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Exhibit 10-20
FINAL VERSION 5.2 / 24.05.2002
NON-BINDING ENGLISH TRANSLATION
LOAN AGREEMENT OVER 7.600.000,00 EUR
for the rehabilitation of a waste dump
b e t w e e n
ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH & CO. KG, BLANKENSTEIN A. D. SAALE
(hereinafter ,,debtor")
a n d
BAYERISCHE HYPO- UND VEREINSBANK AG
(hereinafter ,,creditor")
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<Table>
<Caption>
Contents:
<s> <c> <c>
1. definitions 4
2. amount of loan 6
3. purpose 6
4. availment 6
5. conditions of payment 6
6. interest 8
7. term, repayment 8
8. interest period 9
9. advance repayment 9
10. increased cost 10
11. payments 10
12. collateral, right of bank to further collateral 10
13. representations and warranties, conditions, termination 10
14. delay with payments 12
15. transfer 12
16. commitment interest 12
17. fees 13
18. expenses 13
19. effective date 13
20. escape clause 13
21. applicable law, venue 13
22. standard banking terms 13
23. requirement of written form 13
24. law against money laundering 13
25. communication 13
26. copies 14
</Table>
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PREAMBLE
The debtor is a limited partnership under German law (GmbH & Co. KG)
incorporated on 31.12.1997 with Spezialpapierfabrik Blankenstein GmbH as
personally liable partner and ZPR Beteiligungs GmbH as only limited partner.
Sole purpose the debtor's business operation is the construction and
operation of a pulp and paper mill in Blankenstein / Saale (hereinafter "pulp
mill").
The debtor concluded on 06.07.1998 with Bayerische Hypotheken- und
Wechsel-Bank AG and Bayerische Vereinsbank AG a project loan agreement
amounting to 508.000.000,00 DM for the financing of construction and
operation of the pulp mill, the last change of which was agreed by amendment
agreement number 4 (hereinafter "project loan agreement"). The parties listed
on the signing page of amendment agreement number 4 to the project loan
agreement have joined the project loan agreement as creditors.
The debtor now intends to rehabilitate a waste dump located on his factory
premises and forming part of the business operation (hereinafter
"facilities") according to requirements by the competent authorities at an
anticipated maximum cost of 8.000.000,00 EUR (eight million euro) dispose of
the contents of the waste dump and clear the waste dump for disposal of new
waste from the operation of the pulp mill (hereinafter "project").
Construction is planed to begin in May 2002.
It is planed to finish the project with respect to the use of at least major
parts of the waste dump until 01.06.2003. Recultivation of the facilities is
anticipated to be finished until 31.10.2003.
The anticipated period of use for the waste dump is 12 years.
The bank is prepared to provide to the debtor for the purpose of financing
the project a loan amounting to 7.600.000,00 EUR under the terms and
conditions of this agreement.
The debtor as well as the guarantors of the project loan agreement (as
defined in the project loan agreement) have agreed into the conclusion of
this agreement.
