Dated 10 July 2012 SAPPI PAPIER HOLDING GMBH UNICREDIT BANK AUSTRIA AG as Mandated Lead Arranger with UNICREDIT BANK AUSTRIA AG acting as Agent

EXHIBIT 4.25

Dated 10 July 2012

SAPPI PAPIER HOLDING GMBH

UNICREDIT BANK AUSTRIA AG
as Mandated Lead Arranger

with

UNICREDIT BANK AUSTRIA AG
acting as Agent

CONTENTS

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II

THIS AGREEMENT is dated 10 July 2012 and made

BETWEEN:

(1)           SAPPI LIMITED a company incorporated under the laws of the Republic of South Africa (the Company);

(2)           SAPPI PAPIER HOLDING GMBH, a limited liability company incorporated under the laws of the Republic of Austria (the Borrower);

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

(4)           UNICREDIT BANK AUSTRIA AG as mandated lead arranger (the Mandated Lead Arranger);

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

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

together the Parties.

IT IS AGREED as follows:

1.             DEFINITIONS AND INTERPRETATION

1.1          Definitions

In this Agreement:

2009 Bonds means the 2009 Bonds as to be defined in the Side Letter.

2009 Bonds Indenture means the 2009 Bonds Indenture as to be defined in the Side Letter.

2011 Bonds means the 2011 Bonds as to be defined in the Side Letter.

2011 Bonds Indentures means the 2011 Bonds Indentures as to be defined in the Side Letter.

2011 Security Documents means each of the documents to be listed in Part I of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

2012 Bonds means the 2012 Bonds as to be defined in the Side Letter.

2012 Bonds Indentures means the 2012 Bonds Indentures as to be defined in the Side Letter.

2012 Security Documents means each of the documents to be listed in Part J of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

Acceptable Bank means 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 or

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Fitch or A1 or higher by ▇▇▇▇▇’▇ or a comparable rating from an internationally recognised credit ratings agency.

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

Additional Cost Rate has the meaning given to it in Schedule 4 (Mandatory 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 and, for the purpose of Clause 23 (Changes to the Lenders) and Clause 36 (Confidentiality) only, in relation to Raiffeisen Bank International AG, also any of its direct or indirect shareholders and their respective Subsidiaries.

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

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

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

Assignment and Transfer Fee means EUR 2,500.

Auditors means Deloitte & Touche.

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

Austrian Lender means a Lender that has its seat (Sitz), place of management (Geschäftsleitung) or a permanent establishment (Betriebsstätte) 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 to be listed in Part A of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

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

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

Availability Period means the period from and including the Signing Date to and including the date falling sixty (60) days from the Signing Date, but in any case ending on (and including) 30 September 2012.

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Available Commitment means a Lender’s Commitment minus:

(a)           the amount of its participation in the Loan; and

(b)           in relation to the proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date other than that Lender’s participation in the Loan that is due to be repaid, prepaid or, as the case may be, expire on or before the proposed Utilisation Date.

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

BACS means Bankers’ Automated Clearing Services.

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

Belgian Security Documents means each of the Belgian security documents to be listed in Part B of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

Board means the Board of Governors of the Federal Reserve System of the US.

Break Costs means

(a)           as long as and to the extent a Lender’s participation in the Loan is funded by OeKB, the amount (if any) which is payable by that Lender to OeKB in connection with the prepayment of the Loan; or

(b)           in any other case, the amount (if any) by which:

(i)            the interest (other than the Margin and any Mandatory Cost) which a Lender would have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(ii)           the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Vienna and which is a TARGET Day and in relation to any date for payment or purchase of a currency other than Euro the principal financial centre of that currency.

Change of Control has the meaning ascribed to such term in paragraph (a)(ii) of Clause 7.4 (Exit).

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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 Conditional Security.

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 Lenders) provided that the amount shall be reduced pro rata if on the day of the proposed Utilisation the EUR equivalent of USD 170,000,000 (calculated at the Agent’s Spot Rate of Exchange acceptable to OeKB and rounded to the next lowest multiple of 1,000,000) is less than EUR 142,000,000, and the amount of any other Commitment transferred to it under this Agreement; and

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

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).

Conditional Security means the Conditional Security as to be defined in the Side Letter.

Conditional Security Documents means the Conditional Security Documents as to be defined in the Side Letter.

Conditional Security Release has the meaning given to it in Clause 24.6 (Conditional Security Release).

Conditional Security Reservations means the Conditional Security Reservations as to be defined in the Side Letter.

Confidential Information means all information relating to the Borrower, 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

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(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 Borrower 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.

Defaulting Lender means any Lender:

(a)           which has failed to make its participation in the Loan available or has notified the Agent that it will not make its participation in the Loan available by the Utilisation Date of the 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 five (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.

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:

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(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 to be listed in Part C of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

Economic Sanctions Law means any economic or financial sanctions administered by OFAC, the US

State Department, any other agency of the US government, the United Nations, the European Union or any member state of the European Union.

English Security Document means the English security document to be listed in Part H of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case 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 currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of 11.00 am on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan, subject to a floor of 0% per annum.

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 Southern Africa Group Company;

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(b)           the Borrower;

(c)           a Subsidiary of the Borrower; or

(d)           Sappi Holding GmbH.

Existing Financings means the Existing Facility, the 2009 Bonds, the 2011 Bonds and the 2012 Bonds.

Existing Finance Documents means any existing finance documents to be listed in Schedule 3 (Existing Subsidiary External Indebtedness) of the Side Letter.

Existing Facility means the Existing Facility to be defined in the Side Letter.

Existing Security means any existing security to be listed in Schedule 2 (Existing Security and Guarantees) of the Side Letter.

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

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

FATCA means:

(a)           sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations;

(b)           any intergovernmental agreement relating to sections 1471 to 1474 of the US Internal Revenue Code of 1986 and any related implementing legislation or regulations; or

(c)           any agreement relating to paragraph (a) or (b) of this definition with the Internal Revenue Service of the US, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Deduction means a deduction or withholding from (or other payment to a governmental or taxation authority related to) a payment under a Finance Document pursuant to FATCA.

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

Finance Document means this Agreement, the Side Letter, any Fee Letter, any Compliance Certificate, the Utilisation Request, any Accession Letter, any Resignation Letter and the Mandate Letter and any other document designated as a Finance Document by the Agent and the Borrower and following an Intercreditor Agreement Accession, in addition the Intercreditor Agreement and the Conditional Security Documents (as well as any document in connection with the Conditional Security Documents).

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

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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 as at the Signing Date 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 one hundred and twenty (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 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.

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Finnish Security Documents means each of the Finnish security documents to be listed in Part D of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

Fitch means Fitch Ratings Ltd.

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 to be listed in Part E of Schedule 5 (Conditional Security Documents) of the Side Letter, 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 Rating means any of:

(a)           the long term “Corporate Family Rating” assigned by ▇▇▇▇▇’▇ to the Group;

(b)           the long term “Corporate Credit Rating” assigned by Standard & Poor’s to the Group; or

(c)           the long term “Issuer Default Rating” assigned by Fitch to the Group’s long-term senior unsecured non-credit enhanced debt obligations.

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 21.20 (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 five (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.

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

(a)           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;

(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

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

(f)            has submitted an application for the opening of supervisory proceedings (Geschäftsaufsichtsverfahren) pursuant to section 83 et seqq. Austrian Banking Act or such proceedings are otherwise opened or commenced, or a similar or related measure is taken in relation to or by a competent regulator in any other jurisdiction;

(g)           has a resolution passed for its winding-up, official management, placing under business rescue 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, business rescue practitioner, trustee (Treuhänder), 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 thirty (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;

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).

Intercreditor Agreement means the Intercreditor Agreement as to be defined in the Side Letter.

Intercreditor Agreement Accession means the accession by the Lenders and the Agent to the Intercreditor Agreement as Pari Passu Lenders (as defined in the Intercreditor Agreement) following the occurrence of a Security Trigger Event in accordance with Clause 21.27 (Conditional Security).

Interest Period means, in relation to the 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).

IO means the Austrian Insolvency Act (Insolvenzordnung-IO), Austrian law gazette 1914/337, as amended from time to time.

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.

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Lender means:

(a)           any Original Lender; and

(b)           any bank or financial institution 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.

Leverage Ratio means the ratio of Net Debt to EBITDA.

LMA means the Loan Market Association.

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

Loan Rating means the credit rating assigned to the Facility by any of ▇▇▇▇▇’▇, Standard & Poor’s or Fitch.

Majority Lenders means:

(a)           until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, the outstanding part of the Loan, aggregated more than 662/3 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 662/3 per cent. of the Facility then outstanding.

Mandate Letter means the letter dated 27 April 2012 addressed by the Mandated Lead Arranger 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 2.75 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:

(a)           if the Rating last published (and not withdrawn) before the Quotation Day for that Interest Period of two of ▇▇▇▇▇’▇, Fitch and Standard & Poor’s (pursuant to Clause 21.21 (Ratings)) 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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(b)           in the event that there is a difference in the Rating assigned (i) pursuant to Clause 21.21(a)(i) (Ratings), by Standard and Poor’s and Moody’s or (ii) pursuant to Clause 21.21(a)(ii) (Ratings), by Standard and Poor’s or Moody’s and Fitch, the applicable Margin shall be determined by reference to the mean of the rate per annum assigned to each of the two Ratings;

(c)           in the event that only one Group Rating and/or Loan Rating has been assigned by Moody’s, Standard and Poor’s or Fitch, then the corresponding Margin in Column B in the table above shall apply based on, to the extent a Group Rating has been assigned, the Group Rating or, to the extent a Group Rating has not been assigned, the Loan Rating; and

(d)           in the event that none of Moody’s, Standard and Poor’s or Fitch have assigned either a Group Rating or Loan Rating, then the parties shall enter into negotiations in good faith for a period of no more than thirty (30) days from the date neither a Group Rating or Loan Rating is assigned with a view to agreeing the applicable Margin. Until such time as (A) the parties agree an applicable Margin or (B) at least one of Moody’s, Standard and Poor’s or Fitch assigns a Group or Loan Rating, a Margin corresponding with a Rating of B+/B1 or lower in the table above shall apply.

Margin Stock means “margin stock” within the meaning of Regulation U of the Board.

