Second Extension, Amendment and Confirmation Letter

To:

Zellstoff- und Papierfabrik Rosenthal GmbH

INTRODUCTION

We (in our capacity as Facility Agent and/or, where the context so requires, as Security Agent) refer to the Facility Agreement.

We further refer to clause 9.1 of the Facility Agreement in combination with the First Extension Letter which provides that the Borrower shall repay all Loans in full on the Termination Date defined as 31 October 2016.

We refer to the merger between the former Zellstoff- und Papierfabrik Rosenthal GmbH (the “Former ZPR”) and D&Z Beteiligung which came into effectiveness as of 31 July 2015 whereby the Former ZPR was merged into D&Z Beteiligung. D&Z Beteiligung has assumed all rights and obligations from the Former ZPR and was immediately renamed to Zellstoff- und Papierfabrik Rosenthal GmbH (ZPR).

The extension, amendments and confirmation set out herein shall take effect upon (1) receipt by the Facility Agent of a copy of this letter duly countersigned by each of the Borrower, the Ultimate Parent, the Parent and ZPR Logistik and (2) satisfaction of the conditions set out in clause 6 and such date shall be the “Effective Date”. The Facility Agent shall confirm the Effective Date to the Borrower promptly upon its occurrence.

For the ease of reference and in the interest of full transparency the First extension Letter dated 23 October 2012 is attached as Annex 1 to this Second Extension Letter.

DEFINITIONS

3.

EXTENSION AMENDMENT

4.

AMENDMENTS OF THIS SECOND EXTENSION LETTER

A)

The “ZELLSTOFF- UND PAPIERFABRIK ROSENTHAL GMBH” as described and defined in the recitals of the Facility Agreement (no. 2) and in the recitals of the Shareholders’ Undertaking Agreement (no. 3) shall be corrected to read as follows:

B)

The definition “EURIBOR” of Clause 1.1 of the Facility Agreement shall be amended to read as follows:

C)

The definition “Interpolated Screen Rate” shall be included in Clause 1.1 of the Facility Agreement:

D)

The definition “LIBOR” of Clause 1.1 of the Facility Agreement shall be deleted as the reference rate is only “EURIBOR”.

E)

The definition “Margin” of Clause 1.1 of the Facility Agreement shall be amended to read as follows:

F)

The definition of “Screen Rate” of Clause 1.1 of the Facility Agreement shall be amended and read as follows:

G)

Clause 14.4.2 of the Facility Agreement shall be amended to read as follows:

5.

CONFIRMATION OF GUARANTEE, SECURITY RIGHTS AND SHAREHOLDERS’ UNDERTAKING AGREEMENT

(a)

The Borrower confirms for the benefit of the Finance Parties that each Security Document shall remain in full force and effect notwithstanding the extension of and amendments to, the Facility Agreement and that each Security Document shall secure the obligations assumed by the Borrower under the Finance Documents, including the Facility Agreement (as amended).

(b)

The Guarantor confirms for the benefit of the Finance Parties that all of its obligations under clause 20 of the Facility Agreement (Guarantee - selbstschuldnerische Bürgschaft) shall remain in full force and effect notwithstanding the extension of and amendments to, the Facility Agreement and that its obligations extend to all obligations assumed by the Borrower under the Finance Documents, including the Facility Agreement (as amended).

(c)

The Ultimate Parent, the Parent, ZPR and ZPR Logistik as Subordinated Creditors each confirms for the benefit of the Finance Parties that its undertakings and obligations in the Shareholders’ Undertaking Agreement shall remain in full force and effect and continue to apply notwithstanding the extension of and amendments to, the Facility Agreement.

6.

EFFECTIVENESS

(a)

A copy of the constitutional documents of each Original Obligor in the form required by the Agent, including in relation to a German Obligor, an up-to-date official print-out of an online excerpt from the commercial register ( Handelsregisterauszug) and the articles of association (Satzung).

(b)

A copy of a resolution of the shareholders, or in the case of the Ultimate Parent a resolution of the directors, of each Original Obligor:

(i)

approving the terms of, and the transactions contemplated by, this letter and resolving that it countersigns this letter;

(ii)

authorising a specified person or persons to countersign this letter; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter.

(c)

Evidence that each of the Shareholder Loan Agreements has been extended for a term until 30 April 2020 or any later date.

(d)

A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this letter or for the validity and enforceability hereof.

(e)

Evidence that the fees, costs and expenses due from the Borrower have been paid or will be paid in accordance with Clause 11 of this letter.

7.

CONTINUING OBLIGATIONS

(a)

The extension and amendments proposed in this letter are strictly limited to the matters and upon the conditions set out herein and shall not be construed to be the granting of or a right to any waiver to any other matter. Nothing in this letter shall otherwise affect the rights of any Finance Party.

