0001012410-06-000186 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • December 6th, 2006 • Mercer International Inc. • Paper mills • Washington

This Agreement (this "Agreement") is entered into as of December 4, 2006 by and among Mercer International Inc., a Washington corporation (the "Company"), and CC Arbitrage Ltd. (the "Holder"), as the holder of $7,512,000 of the Company's Convertible Senior Subordinated Notes issued on or about October 10, 2003 (the "Notes"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Notes.