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,

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in each case as set out, until the first Compliance Certificate is delivered, in the list provided to the Agent pursuant to paragraph 4(d) 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 Borrower 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:

(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 (1) Month or the last Month of any period.

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

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

(a)           one (1) Month from the date on which the Borrower is notified by the Agent that any Lender who participates in the Loan is obliged to prepay the OeKB Funding;

(b)           one (1) Month from the date on which the Borrower becomes aware that any Promissory Note issued in connection with the OeKB Funding or the OeKB Guarantee in connection with the OeKB Funding 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 Funding.

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

Non-Obligor Chargor means any Group Company which is not an Obligor but which has created or will create Conditional Security which has not been released in accordance with Clause 24.6 (Conditional Security Release).

Obligor means the Borrower or a Guarantor.

Obligors’ Agent means SISA.

OeKB means the Oesterreichische Kontrollbank AG, a stock corporation incorporated under the laws of Austria with its registered Office at ▇▇ ▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and the register number FN 85749b.

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OeKB Financing Rate means the surcharge on 3 three months OeKB EUR Rate, as determined by the OeKB from time to time and which OeKB applies under the export financing scheme (Exportfinanzierungsverfahren).

OeKB Funding means the method by which the Lenders, following the issue of Promissory Notes, will fund their respective participations in the Facility Loan (subject to Clause 7.3 (OeKB Funding)).

OeKB Guarantee means the risk assumption (Haftungsübernahme) of OeKB, for a maximum of 20% of the Total Commitments.

OeKB EUR Rate means the floating interest rate per annum under the export financing scheme (Exportfinanzierungsverfahren) of OeKB, as determined by OeKB from time to time for the relevant period.

OFAC means the Office of Foreign Assets Control of the US Department of the Treasury.

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 2011; (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 2011 as applicable; and (iii) the unaudited consolidated interim report of each of the Company and the Borrower for the period of three months ending 1 April 2012 in the case of the Company and 1 April 2012 in the case of the Borrower.

Original Obligor means the Borrower or an Original Guarantor.

Outstandings means the amount of the Loan, from time to time.

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 Lereko Disposal means a Disposal of any of real estate in South Africa to the Lereko Property Company (Proprietary) Limited or one of its Affiliates in accordance with

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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 EUR 35,000,000 (or its equivalent in another currency or currencies).

Permitted SMF Plantation Disposal means a Disposal of any of the plantations owned by Sappi Southern Africa 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 7.5 (Disposal Proceeds ); and

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

Promissory Notes means the promissory notes issued by OeKB 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 (the Promissory Notes for avoidance of doubt do not constitute Security under this Agreement).

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

Qualifying Subsidiary means any Group Company (other than a Sappi Southern Africa Group Company and PE Paper Escrow GmbH) which has:

(a)           earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in Clause 20 (Financial Covenants)) representing 7.5 per cent. or more of the consolidated EBITDA (as defined in Clause 20 (Financial Covenants)) of the Group; or

(b)           gross assets representing 7.5 per cent. or more of the consolidated gross assets of the Group,

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.

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.

Quotation Day means in relation to any period for which an interest rate is to be determined two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

Rating means the credit ratings assigned as follows:

(a)           while at least two of ▇▇▇▇▇’▇, Standard & Poor’s and Fitch assign a Loan Rating, the Loan Rating assigned to it pursuant to Clause 21.21 (Ratings); or

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(b)           while at least two of ▇▇▇▇▇’▇, Standard & Poor’s and Fitch do not assign a Loan Rating, the Group Rating assigned to it pursuant to Clause 21.21 (Ratings).

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.

Reference Banks means the principal office of UniCredit Bank Austria AG, Erste Group Bank AG, Raiffeisen Bank International AG and Citibank, N.A. London branch or such other banks as may be appointed by the Agent in consultation with the Borrower.

Release Conditions means each of the following conditions:

(a)           the Group Rating assigned by Standard and Poor’s or, to the extent Standard and Poor’s is replaced by Fitch pursuant to Clause 21.21 (Ratings), assigned by Fitch is and has been BB+ or better for at least onehundredeighty (180) continuous days prior to the date of the confirmation provided by the Company under Clause 25.8 (Conditional Security Release) provided that the relevant Group Rating must be assigned a stable outlook;

(b)           the Group Rating assigned by ▇▇▇▇▇’▇ is and has been Ba1 or better or, to the extent ▇▇▇▇▇’▇ is replaced by Fitch pursuant to Clause 21.21 (Ratings), assigned by Fitch is and has been BB+ or better for at least onehundredeighty (180) continuous days prior to the date of the confirmation provided by the Company under Clause 25.8 (Conditional Security Release) provided that the relevant Group Rating must be assigned a stable outlook;

(c)           the Borrower has provided evidence satisfactory to the Agent (acting on the instructions of all the Lenders) that:

(i)            all Secured Obligations (other than in respect of those that arise under the Facility) have been repaid and cancelled in full and all such Senior Secured Parties in respect of such Secured Obligations have irrevocably authorised the Security Agent in writing to release the Conditional Security; or

(ii)           all Senior Secured Parties in respect of the Secured Obligations (other than in respect of those that arise under the Facility) have irrevocably authorised the Security Agent in writing to release the Conditional Security and all unsecured and unsubordinated claims of such Senior Secured Parties against the Obligors under the relevant Senior Finance Documents immediately following the Conditional Security Release will rank pari passu with the claims of the Finance Parties under the Facility;

(d)           no Default or Event of Default (i) has occurred or is continuing or (ii) will or is reasonably likely to result from the Conditional Security Release; and

(e)           the Leverage Ratio for the last two most recent Relevant Periods was equal to or less than 2.00:1 as certified by the two most recently delivered Compliance Certificates.

Relevant Interbank Market means the Vienna interbank market.

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

Repayment Date means each date set out in paragraph (a) of Clause 6.1 (Repayment of Loan)

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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 18.13 (Business Authorisations), Clause 18.14 (Pari passu ranking), Clause 18.22 (Centre of main interests and establishments), Clause 18.27 (Representations relating to Guarantee by Austrian Guarantors), Clause 18.33 (Economic Sanctions), Clause 18.29 (Good title to assets) and Clause 18.33 (No immunity in any legal process).

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

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, fraudulent transfers and other laws generally affecting the rights of creditors, public policy, general principles of equity, 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 jurisdiction 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 delivered to the Agent pursuant to paragraph 3 of Part A of Schedule 2 (Conditions Precedent to Initial Utilisation) or paragraph 15 of Part B of Schedule 2 (Conditions Precedent required to be delivered by an Additional Guarantor).

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

Sanctioned Person means any person, organization or vessel (i) designated on the OFAC list of Specially Designated Nationals and Blocked Persons, or on any list of targeted persons issued under the Economic Sanctions Law of any other country, (ii) that is, or is part of, a government of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located within or operating from a Sanctioned Territory, or (v) otherwise targeted under any Economic Sanctions Law.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law, which countries, as of 1 March 2012, include Burma (Myanmar), Cuba, Iran, Sudan and Syria.

Sappi Southern Africa means Sappi Southern Africa (Proprietary) Ltd.

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

Sappi Southern Africa Group Indebtedness means Financial Indebtedness incurred by the Sappi Southern Africa Group Companies excluding any receivables securitisation programme in place with a Sappi Southern Africa Group Company prior to the Signing Date which does not appear on the balance sheet (prepared in accordance with GAAP) of such Sappi Southern Africa Group Company provided that such securitisation programme (or any renewal or rollover of that programme) shall be included in this definition to the extent such Financial Indebtedness shall appear on the balance sheet of such Sappi Southern Africa Group Company at any time after the Signing Date other than solely as a result of a change in GAAP or accounting treatment.

SARB Approvals means the SARB Approval as to be defined in the Side Letter.

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Screen Rate means the British Bankers Association Interest Settlement Rate 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 Borrower and the Lenders.

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

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.

Security Agent means the security agent as referred to in the Intercreditor Agreement and the Conditional Security Agreements.

Security Trigger Event means each of the following:

(a)           the Group Rating assigned by Standard & Poor’s or Moody’s (or Fitch, if either Standard & Poor’s or ▇▇▇▇▇’▇ is replaced by Fitch in accordance with Clause 21.21 (Ratings)) is B+/B1 or lower (a Rating Downgrade Event); or

(b)           neither Moody’s nor Standard and Poor’s have assigned a Group Rating or such Group Rating ceases to be available (a No Rating Event); or

(c)           an Event of Default (for the avoidance of doubt, including but not limited to an Event of Default pursuant to Clause 22.3 (Other obligations) in connection with Clause 21.7 (Negative pledge)) has occurred and is continuing (an Event of Default Event).

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

Senior Finance Document has the meaning given to “Finance Document” in the Intercreditor Agreement.

Senior Secured Parties has the meaning given to “Secured Parties” in the Intercreditor Agreement.

Side Letter means a side letter to this Agreement to be agreed and concluded between the Parties after the Signing Date and as amended from time to time.

Signing Date means the date of this Agreement.

SISA means Sappi International SA, a company incorporated and existing under the laws of Belgium.

South African Security Documents means each of the South African security documents to be listed in Part F of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

Specified Time means 10.00 am three (3) Business Days before the proposed date of utilisation.

Stamp Duty Guidelines means the stamp duty guidelines set out in Schedule 9 (Stamp Duty Guidelines).

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Stamp Duty Sensitive Document means (i) any original of the Side Letter and any Stamp Duty Sensitive Document as defined in the Side Letter, and any other document designated as Stamp Duty Sensitive Document by the Agent and the Borrower (ii) any signed document (including email, PDF, TIF and other comparable formats) that constitutes a deed (Urkunde) within the meaning of § 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), whether documenting or confirming the entering into of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the meaning of § 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax authorities), including, without limitation, any notarised copy, any certified copy and any written minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, the Side Letter and any Stamp Duty Sensitive Document as defined in the Side Letter, and any other document designated as Stamp Duty Sensitive Document by the Agent and the Borrower.

Standard & Poor’s means Standard & Poor’s Rating Service.

State means a State in the US.

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, the outstanding part of the Loan, 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.

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.

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.

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Tax Deduction has the meaning given to it in Clause 12 (Tax Gross-Up and Indemnities).

Termination Date means the 30 June 2017.

Third Party Disposal has the meaning given to that term in Clause 24.4 (Resignation of a Guarantor).

