AMENDING AGREEMENT dated 27 August 2009 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, between SAPPI PAPIER HOLDING GMBH as...

EXHIBIT 4.10

STAMP DUTY EXEMPT PURSUANT TO SEC 33 TP 19 PARA 4 NR 4 STAMP DUTY ACT

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX ON AGREEMENTS REFERENCED HEREIN.

EXECUTION VERSION

AMENDING AGREEMENT

dated 27 August 2009 relating to

SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT
dated 7 May 2003, as amended and restated
pursuant to an amending agreement dated 18 November 2005,

between

SAPPI PAPIER HOLDING GMBH
as Borrower

and

SAPPI INTERNATIONAL SA
SAPPI LIMITED
SAPPI TRADING PULP AG
as Original Guarantors

and

S.D. ▇▇▇▇▇▇ COMPANY
SDW HOLDINGS CORPORATION
SAPPI CLOQUET LLC
SAPPI LANAKEN NV
SAPPI DEUTSCHLAND GMBH
SAPPI DEUTSCHLAND HOLDING GMBH
SAPPI LANAKEN PRESS PAPER NV
SAPPI PULP ASIA LIMITED
SAPPI NIJMEGEN BV
SAPPI ALFELD GMBH
SAPPI MAASTRICHT BV
SAPPI NETHERLANDS BV
SAPPI EHINGEN GMBH
SAPPI EUROPE SA
SAPPI GRATKORN GMBH
SAPPI MAGNOSTAR GMBH
SAPPI AUSTRIA PRODUCTIONS – GMBH & CO. KG
SAPPI STOCKSTADT GMBH
SAPPI FINLAND I OY
as Further Guarantors

and

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BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND
ÖSTERREICHISCHE POSTSPARKASSE AG
CALYON
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
KBC BANK NV
INVESTKREDIT BANK AG
THE ROYAL BANK OF SCOTLAND PLC
UNICREDIT BANK AUSTRIA AG
as Mandated Lead Arrangers

and

UNICREDIT BANK AUSTRIA AG
as Agent

and

▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED
as Security Agent

and

the Lenders as defined below

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THIS AMENDING AGREEMENT is made on 27 August 2009

AMONG

(1)           SAPPI PAPIER HOLDING GMBH (the “Borrower”);

(2)           SAPPI INTERNATIONAL S.A., SAPPI LIMITED and SAPPI TRADING PULP AG (the “Original Guarantors”);

(3)           the entities (other than SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL S.A. and SAPPI LIMITED) named as Original Guarantors in Part A of Schedule 1 of the Amended and Restated Facility Agreement (as defined below) (the “Further Guarantors”);

(4)           BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse AG, Calyon, Erste Bank der oesterreichischen Sparkassen AG, KBC Bank NV, Investkredit Bank AG, The Royal Bank of Scotland plc and UniCredit Bank Austria AG (the “Mandated Lead Arrangers”);

(5)           UniCredit Bank Austria AG (the “Agent”);

(6)           ▇.▇. ▇▇▇▇▇▇ Europe Limited (the “Security Agent”); and

(7)           the banks and other financial institutions named as Original Lenders in Part B of Schedule 1 of the Amended and Restated Facility Agreement (the “Lenders”).

WHEREAS

(A)          Pursuant to the terms of a facility agreement dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 (the “Facility Agreement”) made between the Borrower, the Original Guarantors, the Mandated Lead Arranger and Agent, and the banks and other financial institutions named therein as lenders, the lenders agreed to make available to the Borrower a term loan facility of EUR 500,106,406 upon the terms and conditions set out in the Facility Agreement.

(B)          The Borrower has requested the Lenders to amend the Facility Agreement and the Lenders have agreed to that request on the condition (inter alia) that the parties enter into this Amending Agreement.

IT IS AGREED as follows:

1.            INTERPRETATION

Unless the context otherwise requires, terms defined in or construed for the purposes of the Amended and Restated Facility Agreement shall have the same meanings when used in this Amending Agreement. ▇▇▇▇▇▇ headings shall be ignored in construing and interpreting this Amending Agreement.

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2.            EFFECTIVE DATE

2.1          Effective Date

The amendments set out in this Amending Agreement shall not become effective until the “Effective Date”, being the date on which the Agent notifies the Lenders and the Borrower that it has received the following in such number of copies or counterparts as it requires and in form and substance satisfactory to it:

(a)          all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent to Initial Utilisation) of the Amended and Restated Facility Agreement, in relation to of each of the Borrower, the Original Guarantors and the Further Guarantors;

(b)          evidence that a Agent (as defined in the RCF Facility) has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Initial Utilisation) of the RCF Facility in form and substance satisfactory to it; and

(c)           this Amending Agreement duly executed by all parties.

2.2          References

With effect from the Effective Date, every reference in the Facility Agreement shall be construed as a reference to the Facility Agreement as amended by this Amending Agreement and any reference to “this Agreement”, “herein”, “hereof” or words to the same effect in the Facility Agreement shall be deemed to be a reference to the Facility Agreement as amended by this Amending Agreement. For the avoidance of doubt, with effect from the Effective Date, references to “the date of this Agreement” or words to the same effect shall be deemed to be references to 7 May 2003.

3.            AMENDMENT, ACCESSION AND RESIGNATION

3.1          Amendment

On the Effective Date, the Facility Agreement shall for all purposes be amended and restated so as to incorporate all amendments reflected in the Schedule hereto and so that the Facility Agreement shall be read and construed as so amended and restated (the “Amended and Restated Facility Agreement”).

3.2          Accession

On the Effective Date, each Further Guarantor shall become a Guarantor and agrees to be bound by the terms of the Amended and Restated Facility Agreement (including, for the avoidance of doubt and without limitation, the Guarantee pursuant to Clause 17 of the Amended and Restated Facility Agreement in accordance with its terms, as amended or restated) as a Guarantor.

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3.3          Resignation

On the Effective Date, Sappi Trading Pulp AG ceases to be a Guarantor under the Facility Agreement and is released from its obligations as a Guarantor under the Facility Agreement.

4.            REPRESENTATIONS AND WARRANTIES

Each of the Borrower, the Original Guarantors and the Further Guarantors makes the representations and warranties set out in Clause 18 of the Amended and Restated Facility Agreement to each Finance Party on the date of this Amending Agreement and on the Effective Date.

5.            MISCELLANEOUS

5.1          Counterparts

This Amending Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

5.2          Finance Document

This Amending Agreement is designated as a Finance Document.

5.3          Continued Force and Effect

Subject to the terms and conditions of this Amending Agreement, the Facility Agreement remains in full force and effect. In particular, without limitation, each Original Guarantor (other than Sappi Trading Pulp AG) confirms that it shall continue to be obliged as a Guarantor under the Facility Agreement in accordance with its terms, as amended and restated.

6.            GOVERNING LAW

This Amending Agreement and any non-contractual obligations arising out of or in connection with this Amending Agreement shall be governed by, and interpreted in accordance with, Austrian law.

7.            ENFORCEMENT

7.1          Jurisdiction of the Austrian Courts

The competent courts for the first district of Vienna, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Amending Agreement (including a dispute relating to the existence, validity or termination of this Amending Agreement) or any non-contractual obligation arising out of or in connection with this Amending Agreement (a “Dispute”).

