedule 2 (Conditions precedent).
	 
	27.3	 	Repetition of representations
	 
	 	 	Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the
Repeating Representations are true and correct in relation to it as at the date of delivery
as if made by reference to the facts and circumstances then existing.
	 
	27.4	 	Resignation of a Guarantor
	 
	27.4.1	 	The Parent may request that a Guarantor (other than the Parent and the Original Borrower)
ceases to be a Guarantor by delivering to the Agent a Resignation Letter.
	 
	27.4.2	 	The Agent shall accept a Resignation Letter and notify the Parent, the Lenders and the
Issuing Bank of its acceptance if:






	 	(a)	 	no Default is continuing or would result from the acceptance of the
Resignation Letter (and the Parent has confirmed this is the case); and
	 
	 	(b)	 	all the Lenders and the Issuing Bank have consented to the Parent’s
request.




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SECTION 10

THE FINANCE PARTIES





	28	 	Role of the Agent, the Arranger, the Issuing Bank and others
	 
	28.1	 	Appointment of the Agent
	 
	28.1.1	 	Each of the Arranger, the Lenders and the Issuing Bank appoints the Agent to act as its
agent under and in connection with the Finance Documents.
	 
	28.1.2	 	Each of the Arranger, the Lenders and the Issuing Bank authorises the Agent to exercise the
rights, powers, authorities and discretions specifically given to the Agent under or in
connection with the Finance Documents together with any other incidental rights, powers,
authorities and discretions.
	 
	28.1.3	 	The Agent shall be released from the restrictions of section 181 of the German Civil Code
(BGB) and may grant substitute powers of attorney and release any sub-agent from such
restrictions and revoke such substitute powers of attorney. Upon request by the Agent, each
Finance Party shall grant a special power of attorney to the Agent to enter into any Finance
Document on its behalf.
	 
	28.2	 	Duties of the Agent
	 
	28.2.1	 	The Agent shall promptly forward to a Party the original or a copy of any document which is
delivered to the Agent for that Party by any other Party.
	 
	28.2.2	 	Except where a Finance Document specifically provides otherwise, the Agent is not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to
another Party.
	 
	28.2.3	 	If the Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the other
Finance Parties.
	 
	28.2.4	 	If the Agent is aware of the non payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Agent, the Arranger or the Security
Agent) under this Agreement it shall promptly notify the other Finance Parties.
	 
	28.2.5	 	The Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.
	 
	28.3	 	Role of the Arranger
	 
	 	 	Except as specifically provided in the Finance Documents, the Arranger has no obligations of
any kind to any other Party under or in connection with any Finance Document.
	 
	28.4	 	No fiduciary duties
	 
	28.4.1	 	Nothing in this Agreement constitutes the Agent, the Arranger and/or the Issuing Bank as a
trustee or fiduciary of any other person. The relationship between the Agent and each of its
appointors is that of agent and principal only.
	 
	28.4.2	 	None of the Agent, the Arranger or the Issuing Bank shall be bound to account to any Lender
for any sum or the profit element of any sum received by it for its own account.




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	28.4.3	 	Except where and to the extent expressly stated in a Finance Document, the Agent need not
hold in trust any moneys paid to it for a party to a Finance Document or be liable to account
for interest on those monies.
	 
	28.5	 	Business with the ZPR Group
	 
	 	 	Any Finance Party may accept deposits from, lend money to and generally engage in any kind of
banking or other business with any member of the ZPR Group.
	 
	28.6	 	Rights and discretions
	 
	28.6.1	 	The Agent and the Issuing Bank may rely on:






	 	(a)	 	any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and
	 
	 	(b)	 	any statement made by a director, authorised signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.






	28.6.2	 	The Agent may assume (unless it has received notice to the contrary in its capacity as
agent for the Lenders) that:






	 	(a)	 	no Default has occurred (unless it has actual knowledge of a Default
arising under clause 25.1 (Non payment));
	 
	 	(b)	 	any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and
	 
	 	(c)	 	any notice or request made by the Parent (other than a Utilisation Request)
is made on behalf of and with the consent and knowledge of all the Obligors.






	28.6.3	 	The Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.
	 
	28.6.4	 	The Agent may act in relation to the Finance Documents through its personnel and agents.
	 
	28.6.5	 	The Agent may disclose to any other Party any information it reasonably believes it has
received as agent under this Agreement.
	 
	28.6.6	 	Notwithstanding any other provision of any Finance Document to the contrary, none of the
Agent, the Arranger or the Issuing Bank is obliged to do or omit to do anything if it would
or might in its reasonable opinion constitute a breach of any law or regulation or a breach
of a fiduciary duty or duty of confidentiality.
	 
	28.7	 	Majority Lenders’ instructions
	 
	28.7.1	 	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise
any right, power, authority or discretion vested in it as Agent in accordance with any
instructions given to it by the Majority Lenders (or, if so instructed by the Majority
Lenders, refrain from exercising any right, power, authority or discretion vested in it as
Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking
any action) in accordance with an instruction of the Majority Lenders.
	 
	28.7.2	 	Unless a contrary indication appears in a Finance Document, any instructions given by the
Majority Lenders will be binding on all the Finance Parties other than the Security Agent.




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	28.7.3	 	The Agent may refrain from acting in accordance with the instructions of the Majority
Lenders (or, if appropriate, the Lenders) until it has received such security as it may
require for any cost, loss or liability (together with any associated VAT) which it may incur
in complying with the instructions.
	 
	28.7.4	 	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders)
the Agent may act (or refrain from taking action) as it considers to be in the best interest
of the Lenders.
	 
	28.7.5	 	The Agent is not authorised to act on behalf of a Lender (without first obtaining that
Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
This clause 28.7.5 shall not apply to any legal or arbitration proceeding relating to the
perfection, preservation or protection of rights under the Security Documents or enforcement
of Transaction Security or the Security Documents.
	 
	28.8	 	Responsibility for documentation
	 
	 	 	None of the Agent, the Arranger or the Issuing Bank:
	 
	28.8.1	 	is responsible for the adequacy, accuracy and/or completeness of any information (whether
oral or written) supplied by the Agent, the Arranger, the Issuing Bank, an Obligor or any
other person given in or in connection with any Transaction Document, the Information
Memorandum or the Environmental & Technical Report or the transactions contemplated by the
Transaction Documents; or
	 
	28.8.2	 	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any
Transaction Document, any Transaction Security or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection with any
Transaction Document.
	 
	28.9	 	Exclusion of liability
	 
	28.9.1	 	Without limiting clause 28.9.2 below, none of the Agent, the Arranger or the Issuing Bank
will be liable for any action taken by it under or in connection with any Transaction
Document, unless directly caused by its gross negligence or wilful misconduct.
	 
