CLIFFORD CHANCE

DEUTSCHLAND LLP

1.

Definitions and Interpretation

2.

The Facility

3.

Utilisation of the Facility

4.

Interest and Liquidity Charge

5.

Market Disruption

6.

Repayment

7.

Voluntary and Mandatory Prepayments

8.

Cancellation

9.

Payments

10.

Equity Reserve Account

11.

Debt Service Reserve Account

12.

Illegality

13.

Increased Costs

14.

Taxes

15.

Mitigation

16.

Representations And Warranties

17.

Financial Calculations (Wirtschaftlichkeits-berechnungen) and Financial Covenants

18.

Information Requirements

19.

Inspection Rights

20.

Hedging Requirements

21.

Covenants

22.

Insurances

23.

Events of Default

24.

Agent, Arranger and Lenders

25.

Advisers

26.

Fees

27.

Costs and Expenses

28.

Indemnity and Breakage Costs

29.

Set-Off

30.

Pro-Rata Sharing

31.

Assignments and Transfers

32.

Sub-Participations

33.

Calculations and Evidence of Debt

34.

Non-Applicability of § 181 BGB

35.

Form Requirements and Amendments

36.

Conditions of the State Guarantee

37.

Remedies and Waivers, Cumulative Rights, Partial Invalidity

38.

Notices

39.

Governing Law

40.

Jurisdiction

41.

Counterparts

SCHEDULE 1 Drawdown Request

SCHEDULE 2 Conditions for the First Drawdown

SCHEDULE 3 General Drawdown Conditions

SCHEDULE 4 Conditions Subsequent

SCHEDULE 5 Lenders and Commitments

SCHEDULE 6 Mandatory Cost Formulae

SCHEDULE 7 Security Agreements

SCHEDULE 8 State Guarantee

SCHEDULE 9 Financing of the Subsidiaries

SCHEDULE 10 Minimum Insurance Schedule

SCHEDULE 10a Minimum Insurance Operation Period Schedule

SCHEDULE 11 Sample Table of Content Regarding Quarterly Construction Progress Reports

SCHEDULE 12 Transfer Certificate

SCHEDULE 13 Development Costs

SCHEDULE 14 Broker’s Letter of Undertaking

SCHEDULE 15 Archeological Sites

SCHEDULE 16 Investment and Financing Plan

ZELLSTOFF STENDAL GMBH, a limited liability company incorporated, organized and validly existing under the laws of the Federal Republic of Germany, having its office at Goldbecker Strasse 1, 39596 Arneburg, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Stendal, number HRB 2446 (the “Borrower”);

UNICREDIT BANK AG (formerly Bayerische Hypo- und Vereinsbank AG) a stock corporation incorporated, organised and validly existing under the laws of the Federal Republic of Germany, having its office at Arabellastrasse 14, 81925 München, Federal Republic of Germany and registered in the commercial register (Amtsgericht) of Munich, number HRB 42148 (the “Arranger”);

UNICREDIT BANK AG (formerly Bayerische Hypo- und Vereinsbank AG), (the “Agent” and “Security Agent”); and

UNICREDIT BANK AG (formerly Bayerische Hypo- und Vereinsbank AG), (the “Original Lender”).

The Borrower is a project company which was created as a limited liability company (Gesellschaft mit beschränkter Haftung) in 1996 as a project development company.

The Borrower intended to build and operate a 552,000 tonnes per annum bleached softwood kraft pulp mill located in Arneburg, Saxony-Anhalt, Federal Republic of Germany.

Mercer International, Inc., a company incorporated under the laws of the state of Washington, United States of America (“Mercer International”), RWE Industrie-Lösungen GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“RWE-IN”) (now E&Z Industrie-Lösungen GmbH) and Altmark Industriepark AG (formerly AIG Altmark Industrie AG), a company incorporated under the laws of the Federal Republic of Germany (“ALTMARK INDUSTRIEPARK AG”) and MFC Industrial Holdings AG (formerly FAHR Beteiligungen AG), a limited liability company incorporated under the laws of the Federal Republic of Germany initially agreed to act as sponsors of the Project.

The Federal Republic of Germany and the State of Saxony-Anhalt agreed to guarantee 80 % of the claims of the Lenders in connection with Tranche A and Tranche B (each as defined below) by issuing guarantees in favour of the Lenders which guarantees are being administered by PWC (as defined below).

The Original Lender agreed to provide the Borrower with the Facility (as defined below) subject to the terms and conditions set out below.

The Original Lender further syndicated the Facility.

Following completion of the Project, the production capacity of the plant has been increased to 620,000 tonnes per annum.

In addition to the investment in further production capacity increase, the Borrower built in 2012 a further 40 MW steam turbine (the “Turbine”) in order to ensure the necessary conversion of high-steam pressure into low-pressure steam, heat and electrical power (“Project Blue Mill”).

In connection with Project Blue Mill, the Borrower entered into an additional project financing facility agreement and agreed with the Lenders on an amendment of this Agreement by way of an amendment agreement dated 19 January 2012 (the “2012 Amendment Agreement”).

The Parties have agreed to a further amendment of this Agreement by way of an amendment and restatement agreement dated      September 2014 (the “2014 Amendment Agreement”).

DEFINITIONS AND INTERPRETATION

Definitions

Any aggregate Blue Mill Project Costs over and above those set out in the Blue Mill Investment and Financing Plan; and

any shortfall in Blue Mill Government Grants definitely determined except if and to the extent that at the same time the funding of the aggregate Blue Mill Project Costs through the remaining Overall Funding Sources (Gesamtfinanzierungsquellen) (as defined in the Blue Mill Facility Agreement) remains secured. For the avoidance of doubt, a shortfall in Blue Mill Government Grants does not prevent the Borrower from drawing down the Blue Mill Facility in full as long as the funding of the aggregate Blue Mill Project Costs is secured by the remaining Overall Funding Sources (Gesamtfinanzierungsquellen) (as defined in the Blue Mill Facility Agreement).

(in relation to any date for payment or purchase of a sum denominated in a currency other than the euro) a day on which banks are open for general business in the financial centre of the country of such currency; or

(in relation to any date for payment or purchase of a sum denominated in the euro) any TARGET Day.

Any Project Construction Costs and Development Costs over and above those set out in the Investment and Financing Plan;

any Financing Costs, start up costs and Working Capital Costs until completion of the Additional Works over and above those set out in the Investment and Financing Plan;

any shortfall in Start Up Cash Flows below the budgeted amount therefore as set out in the agreed Base Case delivered pursuant to Schedule 2 (Conditions for the First Drawdown), paragraph 9; and

any shortfall in Government Grants determined on or before the First Repayment Date.

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

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

plus any interest or similar charges payable by the Borrower,

plus any other non cash charges set against the net profits of the Borrower in the relevant audited financial statements (including exchange rate gains or losses).

the percentage rate per annum determined on the basis of quotations by first class banks in the European Interbank Euro Market for the relevant period which appears on the Telerate page Euribor for that period or any other page it is replaced by at 11.00 am; and

if the Agent is unable to access the relevant screen rate or if a rate is not available on the relevant screen for the period, the arithmetic mean (rounded upwards to 4 decimal places) of the rates (as notified to the Agent) at which each of the Reference Banks was offered by prime banks in the European interbank market deposits in euro in such amount and for such period as of 12.00 noon,

the indebtedness under the loan made by Dresdner Bank in the amount of EUR 12,286,000;

the indebtedness to RWE-IN, ALTMARK INDUSTRIEPARK AG and Thyssen Rheinstahl Technik Projektgesellschaft mbH for ancilliary costs for which RWE-IN, ALTMARK INDUSTRIEPARK AG, Thyssen Rheinstahl Technik GmbH and its legal successor Thyssen Rheinstahl Technik Projektgesellschaft mbH have provided funds to the Borrower in connection with the purchase of the Site, in the amount of not more than EUR 2,708,339;

the indebtedness for Shareholder Loans in an amount not exceeding EUR 55,255,646; and

indebtedness outstanding on the date of Blue Mill Financial Close and incurred in compliance with the Financing Documents.

(a)

Tranche A:

the first (1st) Repayment Date following the fifteenth (15th) anniversary of the first Advance under Tranche A;

(b)

Sub-Tranches B1, B2 and B3:

for each Sub-Tranche the first (1st) Repayment Date following the eighth (8th) anniversary of the first Advance under such Sub-Tranche;

(c)

Sub-Tranche B4:

the first (1st) Repayment Date following the fifteenth (15th) anniversary of the first Advance under Tranche A;

(d)

Tranche C:

the third (3rd) Repayment Date following the Scheduled First Repayment Date;

(e)

Tranche D1:

the third (3rd) Repayment Date following the Scheduled First Repayment Date;

(f)

Tranche D2:

the third (3rd) Repayment Date following the Scheduled First Repayment Date; and

(g)

Tranche E:

the first (1st) Repayment Date following the fifth (5th) anniversary of the first Advance under Tranche A.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility;

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with German generally accepted accounting principles, be treated as a capital or finance lease;

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

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

any Derivative Transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any Derivative Transaction, only the marked to market value shall be taken into account) unless entered into in accordance with the Hedging Strategy;

any counter-indemnity obligation in respect of a guarantee, indemnity, surety, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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

(a)

Tranche A:

0.75 % per annum before 31 March 2003 and 1.05% per annum from (and including) 31 March 2003;

(b)

Tranche B:

0.60 % per annum before 31 March 2003 and 0.90% per annum from (and including) 31 March 2003; (for the guaranteed portion of Tranche B);

1.50 % per annum before 31 March 2003 and 1.80% per annum from (and including) 31 March 2003; (for the non guaranteed portion of Tranche B);

(c)

Tranche C:

1.55 % per annum before 31 March 2003 and 1.85% per annum from (and including) 31 March 2003;

(d)

Tranches D1 and D2:

1.55 % per annum before 31 March 2003 and 1.85% per annum from (and including) 31 March 2003; and

(e)

Tranche E:

1.25% per annum before 31 March 2003 and 1.55% per annum from (and including) 31 March 2003.

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

the validity or enforceability of the Financing Documents.

Shareholder Contributions;

Government Grants (and, pending receipt thereof, Tranche E);

the Facility; and

Start up Cash Flows but excluding Excess Start-up Cash Flows.

the Blue Mill Cash Flow Contributions;

the Blue Mill Government Grants;

the Blue Mill Shareholder Contributions; and

the Blue Mill Facility.

Annual disposals of assets with an aggregate market value of not more than EUR 5 million if such disposals do not have a Material Adverse Effect; and

disposals of assets which are replaced according to the Base Case or funded by Shareholders’ funds.

created by operation of law or arising in the ordinary course of business (including any retention of title arrangements) which do not secure indebtedness for money borrowed;

existing at Financial Close which will be released following the first drawdown of an Advance under this Agreement;

existing at Blue Mill Financial Close which have been created in accordance with the Financing Documents;

created with the Majority Lenders’ consent, which consent shall not be unreasonably withheld, provided all consents required by the Guarantors have been obtained;

constituting Security; and

additional encumbrances in an aggregate amount of not more than EUR 1 million.

incurred or permitted under the Financing Documents;

Existing Financial Indebtedness;

which is unsecured and subordinated to the claims of the Lenders hereunder;

incurred under Derivatives Transactions permitted under the Hedging Strategy; and

an additional aggregate amount of not more than EUR 5 million.

Financing Costs, start up costs to the extent not capitalised, Development Costs and Working Capital Costs; and

recoverable VAT payments on such costs,

more particularly defined in the Land Register (Grundbuch) of the Stendal Local Court (Amtsgericht) for Arneburg folio (Blatt) 3129, communal district (Gemarkung) Arneburg, under plot (Flur) 18, sub-plots (Flurstück) nos. 90, 105/0 and 107/0, under plot (Flur) 21, sub-plots (Flurstück) nos. 52, 36, 44, 35, 40 and 38, under plot (Flur) 22, sub-plot (Flurstück) no. 5 and under plot (Flur) 24, sub-plot (Flurstück) no. 14/8;

more particularly defined in the Land Register (Grundbuch) of the Stendal Local Court (Amtsgericht) for Arneburg folio (Blatt) 3215, communal district (Gemarkung) Arneburg, under plot (Flur) 18, sub-plot (Flurstück) no. 108 and under plot (Flur) 21, sub-plot (Flurstück) no. 67;

more particularly defined in the Land Register (Grundbuch) of the Stendal Local Court (Amtsgericht) for Arneburg folio (Blatt) 3230, communal district (Gemarkung) Arneburg, under plot (Flur) 21, sub-plots (Flurstück) nos. 1/57 and 33;

more particularly defined in the Land Register (Grundbuch) of the Osterburg Local Court (Amtsgericht) for Altenzaun folio (Blatt) 284, communal district (Gemarkung) Altenzaun, under plot (Flur) 1, sub-plot (Flurstück) 324;

Land Register (Grundbuch) of the Stendal Local Court (Amtsgericht) for Schönfeld (for the time being) folio (Blatt) 542, plot (Flur) 9, sub-plot (Flurstück) no. 2/23;

and that portion of land currently leased to the Borrower pursuant to a lease contract dated 16 May 2002 and made between ALTMARK INDUSTRIEPARK AG and the Borrower (Land Register (Grundbuch) of the Stendal Local Court (Amtsgericht) for Arneburg folio (Blatt) 3215, communal district (Gemarkung) Arneburg, under plot (Flur) 21, sub-plot (Flurstück) no. 61).

an irrevocable letter of credit; or

an unconditional guarantee on first demand,

an interest bearing cash deposit in the amount required by the Shareholders’ Undertaking Agreement to be held by the Agent or at UniCredit Luxembourg Société Anonyme, such account to be pledged pari passu in favour of the Lenders and the Blue Mill Lenders.

plus inventory,

plus receivables in respect of taxes,

plus accrued revenue (prepaids, accrued revenue and other),

less accounts payable,

less taxes payable,

less accrued interest,

less accrued liabilities,

less unearned revenue.