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7.2          Benefit of the Finances Parties

This Clause 7 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

This Amending Agreement has been entered into on the date stated at the beginning of this Amending Agreement.

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SIGNATURES

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10

11

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SCHEDULE

AMENDED AND RESTATED FACILITY AGREEMENT

15

EXECUTION VERSION

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX ON AGREEMENTS REFERENCED HEREIN.

7 May 2003

SAPPI LIMITED
as Company

and

SAPPI PAPIER HOLDING GMBH
as Borrower

arranged by
BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG,
CALYON
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
KBC BANK NV
INVESTKREDIT BANK AG
THE ROYAL BANK OF SCOTLAND PLC
UNICREDIT BANK AUSTRIA AG
as Mandated Lead Arrangers

with

UNICREDIT BANK AUSTRIA AG
Acting as Agent

▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED
Acting as Security Agent

THIS AGREEMENT IS EXEMPT FROM AUSTRIAN STAMP DUTY PURSUANT TO SECTION 33 TP 19(4) LIT 4 OF THE AUSTRIAN STAMP DUTY ACT (GEBÜHRENGESETZ).

CONTENTS

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II

THIS AGREEMENT (also referred to as the Potlatch 09) is dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 and pursuant to an amending agreement dated 27 August 2009 and made between:

(1)           SAPPI LIMITED a company incorporated in South Africa (registered number 1936/008963/06) with its registered office in Johannesburg, South Africa (the Company);

(2)           SAPPI PAPIER HOLDING GMBH, a company incorporated in Austria (registered number FN 167931h) with its registered office in Gratkorn, Austria, as borrower (the Borrower);

(3)           THE COMPANIES listed in Part A of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

(4)           BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG, CALYON, ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, INVESTKREDIT BANK AG, KBC BANK NV, THE ROYAL BANK OF SCOTLAND PLC and UNICREDIT BANK AUSTRIA AG as mandated lead arrangers (the Mandated Lead Arrangers);

(5)           THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Original Parties) as original lenders (the Original Lenders);

(6)           UNICREDIT BANK AUSTRIA AG as agent of the Lenders (the Agent); and

(7)           ▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED as security agent for the Secured Parties (the Security Agent).

IT IS AGREED as follows:

1.            DEFINITIONS AND INTERPRETATION

1.1          Definitions

In this Agreement:

Acceptable Bank means:

(a)           a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A1 or higher by ▇▇▇▇▇’▇ Investor Services Inc. or a comparable rating from an internationally recognised credit ratings agency; or

(b)           any other bank or financial institution approved by the Agent.

Accession Letter means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

Additional Company means any Subsidiary of the Company which has acceded to this Agreement as a Guarantor in order to comply with the Additional Companies Test and has not ceased to be a Guarantor.

Additional Companies Test means the obligations of the Company under paragraphs (d) and (e) of Clause 21.19 (Guarantor Coverage Test).

Additional Cost Rate has the meaning given to it in Schedule 4 (Mandatory Costs Formulae).

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with Euro in the London foreign exchange market at or about 11:00 a.m. on a particular day.

Amending Agreement means the amending agreement dated 27 August 2009 pursuant to which the existing Euro 500,106,406 facility agreement dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, is, subject to the terms and conditions set forth therein, amended and restated.

Annual Update has the meaning given to that term in paragraph (a)(ii) of Clause 19.4 (Information: Miscellaneous).

AO means the Austrian Business Composition Act (Ausgleichsordnung-AO).

Applicable Accounting Principles means GAAP and practices and financial reference periods used in the preparation of the Base Case Model and the Original Financial Statements.

Assignment and Transfer Fee means Euro 1,500.

Auditors means Deloitte & Touche.

Austrian Guarantor means a Guarantor incorporated in the Republic of Austria.

Austrian Obligor means the Borrower and an Austrian Guarantor, as the case may be.

Austrian Security Documents means each of the Austrian security documents described in Part A of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing or registration.

Availability Period means the period from and including 7 May 2003 to and including 31 July 2003.

Available Commitment means a Lender’s Commitment minus:

(a)           the amount of its participation in any outstanding Loans; and

(b)           in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

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Available Facility means the aggregate for the time being of each Lender’s Available Commitment.

Available Financings means a facility (other than the Facility or the RCF Facility) which is required to be made available in order to satisfy the condition precedent set out in paragraph 5(h) of Part A of Schedule 2 (Conditions Precedent).

Base Case Model means the five year financial forecast for the Group and each of its operating regions (being Europe, North America and Southern Africa) prepared by the management of the Group during May 2009 for the purposes of the New Financings.

Belgian Guarantor means a Guarantor incorporated and existing under Belgian law.

Belgian Security Documents means each of the Belgian security documents listed in Part B of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

Bonds means the USD 300,000,000 12% and Euro 350,000,000 11.75% Senior Secured Notes due 2014 and issued by PE Paper Escrow GmbH pursuant to the terms of the Bond Indenture.

Bonds Indenture means senior secured notes indenture dated 29 July 2009 between, among others, PE Paper Escrow GmbH and the Bond Trustee.

Bond Trustee means The Bank of New York Mellon.

Borrower means Sappi Papier Holding GmbH, a company incorporated in Austria (registered number FN 167931h) with its registered office in Gratkorn, Austria.

Break Costs means (i) as long as and to the extent a Lender’s participation in any Loan is refinanced by OeKB, the amount (if any) which is payable by that Lender to OeKB in connection with the prepayment of any Loan, or (ii) in any other case, the amount by which interest which a Lender would have received for the period from the date of receipt of the prepaid principal amount to the last day of the current Interest Period, had the principal received been paid on the last day of that Interest Period exceeds the interest which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the prepaid principal amount received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and in Vienna and which is a TARGET Day.

Change of Control has the meaning ascribed to such term in paragraph (a)(ii) of Clause 7.5 (Exit).

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

Closing Date means the Effective Date as defined in the Amending Agreement.

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Commitment means:

(a)           in relation to an Original Lender, the amount set opposite its name under the heading Commitment in Part B of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b)           in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

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

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

Confidential Information means all information relating to the Company, any other Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)           any Group Company or any of its advisers; or

(b)           another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Company or any of its advisers,

in whatever form, and includes information given orally and any document, electronic files or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)            is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidentiality); or

(ii)           is identified in writing at the time of delivery as non-confidential by any Group Company or any of its advisers; or

(iii)          is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) and (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Obligors’ Agent and the Agent.

Default means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

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Defaulting Lender means any Lender:

(a)           which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)           which has otherwise rescinded or repudiated a Finance Document; or

(c)           with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)            its failure to pay is caused by:

(A)           administrative or technical error; or

(B)           a Disruption Event; and

payment is made within 5 Business Days of its due date; or

(ii)           the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

Disposal means a sale, transfer or other disposal (including by way of lease or loan) by a person of all or part of its assets, whether by one transaction or a series of transactions.

Disruption Event means either or both of:

(a)           a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)           the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

(i)            from performing its payment obligations under the Finance Documents; or

(ii)           from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dutch Guarantor means a Guarantor incorporated and existing under the law of The Netherlands.

