ZELLSTOFF STENDAL GMBH as Borrower UNICREDIT BANK AG as Bookrunner and Mandated Lead Arranger, Agent, Security Agent and an Original Lender CREDIT SUISSE AG, LONDON BRANCH as an Original Lender ROYAL BANK OF CANADA as an Original Lender BARCLAYS BANK...

▇▇▇▇▇▇▇▇ CHANCE

DEUTSCHLAND LLP

1.

Definitions and Interpretation

2.

The Facility

3.

Purpose

4.

Conditions Precedent

5.

Utilisation - Loans

6.

Utilisation - Bank Guarantees

7.

Bank Guarantees

8.

Repayment

9.

Prepayment and Cancellation

10.

Interest

11.

Interest Periods

12.

Changes to the Calculation of Interest

13.

Fees

14.

Tax Gross Up and Indemnities

15.

Increased Costs

16.

Other Indemnities

17.

Mitigation by the Lenders

18.

Costs and Expenses

19.

Representations

20.

Information Undertakings

21.

Financial Covenants

22.

General Undertakings

23.

Events of ▇▇▇▇▇▇▇

▇▇.

Changes to the Lenders

25.

Confidentiality

26.

Changes to the Borrower

27.

Role of the Agent, the Arranger, any Issuing Bank and others

28.

Conduct of Business by the Finance Parties

29.

Sharing among the Finance Parties

30.

Payment Mechanics

31.

Set-off

32.

Notices

33.

Calculations and Certificates

34.

Partial Invalidity

35.

Remedies and Waivers

36.

Amendments and Waivers

37.

Conclusion of this Agreement (Vertragsschluss)

38.

▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇)

▇▇.

Governing law

40.

Jurisdiction

Schedule 1 The Original Lenders

Schedule 2 Conditions Precedent

Schedule 3 Utilisation Request

Schedule 4 Form of Assignment and Assumption Certificate

Schedule 5 Form of Compliance Certificate

Schedule 6 Existing Security

Schedule 7 Existing Indebtedness of ZSG Group

Schedule 8 Timetables

Schedule 9 Insurances

Schedule 10 Form of Interest Payment Notice

Schedule 11 Shareholder Loan Agreements

ZELLSTOFF STENDAL GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated, organised and validly existing under the laws of the Federal Republic of Germany, having its office at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal, number HRB 2446 (the “Borrower”);

UNICREDIT BANK AG, a stock corporation (Aktiengesellschaft) incorporated, organised and validly existing under the laws of the Federal Republic of Germany, having its office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, number HRB 42148 as bookrunner and mandated lead arranger (the “Arranger”);

UNICREDIT BANK AG (the “Agent” and “Security Agent”);

UNICREDIT BANK AG (an “Original Lender”);

CREDIT SUISSE AG, LONDON BRANCH, having its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (an “Original Lender”);

ROYAL BANK OF CANADA, having its office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (an “Original Lender”); and

BARCLAYS BANK PLC, having its office at 5 The North Colonnade, Canary Wharf, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (an “Original Lender”)

The Borrower operates a 660,000 tonnes per annum bleached softwood kraft pulp mill located in Arneburg, Saxony-Anhalt, Federal Republic of Germany (the “Project”). In order to finance the Project, the Borrower entered into a EUR 827,950,000 facility agreement dated 26 August 2002 (as amended) (the “Pulp Mill Facility Agreement”) and a EUR 17,000,000 facility agreement dated 19 January 2012 (as amended) (the “Blue Mill Facility Agreement” and together with the Pulp Mill Facility Agreement the “Existing Facility Agreements”).

▇▇▇▇▇▇ International Inc. the ultimate parent of the Borrower intends to issue and sell off two bonds: a high yield note of approximately USD 400,000,000 and a high yield note of approximately USD 250,000,000 (the “Note Issue”). Certain funds generated by the Note Issue shall be made available to the Borrower by way of various shareholder loans granted by ▇▇▇▇▇▇ International Inc., directly or indirectly through its affiliates (the “Shareholder Contribution”).

The Borrower intends to repay the loans granted under the Existing Facility Agreements and to partly fund the required amount through (i) the Shareholder Contribution, (ii) the cash available to the Borrower (the “Cash Contribution”) including any funds standing to the credit of its account denominated “Debt Service Reserve Account” (the “DSRA Funds”) and (iii) a draw-down under the Facility (as defined below) of not more than EUR 37,500,000 (the “Refinancing”).

The Parties agree that this Agreement shall be conditional and only become legally effective upon the transfer of the Cash Contribution and the Shareholder Contribution to the Refinancing Account (as defined below) and confirmation from the Agent that all conditions precedent as set out in Schedule 2 (Conditions Precedent) have been satisfied. Nevertheless, the Borrower shall be entitled to submit a Utilisation Request (as defined below) prior to the Effective Date (as defined below) in order to give the Original Lenders sufficient time to prepare a disbursement of the funds on the Effective Date. However, for the avoidance of doubt, the Utilisation Request itself will only become legally effective on the Effective Date.

DEFINITIONS AND INTERPRETATION

Definitions

the amount of its participation in any outstanding and not repaid Utilisations; and

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.

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;

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.

the Ultimate Parent ceases (directly or indirectly) to Control the Borrower;

any other person or group of persons acting in concert (other than the Ultimate Parent) gains direct or indirect Control of the Borrower.