Total Commitments means the aggregate of the Commitments, being the lower of (i) the EUR equivalent of USD 170,000,000 on the day of the proposed Utilisation (calculated at the Agent’s Spot Rate of Exchange acceptable to OeKB and rounded to the next lowest multiple of 1,000,000) and (ii) EUR 142,000,000.

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

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

(a)           the proposed Transfer Date specified in the Transfer Certificate or the Austrian Transfer Certificate, as the case may be; and

(b)           the date on which the Agent executes the Transfer Certificate or receives the Austrian Transfer Certificate and the Assignment and Transfer Fee, as the case may be.

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 (Unternehmensreorganisationsgesetz), Austrian law gazette 1997/114, as amended from time to time.

US and United States means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

US Group means SDW Holding Corporation and its Subsidiaries from time to time and US Group Company means any of them.

US Guarantor means a Guarantor incorporated, formed or organized under the laws of any State, the District of Columbia or the US.

US Intercompany Loan means the term loan agreement made as of 10 July 2012 between S.D. ▇▇▇▇▇▇ Company, a Pennsylvania corporation doing business as Sappi Fine Paper North America, having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ U.S.A., as borrower and the Borrower in the amount of USD 170,000,000.

US Security Documents means each of the US security documents to be listed in Part G of Schedule 5 (Conditional Security Documents) of the Side Letter, in each case securing the Secured Obligations.

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Utilisation means the utilisation of the Facility.

Utilisation Date means the date of the Utilisation, being the date on which the 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 Austrian Value Added Tax ▇▇▇ ▇▇▇▇ (Umsatzsteuergesetz 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 op de Omzetbelasting 1968) or any other value added tax as provided for in European Council Directive 2006/112/EC (or as implemented by a member state of the European Union) and any other tax of a similar nature.

1.2          Construction

(a)           Any reference in this Agreement to:

(i)            the Agent, the Mandated Lead Arranger, any Finance Party, any Lender, any Obligor, 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 Company 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 Vienna 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, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(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

22

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 the 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 (Treuhand) 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;

(xiv)        for the purposes of Clause 12.5 (Stamp Taxes) and Schedule 9 (Stamp Duty Guidelines), written shall mean that what is “written” was translated into letters (Buchstaben) that are or can be made visible on a physical or electronic device of whatever type and format, including paper and screen, and, accordingly, communication, documents or notices being in writing shall include not only paper-form (letter or fax) communication, documents or notices but also electronic communication, documents or notices, including by way of e-mail; and

(xv)         for the purposes of Clause 12.5 (Stamp Taxes) and Schedule 9 (Stamp Duty Guidelines), signed communication, documents or notices refers to written communication, documents or notices that carry a manuscript, digital or electronic or other technically reproduced signature, and signature shall be construed accordingly.

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

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

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(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);

(iii)          Clause 22.3 (Other obligations) arising as a result of a breach of Clause 21.7 (Negative pledge), Clause 21.8 (Disposals), 21.17 (Acquisitions and Joint Ventures) or Clause 21.23 (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

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

(b)           Dollars, USD and US$ means the lawful currency of the United States of America.

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:

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(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.

1.5          Belgian Terms

In this Agreement, where it relates to a Belgian entity, a reference to:

(a)           gross negligence means zware ▇▇▇▇/faute grave;

(b)           wilful misconduct means opzet/intention;

(c)           a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes a curator/curateur, verefferaar/liquidateur, voorlopig bewindvoerder/adminstrateur provisoire, commissaris inzake opschorting/commissaire au sursis, mandataris ad hoc / mandataire ad hoc and sekwester/séquestre;

(d)           a security includes a mortgage (hypotheek/hypothèque), a pledge (pand/nantissement), a privilege (voorrecht/privilège), a retention of title (eigendomsvoorbehoud/réserve de propriété), a real surety (zakelijke zekerheid/sûreté réelle), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre de garantie) and a promise or mandate to create any of the security interest mentioned above;

(e)           a moratorium, composition, assignment or similar arrangement with any creditor means gerechtelijke reorganisatie/réorganisation judiciaire and minnelijk akkoord met alle schuldeisers/accord amiable avec tous les créanciers;

(f)            an insolvency includes gerechtelijke reorganisatie/réorganisation judiciaire, faillissement/faillite and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

(g)           a winding up, liquidation, administration or dissolution means vereffening/liquidation (vrijwillig of niet vrijwillig / volontaire ou involontaire), ontbinding/dissolution, faillissement/faillite and sluiting van een onderneming/fermeture d’enterprise;

(h)           an attachment, sequestration, distress, execution or analogous events means uitvoerend beslag/saisie exécutoire and bewarend beslag/saisie conservatoire;

(i)            guarantee means, only for the purpose of the guarantee granted by a Guarantor incorporated in Belgium pursuant to Clause 17 (Guarantee and indemnity), an independent guarantee and not a surety (borg/cautionnement); and

(j)            an Obligor being incorporated in Belgium or of which its jurisdiction of incorporation is Belgium, means that such Obligor has its habitual residence (within the meaning of the Belgian Law of 16 July 2004 on the conflicts of law code) in Belgium.

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1.6          Intercreditor Agreement

As of the date of the Intercreditor Agreement Accession, this Agreement is subject to the Intercreditor Agreement and in the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail. The Finance Parties confirm that they are aware of the provisions of the Intercreditor Agreement and that they have received a copy thereof.

2.             THE FACILITY

2.1          The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a EUR term loan facility in an aggregate amount of EUR 142,000,000.

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          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.

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(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 2.3, each other Obligor hereby relieves the Obligor’s Agent from the restrictions pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Obligor. An Obligor which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Obligor’s Agent accordingly.

2.4          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 SISA;

(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, SISA 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

3.1                               Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards the refinancing of the US Intercompany Loan that has been advanced to S.D. ▇▇▇▇▇▇ Company for certain capital expenditure and working capital requirements of S.D. ▇▇▇▇▇▇ Company for the conversion of its Cloquet pulp production to chemical cellulose.

3.2          Monitoring

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

4.                                      CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent to Initial

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Utilisation) in form and substance satisfactory to the Agent.  The Agent shall notify the Company 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 and correct in all material respects.

4.3          Maximum number of Loans

The Borrower may only deliver one Utilisation Request for the Loan.

5.             UTILISATION

5.1          Delivery of the Utilisation Request

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

5.2          Completion of the Utilisation Request

(a)           The 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 the Utilisation Request.

5.3          Currency and amount

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

(b)           The amount of the proposed Loan must be an amount which is not more than the Available Facility and the Total Commitments and which is a minimum of EUR 100,000,000.

(c)           If on the date of the proposed Utilisation the amount of the proposed Loan as requested in the Utilisation Request would exceed the Total Commitments it shall be regarded to have been proposed in the amount of the Total Commitments.

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5.4          Lenders’ participation

(a)           If the conditions set out in this Agreement have been met, 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 the 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 the Loan and the amount of its participation in the Loan 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 or on the date of the first Utilisation, whichever occurs earlier.

6.                                      REPAYMENT

6.1                               Repayment of Loan

(a)                                 The Borrower shall repay the Loan in annual instalments by repaying on each Repayment Date an amount which reduces the outstanding aggregate Loan by a percentage as set out in the table below:

(b)                                 The Loan 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 Termination Date.

6.2                               Reborrowing

The Borrower shall 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 the Loan:

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

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

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

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

(c)           unless notified by the Borrower within five (5) days of any amendment, repeal, revocation, termination or expiration that such amendment, repeal, revocation, termination or expiration has been remedied, if the Majority Lenders so require, the Agent shall cancel the Commitments and the outstanding part of the Loan, together with accrued interest and all other amounts accrued under the Finance Documents shall become immediately due and payable.

7.3          OeKB Funding

If the Borrower (or the Company) is notified by the Agent that a Lender is obliged to prepay the OeKB Funding or the Borrower becomes aware that any Promissory Note issued in connection with the OeKB Funding or the OeKB Guarantee issued in connection with the OeKB Funding 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 Loan. If no such agreement is reached with the relevant Lender during the Negotiation Period, the Borrower (or the Company) must as soon as practicable upon the expiry of the Negotiation Period and in any event no later than 1 (one) Business Day prior to the date on which such Lender is obliged to prepay the OeKB Funding, prepay that Lender’s participation in the Loan. For the avoidance of doubt, any such payment shall not be subject to Clause 27 (Sharing among the Lenders).

7.4          Exit

(a)           For the purposes of this Clause 7.4:

(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; 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

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cent. of the maximum number of votes exercisable at a general meeting of the Company.

(b)           Within three (3) days of the occurrence of a Change of Control, the Company will promptly notify the Agent in writing of such occurrence.

(c)           Upon the occurrence of a Change of Control, on the date falling ten (10) days after receipt of written notice from a Lender to the Borrower, that Lender’s Commitments shall be cancelled and the relevant participation of the Lender in the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents to that Lender, shall become immediately due and payable.

(d)           Upon the occurrence of the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions, on the date falling ten (10) days after receipt of written notice from a Lender to the Borrower, that Lender’s Commitments shall be cancelled and the relevant participation of the Lender in the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents to that Lender, shall become immediately due and payable.

7.5          Disposal Proceeds

(a)           For the purposes of this Clause 7.5:

Disposal Proceeds means the aggregate amount of any proceeds arising in a Financial Year in excess of EUR 40,000,000 (or its equivalent in any other currency) 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), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (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;

(iii)          the proceeds of any Disposal which pursuant to the terms and conditions of the 2009 Bonds Indenture, the 2011 Bonds Indenture or the 2012 Bonds Indenture are not permitted to be applied to a prepayment to be made under paragraph (b)(i) below; or

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(iv)          the proceeds of any Disposal which do not exceed EUR 1,000,000 (or its equivalent in another currency or currencies).

(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 21 (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 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, second, in or towards prepayment of loans under the Existing Facility and a corresponding cancellation of commitments under the Existing Facility until such time as there are no loans under the Existing Facility outstanding and, thirdly, in or towards prepayment of the Loan until such time as the Loan ceases to be outstanding, subject (on or following the date of the Intercreditor Agreement Accession) 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) 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, unless the Company makes an election under paragraph (e) below, the Company shall (and shall procure

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that the Borrower shall) prepay the Loan promptly upon receipt of the Disposal Proceeds.