Dutch Security Documents means each of the Dutch security documents listed in Part C of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

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English Security Document means the English security document listed in Part I of Schedule 15 (Transaction Security Documents) securing the Secured Obligations.

Environmental Claim means any claim, proceeding or investigation by a person in respect of any Environmental Law.

Environmental Law means any applicable law or regulation in any jurisdiction in which any Group Company conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

Environmental Permits means any permit and other Authorisation required under any Environmental Law for the operation of the business of any Group Company conducted on or from the properties owned or used by any Group Company.

EURIBOR means, in relation to any Loan:

(a)           the applicable Screen Rate; or

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

for the offering of deposits in Euro for a period comparable to the Interest Period of the relevant Loan, to be determined at 11.00 a.m. London time two TARGET Days before the first day of any period for which an interest rate is to be determined.

Event of Default means any event or circumstance specified as such in Clause 22 (Events of Default).

Excluded Subsidiary means any Subsidiary of the Company which is not:

(a)           a Sappi Manufacturing Group Company;

(b)           the Borrower;

(c)           a Subsidiary of the Borrower; or

(d)           Sappi Holding GmbH.

Existing Finance Documents means the existing finance documents set out in Schedule 10 (Existing External Indebtedness).

Existing RCF Facility means the existing Euro 600,000,000 revolving credit facility made available to the Borrower and others pursuant to a credit agreement dated 29 June 2005 made between, amongst others, Sappi Limited, the Original Borrowers (as defined therein), the Original Guarantors (as defined therein) and the Lenders (as defined therein).

Existing Security means the existing Security listed in Schedule 9 (Existing Security, Guarantees and Intercompany Loans).

Facility means the Euro term loan facility made available under this Agreement as described in Clause 2.1 (The Facility).

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

Fee Letter means any fee letter or letters entered into by reference to this Agreement between one or more of the Finance Parties and the Borrower setting out the fees payable by the Borrower in connection with the Facility.

Finance Document means this Agreement, the Amending Agreement, any Fee Letter, any Compliance Certificate, any Utilisation Request, any Accession Letter, any Resignation Letter, the Intercreditor Agreement, the Mandate Letter, the Transaction Security Documents and any other document designated as a Finance Document by the Agent and the Obligors’ Agent.

Finance Party means the Agent, the Security Agent, a Mandated Lead Arranger or a Lender.

Financial Indebtedness means (without double counting) any indebtedness for or in respect of:

(a)           moneys borrowed;

(b)           any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

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

(d)           the amount of any liability in respect of any hire purchase agreement, conditional sale agreement or lease which would, in accordance with generally accepted accounting standards in the relevant jurisdiction be treated as a finance or capital lease;

(e)           for the purpose of Clause 22.5 (Cross default) only, any interest rate or currency swap agreement or any other hedging or derivatives instrument or agreement (and when calculating the value of such movement or agreement only the marked to market value shall be taken into account);

(f)            receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis (or where recourse is limited to customary warranties and indemnities) and meet any requirement for de-recognition under the Applicable Accounting Principles);

(g)           any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

(h)           any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing;

(i)            any arrangement entered into primarily as a method of raising finance pursuant to which any asset sold or otherwise disposed of by that person is or may be leased to or

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re-acquired by a Group Company (whether following the exercise of an option or otherwise); or

(j)            any guarantee, indemnity or similar insurance against financial loss given in respect of the obligation of any person falling within any of paragraphs (a) to (i) above,

except that indebtedness owing by one Group Company to another Group Company shall not be taken into account as Financial Indebtedness.

Financial Year means the annual accounting period of the Group ending on the Sunday closest to 30 September in each calendar year.

Finnish Guarantor means a Guarantor incorporated in Finland.

Finnish Security Documents means each of the Finnish security documents listed in Part D of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

GAAP means:

(a)           in relation to the consolidated financial statements of the Group, IFRS;

(b)           in relation to the Company and the Borrower, IFRS; and

(c)           in relation to each Obligor (other than the Company and the Borrower), generally accepted accounting principles, standards and practices in that Obligor’s jurisdiction of incorporation.

German Guarantor means a Guarantor incorporated under the laws of Germany.

German Security Documents means each of the German security documents listed in Part E of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

Group means the Company and its Subsidiaries for the time being and Group Company means any one of the same.

Group Structure Chart means the group structure chart in the agreed form.

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24 (Changes to the Obligors).

Guarantor Coverage Group means the Borrower and the Subsidiaries of the Borrower.

Guarantor Coverage Test has the meaning given to that term in paragraph (a) of Clause 21.19 (Guarantor Coverage Test).

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

Hong Kong Guarantor means a Guarantor incorporated in Hong Kong.

IFRS means the international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

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Impaired Agent means the Agent at any time when:

(a)           it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)           the Agent otherwise rescinds or repudiates a Finance Document;

(c)           (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d)           an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i)            its failure to pay is caused by:

(A)           administrative or technical error; or

(B)           a Disruption Event; and

payment is made within 5 Business Days of its due date; or

(ii)           the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 16 (Form of Increase Confirmation) or any other form agreed between the Agent and the Obligors’ Agent.

Increase Lender means has meaning given to that term in Clause 2.3 (Increase).

Information Memorandum means the confidential information memorandum in respect of the Group dated June 2009 and prepared in connection with the Facility and the RCF Facility.

Information Package means the Information Memorandum and the Base Case Model.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a)           it is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)           becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)           makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)           institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

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(e)           institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it such proceeding or petition is instituted or presented by a person not described in paragraph (d) above and:

(i)            results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)           is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)            has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the UK Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the UK Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the UK Banking Act 2009;

(g)           has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)           seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i)            has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; or

(j)            causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above.

Intercompany Financings means the financings from the Borrower to Sappi Lanaken Press Paper N.V., Belgium, of EUR 228,600,000, S.D. ▇▇▇▇▇▇ Company, USA of USD 130,000,000 and Sappi UK Holdings BV, Netherlands of EUR 133,179,102 for the purpose of the acquisition of Potlatch Corporation’s coated fine paper division for USD 480,000,000.

Intercreditor Agreement means an intercreditor agreement in relation to, among other things, the sharing and ranking of the Transaction Security to be entered into on or before the Signing Date between, among others, the Original Obligors, the Lenders, the RCF Lenders and the Bond Trustee.

Intellectual Property means:

(a)           any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, inventions, rights in confidential information and know-how, and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)           the benefit of all applications and rights to use such assets of each Group Company (which may now or in the future subsist).

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Interest Period means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity or equivalent arrangement.

KO means the Austrian Bankruptcy Code (Konkursordnung-KO).

Lender means:

(a)           any Original Lender; and

(b)           any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 23 (Changes to the Lenders),

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

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

LMA means the Loan Market Association.

Majority Lenders means:

(a)           as long as there are no Outstandings, a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent. of the Total Commitments immediately prior to that reduction); or

(b)           at any other time, a Lender or Lenders whose participations in the Facility then outstanding aggregate more than 66 2/3 per cent. of the Facility then outstanding.

Mandate Letter means the letter dated on or about the date of this Agreement addressed by the Mandated Lead Arrangers to the Borrower.

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

Margin means 6.25 per cent. per annum subject to the Margin Adjusted Rate.