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

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of such body corporate or another entity; or

appoint or remove all, or the majority, of the partners, directors, management board members, or other equivalent officers of such body corporate; and

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

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.

any release, discharge, emission, leakage or spillage of any dangerous substance at or from any site owned, leased, occupied or used by the Borrower into any part of the Environment; or

any accident, fire, explosion or sudden event at any site owned, leased, occupied or used by the Borrower which is directly or indirectly caused by or attributable to any dangerous substance; or

any other pollution of the Environment;

the applicable Screen Rate;

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

if:

no Screen Rate is available for the Interest Period of that Loan; and

it is not possible to calculate an Interpolated Screen Rate for that Loan,

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

this Agreement;

an Assignment and Assumption Certificate;

a Bank Guarantee;

each Fee Letter;

the Hedging Agreement;

each Security Document;

the Security Pooling Agreement;

the Shareholders’ Undertaking Agreement; and

any other document agreed to be a “Finance Document” by both the Agent and the Borrower.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with US-GAAP, be treated as a capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

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 (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction that amount) shall be taken into account);

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

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (g) above.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24 (Changes to the Lenders),

the business, operation, property and financial condition of the Borrower taken as a whole and as a result, the ability of the Borrower to perform any of its obligations under the Finance Documents; or

the validity or enforceability of the Finance Documents.

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

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.

any Existing Security;

any lien arising by operation of law or in the ordinary course of business;

any Security arising out of conditional sale, any retention of title agreement or similar agreements entered into in the ordinary course of business;

any Security over assets in connection with lease agreements entered into in connection with a rail car financing replacing existing rail car rental contracts having an aggregate contract value of EUR 23,000,000 at any time;

any Security over assets in connection with any new lease agreements having an aggregate contract value of EUR 5,000,000 at any time;

any Security over assets in connection with capital lease agreements whether with existing and/or new lessors, institutions or lease providers, replacing, amending or restating operating leases in effect at the date of this Agreement having an aggregate contract value of EUR 20,000,000 at any time;

any Transaction Security;

any Security securing the Hedging Agreement;

any Security securing the Existing Bank Guarantees;

any liens arising as a result of litigation or legal proceedings that are being contested in good faith by appropriate proceedings;

any Security securing any Financial Indebtedness permitted in accordance with paragraph (f) of the definition of Permitted Indebtedness.

Existing Indebtedness set out in Schedule 7 (Existing Indebtedness);

Existing Bank Guarantees;

Financial Indebtedness incurred under, or as expressly permitted by, the Transaction Documents;

Financial Indebtedness incurred under the hedging transactions contemplated by and documented by the Hedging Agreement;

Financial Indebtedness incurred as Subordinated Liabilities by the Borrower, which is legally and structurally subordinated to any liabilities (including contingent liabilities) of the Borrower under the Finance Documents in accordance with the Shareholders’ Undertaking Agreement;

Financial Indebtedness and any other interest bearing indebtedness incurred by the ZSG Group in the ordinary course of business the principal amount of which does in aggregate not exceed EUR 5,000,000 (or the equivalent in any other currency) at any time;

Financial Indebtedness incurred under any new lease agreements having an aggregate contract value of EUR 5,000,000;

Financial Indebtedness incurred under any lease agreements entered into in connection with a rail car financing replacing existing rail car rental contracts having an aggregate contract value of EUR 23,000,000 at any time;

Financial Indebtedness incurred in connection with capital lease agreements whether with existing and/or new lessors, institutions or lease providers, replacing, amending or restating operating leases in effect at the date of this Agreement having an aggregate contract value of EUR 20,000,000 at any time;

other Financial Indebtedness permitted by the Majority Lenders from time to time.

the Refinancing;

the incurrence of Permitted Indebtedness and the granting of Permitted Encumbrances;

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 business (including with respect to related parties or affiliates on arm’s-length basis); and

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.

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 any Issuing Bank the amount of any claim under a Bank Guarantee;

the aggregate amount of which is equal to or less than (i) the maturing Loan or (ii) the claim under the Bank Guarantee;

in the same currency as (i) the maturing Loan or (ii) the claim under the Bank Guarantee; and

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 any Issuing Bank.

German law global assignment agreement (Globalzession);

German law transfer of assets by way of security (Raumsicherungsübereignung);

German law pledge of bank accounts (Kontenverpfändung), excluding the Shareholder Distribution Account; and

any other document agreed to be a “Security Document” by both the Agent and the Borrower.

31 October 2019 and

the date falling one month prior to the final maturity date of such note issued in connection with the Note Issue which has the shorter duration.

the proposed Transfer Date specified in the Assignment and Assumption Certificate; and

the date on which the Agent executes the Assignment and Assumption Certificate.

which is resident for tax purposes in the US; or

some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Construction

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

the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any “Issuing Bank”, any “Lender” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

“assets” includes present and future properties, revenues and rights of every description;

“assignment” means Abtretung;

“authorised signatory” means Geschäftsführer or Prokurist insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;

“board of directors” means Geschäftsführung insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;

a reference to a “director” means Geschäftsführer insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;

“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);

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;

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;

“gross negligence” means ▇▇▇▇▇ Fahrlässigkeit;

a “group of Lenders” includes all the Lenders;

“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;

“including” means “including without limitation”;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

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;

“management” means Geschäftsführung insofar as any company incorporated or limited partnership established in the Federal Republic of Germany is concerned;

“pay”, “prepay” or “repay” in Clause 22 (General undertakings) includes by way of set-off, combination of accounts or otherwise;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

“promptly” means unverzüglich;

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;

“rights” include all rights, whether actual or contingent, present or future, arising under contract or law;

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;

“trustee”, “fiduciary” and “fiduciary duty” has in each case the meaning given to such term under applicable law;

“wilful default” and “wilful misconduct” means Vorsatz;