	28.9.2	 	No Party (other than the Agent, the Arranger or the Issuing Bank (as applicable)) may take
any proceedings against any officer, employee or agent of the Agent, the Arranger or the
Issuing Bank, in respect of any claim it might have against the Agent, the Arranger or the
Issuing Bank or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Transaction Document and any officer, employee or agent of the
Agent, the Arranger or the Issuing Bank may rely on this clause 28.9.2 (Vertrag zugunster
Dritter).
	 
	28.9.3	 	The Agent will not be liable for any delay (or any related consequences) in crediting an
account with an amount required under the Finance Documents to be paid by the Agent if the
Agent has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement system used by
the Agent for that purpose.
	 
	28.9.4	 	Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any “know
your customer” or other checks in relation to any person on behalf of any Lender and each
Lender confirms to the Agent and the Arranger that it is solely responsible for any such
checks it is required to carry out and that it may not rely on any statement in relation to
such checks made by the Agent or the Arranger.
	 
	28.10	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within five Business Days of demand, against any
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	 	 	by the Agent (otherwise than by reason of the Agent’s gross
negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the
Agent has been reimbursed by an Obligor pursuant to a Finance Document).
	 
	28.11	 	Resignation of the Agent
	 
	28.11.1	 	The Agent may resign and appoint one of its Affiliates as successor by giving notice to
the Lenders and the Borrower.
	 
	28.11.2	 	Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in
which case the Majority Lenders (after consultation with the Borrower) may appoint a
successor Agent.
	 
	28.11.3	 	If the Majority Lenders have not appointed a successor Agent in accordance with
clause 28.11.2 above within thirty (30) days after notice of resignation was given, the Agent
(after consultation with the Borrower) may appoint a successor Agent.
	 
	28.11.4	 	The retiring Agent shall, at its own cost, make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may reasonably
request for the purposes of performing its functions as Agent under the Finance Documents.
	 
	28.11.5	 	The Agent’s resignation notice shall only take effect upon the appointment of a successor
(and receipt by the retiring Agent of written confirmation from the successor (in form and
substance to the retiring Agent) that the successor Agent agrees to be bound by the
provisions of the Finance Documents and all related agreements to which the Agent is party in
its capacity as agent.
	 
	28.11.6	 	Upon the appointment of a successor, the retiring Agent shall be discharged from any
further obligation in respect of the Finance Documents but shall remain entitled to the
benefit of this clause 28.11. Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such successor had been
an original Party.
	 
	28.11.7	 	After consultation with the Borrower, the Majority Lenders may, by notice to the Agent,
require it to resign in accordance with clause 28.11.2 above. In this event, the Agent shall
resign in accordance with clause 28.11.2 above.
	 
	28.12	 	Confidentiality
	 
	28.12.1	 	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through
its agency division which shall be treated as a separate entity from any other of its
divisions or departments.
	 
	28.12.2	 	If information is received by another division or department of the Agent, it may be
treated as confidential to that division or department and the Agent shall not be deemed to
have notice of it.
	 
	28.12.3	 	Notwithstanding any other provision of any Finance Document to the contrary, none of the
Agent and the Arranger are obliged to disclose to any other person (i) any confidential
information or (ii) any other information if the disclosure would or might in its reasonable
opinion constitute a breach of any law or a breach of a fiduciary duty.
	 
	28.13	 	Relationship with the Lenders
	 
	28.13.1	 	The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five (5) Business
Days prior notice from that Lender to the contrary in accordance with the terms of this
Agreement.
	 
	28.13.2	 	Each Lender shall supply the Agent with any information required by the Agent in order to
calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formulae).




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	28.13.3	 	Each Lender shall supply the Agent with any information that the Security Agent may
reasonably specify (through the Agent) as being necessary or desirable to enable the Security
Agent to perform its functions as Security Agent. Each Lender shall deal with the Security
Agent exclusively through the Agent and shall not deal directly with the Security Agent.
	 
	28.14	 	Credit appraisal by the Lenders and the Issuing Bank
	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Transaction Document, each Lender and the Issuing Bank confirms
to the Agent, the Arranger or the Issuing Bank that it has been, and will continue to be,
solely responsible for making its own independent appraisal and investigation of all risks
arising under or in connection with any Transaction Document including:
	 
	28.14.1	 	the financial condition, status and nature of each member of the ZPR Group;
	 
	28.14.2	 	the legality, validity, effectiveness, adequacy or enforceability of any Transaction
Document, any Transaction Security and any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any Transaction
Document;
	 
	28.14.3	 	whether that Finance Party has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any Transaction
Document or the transactions contemplated by any Transaction Document, any Transaction
Security or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Transaction Document;
	 
	28.14.4	 	the adequacy, accuracy and/or completeness of the Information Memorandum, the
Environmental & Technical Report and any other information provided by the Agent any Party or
by any other person under or in connection with any Transaction Document, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any
Transaction Document; and
	 
	28.14.5	 	the right or title of any person in or to, or the value or sufficiency of any part of the
assets that are subject to the Transaction Security, the priority of any of the Transaction
Security or the existence of any Security affecting the assets that are subject to
Transaction Security.
	 
	28.15	 	Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint
another Lender or an Affiliate of a Lender to replace that Reference Bank.
	 
	28.16	 	Agent’s management time
	 
	 	 	Any amount payable to the Agent under clause 17.3.1 (Indemnity to the Agent) (provided that
it is evidenced that a Default pursuant to clause 25.1 (Non-payment) has occurred) and
clause 19.3 (Costs and expenses) shall, if the Agent so requires, include the cost of
utilising the Agent’s management time or other resources and will be calculated on the basis
of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to
any fee paid or payable to the Agent under clause 14 (Fees).
	 
	28.17	 	Deduction from amounts payable by the Agent
	 
	 	 	If any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents and
apply the




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	 	 	amount deducted in or towards satisfaction of the amount owed. For the purposes of
the Finance Documents that Party shall be regarded as having received any amount so deducted.
	 
	28.18	 	Security Agent as creditor — parallel debt
	 
	28.18.1	 	Each of the Parties agrees, and each of the Obligors acknowledges by way of an abstract
acknowledgement of debt (abstraktes Schuldanerkenntnis) (the “Acknowledgement”), that each
and every obligation of any such Obligor (and any of its successors pursuant to this
Agreement) under this Agreement and the other Finance Documents shall also be owing in full
to the Security Agent (and each of the latter’s successors under this Agreement), and that
accordingly the Security Agent will have its own independent right to demand performance by
such Obligor of those obligations. The Security Agent undertakes towards the relevant
Obligor that in case of any discharge of any such obligation owing to one of the Security
Agent or a Finance Party, it will, to the same extent, not make a claim against that Obligor
under the Acknowledgement at any time, provided that any such claims can be made against an
Obligor if such discharge is made by virtue of any set off, counterclaim or similar defence
invoked by that Obligor vis-à-vis the Security Agent.
	 