Interpretation

if any such numerically corresponding day is not a Business Day, such period shall end on the immediately succeeding Business Day in that calendar month or, if none, it shall end on the immediately preceding Business Day; and

if there is no numerically corresponding day in that next succeeding calendar month, that period shall end on the last Business Day in that next succeeding calendar month,

which is controlled, directly or indirectly, by the first-mentioned company or corporation and, for these purposes, a company shall be treated as being controlled by a company if that other company is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

more than half the issued share capital or partnership interest of which is beneficially owned, directly or indirectly, by the first-mentioned company; or

which is a subsidiary of another subsidiary of the first mentioned company;

Currency Symbols

Agreements and Statutes

this Agreement or any other agreement or document is construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented and in case an agreement has been terminated, the latest version of such agreement; and

a statute or treaty is construed as a reference to such statute or treaty as the same may have been, or may from time to time be, amended or, in the case of a statute, re-enacted.

Headings

Singular and Plural

Time

Language

Amendments

THE FACILITY

Granting of the Facility

a euro denominated term loan facility in an aggregate amount of up to EUR 668 million divided as follows:

Tranche A in an amount of EUR 464.55 million (“Tranche A”);

Tranche B in an amount of EUR 122 million (“Tranche B”) containing no more than four (4) Sub-Tranches in the respective amounts of EUR 20,666,666 (“Sub-Tranche B1”), EUR 20,666,667 (“Sub-Tranche B2”), EUR 20,666,667 (“Sub-Tranche B3”) and EUR 60 million (“Sub-Tranche B4”);

Tranche C in an amount of EUR 42 million (“Tranche C”);

Tranche D1 in an amount of EUR 9.40 million (“Tranche D1”); and

Tranche D2 that may be drawn in an amount of up to EUR 30 million (“Tranche D2”);

a euro denominated revolving loan facility in an aggregate amount of up to EUR 160 million (“Tranche E”).

Availability of Facility

Borrower’s Obligations

The obligations of the Borrower to the Agent and each Lender hereunder are created vis-à-vis each of them as separate and independent obligations (Teilschuldnerschaft).

Unless otherwise provided for under the Financing Documents, the Agent and each Lender may separately enforce their rights hereunder.

Lender’s Obligations

Purpose and Application

Tranche A will only be used by the Borrower for the financing of Project Construction Costs and Development Costs;

Sub-Tranches B1, B2 and B3 will only be used by the Borrower for the financing of the Financing Costs, up until Acceptance, start-up costs, up until Acceptance, and other Project Construction Costs and Development Costs not financed under Tranche A;

Sub-Tranche B4 will only be used by the Borrower for the financing of Working Capital Costs;

Tranche C will only be used by the Borrower to fund in part the Debt Service Reserve Account;

Tranche D1 will only be used by the Borrower for the financing of Project Construction Costs;

Up to the earlier of (i) the completion of Additional Works and (ii) one (1) month prior to the first Repayment Date, Tranche D2 will be used by the Borrower for the financing of Cost Overruns. Up to and including the date falling one (1) month prior to the First Repayment Date, Tranche D2 will be used for a prepayment of Tranche A (not already funded pursuant to Clause 2.4.2 (b) (iv) of the Shareholders’ Undertaking Agreement) to the extent necessary to meet the EU-Equity Test and for the financing of shortfalls in Government Grants (not already funded pursuant to Clause 2.4.2 (b) (i) of the Shareholders’ Undertaking Agreement or by an earlier drawing under Tranche D2) as finally calculated one month prior to the First Repayment Date; and

Tranche E will only be used by the Borrower to bridge finance:

the portion of all costs in relation to the Project for which the Government Grants are expected to be received; and

recoverable VAT payments on Project Construction Costs.

Without affecting the obligations of the Borrower, neither the Arranger, the Agent, the Security Agent, the Lenders nor any of them is required to monitor or verify the application of any amount borrowed pursuant to this Agreement. The Agent will however require from the Borrower the documents regarding the application of funds in accordance with Clause 3.4.3 (Drawdown Restrictions).

Cash Advances

Substitute Lenders

UTILISATION OF THE FACILITY

Delivery of Drawdown Request

Drawdown Details

the proposed Drawdown Date which must be a Business Day within the Availability Period and in the case of the first Advance hereunder no later than the date falling three months after the date hereof;

the term of the initial Interest Period;

the amount of any Advance requested which, if it is not for the whole undrawn amount of the relevant Tranche or Sub-Tranche, must be

with respect to Tranche A a minimum amount of EUR 5 million or any larger amount which is an integral multiple of EUR 1 million unless it is in respect of Post-Acceptance Costs; and

with respect to Tranches B, D1 and D2 a minimum amount of EUR 2 million or any larger amount which is an integral multiple of EUR 1 million unless it is in respect of Post-Acceptance Costs; and

the specific purposes for which the Advance will be used by the Borrower and which Tranche it forms part of; Advances made under Tranche B (other than in respect of Working Capital Costs which will be allocated to Sub-Tranche B4) will be allocated first to Sub-Tranche B1, then to Sub-Tranche B2 and lastly to Sub-Tranche B3.

Drawdown Conditions

The Borrower may only deliver a Drawdown Request to the Agent if:

the conditions precedent listed in Schedule 2 (Conditions for the First Drawdown) are met with respect to the first Advance and the Agent has notified the Borrower and the Lenders that it has received all of the documents and other evidence to be delivered in respect of such conditions precedent and each is in form and substance satisfactory to the Agent (and the Agent undertakes to promptly after receipt of such documents and evidence notify the Borrower that such conditions are met or inform the Borrower of the reasons they are not met);

the conditions precedent listed in Schedule 3 (General Drawdown Conditions) are met with respect to any Advance; and

each condition subsequent listed in Schedule 4 (Conditions Subsequent) has been met to the satisfaction of the Agent within three months of the date indicated in such Schedule for its satisfaction unless (i) the Agent, acting on the instruction of Majority Lenders, determines that failure to meet the relevant condition subsequent will not be materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents or (ii) such failure is subsequently remedied.

The Agent may waive each drawdown condition with the Majority Lenders’ consent upon written request by the Borrower to the Agent.

Drawdown Restrictions

Drawings except under Tranche E will only be permitted to the extent that amounts standing to (or expected to be standing to) the credit of the Disbursement Account are not sufficient to meet the relevant funding requirements for which the Borrower has delivered the Drawdown Request.

Drawings will further only be permitted if:

on the Drawdown Date no Event of Default or Potential Event of Default has occurred and remains uncured or unwaived or would occur as a result of the making of the Advance to be drawn down; and

the representations to be made by the Borrower remain true in all respects,

the Shareholders have made the additional Shareholder Loans which they are required to make under the last paragraph of Clause 2.4.1 of the Shareholders’ Undertaking Agreement.

Drawings in respect of Project Costs (excluding Financing Costs, costs for interest payments during the Construction Period and Post-Acceptance Costs) will further only be permitted against submission to the Agent of a list of all invoices as well as all detailed documents which the Agent requires in relation to any item listed thereon evidencing the Project Costs for which the Borrower has delivered a Drawdown Request or which have been or are to be paid from equity in accordance with Schedule 2 (Conditions for the First Drawdown), paragraphs 6(a) and (b), unless such Project Costs are anticipated to be incurred within one month from the Drawdown Date specified in the respective Drawdown Request. Upon receipt of the relevant invoice the Borrower shall deliver to the Agent without undue delay a list of any Project Costs not previously submitted as well as those detailed documents which the Agent has requested in relation to any item listed thereon.

Drawings under Tranche D2 will be permitted only:

if approved by the Agent, and, in the case of (b), the Technical Adviser and the Wood Supply Adviser, such approval or, as the case may be, the procurement of such approval not to be unreasonably withheld or delayed;

up to and including the earlier of (i) the completion of the Additional Works and (ii) one (1) month prior to the First Repayment Date to the extent that such Cost Overruns are not required to be paid by the Shareholders under the Shareholders’ Undertaking Agreement and in any case only so long as the portion thereof required to be paid by the Shareholders under the Shareholders’ Undertaking Agreement has first been paid;

up to a maximum amount of EUR 5,000,000 with respect to a prepayment of Tranche A (not already funded pursuant to Clause 2.4.2 (b) (iv) of the Shareholders’ Undertaking Agreement) to the extent necessary to meet the EU-Equity Test; and

for the financing of shortfalls in Government Grants (not already funded pursuant to Clause 2.6.2 (b) (i) of the Shareholders’ Undertaking Agreement or by an earlier drawing under Tranche D2) as finally calculated at the earlier of the conclusion of the subsidy audit (Mittelverwendungsnachweis) and one month prior to the First Repayment Date.

Drawings under Tranche C shall take place on or before 30 September 2005 to fund the Debt Service Reserve Account and will be permitted only to the extent that the Agent has received evidence that on or before the date of such Advance the Shareholders have deposited into the Debt Service Reserve Account the amount determined pursuant to Clause 2.4.2 (b) (iii) of the Shareholders’ Undertaking Agreement.

Participation of the Lenders in Advances

Each Lender will contribute to each Advance made hereunder in the proportion to which its Commitment bears to the total Commitments of all the Lenders at the relevant time.

The Agent shall no later than three (3) Business Days prior to the Drawdown Date notify each Lender of the amount of the Advance, the Drawdown Date, the Interest Period and such Lender’s participation in the Advance.

Upon receipt of the written notice pursuant to the previous paragraph, each Lender will, no later than 10:00 a.m. on the Drawdown Date, credit the account in the name of the Agent with UniCredit Bank AG, which has been notified by the Agent to Lenders at the latest three (3) Business Days prior to such Drawdown Date, with its participation in the Advance and the Agent will, with same day value as the Drawdown Date, transfer the amount of the Advance to the Disbursement Account in accordance with Clause 9.3.1 (Payments to the Borrower).

INTEREST AND LIQUIDITY CHARGE

Interest Period

Tranche A, Tranche B, Tranche C, Tranche D1 and Tranche D2

Prior to the Scheduled First Repayment Date Interest Periods relating to Advances made under Tranche A, Tranche B, Tranche C, Tranche D1 or Tranche D2 will be of one (1), three (3) or six (6) months duration (or such lesser duration as may be necessary so that all Interest Periods in relation to Advances made under each Tranche will end on the Scheduled First Repayment Date) at the option of the Borrower provided that any Interest Period relating to an Advance made under any Tranche commencing at the same time as or during another Interest Period relating to an Advance made under the same Tranche shall be of such duration that it shall end on the same date as that other Interest Period.

Interest Periods commencing on or after the Scheduled First Repayment Date relating to Advances made under Tranche A, Tranche B, Tranche C, Tranche D1 and Tranche D2 will, subject to paragraph (c) below, end on a Repayment Date, thus in each case (other than the first such Interest Period) being of six (6) months duration.

Interest Periods relating to Advances made under Tranche A2 will end on the Business Day immediately following a Repayment Date.

Tranche E: The Interest Periods relating to Advances under Tranche E will be of one (1), three (3) or six (6) months duration at the option of the Borrower (or such shorter period as is required in order for the Interest Periods of the Advances under Tranche E to end on the Scheduled First Repayment Date).

The Borrower will, where appropriate, give irrevocable notice to the Agent of the chosen Interest Period in the relevant Drawdown Request or, if the Advance has already been made, in an irrevocable written notice to be received by the Agent no later than 11:00 a.m. on the fifth (5th) Business Day prior to the commencement of that Interest Period. At the latest three (3) Business Days prior to the commencement of the Interest Period chosen by the Borrower, the Agent will give notice to the Lenders and the Guarantors of any notice given by the Borrower pursuant to this Clause 4.1.3.

If the Borrower fails to give notice of an Interest Period, its term will be one (1) month, or any shorter period as the Agent determines to be necessary to comply with the requirements pursuant to Clauses 4.1.5.

The first Interest Period with respect to an Advance will commence on its Drawdown Date, and each subsequent Interest Period will commence on the last day of its preceding Interest Period.

The Agent may, with the approval of the Borrower, determine other Interest Periods with respect to any or all Advances if the Agent deems such other Interest Periods necessary or appropriate to facilitate syndication, provided that any such other Interest Period will not be shorter than five (5) Business Days nor longer than six (6) months.

If two or more Interest Periods relating to Advances under the same Tranche end at the same time, then, on the last day of those Interest Periods, the Advances to which they relate will be consolidated into and treated as a single Advance under such Tranche. Advances under Tranche B forming part of any Sub-Tranche will however, not be consolidated with any Advance forming part of a different Sub-Tranche.

The Agent will notify the Borrower and the Lenders of the duration of each Interest Period in respect of each Advance promptly after having determined the same.

Interest Rate

Payment of Interest

Notification

Liquidity Charge

Default Interest

If the Borrower fails to pay any amount (other than interest) payable by it hereunder on its due date, interest will accrue on the overdue amount from the due date up to the date of actual payment at a rate of 1.5 per cent. per annum above:

in relation to an amount becoming due and payable before expiration of the Interest Period applicable thereto, for the period until the expiration of such Interest Period the rate applicable to such overdue amount immediately prior to the due date; and

in all other cases, the Interest Rate on the most recent Quotation Date for such periods as the Agent may designate, provided, however, that such Interest Period will not exceed three (3) months.

If the Borrower fails to pay any interest payable by it hereunder on its due date, it will make, at the time of payment of all arrears of interest, a lump sum payment for all arrears of interest in the amount of 1.5 per cent. above EURIBOR applicable to the respective Interest Period of the amount due and payable.