Margin Adjusted Rate means in relation to a particular Interest Period, the rate per annum determined by reference to the credit ratings assigned as follows:

if the Rating last published (and not withdrawn) before the commencement of an Interest Period of both ▇▇▇▇▇’▇ and Standard & Poor’s is as per those set out in Column A of the table below, then the corresponding Margin in Column B in the table below shall apply:

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(a)           In the event that there is a difference in the Rating assigned by ▇▇▇▇▇’▇ and Standard and Poor’s, the applicable Margin shall be determined by reference to the mean of the rate per annum assigned to each of the two Ratings; and

(b)           In the event that a Rating is only assigned by one of the aforementioned rating agencies, such Rating shall apply.

Material Adverse Effect means a material adverse effect on:

(a)           the business, operations, assets or financial condition of the Group taken as a whole;

(b)           the ability of the Obligors (taken together) to perform their payment obligations under the Finance Documents or the ability of the Company to comply with the financial covenants set out in Clause 20 (Financial Covenants); or

(c)           the validity or enforceability of, or the ranking of, any Security granted or purported to be granted pursuant to, any of the Finance Documents.

Material Subsidiary means, at any time:

(a)           the Borrower; and

(b)           any Subsidiary of the Borrower (excluding PE Paper Escrow GmbH) which has:

(i)            earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in Clause 20 (Financial Covenants) representing 5 per cent. or more of the consolidated EBITDA (as defined in Clause 20 (Financial Covenants) of the Guarantor Coverage Group; or

(ii)           gross assets representing 5 per cent. or more of the consolidated gross assets of the Guarantor Coverage Group;

in each case as set out, until the first Compliance Certificate is delivered, in the list provided to the Agent pursuant to paragraph (5)(f) of Part A of Schedule 2 (Conditions precedent) and thereafter as calculated by reference to the latest annual consolidated financial statements of the Group delivered by the Company to the Agent pursuant to Clause 19.1 (Financial statements) and as updated from time to time in each Compliance Certificate.

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

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(a)           (subject to paragraph (c) below) 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;

(b)           if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)           if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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

Moody’s means ▇▇▇▇▇’▇ Investors Service Inc.

M-Real Trade Receivables means the trade receivables owed to Sappi Europe SA from time to time.

Negotiation Period means the period which is the earliest to expire of:

(a)           one Month from the date on which the Borrower is notified by the Agent that any Lender who participates in any Loans is obliged to prepay the OeKB Refinancing;

(b)           one Month from the date on which the Borrower becomes aware that any Promissory Note issued in connection with the OeKB Refinancing and/or the aval (Wechselbürgschaft) provided by the Republic of Austria in connection with any Promissory Note will prematurely cease to be in full force and effect; and

(c)           the period from the relevant date until the date falling one Business Day prior to the date on which the relevant Lenders are obliged to prepay the OeKB Refinancing.

Net Debt has the meaning given to that term in Clause 20.2 (Financial definitions).

New Financings means this Facility, the RCF Facility and the Bonds.

Non-Obligor Chargor means any Group Company which is not an Obligor but which has created Transaction Security.

Obligor means the Borrower or a Guarantor.

Obligor’s Agent means Sappi International SA (SISA), a company incorporated and existing under the laws of Belgium.

OeKB means Oesterreichische Kontrollbank AG.

OeKB Refinancing means the method by which the Lenders, following the issue of Promissory Notes, will refinance their respective participations in any Loan (subject to Clause 7.3 (OeKB Requirement)).

OeKB Financing Rate means with regard to Interest Periods

(a)           ending on or before 31 December 2010, 3.60 per cent per annum; and

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(b)           ending after 31 December 2010, the floating interest rate per annum of the export financing scheme operated by OeKB (including the applicable liquidity costs – Aufschlag) determined and published by OeKB from time to time for the relevant period.

Original Financial Statements means (i) the audited consolidated financial statements of each Obligor other than Sappi Maastricht BV, Sappi Nijmegen BV, Sappi Deutschland Holding GmbH, Sappi Netherlands BV, S.D. ▇▇▇▇▇▇ Company and Sappi Cloquet LLC for their respective Financial Years ended in September 2008 or December 2008 as applicable; (ii) the unaudited unconsolidated management accounts of Sappi Maastricht BV, Sappi Nijmegen BV, Sappi Deutschland Holding GmbH and Sappi Netherlands BV and the unaudited consolidated management accounts of S.D. ▇▇▇▇▇▇ Company for their respective Financial Years ended in September or December 2008 as applicable; and (iii) the unaudited consolidated interim report of each of the Company and the Borrower for the period of three months ending on 28 June 2009 in the case of the Company and 29 March 2009 in the case of the Borrower.

Original Obligor means the Borrower or an Original Guarantor.

Outstandings means the aggregate amount from time to time of each of the Loans.

Paper Business means, any one or more of the following businesses:

(a)           the production, manufacture, distribution, supply, sale, purchase and trading in respect of paper (including but not limited to fine paper, coated and uncoated wood-free paper, packaging paper, publication paper and newsprint);

(b)           pulp (including all chemical or other manufacturing processes relating to pulp);

(c)           wood products (including all initial processes, manufacturing or otherwise relating to paper, pulp and paper pulp) and the growing of timber supplies; and

(d)           chemical cellulose.

Participating Member State means any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union.

Party means a party to this Agreement and includes its successors in title, permitted assigns and permitted transferees.

Permitted ▇▇▇▇▇▇ Disposal means a Disposal of any of the ▇▇▇▇▇▇ mill and related real estate and equipment pursuant to the property option contained in the master business and share sale and purchase agreement dated 29 September 2008 between, amongst others, M-Real Corporation and the Company.

Permitted Lereko Disposal means a Disposal of any of real estate in South Africa to the Lereko Property Company or one of its Affiliates in accordance with the terms of an amended and restated joint ownership agreement between, amongst others, the Company and the Lereko Property Company (Proprietary) Limited existing on the date of this Agreement and provided that the aggregate value of all such Disposals does not exceed Euro 35,000,000 (or its equivalent in any currency or currencies).

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Permitted SMF Plantation Disposal means a Disposal of any of the plantations owned by Sappi Manufacturing or any of its Subsidiaries or Usutu Pulp Co Ltd, provided that:

(a)           the disposal is on arm’s length terms and for fair market value;

(b)           the Disposal Proceeds in respect of such Disposal are applied in prepayment of Financial Indebtedness in accordance with Clause 7.6 (Disposal Proceeds); and

(c)           no Event of Default is continuing at the date of the Disposal.

Promissory Notes means the promissory notes issued by the Lenders, and to the extent applicable, accepted by the Borrower, in the form prescribed by OeKB in an amount equal to the aggregate of the Total Commitments, avalised (versehen mit einer Wechselbürgschaft) by the Republic of Austria, which – for avoidance of doubt – does not constitute Security for the Lenders under this Agreement.

PwC Report means a report prepared by PricewaterhouseCoopers and dated 4 August 2009 relating to the assumptions in connection with the Base Case Model and addressed to, and/or capable of being relied upon by, the Finance Parties.

Qualifying Lender has the meaning given to it in Clause 12 (Tax gross-up and indemnities).

Quarter means each period of approximately three months ending on a Quarter Date.