	28.18.2	 	Without limiting or affecting the Security Agent’s rights against any Obligor (whether
under this clause 28.18 or under any other provision of the Finance Documents), the Security
Agent agrees with each other Finance Party (on a several and divided basis) that, subject as
set out in the next sentence, it will not exercise its rights under the Acknowledgement with
a Finance Party except with the consent of the relevant Finance Party. However, for the
avoidance of doubt, nothing in the previous sentence shall in any way limit the Security
Agent’s right to act in the protection or preservation of rights under or to enforce any
Security Document as contemplated by this Agreement, the relevant Security Document or any
other Finance Document (or to do any act reasonably incidental to the foregoing).
	 
	29	 	Conduct of business by the Finance Parties
	 
	 	 	No provision of this Agreement will:






	 	(a)	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	(b)	 	oblige any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or
	 
	 	(c)	 	oblige any Finance Party to disclose any information relating to its affairs (tax
or otherwise) or any computations in respect of Tax.






	30	 	Sharing among the Finance Parties
	 
	30.1	 	Payments to Finance Parties
	 
	 	 	If any amount owing by an Obligor under the Finance Documents to a Finance Party (the
“Recovering Finance Party”) is discharged by payment, set-off or any other manner other than
through the Agent in accordance with clause 31 (Payment mechanics) (a “Recovery”), then:
	 
	30.1.1	 	the Recovering Finance Party shall, within 3 Business Days, notify details of the Recovery
to the Agent;
	 
	30.1.2	 	the Agent shall determine whether the Recovery is in excess of the amount which the
Recovering Finance Party would have received had the Recovery been received by the Agent and
distributed in accordance with clause 31 (Payment mechanics), without taking account of any
Tax which would be imposed on the Agent in relation to the Recovery; and




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	30.1.3	 	subject to clause 30.5 (Exceptions), the Recovering Finance Party shall, within 3 Business
Days of demand by the Agent, pay to the Agent an amount (the “Redistribution”) equal to the
excess.
	 
	30.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Redistribution as if it were a payment by the Obligor concerned
under clause 31 (Payment mechanics) and shall pay the Redistribution to the Finance Parties
(other than the Recovering Finance Party) in accordance with clause 31.5 (Partial payments).
	 
	30.3	 	Recovering Finance Party’s rights
	 
	 	 	After payment of the full Redistribution, the Recovering Finance Party will be subrogated to
the portion of the claims paid under clause 30.2 (Redistribution of payments) by each Finance
Party (other than the Recovering Finance Party) assigning (abtreten) to the Recovering
Finance Party that part of its own corresponding claim hereunder which is allocable to its
portion of the Redistribution, and subsequently to such assignments being effected that
Obligor will owe the Recovering Finance Party a debt which is equal to the Redistribution,
immediately payable and of the type originally discharged.
	 
	30.4	 	Reversal of redistribution
	 
	 	 	If under clause 30.2 (Redistribution of payments):
	 
	30.4.1	 	a Recovering Finance Party must subsequently return a Recovery, or an amount measured by
reference to a Recovery, to an Obligor; and
	 
	30.4.2	 	the Recovering Finance Party has paid a Redistribution in
relation to that Recovery, each Finance Party shall, within 3 Business Days of demand by the Recovering Finance Party
through the Agent, reimburse the Recovering Finance Party all or the appropriate portion of
the Redistribution paid to that Finance Party. Thereupon the subrogation in clause 30.2
(Redistribution of payments) will operate in reverse to the extent of the reimbursement
(including the reversals of the assignments contemplated therein).
	 
	30.5	 	Exceptions
	 
	30.5.1	 	This clause 30 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this clause, have a valid and enforceable claim against
the relevant Obligor.
	 
	30.5.2	 	A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:






	 	(a)	 	it notified that other Finance Party of the legal or arbitration
proceedings; and
	 
	 	(b)	 	that other Finance Party had an opportunity to participate in those legal
or arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.




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SECTION 11

ADMINISTRATION





	31	 	Payment mechanics
	 
	31.1	 	Payments to the Agent
	 
	31.1.1	 	On each date on which an Obligor or a Lender is required to make a payment under a Finance
Document, that Obligor or Lender shall make the same available to the Agent (unless a
contrary indication appears in a Finance Document) for value on the due date at the time and
in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.
	 
	31.1.2	 	Payment shall be made to such account in the principal financial centre of the country of
that currency (or, in relation to EURO, in a principal financial centre in a Participating
Member State or London) with such bank as the Agent specifies.
	 
	31.2	 	Distributions by the Agent
	 
	 	 	Each payment received by the Agent under the Finance Documents for another Party shall,
subject to clause 31.3 (Distributions to an Obligor) and clause 31.4 (Clawback) be made
available by the Agent as soon as practicable after receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not less than five
Business Days’ notice with a bank in the principal financial centre of the country of that
currency (or, in relation to EURO, in the principal financial centre of a Participating
Member State or London).
	 
	31.3	 	Distributions to an Obligor
	 
	 	 	The Agent may (with the consent of the Obligor or in accordance with clause 32 (Set-off))
apply any amount received by it for that Obligor in or towards payment (on the date and in
the currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.
	 
	31.4	 	Clawback
	 
	31.4.1	 	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the
Agent is not obliged to pay that sum to that other Party (or to enter into or perform any
related exchange contract) until it has been able to establish to its satisfaction that it
has actually received that sum.
	 
	31.4.2	 	If the Agent pays an amount to another Party and it proves to be the case that the Agent
had not actually received that amount, then the Party to whom that amount (or the proceeds of
any related exchange contract) was paid by the Agent shall on demand refund the same to the
Agent together with interest on that amount from the date of payment to the date of receipt
by the Agent, calculated by the Agent to reflect its cost of funds.
	 
	31.5	 	Partial payments
	 
	31.5.1	 	If the Agent receives a payment that is insufficient to discharge all the amounts then due
and payable by an Obligor under the Finance Documents, the Agent shall apply that payment
towards the obligations of that Obligor under the Finance Documents in the following order:






	 	(a)	 	first, in or towards payment pro rata of any unpaid fees, costs and
expenses of the Agent under the Finance Documents;




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	 	(b)	 	secondly, in or towards payment pro rata of any accrued interest, fee or
commission due but unpaid under this Agreement;
	 
	 	(c)	 	thirdly, in or towards payment pro rata of any principal due but unpaid
under this Agreement; and
	 
	 	(d)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents.






	31.5.2	 	The Agent shall, if so directed by the Majority Lenders, vary the order set out in clause
31.5.1(b) above to clause 31.5.1(d) above.
	 
	31.5.3	 	Clause 31.5.1 above and clause 31.5.2 above will override any appropriation made by an
Obligor.
	 
	31.6	 	No set-off by Obligors
	 
	 	 	All payments to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	31.7	 	Business Days
	 
	31.7.1	 	Any payment which is due to be made on a day that is not a Business Day shall be made on
the next Business Day in the same calendar month (if there is one) or the preceding Business
Day (if there is not).
	 