Based hereon the parties agree as follows:
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1. DEFINITIONS
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inherited environmental liabilities substances or remainders of substances on the premises
of the facilities which could lead to the coming into
existence or assertion of further claims by thirds
which were not enforceable by the time of conclusion
of this agreement and are not provided for in the
financial plan, or which could lead to claims or
conditions set by thirds including authorities;
facilities waste disposal operated on the premises of the debtor
and operated by the debtor to dispose of waste from
the production process, in particular chalk, ashes and
household waste;
conditions for payments The conditions set under item 5 of this agreement for
payments made by the creditor to the debtor;
payment period The period between conclusion of this agreement until
30. November 2003;
bank Bayerische Hypo- und Vereinsbank AG, Munich
bank working day A day on which banks in Munich are open and on which
payments can be made over TARGET (Trans-European
Automated Real-Time Gross Settlement Express Transfer)
construction period The period between the beginning of construction works
until completion
planning costs The costs for planning and controlling of the
construction of the facilities amounting to
approximately 500.000,00 EUR
operation period Period after the completion date
final due date Is defined as the date when all amounts payable by the
debtor under this agreement have to be repaid, agreed
to be the 30. September 2013
EURIBOR EURIBOR means the average per annum-interest-rate
which is fixed based on the quotes of leading banks at
European Interbank Euro market for Euro loans
for a period which corresponds with the
applicable fixed interest period and which is
published two bank working days before the beginning
of any fixed interest period at 11:00 o'clock
Brussels time on page 248 Bridge Telerate Service
</Table>
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5
<Table>
Should the respective Interbank rate not be
published on this day the Interbank rate is
calculated for the respective interest period
as the arithmetic average of interest rates p. a.,
which have been forwarded to the bank at 11:00
o'clock Munich time two banking days before the
first day of the respective fixed interest period by
three German major banks for loans by major banks
amounting to the respective Euro amount for the
respective interest period. Should the bank only
receive two quotes by major banks the Interbank rate
will be forwarded on the basis of the two quotes. If
a minimum of two quotes is not available the interest
rate will be calculated by adding the margin according
to item 6.2 of this agreement and the actual
refinancing costs of the bank for amounts corresponding
to the amount, currency and interest period of the
respective availment of the loan;
completion date The day on which the project should be completed
under the terms of the general construction
agreement and which is fixed for the purpose of
this agreement to be the 31. October 2003;
financing plan Plan showing the raising and employment of funds by
the debtor regarding the project according to annex 3
general contractor Bidding partners for the waste disposal Arlasgrund
with joint liability, consisting of (i) ecosoil
Sanierung GmbH, Bottrop, and (ii) ABS Anhaltinische
Braunkohlesanierungs- gesellschaft mbH, both as
successors of HOCHTIEF Umwelt GmbH, Schkeuditz;
general contractor costs The costs of the involvement of the general
contractor (excluding VAT on invoices of the general
contractor) amounting to approximately 7.100.000,00 EUR
general contracting agreement Agreement between the debtor and the general
contractor on the construction of the facilities by
the general contractor
loan The loan provided to the debtor under this agreement
amounting to 7.600.000,00 EUR
</Table>
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<Table>
debtor Zellstoff- und Papierfabrik Rosenthal GmbH & Co. KG,
Blankenstein an der Saale
project has the meaning as defined in the project loan
agreement
project loan agreement The agreement of 06. July 1998 between the debtor and
Bayerische Hypotheken- und Wechselbank AG and
Bayerische Vereinsbank AG amounting to 508.000.000,00
DEM regarding financing of the construction and
operation of the pulp mill, last changed by amendment
agreement No 4
project The rehabilitation and reconstruction of the
facilities for further waste disposal
payment request Irrevocable request by the debtor according to annex 1
in which the debtor requests payment of the loan (or
parts of the loan) from the bank
</Table>
2. LOAN AMOUNT
The bank, under the terms of this agreement, provides to the debtor a cash loan
amounting to a total of 7.600.000,00 EUR (in words: Euro
sevenmillionsixhundredthousand) exclusively meant for the financing of the
project.
3. PURPOSE OF THE LOAN
3.1 The loan provided under item 2 has the exclusive purpose of financing
the project; it is assumed that (i) part of 7.100.000,00 EUR of the
loan will be used to pay the general contractor costs, commitment
interest and charges and (ii) a further amount of 500.000,00 EUR to pay
the construction planning costs.
3.2 Unregarded of the obligations of the debtor under item 13.2.1a) the
bank does not have the obligation to control the use of the funds by
the debtor.
4. AVAILMENT
4.1 The debtor may request payment of the loan within the payment period,
earliest 5 bank working days after fulfilment of all conditions under
item 5. Fulfilment of the payment conditions has to be confirmed by the
bank in written form to the debtor.
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7
4.2. A payment request may not be revoked and constitutes an obligation of
the debtor to accept payment.