Quarter Date means the Company’s quarterly accounting date on or around the end of any March, June, September or December.

Rating means the credit ratings assigned as follows:

(a)           the rating assigned by Standard & Poor’s to the Group’s long-term senior secured debt; and

(b)

(i)            while Moody’s do not assign a credit rating to the Group, the rating assigned by Moody’s to the Borrower’s long-term senior secured debt (benefiting from the guarantee given by Sappi Limited); or

(ii)           while Moody’s assign a credit rating to the Group, the rating assigned by Moody’s to the Company’s long-term senior secured debt not credit enhanced.

RCF Facility means an up to Euro 209,000,000 revolving credit facility to be made available to the Borrower and others pursuant to a credit agreement to be dated on or before the Signing Date, made between, amongst others, the Borrower, the Original Borrowers (as defined therein), the Original Guarantors (as referred to therein) and the Lenders (as referred to therein).

RCF Lenders means the lenders under the RCF Facility.

Receiver means under the applicable insolvency law a receiver or preliminary receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

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Reference Banks means the principal offices in Brussels of the Mandated Lead Arrangers or such other banks as may be appointed by the Agent in consultation with the Obligors’ Agent.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or the investment adviser of the first fund.

Relevant Interbank Market means in relation to Euro, the European interbank market and, in relation to any other currency, the London interbank market.

Relevant Period has the meaning ascribed to that term in Clause 20.2 (Financial definitions).

Repayment Date means 30 April 2014.

Repayment Instalment has the meaning given to that term in Clause 6.1 (Repayment of Loans).

Repayment Instalment Date means each due date of a Repayment Instalment pursuant to Clause 6.1 (Repayment of Loans).

Repeating Representations means each of the representations set out in Clauses 18.1 (Status) to 18.6 (Governing law and enforcement) inclusive, Clause 18.9 (No Default), paragraph (e) of Clause 18.10 (No misleading information), Clause 18.11(e)(ii) (Financial Statements), Clause 18.13 (Business Authorisations), Clause 18.14 (Pari passu ranking), Clause 18.21 (Centre of main interests and establishments), Clause 18.26 (Representations relating to Guarantee by Austrian Guarantors), Clause 18.27 (Representation relating to the Borrower), Clause 18.28 (Good title to assets) and Clause 18.30 (No immunity in any legal process).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Required Accessions means the accession of the relevant Original Guarantors to the relevant Existing Finance Documents as set out in Schedule 13 (Required Accessions and Consents).

Required Amendments means the amendments required to the relevant Existing Finance Documents as set out in Schedule 12 (Required Amendments).

Required Consents means the consents required under the Existing Finance Documents in order to permit the entry into and performance of the Finance Documents and the Transaction Security as set out in Schedule 13 (Required Accessions and Consents).

Required Transfers means the transfers by ▇▇▇▇▇▇▇ as set out in Schedule 14 (Required Transfers).

Reservations means the principle that remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under applicable limitations acts, defences of set-off or counterclaim and similar principles, rights and defences under the laws of any foreign jurisdictions in which relevant obligations may have to be performed, and any qualifications relating to matters of law contained in or referred to in the legal opinions to be

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delivered to the Agent pursuant to paragraph 3 of Part A of Schedule 2 (Conditions Precedent) or paragraph 14 or 18 of Part B of Schedule 2 (Conditions Precedent).

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

Sappi Manufacturing means Sappi Manufacturing (Pty) Ltd.

Sappi Manufacturing Group means Sappi Manufacturing and its Subsidiaries for the time being and Sappi Manufacturing Group Company means any one of the same.

Sappi Manufacturing Group Indebtedness means Financial Indebtedness incurred by Sappi Manufacturing Group Companies.

SARB Approvals means any authorisation consent, approval, resolution, licence, exemption, filings, registration or clearance from the South African Reserve Bank in respect of the approvals required in connection with the New Financings and the Finance Documents (including the South African Security Documents) including, without limitation, the approvals set out in paragraph 5(i) of Part A of Schedule 2 (Conditions Precedent).

Screen Rate means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent and the Lenders.

Secured Obligations has the meaning given to that term in the Intercreditor Agreement.

Secured Parties means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

Security means a mortgage, charge, pledge, security assignment, security transfer, lien, or any other security interest securing any obligation of any person or any other agreement or arrangement having the effect of giving security or preferential ranking to a creditor.

Senior Creditor has the meaning given to that term in the Intercreditor Agreement.

Signing Date means the date of signing of the Amending Agreement.

SISA means Sappi International SA.

South African Obligor means an Obligor incorporated in South Africa.

South African Security Documents means each of the South African security documents listed in Part F of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

Specified Time means a time determined in accordance with Schedule 11 (Timetables).

Standard & Poors or S&P means Standard & Poor’s Rating Service.

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Subsidiary means in relation to any company or corporation, a company or corporation:

(a)                                 which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)                                 more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)                                  which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

Super Majority Lenders means:

(a)                                 until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 90 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, and there are no Loans then outstanding, aggregated more than 90 per cent. of the Total Commitments immediately prior to that reduction); or

(b)                                 at any other time, a Lender or Lenders whose participations in the Facility then outstanding aggregate more than 90 per cent. of the Facility then outstanding,

provided, however, that solely for the purpose of the calculations pursuant to paragraphs (a) and (b) above, the Total Commitments and the aggregate Commitments of UniCredit Bank Austria AG and its successors and assignees, or the aggregate participations of UniCredit Bank Austria AG and its successors and assignees in the Facility then outstanding, as the case may be, shall be reduced by an amount so that Super Majority Lenders cannot be achieved without

(i)                                    the Commitments of an Original Lender, when aggregated with the Commitments of its successors and assignees; or

(ii)                                 the aggregate participations of an Original Lender and its successors and assignees in the Facility then outstanding,

in respect of which Original Lender a Commitment of EUR 40,000,000 or more is set opposite its name under the heading Commitment in Part B of Schedule 1 (The Original Parties).

Swiss Security Documents means each of the Swiss security documents listed in Part H of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

Syndication Date means the date of the Close of Syndication as defined in the Mandate Letter.

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

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TARGET Day means any day on which TARGET2 is open for the settlement of payments in Euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and Taxes shall be construed accordingly.

Tax Deduction has the meaning given to it in Clause 12 (Tax gross-up and indemnities).

Third Party Disposal means the disposal of an Obligor to a person which is not a Group Company where that disposal is permitted under Clause 21.8 (Disposals) and the Company has confirmed this is the case.

Total Commitments means the aggregate of the Commitments, being Euro 400,085,124.80 at the date of this Agreement.

Transaction Security means any Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

Transaction Security Documents means each of the Austrian Security Documents, the Belgian Security Documents, the Dutch Security Documents, the English Security Document, the Finnish Security Documents, the German Security Documents, the South African Security Documents, the Swiss Security Documents, the US Security Documents, any document required to be delivered under paragraph 15 of Part B of Schedule 2 (Conditions Precedent), together with any other document entered into by an Obligor creating or expressed to create any security over all or any part of its assets in respect of the Secured Obligations of any Obligor under the Finance Documents.

Transfer Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Obligors’ Agent.