	31.7.2	 	During any extension of the due date for payment of any principal or Unpaid Sum under this
Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.
	 
	31.8	 	Currency of account
	 
	31.8.1	 	Subject to clause 31.8.2 below to clause 31.8.5 below, Euro is the currency of account and
payment for any sum due from an Obligor under any Finance Document.
	 
	31.8.2	 	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall
be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due
date.
	 
	31.8.3	 	Each payment of interest shall be made in the currency in which the sum in respect of which
the interest is payable was denominated when that interest accrued.
	 
	31.8.4	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.
	 
	31.8.5	 	Any amount expressed to be payable in a currency other than Euro shall be paid in that
other currency.
	 
	31.9	 	Change of currency
	 
	31.9.1	 	Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country, then:






	 	(a)	 	any reference in the Finance Documents to, and any obligations arising
under the Finance Documents in, the currency of that country shall be translated
into, or paid in, the currency
or currency unit of that country designated by the Agent (after consultation with the
Borrower); and




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	 	(b)	 	any translation from one currency or currency unit to another shall be at
the official rate of exchange recognised by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the Agent
(acting reasonably).






	31.9.2	 	If a change in any currency of a country occurs, this Agreement will, to the extent the
Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary,
be amended to comply with any generally accepted conventions and market practice in the
Relevant Interbank Market and otherwise to reflect the change in currency.
	 
	32	 	Set-off
	 
	 	 	A Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.
	 
	33	 	Notices
	 
	33.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with the Finance Documents shall be made
in writing and, unless otherwise stated, may be made by fax or letter.
	 
	33.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:
	 
	33.2.1	 	in the case of an Original Obligor, that identified with its name below;
	 
	33.2.2	 	in the case of each Lender or any other Obligor, that notified in writing to the Agent on
or prior to the date on which it becomes a Party; and
	 
	33.2.3	 	in the case of the Agent, that identified with its name
below, or any substitute address or fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by
not less than five Business Days’ notice.
	 
	33.3	 	Delivery
	 
	33.3.1	 	Unless otherwise specifically provided, any communication or document made or delivered by
one person to another under or in connection with the Finance Documents will only be
effective:






	 	(a)	 	if by way of fax, when received in legible form; or
	 
	 	(b)	 	if by way of letter, when it has been left at the relevant address or five
Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address;






	 	 	and, if a particular department or officer is specified as part of its address details
provided under clause 33.2 (Addresses), if addressed to that department or officer.




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	33.3.2	 	Any communication or document to be made or delivered to the Agent will be effective only
when actually received by the Agent and then only if it is expressly marked for the attention
of the department or officer identified with the Agent’s signature below (or any substitute
department or officer as the Agent shall specify for this purpose).
	 
	33.3.3	 	All notices from or to an Obligor shall be sent through the Agent.
	 
	33.3.4	 	Any communication or document made or delivered to the Parent in accordance with this
clause will be deemed to have been made or delivered to each of the Obligors.
	 
	33.4	 	Notification of address and fax number
	 
	 	 	Promptly upon receipt of notification of an address or fax number or change of address or fax
number pursuant to clause 33.2 (Addresses) or changing its own address or fax number, the
Agent shall notify the other Parties.
	 
	33.5	 	Electronic communication
	 
	33.5.1	 	Unless otherwise specifically provided, any communication to be made between the Agent and
a Lender under or in connection with the Finance Documents may be made by electronic mail or
other electronic means, if the Agent and the relevant Lender:






	 	(a)	 	agree that, unless and until notified to the contrary, this is to be an
accepted form of communication;
	 
	 	(b)	 	notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by that
means; and
	 
	 	(c)	 	notify each other of any change to their address or any other such
information supplied by them.






	33.5.2	 	Any electronic communication made between the Agent and a Lender will be effective only
when actually received in readable form and in the case of any electronic communication made
by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify
for this purpose.
	 
	33.6	 	English language
	 
	33.6.1	 	Any notice given under or in connection with any Finance Document must be in English.
	 
	33.6.2	 	All other documents provided under or in connection with any Finance Document must be:






	 	(a)	 	in English; or
	 
	 	(b)	 	if not in English, and if so required by the Agent, accompanied by a
certified English translation and, in this case, the English translation will prevail
unless the document is a constitutional, statutory or other official document.






	34	 	Calculations and certificates
	 
	34.1	 	Accounts
	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.




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	34.2	 	Certificates and Determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.
	 
	34.3	 	Day count convention
	 
	 	 	Any interest, commission or fee accruing under a Finance Document will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year of 360 days
or, in any case where the practice in the Relevant Interbank Market differs, in accordance
with that market practice.
	 
	35	 	Partial invalidity
	 
	 	 	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.
	 
	36	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.
	 
	37	 	Amendments and waivers
	 
	37.1	 	Written form
	 
	 	 	Changes to and amendments of this Agreement including this clause 37.1 must be made in writing.
	 
	37.2	 	Required consents
	 
	37.2.1	 	Subject to clause 37.3 (Exceptions), any term of the Finance Documents may be amended or
waived only with the consent of the Majority Lenders and the Obligors’ Agent and any such
amendment or waiver will be binding on all Parties.
	 
	37.2.2	 	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by
this clause 37.
	 
	37.3	 	Exceptions
	 
	37.3.1	 	An amendment or waiver that has the effect of changing or which relates to:






	 	(a)	 	the definition of “Majority Lenders” in clause 1.1 (Definitions);
	 
	 	(b)	 	an extension to the date of payment of any amount under the Finance
Documents;
	 
	 	(c)	 	a reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable;
	 
	 	(d)	 	an increase in or an extension of any Commitment;




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	 	(e)	 	a change to the Borrower or Guarantors other than in accordance with clause
27 (Changes to the Obligors);
	 
	 	(f)	 	any provision which expressly requires the consent of all the Lenders; or
	 
	 	(g)	 	clause 2.2 (Finance Parties’ rights and obligations), clause 26 (Changes to
the Lenders) or this clause 37;






	 	 	shall not be made without the prior consent of all the Lenders.
	 
	37.3.2	 	An amendment or waiver which relates to the rights or obligations of the Agent, the
Arranger or the Issuing Bank may not be effected without the consent of the Agent, the
Arranger or the Issuing Bank.
	 
	37.3.3	 	Notwithstanding clause 37.3.1 above and clause 37.3.2 above, the Agent may make technical
amendments to the Finance Documents arising out of manifest errors on the face of the Finance
Documents, where such amendments would not prejudice or otherwise be adverse to the interests
of any Finance Party without any reference or consent of the Finance Parties.
	 
	37.3.4	 	For the purposes of this clause 37.3 each Party, which is incorporated or established under
the laws of the Federal Republic of Germany, hereby releases the Agent from the restrictions
of section 181 of the German Civil Code (BGB).
	 