The right of the Lenders to compensation for any loss arising from the default remains unaffected. Payments made under Clause 4.6.2 will however be deducted from such compensation.

The Agent will promptly notify the Borrower and the Lenders of the determination of any default interest. Each determination by the Agent will, in the absence of a manifest error, be conclusive and binding on the Borrower and the Lenders.

MARKET DISRUPTION

Market Disruption

EURIBOR is to be determined by reference to Reference Banks and at or about 11.00 a.m. on the Quotation Date for the relevant Interest Period none or only one of the Reference Banks supplies a rate for the purpose of determining the EURIBOR for the relevant Interest Period; or

before the close of business in Frankfurt am Main on the Quotation Date for such Advance, the Agent has been notified by Lenders to whom in aggregate 50 per cent. or more of the principal of the relevant Advance is owed that EURIBOR does not, by reason of circumstances affecting the inter-bank market generally, accurately reflect the cost to them of obtaining matching deposits for their participation in such Advance,

Alternative Basis of Interest

If Clause 5.1.1 (Market Disruption) applies, the applicable Interest Period will be one (1), three (3) or six (6) month(s) at the option of the Agent or such shorter period to end on any Repayment Date, and the interest rate applicable will be the weighted average of the interest rates notified by the Lenders to the Agent on or before the last day of the relevant Interest Period to reflect the cost of funding (regardless from what sources a Lender may reasonably select to fund its participation) their participation in the relevant Advance, expressed as a percentage per annum plus the Margin applicable to such Advance and Mandatory Costs, if any.

If Clause 5.1.2 (Market Disruption) applies, the interest rate applicable to the affected Lenders’ participation in the relevant Advance shall be:

in respect of each Lender having notified the Agent in accordance with Clause 5.1.2 (Market Disruption) the interest rate notified by it to the Agent pursuant to the principles as set out in Clause 5.2 (Alternative Basis of Interest); and

in respect of all other Lenders EURIBOR and the Margin applicable to such Advance and Mandatory Costs, if any.

Negotiations

Prepayment

REPAYMENT

General

First Repayment

Not later than the first (1st) 31 March or 30 September immediately following the fourth (4th) anniversary of the first Advance under Tranche A (the “Scheduled First Repayment Date”), the Borrower will repay an amount which will reduce the aggregate Advances outstanding (other than under Tranche E) to no more than the Required Level (the “First Repayment”).

The First Repayment will be applied to the Tranches in the following order:

first, for the repayment of 70 % of Tranche D2;

second, for the repayment of 70 % of Tranche D1;

third, for the repayment of 70 % of Tranche C;

fourth, for the repayment of part of any Sub-Tranche B1 to B3;

fifth, for the repayment of Tranche A.

Repayments other than First Repayment

Subject to Clauses 6.3.3 and 6.3.4, the Amortisation Schedule (expressed as a maximum percentage of the Required Level to be outstanding at the close of business in Munich on the relevant Repayment Date) to be delivered pursuant to paragraph 12 of Schedule 2 (Conditions for the First Drawdown) shall be prepared on the basis that a minimum Annual Debt Service Cover Ratio, as shown by the Base Case delivered pursuant to paragraph 9 of Schedule 2 (Conditions for the First Drawdown) of 1.73 is achieved at each Repayment Date assuming repayment of all Advances made hereunder (other than under Tranche E) in accordance with the following sub-clauses of this Clause 6.3 (Repayments other than First Repayment).

Following the repayment referred to in Clause 6.2 (First Repayment) and subject to Clause 6.3.3, Clause 6.4.2, the Borrower will repay the outstanding Advances under Tranche A in 22 instalments semi-annually on each 31 March and 30 September following the Scheduled First Repayment Date in accordance with the Amortisation Schedule. The amount of each instalment shall be such that, after the repayments of Tranches B, C, D1 and D2 required to be made on the relevant Repayment Date pursuant to the following sub-clauses of this Clause 6.3 (Repayments other than first Repayment) have been made, the aggregate outstanding amount of all Advances, other than Advances under Tranche E, (at close of business in Munich on the relevant Repayment Date) expressed as a percentage of the Required Level does not exceed the percentage set out in the Amortisation Schedule against that Repayment Date.

As of (and including) the Amendment Date as defined in the 2014 Amendment Agreement and with respect to the amount outstanding on that date, Tranche A shall be split into a sub-tranche of EUR 102,233,467 (“Tranche A1”) and a sub-tranche of EUR 230,673,266 (“Tranche A2”).

The Borrower will repay the outstanding Advances under each of Sub-Tranche B1, B2 and B3, following the repayment referred to in Clause 6.2 (First Repayment), in eight (8) equal semi-annual instalments on the eight (8) Repayment Dates ending on the (1st) first Repayment Date following the eighth (8th) anniversary of the first Advance under the relevant Sub-Tranche.

The Borrower will repay Sub-Tranche B4 in one amount on the Final Maturity Date for Sub-Tranche B4.

The Borrower will repay the outstanding Advances under Tranche C, following the repayment referred to in Clause 6.2, in three (3) equal semi-annual instalments on the three (3) Repayment Dates falling after the Scheduled First Repayment Date.

The Borrower will repay the outstanding Advances under Tranche D1 in three (3) equal semi-annual instalments on the three (3) Repayment Dates falling after the Scheduled First Repayment Date.

The Borrower will repay the outstanding Advances under Tranche D2 in three (3) equal semi-annual instalments on the three (3) Repayment Dates falling after the Scheduled First Repayment Date.

The Borrower will repay the outstanding Advances under Tranche E in an amount equal to the proceeds of Government Grants and/or VAT refunds on Project Costs received from time to time and/or, as the case may be, out of one or more drawings made under Clause 2.4.2 (b) of the Shareholders’ Undertaking Agreement and/or moneys on the Proceeds Account which are available in

accordance with Clause 9.4.3(a)(xiv) (Application of Moneys on Proceeds Account). Any such repayment shall be made on the interest payment date(s) relating to any Advance(s) outstanding under Tranche E next following receipt of such proceeds or, in relation to the moneys on the Proceeds Account, with a seven (7) Banking Days prior written notice to the Agent on the relevant Repayment Date. Should there be less than seven (7) Banking Days between receipt of Government Grants and/or VAT refunds on Project Costs and/or, as the case may be, drawings made under Clause 2.4.2 (b) of the Shareholders’ Undertaking Agreement, and the interest payment date(s) mentioned in the previous sentence, then such repayment shall be made on the following interest payment date(s). Such repayment is, however, not necessary to the extent the Borrower uses the proceeds of Government Grants and/or VAT refunds on Project Costs for purposes corresponding to the purpose of Tranche E. Any Advances under Tranche E remaining outstanding at Tranche E’s Final Maturity Date will be repaid on that date by the Borrower. Any such repayment shall be made together with accrued interest thereon and any other amounts outstanding under this Agreement in respect thereof.

Repayment Schedule

The Agent will forward to the Borrower and the Lenders with respect to Tranche A, Tranche B, Tranche C, Tranche D1 and Tranche D2 a repayment Schedule setting out in accordance with Clause 6.3 (Repayments other than First Repayment) the amount of the repayment instalments and their respective payment dates at the latest 15 days prior to the Scheduled First Repayment Date (the “Repayment Schedule”), provided that the Repayment Schedule for Tranche A for the period commencing as of (and including) the Repayment Date falling on 31 March 2009 shall be as set out in Clause 6.4.2. The Repayment Schedule will be amended pro rata by the Agent following the making of any voluntary prepayments or mandatory prepayments according to this Agreement and will be submitted to the Borrower and the Lenders upon its amendment.

As of (and including) the Repayment Date falling on 31 March 2009, the Repayment Schedule in relation to Tranche A shall be as follows:

Repayment in Euro in

relation to Tranche A1

Repayment in Euro in

relation to Tranche A2

31 March 2009

500,000

0

30 September 2009

500,000

0

31 March 2010

500,000

0

30 September 2010

500,000

0

31 March 2011

12,000,000

0

30 September 2011

6,000,000

0

31 March 2012

7,000,000

0

30 September 2012

15,000,000

0

31 March 2013

20,000,000

0

30 September 2013

20,000,000

0

31 March 2014

20,000,000

0

30 September 2014

10,000,000

0

31 March 2015

11,000,000

0

30 September 2015

11,000,000

0

31 March 2016

11,000,000

0

30 September 2016

11,000,000

0

31 March 2017

12,453,367

0

30 September 2017

35,780,100

230,673,266

Deferred Amortisation

If there are insufficient funds available to meet scheduled amortisation payments from the Proceeds Account, the Equity Reserve Account and the Debt Service Reserve Account, deferral of the amortisation of the amounts outstanding, excluding Advances under Tranche E, remaining after application of the available funds will, at the request of the Borrower, subject to Clause 6.1 (General), be permitted without triggering an Event of Default for a period of not more than six (6) months and subject to the maximum permitted deferred amortisation amount under any Tranche at any Repayment Date being no greater than the principal amortisation amount due on such Repayment Date.

Any deferral shall be apportioned rateably across the Tranches due for repayment on the relevant Repayment Date. On the First Repayment Date any deferral shall, however, first be apportioned rateably across Tranches D2, D1 and C and only then rateably across Tranche A and Sub-Tranches B1, B2 and B3.

No Other Repayments

VOLUNTARY AND MANDATORY PREPAYMENTS

General

Prepayment of First Repayment

Prepayment for meeting of EU-Equity Test

Prepayment of Tranche A2

Scope of Prepayment

Notice of Prepayment

No Other Voluntary Prepayments

No Re-Borrowing

CANCELLATION

General

The Borrower may, by giving to the Agent not less than fifteen (15) days’ prior written notice to that effect, without premium or penalty, cancel the whole or any part of the undrawn Commitments under any Tranche.

Any notice of cancellation given by the Borrower pursuant to this paragraph will be irrevocable and specify the date upon which such cancellation is to be made and the amount of such cancellation.

End of Availability Period; End of Period for first Advance

No Re-borrowing

Reduction of Commitments

PAYMENTS

Disbursement Account

The Borrower will open a disbursement account with the Agent at the latest at Financial Close, such account to be pledged pari passu by the Borrower in favour of the Lenders and the Blue Mill Lenders.

The Disbursement Account will be used to deposit

amounts which are disbursed under the Facility (Tranche E) (unless otherwise provided for in Clause 9.3.2 to 9.3.4),

amounts which are provided by the Shareholders as Shareholder Contributions up to Acceptance,

Start-Up Cash Flows to the extent they do not exceed the budgeted amount therefore as set out in the Base Case delivered pursuant to Schedule 2 (Conditions for the First Drawdown), paragraph 9,

material loss or damage insurance proceeds received prior to Acceptance which will be applied in making good the related loss; and

delayed start-up or business interruption insurance proceeds and/or any delay liquidated damages under the EPC Contract received, in either case, prior to Acceptance, respectively, which will be applied first in or towards any increased costs and expenses incurred by the Borrower as a result of the related delay.

Save as otherwise specifically provided herein, the Borrower is entitled to apply any moneys standing to the credit of the Disbursement Account exclusively, and, in the case of a continuing Event of Default, only with the Agent’s prior written consent, in or towards payment of all due and payable Project Costs, as the case may be.

Any amount remaining on the Disbursement Account after Acceptance, except for amounts to be used for the payment of Post-Acceptance Costs shall be transferred by the Borrower on to the Revenue Account.

Proceeds Account

The Borrower will open a current account (Kontokorrentkonto) with the Agent at the latest at Financial Close, such account to be pledged by the Borrower pari passu in favour of the Lenders and the Blue Mill Lenders (the “Revenue Account”).

The Revenue Account will be used to collect all revenues and income generated by the Borrower’s business apart from the budgeted Start-up Cash Flows as set out in the Base Case delivered pursuant to Schedule 2 (Conditions for First Drawdown) paragraph 9 and Excess Start-up Cash Flows in an amount of up to EUR 15 million. The Borrower will ensure that all payments to be made by the respective counterparties to any agreement concluded with the Borrower, apart from Shareholder Contributions, are made into the Revenue Account.

The Borrower may elect to open a further account with UniCredit Luxembourg Société Anonyme and/or the Agent in respect of investments which may be made by the Borrower pursuant to Clause 9.2.4 (each an “Investment Account”, together with the Revenue Account, the “Proceeds Account”), such accounts to be pledged by the Borrower pari passu in favour of the Lenders and the Blue Mill Lenders. The Borrower will at its own cost provide the Agent with a legal opinion satisfactory to the Agent and issued by a reputable Luxembourg law firm in respect of, inter alia, the validity and enforceability of such Luxembourg account pledge agreement.

The Borrower may invest the balance standing to the credit of the Revenue Account in Permitted Investments, provided that such Permitted Investments are deposited in the Investment Account and the maturity of such Permitted Investments does not conflict with the anticipated payments to be made by the Borrower pursuant to Clause 9.4.3 (Application of Moneys on Proceeds Account). To the extent necessary to make payments in accordance with Clause 9.4.3 (Application of Moneys on Proceeds Account), the Borrower will transfer sufficient funds from the Investment Account to the Revenue Account and will liquidate any of the Permitted Investments if necessary to meet its payment obligations.

Payments to or on behalf of the Borrower

The proceeds of all Advances to be made to the Borrower under this Agreement will, to the extent not otherwise provided in the following Clauses 9.3.2 and 9.3.4, be made into the Disbursement Account in accordance with Clause 3.5.3. The Borrower will procure that until Acceptance all funds in respect of Shareholder Contributions will be made into the Disbursement Account.

