<PAGE>

                                                                      EXHIBIT 11

                                                                           FINAL

             THIS FIRST AMENDING AGREEMENT is made as of 8 May 2003

BETWEEN:

         NORSKE SKOG CANADA LIMITED, NORSKE SKOG CANADA FINANCE LIMITED
               AND THE OTHER RESTRICTED PARTIES FROM TIME TO TIME

                                     - and -

                           THE LENDERS WHO ARE PARTIES
                        TO THE EXISTING CREDIT AGREEMENT

                                     - and -

                            THE TORONTO-DOMINION BANK
                     in its capacity as Administration Agent

                                  (the "AGENT")

RECITALS:

A. The parties to this agreement are also parties to a credit agreement dated as
of 19 July 2002 (the "EXISTING CREDIT AGREEMENT").

B. Capitalized terms used in this agreement and not otherwise defined have the
meanings defined in the Existing Credit Agreement.

C. The parties have agreed to certain amendments to the Existing Credit
Agreement and to a pledge agreement forming part of the Security, and are
therefore entering into this agreement to amend the provisions of the Existing
Credit Agreement and the Security as agreed by the parties.

D. This agreement is being signed by the Agent on behalf of the Lenders pursuant
to the approval of the Lenders or Majority Lenders as required.

     THEREFORE, for value received, and intending to be legally bound by this
agreement, the parties agree as follows:

1.   AMENDMENTS TO SECTION 1.1 OF EXISTING CREDIT AGREEMENT

(a)  Section 1.1.17 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "Borrowing Base" means at any time, the aggregate of:

          (a)  75% of the net book value of accounts receivable of NSCL, other
               than accounts receivable owing by employees of any Restricted
               Party, based on the Adjusted Balance Sheet; and
<PAGE>
                                      -2-


          (b)  an amount equal to the lesser of item (a) above and 50% of the
               aggregate inventory of NSCL, other than work in process, based on
               the Adjusted Balance Sheet;

          except that, effective 60 days after NSCL gives express notice to the
          Agent requesting a change in the calculation of the Borrowing Base
          (which notice may be irrevocably given by NSCL at its option during
          the term of this Agreement), the Borrowing Base shall be the amount
          calculated in accordance with Schedule M.

(b)  Section 1.1.18 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "Borrowing Base Certificate" means a certificate of NSCL in the form
          of Schedule G or, if pursuant to Section 1.1.79 the Borrowing Base is
          calculated in accordance Schedule M, means a certificate of NSCL in
          the form of Schedule M.

(c)  Section 1.1.37 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "Derivative Agent" means RBC and any successor to it as the "Group
          Valuation Agent" appointed under the Repricing Agreement.

(d)  Section 1.1.47 of the Existing Credit Agreement (definition of Existing
     Special Derivatives) is deleted.

(e)  Section 1.1.67 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "Market Value" means, on any day, the total amount, if any, expressed
          in Canadian Dollars that would be required to be paid under any
          Derivative in order to terminate the Derivative. The determination
          shall be made in accordance with the procedures described in the
          definition of "Hedging Transaction Exposure" under the Repricing
          Agreement.

(f)  The first two lines of Section 1.1.79 of the Existing Credit Agreement are
     deleted and replaced by the following:

          "Other Secured Obligations" means the present and future debts,
          liabilities and obligations of the Borrower (or any other Restricted
          Party in respect of item (f) below) under or in connection with:

(g)  Item (a) of Section 1.1.79 of the Existing Credit Agreement is deleted and
     replaced by the following:

          "(a) Derivatives to exchange one of Canadian Dollars, US Dollars,
               Euros, Japanese yen, Australian dollars, British pounds sterling
               or such other currencies as may be approved by the Agent, after
               consultation with counsel but without any requirement to seek
               approval of the Majority
<PAGE>
                                      -3-


               Lenders, to another of those currencies, provided that in the
               case of such Derivatives that relate to Debt, such Derivatives do
               not increase the principal amount of Debt outstanding other than
               as a result of fluctuations in foreign currency exchange rates or
               by reason of fees, indemnities or compensation payable
               thereunder;

(h)  Item (f) and following of Section 1.1.79 of the Existing Credit Agreement
     is deleted and replaced by the following:

          "(f) guarantees by other Restricted Parties of Other Secured
               Obligations incurred by the Borrower;

          provided that:

          (g)  the debts, liabilities and obligations are, in each case other
               than any guarantee given to the Agent, incurred pursuant to a
               1992 ISDA master agreement and held by (i.e. owed to) a person
               that, at the time the relevant Derivative was entered into, was a
               Lender or an affiliate (as defined in the Canada Business
               Corporations Act) of a Lender and that, if the Derivative is of a
               type described in items (c), (d) and (e) above, is a party to the
               Repricing Agreement;

          (h)  the Derivative Agent is notified in accordance with the Repricing
               Agreement of the particular Other Secured Obligation being
               entered into, except that a delay in notifying the Derivative
               Agent shall not disqualify any debt, liability or obligation from
               being an Other Secured Obligation as long as its later inclusion
               as an Other Secured Obligation does not result in one of the
               events contemplated in section 2(a) of the Repricing Agreement."

(i)  Item (b) of Section 1.1.87 of the Existing Credit Agreement (definition of
     Permitted Unsecured Indebtedness) is deleted and replaced by the following:

          "(b) is on terms and conditions that are no more restrictive to the
               Restricted Parties than one or both of:

               (i)  the terms of the Obligations including, without limitation,
                    the scheduled amortization of the Debt; and

               (ii) the terms of any of the 1999 Notes and the 2001 Notes
                    including, without limitation, the stated maturity of any of
                    the 1999 Notes and the 2001 Notes (for greater certainty,
                    the 1999 Notes and 2001 Notes shall be used as a basis for
                    comparison whether or not they remain outstanding and any
                    entitlement of the holder of the Debt to convert it to
<PAGE>
                                      -4-


                    Capital Stock shall not be considered more restrictive to
                    the Restricted Parties); and"

(j)  Section 1.1.100 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "Restricted Parties" means NSCL, the Borrower, Elk Falls Pulp and
          Paper Limited, NorskeCanada, Norske Skog Canada (Japan) Ltd., Norske
          Skog Canada Pulp Operations Limited, Norske Skog Canada Pulp Sales
          Inc, Norske Skog Canada Sales Inc., Norske Skog Canada (USA) Inc.,
          NSCL Holdings Inc., Pacifica Papers Sales Ltd., Pacifica Papers Sales
          Inc., Pacifica Poplars Ltd., Pacifica Poplars Inc., and Pacifica
          Papers US Inc. and such other Subsidiaries of NSCL as may become
          Restricted Parties from time to time.

(k)  Section 1.1.112 of the Existing Credit Agreement (definition of Threshold
     Amount) is amended by replacing the last sentence with the following:

          "If neither the 1999 Notes nor the 2001 Notes are outstanding but
          Similar Notes are outstanding, the Threshold Amount shall be
          calculated by adapting the foregoing as required to reflect the
          provisions of the Similar Indenture that correspond to clauses (i),
          (ix) and (xi), respectively, of the definition of "Permitted
          Indebtedness" in the 1999 Indenture and "Permitted Debt" in the 2001
          Indenture. If no 1999 Notes, 2001 Notes or Similar Notes are
          outstanding, the Threshold Amount shall be considered to be unlimited.
          For greater certainty, because of the requirements of the definition
          of Similar Indenture, the Threshold Amount based on any Similar
          Indenture shall not be lower than the Threshold Amount based on the
          2001 Indenture."

(l)  Section 1.1.113 of the Existing Credit Agreement is deleted and replaced by
     the following:

          "TOTAL INTEREST EXPENSE" means, for any particular period, without
          duplication, the difference between (a) aggregate expense incurred for
          interest and equivalent costs of borrowing (taking into account the
          effect of any relevant Derivatives), including but not limited to (i)
          bankers' acceptance fees, (ii) discounts on bankers' acceptances,
          (iii) the interest portion of any capital lease, and (iv) all fees and
          other compensation paid to any person that has extended credit to the
          Restricted Parties, but excluding any upfront, extension and similar
          non-recurring fees paid to the Agent or Lenders or paid in connection
          with the 2001 Notes, the 1999 Notes or any Similar Notes, in each case
          whether or not actually paid (unless paid by the issuance of
          securities constituting Debt), and (b) the aggregate income earned
          from interest, in the case of each of (a) and (b), calculated in
          accordance with GAAP in respect of NSCL on a consolidated basis,
          omitting amounts that are not
<PAGE>
                                      -5-


          attributable to Restricted Parties. If the calculation of EBITDA is
          adjusted because of acquisitions, dispositions or other circumstances
          described in the last paragraph of Section 1.1.40, the calculation of
          Total Interest Expense shall be adjusted on the same basis.