	38	 	Counterparts
	 
	 	 	Each Finance Document may be executed in any number of counterparts (including by facsimile
or other electronic transmission, provided that the original version of any such execution by
way of facsimile or other electronic transmission is promptly delivered to the Agent), and
this has the same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.
	 
	39	 	Statute of limitations (Verjährung)
	 
	 	 	Any claim for payment arising under this Agreement shall become time barred (verjährt) five
years after its coming into existence.
	 
	40	 	Money laundering
	 
	 	 	The Borrower confirms to each Finance Party that each Utilisation made or to be made
available to it under this Agreement will be solely for its own account and that,
accordingly, the Borrower qualifies as economic beneficiary (wirtschaftlich Berechtiger)
(within the meaning of section 8 of the German Money Laundering Act (Gesetz über das
Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)).




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SECTION 12

GOVERNING LAW AND ENFORCEMENT





	41	 	Governing law
	 
	 	 	This Agreement is governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	42	 	Jurisdiction
	 
	42.1	 	The courts of Munich, Federal Republic of Germany, have exclusive jurisdiction to settle
any dispute arising out of, or in connection with, any Finance Document (including a dispute
regarding the existence, validity or termination of any Finance Document) (a “Dispute”).
	 
	42.2	 	The Parties agree that the courts of Munich, Federal Republic of Germany, are the most
appropriate and convenient courts to settle Disputes and accordingly no Party will dispute to
the contrary.
	 
	42.3	 	This clause 42.3 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.
	 
	 	 	This Agreement has been entered into on the date stated at the beginning of this Agreement.




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Schedule 1

The Original Parties



Part I

The Original Obligors




	 	 	 
	Name of Original Borrower	 	Registration details
	ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH

	 	Court of Jena, HRB 209855
	 	 
	Name of Original Guarantors	 	Registration details
	D&Z HOLDING GMBH

	 	Court of Jena, HRB 210435
	 
	D&Z BETEILIGUNGS GMBH

	 	Court of Jena, HRB 210443
	 
	ZPR LOGISTIK GMBH

	 	Court of Jena, HRB 207851






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Part II

The Original Lenders




	 	 	 
	Name of Original Lender	 	Commitment
	BAYERISCHE HYPO- UND VEREINSBANK AG

	 	EURO 25,000,000







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Schedule 2

Conditions precedent




Part I

Conditions precedent to initial Utilisation





	1	 	Original Obligors
	 
	1.1	 	A copy of the constitutional documents of each Original Obligor in the form required by the
Agent, including in relation to a German Obligor, an up-to-date officially certified
commercial register extract (beglaubigter Handelsregisterauszug) and the articles of
association (Satzung).
	 
	1.2	 	A copy of a resolution of the shareholders of each Original Obligor:
	 
	1.2.1	 	approving the terms of, and the transactions contemplated by, the Finance Documents to
which it is a party and resolving that it execute the Finance Documents to which it is a
party;
	 
	1.2.2	 	authorising a specified person or persons to execute the Finance Documents to which it is
a party on its behalf; and
	 
	1.2.3	 	authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices (including, if relevant, any Utilisation Request) to be signed and/or
despatched by it under or in connection with the Finance Documents to which it is a party.
	 
	2	 	Finance Documents
	 
	2.1	 	Each of the following documents duly executed by all the parties thereto:
	 
	2.1.1	 	this Agreement;
	 
	2.1.2	 	each Existing Bank Guarantee;
	 
	2.1.3	 	each Fee Letter;
	 
	2.1.4	 	the Hedging Strategy Letter;
	 
	2.1.5	 	each Security Document;
	 
	2.1.6	 	the Security Pooling Agreement;
	 
	2.1.7	 	the Shareholders’ Undertaking Agreement;
	 
	2.1.8	 	any other document agreed to be a “Finance Document” by both the Agent and the Borrower; and
	 
	3	 	Transaction Documents
	 
	 	 	Each of the following documents duly executed by all the parties thereto (and unless an
original and if required by the Agent) certified to be a true copy by a director of the
Borrower:
	 
	3.1	 	each Shareholder Loan Agreement;
	 
	3.2	 	the Management Fee Agreement;




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	3.3	 	each Domination Agreement
	 
	4	 	Accounts
	 
	4.1	 	Delivery of the annual audited accounts in respect of each Original Obligor for the period
ending on 31 December 2008.
	 
	5	 	Refinancing
	 
	5.1	 	Evidence that all payments required to facilitate the Refinancing, other than any amounts
payable in accordance with a Utilisation of the Facility, have been received.
	 
	5.2	 	Delivery of a copy of each Refinancing Document.
	 
	5.3	 	Any other evidence as may be required by the Agent that the Refinancing has been implemented.
	 
	6	 	Legal opinions
	 
	 	 	Legal opinions addressed to HVB:
	 
	6.1	 	from Sangra Moller in respect of the Ultimate Parent:
	 
	6.1.1	 	its due incorporation, its valid existence, its ability to assume rights and liabilities
and be sued in its own name and the power to own its assets and carry on its business as it
is being conducted;
	 
	6.1.2	 	the due capacity of (including the power to enter into, perform and take all necessary
action to authorise its entry into and performance of, the Shareholder Loan Agreement to
which it is a party and the Shareholders’ Undertaking Agreement and the transactions
contemplated by those Transaction Documents) and the due execution by the Ultimate Parent in
relation to each of the Shareholder Loan Agreement to which it is a party and the
Shareholders’ Undertaking Agreement;
	 
	6.1.3	 	the choice of the laws of the Federal Republic of Germany to govern the Shareholder Loan
Agreement to which it is a party and the Shareholders’ Undertaking Agreement being upheld by
the relevant state and federal courts; and
	 
	6.1.4	 	recognition and acceptance of final and conclusive judgment against it from any court in
the Federal Republic of Germany by the relevant state and federal courts without re-trial or
examination of the merits of the case; and
	 
	7	 	Other documents and evidence
	 
	7.1	 	A copy of any other Authorisation or other document, opinion or assurance which the Agent
reasonably considers to be necessary or desirable (if it has notified the Borrower
accordingly) in connection with the entry into and performance of the transactions
contemplated by any Finance Document or for the validity and enforceability of any Finance
Document.
	 
	7.2	 	Evidence that the fees, costs and expenses then due from the Borrower pursuant to clause 14
(Fees) and clause 19 (Costs and expenses) have been paid or will be paid by the first
Utilisation Date.
	 
	7.3	 	A solvency certificate given by the directors of each Original Obligor.
	 
	7.4	 	A certificate from the Obligors’ Agent, signed by two of its directors:




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	7.4.1	 	evidencing that there has been no material adverse change in the financial condition of
the ZPR Group since 31 December 2008; and
	 
	7.4.2	 	confirming compliance with all representations and warranties to be given by the Borrower;
	 
	7.5	 	Provision by each Original Obligor of all information necessary to comply with any money
laundering regulations.






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Part II

Conditions precedent required to be delivered by an Additional Guarantor





	1	 	An Accession Letter, duly executed by the Additional Guarantor and the Parent.
	 
	2	 	A copy of the constitutional documents of the Additional Guarantor in the form required by
the Agent, including in relation to a German Obligor, an up-to-date officially certified
commercial register extract (beglaubigter Handelsregisterauszug) and the articles of
association (Satzung).
	 