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;

the Borrower “repaying” or “prepaying” a Bank Guarantee means:

the Borrower providing cash cover for that Bank Guarantee;

the maximum amount payable under the Bank Guarantee being reduced in accordance with its terms; or

the respective 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(z)(i) and Clause 1.2.1(z)(ii) above is the amount of the relevant cash cover or reduction;

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:

the account is with the respective Issuing Bank;

withdrawals from the account may only be made to pay the respective Issuing Bank 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

the Borrower has executed a security document, in form and substance satisfactory to the respective Issuing Bank with which that account is held, creating a first ranking security interest over that account;

the Interest Period of a Bank Guarantee will be construed as a reference to the Term of that Bank Guarantee;

an amount borrowed includes any amount utilised by way of Bank Guarantee;

a Utilisation made or to be made to the Borrower includes a Bank Guarantee issued on its behalf;

amounts outstanding under this Agreement include amounts outstanding under or in respect of any Bank Guarantee;

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;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Central European time (CET) or, as the context requires, London time; and

words importing the plural shall include the singular and vice versa.

Section, clause and Schedule headings are for ease of reference only.

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.

A Default or an Event of Default is “continuing” if it has not been remedied or waived.

In any calculation or determination done for the purposes of a Finance Document, no amount shall be double-counted or duplicated.

Currency symbols and definitions

Language

Payment of Interest on Shareholder Loans

the Shareholder Distribution Account shall not be subject to any Security from, by or under any Finance Document; and

nothing herein or in any Finance 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 in its sole discretion from time to time and at any time.

The Borrower may transfer funds into the Shareholder Distribution Account or pay interest due under any Shareholder Loan Agreement up to an aggregate amount of the Euro equivalent of USD 23,000,000 per annum, provided that whenever such payment is to be made:

no breach of any financial covenants as set out in Clause 21 (Financial Covenants) has occurred as of the last Calculation Date prior to such transfer;

no Event of Default has occurred and is continuing;

the Minimum Liquidity is available to the Borrower after any such transfer and payment of interest; and

the Borrower submits five (5) Business Days prior to such transfer an Interest Payment Notice to the Agent.

THE FACILITY

The Facility

Finance Parties’ rights and obligations

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 (Ausschluss der gesamtschuldnerischen Haftung).

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 the Borrower shall be a separate and independent debt. The formation of joint property (Gesamthandsvermögen) shall be excluded.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

Purpose

until and including the date of the Refinancing, up to a maximum aggregate amount of EUR 37,500,000 (including an amount of up to EUR 8,500,000 determined to fund the Hedge Security Account) to finance the Refinancing; and

thereafter towards the financing of its working capital and operational and business requirements, including payment of interest, any principal on Shareholder Loan Agreements and dividends as permitted pursuant to the terms of the Finance Documents.

Monitoring

CONDITIONS PRECEDENT

Initial conditions precedent

This Agreement and the rights and obligations thereunder shall only become legally valid and effective if

each of the Cash Contribution and the Shareholder Contribution has been received in the Refinancing Account; and

the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent

Without prejudice to Clause 4.1.1 above, the Borrower may deliver a Utilisation Request prior to the receipt of a respective notice by the Agent. However, for the avoidance of doubt, this Utilisation Request shall only become effective on the Effective Date and the Lenders shall only be required to fulfil their obligations pursuant to Clause 5.5 (Lenders’ participation) once the Effective Date has occurred.

Further conditions precedent

provided that this Agreement has become effective pursuant to Clause 4.1.1 above;

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

the Repeating Representations to be made by the Borrower are true in all material respects.

Maximum number of Utilisation

UTILISATION - LOANS

Delivery of a Utilisation Request for Loans

Cancellation of undrawn Commitments

Completion of a Utilisation Request for Loans

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.4 (Currency and amount); and

the proposed Interest Period complies with Clause 11 (Interest Periods).

Currency and amount

The currency specified in an Utilisation Request must be euro.

The amount of the proposed Loan must be:

a minimum of EUR 1,000,000 (or its equivalent) (and an integral multiple of EUR 250,000) (or its equivalent); or

in any event such that its amount is less than or equal to the Available Facility.

Lenders’ participation

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.

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. However, if the Loan is to be disbursed for repayment of a Bank Guarantee pursuant to Clause 7.2.2 (Claims under a Bank Guarantee), the respective Available Commitments of the Lender which is at the same time the Issuing Bank of that Bank Guarantee, shall for, the purpose of this Clause 5.5.2, be deemed increased by an amount equal to the amount of the relevant Bank Guarantee to be repaid by the requested Loan.

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.

The Borrower irrevocably authorises (bevollmächtigt) and directs the Agent to remit the proceeds of each Loan as follows:

in the case of a Loan to be used to repay Existing Indebtedness, to the Refinancing Account;

in the case of all other Loans, to the account specified in the relevant Utilisation Requests.

For the purposes of this Clause 5.5 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 (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Party. A Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

UTILISATION - BANK GUARANTEES

Bank Guarantees

With the exception of the first Utilisation the Facility may be utilised by way of Bank Guarantees up to an aggregate amount of EUR 5,000,000 and a maximum number of six (6) Utilisations.

Clause 5 (Utilisation - Loans) does not apply to Utilisations by way of Bank Guarantees.

Delivery of a Utilisation Request for Bank Guarantees

Completion of a Utilisation Request for Bank Guarantees

Each Utilisation Request for a Bank Guarantee is irrevocable and will not be regarded as having been duly completed unless:

it specifies that it is for a Bank Guarantee;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Facility;

the currency and amount of the Bank Guarantee comply with Clause 6.4 (Currency and amount);

the Expiry Date of the Bank Guarantee falls on or before the Termination Date;

the delivery instructions for the Bank Guarantee are specified; and

the identity of the beneficiary and purpose of the Bank Guarantee have been approved by the Agent and the respective Issuing Bank.

