310 million principal amount of 9.25% Senior Notes dues 2013 MERCER INTERNATIONAL INC. DEBT UNDERWRITING AGREEMENT February 8, 2005Underwriting Agreement • February 11th, 2005 • Mercer International Inc • Paper mills • New York
Mercer International Inc., a business trust organized and existing under the laws of Washington (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as the representatives (the "Representatives") $310 million aggregate principal amount (the "Securities") of its 9.25% Senior Notes due 2013 as set forth below, all to be issued under an indenture, dated as of December 10, 2004 (the "Base Indenture"), between the Company and Wells Fargo, N.A., as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture, to be dated February 14, 2005 (the "First Supplemental Indenture", and together with the Base Indenture, the "Indenture"), between the Company and Trustee. The respective principal amount of Securities to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
9,416,196 shares of beneficial interest with an option to purchase up to 1,412,429 additional shares of beneficial interest to cover over-allotments MERCER INTERNATIONAL INC. EQUITY UNDERWRITING AGREEMENT February 8, 2005Mercer International Inc • February 11th, 2005 • Paper mills • New York
RBC Capital Markets Corporation As the Representative of the several underwriters named in Schedule I hereto One Liberty Plaza, 165 Broadway New York, NY 10006-1404
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 11th, 2005 • Mercer International Inc • Paper mills • Washington
FIRST AMENDMENT dated as of February 8, 2005 (this "Amendment") to the Rights Agreement (the "Agreement") dated as of December 23, 2003 between Mercer International Inc., a Massachusetts trust organized under the laws of the State of Washington (the "Company"), and Computershare Trust Company of Canada as rights agent (the "Rights Agent").