4.3 Amounts which have not been requested for payment within the payment
period are cancelled and may not be requested any further.
4.4 The payment of all loan amounts under this agreement will be effected
to the revenue account of the debtor (as defined in the project loan
agreement).
4.5 The debtor will provide equity according to the financing plan in
annex 3 pro rata to the availment of the loan under this agreement.
5. PAYMENT CONDITIONS
The payment of the loan to the debtor will be effected under the condition to
the following documents or confirmations have been presented or given proof of,
which documents have to be in accordance with the requirements of the bank.
5.1 Conditions for the availment of the loan
Before availment of the loan the following documents have to be
presented to the bank and the following conditions have to be fulfilled
to the satisfaction of the bank:
5.1.1 A copy of the current statute and register excerpt of the debtor
confirmed by one of the managing directors of the debtor as being
identical with the original as well as shareholder resolutions
regarding the project (including this agreement) in the version valid
on the day of conclusion of this agreement;
5.1.2 Copies certified by a managing director of the debtor to be identical
with the original of concluded agreements respectively drafts of
important agreements to be concluded regarding the project with terms
acceptable for the bank; in particular the bank has to be provided a
binding offer of the general contractor to conclude a general
contracting agreement as well as a draft of the general contracting
agreement (including annexes), not exceeding an amount of 7.100.000,00
EUR and providing for a completion date 30. November 2003 the latest,
as well as providing for standard contractual penalties and guaranties;
5.1.3 Certified annual account of the debtor as of the end of last business
year before payment of the loan. Should the period between the end of
the last business year and payment of the loan be longer than 5 months
the debtor has to provide appropriate interim information on his
financial situation and profits according to the terms of the project
loan agreement.
5.1.4 Presentation of an environmental and construction permit (planning
decree of Thuringer administrative authority of 18. May 1999)
containing all necessary permits for construction and operation of the
facilities;
5.1.5 Presentation of a confirmation by the general contractor under ss. 48b
German income tax act releasing the debtor from the obligation to pay
construction tax deduction under ss.ss. 48 subsequent German income tax
act to the tax authority competent for the general contractor;
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5.1.6 Expertise acceptable for the bank on tests regarding the content of the
waste disposal including results of the analyses by an independent
research institute;
5.1.7 Consent of the debtors and guarantors of the project loan agreement (as
agreed there in) to the conclusion of this agreement;
5.1.8 The debtor has confirmed towards the bank that, to his best knowledge,
a) at no time substances have been disposed of, stored, kept,
treated, brought in or out, transported, processed, produced,
used, collected, sorted or produced on the facilities which could
be considered as inherited environmental liabilities or which
could reasonably lead to the assumption that they could be
considered as inherited environmental liabilities by the
competent authorities or courts;
b) neither against the debtor nor any possessor of premises of the
debtor claims based on environmental charges have been raised or
threatened, if such claims can reasonably considered to have a
negative impact on the ability of the debtor to fulfil his
obligations under this agreement. Accordingly no environmental
claims have been raised against members of the debtors management
(in this capacity) according to the loan agreement.
5.2 Further conditions for payment requests
Any availment of the loan under this agreement furthermore requires
fulfilment of the following conditions to the satisfaction of the bank:
5.2.1 The statements and guaranties made under item 13 are true at the time
of payment, the debtor fulfils the requirements under item 13 and a
reason for termination under item 13 does not exist.
5.2.2 The bank has received a complete and signed payment request according
to item 3 until 11:00 o'clock Munich time on the third bank working day
before availment the latest;
5.2.3 The agreements substantial for the project and provided to the bank
according to item 13.2.1b) have been validly signed and are
substantially in accordance with the drafts provided to the bank
according to item 5.1.2 and have terms satisfactory for the bank;
5.2.4 The amount to be paid out does not, if added with amounts paid out
earlier, exceed the total amount of the loan under item 2.