The Borrower authorises the Agent to make payments on behalf of the Borrower relating to the Financing Costs until Acceptance and costs for interest payments for Tranche A Advances during the Pre Production Period directly to the Lender having incurred such costs.

The Borrower authorises the Agent to make payments on behalf of the Borrower with respect to the provision of funds to the Debt Service Reserve Account directly into the Debt Service Reserve Account.

The Borrower relieves the Agent from the restrictions of § 181 BGB in respect of the authority conferred upon the Agent in Clauses 9.3.2 and 9.3.3.

Payments by the Borrower and the Lenders

Time and Currency: Unless otherwise permitted, all payments required to be made by the Borrower to the Lenders under any Financing Document will be made in euro to the Agent on the due date therefore not later than 10:00 a.m. If a payment is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month and, if there is none, on the immediately preceding Business Day.

Set-off and Retention Rights: All payments required to be made by the Borrower to the Lenders under any Financing Document (other than the Hedging Agreements) will be made without set-off or counterclaim.

Application of Moneys on Proceeds Account:

Priority of Payments: The Borrower is entitled to apply any moneys standing to the credit of the Proceeds Account with the exception of proceeds from Government Grants and/or VAT refunds on Project Costs applied in accordance with Clause 6.3.9 (Repayments other than First Repayment) and 21.1.11 (Payments and Application of Payments), (and with the exception of Blue Mill Government Grants which will be paid directly into the Blue Mill Investment Account) exclusively in the following order and, in the case of a continuing Event of Default, only with the Agent’s written consent:

first; pari passu in or towards payment of all due and payable operating costs, on-going capital costs, and Working Capital Costs as well as extraordinary costs and expenses and any scheduled amount then due and payable under the Hedging Agreements and VAT payments on Blue Mill Project Costs;

second, pari passu in and towards payment of any tax payment and fee for the State Guarantee or the Blue Mill State Guarantee then due and payable;

third, pari passu in and towards payment of any unpaid costs and expenses of the Lenders, the Blue Mill Lenders, the Agent and the Security Agent due from the Borrower pursuant to Clause 27 (Costs and Expenses) and clause 24 (Costs and Expenses) of the Blue Mill Facility Agreement and any accrued interest and fees due and payable to the Lenders hereunder and due and payable to the Blue Mill Lenders under the Blue Mill Facility Agreement, with the exception of the payments mentioned under paragraphs 9.4.3(a)(iv) to 9.4.3(a)(vi);

fourth, pari passu in or towards payment of any deferred principal then due and payable to the Lenders under Tranche B and Tranche A (in that order and rateably) and to the Blue Mill Lenders under the Blue Mill Facility;

fifth, pari passu in or towards payment of any principal then due and payable to the Lenders under Tranche B and Tranche A and to the Blue Mill Lenders under the Blue Mill Facility and the net amount of any close-out or termination sums then due and payable under the Hedging Agreements;

sixth, in or towards payment of any interest and principal due and payable under any other Permitted Financial Indebtedness

seventh, an amount of EUR 15,000,000 to be retained in the Proceeds Account for operational liquidity purposes;

eigth, on each first Business Day after a Repayment Date, in or towards payment of the Blue Mill Cash Flow Contributions to be transferred into the Blue Mill Investment Account for the payment of Capital Expenditures in connection with Project Blue Mill;

ninth, on each first Business Day after a Repayment Date in or towards any payment up to the Drawn Reserve Amount into the Debt Service Reserve Account;

tenth, on each first Business Day after a Repayment Date in or towards repayment of amounts contributed by the Shareholders in connection with the Blue Mill Shareholders’ Cost Overrun Comittment plus accrued interest thereon due and payable

provided that no Event of Default has occurred and is continuing and provided further that any repayment of such amounts shall only be made pro rata to any repayment of principal to the Blue Mill Lenders pursuant to Clause 9.4.3 (v) above;

eleventh, on each first Business Day after a Repayment Date in or towards any other payments due and payable into the Debt Service Reserve Account until the Debt Service Reserve Account is fully funded for the first time;

twelfth, on each first Business Day after a Repayment Date in or towards due and payable instalments to the Shareholders in connection with the Blue Mill Repayable Shareholder Loan plus accrued interest thereon, provided that no Event of Default has occurred and is continuing;

thirteenth, on each first Business Day after a Repayment Date in or towards any other payments due and payable into the Debt Service Reserve Account;

fourteenth; any surplus in or towards prepayment of Tranche A2 in accordance with Clause 7.4 (Prepayment of Tranche A2); and

fifteenth, subject to Clause 9.4.3(c)) into the Shareholders’ Account to include any interest payable on any Shareholder Loan, except for the Blue Mill Shareholder Loan in relation to which no principal and interest payments shall be made until full and final repayment of the Blue Mill Facility.

Authorisation of Agent: The Borrower authorises the Agent (on behalf of the Lenders) to debit and, to the extent necessary, to liquidate any Permitted Investments previously purchased with any funds standing to the credit of the relevant account:

the Proceeds Account with all amounts referred to in Clause 9.4.3 (ii) (but only regarding the payment of fees in relation to the State Guarantee or the Blue Mill State Guarantee) and Clause 9.4.3(a)(iv) to 9.4.3(a)(v) inclusive when due; and

if the funds in the Proceeds Account are not sufficient to pay any amounts set out in Clause 9.4.3(a)(iv) to 9.4.3(a)(v) inclusive, to debit the Equity Reserve Account and then the Debt Service Reserve Account with any such amount,

Restricted Application:

Payments by the Borrower from the Proceeds Account to the Shareholders’ Account pursuant to Clause 9.4.3(a)(xv) are permitted only:

from the time the aggregate outstanding amounts have been paid down to the Required Level;

Tranche E has been repaid in full;

Tranche A2 has been prepaid in full in accordance with Clause 7.4 (Prepayment of Tranche A2);

subject to the absence of a continuing Event of Default or Potential Event of Default;

within a period of ten Business Days following a Repayment Date; and

the balance standing to the credit of the Debt Service Reserve Account is at least equal to the Target Balance as set out in Clause 11.3 (Target Balance).

If the Annual Debt Service Cover Ratio at any Repayment Date is less than 1.15, the moneys available to be paid into the Shareholders’ Account will be retained in the Proceeds Account, provided that if the Annual Debt Service Cover Ratio (taking Available Cash Flow from Acceptance to the 31 December or 30 June next preceding the First Repayment Date) is less than 1.15 on the First Repayment Date, the Borrower may nevertheless (notwithstanding Clause 9.4.3(c)(i)(5) make payments into the Shareholders’ Account pursuant to Clause 9.4.3(a)(xv) prior to the next following Repayment Date if it submits to the Agent a further calculation of the Annual Debt Service Cover Ratio (taking into account Available Cash Flow from Acceptance to the First Repayment Date) certified by its independent auditors demonstrating that its Annual Debt Service Cover Ratio at the First Repayment Date equalled or exceeded 1.15.

Application of Insurance Proceeds (other than insurance proceeds allocated to Project Blue Mill prior to Blue Mill Final Completion):

Material loss or damage insurance proceeds each below or equal to EUR 10 million until Acceptance and below or equal to EUR 5 million after Acceptance will be applied, for repairs or replacements by the Borrower.

Material loss or damage insurance proceeds, each in excess of EUR 10 million but only up to a total of EUR 50 million until Acceptance and each in excess of EUR 5 million after Acceptance, but only up to a total of EUR 50 million will be applied, if insured damage occurs which, in the opinion of the Technical Adviser and the Wood Supply Adviser, is repairable or replaceable by application of insurance proceeds (together with any monies then available to the Borrower), directly to meet the cost of such repairs or replacements.

Material loss or damage insurance proceeds

in excess of EUR 10 million each, but only up to EUR 50 million until Acceptance and in excess of EUR 5 million each, but only up to EUR 50 million after Acceptance, if damage occurs which, in the opinion of the Technical Adviser and the Wood Supply Adviser, is not replaceable by application of insurance proceeds (together with any monies then available to the Borrower),

in excess of EUR 50 million,

will be applied at the direction of the Combined Majority Lenders. For the avoidance of doubt, the Lenders will however forward to the Borrower any insurance proceeds received by them in respect of security measures provided by the EPC Contractor pursuant to Clause 13.2 of the EPC Contract.

Notwithstanding the provisions of Clauses 9.4.4(a) and 9.4.4(b) and to the extent no material interests (versicherte Interessen) under the Construction/Erection All Risks Material Damage Insurance Contract of any co-insured are affected, payments by the Borrower from the Insurance Account will be permitted only if no Event of Default has occurred and is continuing unless such Event of Default would be cured by the application of such payment.

Distribution of Payments:

Each payment made to the Agent by the Borrower pursuant to this Clause 9 will be promptly distributed proportionately by the Agent among the Lenders and the Blue Mill Lenders entitled thereto in accordance with the Security Pooling Agreement. Each such distribution will be made in like funds as and for value the date on which such payment is received by the Agent.

The previous paragraph applies mutatis mutandis to payments made to the Agent by third parties under any Financing Document.

EQUITY RESERVE ACCOUNT

Maintenance

Purpose

ERA-Balance

Set-off

Investments

The Borrower may elect to open a further account with UniCredit Luxembourg Société Anonyme and/or the Agent in respect of investments which may be made by the Borrower pursuant to Clause 10.5.2 (the “ERA Investment Account”), such account to be pledged by the Borrower pari passu in favour of the Lenders and the Blue Mill Lenders. The Borrower will at its own cost provide the Agent with a legal opinion satisfactory to the Agent and issued by a reputable Luxembourg law firm in respect of, inter alia, the validity and enforceability of such Luxembourg account pledge agreement. Any interest or other income earned on balances on the Equity Reserve Account may, so long as:

the balance standing to the credit of the Debt Service Reserve Account is at least equal to the then Target Balance; and

no Event of Default or Potential Event of Default has occurred and is then continuing, be paid into the Shareholders’ Account.

The Borrower may invest the balance standing to the credit of the ERA Investment Account in Permitted Investments, provided that such Permitted Investments are deposited in the ERA Investment Account and the maturity of such Permitted Investments does not conflict with any anticipated payments to be made by the Borrower out of the ERA Investment Account. To the extent necessary to make any payments out of the ERA Equity Account, the Borrower will transfer sufficient funds from the ERA Investment Account to the ERA Equity Account and will liquidate any of the Permitted Investments if necessary to meet its payment obligations.

DEBT SERVICE RESERVE ACCOUNT

Maintenance

Purpose

Target Balance

a drawdown under Tranche C,

the amount determined in accordance with Clause 2.4.2 (b) (iii) of the Shareholders’ Undertaking Agreement,

out of the Proceeds Account taking into consideration Clause 9.4.3(a) (Priority of Payments).

Funding of Blue Mill Project Costs

Lock-up following funding of Blue Mill Project Costs

Set-off

Currency

Investments

Permitted Investments

ILLEGALITY

the Commitment of such Lender under the Facility will forthwith be reduced to zero; and

the Borrower will prepay to such Lender its participation in any relevant Advances together with accrued interest and all other amounts owing to such Lender hereunder on the next following date on which interest is payable on the relevant Advance, or on such earlier date as such Lender certifies to be necessary having regard to the relevant circumstances.

INCREASED COSTS

Increased Costs

directive, request or requirement (being legally binding or, if not legally binding to the extent that non-compliance therewith would be impracticable) (including without limitation any law, regulation or requirement relating to taxation, reserve assets, special deposits, cash ratio, liquidity or capital adequacy requirements, but not including any law, directive, request, regulation or requirement as in effect on the date hereof or already adopted but not yet in force on the date hereof):

such Lender or any of its affiliated companies incurs a cost in relation to such Lender being a party to and/or performing its obligations and/or exercising its rights under this Agreement;

the cost to such Lender of making available or maintaining or funding its participation in any Advance or maintaining its Commitment is increased;

any sum received or receivable by such Lender under or in connection with this Agreement is reduced;

the effective return of such Lender in connection with this Agreement is reduced; or

such Lender becomes liable to make any payment on account of tax or otherwise (except for taxes imposed on its net income or net worth) or is required to forego any interest or other return on or calculated by reference to the amount of any sum received or receivable by it under or in connection with this Agreement,

a Lender intending to make a claim pursuant to the above will notify the Borrower through the Agent setting forth in reasonable detail the basis for such claim;

the Borrower will pay to the Agent for the account of such Lender upon demand of the Agent such amounts as are certified by such Lender to be necessary to fully compensate such Lender for such cost, reduction, payment or foregone interest or other return, after reduction of benefits which accrue to such Lender directly or indirectly because of such event and reasonably allocable to such costs; and

the Borrower may, by giving irrevocable notice to the Agent, prepay to such Lender its participation in each Advance together with accrued interest and all other amounts owing to such Lender hereunder on the last day of the then current Interest Period for that Advance, or on such earlier date as such Lender certifies to be necessary having regard to the relevant circumstances.

For the avoidance of doubt, this Clause 13 shall not apply in case of a removal of the guarantor’s liability (Gewährträgerhaftung) regarding German public savings banks, state banks and public credit institutions of the Federal Republic of Germany and its states.

TAXES

All payments by the Borrower under this Agreement will be made without any deduction or withholding on account of any taxes unless the Borrower is required by law to make such deduction or withholding, in which case the Borrower will:

ensure that the deduction or withholding does not exceed the minimum amount legally required; and

forthwith pay to the Lenders such additional amounts so as to ensure that the amount received by each Lender will equal the full amount which would have been received by it had no deduction or withholding been made,

any taxes measured or imposed upon the overall net income or the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise taxes, branch taxes, or taxes on doing business; or

any taxes that would not have been imposed but for the failure of any Lender to comply with any certification, identification, information, documentation or other reporting requirement, if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of, such taxes.

