EXCHANGE AGREEMENTExchange Agreement • November 25th, 2009 • Mercer International Inc. • Pulp mills • Washington
Contract Type FiledNovember 25th, 2009 Company Industry JurisdictionThis Agreement (this “Agreement”) is entered into as of November •, 2009 by and among Mercer International Inc., a Washington corporation (the “Company”), and •, a • corporation (the “Holder”), as the lawful owner of $• in principal amount (the “Exchange Notes”) of the Company’s 8.5% Convertible Senior Subordinated Notes due October 15, 2010 (the “Old Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Old Notes.