(b)

Save as expressly amended by this letter, the provisions of the Finance Documents remain in full force and effect.

8.

REPRESENTATIONS

9.

FINANCE DOCUMENT

10.

EXTENSION FEE

11.

MISCELLANEOUS

(a)

Please indicate your acceptance of the provisions hereof by countersigning a copy of this Second Extension Letter and returning it to Ricarda Grünter at

(b)

Changes and amendment to this letter shall be made in writing. This also applies to this paragraph 12 (b).

(c)

Nothing in this letter shall be deemed as releasing the Borrower from any of its obligations under the Finance Documents, which shall apply at all times.

(d)

This letter may be executed in any number of counterparts and this shall have the same effect as if the signature on the counterparts were on a single copy of this letter.

(e)

Service of process

(i)

Without prejudice to any other mode of service allowed under any relevant law, the Ultimate Parent irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the courts of Frankfurt/Main, Federal Republic of Germany in connection with this letter and agrees that failure by the process agent to notify it of the process will not invalidate the proceedings concerned.

(ii)

If any person appointed as process agent is unable for any reason to act as agent for service of process the Borrower (on behalf of the Ultimate Parent) must immediately (and in any event within 30 days of such event taking place) appoint another agent on terms acceptable to the Security Agent. Failing this, the Security Agent may appoint another agent for this purpose.

(f)

The provisions of Clause 42 (Jurisdiction) of the Facility Agreement shall be incorporated into this letter as if set out in full in this letter and if references therein to “this Agreement” are references to this letter.

(g)

This letter and any non-contractual obligations arising out of or in connection with it are governed by German law.

/s/ Ricarda Grünter

/s/ Stefanie Stilkerich

For and on behalf of

Zellstoff- und Papierfabrik Rosenthal GmbH

Blankenstein, February 5, 2016

/s/ Leonhard Nossol

For and on behalf of

D&Z Holding GmbH

Blankenstein, February 5, 2016

/s/ Leonhard Nossol

For and on behalf of

ZPR Logistik GmbH

Blankenstein, February 5, 2016

/s/ Leonhard Nossol

For and on behalf of

Mercer International Inc.

Vancouver, February 5, 2016

/s/ David K. Ure

To:

Zellstoff- und Papierfabrik Rosenthal GmbH

1.

INTRODUCTION

(a)

We (in our capacity as Facility Agent and/or, where the context so requires, as Security Agent) refer to the Facility Agreement.

(b)

We further refer to clause 9.1 of the Facility Agreement which provides that the Borrower shall repay all Loans in full on the Termination Date currently defined as 31 December 2012.

(c)

The extension, amendments and confirmation set out herein shall take effect upon (1) receipt by the Facility Agent of a copy of this letter duly countersigned by each of the Borrower, the Ultimate Parent, the Parent, D&Z Beteiligung and ZPR Logistik and (2) satisfaction of the conditions set out in clause 6 and such date shall be the “Effective Date”. The Facility Agent shall confirm the Effective Date to the Borrower promptly upon its occurrence.

2.

DEFINITIONS

3.

EXTENSION

4.

AMENDMENTS

A)

Paragraph (B) of the Introduction of the Facility Agreement shall be amended to read as follows:

B)

The definition “Rollover Utilisation” of Clause 1.1 of the Facility Agreement shall be amended to read as follows:

(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 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;”

C)

Clause 14.1.1 of the Facility Agreement shall be amended to read as follows:

D)

Clause 24.18.1 of the Facility Agreement shall be amended to read as follows:

5.

CONFIRMATION OF GUARANTEE, SECURITY RIGHTS AND SHAREHOLDERS’ UNDERTAKING AGREEMENT

(a)

The Borrower confirms for the benefit of the Finance Parties that each Security Document shall remain in full force and effect notwithstanding the extension of and amendments to, the Facility Agreement and that each Security Document shall secure the obligations assumed by the Borrower under the Finance Documents, including the Facility Agreement (as amended).

(b)

Each Guarantor confirms for the benefit of the Finance Parties that all of its obligations under clause 20 of the Facility Agreement (Guarantee - selbstschuldnerische Bürgschaft) shall remain in full force and effect notwithstanding the extension of and amendments to, the Facility Agreement and that its obligations extend to all obligations assumed by the Borrower under the Finance Documents, including the Facility Agreement (as amended).

(c)

The Ultimate Parent, the Parent, ZPR, D&Z Beteiligung and ZPR Logistik as Subordinated Creditors each confirms for the benefit of the Finance Parties that its undertakings and obligations in the Shareholders’ Undertaking Agreement shall remain in full force and effect and continue to apply notwithstanding the extension of and amendments to, the Facility Agreement.