The Borrower will pay all stamp, recording or similar taxes payable in respect of the execution, delivery and enforcement of the Transaction Documents promptly when due.

If any Lender or the Agent is obliged to make any payment on account of taxes referred to in Clause 14.2 or if any other additional tax burdens occur in connection with the Transaction Documents the Borrower will indemnify each Lender and the Agent from any payment on account of such taxes.

If, in the good faith determination of a Lender:

such Lender has obtained a tax refund or tax allowance or tax credit as a result of, and directly attributable to, an additional payment of the Borrower under Clause 14.1; and

it can make a lawful payment to the Borrower in an amount leaving it in no better or worse position than it would have been had the payment by the Borrower been made without any deduction or withholding,

If the Borrower is required to make any payment to a relevant tax or other authority for which the Borrower has made a deduction or withholding under Clause 14.1, the Borrower will pay the full amount of the deduction or withholding within the applicable periods to the relevant authority and will deliver to the Agent for the account of each Lender concerned as soon as reasonably practical following the making of such payment the original receipt or a certified copy thereof and/or other evidence reasonably satisfactory to such Lender that the payment has been made.

MITIGATION

Mitigation

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 12 (Illegality), Clause 13 (Increased Costs) or Clause 14 (Taxes), including, but not limited to, transferring its rights and obligations under the Financing Documents to another affiliate or Facility Office.

Clause 15.1.1 does not in any way limit the obligations of the Borrower under the Financing Documents.

Limitation of Liability

The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1.

A Finance Party is not obliged to take any steps under Clause 15.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties

Status: it is a limited liability company duly organised and validly existing under the laws of the Federal Republic of Germany, has the capacity to sue and be sued in its own name and has the corporate power and authority to own its assets and to carry on its business as currently conducted and the Project;

Powers and Authority: it has the corporate power and authority to enter into and perform its obligations under the Transaction Documents and has taken all necessary corporate and other action required to authorise the execution, delivery and performance of the Transaction Documents;

Legal Validity: the Transaction Documents that have been executed by the Borrower on or before the date as of which this representation is made or repeated, create legal, valid and binding obligations of the Borrower and the other parties thereto (apart from the Lenders in their various capacities) enforceable in accordance with the terms and conditions of the respective agreements and such agreements are in proper form for enforcement in the courts of the Federal Republic of Germany, subject to applicable bankruptcy, insolvency, liquidation or other laws affecting creditors’ rights generally;

Non-Conflict: the entry into and the execution and performance of the Transaction Documents by the Borrower do not and will not conflict:

in any material respect with any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets which could reasonably be expected to have a Material Adverse Effect;

with its constitutive documents; or

with any applicable law in a manner which could reasonably be expected to be materially adverse in relation to its ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

No Event of Default: no Event of Default or Potential Event of Default has occurred and is continuing;

Authorisations: except for such Authorisations not obtainable by the date as of which this representation is made or repeated, as to which the Borrower reasonably believes that they will be obtained as and when necessary for the Project, all authorisations listed in Appendix 3, Exhibits 4.4 and 13 of the EPC Contract and any other material Authorisations required for the Project, including, without limitation, in connection with the performance by each of the parties of their obligations under the Infrastructure Agreement, or the performance of its obligations under the Transaction Documents are in full force and effect, have not been revoked or annulled by a first instance decision, to the best of the Borrower’s knowledge and after inquiry with the relevant authority, have not been contested as a result of which the direct enforceability of such Authorisation has been suspended until a final decision and it has complied with the terms and conditions of such Authorisations in all material respects; and such Authorisations have not been modified or amended and there are no proposals to amend or modify the same unless such modification or amendment is not materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

Further Authorisations: to the best of its knowledge, having made due inquiry, it knows of no reason why any Authorisation required for the Project or the performance of its obligations under the Transaction Documents (i) will not be granted when applied for or requested, or (ii) will be withdrawn (zurückgenommen) or revoked (widerrufen);

Financial Statements: its most recent audited consolidated annual financial statements:

were prepared in accordance with accounting principles generally accepted in the Federal Republic of Germany and consistently applied;

disclose all material liabilities (contingent or otherwise) and all unrealised or anticipated losses of any member of the Group required to be disclosed by accounting principles generally accepted and (except as disclosed therein) consistently applied in the Federal Republic of Germany; and

give a true and fair view of the financial condition and operations of the Group during the relevant period.

No Material Adverse Change: since the date as at which the latest audited consolidated financial statements were stated to be prepared there has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) apart from changes affecting the industry generally;

Taxation: each member of the Group has duly and punctually paid and discharged all taxes, assessments and governmental charges imposed upon it or its assets within the time period allowed therefore without imposing tax penalties, or creating any encumbrance having priority to the Lenders or the Security (save to the extent payment thereof is being contested in good faith by the relevant member of the Group and where payment thereof can lawfully be withheld and would not result in any encumbrance having priority to the Lenders or the Security);

Claims Pari-Passu: the claims of the Lenders against it under the Financing Documents to which it is a party will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors save for those preferred in accordance with the provisions of this Agreement or the Security Pooling Agreement, solely as a matter of law or resulting from those land charges which will be released following the first Advance;

No Insolvency or Winding-Up: neither the Borrower or any of its material subsidiaries has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against the Borrower or any such subsidiary for the opening of insolvency proceedings against it or its winding-up, dissolution, administration or re-organisation (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues;

No Material Proceedings: no action or administrative proceeding of or before any court, arbitrator or agency (including, but not limited to, investigative proceedings), which is materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents, has been started or to the best of its knowledge threatened against any member of the Group or its assets, nor are there to the best of its knowledge any circumstances likely to give rise to any such action or proceedings which, if resolved adversely could reasonably be expected to be materially adverse to its ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

No Material Defaults: it is not in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets in a way which is materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

Project Contracts: (i) all existing Project Contracts are or will be in full force and effect at the time of the first drawdown under this Agreement (except for the EPC Contract, which will be in full force and effect once the down payment under the EPC Contract has been made), (ii) no other material Project Contracts have been concluded, which have not been disclosed to the Agent, (iii) the Borrower has no notice of any material breaches by any contracting party under the Project Contracts, and (iv) with regard to Project Contracts, which will not be available before the day on which this representation and warranty is made or repeated, the Borrower assumes that these are produced as soon as and to the extent that they may become necessary for the Project;

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

Environmental Compliance: it has duly performed and observed in all material respects all Environmental Law, Environmental Permits and all other material covenants, conditions, restrictions or agreements including in connection with any contamination, pollution, emissions, waste, release or discharge of any toxic or hazardous substance where failure to do so is materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

Environmental Claims: no Environmental Claim has been commenced against it or its officers, or is to the best of its knowledge threatened against it or its officers materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

Relevant Substances: no substance which is capable of causing harm to any living organism or damaging the environment, public health or welfare has been deposited, disposed of, kept, treated, imported, exported, transported, processed, manufactured, used, collected, sorted or produced at any time or is present in the environment (whether or not on property owned, leased, owned, occupied or controlled by any member of the Group) in circumstances which are likely to result in any liability of any member of the Group under Environmental Laws which is materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents;

Ownership of Assets: the Borrower is the sole owner of or fully entitled to use all of its assets and is the legal and beneficial owner of its assets subject only to the Security Agreements and other Permitted Encumbrances;

Easements: it has all easements, rights of way, rights of ingress and egress necessary for the construction and operation of the Project, except for those as to which it has no reason to believe will not be in place when so necessary;

Encumbrances: save for Permitted Encumbrances no encumbrance exists over all or any of the assets of any member of the Group and the execution of the Transaction Documents to which it is a party and the exercise by it of its rights thereunder will not result in the existence or imposition of nor oblige any member of the Group to create any encumbrance (save for Permitted Encumbrances) in favour of any person over any of its or any member of the Group’s assets;

Indebtedness: on the day of signing this Agreement, the Borrower has no indebtedness save for:

Permitted Financial Indebtedness (except for indebtedness named under paragraph (e) of the definition of Permitted Financial Indebtedness);

indebtedness for Development Costs and other similar costs, not exceeding EUR 1.3 million, envisaged in the Investment and Financing Plan and incurred but not yet invoiced or paid);

indebtedness under the Pre-Activity Agreement (as defined under the EPC Contract) not exceeding EUR 4,210,000 plus VAT; and

indebtedness to the former shareholders, Kvaerner plc in the amount of EUR 478,687 and Thyssen Rheinstahl Technik Projektgesellschaft mbH in the amount of EUR 2,648,000;

indebtedness for the payment of the second purchase price instalment for the Site towards ALTMARK INDUSTRIEPARK AG in the amount of EUR 1,755,686 plus VAT and for liabilities under the tenancy agreement dated 16 May 2002;

further indebtedness to the Shareholders and ALTMARK INDUSTRIEPARK AG to be waived at the latest on the day after Financial Close;

indebtedness for the ongoing payments which become due at the date the guarantee decision is delivered; and

further indebtedness not exceeding EUR 100,000;

Tax Grants: it is not aware of any reason why the Tax Grants (Investitionszulagen) should not be paid in the amounts assumed in the Base Case and no encumbrances exist over any of its claims thereunder or rights and title thereto;

Investment Incentives and State Guarantee: the Investment Incentives (GA-Zuschuss) given by the State of Saxony-Anhalt and the State Guarantee are legal, valid and binding obligations of the State Guarantor and the Guarantors respectively and no encumbrances (other than as contemplated hereby) exist over any of its claims under the Investment Incentives (GA-Zuschuss) or rights and title thereto;

EU-Decision: the EU-Decision is in full force and effect, it has complied with the terms and conditions of the EU-Decision in all respects, and the EU-Decision has not been modified or amended in any material respect, withdrawn or revoked, since the date of its issuance, and there are no proposals known to the Borrower to amend or modify in any material respect, withdraw or revoke the same, nor is it the subject of any existing challenge by any third party in connection with which the EU-Decision has been suspended pending the outcome of any appeal;

Intellectual Property: it has, or as the case may be, will have available all material Intellectual Property Rights and is not in material breach of or has not infringed in any material respect any Intellectual Property Rights of any other person;

Insurances: all insurances required to be in place, as provided in the Minimum Insurance Schedule, are in full force and effect and all premia then due in respect thereof have been paid in full or will be paid in full out of the proceeds of the next following Advance;

No Deduction or Withholdings: under the laws of its jurisdiction of incorporation in force at the date hereof, it will not be required to make any deduction or withholding from any payment it may make hereunder;

Shareholding: upon the making of the Capital Contributions pursuant to Clause 2.4.1 of the Shareholders’ Undertaking Agreement and the injection of further Share Capital by SP Holding, the Share Capital is EUR 25,958,818 and the Shareholders are the owners of the following Shares

Liability vis-à-vis Former Shareholders: it has no liabilities or outstanding obligations to any of its former shareholders other than those to be paid to

Kvaerner plc in the amount of EUR 478,687,

Thyssen Rheinstahl Technik Projektgesellschaft mbH in the amount of EUR 2,648,000 for compensation payments and EUR 570,646 for ancilliary costs in relation to the purchase of the Site for which Thyssen Rheinstahl Technik GmbH and its legal successor Thyssen Rheinstahl Technik Projektgesellschaft mbH have provided funds; and

ALTMARK INDUSTRIEPARK AG in the amount of EUR 1,755,686 plus VAT purchase price in relation to the Site, EUR 546,794 for ancilliary costs in relation to the purchase of the Site for which ALTMARK INDUSTRIEPARK AG has provided funds to the Borrower, and the lease agreement dated 16 May 2002 between the Borrower and ALTMARK INDUSTRIEPARK AG all of which (except for the obligations under the lease agreement) will be repaid under the first Advance;

Assurance of Overall Financing: to the best of its knowledge there is an Assurance of Overall Financing;

Accounts: the Borrower has no accounts other than those established or to be established in accordance with this Agreement or the Blue Mill Facility;

Subsidiaries and Affiliates: it does not have any subsidiaries, other than the Permitted Subsidiaries, or any investments in any other person other than Permitted Investments;

Utilities and Facilities: all utility services, means of transportation, facilities and other materials necessary for the importation, construction, installation, and operation of the Project (including, without limitation, gas, wood receiving, pulp dispatching, fuel, electrical, water supply, storm drainage, rail, port, telephone and sewage services and facilities, as necessary) are or, to the best of the Borrower’s knowledge after due inquiry, will be available to the Project (in the case of utility services, at or within the boundaries of the Site) as soon as required for the construction, operation, testing and start-up of the Project, and to the extent necessary or desirable, arrangements have been made on commercially reasonable terms for such services, means of transportation, facilities and other materials, except for such arrangements as are not required to be made as of the date hereof by the applicable Transaction Documents, with respect to which arrangements the Borrower has no reason to believe such arrangements will not be made at the time so required;

Adequate Facilities: other than those services to be performed and materials to be supplied that can reasonably be expected to be commercially available as and when required or those described in Clause 16.1.35 (Utilities and Facilities) which are not yet available, the services to be performed, the facilities and materials to be supplied and the property interests and other rights granted pursuant to the Project Contracts comprise all of the property interests and other rights necessary to secure any right or privilege which is material to the acquisition, development, construction, installation, completion, operation and maintenance of the Project in accordance in all material respects with the Transaction Documents and all Authorisations required for the Project or the performance of its obligations under the Transaction Documents;

Repetition

FINANCIAL CALCULATIONS (WIRTSCHAFTLICHKEITS-BERECHNUNGEN) AND FINANCIAL COVENANTS

Annual Debt Service Cover Ratio

Senior Debt/EBITDA Cover Ratio

Ratio default cure right

If, on any relevant date, the required ratios pursuant to Clause 17.1 (Annual Debt Service Cover Ratio) or 17.2 (Senior Debt/EBITDA Cover Ratio) is or would, but for paragraph (c) below, be breached (the “Ratio Default”), the Borrower may, within twenty Business Days of the breach being notified to the Borrower by the Agent, cure the Ratio Default by means of an Equity Cure Measure.