	3	 	A copy of a resolution of the shareholders of the Additional Guarantor:






	 	(a)	 	approving the terms of, and the transactions contemplated by, the Accession
Letter and the Finance Documents and resolving that it execute the Accession Letter;
	 
	 	(b)	 	authorising a specified person or persons to execute the Accession Letter on its
behalf; and
	 
	 	(c)	 	authorising a specified person or persons, on its behalf, to sign and/or despatch
all other documents and notices (including, in relation to an Additional Borrower, any
Utilisation Request) to be signed and/or despatched by it under or in connection with
the Finance Documents.






	4	 	A specimen of the signature of each person authorised by the resolution referred to in
paragraph 3 above.
	 
	5	 	A certificate of an authorised signatory of the Additional Guarantor certifying that each
copy document listed in this Part II of Schedule 2 is correct, complete and in full force and
effect as at a date no earlier than the date of the Accession Letter.
	 
	6	 	A copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable in connection with the entry into and performance of
the transactions contemplated by the Accession Letter or for the validity and enforceability
of any Finance Document.
	 
	7	 	If available, the latest audited financial statements of the Additional Guarantor.
	 
	8	 	If the Additional Guarantor is incorporated in a jurisdiction other than the Federal Republic
of Germany, a legal opinion of the legal advisers to the Arranger and the Agent in the
jurisdiction in which the Additional Guarantor is incorporated.
	 
	9	 	If the proposed Additional Guarantor is incorporated in a jurisdiction other than the Federal
Republic of Germany, evidence that a process agent, if not an Obligor, has accepted its
appointment in relation to the proposed Additional Guarantor.






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Schedule 3

Utilisation Request




	 	 	 
	From:

	 	[Borrower]
	To:

	 	[Agent]
	Dated:
	 	 






Dear Sirs




Zellstoff- und Papierfabrik Rosenthal GmbH – EURO 25,000,000 Revolving Credit Facility

Agreement dated [       ] (the “Agreement”)





	1	 	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.
	 
	2	 	We wish to borrow a Loan on the following terms:
	 
	 	 	         Proposed Utilisation Date: [         ] (or, if that is not a Business Day,
the next Business Day)
	 
	 	 	         Amount: [         ] or, if less, the Available Facility
	 
	 	 	         Interest Period: [             ]
	 
	3	 	We confirm that each condition specified in clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.
	 
	4	 	The proceeds of this Loan should be credited to [account].
	 
	5	 	This Utilisation Request is irrevocable.





Yours faithfully




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	authorised signatory for

	 	authorised signatory for	 	 
	 
	 	 	 	 
	[name of Borrower]

	 	[name of Borrower]	 	 







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Schedule 4

Mandatory Cost Formulae





	1	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.
	 
	2	 	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost is the rate calculated by
the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion
to the percentage participation of each Lender in the relevant Loan) and will be expressed as
a percentage rate per annum.
	 
	3	 	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.
	 
	4	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:





	 	 	 
	E x 0.01	  per cent. per annum.	 
	300	 







	 	 	Where E is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Agent as being the average of the most recent rates of charge supplied by
the Reference Lender to the Agent pursuant to paragraph 6 below and expressed in euros per
euro 1,000,000.
	 
	5	 	For the purposes of this Schedule:






	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;






	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;






	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and






	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6	 	If requested by the Agent, each Reference Lender shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Lender to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant




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	 	 	financial year of the Financial Services Authority (calculated for this purpose by that
Reference Lender as being the average of the Fee Tariffs applicable to that Reference Lender
for that financial year) and expressed in euros per euro 1,000,000 of the Tariff Base of that
Reference Bank.






	7	 	Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Facility Office; and






	 	(b)	 	any other information that the Agent may reasonably require for such
purpose.






	 	 	Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.






	8	 	The rates of charge of each Reference Lender for the purpose of E above shall be determined
by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above
and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s
obligations in relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Facility Office in the same
jurisdiction as its Facility Office.






	9	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Lender pursuant to
paragraphs 3, 6 and 7 above is true and correct in all respects.






	10	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Lender pursuant to paragraphs 3, 6 and
7 above.






	11	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.






	12	 	The Agent may from time to time, after consultation with the Borrowers and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time by the Bank of England, the Financial Services Authority or the European Central Bank
(or, in any case, any other authority which replaces all or any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and binding on all
Parties.






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Schedule 5

Form of Assignment and Assumption Certificate





			
	To:	 	Bayerische Hypo- und Vereinsbank AG as Agent






			
	From:	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)






			
	Dated:	 	 





Zellstoff- und Papierfabrik Rosenthal GmbH – EURO 25,000,000 Revolving Credit Facility Agreement

dated [       ] (the “Agreement”)





	1	 	We refer to the Agreement. This is an Assignment and Assumption Certificate. Terms defined
in the Agreement have the same meaning in this Assignment and Assumption Certificate unless
given a different meaning in this Assignment and Assumption Certificate.






	2	 	We refer to clause 26.5 (Procedure for transfer):






	 	(a)	 	the Existing Lender assigns to the New Lender all the rights of the Existing
Lender under the Finance Documents (including the Security Pooling Agreement and the
Shareholders Undertaking Agreement) which correspond to that portion of the Existing
Lender’s Commitments under the Agreement specified in the Schedule;






	 	(b)	 	the New Lender assumes all the obligations of the Existing Lender which
correspond to the rights assigned under paragraph (a) above;






	 	(c)	 	the Existing Lender is released from those obligations; and






	 	(d)	 	on the Transfer Date, the New Lender shall become a Party as a Lender.






	3	 	[The consent of the Issuing Bank required pursuant to clause 26.2.2 (Conditions of assignment
and assumption) has been obtained.]






	4	 	The Facility Office and address, fax number and attention details for notices of the New
Lender for the purposes of clause 33.2 (Addresses) are set out in the Schedule.






	5	 	The proposed Transfer Date is [       ].






	6	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in clause 26.4.3 (Limitation of responsibility of Existing Lenders).






	7	 	The New Lender confirms (i) that it becomes a party to the Security Pooling Agreement and the
Shareholders Undertaking Agreement by virtue of the assignment and assumption hereunder and
(ii) that it is bound by, and entitled to all benefits arising from, the provisions of such
agreements as if it had been an original party to such agreements.






	8	 	This Assignment and Assumption Certificate may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts were on a single copy of
this Assignment and Assumption Certificate.