5.3 Further conditions for the availment for financing of the general
contractor costs the bank has to be provided with a copy of the invoice
of the general contractor according to the payment plan covering the
amounts payable by the debtor to the general contractor under the
general contracting agreement together with the request for payment.
The availment may not exceed the amount of the respective invoices.
This does not apply for the availment for the purpose of payments on
commitment interest according to item 16 and fees according to item 17.
5.4 Further conditions for the availment of the loan for the financing of
construction planning costs
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a) The debtor may only request a payment to finance construction planning
costs once to the end of each calendar month
b) In this case the debtor has, together with the request for payment,
inform the bank on construction planning costs since the last request
for payment for this purpose.
6. INTEREST
6.1 Dates for the calculation of interest are 31. March and 30. September
of each calendar year. Interest is payable at the end of each fixed
interest term.
6.2 Payments on the loan before the first due date for repayment are
subject to interest for the term of the availment (i.) with the
respective EURIBOR interest rate for one month, two months, three
months, five months or six months and in addition (ii) a margin of 4.5
% p. a.
Should the term of the interest period end in-between two EURIBOR
standard monthly terms the interest rate is calculated based on the
weighed average.
6.3 The interest rate on the loan is (i) the six months EURIBOR and in
addition (ii) a margin of 4.5 % p. a. starting with the first
repayment date.
6.4 Should the last day of an interest term not be a bank working day the
interest term ends on the following bank working day, except if this
day falls into the following calendar month. In this case the interest
term ends on the previous bank working day.
6.5 Interest is calculated on the basis of the Euro interest calculation
method based on a 360 day year (365/360 respectively 366/360 days).
7. TERM, REPAYMENT
7.1 The loan has a term of 11 years and is repayable at the end of this
term.
7.2 The loan is repayable according to the repayment schedule enclosed as
annex 2 to this agreement.
7.3 The debtor accepts the obligation to make repayments only from funds
which he is free to dispose off after payment of all liabilities which
are mentioned under article 20.2 (a) (i) - (iv) of the project loan
agreement and liabilities which have priority to obligations of the
debtor under this agreement. The debtor accepts the obligation to make
all payments under this agreement with priority to all payments related
to shareholder loans.
7.4 Amounts of the loan paid out under this agreement and repaid to the
creditor may not be requested for payment to the debtor again.
8. INTEREST PERIOD
8.1 Before the first repayment date interest periods have a flexible term
of a minimum of one month and a maximum of six months; they end at the
next following interest calculation date according to item 6.1 of
this agreement in any case. At the interest calculation dates
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under item 6.1 of this agreement all open amounts under the loan
agreement will be consolidated and considered as one amount. The
interest period for this consolidated amount will generally be six
months.
8.2 From the first repayment date the term of the interest period is
generally six months.
8.3 The first interest period relating to amounts paid out under the loan
agreement begins with the respective payment date. Each following
interest period begins immediately after the term of the previous
interest period.
8.4 Should an interest period for an amount paid out before 31. March 2004
end after 31. March 2004 it will in any case end with 31. March 2004.
From this date all open amounts under the loan agreement will be
consolidated and considered to be one amount.
8.5 All interest periods end with the final due date.
9. ADVANCE REPAYMENT
9.1 The debtor has the right to deliberately make advance repayments
(hereinafter "advance repayments") under the loan agreement. Advance
repayments have to be made to the end of an interest period and have to
be announced to the bank at least 14 bank working days before repayment
in written form. They will be settled with the last due ordinary
repayment rate under the credit agreement.
9.2 Advance repayments have to be at least at an amount of 50.000,00 EUR
or any full multiple of this amount.
10. INCREASED COST
10.1 Should for reason of changes of the law, changes of directives, decrees
or orders of the bank control authority regarding minimum reserve,
minimum liquidity or equity the cost of the bank to maintain its loan
increase or should the margin actually realised under this agreement be
reduced ("additional cost") the bank has the right, after informing the
debtor, to demand payment of the amount of additional cost from the
debtor. The information to the debtor has to contain the calculated
amount of additional cost, the date on which or from which the
additional cost has occurred as well as the reason for the additional
cost. The bank does not have the obligation to forward confidential
information or information which may allow conclusions concerning the
organisation of the bank or of its holding.
