FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

        This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of March 24, 1997 (this "Amendment"), is by and
among REPAP WISCONSIN, INC., a Wisconsin corporation ("Borrower"), HELLER
FINANCIAL, INC., a Delaware corporation ("Heller"), individually as a Lender 
and as Agent for all Lenders, and LASALLE NATIONAL BANK, a national banking 
association, as a Lender ("LaSalle").

RECITALS

        WHEREAS, Borrower and Heller, as Agent and Lender, are parties to 
that certain Second Amended and Restated Credit Agreement dated as of 
November 8, 1994 (as amended as of December 27, 1995, February 14, 1996 and 
March 8, 1996 and as thereafter amended, restated, supplemented or otherwise 
modified from time to time, the "Credit Agreement"; capitalized terms used 
but not otherwise defined herein having the definitions provided therefor 
in the Credit Agreement); and

        WHEREAS, Repap Enterprises Inc., is party to the Pre-merger 
Agreement, dated as of December 17, 1996 (the "Pre-Merger Agreement"), 
among Avenor Inc., Repap Enterprises Inc., 1211421 Ontario Inc., 1211423 
Ontario Inc., the George S. Petty Management Ltd. Defined Benefit Pension 
Plan and Trust, George S. Petty Management Ltd. and George S. Petty; and

        WHEREAS, it has been determined that the definition of Change of 
Control contained in Section 1.1 of the Credit Agreement shall be modified 
in connection with and in furtherance of the transactions contemplated by 
the Pre-merger Agreement, including without limitation the condition 
specified in Section 9.1(i) thereof requiring the consent of the lenders 
under the Credit Agreement to waive the Event of Default
contained in section 8.1(S) of the Credit Agreement; and

        WHEREAS, the execution and delivery of this instrument has been duly
authorized and all conditions and requirements necessary to make this 
instrument a valid and binding agreement have been duly performed and 
complied with;

<PAGE>

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as 
follows:

1.       Amendment of Change of Control Definition. The definition of 
Change of Control contained in the Credit Agreement is amended to read as 
follows:

        ""Change of Control" has the meaning assigned to that term in the 
Senior Indentures as amended by the Third Supplemental Indenture to be 
dated as of April 1, 1997 Governing the 9-1/4% First Priority Senior Secured 
Notes due 2002 between the Borrower and The Bank of New York (in form 
substantially identical to Annex A hereto) and as amended by the Third 
Supplemental Indenture to be dated as of April 1, 1997 governing the 
9-7/8% Second Priority Senior Secured Notes due 2006 between the Borrower 
and Bankers Trust Company (in form substantially identical to Annex B 
hereto)."

2.      Renewal Term.  Notwithstanding the notice provisions of Section 2.5 
of the Credit Agreement, the parties hereto each agree to extend the term of 
the Credit Agreement pursuant to a Renewal Term from March 15, 1998 through 
March 15, 1999.

3.      Representations and Warranties. Borrower represents and warrants to 
Heller and LaSalle that:

(a)     The execution, delivery and performance by Borrower of this Amendment 
are within its corporate powers, have been duly authorized by all necessary 
corporate action (including, without limitation, any necessary shareholder 
approval), have received all necessary governmental approval (if any shall 
be required), and do not contravene or conflict with any provision of law 
applicable to Borrower, the Certificate of Incorporation or Bylaws of 
Borrower, or any order, judgment or decree of any court or
other agency of government or any contractual obligation binding upon 
Borrower; and the Credit Agreement as amended hereby, is the legal, valid 
and binding obligation of Borrower enforceable against Borrower in 
accordance with its terms.

(b)     The warranties and representations of Borrower contained in this 
Amendment, the Credit agreement, as amended hereby, including without 
limitation subsection 4.17 thereof, and the other Loan Documents, shall be 
true and correct as of the date hereof, with the same effect as though made 
on such date, except to the extent that such warranties and representations 
expressly relate to an earlier date, in which case such warranties and 
representations shall have been true and correct as of such earlier
date.
<PAGE>

4.      Miscellaneous

a)      Captions. Section captions used in this Amendment are for convenience 
only, and shall not affect the construction of this Amendment.

b)      Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of the Amendment shall be 
prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Amendment.

c)      Counterparts. This Amendment may be executed in any number of 
counterparts and by the different parties on separate counterparts, and each 
such counterpart shall be deemed to be an original, but all such 
counterparts shall together constitute but one and the same instrument.

d)      Successors and Assigns. This Amendment shall be binding upon Borrower,
Agent and Lenders and their respective successors and assigns, and shall 
inure to the sole benefit of Borrower, Agent and Lenders and their 
respective successors and assigns, provided that Borrower may not assign 
its rights or obligations under this Amendment without the written consent 
of all Lenders.

e)      References.     Any reference to the Credit Agreement contained in 
any notice, request, certificate, or other document executed concurrently 
with or after the execution and delivery of this Amendment shall be deemed 
to include this Amendment unless the context shall otherwise require.

f)      Continued Effectiveness. Notwithstanding anything contained herein, 
the terms of this Amendment are not intended to and do not serve to effect a 
novation as to the Credit Agreement. The parties hereto expressly do not 
intend to extinguish the Credit Agreement. Instead, it is the express 
intention of the parties hereto to reaffirm the indebtedness created under 
the Credit Agreement which is evidenced by the Revolving
Notes and secured by the Collateral. The Credit Agreement as amended hereby 
and each of the other Loan Documents remain in full force and effect.

<PAGE>

g)      Costs, Expenses and Taxes. Borrower affirms and acknowledges that
subsection 10.1 of the Credit Agreement applies to this Amendment and the
transactions and agreements and documents contemplated hereunder.

        IN WITNESS WHEREOF, this Fourth Amendment to the Second Amended and
Restated Credit Agreement has been duly executed as of the day and year 
first above written.

                                REPAP WISCONSIN, INC.


                                __________________________


                                __________________________



                                HELLER FINANCIAL, INC.,
                                as Agent and Lender


                                __________________________


                                __________________________


                                LASALLE NATIONAL BANK,
                                as Lender


                                __________________________


                                __________________________