(e)                                  Subject to paragraph (f) below, the Company may elect that any prepayment under this Clause be applied in prepayment of the Loan on the last day of the Interest Period relating to the Loan. If the Company makes that election then the proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

(f)                                   If the Company has made an election under paragraph (e) above but an Event of Default has occurred and is continuing, that election shall no longer apply and the proportion of the Loan (or loan under the Existing Facility) in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

7.6          Outstanding amounts under 2009 Bonds

If, on the date falling six months prior to the maturity of the 2009 Bonds, EUR 250,000,000 (or its equivalent in any other currency) or more remains outstanding under those 2009 Bonds, on the date falling ten (10) days after receipt of written notice from a Lender to the Borrower, that Lender’s Commitment shall be cancelled and the outstanding part of the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents to that Lender, shall become immediately due and payable.

7.7          Voluntary cancellation

The Company may, if it gives the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of EUR 25,000,000 and in integral multiples of EUR 5,000,000) of the Available Facility at any time during the Availability Period. Any cancellation under this Clause 7.6 shall reduce the Commitments of the Lenders rateably.

7.8          Voluntary prepayment of the Loan

(a)           The Borrower may, if it gives the Agent not less than thirty (30) Business Days’ (or such shorter period as the Majority Lenders may agree in consultation with OeKB) prior notice, prepay the whole or any part of the Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of EUR 5,000,000).

(b)           The Loan (or any part of the Loan in compliance with in (a) above) may only be prepaid after the last day of the Availability Period (or, if earlier, after the day on which the Available Facility is zero).

(c)           Any prepayment under paragraph (a) of this Clause 7.8 shall satisfy the obligations under clause 6.1 (Repayment of the Loan) and shall be applied to the obligations under Clause 6.1 (Repayment of the Loan) in the order of maturity or as otherwise approved in writing by OeKB.

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

(a)           If:

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(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 because of a FATCA Deduction; or

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

the Company 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 Lender’s participation in the Loan 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 the outstanding part of the Loan under the Facility in respect of which the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Borrower shall repay that Lender’s participation in the outstanding part of the Loan.

(d)           The Company may, in the circumstances set out in paragraph (a) above, on fifteen (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 Company 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 Lender’s participation in the outstanding part of the Loan 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 Company shall have no right to replace the Agent;

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

(iii)          the Agent has received written confirmation from OeKB (in form and substance satisfactory to the Agent) that OeKB agrees that the relevant Lender is replaced under paragraph (d) above;

(iv)          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; and

(v)           the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all

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necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

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 fifteen (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)           Any part of the Facility which is repaid or prepaid shall not be reborrowed.

(d)           The Borrower shall not repay or prepay all or any part of the Loan 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 Borrower or the affected Lender, as appropriate.

(g)           Subject to paragraph (i) below, if it is unlawful for the Borrower to (or procure a Group Company to) make a prepayment under Clause 7.5 (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 7.5 (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.

(h)           The provisions of paragraph (g) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to the overall Group liquidity.

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(i)            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 7.5 (Disposal Proceeds), the Company shall be required to certify ten (10) Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 7.5 (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 (i) without the prior written consent of the Majority Lenders. If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (g) and (h) above shall apply. This paragraph (i) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 7.5 (Disposal Proceeds) above provided that such prepayment is in accordance with the terms of Clause 7.5 (Disposal Proceeds).

8.             INTEREST

8.1          Calculation of interest

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

(a)           Margin;

(b)           OeKB EUR Rate;

(c)           OeKB Financing Rate; and

(d)           Mandatory Cost, if any.

8.2          Payment of interest

The Borrower shall pay accrued interest on the 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 1.00 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a loan under the terms and conditions set out in this Agreement for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

(b)           Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

(c)           Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

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8.4                               Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement (including the OeKB EUR Rate, the OeKB Financing Rate and the applicable Margin).

9.                                      INTEREST PERIODS

9.1                               Interest Periods

The Interest Periods applicable to the Loan shall be periods of three months, provided that:

(a)                                 the first Interest Period shall start on its Utilisation Date and shall end on 30 September 2012;

(b)                                subject to (c) below, each other Interest Period shall end on each 31 March, 30 June, 30 September and 31 December of each calendar year; and

(c)                                  in any event, the last Interest Period shall end on 30 June 2017.

9.2                               Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.                               CHANGES TO THE CALCULATION OF INTEREST

10.1                        Market disruption

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

(i)                                     the Margin;

(ii)                                  subject to Clause 10.2 (Alternative basis of interest or funding), the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender as certified by it with a copy to the Agent and the Borrower of funding its participation in the Loan from whatever source it may reasonably select; and

(iii)                               the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)                                 In this Agreement, Market Disruption Event means:

(i)                                     at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant Interest Period; or

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(ii)                                  before close of business in Vienna on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed 35 per cent. of the Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of EURIBOR.

10.2        Alternative basis of interest or funding

(a)                                 If a Market Disruption Event occurs and the Agent or the Borrower or the Company so requires, the Agent and the Borrower or the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)                                 Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower or the Company, be binding on all Parties.

10.3        Break Costs

(a)                                 The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or an Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or an Unpaid Sum.

(b)                                 Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. Break Costs of OeKB are payable by the Borrower directly to OeKB. The Borrower authorises the Agent to debit its account held with the Agent for the full amount of the break costs as requested by OeKB.

11.          FEES

11.1        Commitment fee

(a)                                 Subject to this Clause 11.1, the Borrower shall pay to the Agent (for the account of each Lender) a fee computed at a percentage rate per annum on a day to day basis on that Lender’s Available Commitment for the Availability Period equal to 40 per cent. of the applicable Margin (determined in accordance with paragraph (b) below), which would apply to the Loan.

(b)                                 The accrued commitment fee is payable in arrears from the Signing Date and on the last day of each successive period of three (3) Months which ends during the Availability Period, on the last day of the Availability Period and on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective for the period up to the date of cancellation.

(c)                                  No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

11.2        Arrangement and Upfront fee

The Borrower shall pay to the Mandated Lead Arranger an arrangement fee and an upfront fee in the amount and at the time agreed in a Fee Letter.

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11.3        OeKB Administration fee

(a)                                 The Borrower shall pay an administration fee (Wechselbürgschaftentgelt) directly to OeKB. Subject to any other determination made by OeKB (in respect of the calculation basis, the applicable rate, the due dates or otherwise), the administration fee amounts to (i) 0.4 per cent. per annum on the amount of the Total Commitments guaranteed by the OeKB Guarantee and (i) 0.2 per cent. on the amount of the Total Commitments not guaranteed by the OeKB Guarantee.

(b)                                 The administration fee is calculated in advance based on the Outstandings at the beginning of each calendar quarter and is payable in respect of each commenced calendar quarter on the first day of each such calendar quarter.

11.4        Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.          TAX GROSS UP AND INDEMNITIES

12.1        Definitions

(a)                                 In this Agreement:

Finance Company means a finance company within the meaning of article 105 1°c) of the Belgian Royal Decree implementing the Belgian Income Tax Code, as amended from time to time.

New Qualifying Lender means a Lender who becomes a Qualifying Lender after SISA loses the tax status of a Finance Company.

Non-Treaty Protected Party means a Protected Party that was a Treaty Lender on the date that it became a Party to this Agreement but which has ceased to be a Treaty Lender as a result of any change after that date in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant tax authority.

Original Qualifying Lender means a Lender who is a Qualifying Lender prior to SISA losing the tax status of a Finance Company.

Protected Party means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender means a Lender which is (on the date a payment falls due) beneficially entitled to that payment without a Tax Deduction (subject to the completion of any necessary procedural formalities).

Tax Credit means a credit against, relief or remission for, or repayment of, any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

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Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

Treaty Lender means a Finance Party which is treated as a resident of a Treaty State for the purposes of an applicable Treaty.

Treaty State means a jurisdiction having a double taxation agreement with the Republic of Austria, or, if the interest payments are being made by an Obligor resident in another state, with the state of residence of such Obligor which provides for full exemption from tax on interest (as defined in that double taxation agreement) in the Republic of Austria or, if the interest payments are being made by an Obligor resident in another state, with the state of residence of such Obligor, irrespective of whether the receivable on which such interest is paid is directly or indirectly secured by real estate or other assets qualifying as immovable held by the relevant Obligor (such double taxation agreement being an applicable Treaty).

(b)                                 In this Clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2        Tax gross-up

(a)                                 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)                                 An Obligor or a Lender shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. If the Agent receives such notification from a Lender it shall notify the relevant Obligor.

(c)                                 Subject to Clause 12.8 (Exemptions from gross up), if a Tax Deduction is required by law or by a decision of a competent taxing authority to be made by an Obligor in one of the circumstances set out in paragraph (d) below, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)                                 The circumstances referred to in paragraph (c) above are:

(i)                                     where a person entitled to receive the payment is the Agent or the Mandated Lead Arranger (on their own behalf); or

(ii)                                  where a person entitled to receive the payment is a Lender which is a Qualifying Lender in respect of which the completion of procedural formalities is required before the relevant Obligor can make payments thereto without a Tax Deduction but such procedural formalities have not been completed other than as a result of the failure of the Lender to comply with its obligations under paragraph (g) below (unless such failure results from a failure by any Obligor to comply with any of its obligations under paragraph (g) below or Clause 12.7 (Filings)); or

(iii)                               where a person entitled to receive the payment is a Lender which would have been a Qualifying Lender but for any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law or

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double taxation agreement or any published practice or published concession of any relevant tax authority; or

(iv)                              where a person entitled to receive the payment is a Lender which would have been a Qualifying Lender but for any change after the date of this Agreement in the position, status or circumstances of any Obligor (including, without limitation, a change in the place or places in which an Obligor is treated as resident for Tax purposes); or

(v)                                 where (a) SISA for any reason loses the tax status of a Finance Company, including where the status for Finance Companies or the exemption from the requirement to make a Tax Deduction on interest payments made by Finance Companies is abolished and (b) in each case, where no replacement giving equivalent tax status (including exemption from the requirement to make a Tax Deduction) (an Equivalent Tax Status) exists and is applied and continues to be applied to SISA or no other exemption from the requirement to make a Tax Deduction (a Tax Exemption) may be applied and continues to be applied to SISA, and, as a result of such circumstances, a Lender has ceased to be a Qualifying Lender to the extent that this altered status results from such circumstances. For the avoidance of doubt, this paragraph (d)(v) of Clause 12.2 applies in each of the following circumstances:

(A)                               with respect to an Original Qualifying Lender, where SISA for any reason loses (1) the tax status of a Finance Company and/or (2) its Equivalent Tax Status or Tax Exemption, and, in each case, there is no subsequent Equivalent Tax Status or Tax Exemption that may be applied and continues to be applied to SISA, and as a result of such circumstances, that Lender has ceased to be a Qualifying Lender; and

(B)                               with respect to a New Qualifying Lender, where SISA for any reason loses its Equivalent Tax Status or Tax Exemption, and there is no subsequent Equivalent Tax Status or Tax Exemption that may be applied and continues to be applied to SISA, and as a result of such circumstances, that Lender has ceased to be a Qualifying Lender.