10.2 The debtor has to reimburse the bank for the additional cost as given
proof of within 10 days after receipt of the information by the bank.
11. PAYMENTS
11.1 The debtor will make all payments under this loan agreement without
request to an account named by the bank with the right availability
date and effective in the respective currency as agreed.
11.2 Should a due date not be a bank working day the payment has to be made
on the next following working day except if this day falls into the
next calendar month. In this case the payment is due on the last
previous bank working day before the due date.
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12. COLLATERAL, RIGHT OF BANK TO FURTHER COLLATERAL
12.1 The loan is preliminary granted without collateral.
12.2 Should the risk evaluation of the bank for its claims under this
agreement change within the term of this agreement the bank may, if the
project loan agreement has been totally or in substantial parts repaid
at such time, make use of its right under item 13 subitem 2 of its
standard terms to demand from the debtor additional collateral within a
delay of at least 14 bank working days.
13. REPRESENTATIONS AND WARRANTIES, CONDITIONS, TERMINATION
13.1 General
Generally article 18 (representations and warranties) and article 22
(termination) of the project loan agreement in their respective version
apply to this agreement. This also applies for the case that the debtor
has repaid the project loan before the final due date under this loan
agreement or the project loan agreement should be void or invalid for
other reasons; in this case the respective terms apply in the last
valid version of the project loan agreement. Should the articles of the
project loan agreement referred to relate to the project according to
the project loan agreement they have to be interpreted, for the
purposes of this agreement, as referring to (i) the project according
to the project loan agreement as well as (ii) the project under this
agreement.
13.2 Requirements
13.2.1 The debtor has to fulfil the following requirements:
a) The debtor has to use the amounts made available to him under the loan
agreement immediately after payment to the account named under item 4.4
exclusively for payment as provided for in item 3 of this agreement.
b) The debtor will provide the bank immediately after signature with a
copy of such agreements validly signed and of substantial interest for
the project as defined in item 5.1.2, such copy to be certified by a
managing director of the debtor to be identical to the original;
c) The debtor will provide to the bank, during the constructing period,
a monthly report as requested by the bank on the progress of the
project, containing information on the construction progress,
compliance with agreed dates, construction costs, expected payments
for the following month, current operational cost as well as all
extraordinary incidences regarding the project in the previous month.
All extraordinary incidences as well as material problems regarding
the construction have to be reported to bank immediately. Also the
solution of any problems, costs of such solution, time needed as well
as other consequences regarding the future operation of the facilities
have to be explained. The bank has the right to demand changes to the
report needed by the bank if such changes can reasonably expected.
d) The debtor will provide, in the operational phase, provide to the bank
a quarterly report (due together with the reports provided for under
article 19.1 (a) of the project loan
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agreement) designed to satisfy the needs of the bank on the
performance, readiness to use, technical availability of the
facilities, operational cost as well as all extraordinary incidences
of the previous quarter. All extraordinary incidences as well as major
technical problems have to be reported to the bank immediately, at a
maximum of one week after their occurrence. Also the solution of any
problem, cost of such solution, time needed as well as other
consequences for the operation of the facilities have to be reported.