Only one Utilisation may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request for a Bank Guarantee must be euro.

The amount of the proposed Bank Guarantee must be such that it is equal to the lower of (i) the Issuing Bank’s respective Available Commitment and (ii) the amount which is the difference between (A) EUR 5,000,000 and (B) the aggregate amount of all Bank Guarantees utilised.

Issue of Bank Guarantees

If the conditions set out in this Agreement have been met, the respective Issuing Bank shall issue the Bank Guarantee on the Utilisation Date.

The respective 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:

in the case of a Bank Guarantee to be renewed in accordance with Clause 6.5.4 (Renewal of a Bank Guarantee), no action has been taken under Clause 23.20 (Acceleration) and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

the Repeating Representations to be made by the Borrower are true.

The amount of each Bank Guarantee will reduce the Commitment of the respective Issuing Bank in its capacity as Original Lender until such Bank Guarantee is repaid or discharged by the Borrower.

The respective Issuing Bank shall notify the Agent who will notify each of the other Lenders of the details of the requested Bank Guarantee.

Renewal of a Bank Guarantee

The Borrower may request that any Bank Guarantee issued on its behalf by an Issuing Bank be renewed by delivery to the respective Issuing Bank of a Renewal Request in substantially similar form to a Utilisation Request for a Bank Guarantee by the Specified Time.

The respective Issuing Bank shall treat any Renewal Request in the same way as a Utilisation Request for a Bank Guarantee.

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:

its amount may be less than the amount of the Bank Guarantee immediately prior to its renewal; and

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.

If the conditions set out in this Agreement have been met, the respective Issuing Bank shall amend and reissue any Bank Guarantee pursuant to a Renewal Request.

BANK GUARANTEES

Immediately payable

Claims under a Bank Guarantee

The Borrower irrevocably and unconditionally authorises any Issuing Bank to pay any claim made or purported to be made under a Bank Guarantee issued by that Issuing Bank as requested by the Borrower and which appears on its face to be in order (in this Clause 7.2, a “Claim”).

The Borrower shall immediately on demand or, if such payment is being funded by a Loan, shall within five (5) Business Days of demand, pay to the Agent for the respective Issuing Bank an amount equal to the amount of any Claim paid.

The Borrower acknowledges that the respective Issuing Bank:

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

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.

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

the sufficiency, accuracy or genuineness of any claim or any other document; or

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

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(z)(i) (Construction), that Bank Guarantee shall be treated as being outstanding under a bilateral guarantee facility provided by the respective Issuing Bank, the terms of which (including the fee) are to be set out in a separate document between the respective Issuing Bank and the Borrower.

Indemnities

The Borrower shall immediately on demand indemnify any Issuing Bank against any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of such Issuing Bank’s gross negligence (▇▇▇▇▇ Fahrlässigkeit) or wilful misconduct (Vorsatz)) in acting as Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.

The obligations of the 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:

any time, waiver or consent granted to, or composition with, the Borrower, any beneficiary under a Bank Guarantee or any other person;

the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor;

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 the Borrower, 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;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any beneficiary under a Bank Guarantee or any other person;

any amendment (however fundamental) or replacement of a Finance Document, any Bank Guarantee or any other document or security;

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

to the extent legally possible, any insolvency or similar proceedings.

Rights of contribution

Exercise of rights

to take any action or obtain judgment in any court against the Borrower;

to make or file any claim or proof in a winding up or dissolution of the Borrower; or

to enforce or seek to enforce any other security taken in respect of any of the obligations of the Borrower under this Agreement.

REPAYMENT

Repayment of Loans

Repayment of Guarantees

PREPAYMENT AND CANCELLATION

Illegality

If it becomes unlawful in any applicable jurisdiction for any Lender or any Issuing Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation or it becomes unlawful for any Affiliate of a Lender to do so, including by reason of:

any member of the ZSG Group or any of its affiliates being or becoming an EU Restricted Person or a Non-EU Restricted Person or acting directly or indirectly on behalf of an EU Restricted Person or a Non-EU Restricted Person or using any revenue or benefit derived from any activity or dealing with an EU Restricted Person or a Non-EU Restricted Person or any other unlawful activity in discharging any obligation due or owing to a Lender; or

any member of the ZSG Group or any of its affiliated permitting or authorising any person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or nay part of the proceeds of the Facility or other transaction contemplated by this Agreement to fund any trade, business or other activities or otherwise make any payments (i) involving or for the benefit of any EU Restricted Person or a Non-EU Restricted Person or (ii) in any other manner that could result in the Borrower or a Lender being in breach of any EU Sanctions or Non-EU Sanctions or becoming an EU Restricted Person,

Upon the Agent notifying the Borrower or, if applicable, that Lender, the Commitment of that Lender will be immediately cancelled; and 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.

Change of Control

the Borrower shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Utilisation (except for a Rollover Utilisation); and

if the Majority Lenders so require, the Agent shall, by not less than thirty (30) Business Days notice to the Borrower, 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.

Voluntary cancellation

in respect of the last day of any Interest Period, it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or

at any other time, it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice,

Voluntary prepayment of Loans

Applications of Prepayments

first, in prepayment of the Loans in order of maturity until repaid or prepaid in full; and

second, in prepayment of the Bank Guarantees in accordance with the notice delivered under Clause 9.2 (Change of Control) or Clause 9.3 (Voluntary cancellation), as the case may be.