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

(f)                                   Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment in respect of which the Tax Deduction is required evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant tax authority.

(g)                                  A Qualifying Lender and each Obligor which makes a payment to which that Qualifying Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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12.3        Tax indemnity

(a)                                 Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (other than Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz)) by that Protected Party in respect of a Finance Document.

(b)                                 Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay to a Non-Treaty Protected Party an amount equal to the loss, liability or cost which that Non-Treaty Protected Party determines will be or has been (directly or indirectly) suffered by it for, on account of or in relation to, Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz), and shall also pay to that Non-Treaty Protected Party such additional amount as that Non-Treaty Protected Party determines will leave it (after full payment under this paragraph (b)) in the same after-Tax position as it would have been had no such loss, liability or cost been suffered.

(c)                                  Paragraphs (a) and (b) above shall not apply:

(i)                                     with respect to any Tax assessed on a Finance Party:

(A)                               under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)                               under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)                                  to the extent a loss, liability or cost:

(A)                               is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B)                               would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because none of the circumstances in paragraph (d) of Clause 12.2 (Tax gross-up) existed or applied or because Clause 12.8 (Exemptions from gross up) applied.

(d)                                 A Protected Party making, or intending to make, a claim pursuant to paragraph (a) or (b) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(e)                                  A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

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12.4        Tax Credit

(a)                                 If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i)                                     a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(ii)                                  that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party reasonable determines to place it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

(b)                                 If a Finance Party makes any payment to an Obligor pursuant to paragraph (a) above and such Finance Party subsequently determines that the Tax Credit in respect of which such payment was made was not available or has been withdrawn or that it was unable to use such Tax Credit in full, the Obligor shall reimburse that Finance Party such amount (being an amount paid by the Finance Party to the Obligor pursuant to paragraph (a) above) as the Finance Party reasonable determines is necessary to place it (after the payment) in the same after-Tax position as it would have been in if such Tax Credit had been obtained and fully used and retained by such Finance Party.

12.5        Stamp Taxes

(a)                                 The Borrower shall pay and, within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, Existing Finance Document or other document which relates to any Finance Document, Existing Finance Document or any transaction contemplated by, or referenced in, any Finance Document or Existing Finance Document, provided, however, that the Borrower shall not be so liable to pay and indemnify a Finance Party in respect of any cost, loss or liability that a Finance Party so incurs in relation to the Finance Documents to the extent that such cost, loss or liability results from that Finance Party’s grossly negligent (▇▇▇▇ fahrlässig) or wilful (vorsätzlich) breach of its obligations under paragraph (b) below and, provided further that with respect to any Existing Finance Document or any other document which relates to any Existing Finance Document, the Borrower shall indemnify each Finance Party against any cost, loss or liability incurred in relation to Austrian stamp duty only. A Finance Party which is a party to an Existing Finance Document may only claim under this paragraph (a) with respect to any Austrian stamp duty payable by it in respect of that Existing Finance Document or any other document which relates to that Existing Finance Document to the extent that such Existing Finance Document or other document makes no provision for the indemnification of that Finance Party in respect of such amounts.

(b)                                 No Party shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:

(i)                                     it does not cause a liability of a Party to pay stamp duty or other Tax in Austria;

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(ii)                                  a Party wishes to enforce any of its rights under or in connection with a Finance Document in Austria and is only able to do so (including, without limitation, by reason of any objection or defence raised by an Obligor in any form of proceedings in Austria) by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that Party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document for the purposes of such enforcement; in furtherance of the foregoing, no Party shall (1) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (2) if such Party is a party to the proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or

(iii)                               a Party is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, Austria.

12.6        Value added tax

(a)                                 All consideration payable under a Finance Document by an Obligor to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is or becomes chargeable on any supply made by any Finance Party to an Obligor under a Finance Document, that Obligor shall pay to the Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to that Obligor).

(b)                                 If VAT is or becomes chargeable on any supply made by a Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

(c)                                  Where a Finance Document requires an Obligor to reimburse or indemnify a Finance Party for any costs or expenses, that Obligor shall also at the same time reimburse or indemnify (as the case may be) that Finance Party for and against all VAT incurred by that Finance Party in respect of the costs or expenses save to the extent that such Finance Party reasonably determines that it is entitled to repayment or credit in respect of the VAT from the relevant tax authority.

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(d)                                 Where a Finance Party has an option available to it under applicable VAT law whether or not to subject a supply to VAT, it shall not subject the supply to VAT without a prior written consent of the recipient of such supply.

(e)                                  Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the relevant grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by a member state of the European Union)).

12.7        Filings

In circumstances where an Obligor is required (or would in the absence of any such filing be required) to make a Tax Deduction, such Obligor and each relevant Finance Party shall make reasonable endeavours following a reasonable request by the relevant Obligor or Finance Party to file such forms and documents as the appropriate tax authority may reasonably require in order to enable such Obligor to make relevant payments under the Finance Documents without having to make such Tax Deduction.

12.8        Exemptions from gross up

Notwithstanding anything contained in this Clause 12 (Tax gross up and indemnities), no additional amount will be payable to a Lender under Clause 12.2 (Tax gross-up) to the extent that such additional amount would not be payable if that Lender had complied with its obligations under Clause 12.7 (Filings) unless such failure to comply resulted from a failure by any Obligor to comply with any of its obligations under paragraph (g) of Clause 12.2 (Tax gross up) or Clause 12.7 (Filings).

13.          INCREASED COSTS

13.1        Increased Costs

(a)                                 Subject to Clause 13.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation occurring after the date of this Agreement or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)                                 In this Agreement, Increased Costs means:

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

(ii)                                  an additional or increased cost; or

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

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

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13.2        Increased cost claims

(a)                                 A Finance Party intending to make a claim pursuant to Clause 13 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

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

13.3        Exceptions

Clause 13 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)                                 attributable to a Tax Deduction required by law to be made by an Obligor;

(b)                                 compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in paragraph (c) of Clause 12.3 (Tax indemnity) applied);

(c)                                  compensated for by the payment of the Mandatory Cost; or

(d)                                 attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation or failure to comply with any request from or requirement of any central bank or other fiscal, monetary or other authority (whether or not having the force of law).

14.          OTHER INDEMNITIES

14.1        Currency indemnity

(a)                                 If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)                                     making or filing a claim or proof against that Obligor; or

(ii)                                  obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)                                 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

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14.2        Other indemnities

Each Obligor will within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)                                 the occurrence of any Event of Default;

(b)                                 a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Lenders);

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

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

14.3        Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)                                 investigating any event which it reasonably believes is a Default; or

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

15.          MITIGATION BY THE LENDERS

15.1        Mitigation

(a)                                 Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross up and indemnities), or Clause 13 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formulae) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)                                 Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2        Limitation of liability

(a)                                 The Borrower shall promptly indemnify each Finance Party, upon presentation of duly documented evidence thereof, for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                                 A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might have an adverse effect on its business, operations or financial condition.

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16.          COSTS AND EXPENSES

16.1        Transaction expenses

The Borrower shall promptly on demand pay the Agent and the Mandated Lead Arranger, the amount of all reasonable costs and expenses including legal fees incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)                                 this Agreement and any other documents referred to in this Agreement and following the occurrence of a Security Trigger Event, the Conditional Security; and

(b)                                 any other Finance Documents executed after the date of this Agreement,

notwithstanding if no Utilisation is made under this Agreement.

16.2        Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.10 (Change of currency), the Borrower shall, within three (3) Business Days of demand, reimburse each of the Agent for the amount of all reasonable costs and expenses (including legal fees) incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3        Enforcement costs

The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal and court fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

17.          GUARANTEE AND INDEMNITY

17.1        Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)                                 guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

(b)                                 undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay the amount so demanded as if it was the principal obligor; and

(c)                                  as an independent and primary obligation, indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party (i) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal or (ii) by operation of law. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

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17.2        Continuing guarantee: nature of guarantee

(a)                                 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

(b)                                 Notwithstanding anything to the contrary herein or in any other of the Finance Documents, this guarantee is meant to be and shall be interpreted as “abstract guarantee” (abstrakter Garantievertrag) and the obligations of the Guarantors hereunder shall be obligations of the Guarantors as principal debtors and not as sureties (Buergschaft) and not as a joint obligation as a borrower (Mitschuldner) and the Guarantors undertake to pay the amounts so demanded under or pursuant to this guarantee unconditionally, irrevocably, upon first demand and without raising any defences or objections, set-off or counterclaim and without verification of the legal ground (unbedingt, unwiderruflich, auf erste Aufforderung und unter Verzicht auf alle Einwendungen oder Einreden, ohne Aufrechnung oder die Geltendmachung von Gegenforderungen und ohne Prüfung des Rechtsgrunds).

17.3        Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)                                 the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)                                 each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

17.4        Waiver of defences

The obligations of each Guarantor under this Clause 17 (Guarantee and indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and indemnity) (without limitation and whether or not known to it or any Finance Party) including:

(a)                                 any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)                                 the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any Group Company;

(c)                                 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)                                 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

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(e)                                  any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security;

(f)                                   any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)                                  any insolvency or similar proceedings.

17.5        Guarantor Intent

Without prejudice to the generality of Clause 17.4 (Waiver of defences), each Guarantor expressly confirms that subject to the limitations contained in this Clause 17 (Guarantee and indemnity), it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.6        Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee (Treuhänder) or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.7        Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee (Treuhänder) or agent on its behalf) may:

(a)                                refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee (Treuhänder) or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)                                 hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 17 (Guarantee and indemnity).