6.

EFFECTIVENESS

(a)

A copy of the constitutional documents of each Original Obligor in the form required by the Agent, including in relation to a German Obligor, an up-to-date officially certified commercial register extract (beglaubigter Handelsregisterauszug) and the articles of association (Satzung).

(b)

A copy of a resolution of the shareholders, or in the case of the Ultimate Parent a resolution of the directors, of each Original Obligor:

(i)

approving the terms of, and the transactions contemplated by, this letter and resolving that it countersigns this letter;

(ii)

authorising a specified person or persons to countersign this letter; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this letter.

(c)

A legal opinion from Sangra Moller in respect of the Ultimate Parent covering:

(i)

its due incorporation, its valid existence, its ability to be sued in its own name and the power to own its assets and carry on the business as it is being conducted;

(ii)

the due capacity of (including the power to enter into, perform and take all necessary action to authorise its entry into and performance of, this Extension, Amendment and Confirmation Letter, the extension of the Shareholder Loan Agreement and the transactions contemplated hereby) and the due execution by the Ultimate Parent in relation to each of this Extension, Amendment and Confirmation Letter, the extension of the Shareholder Loan Agreement to which it is a party and the transactions contemplated hereby;

(iii)

the choice of the laws of the Federal Republic of Germany to govern this Extension, Amendment and Confirmation Letter and the Shareholder Loan Agreement to which it is a party being upheld by the relevant state and federal courts, and

(iv)

recognition and acceptance of final and conclusive judgment against it from any court in the Federal Republic of German by the relevant state and federal courts without re-trial or examination of the merits of the case;

(d)

Evidence that each of the Shareholder Loan Agreements has been extended for a term until 30 November 2016 or any later date.

(e)

A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this letter or for the validity and enforceability hereof.

(f)

Evidence that the fees, costs and expenses due from the Borrower have been paid or will be paid in accordance with Clause 11 of this letter.

7.

CONTINUING OBLIGATIONS

(a)

The extension and amendments proposed in this letter are strictly limited to the matters and upon the conditions set out herein and shall not be construed to be the granting of or a right to any waiver to any other matter. Nothing in this letter shall otherwise affect the rights of any Finance Party.

(b)

Save as expressly amended by this letter, the provisions of the Finance Documents remain in full force and effect.

8.

REPRESENTATIONS

9.

FINANCE DOCUMENT

10.

EXTENSION FEE

11.

COST AND EXPENSES

12.

MISCELLANEOUS

(a)

Please indicate your acceptance of the provisions hereof by countersigning a copy of this letter and returning it to Ruth Schneider at UniCredit Bank AG, Arabellastr. 14, 81925 Munich, Germany before close of business in Munich on 31October 2012. The offers set out in this letter shall terminate on that date.

(b)

Changes and amendment to this letter shall be made in writing. This also applies to this paragraph 12 (b).

(c)

Nothing in this letter shall be deemed as releasing the Borrower from any of its obligations under the Finance Documents, which shall apply at all times.

(d)

This letter may be executed in any number of counterparts and this shall have the same effect as if the signature on the counterparts were on a single copy of this letter.

(e)

Service of process

(i)

Without prejudice to any other mode of service allowed under any relevant law, the Ultimate Parent irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the courts of Frankfurt/Main, Federal Republic of Germany in connection with this letter and agrees that failure by the process agent to notify it of the process will not invalidate the proceedings concerned.

(ii)

If any person appointed as process agent is unable for any reason to act as agent for service of process the Borrower (on behalf of the Ultimate Parent) must immediately (and in any event within 30 days of such event taking place) appoint another agent on terms acceptable to the Security Agent. Failing this, the Security Agent may appoint another agent for this purpose.

(f)

The provisions of Clause 42 (Jurisdiction) of the Facility Agreement shall be incorporated into this letter as if set out in full in this letter and if references therein to “this Agreement” are references to this letter.

(g)

This letter and any non-contractual obligations arising out of or in connection with it are governed by German law.

/s/ Simon Tutt

/s/ Ruth Schneider

Blankenstein, October 8, 2012

For and on behalf of

Zellstoff- und Papierfabrik Rosenthal GmbH

/s/ Leonhard Nossol                

For and on behalf of

D&Z Holding GmbH

Blankenstein, October 8, 2012

/s/ Leonhard Nossol                

For and on behalf of

D&Z Beteiligungs GmbH

Blankenstein, October 8, 2012

/s/ Leonhard Nossol                

For and on behalf of

ZPR Logistik GmbH

Blankenstein, October 8, 2012

/s/ Leonhard Nossol                

For and on behalf of

Mercer International Inc.

Vancouver, October 16, 2012

/s/ David M. Gandossi