(m)  The following additional definitions are added to Section 1.1 of the
     Existing Credit Agreement:

          "Monetization Transaction" means a sale on a discounted basis by a
          Restricted Party to a Lender or an affiliate (as defined in the Canada
          Business Corporations Act) of a Lender of accounts receivable of the
          Restricted Party, which may include the sale or assignment of the
          Restricted Party's rights to any insurance or security for the
          accounts receivable that are sold.

          "Repricing Agreement" means the agreement in the form attached as
          Schedule L, as amended, supplemented, restated and replaced from time
          to time.

          "Similar Indenture" means an indenture under which Permitted Unsecured
          Indebtedness is issued (a) that contains substantially the same
          provisions as the 1999 Indenture or the 2001 Indenture or (b) the
          provisions of which are based on the same "template" as the 1999
          Indenture and the 2001 Indenture but are less restrictive to the
          Restricted Parties (as the provisions of the 2001 Indenture are less
          onerous than the 1999 Indenture).

          "Similar Notes" means notes issued under a Similar Indenture.

2.   EXTENSION UNDER SECTION 2.4 OF EXISTING CREDIT AGREEMENT

     In response to a request by the Borrower pursuant to Section 2.4 of the
Existing Credit Agreement that the maturity date of the Credits be extended to
19 July 2006, TD, RBC, Canadian Imperial Bank of Commerce, Bank of Montreal, The
Bank of Nova Scotia, HSBC Bank Canada, Bank of America, N.A. Canada Branch,
Merrill Lynch Capital Canada Inc. and Canadian Western Bank were Accepting
Lenders and Laurentian Bank of Canada was a Declining Lender. Accordingly, the
maturity date of the Credits shall be extended to 19 July 2006 subject to the
Borrower complying with Section 2.4.4 of the Existing Credit Agreement.

3.   AMENDMENTS TO SECTION 3.2 OF EXISTING CREDIT AGREEMENT

(a)  The first sentence of the third paragraph of Section 3.2.1 of the Existing
     Credit Agreement is deleted and replaced by the following:

          "As between the Lenders, all Obligations shall rank equally and
          ratably with each other notwithstanding that different Obligations may
          be designated as having been incurred with reference to different
          provisions of the 1999 Indenture, the 2001 Indenture or
<PAGE>
                                      -6-


          any Similar Indenture which might otherwise imply that different
          Obligations have different rankings."

(b)  The first sentence of the final paragraph of Section 3.2.2 of the Existing
     Credit Agreement is deleted and replaced by the following:

          "If any Advance is within the Threshold Amount at the time it is made
          and thereby entitled to be secured in priority to the 1999 Notes, the
          2001 Notes and any Similar Notes, it shall remain entitled to that
          priority notwithstanding any subsequent diminution of the Threshold
          Amount."

4.   AMENDMENT TO SECTION 6.1 OF EXISTING CREDIT AGREEMENT

     Section 6.1.4(d) of the Existing Credit Agreement is deleted and replaced
by the following:

          "The Credits constitute "New Credit Facilities" under the terms of the
          1999 Notes, the 2001 Notes and any Similar Notes. As of 30 June 2002,
          the Threshold Amount was not less than $600,000,000."

5.   AMENDMENT TO SECTION 7.3 OF EXISTING CREDIT AGREEMENT

     Section 7.3.2(f) of the Existing Credit Agreement is deleted and replaced
by the following:

          "NSCL shall promptly notify the Agent if (i) it is within $10,000,000
          of any of the thresholds that would require it to take action
          specified in Section 7.7, or (ii) the "Aggregate Special Derivative
          Exposure" is within $10,000,000 of the "Permitted Special Derivative
          Exposure," as those terms are defined in the Repricing Agreement, and
          promptly provide such further reports as the Agent may require while
          any of those circumstances continues."

