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SAPPI LIMITED

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Credit Facility terminate on May 31, 2012 and the annual interest rate on borrowings is calculated based<br />

on Libor or Euribor plus a funding margin varying between 3.0% and 6.5% depending on the credit rating<br />

assigned to the senior secured debt of Sappi Limited, plus certain costs. Borrowings may be made by<br />

certain subsidiaries of Sappi Limited and the Revolving Credit Facility is jointly and severally guaranteed<br />

on a senior basis by Sappi Limited, Sappi Papier Holding GmbH (‘‘SPH’’) and certain other subsidiaries<br />

of Sappi Limited, as well as secured by first-priority security interests over certain assets of Sappi<br />

Limited, SPH and the other subsidiary guarantors. The Revolving Credit Facility contains an interest<br />

coverage covenant and a leverage covenant, in each case measured at the Sappi Limited consolidated<br />

level and set at various levels in line with the long term forecast of Sappi’s results. The Revolving Credit<br />

Facility contains certain customary negative covenants and restrictions, including (among others)<br />

restrictions on dividend distributions, the granting of security, incurrence of indebtedness, the provision<br />

of loans and guarantees, a change of business of the Group, acquisitions or participations in joint<br />

ventures and mergers and disposals. As of September 2010, we were in compliance with these<br />

covenants. For further information, see ‘‘Item 10—Additional Information—Material Contracts’’,<br />

‘‘Item 19—Exhibits’’, and note 20 to our Group Annual Financial Statements included elsewhere in this<br />

Annual Report.<br />

OeKB Term Loan Facility. On August 27, 2009, Sappi refinanced its existing e 500 million term loan<br />

facility with Oesterreichische Kontrollbank Aktiengesellschaft (‘‘OeKB’’) arranged in May 2003 and<br />

previously due in 2010 by entering into a e 400 million term loan facility maturing on April 30, 2014 (the<br />

‘‘OeKB Term Loan Facility’’). The annual interest rate on borrowings is calculated based on the OeKB<br />

financing rate plus a margin varying between 4.00% and 7.50%, depending on the credit rating assigned<br />

to the senior secured debt of Sappi Limited, plus certain costs. The margin at the date of filing this Annual<br />

Report was 5.5% per annum. The OeKB Term Loan Facility is guaranteed by Sappi Limited and the same<br />

subsidiaries that are guarantors (other than SPH) under the Revolving Credit Facility. The obligations<br />

under the OeKB Term Loan Facility are secured by substantially the same collateral that secures the<br />

obligations under the Revolving Credit Facility and the 2014 Bonds. The other material terms of the new<br />

OeKB term loan facility, including the financial covenants, the undertakings and the events of default are<br />

substantially the same as the terms of the Revolving Credit Facility. The e 80 million (US$ 109 million) first<br />

installment of the OeKB facility due in December 2010, was repaid early in June 2010. For further<br />

information, see ‘‘Item 10—Additional Information—Material Contracts’’, ‘‘Item 19—Exhibits’’, and<br />

note 20 to our Group Annual Financial Statements included elsewhere in this Annual Report.<br />

2009 Secured Notes. On July 29, 2009, PE Paper Escrow GmbH (the ‘‘Issuer’’), a special purpose<br />

limited liability company wholly owned by SPH, issued e 350 million 11.75% Senior Secured Notes due<br />

2014 and US$ 300 million 12.00% Senior Secured Notes due 2014 (together, the ‘‘2014 Bonds’’). Interest<br />

on the 2014 Bonds is payable semi-annually, commencing on February 1, 2010, and the 2014 Bonds<br />

mature on August 1, 2014. The 2014 Bonds are jointly and severally guaranteed on a senior basis by<br />

Sappi Limited, SPH and certain other subsidiaries of Sappi Limited, and are secured by substantially the<br />

same collateral that secures the obligations under the Revolving Credit Facility and the OeKB Term Loan<br />

Facility. The Issuer has agreed to observe certain covenants with respect to the 2014 Bonds including<br />

limitations on dividend distributions and other payments, indebtedness, asset sales, liens, guarantees<br />

and on mergers and consolidations. For further information, see ‘‘Item 10—Additional Information—<br />

Material Contracts’’, ‘‘Item 19—Exhibits’’, and note 20 to our Group Annual Financial Statements<br />

included elsewhere in this Annual Report.<br />

Domestic Medium Term Note Program. In June 2009, Sappi Southern Africa (Pty) Ltd (previously<br />

Sappi Manufacturing (Pty) Ltd) combined its ZAR 3 billion (US$ 437 million) Domestic Medium Term<br />

Note Program established in June 2006 (the ‘‘Initial Program’’) with its commercial paper program<br />

established in November 2003 (‘‘Initial CP Program’’), into a new ZAR 5 billion Domestic Medium Term<br />

Note Program (the ‘‘DMTN Program’’) which supersedes and replaces the Initial Program and the Initial<br />

CP Program in their entirety without affecting any notes issued under the Initial Program and Initial CP<br />

91

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