17.8        Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or arising, under this Clause 17 (Guarantee and indemnity):

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(a)                                 to be indemnified by an Obligor;

(b)                                 to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c)                                  to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)                                 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);

(e)                                  to exercise any right of set-off against any Obligor; and/or

(f)                                   to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust (treuhändig) for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 28 (Payment Mechanics).

17.9        Release of Guarantors’ right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other Disposal of that Retiring Guarantor (or for any other reason) then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)                                 that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b)                                 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

17.10      Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

17.11      Belgian Guarantee Limitation

(a)                                 In the case of a Belgian Guarantor its liability under this Clause 18 (Guarantee and indemnity) shall be limited, at any time, to a maximum aggregate amount equal to the greater of:

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(i)                                     an amount equal to 90% of the value of such Belgian Guarantor’s net assets (netto-actief/actif net) (as determined in accordance with article 617, §2 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt into account as debts) as shown by its most recent audited annual financial statements on the date on which the relevant demand is made; and

(ii)                                  the aggregate amount outstanding on the date on which the relevant demand is made of (i) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (ii) the aggregate amount of any intra-group loans or facilities made to it by any Group Company directly and/or indirectly using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the Belgian Guarantor for its own purposes or on-lent to a Subsidiary of such Belgian Guarantor, but for the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company).

(b)                                 The guarantee under this Clause 18 (Guarantee and indemnity) does not apply to any liability to the extent it would result in this guarantee constituting unlawful financial assistance, as determined within the meaning of article 629 of the Belgian Company Code.

17.12      Austrian Guarantee Limitation

(a)                                 Nothing in this Agreement shall be construed to create any obligation of an Austrian Guarantor to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, § 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung — GmbHG) and § 52 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz-AktG) (the Austrian Capital Maintenance Rules), and all obligations of an Austrian Guarantor under this Agreement shall be limited in accordance with Austrian Capital Maintenance Rules.

(b)                                 If and to the extent the payment obligations of an Austrian Guarantor under this Agreement would not be permitted under Austrian Capital Maintenance Rules or would render the directors of an Austrian Guarantor or of the general partner of an Austrian Guarantor (as applicable) personally liable pursuant to Austrian law to any of the creditors of that Austrian Guarantor or of the general partner (as applicable) as a consequence of paying such amount, then such payment obligations shall be limited to the maximum amount permitted to be paid which would not trigger such directors’ liability, provided that the amount payable shall not be less than (i) that Austrian Guarantor’s balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in § 224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch — UGB) as calculated by reference to the most recent (audited, if applicable) financial statements of that Austrian Guarantor then available, plus (ii) any other amounts which are freely available for distribution to the shareholder(s) or partner(s) (as applicable) of that Austrian Guarantor and to the shareholders of that Austrian Guarantor’s partners under the GmbHG or AktG (as the case may be) and the UGB at the time or times payment under or pursuant to this Agreement is requested from an Austrian Guarantor, plus, (iii) to the extent applicable, the aggregate Utilisations (plus any accrued interest, commission and fee thereon) borrowed by that Austrian Guarantor and/or its partners in its capacity as Borrower, plus (iv) to the extent applicable, the aggregate Utilisations (plus any accrued interest, commission and fees thereon) borrowed by any other Obligor under this Agreement and made available to that Austrian Guarantor and/or its partners

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and/or its Subsidiaries plus (v) the amount of any indebtedness capable of being discharged by way of setting-off that Austrian Guarantor’s recourse claim following an enforcement of this guarantee against any indebtedness owed by that Austrian Guarantor to another Obligor.

17.13      Dutch Guarantee Limitation

Notwithstanding any other provision of this Agreement, the guarantee, indemnity and other obligations of any Dutch Guarantor under this Clause 17 (Guarantee and indemnity) shall be deemed not to be given to the extent that the same would constitute unlawful financial assistance within the meaning of article 2:98c and/or 2:207c of the Dutch Civil Code or any other applicable financial assistance rules under any applicable law and the provisions of this Clause 17 (Guarantee and indemnity) and other provisions of this Agreement shall be construed accordingly.

17.14      Finnish Guarantee Limitation

(a)                                 The liabilities and obligations guaranteed by a Finnish Guarantor in its capacity as Guarantor under this Clause 17 (Guarantee and indemnity) shall not include, and no Finnish Guarantor shall be liable to perform or be deemed to have undertaken any liability or obligation in respect of, any liability or obligation the guaranteeing of which would be contrary to or would constitute a breach of mandatory provisions or principles of Finnish law, (including without limitation (i) Chapter 13, Section 1 of the Finnish Companies Act (1.9.2006/624, as amended) regulating distribution of assets and (ii) other applicable mandatory provisions of Finnish corporate law.

(b)                                 Furthermore, the maximum amount payable at any time by a Finnish Guarantor under the Agreement shall not exceed an amount equal to the higher of the following:

(i)                                     the aggregate amount of (a) the aggregate amount on the date of the Agreement, or on the date on which the Finnish Guarantor became a Finnish Guarantor, if later, owing by that Finnish Guarantor (directly or indirectly) to the Borrower under any intragroup loan agreement or loan agreements between that Finnish Guarantor and one or more of the Borrower (or any direct or indirect subsidiary of any Borrower) existing on the date hereof or on the date on which the Finnish Guarantor became a Finnish Guarantor, if later, and (b) the aggregate amount of funds available for distribution as a dividend of that Finnish Guarantor according to the Finnish Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under any guarantee provided by that Finnish Guarantor pursuant to the Agreement; or

(ii)                                  the aggregate amount of (a) the aggregate amount owing by a Finnish Guarantor (directly or indirectly) to the Borrower under any intragroup loan agreement or loan agreements between that Finnish Guarantor and one or more of the Borrower (or any direct or indirect subsidiary of any Borrower) existing on the date on which any guaranteed party exercises any of its rights, remedies, powers or distributions under any guarantee provided by that Finnish Guarantor pursuant to the Agreement and (b) the aggregate amount of funds available for distribution as a dividend of that Finnish Guarantor according to the Finnish Companies Act on the date on which any guaranteed party exercises any of its rights, powers or discretions under any guarantee provided by that Finnish Guarantor pursuant to the Agreement; or

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(iii)                               any higher amount (based on any direct or indirect economic and operational benefit to that Finnish Guarantor derived under this Agreement) to the extent not prohibited by Chapter 13, Section 1 of the Finnish Companies Act,

in each case less the aggregate amount at that time already paid or payable by that Finnish Guarantor under any claim made under any guarantee under the Agreement.

17.15      Guarantee limitations for German Guarantors

(a)                                 Each Finance Party agrees that the enforcement of the guarantee and indemnity pursuant to this Clause 17 (Guarantee and indemnity), other than in respect of the Loan made available to such German Guarantor or to a Subsidiary of such German Guarantor by a Lender, shall be limited, in relation to any German Guarantor which is a German limited liability company (Gesellschaft mit beschränkter Haftung — GmbH) (the Affected German Guarantor), to the extent that payment under that guarantee and indemnity would:

(i)                                     cause the Affected German Guarantor’s net assets (Reinvermögen) as per the date of enforcement of this guarantee and indemnity (the Relevant Net Assets) to fall below its registered share capital (Stammkapital) (Begründung einer Unterbilanz); and

(ii)                                  thereby cause a violation of section 30 of the German Limited Liabilities Company Act (as amended from time to time) or, where the Relevant Net Assets are already lower than its registered share capital cause such amount to be further reduced (Vertiefung einer Unterbilanz):

(b)                                 For the purposes of the calculation of the limitation pursuant to paragraph (a) above, the following balance sheet items shall be adjusted as follows:

(i)                                     the amount of any increase of the registered share capital (Stammkapital) of the Affected German Guarantor, effected after the date of this Agreement without the prior written consent of the Security Agent shall be deducted from the relevant registered share capital; and

(ii)                                  loans and other liabilities incurred in violation of the provisions of this Agreement shall be disregarded,

(c)                                 In case of an enforcement of the guarantee pursuant to this Clause 17 (Guarantee and indemnity), the Affected German Guarantor shall (upon the written request of the Agent (acting upon the instruction of the Majority Lenders) and to the extent legally permitted) for the purposes of the determination of the Relevant Net Assets dispose of all assets which are shown in the balance sheet of the Affected German Guarantor with a book value (Buchwert) which is significantly lower than the market value of such assets to the extent that such assets are not necessary for the Affected German Guarantor’s business (nicht betriebsnotwendig).

(d)                                 The limitations set out in this Clause 17.15 shall not apply:

(i)                                     to any amounts due and payable under the guarantee and indemnity pursuant to this Clause 17 (Guarantees and Indemnity) which relate to funds which have been on-lent to the Affected German Guarantor or to any of its Subsidiaries and are still outstanding; or

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(ii)                                  to the extent following notification by the Agent (acting upon the instruction of the Majority Lenders) to the Affected German Guarantor of claims raised under the guarantee and indemnity pursuant to this Clause 18 (Guarantee and indemnity), the Affected German Guarantor does not provide evidence satisfactory to the Agent (acting reasonably), including in particular interim financial statements, within thirty (30) days after the date of such notification, or if after receipt of such unaudited statements notification is given by the Agent (acting upon the instruction of the Majority Lenders) to the Affected German Guarantor to provide audited financial statements up to the end of that same calendar month and such audited financial statements are not provided within sixty (60) days after the date of such notification or

(iii)                               when, at the time of enforcement of a guarantee and indemnity created or joint and several liability assumed hereunder, the restrictions under paragraph (a) are, due to a change of the applicable laws, the interpretation thereof or otherwise, not required to protect the managing directors of the Affected German Guarantor or of any of its direct or indirect shareholders from the risk of personal liability; or

(iv)                              to an Affected German Guarantor if and so long it is party to a domination and/or profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) (section 291 of the German Stock Corporation Act) as a dominated or profit distributing entity or such Affected German Guarantor has a fully recoverable recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch).

(e)                                  No reduction of the amount enforceable under this guarantee in accordance with the above limitations will prejudice the rights of the Finance Parties to continue enforcing the guarantee (subject always to the operation of the limitation set out above at the time of such enforcement) until full satisfaction of the guaranteed claims.