6.   AMENDMENTS TO SECTION 7.5 OF EXISTING CREDIT AGREEMENT

(a)  Section 7.5.1(d) of the Existing Credit Agreement is amended by adding the
     following immediately after item (vi) thereof:

          "(vii) the repurchase of 1999 Notes, 2001 Notes, Permitted Senior
               Secured Indebtedness, Permitted Subordinated Secured Indebtedness
               or Permitted Unsecured Indebtedness under an exchange offer made
               by NSCL pursuant to a registration statement filed with the
               Securities and Exchange Commission of the United States, provided
               that the sole consideration for the repurchase is (in the case of
               Permitted Senior Secured Indebtedness and Permitted Subordinated
               Secured Indebtedness) notes of NSCL that
<PAGE>
                                      -7-


               constitute Permitted Senior Secured Indebtedness and Permitted
               Subordinated Secured Indebtedness, respectively, or (in the case
               of the 1999 Notes, 2001 Notes or Permitted Unsecured
               Indebtedness) Permitted Unsecured Indebtedness, in all cases in
               an aggregate amount that does not increase the obligations of
               NSCL, taking into account any difference in interest rates

          (viii) the conversion of any Permitted Unsecured Indebtedness to
               Capital Stock of NSCL"

(b)  Section 7.5.1(e) of the Existing Credit Agreement is amended by adding the
     following immediately after item (vii) thereof:

          "(viii) guarantees, indemnities or other financial assistance of any
               kind in favour of the purchasers in Monetization Transactions, in
               respect of payment of the accounts receivable sold"

(c)  Item (B) in Section 7.5.1(f) of the Existing Credit Agreement is deleted
     and replaced by the following:

          "in the case of interest rate Derivatives, the aggregate notional
          amount swapped by all Restricted Parties at any time (net of
          offsetting transactions) exceeds the outstanding amount of the
          Credits, the 1999 Notes, the 2001 Notes and any Similar Notes at that
          time"

(d)  Section 7.5.2(c) of the Existing Credit Agreement is deleted and replaced
     by the following:

          "permit any sale, lease, sale and lease-back or other disposition of
          any part of its Property (including Capital Stock it holds) except for
          (i) sales of inventory and obsolete or redundant equipment in the
          ordinary course of business, (ii) dispositions to another Restricted
          Party, provided that Property owned by a Restricted Party incorporated
          in Canada is not transferred to a Restricted Party not incorporated in
          Canada and Property located in Canada is not transferred outside
          Canada, (iii) dispositions in connection with transactions permitted
          by Section 7.5.3(a), (iv) sales constituting Monetization
          Transactions, and (v) other dispositions of Property (including
          Capital Stock of any other person) having a fair market value for all
          Restricted Parties up to an aggregate for all Restricted Parties
          during any period of 36 consecutive months of 12.5% (20% if no
          Permitted Senior Secured Indebtedness is outstanding at the time of
          the disposition) of the Consolidated Net Tangible Assets valued
          immediately before any disposition;"

(e)  Section 7.5.3(h) of the Existing Credit Agreement is deleted.
<PAGE>
                                      -8-


(f)  Section 7.5.3(i) of the Existing Credit Agreement is deleted and replaced
     by the following:

          "(A) be a party to any amendment or waiver to the terms of the 1999
          Notes, 2001 Notes, Permitted Senior Secured Indebtedness, Permitted
          Subordinated Secured Indebtedness or Permitted Unsecured Indebtedness
          or any documents relating to them unless expressly permitted by any
          applicable Intercreditor Agreement, or (B) if there is no applicable
          Intercreditor Agreement, be a party to any such amendment or waiver if
          the amendment or waiver would adversely affect the rights of any
          Lender or make the terms thereof more onerous to any Restricted Party
          (including but not limited to any amendment that would shorten the
          maturity, require any prepayment not required in the 1999 Indenture,
          2001 Indenture or other applicable document, increase the interest
          rate or other compensation payable to holders thereof, impose
          additional requirements for securing the holders or further limit the
          rights of the Restricted Parties to incur Debt or grant Encumbrances),
          except that it may pay a consent solicitation fee to holders in
          connection with the solicitation of consents to an amendment or waiver
          that is otherwise permitted under this item (i) provided that such fee
          does not exceed customary amounts in the circumstances, or (C) be a
          party to any amendment or waiver permitted by (A) or (B) without
          immediately providing the Agent with copies of all documents and other
          information relating to the amendment or waiver."

7.   AMENDMENTS TO SECTION 7.7 OF EXISTING CREDIT AGREEMENT

(a)  Section 7.7.2(c) of the Existing Credit Agreement is deleted.

