REVOLVING CREDIT FACILITY AGREEMENT

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(1)

D&Z HOLDING GMBH, a limited liability company incorporated under the laws of the Federal Republic of Germany ( Gesellschaft mit beschränkter Haftung ), having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register ( Amtsgericht ) of Jena, number HRB 210435 (the “ Parent ”);

(2)

ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH , a limited liability company incorporated under the laws of the Federal Republic of Germany (Gesellschaft mit beschränkter Haftung,) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register ( Amtsgericht ) of Jena, number HRB 209855 (the “ Original Borrower ” or “ ZPR ”);

(3)

D&Z BETEILIGUNGS GMBH , a limited liability company incorporated under the laws of the Federal Republic of Germany ( Gesellschaft mit beschränkter Haftung ) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register ( Amtsgericht ) of Jena, number HRB 210443, an Original Guarantor or (“ D&Z Beteiligung ”);

(4)

ZPR LOGISTIK GMBH, a limited liability company incorporated under the laws of the Federal Republic of Germany ( Gesellschaft mit beschränkter Haftung ) having its registered seat at Hauptstrasse 16, 07366 Blankenstein, Federal Republic of Germany and registered in the commercial register ( Amtsgericht ) of Jena, number HRB 207851, an Original Guarantor or (“ ZPR Logistik ”);

(5)

BAYERISCHE HYPO-UND VEREINSBANK AG , having its office at Arabellastrasse 14, 81925 Munich, Federal Republic of Germany and registered in the commercial register ( Amtsgericht ) of Munich, number HRB 42148 (the “ Arranger ”) or “ HVB” ;

(6)

BAYERISCHE HYPO-UND VEREINSBANK AG (the “ Agent ” and “ Security Agent ”);

(7)

BAYERISCHE HYPO-UND VEREINSBANK AG (the “ Original Lender ”); and

(8)

BAYERISCHE HYPO UND VEREINSBANK AG as issuing bank (the “ Issuing Bank ”).

(A)

ZPR was established on 2 ^nd January 2008 as a result of a merger between Zellstoff und Papierfabrik Rosenthal GmbH & Co KG and ZPR Geschäftsführungs GmbH.

(B)

ZPR operates an ISO 9002 certified pulp mill for the production of northern bleached softwood kraft pulp located in Blankenstein, Thüringen, Federal Republic of Germany which has been financed through certain credit facilities.

(C)

The Existing Indebtedness (as defined below) will be discharged ( erfüllt ) through the Refinancing (as defined below).

(D)

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

(E)

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

1

Definitions and interpretation

1.1

Definitions

In this Agreement:

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

“ Additional Cost Rate ” has the meaning given to it in Schedule 4 ( Mandatory Cost Formulae );

“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with clause 27 ( Changes to the Obligors );

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

“ Assignment and Assumption Certificate ” means a certificate substantially in the form set out in Schedule 5 ( Form of Assignment and Assumption Certificate ) or any other form agreed between the Agent and the Borrower;

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“ Availability Period ” means the period from and including the date of this Agreement to and including the date falling one month before the Termination Date;

“ Available Cash ” means all cash, cash equivalents and securities held by any member of the ZPR Group (other than the Borrower) on the date of execution of this Revolving Credit Facility Agreement whether in the Shareholder Distribution Account or otherwise;

“ Available Commitment ” means a Lender’s Commitment minus:

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Utilisation or Unpaid Sum to the last day of the current Interest Period in respect of that Utilisation or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

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

(a)

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

(b)

(in relation to any date for payment or purchase of EURO) any TARGET Day;

(a)

the Ultimate Parent ceases to Control the Parent;

(b)

the Ultimate Parent ceases to Control the Borrower; or

(c)

any other person or group of persons acting in concert gains direct or indirect Control of the Parent and the Borrower (or any of them);

(a)

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

(b)

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

(a)

cast, or control the casting of, 51 per cent or more of the maximum number of votes that might be cast at a general meeting of such body corporate or another entity; or

(b)

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

(c)

give directions with respect to the operating and financial policies of such body corporate or another entity with which the partners, directors, management board members, or other equivalent officers of such body corporate are obliged to comply; and/or

(a)

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

(a)

in respect of any loss or liability suffered or incurred by that person as a result of or in connection with any violation of Environmental Law; or

(b)