The right to cure pursuant to paragraph (a) above may not be exercised more than once in each fiscal year of the Borrower for each of the ratios pursuant to 17.1 (Annual Debt Service Cover Ratio) or 17.2 (Senior Debt/EBITDA Cover Ratio) unless the amount of one of such Equity Cure Measures is equal to or less than EUR 5,000,000.

Subject to paragraph (b) above, no Event of Default shall arise in respect of any breach of the ratios pursuant to Clause 17.1 (Annual Debt Service Cover Ratio) or 17.2 (Senior Debt/EBITDA Cover Ratio), as the case may be, until the twenty Business Days’ period referred to in paragraph (a) above has expired.

Method of Calculation of Annual Debt Service Cover Ratio

Recalculation

Adjustments to Financial Model

INFORMATION REQUIREMENTS

Financial Statements

The Borrower will deliver to the Agent and PWC in sufficient copies for each of the Lenders:

as soon as available, but no later than 90 days after the end of its financial year:

the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a consolidated basis) for the Group for such financial year, audited by a recognised firm of independent auditors licensed to practise in the Federal Republic of Germany, together with a statement from the Borrower reconciling such financial statements with the budgeted yearly accounts and explaining all material deviations of such financial statements from the budgeted yearly accounts referred to in Clause 18.3 (Project Budget);

the related auditors’ report; and

a confirmation by such auditors that all transactions effected by the Borrower with Related Parties in such financial year have been made on terms no less beneficial to the Borrower than those obtainable on an arms’ length basis;

as soon as available, but no later than 60 days after the end of its financial half year, the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a consolidated basis) for the Group for such period which will be in a form reasonably acceptable to the Lenders and will be accompanied by data necessary for the calculation of the Annual Debt Service Coverage Ratio, certified by its independent auditors; and

no later than thirty (30) days after the end of each calendar quarter, a management commentary as to, inter alia, the Borrower’s and the Group’s performance during such calendar quarter and any material developments or proposals affecting the Borrower and the Group or its business.

The Borrower will ensure that each set of accounts delivered by it pursuant to this Clause 18 is prepared on the same basis as was used in the preparation of its Original Financial Statements or, in the case of a divergence therefrom, will be accompanied by a statement explaining each changed accounting principle and its effects.

The Borrower will at the request of the Agent require and authorise its auditors to discuss with the Lenders matters reasonably related to or arising out of the annual audit of the Borrower by such auditors.

The Borrower will provide the financial information required to be provided to the Lenders under this Clause 18 in the German and the English language.

Compliance Certificates

Project Budget

The Borrower will deliver to the Agent, with sufficient copies for each of the Lenders, starting from the calendar year in which the Start-Up is expected to occur as soon as available, but no later than 30 days prior to the beginning of the relevant financial year, the updated Financial Model, the budgeted balance sheet, the budgeted profit and loss statement and the budgeted cash flow statement for the next following financial year and the Borrower will be available for a meeting with the Lenders within two (2) weeks thereafter, to discuss such documents with the Lenders. Such statements will forecast the costs of maintenance, overhauls and Capital Expenditure for the next following three years in each case for the Borrower and for the Group.

On the Blue Mill Financial Close at the latest, the Borrower will deliver to the Agent updates of the updated Financial Model, the budgeted balance sheet, the budgeted profit and loss statement and the budgeted cash flow statement for the ongoing financial year, which will take into account Project Blue Mill. Any further documents submitted to the Agent thereafter in connection with this Clause 18.3 will include the respective financial information regarding Project Blue Mill.

Following review by the Agent and if necessary the Technical Adviser and the Wood Supply Adviser, if the Agent is satisfied with the information supplied pursuant to Clause 18.3.1, it will confirm the same to the Borrower. If the Technical Adviser, the Wood Supply Adviser or the Agent is not satisfied with such information, the Borrower shall make such amendments to such documents as may be reasonably required by the Technical Advisor and/or Wood Supply Adviser and/or the Agent.

Reports during Construction Period

During the Construction Period the Borrower will provide the Agent, the Technical Adviser and the Wood Supply Adviser with the following information within fifteen (15) days of the last day of each calendar quarter:

quarterly construction progress reports in accordance with the conditions set out in Schedule 11 (Sample Table of Content regarding Quarterly Construction Progress Reports); and

quarterly reports on the development of the costs budgeted for construction, including a confirmation or a proposal for a revised version of the Project Budget including a budgeted cost/actual cost comparison; and

any material reports and other material notifications issued by the EPC Contractor and/or any of its sub-contractors to the Borrower in respect of the Project, including but not limited to the Detailed Program and any work around plan (both as described in Clauses 8.7 and 8.11, respectively, of the EPC Contract).

The Technical Adviser and the Wood Supply Adviser will review such reports as to their compliance with the requirements of this Agreement, the EPC Contract and the Investment and Financing Plan. If the Technical Adviser and the Wood Supply Adviser is satisfied with such reports, he will confirm the same to the Agent. If the Technical Adviser and/or the Wood Supply Adviser and/or the Agent is not satisfied with such reports, the Borrower shall consult with the Agent, the EPC Contractor and/or any of its subcontractors with a view to rectifying the situation and ensuring that all future reports are satisfactory to the Technical Adviser and/or Wood Supply Adviser and/or the Agent.

Reports during Operation Period

Other Financial Information

Reports in connection with Project Blue Mill

Miscellaneous Information

The Borrower will inform the Agent in writing:

promptly upon a Responsible Officer becoming aware of it, of the occurrence of any Event of Default, Potential Event of Default, Blue Mill Event of Default or Potential Blue Mill Event of Default and confirm to the Agent in each Drawdown Request and, after the Facility has been fully drawn, not later than thirty (30) days after the end of each calendar quarter that, save as previously notified to the Agent or as notified in such Drawdown Request or, as the case may be, confirmation, no Event of Default, Potential Event of Default, Blue Mill Event of Default or Potential Blue Mill Event of Default has occurred and is continuing;

promptly upon a Responsible Officer becoming aware of it, of any circumstances which are likely to delay in any material respect the completion of the Project or Project Blue Mill in accordance with the Base Case, including any event which might reasonably be expected to result in Cost Overruns or Blue Mill Cost Overruns;

promptly upon a Responsible Officer becoming aware of it, of any material delay in the payment or non-payment of the Government Grants or the Blue Mill Government Grants compared with the assumption made in the Finance Model;

promptly upon a Responsible Officer becoming aware of it, of any circumstances which are likely to have a materially adverse impact on the validity, enforceability and continuance of the State Guarantee, the Blue Mill State Guarantee, the Government Grants, the Blue Mill Government Grants and the EU-Decision;

promptly upon a Responsible Officer becoming aware of it, of any Event of Force Majeure or Blue Mill Event of Force Majeure or any other event which might delay construction or operation or which might reasonably be expected to interrupt or reduce the operation of the plant or the

construction or operation of Project Blue Mill excluding any planned outage or maintenance period previously notified to the Agent or which might reasonably be expected to have a Material Adverse Effect;

promptly upon a Responsible Officer becoming aware of it, of any Environmental Claim commenced or threatened against it;

promptly upon a Responsible Officer becoming aware of it, of any material default of any party to a Project Contract;

within ten (10) Business Days upon a Responsible Officer becoming aware thereof, of the details of each litigation, arbitration or administrative proceeding pending or threatened against it which is likely to result in a liability of the Borrower in an amount or amounts exceeding, in aggregate, EUR 2,000,000 or the equivalent in other currencies;

of any Change of Control;

of any changes in its senior management;

as soon as reasonably possible after a Responsible Officer becoming aware of it, of possible Capital Expenditures or Blue Mill Capital Expenditures in an amount of more than EUR 2 million in excess of the Project Budget for that financial year.

The Borrower will provide upon request such verbal or written information concerning the Project or Project Blue Mill as the Agent or the Lenders may reasonably require including information that is publicly available.

INSPECTION RIGHTS

HEDGING REQUIREMENTS

Implementation

Compliance with Hedging Strategy

Adjustments

COVENANTS

Positive Covenants

Maintenance of Legal Validity and Legal Status: do all things necessary to maintain its existence as a legal person and to ensure the legality, validity, enforceability or admissibility in evidence in the Federal Republic of Germany of the Transaction Documents including the obtaining and maintaining of all applicable Authorisations necessary for the Project and the performance of its obligations under the Transaction Documents, as and when required, and, on request of the Agent, shall supply copies (certified by a director of the Borrower as true, complete and up to date) of any such Authorisations;

Applicable Laws and Authorisations: with the exception of Environmental Laws and Environmental Permits where the obligations of the Borrower with respect thereto are set out in Clause 21.1.15 (Environmental Compliance) comply in all material respects with all laws and comply with, obtain, maintain and renew, all applicable Authorisations in each case which are applicable in connection with the Project and the Borrower’s business and operation generally and required for its ability to perform its obligations under the Transaction Documents. As soon as the Authorisations granted after the conclusion of this Agreement become valid and upon request by the Agent, the Borrower will obtain legal opinions on such validity from a reputable law firm addressed to and for the benefit of the Agent;

Transaction Documents: Subject to Clause 21.2.15(b) (Additional Project Contracts and Amendments to Project Contracts) enter into, maintain in full force and effect and comply with all Transaction Documents;

Authorised signatories: provide the Agent with a list of persons authorised to sign Change Orders as defined in the EPC Contract and amendments to the EPC Contract;

Relevant Advisers: from time to time and on the reasonable request of the Agent inform the relevant Advisers and co operate with them to enable each such Adviser fully to perform its obligations under its advisory agreement;

Information regarding Permitted Encumbrances and Permitted Financial Indebtedness: provide details to the Agent of any newly created Permitted Encumbrance granted outside the ordinary course of business or any newly incurred Permitted Financial Indebtedness incurred to any person;

Information of Technical Adviser and Wood Supply Adviser: provide the Technical Adviser and the Wood Supply Adviser during the Construction Period on a quarterly basis and upon request with all information and documentation reasonably required for the purposes of this Agreement and bear the reasonable costs of the report to be provided by the Technical Adviser and the Wood Supply Adviser pursuant to Clause 18.4.2 (Reports during Construction Period), as well as with respect to the Technical Adviser during the Blue Mill Construction Period;

Preservation of Assets: maintain and preserve all of its assets in good condition and undertake regular maintenance, except disposal of obsolete assets, in accordance with prudent industry practice or the EPC Contractor’s and Suppliers’ recommendations;

Transactions with Third Parties: conclude and procure that any subsidiary of the Borrower concludes any transaction with a third party, irrespective of whether or not it is a Related Party, only on terms no less beneficial to it than those obtainable on an arm’s length basis. All contracts to be concluded by it with a Related Party, including without limitation those contracts concluded in connection with Project Blue Mill, will be submitted to the Agent in their final draft form for approval, such approval not to be unreasonably withheld. It will further waive any Financial Indebtedness owed by any person to it only for valuable market consideration;

Conduct of Business: cause the Project to be built, operated and maintained in accordance with good industry practices, the Project Contracts and all conditions, obligations, requirements set out in any Authorisation or technical specifications from time to time agreed with the EPC Contractor or by Suppliers,

or issued by any Authority in respect of the Borrower or the Project and ensure that all staff necessary for the proper and efficient operation of its business or that of its subsidiaries in place;

Payments and Application of Payments: otherwise than as referred to in Clause 9.1.2 (Disbursement Account) and save for

any proceeds of material loss and damage insurance obtained after Acceptance which will be paid to the Insurance Account and applied in accordance with Clause 9.4.4 (Application of Insurance Proceeds),

any proceeds of material loss and damage insurance allocated to Project Blue Mill and obtained after Blue Mill Final Completion which will be paid to the Insurance Account and applied in accordance with Clause 9.4.4 (Application of Insurance Proceeds),

any third party liability insurance which will be paid directly to the relevant third party, and

Excess Start-up Cash Flows up to a maximum amount of EUR 15 million which will be paid into the Equity Reserve Account

Tax: duly and punctually pay and discharge:

all taxes, assessments and governmental charges imposed upon it or its assets within the time period allowed therefore without imposing penalties and without resulting in an encumbrance having priority to the Lenders or any security purported to be granted by or created pursuant to the Security Agreements; and

all lawful claims which, if unpaid, would by law become encumbrances upon its assets

Filing of Tax Returns: file or cause to be filed all tax returns required to be filed in all jurisdictions in which the Borrower or any of its subsidiaries is situated or carries on business or is otherwise subject to tax;

Claims Pari-Passu: ensure that at all times the claims of the Lenders against it under the Financing Documents rank at least pari passu with the claims of all its unsecured and unsubordinated creditors save those whose claims are preferred pursuant to this Agreement, the Blue Mill Facility Agreement and any security thereunder or the Security Pooling Agreement, by any bankruptcy, insolvency, liquidation or other similar laws of general application and save for the claims resulting from those land charges, which will be released following first drawdown;

Environmental Compliance: comply in all material respects with all Environmental Law and obtain and maintain any Environmental Permits and notify the Agent, promptly after a Responsible Officer becomes aware of the same of:

any material Environmental Claim made on it or to any occupier of any property owned or leased by it under any Environmental Law which may affect the compliance with this Agreement; and

any circumstances which arise whereby any material remedial action is likely to be required to be taken by, or at the expense of, it pursuant to any Environmental Law;