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

(a)                                 the proposed Transfer Date specified in the Transfer Certificate; and

(b)                                 the date on which the Agent executes the Transfer Certificate.

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Treaty Lender has the meaning given to that term in Clause 12 (Tax Gross Up and Indemnities).

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

URG means the Austrian Business Reorganisation Act (Unternehmensre-organisationsgesetz).

US Guarantors means a Guarantor organized under the laws of any state of the United States of America or the District of Columbia.

US Security Documents means each of the US security documents listed in Part G of Schedule 15 (Transaction Security Documents) in each case securing the Secured Obligations.

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Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

VAT means value added tax as provided for in the Value Added Tax Act 1994, the German Value Added Tax Act (Umsatzsteuergesetz), the Belgian VAT Code of 3 July 1969 (as amended and supplemented from time to time), the Netherlands Value Added Tax Act 1968 (Wet opde Omzetbelasting 1968) and any other tax of a similar nature.

Vendor Loan Notes means the Euro 220,000,000 vendor loan notes issued by the Borrower in connection with the Company’s acquisition of certain assets from M-Real Corporation issued pursuant to the Vendor Loan Notes Instrument.

Vendor Loan Notes Instrument means the instrument constituting guaranteed and unsecured loan notes due 2009 dated 31 December 2008 between, amongst others, the Borrower, the Company, certain subsidiaries of the Company listed in it as guarantors and M-Real Corporation as original noteholder.

1.2          Construction

(a)                                 Any reference in this Agreement to:

(i)                                     the Agent, the Mandated Lead Arrangers, any Finance Party, any Lender, any Obligor, any Secured Party, the Security Agent, any Party, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)                                  a document in agreed form is a document which is agreed in writing by or on behalf of the Obligors’ Agent and the Agent;

(iii)                               assets includes present and future properties, revenues and rights of every description;

(iv)                                the equivalent in any currency (the first currency) of any amount in another currency (the second currency) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

(v)                                   the European interbank market means the interbank market for Euro operating in Participating Member States;

(vi)                                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;

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(vii)                             guarantee means (other than in Clause 17 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, 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;

(viii)                          indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)                                a Lender’s participation, in relation to: a Loan, means the amount of such Loan that is owed to such Lender or, as the case may be, the amount of such Loan that such Lender is obliged to make available;

(x)                                   a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(xi)                                a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, being a regulation or the like with which the persons to whom it is addressed customarily comply in the ordinary course of their business) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xii)                             a provision of law is a reference to that provision as amended or re-enacted;

(xiii)                          unless a contrary indication appears, a time of day is a reference to Vienna time;

(b)                                 where there is reference in this Agreement to any amount, limit or threshold specified in Euro, in ascertaining whether or not that amount, limit or threshold has been attained, broken or achieved, as the case may be, a non-Euro amount shall be counted on the basis of the equivalent in Euro of that amount.

(c)                                  Section, Clause and Schedule headings are for ease of reference only.

(d)                                 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.

(e)                                 A Default is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been remedied or waived unless it is one of the Events of Default listed below, in which case it is continuing if it has not been waived (whether or not it is subsequently remedied). The Events of Default referred to above means any circumstance constituting an Event of Default under:

(i)                                     Clause 22.1 (Non-payment);

(ii)                                  Clause 22.2 (Financial covenants and other obligations);

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(iii)                               Clause 22.3 (Other obligations) arising as a result of a breach of Clause 21.7 (Negative pledge), Clause 21.8 (Disposals), 21.16 (Acquisitions and Joint Ventures) or Clause 21.22 (Dividend restriction);

(iv)                                Clause 22.6 (Insolvency);

(v)                                   Clause 22.7 (Insolvency Proceedings);

(vi)                                Clause 22.8 (Creditors’ process);

(vii)                             Clause 22.9 (Obligor ceasing to be a subsidiary of the Company);

(viii)                          Clause 22.10 (Unlawfulness);

(ix)                                Clause 22.11 (Repudiation);

(x)                                   Clause 22.14 (Cessation of business); or

(xi)                                Clause 22.15 (Audit qualification).

1.3          Currency symbols and definitions

EUR and Euro means the single currency unit of the Participating Member States.

1.4          Dutch Terms

In this Agreement, where it relates to a Dutch Guarantor, a reference to:

(a)                                 a necessary action to authorise, where applicable, includes without limitation:

(i)                                     any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

(ii)                                  obtaining unconditional positive advice (advies) from each competent works council;

(b)                                 a winding-up, administration or dissolution includes a Dutch Guarantor being:

(i)                                     declared bankrupt (failliet verklaard);

(ii)                                  dissolved (ontbonden);

(c)                                  a moratorium includes surseance van betaling and voorlopige surseance van betaling and granted a moratorium includes surseance van betaling verleend and voorlopige surceance van betaling verleend;

(d)                                 a liquidator includes a curator and a bewindvoerder; and

(e)                                 an attachment includes a beslag.

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1.5          Intercreditor Agreement

This Agreement is subject to the Intercreditor Agreement.  In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

2.             THE FACILITY

2.1          The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower an amortising term loan facility in an aggregate amount of Euro 400,085,124.80.

2.2          Finance Parties’ rights and obligations

(a)                                 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.

(b)                                 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

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

2.3          Increase

(a)                                 The Borrower may by giving prior notice to the Agent by no later than the date falling 15 Business Days after the effective date of a cancellation of the Available Commitments of a Defaulting Lender in accordance with Clause 7.10 (Right of Cancellation of a Defaulting Lender) or the Commitments of a Lender in accordance with Clause 7.1 (Illegality), request that the Total Commitments be increased in an aggregate amount of up to the amount of the Available Commitments or Commitments so cancelled as follows (the Request):

(i)                                     the increased Commitments may be assumed by one or more Lenders or other banks or financial institutions (each an Increase Lender) selected by the Company (each of which shall not be an Affiliate or a Group Company) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Total Commitments which it is to assume, as if it had been an Original Lender;

(ii)                                  each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iii)                               each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase

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Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv)                                the Commitments of the other Lenders shall continue in full force and effect; and

(v)                                   any increase in the Total Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)                                 An increase in the Total Commitments will only be effective on:

(i)                                     the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)                                  in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)                                 the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement;

(B)                                receipt by the Agent of a written confirmation from OeKB (in form and substance satisfactory to the Agent) that ▇▇▇▇ agrees to the Increase Lender becoming a Lender; and

(C)                               the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Total Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Obligors’ Agent and the Increase Lender.

(c)                                  Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)                                 Unless the Agent otherwise agrees with the Obligors’ Agent or the increase in the Total Commitments is assumed by an existing Lender, the Borrower shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of EUR 1,500 and the Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate, in connection with any increase in Commitments under this Clause 2.3.

(e)                                 The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a Fee Letter.

(f)                                     Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i)                                     an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

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(ii)                                  the New Lender were references to that Increase Lender; and

(iii)                               a re-transfer and re-assignment were references to respectively a transfer and assignment.

(g)                                 For the avoidance of doubt, nothing in this Clause shall oblige any Lender hereunder to assume any increased Commitments.