The bank has the right to demand changes to the report needed by the
bank if such changes can reasonably expected.
e) The debtor will provide the bank with documentation from the general
contractor on the correct disposal of the contents of the waste dump
according to the general contractor agreement.
f) The debtor has the obligation to admit the bank to its operational
premises at any time.
g) The debtor has the obligation to report to the bank immediately any
discovery or any suspicion regarding the existence of inherited
environmental charges on the premises of facilities as well as any
costs exceeding the amounts to be invested under the financing plan.
h) The debtor has the obligation to cover all exceeding costs according to
item 13.2.1 (g) using equity or his cash flow.
i) The debtor will implement the project as planned and will fulfil all
agreements regarding the project.
j) The debtor will run the facilities according to generally accepted
rules.
k) The debtor will maintain all permits and other immaterial rights
necessary for the construction and operation of the facilities.
l) The debtor accepts the obligation to use the facilities only for the
disposal of his own waste from the operation of the project and not to
store waste for third parties.
m) The debtor will, on request, provide the bank with adequate proof
regarding the use of the amounts agreed under this loan agreement as
well as proof of the equity funds used for the project according to the
financing plan enclosed as annex 3.
13.2.2 In addition to the terms of article 22 (termination) of the project
loan agreement the bank has the right to demand repayment of the loan if
a) the debtor is in delay with any payment under this agreement, be it
repayment or interest, and payment is not made within 7 bank working
days after delay has occurred, or if (ii) the debtor is in delay with
any other payments and such payments are not made within 5 bank working
days after a reminder;
b) the debtor is in delay with any payment under the project loan
agreement and such payment is not made within the delays provided for
under article 22.1 (a) of the project loan agreement.
14. DELAY WITH PAYMENT
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In case of delay of the debtor with any payments under this agreement the bank
has the right to charge a delay interest rate amounting to the base interest
rate (Basiszinssatz) plus 6 % p. a. for the period from the beginning of the
delay until receipt of the open amount. The claim for further damages is
unaffected; the debtor may give proof of a lower amount of damages.
15. TRANSFER
15.1 The debtor may not transfer any rights or claims under this agreement
to thirds.
15.2 The bank may grant sub participations to members of the European System
of Central Banks, banks, financial services companies, finance
companies, assurance companies, capital collecting entities, trusts,
pension trusts, public pension funds and comparable institutions,
considering generally accepted banking standards. The bank may in
particular implement such transfer for purposes of risk sharing,
optimising equity or refinancing. The debtor hereby waives his right to
banking secrecy, limited to the mentioned purposes.
16. COMMITMENT INTEREST
16.1 Commitment interest on the amounts of the loan which have not been paid
out is 0.5 % p. a. Commitment interest will be calculated exactly based
on a 360 day year. Commitment interest is calculated as of 30. March
and 30. September of any calendar year for the previous six months.
16.2 Commitment interest may be paid from amounts provided for construction
costs under this agreement.
17. FEES
17.1 The bank is entitled to a fee for structuring and fees for
documentation according to a separate agreement, payable with the
signature of this agreement.
17.2 The fees may be paid from the first amount paid out under this loan
agreement.
18. EXPENSES
The debtor has to reimburse to the bank all costs and other charges incurred by
the bank in connection with the negotiation, conclusion and execution of this
agreement or claims by thirds related hereto (in particular external lawyer
fees, consulting fees, accounting fees). Furthermore the debtor has to pay all
expenses according to item 12 subparagraph 5 of the standard banking terms of
the bank.
19. EFFECTIVE DATE
This loan agreement will be effective on the day of signature.
20. ESCAPE CLAUSE
20.1 Should any provision of this agreement be held wholly or in part
invalid or unenforceable, the validity or enforceability of the other
parts shall not be affected thereby. The invalid or unenforceable
provision shall be deemed replaced by such valid and enforceable
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provision which serves best the economic interest of the contract
parties originally pursued by the invalid or unenforceable provision.
20.2 Should, after conclusion of this agreement, amendments be necessary
regarding new facts, such amendments have to be in accordance with the
aims and purposes of this agreement.
21. APPLICABLE LAW, VENUE
This agreement is subject to German Law. Venue and place of delivery is agreed
to be Munich.
22. STANDARD BANKING TERMS
In addition to this agreement, standard banking terms as provided to the debtor
on the day of signature apply.
23. REQUIREMENT OF WRITTEN FORM
No side agreements have been made. Modifications of this loan agreement require
written form. This also applies to any waiver of the requirement of written
form.