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

(a)

any release, discharge, emission, leakage or spillage of any Dangerous Substance at or from any site owned, leased, occupied or used by any member of the ZPR Group into any part of the Environment; or

(b)

any accident, fire, explosion or sudden event at any site owned, leased, occupied or used by any member of the ZPR Group which is directly or indirectly caused by or attributable to any Dangerous Substance; or

(c)

any other pollution of the Environment;

(a)

the applicable Screen Rate; or

(b)

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

(a)

this Agreement;

(b)

the ECA Loan Agreement;

(c)

an Assignment and Assumption Certificate;

(d)

a Bank Guarantee;

(e)

each Fee Letter;

(f)

each Hedging Agreement;

(g)

the Hedging Strategy Letter;

(h)

each Security Document;

(i)

the Security Pooling Agreement;

(j)

the Shareholders’ Undertaking Agreement; and

(k)

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

(a)

moneys borrowed;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(a)

each sum paid, or due and payable, by the Issuing Bank to the beneficiary of a Bank Guarantee pursuant to the terms of that Bank Guarantee; and

(b)

all liabilities, costs (including any costs incurred in funding any amount which falls due from the Issuing Bank under a Bank Guarantee), claims, losses and expenses which the Issuing Bank incurs or sustains in connection with or arising out of a Bank Guarantee,

(a)

any Original Lender; and

(b)

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

(a)

the applicable Screen Rate; or

(b)

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

(a)

until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 66 ² / ₃ per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero and there are no Utilisations then outstanding, aggregated more than 66 ² / ₃ per cent of the Total Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Utilisations then outstanding aggregate more than 66 ² / ₃ per cent of all the Utilisations then outstanding;

(a)

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

(b)

the validity or enforceability of the Finance Documents;

(a)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)

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

(a)

any marketing sales fees in respect of pulp sales payable by the Borrower to the Ultimate Parent in accordance with the Management Fee Agreement (in its form at the date of this Agreement); and

(b)

any other operating cost and expenses reasonably incurred in the ordinary course of business;

(a)

any Permitted Security except to the extent the principal amount secured by that Security exceeds the amount stated in part B of Schedule 9 ( Existing Security );

(b)

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

(c)

any Security arising by operation of any retention of title agreement entered into in the ordinary course of trading;

(d)

any Security over assets in connection with operating lease agreements having, when taken together with any Permitted Security set out in paragraph (a) above, an aggregate contract value of EUR 10,000,000 at any time;

(e)

any Security over or affecting any asset acquired by a member of the ZPR Group after the date of this Agreement if:

(f)

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

(g)

any Transaction Security; or

(h)

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

“ Permitted Indebtedness ” means any:

(a)

any Existing Indebtedness set out in part B of Schedule 10 ( Existing Indebtedness );

(b)

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

(c)

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

(d)

Financial Indebtedness incurred as Subordinated Liabilities by the Borrower, or if made available to any other Obligor than the Borrower, to the extent on-lent or otherwise passed on to the Borrower, which is legally and structurally subordinated to any liabilities (including contingent liabilities) of the Borrower and the relevant Obligor under the Finance Documents in accordance with the Shareholders’ Undertaking Agreement;

(e)

Financial Indebtedness incurred by the Borrower in the ordinary course of business which does not exceed, when taken together with any Existing Indebtedness set out in paragraph (a) above, in aggregate, EUR 20,000,000 (or the equivalent in any other currency) at any time;

(f)

any other Financial Indebtedness permitted by the Majority Lenders from time to time; and

(g)

any Financial Indebtedness the principal amount of which does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) at any time

(a)

the Refinancing;

(b)

any transaction contemplated by the Fiscal Unity Agreements;

(c)

transactions (other than the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; and

(d)

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

(a)

(if the currency is EURO) two TARGET Days before the first day of that period; or

(b)

(for any other currency) two Business Days before the first day of that period,

(i)

cash on hand of the Borrower; and

(j)

a draw down under the Facility (as defined below) of not more than EUR 15,000,000;

(a)

made or to be made on the same day that (i) a maturing Loan is due to be repaid or (ii) the Borrower is obliged to pay to the Agent for the Issuing Bank the amount of any claim under a Bank Guarantee;

(b)

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

(c)

in the same currency as (i) the maturing Loan (unless it arose as a result of the operation of clause Error! Reference source not found. ( Unavailability of a currency ) or (ii) the claim under the Bank Guarantee; and