Enforcement: take all reasonable steps to promptly enforce its rights under any Project Contract where failure to do so is material in relation to the Project and the rights and obligations of the parties to any of the Financing Documents;

Compliance with Conditions for State Guarantee and Government Grants: comply, at all times, with all conditions, obligations and requirements of, and assume all undertakings in, the EU-Decision, the State Guarantee and the Government Grants, in particular:

to allow inspections by the Guarantors or PWC (either by themselves or by agents appointed by them) at any time for the purpose of checking whether a drawdown under the State Guarantee may be made or whether the conditions for such drawdown are satisfied or have been satisfied;

to authorise the Agent and the Lenders to submit to the Guarantors and PWC all documents concerning the Facility and the Security and to give to the Guarantors and PWC all information requested by each of them;

to pay all fees in connection with the State Guarantee; and

to discharge the Arranger, the Agent, the Security Agent and the Lenders vis-à-vis the Guarantor and PWC from any duty of discretion (Schweigepflicht) whereby any requests by the Lenders shall be made through the Agent;

Intellectual Property: procure and comply in all material respects with all material Intellectual Property Rights necessary to construct and operate the Project and conduct the Borrower’s business;

Security: provide and maintain the Security and any other security to be provided to the Lenders and the Blue Mill Lenders, respectively, pursuant to the Financing Documents and procure that the Security is effective and maintained and upon reasonable request of the Agent provide additional security over its assets in favour of the Lenders and the Blue Mill Lenders on a pari passu basis. The Agent will determine the details of the additional security within its reasonable discretion (billiges Ermessen) pursuant to § 315 BGB. The provision of additional security will not affect existing Permitted Encumbrances;

Defects Liability Protection: refrain from any acts which may prejudice materially and adversely any defects liability protection afforded to the Borrower by the Contractor under the EPC Contract or, to the Borrower’s knowledge, by any subcontractor (at any level) to the Contractor and/or the Borrower;

Management: employ experienced professionals in the pulp industry;

Syndication: provide at its own cost assistance to the Original Lender in the syndication of the Facility, including without limitation, by taking all reasonable steps to make management available for the purpose of making presentations to, or meeting, potential lending institutions and comply with all reasonable requests for information from potential syndicate members;

Technical Assistance: as and when reasonably requested obtain such assistance as may be necessary prior to Acceptance in connection with the construction, commissioning, testing, start-up, management, operation and maintenance of the Project;

Information Memorandum: use best endeavours to assist the Arranger in the preparation of the Information Memorandum and ensure that, save as otherwise disclosed in the Information Memorandum, the factual information contained in the Information Memorandum is true and accurate and complete in all material respects on the date thereof (or, if different, as of the date when it is stated) and that the Borrower and the Sponsors do not omit to make any disclosure which would make the Information Memorandum misleading in any material respect, and in the case of any financial projections or expressions of opinion contained in the Information Memorandum, procure that such projections and expressions are prepared or made in good faith and on the basis of assumptions believed by the Borrower or any of its subsidiaries to be reasonable and ensure that, if in the opinion of the Arranger it is necessary for the purpose of syndication, the Information Memorandum is updated immediately prior to syndication;

Rented part of the Site: not terminate the site lease agreement dated 16 May 2002 and made between the Borrower and ALTMARK INDUSTRIEPARK AG, before the acquisition of the part of the Site leased to it without the Majority Lenders’ consent;

Owner’s Scope: implement the Owner’s Scope in accordance with internationally recognised engineering standards in a prudent and timely manner so as not to hinder achievement of Acceptance by month 28 after the Commencement Date (as defined in the EPC-Contract) and so that such additional works are free from any Defects and do not violate any intellectual property rights of third parties;

Permitted Subsidiaries: save as the Majority Lenders may otherwise agree (such agreement not to be unreasonably withheld) ensure that any Permitted Subsidiaries operate their respective businesses in a proper and efficient manner and in accordance with the principles set out in Schedule 9 (Financing of the Subsidiaries);

Reduction of Existing Financial Indebtedness: repay in full, using funds from the first Advance, and in any event within 5 Business Days following such Advance:

the EUR 12,286,000 loan made to the Borrower by Dresdner Bank AG and discharge all encumbrances securing any amounts payable thereunder;

the claims of ex-shareholder Kvaerner plc in the amount of EUR 478,687 and Thyssen Rheinstahl Technik Projektgesellschaft mbH in the amount of EUR 2,648,000;

the claims of ALTMARK INDUSTRIEPARK AG for the payment of the second instalment of the purchase price for the Site in the amount of EUR 1,755,686 plus VAT; and

the claims of RWE-IN, ALTMARK INDUSTRIEPARK AG and Thyssen Rheinstahl Technik Projektgesellschaft mbH for the ancilliary costs in connection with the purchase of the Site for which RWE-IN, ALTMARK INDUSTRIEPARK AG, Thyssen Rheinstahl Technik GmbH and its successor in title Thyssen Rheinstahl Technik Projektgesellschaft mbH have provided to the Borrower funds in the amount of EUR 2,708,339.

Accounts: close any existing bank account within one (1) month after the first Blue Mill Advance other than as contemplated by this Agreement or the Blue Mill Facility Agreement.

Negative Covenants

Negative Pledge: create or permit to subsist any encumbrance over all or any of its assets other than a Permitted Encumbrance or create any restriction or prohibition on encumbrances over all or any of its assets;

Investments, Loans and Guarantees: make any investment in, make any loans to, grant any credit or other financial accommodation to or for the benefit of any person or give or have outstanding any guarantee or indemnity to or for the benefit of any person other than in respect of product liability assumed in the ordinary course of business or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person other than Permitted Investments and save as set out in the principles set out in Schedule 9 (Financing of the Subsidiaries), nor will it make any material fixed asset investments (Sachinvestitionen) or financial investments (Finanzinvestitionen) without the prior consent of the Guarantors or except as permitted by this Agreement in relation to the Project or permitted by the Blue Mill Facility Agreement in relation to Project Blue Mill;

Disposals: dispose of the whole or any part of its assets other than in the ordinary course of business or other than by way of Permitted Disposals, nor sell any material investments (Beteiligungen) or divisions of its business (Betriebsteile) without the prior consent of the Combined Majority Lenders and the Guarantors. Any emission permits under the Kyoto Protocol to the United Nations Framework Convention on Climate Change dated 11. December 1997 shall, however, be disposed of only with the Agent’s consent;

Financing: use the proceeds of any Advances for any other purposes than those set out herein;

Transfer of Shares or Shareholder Loans: consent to any transfer of Shares or Shareholder Loans in violation of the Shareholders’ Undertaking Agreement;

Shares in Subsidiaries:

sell or otherwise dispose of (in any transaction or series of transactions whether related or not) its existing shares in any direct subsidiary; and

procure that no direct subsidiary shall sell or dispose of (in any transaction or series of transactions whether related or not) its existing shares in any of its subsidiaries or issue any new shares to any third party where following any such sale more than 49% of the issued ordinary share capital of the relevant subsidiary would be owned by one or more third parties,

Shareholders’ Account: make any payments to the Shareholders’ Account other than in compliance with the provisions of this Agreement;

Capital Expenditures: incur any Capital Expenditures at any time or in any amount of more than EUR 2 million in excess of the Project Budget for that financial year other than with the consent of the Combined Majority Lenders or unless the same is required to comply with applicable Environmental Law in Germany;

Capital Reserves: repay any capital reserves set up for Kvaerner plc’s, Thyssen Rheinstahl Technik Projektgesellschaft mbH or any Shareholder’s waivers of repayment claims under the shareholder loans granted by them to the Borrower unless (a) the tax audit of the accounts has accepted the amount of such capital reserves and (b) they are funded out of the Shareholders’ Account and identify such capital reserves as a separate balance sheet item;

Shareholder Loans: (a) prior to the First Repayment Date pay interest on any Shareholder Loans and thereafter only in accordance with the terms hereof and of the Shareholder Loans and (b) prepay, repay, redeem, purchase or otherwise acquire any Shareholder Loans prior to the Tranche A Final Repayment Date and the repayment in full of each outstanding Advance hereunder;

Financial Indebtedness: incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than, in each case, Permitted Financial Indebtedness, it being understood and agreed that

non-speculative forward energy sales on fixed price terms for periods of at least up to 12 months are customary and shall not be commodity hedges under this Agreement, nor shall be considered to be Financial Indebtedness under this Agreement, provided that principal energy sales volumes do not exceed the underlying excess power generation of the Borrower, as it may be reasonably assumed to be generated based on the Project Budget;

renewable power generation is a natural co-production of a modern pulp mill and such generation is projected to increase with every increase in pulp production capacity. To the extent such additional electric power will be sold to the general power market, be it directly or indirectly, non-speculative fixed price forward sales are customary (if not essential to successfully sell and compete) and shall be permitted under this Agreement; and

though physical delivery and therefore physical settlement of any contracts for power sales or in relation thereof shall prevail, it cannot be excluded that power sales or parts thereof, be it quantitatively or by quality, may be possible by way of financial settlement only and shall be permitted under this Agreement;

Encumbrances: create or permit to subsist any encumbrance on any of its assets other than Permitted Encumbrances;

Mergers: split, merge or consolidate with any other person, enter into any demerger transaction, or participate in any other type of corporate reconstruction without the prior consent of the Combined Majority Lenders and the Guarantors;

Subsidiaries: create any subsidiary or permit to exist any interest in any person (whether by shareholding, joint venture, partnership, whether any income or profits are, or would be, shared or transferred with any other party or otherwise), other than the Permitted Subsidiaries;

Additional Project Contracts and Amendments to Project Contracts:

enter into any additional material Project Contracts (except for the Blue Mill Project Contracts) with a value of more than EUR 4 million save with the prior written consent of the Combined Majority Lenders (such consent not to be unreasonably withheld or delayed);

subject to Clause 21.2.16 (Project Specifications), only, amend in any material respect, or grant any waiver or consent under, any Project Contract if such amendment, waiver or consent would not reasonably be expected to be materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents. In the case of Project Contracts with a value of more than EUR 4 million or contracts for the sale of energy and the agreement on reserve electricity services such amendments, waivers and consents will have to be notified to the Agent in writing seven (7) days in advance;

cancel or terminate any Project Contract with a value of more than EUR 4 million (other than the EPC Contract or any contract for the carrying out of the necessary infrastructure works at the Site), without having given thirty (30) days prior written notice to the Agent and then only so long as a replacement contract is in place on terms no less beneficial to the Borrower as the cancelled/terminated Project Contract; and

cancel, terminate or suspend the EPC Contract or any contract for the carrying out of the necessary infrastructure works at the Site or (subject to Clause 21.2.16 (Project Specifications)) grant any waiver or consent under or amend the same without Combined Majority Lenders’ prior written consent;

Project Specifications: make any changes to the design, specification or configuration of the plant (except for Project Blue Mill) without Combined Majority Lenders’ consent except for such amendments and changes which are in conformity with the EPC Contract or the Blue Mill Turbine Contract, required under Environmental Law or are of a minor nature, it being understood that any such change which might result in an increase in the Project Costs or the Blue Mill Project Costs in an aggregate amount of at least EUR 1 million or a delay in a System Start-Up as defined in the EPC Contract, the Acceptance or the Blue Mill Final Completion will not be deemed to be of a minor nature;

Waiver of tests under EPC Contract: waive or materially alter any test procedures or approve any test results in connection with the tests under Clauses 16 to 19 of the EPC Contract where this could have an adverse effect on the Project without Combined Majority Lenders’ consent (such consent not to be unreasonably withheld or delayed);

Acceptance Certificate: issue the Acceptance Certificate as defined in the EPC Contract without the Agent’s consent (such consent not to be unreasonably withheld or delayed);

Shares: purchase, cancel or redeem any Share Capital, reduce the Share Capital, issue any Shares otherwise than to an existing Shareholder, grant any option over or make any offer of Shares to any person or alter any material rights attaching to the Shares without the Combined Majority Lenders’ and the Guarantors’ consent. Their consent is however not required in relation to the offer of Shares;

Shareholders’ Agreement: change its articles of association in any manner which would be inconsistent with the provisions of any Transaction Document without Combined Majority Lenders’ consent (such consent not to be unreasonably withheld);

Change of Business: make any material changes to the general nature of its business as a pulp mill (including wood harvesting and procurement as well as logistic services and energy generation and sales) and any business incidental thereto or carry on any other business which results in any material change to the nature of such business;

Abandonment: abandon the Project;

Withdrawals from Cash Collateral Accounts: withdraw any moneys on the Cash Collateral Accounts other than pursuant to the provisions of the Financing Documents;

Accounts: open or operate any bank accounts other than as contemplated by this Agreement or the Blue Mill Facility Agreement;

Assignment and Encumbrance of Government Grants: assign, pledge or otherwise charge, encumber or dispose of its claims, rights and title under and to the Government Grants except as provided in the Investment Incentives Assignment Agreement listed in Schedule 7 (Security Agreements);

Financial Year: change its financial year;

Obligations: incur any material obligations not contemplated by or permissible under this Agreement or the Blue Mill Facility Agreement or which the Borrower assumes in connection with deliveries and services undertaken by it in the ordinary course of business without the prior consent of the Guarantors.