Right of repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by the Borrower is required to be increased under Clause 14.2.3 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

On receipt of a notice referred to in Clause 9.6.1(a) above, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice under Clause 9.6.1(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.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 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.

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.

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.

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.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

INTEREST

Calculation of interest

Margin; and

EURIBOR.

Payment of interest

Default interest

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 of which is 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.

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 10.3 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.

Any interest accruing or damages payable under this Clause 10.3 shall be immediately payable by the Borrower on demand by the Agent.

Any further damages and indemnities shall be dealt with in accordance with Clause 16 (Other indemnities).

Notification of rates of interest

INTEREST PERIODS

Selection of Interest Periods

Unless the Borrower has selected an Interest Period in accordance with Clause 11.1.2 and Clause 11.1.3 below and subject to this Clause 11, each Interest Period shall be one (1) Month.

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 11, the Borrower may select an Interest Period of one (1), three (3) or six (6) Months or any shorter period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders) which is required in order to align the interest period of such Loan with the interest period of any existing loan in order to ensure consolidation.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for a Loan shall start on the Utilisation Date.

A Loan has one Interest Period only.

Consolidation of Loans

Changes to Interest Periods

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.

If the Agent makes any of the changes to an Interest Period referred to in this Clause 11.3, it shall promptly notify the Borrower and the Lenders.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Market disruption

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:

the Margin; and

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.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Day for the relevant Interest Period EURIBOR is to be determined by reference to the Reference Bank and none or only one of the Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant Interest Period; or

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 forty (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.

Alternative basis of interest or funding

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.

Any alternative basis agreed pursuant to Clause 12.3.1 above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

Break Costs

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.

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.

FEES

Commitment fee

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.

The accrued commitment fee is payable semi-annually in arrears 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.

Arrangement fee

Agency fee

Participation fee

Fees payable in respect of Bank Guarantees

The Borrower shall pay to the Agent (for the account of each Issuing Bank) a Bank Guarantee fee at an annual rate of 2.25 per cent. 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 to the Issuing Banks according to the principal amount of Bank Guarantees that each Issuing Bank has issued.

The accrued Bank Guarantee fee on a Bank Guarantee shall be payable on the first day of each successive period of three (3) 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 Issuing Bank’s Commitment in its capacity as Lender at the time the cancellation is effective if that Commitment is cancelled in full and the Bank Guarantee is prepaid or repaid in full.

TAX GROSS UP AND INDEMNITIES

Definitions

In this Clause 14:

In this Clause 14 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that it 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 Borrower.

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due 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.

The Borrower is not required to make an increased payment to a Lender under Clause 14.2.3 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 Borrower is able to demonstrate that the payment:

relates to a Tax referred to in Clause 14.3.2 (Tax indemnity); or

could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 14.2.7 below.

If the Borrower is required to make a Tax Deduction, it 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.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower 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.

The respective Finance Party and the Borrower shall, to the extent practicable, co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

Tax indemnity

The Borrower shall (within five (5) 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.

Clause 14.3.1 above shall not apply

with respect to any Tax assessed on a Finance Party:

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

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,

to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make, a claim pursuant to Clause 14.3.1 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.

A Protected Party shall, on receiving a payment from the Borrower under this Clause 14.3, notify the Agent.

Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

a Tax Credit is attributable to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

If such a Tax Credit by reference to which a Finance Party has made a payment to the Borrower under Clause 14.4.1(a) above is subsequently disallowed or cancelled, the Borrower must reimburse any payment made under Clause 14.4.1(a) above to the relevant Finance Party.

If the Borrower 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 effect on its business, operations, property, condition or prospects (financial or otherwise). The Borrower shall bear any out of pocket costs reasonably incurred by a Finance Party in making such a claim.

Stamp taxes

Value added tax

All consideration payable under a Finance Document by the Borrower to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower 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.

Where a Finance Document requires the Borrower to reimburse a Finance Party for any costs or expenses, the Borrower 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.

FATCA Information

Subject to Clause 14.7.3 below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to Clause 14.7.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Clause 14.7.1(a) above shall not oblige any Finance Party to do anything, and Clause 14.7.1(c) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

the date a new US Tax Obligor accedes as a Borrower; or

where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 14.7.5 above to the relevant Borrower.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 14.7.5 above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 14.7.5 or 14.7.7 above without further verification. The Agent shall not be liable for any action taken by it under or in connection with Clauses 14.7.5, 14.7.6 or 14.7.7 above.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased costs

Subject to Clause 15.3 (Exceptions) the Borrower shall, within five (5) 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 Effective Date.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

“Basel III” means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Borrower;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in 14.3.2 (Tax indemnity) applied);

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Effective Date (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

In this Clause 15.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 14.1 (Definitions).

OTHER INDEMNITIES

Indemnities to the Finance Parties

the occurrence of any Event of Default;

a failure by the Borrower 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 29 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower.

Indemnity to the Agent

investigating any event which it reasonably believes is a Default;

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with and the agreement of 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 9.1 (Illegality), Clause 14 (Tax gross-up and indemnities), Clause 15.1 (Increased costs) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Clause 17.1.1 above does not in any way limit the obligations of the Borrower under the Finance Documents.

Limitation of liability

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 17.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the Effective Date.

Amendment costs

Enforcement costs

REPRESENTATIONS

General

The Borrower makes the representations and warranties set out in this Clause 19 to each Finance Party on the Effective Date.

The Borrower acknowledges that the Finance Parties have entered into this Agreement in reliance on those representations and warranties.

