0001193125-13-297683 Sample Contracts

Mercer International Inc.
Underwriting Agreement • July 23rd, 2013 • Mercer International Inc. • Pulp mills • New York

Introductory. Mercer International Inc., a Washington corporation (the “Company”), on the terms and subject to the conditions set forth herein, proposes to issue and sell to you (the “Underwriter”) $50,000,000 in aggregate principal amount of the Company’s 9.500% Senior Notes due 2017 (the “Notes”). The Notes will be issued pursuant to that certain indenture, dated as of November 17, 2010 (the “Indenture”), between the Company and Wells Fargo, National Association, as trustee (the “Trustee”), pursuant to which the Company previously issued $300,000,000 in aggregate principal amount of its 9.500% Senior Notes due 2017. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).

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