INSURANCES

General

Specific Provisions of the Insurances

Sole Loss Payee: the Security Agent to be named as sole loss payee in all policies save, in relation to policies relating to third party liability, where payment is made directly to the third party claiming thereunder in full and final settlement of his claim. A payment to the loss payee in accordance with this Clause shall, to the extent of that payment, be made to the Insurance Account or any other account specified to the insurers by the Security Agent and discharge the liability of the respective insurer to pay the Borrower or other claimant insured party. The arrangements in this Clause shall continue to apply notwithstanding the liquidation or insolvency of the Borrower or any of the insurers;

Waiver the insurers to agree to waive all rights of subrogation or action against the Security Agent unless any of the members of the executive board (Vorstand) of the Security Agent acted with gross negligence or wilful misconduct (Vorsatz); if the insurer rejects to include such provision into the insurance policy, the Borrower hereby waives all statutory and contractual subrogation claims it may otherwise have against the Security Agent resulting from any claim raised by the insurance company against the Borrower or the Security Agent. Furthermore, the Borrower hereby indemnifies the Security Agent against any cost, claim, loss, expenses (including reasonable legal fees) or liabilities including VAT which the Security Agent may incur by reason of a claim of the insurance company against the Security Agent, in each case unless any of the members of the executive board (Vorstand) of the Security Agent acted with gross negligence or wilful misconduct (Vorsatz);

Reduction of Insurance Proceeds: the insurers not to reduce any insurance proceeds due and payable to the Security Agent (on behalf of itself and other beneficiaries) as loss payee, save in respect of any unpaid premium if so required by the respective insurer;

Insurance Claims Assignment: cause the insurers to acknowledge that they have noticed that, by the Insurance Claims Assignment Agreement as set out in Schedule 9 (Security Agreements), the Borrower assigned to the Security Agent (for and on behalf of the Lenders) all its existing and future rights and claims in and to the Material Insurances (including all claims of whatsoever nature thereunder and return of premiums and proceeds in respect thereof). The insurers shall also confirm that they have not received notice of any other assignment, charge or other encumbrance of the Borrower’s rights and claims under the respective insurance.

Adequate Information: the insurers to acknowledge that they have received adequate information in order to evaluate the risk of insuring the Borrower in respect of the risks hereby insured;

Cancellation: the insurers not to cancel (kündigen) the Material Insurances during the Construction Period;

Notices: the insurers to give in writing to the Security Agent

subject to 22.2.6 a thirty (30) days notice of cancellation, non-renewal (whether for non-payment of premium or otherwise), suspension (if applicable) or adverse change of terms;

a thirty (30) days notice of any reduction in limits or coverage, any increase in deductibles or any termination before the original expiry date is to take effect; and

as soon as any of the insurers becomes aware, notice of any act, event or omission which such insurer considers may invalidate or render unenforceable in whole or in part any insurance.

Delivery of Notices and Documents: the policies to stipulate that any notice or document to be served in relation to any policy may be delivered or sent by prepaid recorded delivery post (if within the Federal Republic of Germany), by prepaid airmail (if elsewhere) or facsimile process to the party to be served at its registered office or at such other address as it may have notified to the other parties in writing in accordance with this Clause. Any such notice will be deemed to be given as follows:

if delivered by hand or by mail, when delivered; and

if by facsimile when transmitted, but only if, immediately after the transmission, the sender’s fax machine records the correct answerback;

Governing Law and Jurisdiction: the insurance policies to be governed by German law and each of the insurers and co-insured to agree that any legal proceedings arising out of or in connection with the policies will be brought in the exclusive jurisdiction of a German court.

Insurance Documentation

Inspection Right

Broker’s Letter of Undertaking

Changes to Insurance Programme

If any variation is proposed to be made to the terms of any insurance, the Borrower will give at least thirty (30) days prior written notice thereof to the Security Agent. No variation to any insurance should be effected or agreed by the Borrower until the Security Agent notifies the Borrower in writing either that the variation is not material to the Lenders or is otherwise agreeable to the Security Agent. The Security Agent will not unreasonably withhold or delay its agreement after obtaining any advice that it deems appropriate in considering the Borrower’s request.

No Event of Default occurs to the extent the Borrower has given notice pursuant to Clause 22.6.1 (Changes to Insurance Programme), and for so long as, cover required to be maintained is not available to the Borrower in the international insurance or reinsurance market on what the Security Agent accepts in writing to the Borrower to be reasonable commercial terms. In determining whether such cover is available on reasonable commercial terms, the Security Agent shall have on-going regard to the scope of such insurance, its cost in the context of the financing of the Project and the direct and indirect interests of the Lenders under the Financing Documents.

Notification

Claim Handling

diligently pursue any valid claim under any insurance,

promptly notify the Security Agent and the insurers of any matter for which it may be entitled to a claim under any insurance,

keep the Security Agent informed on a regular basis regarding progress towards settling any such claim,

take account of any representations made by the Security Agent in relation to any such claim, and

not negotiate, compromise or settle any claims with a potential value in excess of EUR 5 million without the written consent of the Security Agent, such consent not to be reasonably withheld or delayed.

Renewals

Changes in Insurer Security

Lender’s Right to Insure if Borrower Defaults

Disputes over Availability of Cover Borrower Defaults

EVENTS OF DEFAULT

Each of following circumstances constitutes an Event of Default for the purposes of this Agreement, irrespective of whether or not caused by any reason within the control of the Borrower or any other person:

Payment Obligations: failure by the Borrower to make:

subject to Clause 6.5, any payment of principal or interest due under the Facility within seven (7) Business Days from the due date thereof;

subject to clause 6.4 of the Blue Mill Facility Agreement, any payment of principal or interest due under the Blue Mill Facility within seven (7) Business Days from the due date thereof; and

any other payment due under the Financing Documents within five (5) Business Days from a notification by the Agent of the Borrower’s failure to pay;

Representations and Warranties: any representation, warranty or statement made in any Financing Document, certificate, statement or opinion delivered by or on behalf of the Borrower hereunder or in connection herewith is or proves to

have been incorrect, untrue or misleading in any material respect when made and which, if capable of being remedied, has not been remedied within thirty (30) days from notification by the Agent of such breach;

Covenants: the Borrower or any of its Shareholders breaches any covenant or material obligation under the Financing Documents which, if capable of being remedied, has not been remedied within fifteen (15) Business Days from notification by the Agent of such breach;

Blue Mill Event of Default: a Blue Mill Event of Default has occurred and is continuing;

Debt Service Reserve: (i) Scheduled Debt Service for two consecutive half year periods is partially or wholly financed by drawings from the Debt Service Reserve Account, and as a result the balance standing to the credit of the Debt Service Reserve Account is less than one third of the Target Balance, or (ii) a drawing on the Debt Service Reserve Account resulting in full utilisation of the Debt Service Reserve Account is followed on the Repayment Date immediately following such full utilisation by a deferred amortisation in accordance with Clause 6.5 (Deferred Amortisation) or clause 6.4 (Deferred Amortisation) of the Blue Mill Facility Agreement, in each case unless waived by the Combined Majority Lenders.

Annual Debt Service Cover Ratio: Failure by the Borrower to meet the Annual Debt Service Cover Ratio as provided for in Clause 17.1 (Annual Debt Service Cover Ratio), unless waived by the Majority Lenders.

Senior Debt/EBITDA Cover Ratio: Failure by the Borrower to meet the Senior Debt/EBITDA Cover Ratio as provided for in Clause 17.2 (Senior Debt/EBITDA Cover Ratio), unless waived by the Majority Lenders.

Consents and Approvals: any Authorisation necessary to enable the Borrower to comply with any of its material obligations under the Transaction Documents and Project is revoked, withheld or modified or is limited in a way which materially prejudices the validity and enforceability of the Transaction Documents and/or the ability of the Borrower to meet its obligations thereunder;

EU-Decision, State Guarantee and Government Grants: any of the EU-Decision, State Guarantee or Government Grants is modified in any material respect, revoked, withdrawn, withheld or suspended, or does not remain in full force and effect;

Insolvency and Rescheduling: any cause exists on the basis of which insolvency proceedings under the German Insolvency Code should be initiated against the Borrower, the Borrower commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a composition with its creditors;

Winding-up: (a) the Borrower, (b) while it has any liability under the Shareholders’ Undertaking Agreement any of the Shareholders or any of the Sponsors or (c) while it has any liability under the RWE Solutions AG Guarantee, the Direct Agreement or the Parent Company Guarantee RWE Solutions AG takes any corporate action or any other steps are taken or legal proceedings are started for its winding-up, dissolution or reorganisation or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any part or all of its revenues and assets;

Insolvency or Winding-up of EPC Contractor: the EPC-Contractor during the Construction Period is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustments or rescheduling of its indebtedness, makes a composition with its creditors, or takes any corporate action or other steps or legal proceedings are started for its winding-up, dissolution, re-organisation (except for a solvent re-organisation previously approved in writing by the Agent) or for the appointment of a liquidator, receiver, administrator, administrative receiver or similar officer of it or of any or all of its revenues and assets;

Indebtedness: failure by the Borrower to pay any other Financial Indebtedness (other than pursuant to the Blue Mill Facility Agreement) over EUR 1,000,000 when due or after the expiry of any applicable grace period unless such payment is contested in good faith by the Borrower;

Obligations of the Borrower: at any time it is unlawful for the Borrower to perform any of its material obligations under the Transaction Documents, or to own its material assets or to carry on its business in materially the same fashion as contemplated in the Financing Documents and such condition continues for period of sixty (60) days;

Obligations of the Parties to Shareholders’ Undertaking Agreement and the RWE Solutions AG Guarantee: any of the Shareholders or Sponsors (or any of their successors) fails to comply with any obligation assumed by it in the Shareholders’ Undertaking Agreement and/or RWE Solutions AG (or any of its successors) fails to comply with any obligation assumed by it in the RWE Solutions AG Guarantee, the Direct Agreement or the Parent Company Guarantee and such failure, if capable of remedy, is not remedied within thirty (30) days after receipt of written notice from the Agent requesting the same;

Change of Control: a Change of Control occurs without the prior written consent of the Majority Lenders;

The Borrower’s Business: the Borrower ceases or threatens to cease to carry on all or a substantial part of the business it carries on at the date hereof, abandons or threatens to abandon the Project or disposes of a substantial part of its business or assets or a substantial part of its business or assets is seized, nationalised or expropriated or compulsorily acquired by or under the authority of any government;

Assets of the Borrower: except as permitted by the Financing Documents, the Borrower ceases to be the sole lawful and beneficial owner of, and having good title to, any material part of its assets, and such assets or part thereof, are not re-acquired or replaced in a manner satisfactory to the Lenders within fifteen (15) days of such cessation;

Acceptance: Acceptance does not occur by the date falling 40 months after Financial Close;

Default under Transaction Documents: a material default under any of the Transaction Documents which, if capable of being remedied, has not been remedied within thirty (30) days in the case of any Financing Document and ninety (90) days in the case of any Project Contract in each case of notification by the Agent of such default;

Invalid, Non-binding and Non-enforceable Obligations: a material provision of the Financing Documents is not, or is contested by a party other than a Lender to be not, legal, valid, binding and enforceable;

Qualifications in the Auditors’ Report: the auditors have made a qualification in their report and there are reasonable doubts (vernünftige Zweifel) concerning the continuation of the Borrower’s business on a going concern basis unless within twenty (20) Business Days from the date of the auditor’s report the Borrower has presented a certificate from the auditors showing that the reasons for the doubts raised have been remedied or sufficient measures have been taken for their remedy;

Security: any Security ceases to be in full force and effect for any reason other than:

the assignment of any credit or portion of the finance to which such Security relates;

the failure to make the required filings or registrations where such filings or registrations are under the control of the Lenders;

Litigation: any material judgement, award or decision on any litigation, arbitration, administrative proceedings or governmental or regulatory investigations, proceedings or disputes is commenced against the Borrower or its assets which is materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents unless such judgement, award or decision is stayed pending appeal without the necessity for the Borrower to provide any security in connection therewith;

Enforceability of Encumbrance: any encumbrance over any assets of the Borrower (other than pursuant to the Blue Mill Facility Agreement and the security thereunder) securing an indebtedness of not less than EUR 100,000 becomes enforceable;

Execution or Distress: any execution (Zwangsvollstreckung) or distress (Beschlagnahme) is levied against, or an encumbrancer takes possession of the whole, or any material part of the assets of the Borrower or any event which under the laws of any jurisdiction has a similar effect is not discharged within thirty (30) days;

Insurances: Subject to Clause 22.6.2 (Changes to Insurance Programme), the Borrower fails to maintain the insurances pursuant to the provisions of Clause 22 (Insurances);

Destruction of Project: the Project or any substantial part thereof is destroyed or damaged in a manner which is not covered in full by proceeds of insurance, (excluding any agreed deductibles);

Material Adverse Change: any event or circumstance (or series of events or circumstances) occurs which has a Material Adverse Effect;

Force Majeure: an Event of Force Majeure occurs or a series of Events of Force Majeure occur the effects of which continue (on an aggregated basis) for a period of 230 days under the EPC-Contract.

Registration of Capital Increase: (i) the Borrower has failed to produce within four (4) Business Days from receipt by it and the notary (who, in accordance with Clause 2.4.1 of the Shareholders’ Undertaking Agreement has certified the capital increase) of a written confirmation by the Agent that the Shareholder Contributions have been credited to the Disbursement Account, the confirmation by the notary required as proof thereof that the registration of the EUR 15,000,000 has been sent to the commercial register, or (ii) the registration of the capital increase has been revoked by the Shareholders.

Acceleration and Cancellation

Upon the occurrence of an Event of Default and at any time thereafter while such Event of Default is continuing, the Agent may and shall upon the direction of the Combined Majority Lenders and the Majority Lenders by notice to the Borrower:

declare all or any part of the Advances to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the Borrower under the Financing Documents);

declare that any unutilised portion of the Facility will be cancelled, whereupon the Lenders’ undrawn Commitments shall be cancelled and each Lender’s undrawn Commitment will be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.10 (Insolvency and Rescheduling), 23.1.11 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or