Status

The Borrower:

is duly incorporated and validly existing under the laws of the Federal Republic of Germany as limited liability company; and

the place from which it is administered and where all managerial decisions are taken (tatsächlicher Verwaltungssitz) is located within the Federal Republic of Germany.

The Borrower has the power to own its assets.

The Borrower has all material Authorisations necessary to carry on its business as it is being conducted, except as would not have a Material Adverse Effect.

Binding obligations

Non-conflict with other obligations

any law or regulation applicable to it;

its or any of its Subsidiaries’ constitutional documents; or

any material agreement or material 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);

Power and authority

Validity and admissibility in evidence

Deduction of Tax

No default

No Event of Default is continuing or would be expected to result from the making of any Utilisation.

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 would have a Material Adverse Effect.

No misleading information

Any factual information provided by the Borrower 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.

All financial projections contained in the Financial Model were prepared or made in good faith and on the basis of assumptions believed by the Borrower to be reasonable.

So far as it is aware after reasonable enquiries, all other written information provided by the Borrower to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and, in light of the circumstances at the time or as at the date (if any) at which it is stated, except as may be superseded by subsequent written information provided to such Finance Party, is not misleading in any material respect.

Financial statements

Pari passu ranking

No proceedings pending

Insurances

Good title to assets

Environmental compliance

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:

all applicable Environmental Laws; and

the terms and conditions of such Environmental Licences,

Environmental Claims

Taxation

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.

It and each of its Subsidiaries is not materially overdue in the filing of any Tax returns.

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.

Indebtedness

No Security

Consents etc. relating to any Permitted Transaction

Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Compliance Certificate and the date of each Utilisation Request.

Each Repeating Representations to be made after the Effective Date shall be made or deemed to be made by reference to the facts and circumstances existing at the date the Repeating Representations is made.

INFORMATION UNDERTAKINGS

Financial statements

as soon as they become available, but in any event within ninety (90) days of the end of its financial years ▇▇▇▇▇▇’▇ audited consolidated financial statements (including balance sheet, profit and loss statement, cash flow statement and related auditors’ report), according to US-GAAP;

as soon as they become available, but in any event within ninety (90) days of the end of its financial years the balance sheet, profit and loss statement, cash flow statement with respect to each of the members of the ZSG Group and SP Holding and, with respect to each of the members of the ZSG Group, the related auditors’ report for such financial year by a recognised firm of independent auditors licensed to practise in the Federal Republic of Germany, according to GAAP;

as soon as they become available, but in any event within ninety (90) days of the end of its financial years the audited consolidated balance sheet, consolidated profit and loss statement, consolidated cash flow statement and related auditors’ report for the ZSG Group for such financial year audited by a recognised firm of independent auditors licensed to practise in the Federal Republic of Germany, according to GAAP and reconciled to US GAAP;

as soon as they become available, but no later than forty-five (45) days after the end of each financial quarter year, the consolidated balance sheet, consolidated profit and loss statement and consolidated cash flow statement for the ZSG Group for such period, which will be in a form reasonably acceptable to the Lenders, according to US-GAAP;

thirty (30) days prior to the beginning of the relevant financial year, the budgeted consolidated balance sheet, the budgeted consolidated profit and loss statement and the budgeted consolidated cash flow statement including budgeted consolidated capital expenditure for the next following financial year for the ZSG Group according to US GAAP and supported by the updated Financial Model; and

any financial statements delivered in accordance with Clause 20.1.4 above and Clause 20.1.3 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.

Compliance Certificate

The Borrower shall supply to the Agent semi-annually beginning on 30 June 2015, with the set of financial statements then delivered pursuant to Clause 20.1.3 (Financial statements) and Clause 20.1.4 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by one director of the Borrower.

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.

Requirements as to financial statements

Each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition in all material respects as at the date as at which those financial statements were drawn up.

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 Borrower by such auditors.

Information: miscellaneous

promptly, the details of any newly created Permitted Encumbrances of ZSG Group (save for the creation of any Security in accordance with paragraph (b) of the definition of Permitted Encumbrances);

promptly, upon the request of the Agent, a certified copy of any agreement with any other Subsidiary of the Ultimate Parent;

promptly, the details of any newly created Permitted Indebtedness of ZSG Group;

promptly upon becoming aware of it, the details of any tax field audit (Betriebsprüfung) which is current, threatened or pending against it which would, if adversely determined, have a Material Adverse Effect;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it, and which would, if adversely determined, have a Material Adverse Effect; and

promptly, the details of any change of its constitutional documents or any Transaction Document.

Notification of default

Use of websites

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 Borrower and the Agent (the “Designated Website”) if:

the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the Borrower and the Agent.

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.

The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

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

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 (10) Business Days.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Effective Date;

any change in the status of the Borrower after the Effective Date; or

a proposed assignment or assignment and transfer by assumption of contract (Vertragsübernahme) 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 assignment and transfer by assumption of contract (Vertragsübernahme),

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.

German Banking Act (Kreditwesengesetz)

FINANCIAL COVENANTS

Financial definitions

In this Clause 21:

Current Assets

Current Liabilities.

plus the amount of taxes set against the net profits of ZSG Group in its relevant consolidated financial statements and (without double counting) any provision by ZSG Group for taxes,

plus any amortisation and depreciation stated in the relevant consolidated financial statements,

plus any interest expense as recorded in the profit and loss statement for the respective period,

plus any other non-cash charges set against the net profits of the Borrower in the relevant financial statements (including but not limited to non-cash exchange rate gains or losses, non-cash effluent charges).