24. LAW AGAINST MONEY LAUNDERING
The debtors hereby confirms towards the bank that the loan is only used for the
own account of the debtor and that the debtor is economically the exclusive
holder of the title as provided for under paragraph 8 of the law against money
laundering.
25. COMMUNICATION
Information regarding this loan agreement has to be addressed to:
25.1 debtor:
Zellstoff- und Papierfabrik Rosenthal GmbH & Co. KG
Hauptstra(beta)e 16
07366 Blankenstein (Saale)
Hr. Nossol
Telefax: 036642 822 70
25.2 bank:
Bayerische Hypo- und Vereinsbank AG
Global Project Finance / FPA1
Am Tucherpark 1
80538 Munchen
Hr. Baier
Telefax: 089 378 41 518
cc Telefax: 089 378 26162
26. COPIES
This agreement is executed in two originally signed copies. Each of these copies
is regarded as an original.
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for Zellstoff- und Papierfabrik Rosenthal GmbH & Co. KG:
Blankenstein, 27. May 2002
............................... .............................
name: name:
function: Managing Director function: Managing Director
for Bayerische Hypo- und Vereinsbank AG:
Munich, 24. May 2002
............................... .............................
name: Thomas Baier name: Marc Thumecke
function: Project Manager FPA 1 Industries function: L/FPA 1 Industries
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ANNEX 1
EXAMPLE PAYMENT REQUEST
[letterhead ZPR]
Bayerische Hypo- und Vereinsbank AG
Global Project and Asset Finance / FPA 1
to the att. of Mr. Baier
Blankenstein, [date]
CONTRACT OF 27. MAY 2002 REGARDING FINANCING OF A WASTE DUMP TO AMOUNT OF
7.600.000,00 EUR
Dear Sirs,
We refer to the above mentioned loan agreement and make use of the credit you
granted us as follows
amount:
date of payment:
We confirm that the conditions of payment according to item 5 of the loan
agreement are satisfied and assure that the declaration according to item 5.1.8
of the loan agreement regarding to the circumstances at the time of this payment
request are true that we fulfilled the mentioned obligations in every respect
according to item 13 of the loan agreement and that no reason for termination
respectively resignation according to item 13 of the loan agreement is given.
The loan funds, which we herewith make use of, are destined for financing of
(the general contractor agreement and/or planning construction costs and/or
provisions and/or fees) according annex.
Yours sincerely,
Zellstoff- und Papierfabrik Rosenthal GmbH & Co. KG, Blankenstein:
............................... .............................
name: name:
function: function:
ANNEX: (invoice(s) of the general constructor of [date] to the total amount
of...or proof of the general construction costs)
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ANNEX 2
AMORTIZATION SCHEDULE
<Table>
<Caption>
DATE AMOUNT IN TEUR
31.03.2003 -
30.09.2003 -
31.03.2004 247
30.09.2004 261
31.03.2005 275
30.09.2005 289
31.03.2006 303
30.09.2006 317
31.03.2007 331
30.09.2007 345
31.03.2008 359
30.09.2008 373
31.03.2009 387
30.09.2009 401
31.03.2010 415
30.09.2010 429
31.03.2011 443
30.09.2011 457
31.03.2012 471
30.09.2012 485
31.03.2013 499
30.09.2013 513
</Table>
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ANNEX 3
<Table>
<Caption>
APPLICATION PROVENANCE
- -------------------------------------------------------------------------------------------------------------
existing use amount in Euro provenance amount in Euro
- -------------------------------------------------------------------------------------------------------------
General constructing 7.100.000,00 financing of waste pump 7.600.000,00
agreement
- -------------------------------------------------------------------------------------------------------------
Construction plan and 500.000,00 own resources 400.000,00
control
- -------------------------------------------------------------------------------------------------------------
reserves / financing fees 400.000,00
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TOTAL AMOUNT: 8.000.000,00 TOTAL AMOUNT: 8.000.000,00
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</Table>