2.4          Obligors’ Agent

(a)                                 Each Obligor (other than SISA) by its execution of this Agreement or an Accession Letter irrevocably appoints SISA to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)                                     SISA on its behalf to supply and to receive all information concerning itself contemplated by this Agreement to or from the Finance Parties and to give and to receive all notices and instructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession Letter, and to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)                                  each Finance Party to receive from and to give any notice, demand or other communication from or to that Obligor pursuant to the Finance Documents to SISA,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)                                 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

(c)                                  With respect to this Clause 2.4, to the extent legally possible, the Obligors’ Agent shall be released from the restrictions of self-dealing set forth in Section 181 of the German Civil Code and all other limitations as concerns self-dealing on its own account or on behalf of another person.

2.5          Acts of SISA

(a)                                 The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(i)                                     any actual or purported irregularity in any act done, or failure to act, by ▇▇▇▇;

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(ii)                                  SISA acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(iii)                               any actual or purported failure by, or inability of, ▇▇▇▇ to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b)                                 In the event of any conflict between any notices or other communications of SISA and those of any other Obligor, those of SISA shall prevail.

3.             PURPOSE

The Borrower shall apply all amounts borrowed by it under the Facility for the refinancing of the Intercompany Financings and any costs and expenses incurred in connection with the entering into the Finance Documents.

3.1          Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.             CONDITIONS OF UTILISATION

4.1          Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Obligors’ Agent and the Lenders promptly upon being so satisfied.

4.2          Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)                                 no Default is continuing or would result from the proposed Loan; and

(b)                                 the Repeating Representations to be made by each Obligor are true in all material respects.

4.3          Maximum number of Loans

(a)                                 The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than three Loans would be outstanding.

(b)                                 The Borrower may not request that a Loan be divided if, as a result of the proposed division, three or more Loans would be outstanding.

5.             UTILISATION

5.1          Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

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5.2          Completion of a Utilisation Request

(a)                                 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

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

(ii)                                  the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii)                               the proposed Interest Period complies with Clause 9 (Interest Periods).

(b)                                 Only one Loan may be requested in each Utilisation Request.

5.3          Currency and amount

(a)                                 The currency specified in a Utilisation Request must be Euro.

(b)                                 The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of Euro 25,000,000 or, if less, the Available Facility, and an integral multiple of Euro 5,000,000.

5.4          Lenders’ participation

(a)                                 If the conditions set out in this Agreement have been met and subject to Clause 6 (Repayment), each Lender shall make its participation in each Loan available to the Agent for the account of the Borrower through its Facility Office.

(b)                                 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 the making of the Loan.

(c)                                  The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

5.5          Cancellation of Commitment

The Commitments which, at the time, are unutilised shall be immediately cancelled at the end of the Availability Period.

6.             REPAYMENT

6.1          Repayment of Loans

(a)                                 The Borrower shall repay the Loans on each date specified in Column (A) below in an amount so that as of such date in aggregate no Loans in excess of the amount specified opposite such date in Column (B) below are outstanding:

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(each such repayment instalment a Repayment Instalment).

(b)                                 All Loans shall be repaid in full (together with all amounts owing and due to the Finance Parties, whether for accrued or unpaid interest, fees or other amounts) on the Repayment Date.

6.2          Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7.             PREPAYMENT AND CANCELLATION

7.1          Illegality

If, at any time after the date of this Agreement, it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Loan:

(a)                                 that ▇▇▇▇▇▇ shall promptly notify the Agent upon becoming aware of that event;

(b)                                 upon the Agent notifying the Obligors’ Agent, the Commitment of that Lender will be immediately cancelled; and

(c)                                  the Borrower shall repay that ▇▇▇▇▇▇’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Obligors’ Agent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2          South Africa

If at any time there is any amendment, repeal, revocation, termination or expiration hereinafter of any SARB Approval which in the case of an amendment only, is or could reasonably be expected to be materially prejudicial to the interests of the Finance Parties:

(a)                                 the Borrower shall promptly notify the Agent upon becoming aware of such event;

(b)                                 the Lenders shall not be obliged to fund a relevant Utilisation; and

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(c)                                  if the Majority Lenders so require, the Agent shall cancel the Commitments and all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents shall become immediately due and payable.

7.3          OeKB Refinancing

If the Borrower is notified by the Agent that a Lender who participates in any Loan is obliged to prepay the OeKB Refinancing or the Borrower becomes aware that any Promissory Note issued in connection with the OeKB Refinancing and/or the aval (Wechselbürgschaft) provided by the Republic of Austria in connection with any Promissory Note will prematurely cease to be in full force and effect, then the Borrower and the relevant Lender shall negotiate in good faith for a period of not less than the Negotiation Period with a view to agreeing an alternative interest rate based on EURIBOR to apply to the relevant Loans. If no such agreement is reached with the relevant Lender during the Negotiation Period, the Borrower must as soon as practicable upon the expiry of the Negotiation Period and in any event no later than one Business Day prior to the date on which such Lender is obliged to prepay the OeKB Refinancing, prepay that Le▇▇▇▇’s participation in the relevant Loans.

7.4          Intercompany Financings

If the aggregate outstanding amount of the Intercompany Financings is lower than the Outstandings, the Borrower shall prepay the difference amount. The Borrower shall notify the Agent at each Quarter Date of the amount, if any, of such difference amount and shall prepay an amount equal to such difference within 30 Business Days from a respective request by the Agent. The Agent may also demand prepayment of an amount equal to such difference determined on the basis the Borrower’s most recent financial statements delivered pursuant to Clause 19.1 (Financial statements).

7.5          Exit

(a)                                 For the purposes of this Clause 7.5:

(i)                                     associated person means, in relation to any person, a person who is acting in concert (as defined in The City Code on Takeover and Mergers) with that person or is a person connected (as interpreted in accordance with section 839 of the Income and Corporation Taxes Act 1988) with that person; the respective English law provisions are attached to this Agreement as Schedule 17 (English Law Provisions); and

(ii)                                  a Change of Control shall occur if on any date a person (whether alone or together with any associated person or persons acting in concert) becomes the beneficial owner of shares in the issued share capital of the Company carrying the right to exercise, or control the exercise of, more than 35 per cent. of the maximum number of votes exercisable at a general meeting of the Company.

(b)                                 Upon the occurrence of:

(i)                                     a Change of Control; or

(ii)                                  the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

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the Facility will be cancelled and all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

7.6          Disposal Proceeds

(a)                                 For the purposes of this Clause 7.6:

Disposal Proceeds means the aggregate amount of any proceeds arising in a Financial Year in excess of Euro 10,000,000 received in cash by any Group Company (including any amount received in repayment of intercompany debt) for any Disposal made by any Group Company except for Excluded Disposal Proceeds and after deducting:

(i)                                     any reasonable expenses which are incurred by any Group Company with respect to that Disposal to persons who are not a Group Company; and

(ii)                                  any Tax incurred and required to be paid by any Group Company in connection with that Disposal (as reasonably determined by any Group Company, on the basis of existing rates and taking account of any available credit, deduction or allowance actually utilised by the relevant Group Company).

Excluded Disposal Proceeds means:

(i)                                     the proceeds of any Disposal referred to in paragraphs (i) through (xii) of paragraph (a) of Clause 21.8 (Disposals);

(ii)                                  the proceeds of any Disposal which are contractually committed to be re-invested in assets of any Group Company within 6 months of receipt and actually re-invested in the assets of any member of the Group within 12 months of receipt; or

(iii)                               the proceeds of any Disposal which do not exceed Euro 1,000,000.