EBITDA for such period,

Interest Expense for such period;

Leverage Ratio

Interest Cover Ratio

Current Ratio

Calculations

GENERAL UNDERTAKINGS

Authorisations

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Agent of,

Compliance with laws

Insurance

The Borrower shall at all times effect and maintain the Insurances on and in relation to its business and assets with reputable underwriters or insurance companies.

The Borrower shall 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 22.3.1 above.

Transactions with third parties

Pari passu ranking

Environmental compliance

all applicable Environmental Laws; or

the terms and conditions of all Environmental Licences applicable to it,

Environmental Claims

any Environmental Claim which has been commenced or threatened against a member of ZSG Group; or

any facts or circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against a member of ZSG Group,

Taxation

The Borrower shall (and shall procure that each member of the ZSG 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).

The Borrower shall not be materially overdue in the filing of any Tax returns.

Refinancing

Capitalisation

Negative pledge

Disposals

Except as permitted under Clause 22.12.2, the Borrower shall not (and shall procure that no other member of the ZSG 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).

Clause 22.12.1 above does not apply to any sale, lease, transfer or other disposal:

made in the ordinary course of business of the disposing entity;

of assets in exchange for other assets comparable or superior as to type, value and quality;

of assets that are worn out, obsolete or redundant;

which is a Permitted Transaction;

to which the Majority Lenders have given their prior written consent; or

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 22.12.2(a), Clause 22.12.2(b) and Clause 22.12.2(c) above) does not exceed EUR 15,000,000 (or its equivalent in another currency or currencies) in any financial year.

Financial Indebtedness

Treasury Transactions

The Borrower shall not (and shall procure that no other member of the ZSG Group will) enter into any Treasury Transaction, other than the hedging transaction and documented by the Hedging Agreement.

The Borrower shall ensure that the Hedging Agreement is 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 Agreement) as permitted by the Security Pooling Agreement.

Merger; agreement on profit

any amalgamation, demerger, merger, consolidation or corporate reconstruction or any transaction with the commercial effect of the foregoing; or

any profit and loss transfer agreement (Ergebnisabführungsvertrag) (other than the existing profit and loss agreements between the Borrower and ZSG ▇▇▇▇ and ZSG Transport, respectively), 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 Borrower’s profits,

a Permitted Transaction;

with the prior written consent of the Majority Lenders.

Major investment

the aggregate value of which exceeds EUR 20,000,000; and

that the funding of which is fully or partially provided for by the proceeds of a Loan.

Joint Ventures

Except as permitted under Clause 22.17.2 below, the Borrower shall not (and shall procure that no other member of the ZSG Group will):

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture having a value in excess of EUR 1,000,000; or

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).

Clause 22.17.1 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.

Change of business

Share capital

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

issue any shares or grant any person any right (whether conditional or unconditional) to call for the issue or allotment of any of its shares (including an option or a right of pre-emption or conversion) or enter into any agreement to do any of the foregoing,

Dividends and withdrawals

Subordinated Liabilities

EVENTS OF DEFAULT

Non-payment

its failure to pay is caused by administrative or technical error; and

payment is made within ten (10) Business Days of its due date.

Financial covenants

Provision of Security

Other obligations

The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 23.1 (Non-payment) and Clause 23.2 (Financial covenants)).

The Borrower does not comply with any provision of any Security Document.

No Event of Default under Clause 23.4.1 above and Clause 23.4.2 above will occur if:

the Agent considers that the relevant non-compliance is capable of remedy; and

the relevant non-compliance is remedied within twenty (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.

Misrepresentation

Cross default

Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of the Borrower 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).

Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 23.6 if: (i) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clause 23.6.1 above to Clause 23.6.4 above is less than EUR 10,000,000 (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 23.6.1 to 23.6.4 above is disputed in good faith by the Borrower affected thereby by way of appropriate proceedings.

Insolvency

is unable to pay its debts as they fall due (Zahlungsunfähigkeit);

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);

files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors or management of the Borrower is required by law to file for insolvency; or

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 the Borrower (Eröffnung des Insolvenzverfahrens).

Insolvency and similar proceedings

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 the Borrower;

the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of the Borrower or any of its assets (including the directors of the Borrower requesting a person to appoint any such officer in relation to it or any of its assets); or

enforcement of any Security over any assets of the Borrower which is not discharged within thirty (30) days,

Execution or distress

Shareholders’ Undertaking Agreement

The Ultimate Parent or SP Holding fails to comply with the provisions of, or does not perform its respective obligations under, the Shareholders’ Undertaking Agreement.

No Event of Default will occur under this Clause 23.10 if

the Agent considers that the relevant non-compliance or non-performance is capable of remedy; and

the relevant non-compliance or non-performance is remedied within twenty (20) Business Days of the earlier of (i) the Agent giving notice to the Ultimate Parent or SP Holding, as the case may be, and (ii) the date on which the Ultimate Parent or SP Holding, as the case may be, became aware or ought reasonably to have become aware of such non-compliance or non-performance.

A representation or warranty given by the Ultimate Parent or SP Holding 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 thirty (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.

Cessation of business

Audit qualification

Expropriation

Repudiation and rescission of agreements

the Borrower (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.

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.

Litigation

Change of Control

Unlawfulness

Environmental matters

Any Environmental Contamination is discovered on any site owned, leased, occupied or used by a member of the ZSG Group which might reasonably be expected to have a Material Adverse Effect.

A member of the ZSG Group fails to comply with any Environmental Law or any Environmental Licence or an Environmental Claim is made against a member of the ZSG Group and as a result a Material Adverse Effect occurs.