(f)                                  The aforementioned provisions shall also apply to a German Guarantor in the legal form of a limited partnership (Kommanditgesellschaft) with a limited liability company as its sole general partner (Komplementär) (GmbH & Co. KG) mutatis mutandis and all references to net assets shall be construed as a reference to the aggregated net assets of the general partner and the limited partnership.

17.16      Guarantee Limitations for US Guarantors

Notwithstanding anything to the contrary contained in this Clause 17 (Guarantee and indemnity), the maximum liability of any US Guarantor under this Clause 17 (Guarantee and indemnity) shall be 95% of the Net Assets of such US Guarantor. For such purpose, the term Net Assets of any such US Guarantor shall mean the highest amount, determined as of any Determination Date, by which (a) all of such US Guarantor’s property at fair valuation (within the meaning of Section 101(32)(A) of the US Bankruptcy Code but excluding the capital stock or other ownership interests issued by any other Guarantor or by any other person that is required hereby to become a Guarantor) exceeds (b) such US Guarantor’s debts (as defined in Section 101(12) of the US Bankruptcy Code but excluding its obligations under this Clause 17 (Guarantee and indemnity), and the term Determination Date shall mean each of (1) the date on which such US Guarantor becomes obligated under this Clause 17 (Guarantee and indemnity), (2) the date of the commencement of a case under the US Bankruptcy Code in which such US Guarantor is a debtor and (3) the date of enforcement of the liabilities of such US Guarantor under this Clause 17 (Guarantee and indemnity).

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17.17      Guarantee Limitation for the Company

Nothing in this Agreement shall be construed to create any obligation on the Company to act in violation of the SARB Approvals.

17.18      General Limitation

Without prejudice and in addition to any limitation on the liability of any Additional Guarantor otherwise provided for herein, the liability of each Additional Guarantor under this guarantee shall not at any time exceed the lower of the amount of that Additional Guarantor’s outstanding indebtedness (excluding for this purpose any indebtedness owing by one Group Company to another Group Company) and any limits imposed upon its maximum liability under this guarantee by mandatory applicable law.

17.19      Limitations on Guarantee by Additional Guarantors

The guarantee of any Additional Guarantor that is not an Austrian Guarantor, a Belgian Guarantor, a Dutch Guarantor, a Finnish Guarantor, a German Guarantor or a US Guarantor shall be subject to any limitation relating to that Additional Guarantor as set out in any relevant Accession Letter and agreed by the Agent (acting reasonably).

18.          REPRESENTATIONS

Each Obligor (except as otherwise provided herein) makes the representations and warranties set out in this Clause 18 to each Finance Party on the date of this Agreement.

18.1        Status

(a)                                 It is a corporation or limited partnership, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)                                 It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

18.2        Binding obligations

(a)                                 The obligations expressed to be assumed by it in each Finance Document are, subject to the Reservations, legal, valid and binding obligations enforceable in accordance with their terms.

(b)                                 Before the date of an Intercreditor Agreement Accession and without limiting the generality of paragraph (a) above, each Conditional Security Document to which it is a party creates, subject to the Conditional Security Reservations, the security interests which that Conditional Security Document purports to create and those security interests are valid and effective.

(c)                                  On and after the date of an Intercreditor Agreement Accession and without limiting the generality of paragraph (a) above, each Conditional Security Document to which it is a party creates, subject to the Conditional Security Reservations, the security interests including, subject to the limitations set forth in the Intercreditor Agreement, in respect of the obligations under this Agreement that Conditional Security Document purports to create and those security interests are valid and effective.

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18.3        Non-conflict with other obligations(1)

The entry into and performance by it of, and the transactions contemplated by, (i) the Finance Documents and (ii) the granting of the Conditional Security to the Finance Parties after the occurrence of a Security Trigger Event do not and will not conflict with:

(a)                                any law or regulation applicable to it;

(b)                                 the constitutional documents of any Group Company; or

(c)                                  to an extent which could reasonably be expected to have a Material Adverse Effect, any agreement or instrument binding upon it or any Group Company or any of its assets.

18.4        Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery by it of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

18.5        Validity and admissibility in evidence

Subject to the Reservations, all Authorisations required or desirable:

(a)                                 to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b)                                 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

18.6        Governing law and enforcement

Subject to the Reservations:

(a)                                 the choice of the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

(b)                                 any judgment obtained in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

18.7        Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

18.8        No filing or stamp taxes

Subject to the Reservations, under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees

(1)                                 To be confirmed by Cravath and Linklaters.

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be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than (i) Austrian stamp duty that may become payable if any Stamp Duty Sensitive Document is brought into or produced in Austria, (ii) a EUR 0.15 documentary duty in accordance with the Belgian Code on certain Rights and Taxes (Wetboek diverse rechten en taksen / Code des droits et taxes divers) for each copy of each Finance Document executed in Belgium and/or, (iii) reasonable notary fees and immaterial registration fees to be paid in connection with the registration of the Dutch Security Documents).

18.9        No Default

(a)                                 No Event of Default and on the Signing Date no Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)                                 No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

18.10      No misleading information

(a)                                 Any factual information provided to the Finance Parties by it (or on its behalf) was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)                                 Any financial projection or forecast contained in any information provided to the Finance Parties by it (or on its behalf) has been prepared on the basis of recent historical information and on the basis of assumptions which have been carefully considered by the management of the Company and are considered by them to be fair and reasonable (at the date of the relevant report or document containing the projection or forecast).

(c)                                  Any expressions of opinion or intention provided in any information provided to the Finance Parties by it (or on its behalf) represent the honestly held opinion or view of that Obligor or the Company and were made after careful consideration and were based on grounds believed by that Obligor to be reasonable.

(d)                                 Nothing has occurred or has arisen and no information has been omitted from the information provided so far and no information has been given or withheld that results in the information provided so far being untrue or misleading in any material respect.

(e)                                  All other written information provided by any Group Company (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and was not misleading in any material respect as at the date it was provided.

18.11      Financial statements

(a)                                 Its Original Financial Statements (if any) were prepared in accordance with Applicable Accounting Principles consistently applied.

(b)                                 In the case of Sappi Maastricht BV, Sappi Nijmegen BV, Sappi Deutschland Holding GmbH, S.D. ▇▇▇▇▇▇ Company, Sappi Netherlands BV, the Company and the

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Borrower, its unaudited Original Financial Statements (if any) fairly represent its financial condition and results of operations as at the end of and for the relevant Financial Year, or such other period, as the case may be.

(c)                                  Other than in the case of Sappi Maastricht BV, Sappi Nijmegen BV, Sappi Deutschland Holding GmbH, S.D. ▇▇▇▇▇▇ Company, Sappi Cloquet LLC and Sappi Netherlands BV its audited Original Financial Statements give a true and fair view of its financial condition and results of operations as at the end of and for the relevant financial year.

(d)                                 Its most recent financial statements delivered pursuant to Clause 19.1 (Financial statements):

(i)                                     have been prepared in accordance with Applicable Accounting Principles; and

(ii)                                  give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

18.12      No Material Adverse Effect

Since 31 March 2012 there has been no material adverse change in the business, condition (financial or otherwise), operations or performance of the Group Companies (taken as a whole).

18.13      Business Authorisations

Each Authorisation required by each Group Company in connection with its business has been obtained or effected and each Group Company is in full compliance with the same, save where failure to obtain or effect such Authorisation or non-compliance with such Authorisation is not reasonably likely to have a Material Adverse Effect.

18.14      Pari passu ranking

Subject to the Reservations,

(a)                                 its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally; and

(b)                                following the Intercreditor Agreement Accession, the Conditional Security has or will have the ranking in priority which it is expressed to have in the Conditional Security Documents and is not subject to any prior ranking or pari passu ranking Security save to the extent that such Conditional Security secures other Senior Creditors on a pari passu basis in accordance with the terms of the Intercreditor Agreement.

18.15      Environmental compliance

Each Group Company has complied in all respects with all Environmental Law save to the extent that non-compliance would not reasonably be likely to have a Material Adverse Effect.

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18.16      Security and Financial Indebtedness

(a)                                 Save for the Existing Security, no Security exists over all or any of the assets of any Group Company other than as permitted in this Agreement.

(b)                                 No Group Company has any Financial Indebtedness outstanding other than as permitted pursuant to Clause 21.9 (Financial Indebtedness).

18.17      Conditional Security Documents

The Conditional Security Documents and the Intercreditor Agreement contain the entirety of the transactions entered into between the parties thereto and contemplated thereby and there are no other arrangements between any of the parties to the Conditional Security Documents in respect of the transaction contemplated thereby and no other declaration or act which modifies or supersedes any of the terms of a Conditional Security Document exists.

18.18      Environmental claim

No Environmental Claim has been commenced where that claim would be reasonably likely to have a Material Adverse Effect.

18.19      Intellectual Property

It and each of its Subsidiaries:

(a)                                 is the legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted;

(b)                                 does not, in carrying on its business, infringe any Intellectual Property of any third party; and

(c)                                  has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it,

in each case where failure to do so has or is reasonably likely to have a Material Adverse Effect.

18.20      Shares

The shares of any Group Company which are subject to the Conditional Security are fully paid (except for the shares of Sappi MagnoStar GmbH) and not subject to any option to purchase or similar rights. The constitutional documents of companies whose shares are subject to the Conditional Security do not and could not reasonably be expected to restrict or inhibit any transfer of those shares on creation or enforcement of the Conditional Security.

18.21      Group Structure Chart

(a)                                 The Group Structure Chart is true, complete and accurate in all material respects and shows each Group Company, including current name, its jurisdiction of incorporation and/or establishment, and indicates whether a company is dormant or is not a company with limited liability.

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(b)                                 The accompanying list of shareholders of each Obligor (other than from the Company) which has been disclosed to the Finance Parties on or prior to the date of this Agreement is true, complete and accurate as at the date it is given.

18.22      Centre of main interests and establishments

For the purpose of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the Regulation), each Obligor having its registered office in a member state of the European Union has its centre of main interest (as that term is used in Article 3(1) of the Regulation) situated in that jurisdiction and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

18.23      Pensions

The pension schemes and pension plans for the Group are operated in accordance with the requirements of applicable law and are fully funded to the extent required by law or otherwise to comply with the requirements of any law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, where failure to do so has or is reasonably likely to have a Material Adverse Effect.