	9	 	This Assignment and Assumption Certificate is governed by German law.




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THE SCHEDULE



Commitment/rights and obligations to be transferred




[insert relevant details]




[Facility Office address, fax number and attention details for notices and account details for payments,]




	 	 	 	 	 
	 

	 	[Existing Lender]
	 	[New Lender]
	 
	 

	 	By:
	 	By:







	This Assignment and Assumption Certificate is accepted by the Agent and the Transfer Date is
confirmed as [           ].





[Agent]




By:





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Schedule 6

Form of Accession Letter





			
	To:	 	Bayerische Hypo- und Vereinsbank AG as Agent






			
	From:	 	[Subsidiary] and [Parent]






			
	Dated:	 	 





Dear Sirs




Zellstoff- und Papierfabrik Rosenthal GmbH – EURO 25,000,000 Revolving Credit Facility

Agreement dated [       ] (the “Agreement”)





	1	 	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have
the same meaning in this Accession Letter unless given a different meaning in this Accession
Letter.
	 
	2	 	[Subsidiary] agrees to become an Additional Guarantor and to be bound by the terms of the
Agreement as an Additional Guarantor pursuant to clause 27.2 (Additional Guarantors) of the
Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant
jurisdiction].
	 
	3	 	[Subsidiary’s] administrative details are as follows:
	 
	 	 	Address:
	 
	 	 	Fax No:
	 
	 	 	Attention:
	 
	4	 	This Accession Letter is governed by German law.
	 
	 	 	[Parent]                                [Subsidiary]






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Schedule 7

Form of Resignation Letter




	 	 	 
	To:

	 	Bayerische Hypo- und Vereinsbank AG as Agent
	 
	 	 
	From:

	 	[resigning Obligor] and [Parent]
	 
	 	 
	Dated:
	 	 






Dear Sirs




Zellstoff-
und Papierfabrik Rosenthal GmbH – EURO 25,000,000 Revolving Credit Facility

Agreement dated [                    ] (the “Agreement”)





	1	 	We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement
have the same meaning in this Resignation Letter unless given a different meaning in this
Resignation Letter.
	 
	2	 	Pursuant to clause 27.4 (Resignation of a Guarantor), we request that [resigning Guarantor]
be released from its obligations as a Guarantor under the Agreement.
	 
	3	 	We confirm that:






	 	(a)	 	no Default is continuing or would result from the acceptance of this request; and
	 
	 	(b)	 	[                    ]¬






	4	 	This Resignation Letter is governed by German law.





	 	 	 	 	 
	 

	 	[Parent]
	 	[Subsidiary]
	 
	 	 	 	 
	 

	 	By:
	 	By:








 




			
	*	 	Insert any other conditions required by the Facility
Agreement.





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Schedule 8

Form of Compliance Certificate




	 	 	 
	To:

	 	Bayerische Hypo- und Vereinsbank AG as Agent
	 
	 	 
	From:

	 	[Parent]
	 
	 	 
	Dated:
	 	 






Dear Sirs




Zellstoff-
und Papierfabrik Rosenthal GmbH – EURO 25,000,000 Revolving Credit Facility

Agreement dated [                    ] (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement
have the same meaning when used in this Compliance Certificate unless given a different
meaning in this Compliance Certificate.
	 
	2.	 	We confirm that each financial covenant referred to in clause 23 (Financial covenants) is as
set out in the table below:





	 	 	 
	Financial covenant	 	Actual ratio
	Leverage ratio

	 	[  ]
	 
	Interest Cover Ratio

	 	[  ]
	 
	Current Ratio

	 	[  ]







	3.	 	We confirm that each condition specified in clause 4.2 (Further conditions precedent) is
satisfied on the date of this Compliance Certificate.
	 
	4.	 	[We confirm that no Default is continuing.] ¬





	 	 	 	 	 
	Signed:

	 	                    
	 	                    
	 

	 	Director
	 	Director
	 

	 	of
	 	of
	 

	 	[Borrower]
	 	[Borrower]





in its capacity as Borrower and, in respect of paragraph 3 above, in its capacity as Obligors’
Agent






 




			
	*	 	If this statement cannot be made, the certificate
should identify any Default that is continuing and the steps, if any, being
taken to remedy it.





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Schedule 9

Existing Security




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total principal amount
	 	 	Name of security	 	Security by way of asset	 	of indebtedness
	Name of Obligor	 	recipient	 	transfer in respect of	 	secured
	ZPR Logistik

	 	VR Leasing AG
	 	Six Mercedes Benz
trucks as well as six
triple-axle tipping
semi-trailers
	 	EUR 978,907.32
	 
	 	 	 	 	 	 
	ZPR Logistik

	 	VR-Leasing AG
	 	13 twin-axle short wood
combination with
bolsters (low bed
trailers)
	 	EUR 2,335,117.25






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Schedule 10

Existing Indebtedness




Part A




Existing Indebtedness to be discharged




	 	 	 	 	 
	 	 	 	 	Total principal
	Name of Obligor	 	Name of creditor	 	amount outstanding
	ZPR

	 	Bayerische Hypo- und Vereinsbank AG
	 	EUR 1,938,000.00
	 
	 	 	 	 
	 

	 	(Kreditvertrag in Höhe von EURO
40.000.000,00 vom 09.02.2005)	 	 






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Part B




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total principal
	 	 	 	 	 	 	amount
	Name of Obligor	 	Name of creditor	 	Asset	 	outstanding
	ZPR KG

	 	Linde
	 	Operating lease of oxygen plant
	 	EUR 2,535,165
	 
	ZPR Logistik

	 	VR Leasing Nuremberg
	 	Operating lease of 19 lorries
	 	EUR 1,695,391
	 
	ZPR Logistik

	 	VW Leasing
	 	2 cars
	 	EUR 25,775
	 
	ZPR Logistik

	 	 	 	Service agreement
	 	EUR 39,588






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Schedule 11

Structure




ZPR GROUP









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Schedule 12

Timetables




	 	 	 	 	 
	 	 	 	 	Any subsequent
	 	 	First Utilisation	 	Utilisations in
	 	 	in EURO	 	EURO
	Delivery of a duly
completed Utilisation
Request (clause 5.1
(Delivery of a
Utilisation Request
for Loans)

	 	U - 2


9.30 a.m.
	 	U - 5


9.30 a.m.
	 
	 	 	 	 
	Delivery of a duly
completed Utilisation
Request (clause 6.2
(Delivery of a
Utilisation Request
for Bank Guarantees)

	 	U - 2


9.30 a.m.
	 	U - 5


9.30 a.m.
	 