(b)  Section 7.7.2(d) of the Existing Credit Agreement is deleted and replaced
     by the following:

          "the amount of the limit on liability established by sections 5(d) and
          5(e) of the Repricing Agreement"

(c)  Section 7.7.2(e) of the Existing Credit Agreement is deleted and replaced
     by the following:

          "the amount, as determined under the 1999 Indenture, the 2001
          Indenture or any Similar Indenture, of any other obligations that have
          been classified as being incurred under clauses (i) or (ix) of the
          definitions referred to in that sentence"

8.   ADDITION OF SECTION 7.8 TO EXISTING CREDIT AGREEMENT

     The following is added after Section 7.7 of the Existing Credit Agreement:
<PAGE>
                                      -9-


          "7.8 REPRICING AGREEMENT

          Any Lender or affiliate of a Lender that holds Other Secured
          Obligations of the type described in Sections 1.1.79(c), (d) and (e)
          must be aparty to the Repricing Agreement. Any Lender or affiliate of
          a Lender that holds only other types of Other Secured Obligations may,
          but need not, be a party to the Repricing Agreement. However, any such
          non-party:

          (a)  shall provide trade details to the Derivative Agent and notify
               the Derivative Agent as required by section 3(c) of the Repricing
               Agreement, which is incorporated herein by reference;

          (b)  shall provide the Borrower with a listing of its Derivatives as
               required by the first two lines of section 3(g) of the Repricing
               Agreement, which are incorporated herein by reference;

          (c)  shall comply with section 6(a) of the Repricing Agreement, which
               is incorporated herein by reference;

          (d)  accepts the provisions of sections 11(a), (b) and (c) of the
               Repricing Agreement, which are incorporated herein by reference."

9.   AMENDMENT TO SECTION 8.1 OF EXISTING CREDIT AGREEMENT

     Section 8.1(k) of the Existing Credit Agreement is deleted and replaced by
the following:

          "there is a breach of Section 7.7 or NSCFL does not comply with the
          requirements of the Repricing Agreement"

10.  AMENDMENTS TO SCHEDULE C OF EXISTING CREDIT AGREEMENT

(a)  Item 2(e) in Schedule C of the Existing Credit Agreement is deleted and
     replaced by the following:

          "its "Consolidated Fixed Charge Coverage Ratio" as defined under the
          1999 Indenture, the 2001 Indenture and any Similar Indenture is
          ______: 1"

(b)  Item 5 in Schedule C of the Existing Credit Agreement is deleted and
     replaced by the following:

          "Appendix C attached contains details of (i) all Other Secured
          Obligations as of the end of the undersigned's most-recently completed
          fiscal quarter, the classification under which they were incurred for
          the purposes of section 4.06 of the each of the 1999 Indenture and the
          2001 Indenture and the corresponding provision of any Similar
          Indenture and the Market Value thereof, (ii) all
<PAGE>
                                      -10-


          outstanding Permitted Senior Secured Indebtedness and Permitted
          Subordinated Secured Indebtedness as of the end of the undersigned's
          most-recently completed fiscal quarter and the classification under
          which it was incurred for the purposes of section 4.06 of the each of
          the 1999 Indenture and the 2001 Indenture and the corresponding
          provision of any Similar Indenture and (iii) the amount, as determined
          under the 1999 Indenture, the 2001 Indenture and any Similar
          Indenture, respectively, of any other obligations that have been
          classified as being incurred under clauses (i) or (ix) of the
          definition of "Permitted Indebtedness" in the 1999 Indenture, the
          definition of "Permitted Debt" in the 2001 Indenture and the
          corresponding provisions of any Similar Indenture."

11.  AMENDMENT TO SCHEDULE L OF EXISTING CREDIT AGREEMENT

     Schedule L of the Existing Credit Agreement is deleted and replaced by
Schedule L attached to this agreement.

12.  ADDITION OF SCHEDULE TO EXISTING CREDIT AGREEMENT

     Schedule M attached to this agreement is added as Schedule M to the
Existing Credit Agreement.

13.  AMENDMENT TO OMNIBUS PLEDGE AGREEMENT

     Section 3 on page 4 of the omnibus pledge agreement dated as of 19 July
2002 (the "OMNIBUS PLEDGE") by which the Restricted Parties pledged debentures
to the Agent as contemplated in Section 3.3.1(b) of the Existing Credit
Agreement is amended and replaced by the following:

          "Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee,
          and grants to the Pledgee for and on behalf of and for the benefit of
          the Secured Parties a security interest in, its Debentures designated
          as Series A No. 4 as general and continuing collateral security for
          the payment and performance by such Pledgor of all "Other Secured
          Obligations" of the Pledgor as defined in the Syndicated Credit
          Agreement that are classified by Norske Skog Canada Limited as being
          incurred under clauses (v) and (vi) of the definition of "Permitted
          Indebtedness" in the 1999 Indenture (as defined in the Syndicated
          Credit Agreement), the definition of "Permitted Debt" in the 2001
          Indenture (as defined in the Syndicated Credit Agreement) and the
          corresponding definition in any Similar Indenture (as defined in the
          Syndicated Credit Agreement). For greater certainty, the pledge of
          each Series A No. 4 Debenture shall continue to secure the Other
          Secured Obligations described above notwithstanding the termination of
          the Syndicated Credit Agreement for any reason."
<PAGE>
                                      -11-


14.  CONDITIONS PRECEDENT

     The obligations of the Lenders under this agreement are subject to the
Agent receiving opinions of counsel to the Restricted Parties concerning the
authorization, execution and enforceability of this agreement and concerning
relevant matters relating to the 1999 Indenture and the 2001 Indenture, all in
form and substance satisfactory to the Agent.

15.  REPRESENTATIONS OF RESTRICTED PARTIES

     The Restricted Parties acknowledge that this agreement is a Credit Document
and that all of their representations and warranties concerning Credit Documents
that are contained in the Existing Credit Agreement apply to this agreement and
are deemed to be repeated on their execution of this agreement as if set out in
full in this agreement. The Restricted Parties also represent that there are no
consents or other agreements required from third parties to avoid this agreement
causing a breach or default under any other agreement to which any Restricted
Party is a party.

16.  RATIFICATION AND CONFIRMATION

     The Existing Credit Agreement and the Omnibus Pledge, as amended by this
agreement, remain in full force and effect and are hereby ratified and
confirmed. Without in any way limiting the terms of the Existing Credit
Agreement or the other Credit Documents, the Restricted Parties confirm that the
Security shall continue to secure the Obligations and the Other Secured
Obligations, including but not limited to any arising as a result of this
agreement.

17.  COUNTERPARTS AND FACSIMILE

     This agreement may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original, and such
counterparts together shall constitute one and the same agreement. The delivery
of a facsimile copy of an executed counterpart of this agreement shall be deemed
to be valid execution and delivery of this agreement, but the party delivering a
facsimile copy shall deliver an original copy of this agreement as soon as
possible after delivering the facsimile copy.

                            [Signature pages follow]
<PAGE>
                                      -12-


     IN WITNESS OF WHICH, the parties have executed this agreement.

                                        NORSKE SKOG CANADA LIMITED


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        By:
                                            ------------------------------------
                                            Ralph Leverton
                                            Vice President Finance and Chief
                                            Financial Officer


                                        NORSKE SKOG CANADA FINANCE LIMITED


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        ELK FALLS PULP AND PAPER LIMITED


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            President

[signature page for First Amending Agreement dated as of 8 May 2003 relating to
Norske Skog Canada Limited et al]
<PAGE>
                                      -13-


                                        NORSKE SKOG CANADA
                                        LIMITED AS MANAGING PARTNER FOR
                                        AND ON BEHALF OF NORSKECANADA


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        By:
                                            ------------------------------------
                                            Ralph Leverton
                                            Vice President Finance and
                                            Chief Financial Officer


                                        NORSKE SKOG CANADA PULP
                                        OPERATIONS LIMITED


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        NORSKE SKOG CANADA SALES INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        NSCL HOLDINGS INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        NORSKE SKOG CANADA (USA) INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer

[signature page for First Amending Agreement dated as of 8 May 2003 relating to
Norske Skog Canada Limited et al]
<PAGE>
                                      -14-


                                        NORSKE SKOG CANADA (JAPAN) LTD.


                                        By:
                                            ------------------------------------
                                            James E. Armitage
                                            Director


                                        NORSKE SKOG CANADA PULP SALES INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        PACIFICA PAPERS SALES LTD.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            President


                                        PACIFICA PAPERS SALES INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        PACIFICA POPLARS LTD.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            President


                                        PACIFICA POPLARS INC..


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer


                                        PACIFICA PAPERS US INC.