(b)

(i)                                     If, at the time of any Disposal there are Disposal Proceeds, the Company shall, or shall procure that the Borrower shall apply the Disposal Proceeds towards a prepayment and in the order contemplated in paragraph (b) (ii) below PROVIDED THAT:

(A)                                 the Net Debt to EBITDA as referred to in paragraph (b) of Clause 20 (Financial Covenants) (the Leverage Ratio) calculated in accordance with sub-paragraphs (B) and (C) below) is greater than 4.0:1;

(B)                                for the purposes of this Clause, the Leverage Ratio shall be the Leverage Ratio specified in the most recent Compliance Certificate (the Most Recent Compliance Certificate) supplied pursuant to paragraph (a) of Clause 19.2 (Compliance Certificate) and subject to paragraph (C) below, calculated on a pro forma basis by adjusting that Leverage Ratio to take into account any prepayment made or to be made under this paragraph (b)(i) since the Most Recent Compliance Certificate and any EBITDA attributable to any asset

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which is subject to the current Disposal or which has been the subject of a Disposal by a Group Company, in each case since the last day of the Relevant Period to which the Most Recent Compliance Certificate relates; and

(C)                               an adjustment shall only be made to the Leverage Ratio specified in the Most Recent Compliance Certificate in respect of EBITDA attributable to an asset subject to a Disposal to the extent that a certificate of the Auditors verifying the calculation of such adjustments is delivered to the Agent.

(ii)                                  Subject to paragraph (c) below, any prepayment to be made under paragraph (b)(i) above shall be applied to prepay first, amounts outstanding under any of the Existing Finance Documents provided the maturity date in respect of the same is no later than 31 December 2012, and second, in or towards prepayment of Loans and loans under the RCF Facility and a corresponding cancellation of Commitments and commitments under the RCF Facility (on a pro rata basis) until such time as there are no Loans or loans under the RCF Facility outstanding, subject always to Clause 13 (Proceeds of Disposal) of the Intercreditor Agreement, until an amount has been prepaid such that the Leverage Ratio calculated on a proforma basis as described in (B) above is no greater than 4.0:1.

(c)                                  To the extent that the Disposal Proceeds referred to in paragraph (b)(i) above arise from the Disposal of assets in the Republic of South Africa, the Company may by giving no less than ten (10) days notice to the Agent use such Disposal Proceeds to prepay Financial Indebtedness arising under South African debt facilities notwithstanding the date on which such Financial Indebtedness arose or its date of maturity.

(d)                                 To the extent an application of the Disposal Proceeds in accordance with paragraph (b) above results in a prepayment of the Facility or the RCF Facility, the Borrower shall prepay the Loans (or loans under the RCF Facility) promptly upon receipt of the Disposal Proceeds by the respective Group Company.

7.7          Voluntary cancellation

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of Euro 25,000,000 and in integral multiples of Euro 5,000,000) of the Available Facility. Any cancellation under this Clause 7.7 shall reduce the Commitments of the Lenders rateably.

7.8          Voluntary prepayment of Loans

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of Euro 5,000,000), provided that any such prepayment may only be made after the last day of the Availability Period (or, if earlier, after the day on which the Available Facility is zero) and shall be applied to the obligations under Clause 6.1 (Repayment of Loans) in the inverse order of maturity or as otherwise approved in writing by OeKB.

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7.9          Right of repayment and cancellation in relation to a single Lender

(a)                                 If:

(i)                                     any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or

(ii)                                  any Lender claims indemnification from an Obligor under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Le▇▇▇▇’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

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

(c)                                  On the last day of each Interest Period in respect of a Loan outstanding under the Facility in respect of which the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Le▇▇▇▇’s participation in that Loan.

(d)                                 The Borrower may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Le▇▇▇▇’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.7 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e)                                 The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)                                     the Borrower shall have no right to replace the Agent or the Security Agent;

(ii)                                  neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii)                               in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

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7.10        Right of Cancellation of a Defaulting Lender

(a)                                 If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender constitutes a Defaulting Lender, give the Agent 15 Business Days’ notice of cancellation of the Available Commitment of that Lender.

(b)                                 Once notice referred to in paragraph (a) above becomes effective, the Available Commitment of the Defaulting Lender shall be immediately reduced to zero.

(c)                                  The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above notify all the Lenders.

7.11        Restrictions

(a)                                 Any notice of cancellation or prepayment given by any Party under this Clause 7 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.

(b)                                 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.

(c)                                  The Borrower may not reborrow any part of the Facility which is prepaid.

(d)                                 The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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

(f)                                     If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Obligors’ Agent or the affected Lender, as appropriate.

(g)                                 If all or part of a Loan is repaid or prepaid, an amount of the Commitments equal to the amount repaid or prepaid will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

(h)                                 Subject to paragraph (j) below, if it is unlawful for the Borrower to (or procure a Group Company to) make a prepayment under Clause 7.6 (Disposal Proceeds) and for such proceeds to be so applied, the Borrower shall (and shall procure that each Group Company shall) use all reasonable endeavours to overcome the prohibition to enable the relevant prepayment to be made.  If, subject always to the requirement for each Obligor using all reasonable endeavours to overcome the prohibition it continues to be unlawful to make a prepayment under Clause 7.6 (Disposal Proceeds), then such prepayment will not be required to be made until such time as the prohibition no longer applies, at which time the relevant Group Company will immediately apply such amount in prepayment of the relevant facilities in accordance with the other provisions of this Clause 7.

(i)                                     The provisions of paragraph (h) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent

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amount where the use of such cash would not be materially prejudicial to the overall Group liquidity.

(j)                                     Prior to the Disposal of any assets located in The Republic of South Africa where proceeds are required to be prepaid in accordance with Clause 7.6 (Disposal Proceeds), the Company shall be required to certify 10 Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 7.6 (Disposal Proceeds) and deliver evidence to the Agent that such application shall not be unlawful.  To the extent that such application of projected Disposal Proceeds is unlawful, the Company shall not be entitled to dispose of the assets referred to in this paragraph (j) without the prior written consent of the Majority Lenders.  If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (h) and (i) above shall apply.  This paragraph (j) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 7.6 (Disposal Proceeds), provided that such prepayment is in accordance with the terms of Clause 7.6 (Disposal Proceeds).

8.             INTEREST

8.1          Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)                                 Margin;

(b)                                 the OeKB Financing Rate; and

(c)                                  Mandatory Cost, if any.

8.2          Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

8.3          Default interest

(a)                                 If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate 2.00 per cent. higher than the rate determined pursuant to Clause 8.1 (Calculation of Interest), provided that if the OeKB Refinancing is not extended correspondingly at an interest rate equal to or lower than the then prevailing OeKB Financing Rate, the OeKB Financing Rate shall be replaced by the higher of

(i)                                     the applicable EURIBOR for the relevant Interest Period as specified by the Agent plus 2 per cent per annum; and

(ii)                                  the rate notified to the Agent by a Lender as soon as practicable after the due date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding or maintaining its participation in that Loan from whatever source it may reasonably select,