(d)

made or to be made to the Borrower for the purpose of (i) refinancing a maturing Loan or (ii) satisfying the obligations of the Borrower to pay the amount of a claim under the Bank Guarantee to the Agent for the Issuing Bank;

(a)

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(b)

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

(a)

German law global assignment agreement ( Globalzession ) between the Borrower and the Security Agent;

(b)

German law transfer of assets by way of security ( Raumsicherungsübereignung ) between the Borrower and the Security Agent;

(c)

German law pledge of bank accounts ( Kontenverpfändung ) between the Borrower and the Security Agent; and

(d)

German law pledge of claims under the Hedging Agreements ( Verpfändung ) between the Borrower and the Security Agent; and

(e)

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

(a)

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

(b)

the shareholder agreement in the agreed form for the aggregate amount of USD 150,000,000 entered into on February 9, 2005 between D&Z Beteiligung as lender and ZPRG as the borrower; and

(c)

the shareholder agreement in the agreed form for the aggregate amount of USD 150,000,000 entered into on February 9, 2005 between ZPRG as lender and ZPR KG as the borrower;

(a)

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

(b)

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

1.2

Construction

1.2.1

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

(r)

“ pay ”, “ prepay ” or “ repay ” in clause 24 ( General undertakings ) includes by way of set-off, combination of accounts or otherwise;

(s)

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

(t)

“ promptly ” means unverzüglich ;

(u)

a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(v)

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

(w)

the “ share capital ” of a company includes in the case of a partnership, partnership interests and in any case includes any equity or other ownership interest;

(x)

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

(y)

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

(z)

references (i) to the “ winding up ”, “ dissolution ”, or “ administration ” of a person or (ii) to a “ receiver ” or “ administrative receiver ” in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrence of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(aa)

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

(bb)

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

(ii)

withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Bank Guarantee until no amount is or may be outstanding under that Bank Guarantee; and

(iii)

the Borrower has executed a security document, in form and substance satisfactory to the Agent or the Finance Party with which that account is held, creating a first ranking security interest over that account;

1.2.2

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

1.2.3

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.4

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

1.2.5

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

1.3

Language

This Agreement is made in the English language. The English language version of this Agreement shall prevail over any translation of this Agreement, save for where a German translation of a word or phrase appears in the text of this Agreement, in which case the German translation of such word or phrase shall prevail.

1.4

Shareholder Distribution Account

Notwithstanding any provision of this Agreement or any other Security Document to the contrary, each Obligor, the Agent and the Lenders agree that:

1.4.1

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

1.4.2

nothing herein or in any Security Document shall restrict, prohibit or otherwise limit the Borrower from paying, disbursing or transmitting all or parts of any moneys or assets in the Shareholder Distribution Account or any other Available Cash in its sole discretion from time to time and at any time; and

1.4.3

in the event of any conflict or inconsistency between this Agreement and the Security Documents as regards the Shareholder Distribution Account or any other Available Cash, the provisions of this Agreement shall take precedence and govern for all purposes.

2

The Facility

2.1

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility in an aggregate amount equal to the Total Commitments.

2.2

Finance Parties’ rights and obligations

2.2.1

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents ( Ausschuß der Gesamtschuldnerischen Haftung ).

2.2.2

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

2.2.3

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

2.3

Obligors’ Agent

2.3.1

Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Letter irrevocably appoints and authorises ( bevollmächtigt ) the Borrower, and each German Obligor (other than the Borrower) hereby releases the Borrower from the restrictions of Section 181 of the German Civil Code ( BGB ):

2.3.2

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

purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3

Purpose

3.1

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility:

3.1.1

towards the financing of its working capital requirements; and

3.1.2

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

3.2

Monitoring

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

4

Conditions of Utilisation

4.1

Initial conditions precedent

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

4.2

Further conditions precedent

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

4.2.1

in the case of a Rollover Utilisation, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

4.2.2

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

4.3

Maximum number of Utilisation

4.3.1

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Loans would be outstanding.

5

Utilisation - Loans

5.1

Delivery of a Utilisation Request for Loans

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

5.2

Completion of a Utilisation Request for Loans

5.2.1

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

5.3

Currency and amount

5.3.1

The currency specified in a Utilisation Request must be Euro

5.3.2

The amount of the proposed Loan must be:

5.4

Lenders’ participation

5.4.1

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

5.4.2

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.4.3

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

5.4.4

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