Material Adverse Effect

Acceleration

cancel the Total Commitments whereupon they shall immediately be cancelled;

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;

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;

require the Borrower to:

procure that the liabilities of each of the Lenders and any Issuing Bank under or in connection with each Bank Guarantee are promptly reduced to zero; or

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

exercise all or any of its rights, remedies, powers or discretions under any of the Finance Documents.

Demand basis

CHANGES TO THE LENDERS

Assignments and assignments and transfers by assumption of contract (Vertragsübernahme) by the Lenders

Subject to this Clause 24, a Lender (the “Existing Lender”) may:

assign any of its rights; or

assign and transfer by assumption of contract (Vertragsübernahme) any of its rights and obligations under any Finance Document,

Subject to Clause 24.2 (Conditions of assignment and assignment and transfer by assumption of contract (Vertragsübernahme)), each Party hereby gives its consent in advance to any assignment and assignment and transfer by assumption of contract (Vertragsübernahme) as referred to in Clause 24.1.1 above. Receipt of an Assignment and Assumption Certificate by the Agent shall constitute notice of the assignment and assignment and transfer by assumption of contract (Vertragsübernahme) 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.

For the purposes of this Clause 24.1 each Finance 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 (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)

An assignment will only be effective on:

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

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.

An assignment and transfer by assumption of contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 24.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) is complied with.

If:

a Lender assigns or assigns and transfers by assumption of contract (Vertragsübernahme) any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased costs),

Assignment or assignment and transfer by assumption of contract (Vertragsübernahme) fee

Limitation of responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower 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

will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer from a New Lender of any of the rights and obligations assigned or assigned and transferred by assumption of contract (Vertragsübernahme) under this Clause 24; or

support any losses directly or indirectly incurred by the New Lender by reason of the nonperformance by the Borrower of its obligations under the Finance Documents or otherwise.

Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)

Subject to the conditions set out in Clause 24.2 (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)) a assignment and transfer by assumption of contract (Vertragsübernahme) is effected in accordance with Clause 24.5.3 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 24.5.2 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.

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.

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 assignment and transfer by assumption of contract (Vertragsübernahme) to such New Lender.

On the Transfer Date:

to the extent that in the Assignment and Assumption Certificate the Existing Lender seeks to assign and transfer by assumption of contract (Vertragsübernahme) its rights and obligations under the Finance Documents the Borrower 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”);

the Borrower 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 the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

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 assignment and transfer by assumption of contract (Vertragsübernahme) 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

the New Lender shall become a Party as a “Lender”.

For the purposes of this Clause 24.5 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 (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Party. A Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

Copy of Assignment and Assumption Certificate to the Borrower

CONFIDENTIALITY

to (or through) whom that Lender assigns or assigns and transfers by assumption of contract (Vertragsübernahme) (or may potentially assign or assign and transfer by assumption of contract (Vertragsübernahme)) all or any of its rights and obligations under this Agreement;

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 the Borrower;

appointed by any Finance Party or by a person to whom Clause 25.1.1 or 25.1.2 above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 27.13.3 (Relationship with the Lenders));

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 25.1.1 or 25.1.2 above;

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

who is a Party; or

with the consent of the Borrower, any information about the Borrower and the Transaction Documents as that Lender shall consider appropriate.

CHANGES TO THE BORROWER

ROLE OF THE AGENT, THE ARRANGER, ANY ISSUING BANK AND OTHERS

Appointment of the Agent

Each of the Arranger, the Lenders and any Issuing Bank appoints the Agent to act as its agent and attorney (Stellvertreter) under and in connection with the Finance Documents.

Each of the Arranger, the Lenders and any Issuing Bank authorises the Agent to perform the duties, obligations and responsibilities and 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.

Each of the Arranger, the Lenders and any Issuing Bank hereby relieves the Agent from the restrictions pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

Duties of the Agent

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.

Subject to Clause 27.2.3 below, 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.

Without prejudice to Clause 24.6 (Copy of Assignment and Assumption Certificate to the Borrower), Clause 27.2.2 above shall not apply to any Assignment and Assumption Certificate.

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.

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.

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.

The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

Role of the Arranger

No fiduciary duties

Nothing in any Finance Document constitutes the Agent, the Arranger and/or any Issuing Bank as a trustee (Treuhänder) of any other person. Neither the Agent nor the Arranger has any financial or commercial duty of care (Vermögensfürsorgepflicht) for any person.

None of the Agent, the Arranger or any 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.

Rights and discretions

The Agent and any Issuing Bank may rely on:

any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

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; and

a certificate from any person:

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

to the effect that such person approves of any particular dealing, transaction, step, action or thing.

The Agent may assume that:

any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

unless it has received notice of revocation, that those instructions have not been revoked.

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

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 (Non payment));

any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

any notice or request made by SP Holding (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of the Borrower.

The Agent may engage, pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

Without prejudice to the generality of Clause 27.5.3 above or Clause 27.5.5 below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

The Agent may act in relation to the Finance Documents through its officers, employees and agents.

Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arranger or any 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.

Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Majority Lenders’ instructions

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 acting) in accordance with an instruction of the Majority Lenders.

The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

Save in the case of decisions stipulated to be a matter for any other Lender or the Majority Lender under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties other than the Security Agent.

The Agent may refrain from acting in accordance with any instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

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 27.6.6 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.

Responsibility for documentation

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, any Issuing Bank, the Borrower or any other person in or in connection with any Transaction Document or information memorandum or the transactions contemplated in 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;

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, under or in connection with any Transaction Document; or

any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

No duty to monitor

whether or not any Default has occurred;

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

whether any other event specified in any Finance Document has occurred.

Exclusion of liability