18.24      Taxation

(a)                                 It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any material amount in respect of Tax.

(b)                                 No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect of Taxes such that a liability of, or a claim against, any Group Company is reasonably likely to arise which has, or is reasonably likely to have, a Material Adverse Effect.

18.25      Insolvency

No:

(a)                                 corporate action, legal proceeding or other formal procedure or convening of a meeting described in Clause 23.7 (Insolvency proceedings); or

(b)                                 creditor’s process described in Clause 22.8 (Creditor’s process),

has been taken or, to the knowledge of the Company, threatened in relation to any Obligor or Material Subsidiary or Sappi Southern Africa and none of the circumstances described in Clause 22.6 (Insolvency) applies to any Obligor or Material Subsidiary or Sappi Southern Africa.

18.26      No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which are reasonably likely to be adversely determined and which, if so determined, are reasonably likely to have a Material Adverse Effect have been started or formally threatened in writing against any Group Company.

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18.27      Representations relating to Guarantee by Austrian Guarantors

Each Austrian Guarantor makes the following representations and warranties to each Finance Party:

(a)                                 it has performed its own independent investigation into the financial and commercial standing, creditworthiness, and legal status of the other Obligors and has not relied on any information from the Agent, any of the Mandated Lead Arranger or any Lender in this respect;

(b)                                 any and all transactions entered into by the Austrian Guarantor in connection with the Finance Documents have been entered into on arm’s length terms and for the corporate benefit of the Austrian Guarantor;

(c)                                 it has checked and verified using the diligence of a prudent businessman that on the date hereof it is (or would be) in a financial position to comply with its obligations under Clause 17 (Guarantee and indemnity); and

(d)                                 the guarantee is entered into in compliance with Austrian Capital Maintenance Rules and against adequate consideration and in consideration for assuming the obligations (Verpflichtungen) and liabilities (Haftungen) under Clause 17 (Guarantee and indemnity), the Guarantor receives an adequate arm’s length guarantee fee (Avalprovision).

18.28      Representation relating to the Borrower

The Borrower represents and warrants to each Finance Party that it is acting as principal and for its own account and not as an agent or trustee (Treuhänder) or in any other capacity on behalf of any other party.

18.29      Certain US laws

No Group Company is subject to regulation under the US Investment Company Act of 1940 or under any other US Federal or State statute or regulation limiting its ability to incur indebtedness.

18.30      US Economic Sanctions

(a)                                 No Group Company nor any affiliate of any Group Company is, or is owned or controlled by, a Sanctioned Person, and no officer, director, or holder is a Sanctioned Person.

(b)                                 Except as expressly authorized by OFAC, no Group Company will directly or indirectly use any proceeds of the Loans made hereunder, or lend, contribute or otherwise make available such proceeds to any other person, entity, joint venture or organization (A) to fund or facilitate any agreement, transaction or dealing with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory, or (B) in any other manner that will result in a violation of Economic Sanctions Law by any person, including any Lender or Agent.

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18.31      Good title to assets

It and each of its Material Subsidiaries has good, valid and marketable title to, or valid leases and licenses of, or is otherwise entitled to use, all material assets necessary to carry on its business as it is being, and is proposed to be, conducted.

18.32      Obligors

(a)                                It is (other than the Company) 100 per cent. directly or indirectly beneficially owned by the Company.

(b)                                 Each Material Subsidiary is an Obligor.

18.33      No immunity in any legal process

No Obligor is entitled to immunity from suit, execution, attachment or other legal process in its jurisdiction of incorporation or Austria.

18.34      Times when representations made

(a)                                 Except as otherwise provided herein, the representations and warranties set out in this Clause 18 are made by each Original Obligor on the Signing Date.

(b)                                 The Repeating Representations are deemed to be made by each Obligor on the date of the Utilisation Request and the first day of each Interest Period, by reference to the facts and circumstances then existing.

(c)                                  The Repeating Representations and the representations and warranties set out in Clause 18.5 (Validity and admissibility in evidence) and Clause 18.8 (No filing or stamp taxes) are deemed to be made by each Additional Guarantor on the day on which it becomes an Additional Guarantor (or it is proposed that it becomes an Additional Guarantor), by reference to the facts and circumstances then existing.

(d)                                 The representation and warranty set out in paragraph (d) of Clause 18.11 (Financial statements) is deemed to be made by each Obligor on the date of supply of each set of financial statements under paragraph (a) of Clause 19.1 (Financial statements) and paragraph (c) of Clause 19.1 (Financial statements).

19.          INFORMATION UNDERTAKINGS

19.1        Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a)                                 as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years the audited consolidated financial statements (including a profit and loss statement, a cash flow statement and balance sheet) of the Group;

(b)                                 as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of their financial years, the audited unconsolidated financial statements (including a profit and loss statement, a cashflow statement and balance sheet) of each of the Company, the Borrower, SISA and (to the extent it

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remains a Group Company) S.D. ▇▇▇▇▇▇ Company and (if required to be produced by law) each other Obligor for that financial year;

(c)                                  as soon as the same become available, but in any event within fourty five (45) days of each Quarter Date, the unaudited consolidated interim report for the Group for the period of three months ending on such Quarter Date; and

(d)                                 as soon as the same become available, but in any event within seventy five (75) days of each Quarter Date, the unaudited consolidated interim report for the Borrower for the period of three months ending on such Quarter Date.

19.2        Compliance Certificate

(a)                                 The Company shall supply to the Agent, with each set of financial statements or interim report of the Group delivered pursuant to paragraphs (a) or (c) of Clause 19.1 (Financial statements), a Compliance Certificate signed by two directors each of whom must be either a director of SISA or a director of the Borrower setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up and confirmation that no Default is continuing or, if a Default is continuing, specifying that Default and giving reasonable details as to the steps being taken to remedy it.

(b)                                 The Compliance Certificate delivered with the financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements) shall also set out the Material Subsidiaries and show in reasonable detail the computations for determination thereof.

(c)                                  The Company shall supply to the Agent with the interim report delivered pursuant to paragraph (d) of Clause 19.1 (Financial statements), a Compliance Certificate signed by two directors of the Borrower setting out in reasonable detail the computations for determination and compliance with the Guarantor Coverage Test including details of the EBITDA and consolidated gross assets of Guarantors which are members of the Guarantor Coverage Group as a percentage of the EBITDA and consolidated gross assets of the Guarantor Coverage Group.

19.3        Requirements as to financial statements

(a)                                 Each set of financial statements of the Group delivered by the Company pursuant to paragraphs (a) or (c) of Clause 19.1 (Financial statements) shall be certified by two directors of the Company as fairly representing the financial condition of the Group as at the date as at which those financial statements were drawn up.

(b)                                 The Company shall procure that each set of financial statements or interim report delivered pursuant to Clause 19.1 (Financial statements) is prepared using the Applicable Accounting Principles for those financial statements or interim report unless, in relation to any set of financial statements or interim report, it notifies the Agent that there has been a material change in GAAP, or the accounting practices or reference periods and its auditors deliver to the Agent:

(i)                                     a description of any change necessary for those financial statements to reflect the Applicable Accounting Principles; and

(ii)                                  sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 20

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(Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements or interim report and the Original Financial Statements.

The reference in Clause 20.3 (Financial testing and Adjustments) to each of the financial statements and interim reports delivered pursuant to this Clause 19 (Information Undertakings) shall be construed as a reference to such financial statements and interim reports as adjusted to reflect the Applicable Accounting Principles.

(c)                                  If the Company notifies the Agent of a change in accordance with paragraph (b) above then the Company and Agent shall enter into negotiations in good faith with a view to agreeing:

(i)                                     whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

(ii)                                  if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms.

(d)                                 If any amendments are agreed in accordance with this paragraph (c) they shall take effect and be binding on each of the Parties in accordance with their terms.

19.4        Information: miscellaneous

(a)                                 Each Obligor shall supply to the Agent (in sufficient copies for all Lenders, if the Agent so requests):

(i)                                     evidence that the auditors of the Company have reviewed the financial covenant calculations in each Compliance Certificate delivered with the annual consolidated financial statements of the Group and have issued an agreed upon procedures report in respect of such calculations in the terms of the international standard on related services (ISRS 4400) by no later than the date of the release of the annual report of the Group in respect of that financial year;

(ii)                                  an annual update (comprising the management case and bank case three year forecasts for the Group) (the Annual Update) by no later than the date which is sixty (60) days after the beginning of each financial year of the Company;

(iii)                               all documents dispatched by it to its shareholders (or any class of them) or its creditors generally (or any class of them) at the same time as they are dispatched, taking into account the Stamp Duty Guidelines;

(iv)                              promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings (including an Environmental Claim) which are formally threatened in writing pending or current against any Group Company which are reasonably likely to be adversely determined and which, if so determined, are reasonably likely to have a Material Adverse Effect;

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(v)                                 promptly, such further information regarding the Charged Property, financial condition, business and operations of the Group as any Lender (through the Agent) may reasonably request; and

(vi)                              any information requested by OeKB (via the Agent).

(b)                                 The Company shall ensure that the chief financial officer or the group treasurer of the Group participate in an annual presentation (which may be by way of conference call) on the Group to the Lenders.

19.5        Notification of default

(a)                                 Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Agent has received such notification from another Obligor).

(b)                                 Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by a director or senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.6        Notification of Security Trigger Event

(a)                                 Each Obligor shall notify the Agent of any Security Trigger Event (and the steps, if any, being taken in connection therewith) promptly upon becoming aware of its occurrence (unless the Agent has received such notification from another Obligor).

(b)                                 Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by a director or senior officer on its behalf certifying that no Security Trigger Event has occurred (or if a Security Trigger Event has occurred, specifying the Security Trigger Event and the steps, if any, being taken in connection therewith).

19.7        Notification of Conditional Security changes

Each Obligor shall notify the Agent of any material change to any Conditional Security promptly upon becoming aware of its occurrence (unless the Agent has received such notification from another Obligor).

19.8        Change in Material Subsidiaries

The Company shall set out in the Compliance Certificate supplied with each set of financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements) the identity and details of the Material Subsidiaries.

19.9        “Know your customer” checks

(a)                                 If:

(i)                                     the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)                                  any change in the status of an Obligor after the date of this Agreement; or

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(iii)                               a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)                                 Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.10      Websites

(a)                                 The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the Designated Website) if:

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