	 	 	 	 
	Agent determines (in
relation to a
Utilisation) the
amount of the Loan,
if required under
clause 5.4 (Lenders’
participation) and
notifies the Lenders
of the Loan in
accordance with
clause 5.4 (Lender’s
participation)

	 	U - 2


Noon
	 	U - 3


Noon
	 
	 	 	 	 
	Agent notifies the
Issuing Bank and each
Lender of the details
of the requested Bank
Guarantee and its
participation in that
Bank Guarantee in
accordance with
clause 6.5.4 (Issue
of Bank Guarantees)

	 	U - 2


Noon
	 	U - 3


Noon
	 
	 	 	 	 
	Delivery of a duly
completed Renewal
Request (clause 6.6.1
(Renewal of Bank
Guarantees)

	 	U - 2


9.30 a.m.
	 	U - 3


9.30 a.m.
	 
	 	 	 	 
	EURIBOR is fixed

	 	Quotation Day as of 

11:00 a.m.
	 	Quotation Day as of

11:00 a.m.








 




			
	U = date of Utilisation
	 
	Q = Quotation Date
	 
	U - X = X Business Days prior to the Utilisation Date
	 
	Q - X = X Business Days prior to the Quotation Date





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Schedule 13


Existing Bank Guarantees




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total amount	 	 	Date of	 	 
	Name of Obligor	 	Name of beneficiary	 	guaranteed	 	 	issue	 	Time of liability
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	16 BAYERISCHE

STAATSFORSTEN, TILLYSTR. 

2, 93053 REGENSBURG
	 	EUR 80.000,00
	 	 	08.08.2005	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	17 JED.AN D.ANSPRÜCHE 

WG. TARIF-VERTR.ATZ-REGELUNG 

GGÜ.AG HAT
	 	EUR 700.000,00
	 	 	16.12.2005	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	20 BAYERISCHE 

STAATSFORSTEN 

TILLYSTR.2,93053

REGENSBURG
	 	EUR 20.000,00
	 	 	21.02.2006	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	22 BAYERISCHE 

STAATSFORSTEN, TILLYSTR.

2, 93053 REGENSBURG
	 	EUR 30.000,00
	 	 	07.04.2006	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	23 BAYERISCHE 

STAATSFORSTEN 

TILLYSTR. 2,93053

REGENSBURG
	 	EUR 30.000,00
	 	 	04.10.2006	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	24 BAYERISCHE 

STAATSFORSTEN 

TILLYSTR. 2,93053

REGENSBURG
	 	EUR 60.000,00
	 	 	06.12.2006	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	25 FS THÜRINGEN, 

TMLNU_HOCH- HEIMER 

STR. 47,99094 ERFURT
	 	EUR 138.000,00
	 	 	06.12.2006	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	27 FREISTAAT THÜRINGEN 

VERTR. DURCH TMLNU
	 	EUR 170.000,00
	 	 	05.04.2007	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	29 DVB BANK AG,

FRANKFURT/MAIN

MIG9CP/POE
	 	EUR 400.000,00
	 	 	07.08.2008	 	 	UNLIMITED
	 
	Zellstoff- und 

Papierfabrik 

Rosenthal GmbH

	 	30 STAATSBETRIEB

SACHSENFORST D-01796

PIRNA
	 	EUR 310.000,00
	 	 	23.03.2009	 	 	UNLIMITED






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SIGNATURES




THE ORIGINAL BORROWER




ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Zellstoff- und Papierfabrik Rosenthal GmbH
	 

	 	Hauptstrasse 16
	 

	 	07366 Blankenstein
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 (0) 36642 8-2270
	 
	 	 
	Attention:

	 	Mr. Leonhard Nossol






THE ORIGINAL GUARANTORS




D&Z HOLDING GMBH




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	D&Z Holding GmbH
	 

	 	c/o Zellstoff- und Papierfabrik Rosenthal GmbH
	 

	 	Hauptstrasse 16
	 

	 	07366 Blankenstein
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 (0) 36642 8-2270
	 
	 	 
	Attention:

	 	Mr. Leonhard Nossol






D&Z BETEILIGUNGS GMBH




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	D&Z Beteiligungs GmbH
	 

	 	c/o Zellstoff- und Papierfabrik Rosenthal GmbH
	 

	 	Hauptstrasse 16
	 

	 	07366 Blankenstein
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 (0) 36642 8-2270
	 
	 	 
	Attention:

	 	Mr. Leonhard Nossol






Execution version






105









 








ZPR LOGISTIK GMBH




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	ZPR Logistik GmbH
	 

	 	c/o Zellstoff- und Papierfabrik Rosenthal GmbH
	 

	 	Hauptstrasse 16
	 

	 	07366 Blankenstein
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 (0) 36642 8-2270
	 
	 	 
	Attention:

	 	Mr. Leonhard Nossol






Execution version






106









 








THE ARRANGER




BAYERISCHE HYPO- UND VEREINSBANK AG




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Bayerische Hypo- und Vereinsbank AG
	 

	 	Arrabellastrasse 14
	 

	 	81925 Munich
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 89 378 – 489 12
	 
	 	 
	Department:

	 	MIF2 P2
	 
	 	 
	Attention:

	 	Mr. Mark Young/ Ms. Claudia Schmidt






THE AGENT




BAYERISCHE HYPO- UND VEREINSBANK AG




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Bayerische Hypo- und Vereinsbank AG
	 

	 	Arrabellastrasse 14
	 

	 	81925 Munich
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 89 378 – 489 12
	 
	 	 
	Department:

	 	MIF2 P2
	 
	 	 
	Attention:

	 	Mr. Mark Young/ Ms. Claudia Schmidt






THE SECURITY AGENT




BAYERISCHE HYPO- UND VEREINSBANK AG




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Bayerische Hypo- und Vereinsbank AG
	 

	 	Arrabellastrasse 14
	 

	 	81925 Munich
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 89 378 - 48912
	 
	 	 
	Department:

	 	MIF2 P2
	 
	 	 
	Attention:

	 	Mr. Mark Young/ Ms. Claudia Schmidt
	 
	 	 
	Email:

	 	mark.young@unicreditgroup.de






Execution version






107









 








THE ISSUING BANK




BAYERISCHE HYPO- UND VEREINSBANK AG




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Bayerische Hypo- und Vereinsbank AG
	 

	 	Arrabellastrasse 14
	 

	 	81925 Munich
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 89 378 – 489 12
	 
	 	 
	Department:

	 	MIF2 P2
	 
	 	 
	Attention:

	 	Mr. Mark Young/Ms. Claudia Schmidt






THE LENDERS




BAYERISCHE HYPO- UND VEREINSBANK AG




	 	 	 
	By:
	 	 
	 
	 	 
	Address:

	 	Bayerische Hypo- und Vereinsbank AG
	 

	 	Arrabellastrasse 14
	 

	 	81925 Munich
	 

	 	Federal Republic of Germany
	 
	 	 
	Fax:

	 	+49 89 378 – 489 12
	 
	 	 
	Department:

	 	MIF2 P2
	 
	 	 
	Attention:

	 	Mr. Mark Young/Ms. Claudia Schmidt
	 
	 	 
	Email:

	 	mark.young@unicreditgroup.de






Execution version





108