                                        By:
                                            ------------------------------------
                                            Peter Staiger
                                            Treasurer

[signature page for First Amending Agreement dated as of 8 May 2003 relating to
Norske Skog Canada Limited et al]
<PAGE>
                                        THE TORONTO-DOMINION BANK, as Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

[signature page for First Amending Agreement dated as of 8 May 2003 relating to
Norske Skog Canada Limited et al]
<PAGE>
                                   SCHEDULE L

                           FORM OF REPRICING AGREEMENT

                              [Note: see attached]
<PAGE>
                                   SCHEDULE M

                      ALTERNATE BORROWING BASE CERTIFICATE

                        [see reference in Section 1.1.18]

TO:     THE LENDERS (as defined in the Credit Agreement referred to below)

AND TO: THE TORONTO-DOMINION BANK, as Agent

     We refer to Section 7.3.1(a) of the credit agreement dated as of 19 July
2002 between Norske Skog Canada Limited and others as Restricted Parties, The
Toronto-Dominion Bank as Administration Agent and the Lenders, Arrangers and
Syndication Agents named therein, as amended, supplemented, restated or replaced
from time to time (the "Credit Agreement"). All capitalized terms used in this
certificate and defined in the Credit Agreement have the meanings defined in the
Credit Agreement.

     We hereby certify that the following is a true and correct calculation of
our Borrowing Base as of [date] and that the attached documents accurately set
out the details from which the Borrowing Base is calculated. The amounts of
accounts receivable and inventory referred to below are based on the Adjusted
Balance Sheet.

                                    ($'000S)

<TABLE>
<S>                                                                        <C>
A    ACCOUNTS RECEIVABLE

     (a)  100% of accounts receivable, each of which is fully backed
          by a standby letter of credit, a letter of guarantee or a
          commercial letter of credit, other than an L/C, issued by a
          financial institution acceptable to the Agent (each, an
          "Acceptable Letter"); plus                                       _____

     (b)  90% of accounts receivable that are insured to the extent
          of at least 90% by Export Development Canada or other
          insurer acceptable to the Agent acting reasonably (each, an
          "Insured Account"); plus                                         _____

     (c)  80% of non-Insured Account, non-Acceptable Letter backed
          accounts receivable from Pan Asia Paper Co. Pte Ltd. (as
          long as it is at least 40% owned by Norske Skogindustriere
          ASA), Norske Skogindustriere ASA or its Subsidiaries and
          Powell River Energy Inc.; plus                                   _____

     (d)  80% of non-Insured Account, non-Acceptable Letter backed
          accounts receivable, including fibre receivables, owing by
          a debtor located in Canada, the United States of America,
          Australia or the United Kingdom that NSCL reasonably
          considers to be good and collectable in the normal course;
          plus                                                             _____
</TABLE>
<PAGE>
                                       -2-


<TABLE>
<S>                                                                       <C>
     (e)  70% of non-Insured Account, non-Acceptable Letter backed
          accounts receivable owing by a debtor located in a country
          other than Canada, the United States of America, Australia
          or the United Kingdom; plus                                      _____

     (f)  100% of amounts owing by the Government of Canada in
          respect of goods and services tax payable pursuant to the
          Excise Tax Act (Canada); plus                                    _____

     (g)  70% of other accounts receivable including accrued interest
          receivables, freight/traffic claims and other sundry
          receivables but excluding accounts receivable owing by
          employees of a Restricted Party;                                 _____

     less:

     (h)  all amounts included in items (c) through (e) and (g) above
          which relate to accounts receivable that are 60 days past
          due                                                             (_____)

          NET TOTAL                                                        _____

B    INVENTORY

     Finished Goods
        Paper                                                              _____
        Pulp                                                               _____
        Sub total                                                          _____

     WIP                                                                   _____

     Raw Materials
        Chips                                                              _____
        Logs                                                               _____
        Sawdust                                                            _____
        DIP/Other purchased pulp                                           _____
        Other                                                              _____
        Sub total                                                          _____

     Supplies
        Crofton                                                            _____
        Elk Falls                                                          _____
        Powell River                                                       _____
        Port Alberni                                                       _____
        Other                                                              _____
        Sub total                                                          _____
</TABLE>
<PAGE>
                                       -3-


<TABLE>
<S>                                                                       <C>
     Consolidated Inventory per FS                                         _____

     Less: WIP                                                            (_____)
     Less: Inventory of Unrestricted Parties                              (_____)

     Adjusted Inventory                                                    _____

     50% OF ADJUSTED INVENTORY                                             _____

BORROWING BASE                                                             _____
(A + the lesser of A and B)
</TABLE>

DATED
      -----------

                                        NORSKE SKOG CANADA LIMITED


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title: