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CLIFFORD                                           LIMITED LIABILITY PARTNERSHIP
CHANCE

                                EURO 900,000,000

                                CREDIT AGREEMENT

                               Dated 11 JULY 2001

                                       for

                             SAPPI PAPIER HOLDING AG
                                   as Borrower

                                       and

                            SAPPI INTERNATIONAL S.A.
                                  as Guarantor

                                   arranged by
                               ABN AMRO BANK N.V.
                           CITIBANK INTERNATIONAL PLC
                                  JP MORGAN PLC

                                      with

                           CITIBANK INTERNATIONAL PLC
                                 acting as Agent

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC
OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS
DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ
CLAUSES 15.5 (STAMP TAXES), 31.1 (PAYMENTS TO THE AGENT) AND 39 (PLACE OF
PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

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                                    CONTENTS

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CLAUSE                                                                      PAGE
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                                   SECTION 1

                                 INTERPRETATION

1.  Definitions And Interpretation ........................................... 1

                                   SECTION 2

                                 THE FACILITIES

2.  The Facilities ...........................................................14

3.  Purpose ..................................................................14

4.  Conditions Of Utilisation ................................................15

                                    SECTION 3

                                   UTILISATION

5.  Utilisation ..............................................................17

6.  Guarantees ...............................................................18

7.  Optional Currencies ......................................................19

                                   SECTION 4

                     REPAYMENT, PREPAYMENT AND CANCELLATION

8.  Repayment ................................................................21

9.  Borrower's Liabilities In Relation To Guarantees .........................21

10. Prepayment And Cancellation ..............................................24

                                    SECTION 5

                              COSTS OF UTILISATION
11. Interest .................................................................27

12. Interest Periods And Terms ...............................................27

13. Changes To The Calculation Of Interest ...................................28

14. Fees .....................................................................30

                                    SECTION 6

                         ADDITIONAL PAYMENT OBLIGATIONS

15. Tax Gross Up And Indemnities .............................................32

16. Increased Costs ..........................................................35

17. Other Indemnities ........................................................36

18. Mitigation By The Lenders ................................................37

19. Costs And Expenses .......................................................38

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                                    SECTION 7

               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20. Representations ..........................................................39

21. Information Undertakings .................................................41

22. Financial Covenants ......................................................43

23. General Undertakings .....................................................45

24. Events Of Default ........................................................49

                                    SECTION 8

                               CHANGES TO PARTIES

25. Changes To The Lenders ...................................................53

26. Changes To The Obligors ..................................................56

                                    SECTION 9

                               THE FINANCE PARTIES

27. Role Of The Agent And The Lead Arrangers .................................57

28. The Lenders And The Fronting Bank ........................................61

29. Conduct Of Business By The Finance Parties ...............................62

30. Sharing Among The Lenders ................................................63

                                   SECTION 10

                                 ADMINISTRATION

31. Payment Mechanics ........................................................65

32. Set-Off ..................................................................67

33. Notices ..................................................................67

34. Calculations And Certificates ............................................69

35. Partial Invalidity .......................................................70

36. Remedies And Waivers .....................................................70

37. Amendments And Waivers ...................................................70

38. Counterparts .............................................................71

39. Place Of Performance .....................................................71

                                   SECTION 11

                         GOVERNING LAW AND ENFORCEMENT

40. Governing Law ............................................................72

41. Enforcement ..............................................................72

Schedule 1 THE ORIGINAL LENDERS ..............................................73

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Schedule 2 CONDITIONS PRECEDENT ..............................................74

Schedule 3 REQUESTS ..........................................................76
    Part A Utilisation Request ...............................................76
    Part B Selection Notice ..................................................77

Schedule 4 MANDATORY COST FORMULAE ...........................................78

Schedule 5 FORM OF TRANSFER CERTIFICATE ......................................81

Schedule 6 FORM OF COMPLIANCE CERTIFICATE ....................................83

Schedule 7 EXISTING SECURITY .................................................85

Schedule 8 TIMETABLES ........................................................86
    Part A Loans .............................................................86
    Part B Guarantees ........................................................88

Schedule 9 FORM OF CONFIDENTIALITY UNDERTAKING ...............................89
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THIS AGREEMENT is dated 11 July 2001 and made between:

(1) SAPPI PAPIER HOLDING AG (the "BORROWER");

(2) SAPPI INTERNATIONAL S.A. (the "GUARANTOR");

(3) ABN AMRO BANK N.V., CITIBANK INTERNATIONAL PLC and JP MORGAN PLC (the "LEAD
    ARRANGERS");

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (THE ORIGINAL LENDERS) as
    lenders (the "ORIGINAL LENDERS"); and

(5) CITIBANK INTERNATIONAL PLC as agent of the Lenders (the "AGENT").

IT  IS AGREED as follows:

                                    SECTION 1
                                 INTERPRETATION

1.  DEFINITIONS AND INTERPRETATION

1.1 DEFINITION
    In this Agreement:

    "AFFILIATE" means, in relation to any person, a Subsidiary of that person or
    a Holding Company of that person or any other Subsidiary of that Holding
    Company.

    "AGENT'S SPOT RATE OF EXCHANGE" means the Agent's spot rate of exchange for
    the purchase of the relevant currency with the Base Currency in the London
    foreign exchange market at or about 11:00 a.m. on a particular day.

    "ANNUAL COMPLIANCE CERTIFICATE" means a Compliance Certificate in respect of
    the last Quarter of any financial year of the Borrower.

    "AUTHORISATION" means an authorisation, consent, approval, resolution,
    licence, exemption, filing or registration.

    "AVAILABLE FACILITY A" means the aggregate for the time being of each
    Lender's Available Facility A Commitment.

    "AVAILABLE FACILITY A COMMITMENT" means a Lender's Facility A Commitment
    minus:

    (a) the Base Currency Amount of its participation in any outstanding
        Facility A Loans and Guarantees; and

    (b) in relation to any proposed Facility A Utilisation, the Base Currency
        Amount of its participation in any Facility A Loans and Guarantees that
        are due to be made on or before the proposed Utilisation Date, other
        than that Lender's participation in any

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        Facility A Loans and Guarantees that are due to be repaid, prepaid or,
        as the case may be, expire on or before the proposed Utilisation Date.

    "AVAILABLE FACILITY B" means the aggregate for the time being of each
    Lender's Available Facility B Commitment.

    "AVAILABLE FACILITY B COMMITMENT" means a Lender's Facility B Commitment
    minus:

    (a) the Base Currency Amount of its participation in any outstanding
        Facility B Loans; and

    (b) in relation to any proposed Facility B Utilisation, the Base Currency
        Amount of its participation in any Facility B Loans that are due to be
        made on or before the proposed Utilisation Date.

    "BASE CURRENCY" means euro.

    "BASE CURRENCY AMOUNT" means, in relation to a Loan or a Guarantee, the
    amount specified in the Utilisation Request delivered by the Borrower for
    that Loan or a Guarantee (or, if the amount requested is not denominated in
    the Base Currency, the amount of such Loan or the Guaranteed Amount of such
    Guarantee converted into the Base Currency at the Agent's Spot Rate of
    Exchange on the date which is three Business Days before the Utilisation
    Date or, if later, on the date the Agent receives the Utilisation Request)
    adjusted to reflect any repayment, prepayment or cancellation of the Loan or
    Guarantee as the case may be.

    "BREAK COSTS" means the amount (if any) by which:

    (a) the interest (other than the Margin and any Mandatory Cost) which a
        Lender would have received for the period from the date of receipt of
        all or any part of its participation in a Loan or Unpaid Sum to the last
        day of the current Interest Period in respect of that Loan or Unpaid
        Sum, had the principal amount or Unpaid Sum received been paid on the
        last day of that Interest Period;

    exceeds:

    (b) the amount which that Lender would be able to obtain by placing an
        amount equal to the principal amount or Unpaid Sum received by it on
        deposit with a leading bank in the Relevant Interbank Market for a
        period starting on the Business Day following receipt or recovery and
        ending on the last day of the current Interest Period.

    "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
    are open for general business in London and:

    (a) (in relation to any date for payment or purchase of a currency other
        than euro) the principal financial centre of the country of that
        currency; or

    (b) (in relation to any date for payment or purchase of euro) which is a
        TARGET Day.

    "CASH COVER" means in relation to any Guarantee, a deposit in an
    interest-bearing account or accounts in the name of the Fronting Bank in the
    principal centre of the relevant currency of the

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    Guarantee as the Fronting Bank may specify, that deposit and account to be
    secured in favour of, and on terms and conditions acceptable to, the
    Fronting Bank acting reasonably.

    "COMMITMENT" means, in relation to a Lender at any time the aggregate of its
    Facility A Commitment and its Facility B Commitment.

    "COMPLIANCE CERTIFICATE" means a certificate substantially in the form set
    out in Schedule 6 (FORM OF COMPLIANCE CERTIFICATE).

    "DEFAULT" means an Event of Default or any event or circumstance specified
    in Clause 24 (EVENTS OF DEFAULT) which would (with the expiry of a grace
    period, the giving of notice, the making of any determination under the
    Finance Documents or any combination of any of the foregoing) be an Event of
    Default.

    "DISPOSAL" means a sale, transfer or other disposal (including by way of
    lease or loan) by a person of all or part of its assets, whether by one
    transaction or a series of transactions.

    "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by a
    person in respect of any Environmental Law.

    "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in which
    any Group Company conducts business which relates to the pollution or
    protection of the environment or harm to or the protection of human health
    or the health of animals or plants.

    "EURIBOR" means, in relation to any Loan in euro:

    (a) the applicable Screen Rate; or

    (b) (if no Screen Rate is available for the period of that Loan) the
        arithmetic mean of the rates (rounded upwards to four decimal places) as
        supplied to the Agent at its request quoted by the Reference Banks to
        leading banks in the European interbank market,

    as of the Specified Time on the Quotation Day for the offering of deposits
    in euro for a period comparable to the Interest Period of the relevant Loan.

    "EVENT OF DEFAULT" means any event or circumstance specified as such in
    Clause 24 (EVENTS OF DEFAULT).

    "EXPIRY DATE" means, in relation to any Guarantee, the date on which the
    maximum aggregate liability under that Guarantee is to be reduced to zero.

    "FACILITIES" means Facility A and Facility B.

    "FACILITY A" means the multicurrency revolving loan and guarantee facility
    made available under this Agreement as described in Clause 2.1(a) (THE
    FACILITIES).

    "FACILITY A AVAILABILITY PERIOD" means the period from and including the
    date of this Agreement to and including the date falling 1 month prior to
    the Facility A Termination Date.

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    "FACILITY A COMMITMENT" means:

    (a) in relation to an Original Lender, the amount in the Base Currency set
        opposite its name under the heading "Facility A Commitment" in Schedule
        1 (THE ORIGINAL LENDERS) and the amount of any other Facility A
        Commitment transferred to it under this Agreement; and

    (b) in relation to any other Lender, the amount in the Base Currency of any
        Facility A Commitment transferred to it under this Agreement,

    to the extent not cancelled, reduced or transferred by it under this
    Agreement.

    "FACILITY A LOAN" means a loan made or to be made under Facility A or the
    principal amount outstanding for the time being of that loan.

    "FACILITY A OUTSTANDINGS" means the aggregate of the Base Currency Amount
    from time to time of each of the Facility A Loans and each Guarantee.

    "FACILITY A TERMINATION DATE" means the date falling 5 years after the date
    of this Agreement.

    "FACILITY B" means the loan facility made available under this Agreement as
    described in Clause 2.1 (b) (THE FACILITIES).

    "FACILITY B AVAILABILITY PERIOD" means the period from and including the
    date of this Agreement to and including 31 March 2002.

    "FACILITY B COMMITMENT" means:

    (a) in relation to an Original Lender, the amount in the Base Currency set
        opposite its name under the heading "Facility B Commitment" in Schedule
        1 (THE ORIGINAL LENDERS) and the amount of any other Facility B
        Commitment transferred to it under this Agreement; and

    (b) in relation to any other Lender, the amount in the Base Currency of any
        Facility B Commitment transferred to it under this Agreement,

    to the extent not cancelled, reduced or transferred by it under this
    Agreement.

    "FACILITY B INITIAL TERMINATION DATE" means the date falling 364 days after
    the date of this Agreement, or if that date is not a Business Day, the
    immediately preceding Business Day.

    "FACILITY B LOAN" means a loan made or to be made under Facility B or the
    principal amount outstanding for the time being of that loan.

    "FACILITY B REPAYMENT DATE" means the date notified by the Borrower to the
    Agent as being such in the Extension Request.

    "FACILITY OFFICE" means the office or offices notified by a Lender to the
    Agent in writing on or before the date it becomes a Lender (or, following
    that date, by not less than five Business Days' written notice) as the
    office or offices through which it will perform its obligations under this
    Agreement.

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    "FEE LETTER" means the letter dated 3 May 2001 addressed by the Lead
    Arrangers to the Borrower and any other fee letter or letters dated on or
    about the date of this Agreement between the Agent or the Fronting Bank and
    the Borrower setting out any of the fees referred to in Clause 14 (FEES).

    "FINANCE DOCUMENT" means this Agreement, the SISA Guarantee and any Fee
    Letter.

    "FINANCE PARTY" means the Agent, the Lead Arrangers, the Fronting Bank or a
    Lender.

    "FINANCIAL INDEBTEDNESS" means (without double counting) any indebtedness
    for or in respect of:

    (a) moneys borrowed;

    (b) any amount raised by acceptance under any acceptance credit facility;

    (c) any amount raised pursuant to any note purchase facility or the issue of
        bonds, notes, debentures, loan stock or any similar instrument;

    (d) the amount of any liability in respect of any hire purchase agreement,
        conditional sale agreement or lease which would, in accordance with
        generally accepted accounting standards in the relevant jurisdiction be
        treated as a finance or capital lease;

    (e) any guarantee, bond, stand-by letter of credit or other similar
        instrument issued in connection with the performance of contracts;

    (f) any interest rate or currency swap agreement or any other hedging or
        derivatives instrument or agreement;

    (g) any arrangement entered into primarily as a method of raising finance
        pursuant to which any asset sold or otherwise disposed of by that person
        is or may be leased to or reacquired by a Group Company (whether
        following the exercise of an option or otherwise); or

    (h) any guarantee, indemnity or similar insurance against financial loss
        given in respect of the obligation of any person falling within any of
        paragraphs (a) to (g) above,

    except that indebtedness owing by one Group Company to another Group Company
    shall not be taken into account as Financial Indebtedness.

    "FRONTING BANK" means a Lender which each of the Borrower, the Agent and
    that Lender have agreed to be the Fronting Bank and the Agent has notified
    all Parties of the same.

    "GROUP" means each Obligor and their respective Subsidiaries for the time
    being and "GROUP COMPANY" means any one of the same.

    "GUARANTEE" means a guarantee, bond, performance bond, indemnity, letter of
    credit, documentary or other credit or any other instrument of suretyship or
    payment, issued, undertaken or made, as the case may be, proposed to be
    issued, undertaken or made by the Fronting Bank under Facility A.

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    "GUARANTEED AMOUNT" means, in relation to a Guarantee:

    (a) each sum paid or payable by the Fronting Bank to the beneficiary of such
        Guarantee pursuant to the terms of that Guarantee; and

    (b) all liabilities, costs (including, without limitation, any costs
        incurred in funding any amount which falls due from the Fronting Bank
        under such Guarantee), claims, losses and expenses which the Fronting
        Bank incurs or sustains in connection with such Guarantee,

    in each case which has not been reimbursed pursuant to Clause 9 (BORROWER'S
    LIABILITIES IN RELATION TO GUARANTEES).

    "GUARANTEE PROPORTION" means, in relation to a Lender in respect of any
    Guarantee and save as otherwise provided in this Agreement, the proportion
    (expressed as a percentage) borne by that Lender's Available Facility A
    Commitment to the Available Facility A immediately prior to the issue of
    that Guarantee.

    "HOLDING COMPANY" means, in relation to a company or corporation, any other
    company or corporation in respect of which it is a Subsidiary.

    "IAS" means the international accounting principles formulated by the
    International Accounting Standards Committee.

    "INFORMATION MEMORANDUM" means the document in the form approved by the
    Borrower concerning the Group which, at the Borrower's request and on their
    behalf, was prepared in relation to the syndication of the Facilities and
    distributed by the Lead Arrangers to selected financial institutions before
    the date of this Agreement.

    "INTEREST PERIOD" means, in relation to a Loan, each period determined in
    accordance with Clause 12 (INTEREST PERIODS AND TERMS) and, in relation to
    an Unpaid Sum, each period determined in accordance with Clause 11.3
    (DEFAULT INTEREST).

    "LENDER" means:

    (a) any Original Lender; and

    (b) any bank or financial institution which has become a Party as a Lender
        in accordance with Clause 25 (CHANGES TO THE LENDERS),

    which in each case has not ceased to be a Party in accordance with the terms
    of this Agreement.

    "LIBOR" means, in relation to any Loan:

    (a) the applicable Screen Rate; or

    (b) (if no Screen Rate is available for the currency or period of that Loan)
        the arithmetic mean of the rates (rounded upwards to four decimal
        places) as supplied to the Agent at its request quoted by the Reference
        Banks to leading banks in the London interbank market,

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        as of the Specified Time on the Quotation Day for the offering of
        deposits in the currency of that Loan and for a period comparable to the
        interest Period for that Loan.

    "LOAN" means any Facility A Loan or Facility B Loan.

    "LMA" means the Loan Market Association.

    "MAJORITY LENDERS" means:

    (a) until the Total Commitments have been reduced to zero, a Lender or
        Lenders whose Commitments aggregate more than 66 2/3% of the Total
        Commitments (or, if the Total Commitments have been reduced to zero, and
        there are no loans or Guarantees then outstanding, aggregated more than
        66 2/3 per cent. of the Total Commitments immediately prior to that
        reduction); or

    (b) at any other time, a Lender or Lenders whose participations in the
        Facilities then outstanding aggregate more than 66 2/3% of all the
        Facilities then outstanding.

    "MANDATORY COST" means the percentage rate per annum calculated by the Agent
    in accordance with Schedule 4 (MANDATORY COST FORMULAE).

    "MARGIN" means 0.55 per cent. per annum.

    "MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of
    the Obligors (taken together) to perform their payment obligations under the
    Finance Documents or the ability of the Borrower to comply with the
    covenants set out in Clause 22.1 (FINANCIAL COVENANTS).

    "MATERIAL SUBSIDIARY" means, at any time, a subsidiary of an Obligor which
    has:

    (a) earnings before interest and tax representing 10 per cent. or more of
        the consolidated earnings before interest and tax of the Group (the
        "CONSOLIDATED EARNINGS"); or

    (b) gross assets representing 10 per cent. or more of the consolidated gross
        assets of the Group (the "CONSOLIDATED ASSETS"); and

    (c) in the event that those Group Companies falling within (a) and (b) above
        when taken together with the Obligors do not account for at least 90% of
        the Consolidated Earnings and at least 90% of the Consolidated Assets,
        such other Group Companies as are necessary to ensure that the Material
        Subsidiaries when taken together with the Obligors account for at least
        90% of the Consolidated Earnings and at least 90% of the Consolidated
        Assets (with Group Companies being included as Material Subsidiaries in
        the order in which their earnings before interest and tax and/or gross
        assets are closest to 10 per cent. of the Consolidated Earnings or, as
        the case may be, the Consolidated Assets),

    in each case as set out, until the first Annual Compliance Certificate is
    delivered, in the list provided to the Agent pursuant to Schedule 2
    (CONDITIONS PRECEDENT) paragraph (3)(g) and thereafter in the most recent
    Annual Compliance Certificate (for the avoidance of doubt, calculated by
    reference to the latest annual consolidated financial statements of the
    Group

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    delivered by the Borrower to the Agent pursuant to Clause 21.1 (FINANCIAL
    STATEMENTS)) and as updated from time to time by a Material Subsidiary
    Update Certificate.

    "MATERIAL SUBSIDIARY UPDATE CERTIFICATE" means a certificate delivered
    pursuant to Clause 21.6 (CHANGE IN MATERIAL SUBSIDIARIES)

    "MONTH" means a period starting on one day in a calendar month and ending on
    the numerically corresponding day in the next calendar month, except that:

    (a) (subject to paragraph (c) below) if the numerically corresponding day is
        not a Business Day, that period shall end on the next Business Day in
        that calendar month in which that period is to end if there is one, or
        if there is not, on the immediately preceding Business Day;

    (b) if there is no numerically corresponding day in the calendar month in
        which that period is to end, that period shall end on the last Business
        Day in that calendar month; and

    (c) if an Interest Period begins on the last Business Day of a calendar
        month, that Interest Period shall end on the last Business Day in the
        calendar month in which that Interest Period is to end.

    The above rules will only apply to the last Month of any period.

    "OBLIGORS" means the Borrower and the Guarantor.

    "OPTIONAL CURRENCY" means a currency (other than the Base Currency) which
    complies with the conditions set out in Clause 4.3 (CONDITIONS RELATING TO
    OPTIONAL CURRENCIES).

    "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated financial
    statements of the Obligors and their respective subsidiaries and the audited
    unconsolidated financial statements of the Obligors (if required to be
    produced by law) for the financial year ended 30 September 2000.

    "PAPER BUSINESS" means, any one or more of the following businesses:

    (a) the production, manufacture, distribution, supply, sale, purchase and
        trading in respect of paper (including but not limited to fine paper,
        coated and uncoated woodfree paper, packaging paper, publication paper
        and newsprint);

    (b) pulp (including all chemical or other manufacturing processes relating
        to pulp); and

    (c) wood products (including all initial processes, manufacturing or
        otherwise relating to paper, pulp and paper pulp), the growing of timber
        supplies

    and any other businesses related or ancillary to any of the foregoing.

    "PARTICIPATING MEMBER STATE" means any member state of the European
    Communities that adopts or has adopted the euro as its lawful currency in
    accordance with legislation of the European Union relating to European
    Monetary Union.

    "PARTY" means a party to this Agreement and includes its successors in
    title, permitted assigns and permitted transferees.

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    "QUARTER" means each period of three months ending on a Quarter Date.

    "QUARTER DATE" means the Borrower's quarterly accounting date on or around
    the end of any March, June, September or December.

    "QUALIFYING LENDER" has the meaning given to it in Clause 15 (TAX GROSS UP
    AND INDEMNITIES).

    "QUOTATION DAY" means, in relation to any period for which an interest rate
    is to be determined:

    (a) (if the currency is sterling) the first day of that period;

    (b) (if the currency is euro) two TARGET Days before the first day of that
        period; or

    (c) (for any other currency) two Business Days before the first day of that
        period,

    unless market practice differs in the Relevant Interbank Market for a
    currency, in which case the Quotation Day for that currency will be
    determined by the Agent in accordance with market practice in the Relevant
    Interbank Market (and if quotations would normally be given by leading banks
    in the Relevant Interbank Market on more than one day, the Quotation Day
    will be the last of those days).

    "REFERENCE BANKS" means, in relation to LIBOR, the principal London offices
    of Citibank, N.A., The Chase Manhattan Bank and ABN AMRO Bank N.V. and, in
    relation to EURIBOR, the principal office in Brussels of Citibank, N.A., The
    Chase Manhattan Bank and ABN AMRO Bank N.V. or such other banks as may be
    appointed by the Agent in consultation with the Borrower.

    "RELEVANT INTERBANK MARKET" means in relation to euro, the European
    interbank market and, in relation to any other currency, the London
    interbank market.

    "REPEATING REPRESENTATIONS" means each of the representations set out in
    Clause 20 (REPRESENTATIONS) other than Clause 20.6 (NO PROCEEDINGS PENDING
    OR THREATENED), Clause 20.7 (FINANCIAL STATEMENTS), Clause 20.9 (PARI PASSU
    RANKING), Clause 20.10 (ENVIRONMENTAL COMPLIANCE), Clause 20.11
    (ENVIRONMENTAL CLAIM), Clause 20.14 (NO MISLEADING INFORMATION) and Clause
    20.15 (OWNERSHIP OF EACH OBLIGOR)) but on the basis that the words "or other
    Default" are deleted in Clause 20.13 (NO DEFAULT) on each repetition of this
    representation).

    "RESERVATIONS" means the principle that equitable remedies are remedies
    which may be granted or refused at the discretion of the court, the
    limitation of enforcement by laws relating to bankruptcy, insolvency,
    liquidation, reorganisation, court schemes, moratoria, administration and
    other laws generally affecting the rights of creditors, the time barring of
    claims under the Limitations Act, the possibility that an undertaking to
    assume liability for or to indemnify a person against non-payment of United
    Kingdom stamp duty may be void, defences of set-off or counterclaim and
    similar principles, rights and defences under the laws of any foreign
    jurisdictions in which relevant obligations may have to be performed, and
    any qualifications relating to matters of law contained in or referred to in
    the legal opinions to be delivered to the Agent pursuant to paragraph 2 of
    Schedule 2 (CONDITIONS PRECEDENT).

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    "ROLLOVER LOAN" means one or more Facility A Loans:

    (a) made or to be made on the same day that

        (i)  a maturing Facility A Loan is due to be repaid; or

        (ii) demand in respect of a Guarantee is due to be met;

    (b) the aggregate amount of which is equal to or less than the maturing
        Facility A Loan;

    (c) in the same currency as the maturing Facility A Loan (unless it arose as
        a result of the operation of Clause 7.2 (UNAVAILABILITY OF A CURRENCY))
        or Guarantee; and

    (d) made or to be made for the purpose of:

        (i)  refinancing a maturing Facility A Loan; or

        (ii) satisfying any demand made by the Agent pursuant to a payment being
             made under a Guarantee.

    "SAPPI" means Sappi Limited, a company incorporated in the Republic of South
    Africa with registered number 05/08963/06.

    "SAPPI GROUP COMPANY" means Sappi and any Subsidiary of Sappi other than a
    Group Company.

    "SCREEN RATE" means:

    (a) in relation to LIBOR, the British Bankers Association Interest
        Settlement Rate for the relevant currency and period; and

    (b) in relation to EURIBOR, the percentage rate per annum determined by the
        Banking Federation of the European Union for the relevant period,

    displayed on the appropriate page of the Telerate screen. If the agreed page
    is replaced or service ceases to be available, the Agent may specify another
    page or service displaying the appropriate rate after consultation with the
    Borrower and the Lenders.

    "SD WARREN ACQUISITION" means the acquisition by Sappi of the entire issued
    share capital in SDW Holdings Corporation pursuant to a stock merger
    agreement dated 8 October 1994 entered into between Kimberley-Clark Tissue
    Corporation, Sappi and SDW Acquisition Corporation.

    "SD WARREN GROUP" means SDW Holdings Corporation and its subsidiaries.

    "SECURITY" means a mortgage, charge, pledge, lien, right of set-off,
    retention of title provision, or any other security interest securing any
    obligation of any person or any other agreement or arrangement having the
    effect of giving security or preferential ranking to a creditor.

    "SELECTION NOTICE" means a notice in relation to Facility B substantially in
    the form set out in Part B (SELECTION NOTES) of Schedule 3 (REQUESTS) given
    in accordance with Clause 12 (INTEREST PERIODS AND TERMS).

                                     - 10 -
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    "SISA GUARANTEE" means the guarantee dated on or about the date of this
    Agreement granted by the Guarantor in favour of the Agent for and on behalf
    of the Finance Parties.

    "SPECIFIED TIME" means a time determined in accordance with Schedule 8
    (TIMETABLES).

    "SUBSIDIARY" means in relation to any company or corporation, a company or
    corporation:

    (a) which is controlled, directly or indirectly, by the first mentioned
        company or corporation;

    (b) more than half the issued share capital of which is beneficially owned,
        directly or indirectly, by the first mentioned company or corporation;
        or

    (c) which is a Subsidiary of another Subsidiary of the first mentioned
        company or corporation,

    and for this purpose, a company or corporation shall be treated as being
    controlled by another if that other company or corporation is able to direct
    its affairs and/or to control the composition of its board of directors or
    equivalent body.

    "TARGET" means Trans-European Automated Real-time Gross Settlement Express
    Transfer payment system.

    "TARGET DAY" means any day on which TARGET is open for the settlement of
    payments in euro.

    "TAX" means any tax, levy, impost, duty or other charge or withholding of a
    similar nature (including any penalty or interest payable in connection with
    any failure to pay or any delay in paying any of the same).

    "TERM" means, in relation to any Guarantee, the period from its Utilisation
    Date until its Expiry Date.

    "TOTAL COMMITMENTS" means the aggregate of the Commitments, being euro
    900,000,000 at the date of this Agreement.

    "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
    Commitment of each of the Lenders.

    "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B
    Commitment of each of the Lenders.

    "TRANSFER CERTIFICATE" means a certificate substantially in the form set out
    in Schedule 5 (FORM OF TRANSFER CERTIFICATE) or any other form agreed
    between the Agent and the Borrower.

    "TRANSFER DATE" means, in relation to a transfer, the later of:

    (a) the proposed Transfer Date specified in the Transfer Certificate; and

    (b) the date on which the Agent executes the Transfer Certificate.

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    "UNPAID SUM" means any sum due and payable but unpaid by an Obligor under
    the Finance Documents.

    "UTILISATION" means a utilisation of either Facility A or Facility B.

    "UTILISATION DATE" means the date of a Utilisation, being the date on which
    a Loan is to be made or the relevant Guarantee is to be issued.

    "UTILISATION REQUEST" means a notice substantially in the form set out in
    Part A (UTILISATION REQUEST) of Schedule 3 (REQUESTS).

    "VAT" means value added tax as provided for in the Value Added Tax Act 1994
    and any other tax of a similar nature.

1.2 CONSTRUCTION
(a) Any reference in this Agreement to:

    (i)   "ASSETS" includes present and future properties, revenues and rights
          of every description;

    (ii)  the "EUROPEAN INTERBANK MARKET" means the interbank market for euro
          operating in Participating Member States;

    (iii) a "FINANCE DOCUMENT" or any other agreement or instrument is a
          reference to that Finance Document or other agreement or instrument as
          amended or novated;
    (iv)  "INDEBTEDNESS" includes any obligation (whether incurred as principal
          or as surety) for the payment or repayment of money, whether present
          or future, actual or contingent;

    (v)   a Lender's "PARTICIPATION", in relation to:

          (1) a Loan, means the amount of such Loan that is owed to such Lender
              or, as the case may be, the amount of such Loan that such Lender
              is obliged to make available; and

          (2) a Guarantee means that Lender's Guarantee Proportion of the
              Guaranteed Amount of such Guarantee; and

          (3) the Facilities, means the aggregate of such Lender's
              participations in each Loan and each Guarantee;

    (vi)  a "PERSON" includes any person, firm, company, corporation,
          government, state or agency of a state or any association, trust or
          partnership (whether or not having separate legal personality) or two
          or more of the foregoing;

    (vii) a "REGULATION" includes any regulation, rule, official directive,
          request or guideline (whether or not having the force of law but, in
          so far as the same applies to a class of financial institutions of
          which a Lender is one, if not having the force of law, being a
          regulation or the like with which such financial institutions
          customarily comply in the ordinary course of their business) of any
          governmental, intergovernmental or

                                     - 12 -
<Page>


          supranational body, agency, department or regulatory, self-regulatory
          or other authority or organisation;

    (viii)a provision of law is a reference to (that provision as amended or
          re-enacted; and

    (ix)  unless a contrary indication appears, a time of day is a reference to
          London time.

(b) where there is reference in this agreement to any amount, limit or threshold
    specified in euro, sterling or dollars, in ascertaining whether or not that
    amount, limit or threshold has been attained, broken or achieved, as the
    case may be, a non-euro amount shall be counted on the basis of the
    equivalent in euro of that amount using the Agent's Spot Rate of Exchange.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance
    Document or in any notice given under or in connection with any Finance
    Document has the same meaning in that Finance Document or notice as in this
    Agreement.

(e) A Default is "CONTINUING" if it has not been remedied or waived.

1.3 CURRENCY SYMBOLS AND DEFINITIONS
    "$" and "DOLLARS" denote lawful currency of the United States of America.
    "[POUND]" and "STERLING" denote lawful currency of the United Kingdom and
    "EUR" and "EURO" means the single currency unit of the Participating Member
    States.

1.4 THIRD PARTY RIGHTS
    A person who is not a party to this Agreement has no right under the
    Contract (Rights of Third Parties) Act 1999 to enforce any term of this
    Agreement.

                                     - 13 -
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                                    SECTION 2
                                 THE FACILITIES

2.  THE FACILITIES

2.1 THE FACILITIES
    Subject to the terms of this Agreement, the Lenders make available to the
    Borrower the following facilities:

    (a) a multicurrency revolving loan and guarantee facility in a maximum
        aggregate amount of euro 562,500,000; and

    (b) a multicurrency term loan facility, in a maximum aggregate amount of
        euro 337,500,000 incorporating an extension option.

2.2 FINANCE PARTIES' RIGHTS AND OBLIGATIONS
(a) The obligations of each Finance Party under the Finance Documents are
    several. Failure by a Finance Party to perform its obligations under the
    Finance Documents does not affect the obligations of any other Party under
    the Finance Documents. No Finance Party is responsible for the obligations
    of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance
    Documents are separate and independent rights and any debt arising under the
    Finance Documents to a Finance Party from an Obligor shall be a separate and
    independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents,
    separately enforce its rights under the Finance Documents.

3.  PURPOSE

3.1 PURPOSE
    (a) The Borrower shall apply all amounts borrowed by it under Facility A
        towards the general corporate purposes of the Group.

    (b) The Borrower shall apply all amounts borrowed by it under Facility B in
        or towards the discharge of:

        (i)  the facility made available to SDW Holdings Corporation and SD
             Warren Company pursuant to a credit agreement dated 6 March 1998
             made between SDW Holdings Corporation and SD Warren Company as
             borrowers, a group of domestic and international lenders and
             arranged by The Chase Manhattan Bank; and

        (ii) the $139,000,000 14% Series B Subordinated Exchange Debentures due
             2006 issued by SD Warren Company.

3.2 MONITORING
    No Finance Party is bound to monitor or verify the application of any amount
    borrowed pursuant to this Agreement.

                                     - 14 -
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4.  CONDITIONS OF UTILISATION

4.1 INITIAL CONDITIONS PRECEDENT
    The Borrower may not deliver a Utilisation Request unless the Agent has
    received all of the documents and other evidence listed in Schedule 2
    (CONDITIONS PRECEDENT) in form and substance satisfactory to the Agent. The
    Agent shall notify the Borrower and the Lenders promptly upon being so
    satisfied.

4.2 FURTHER CONDITIONS PRECEDENT
(a) The Lenders will only be obliged to comply with Clause 5.4 (LENDERS'
    PARTICIPATION) and the Fronting Bank will only be obliged to issue a
    Guarantee if on the date of the Utilisation Request and on the proposed
    Utilisation Date (other than in the case of a Rollover Loan):

    (i)  no Default is continuing or would result from the proposed Loan or
         Guarantee, as the case may be; and

    (ii) the Repeating Representations to be made by each Obligor are true in
         all respects.

(b) The Lenders will only be obliged to comply with Clause 7.3 (CHANGE OF
    CURRENCY) if, on the first day of an Interest Period, no Default is
    continuing or would result from the change of currency and the Repeating
    Representations to be made by each Obligor are true in all material
    respects.

4.3 CONDITIONS RELATING TO OPTIONAL CURRENCIES
(a) A currency will constitute an Optional Currency in relation to a Loan or a
    Guarantee if:

    (i)  it is readily available in the amount required and freely convertible
         into the Base Currency in the Relevant Interbank Market on, in the case
         of a Loan, the relevant Quotation Day and, in any case, the relevant
         Utilisation Date; and

    (ii) it is dollars or has been approved by the Agent (acting on the
         instructions of all the Lenders) prior to receipt by the Agent of the
         relevant Utilisation Request or Selection Notice for that Loan or, as
         the case may be, Guarantee.

(b) If the Agent has received a written request from the Borrower by the
    Specified Time for a currency to be approved under paragraph (a)(ii) above,
    the Agent will confirm to the Borrower by the Specified Time:

    (i)  whether or not the Lenders have granted their approval; and

    (ii) if approval has been granted, the minimum amount (and, if required,
         integral multiples) for any subsequent Utilisation in that currency.

(c) If the euro constitutes an Optional Currency at any time, a Loan will only
    be made available in the euro unit.

4.4 MAXIMUM NUMBER OF LOANS AND GUARANTEES
(a) The Borrower may not deliver a Utilisation Request if as a result of the
    proposed Utilisation ten or more Loans and/or Guarantees would be
    outstanding.

                                     - 15 -
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(b) Any Loan made by a single Lender under Clause 7.2 (UNAVAILABILITY OF A
    CURRENCY) shall not be taken into account in this Clause 4.4.

                                     - 16 -
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                                    SECTION 3
                                   UTILISATION

5.  UTILISATION

5.1 DELIVERY OF A UTILISATION REQUEST
    The Borrower may utilise Facility A or Facility B by delivery to the Agent
    of a duly completed Utilisation Request not later than the Specified Time.

5.2 COMPLETION OF A UTILISATION REQUEST
(a) Each Utilisation Request is irrevocable and will not be regarded as having
    been duly completed unless:

    (i)   in the case of a Loan, it specifies whether the Loan is to be a
          Facility A Loan or a Facility B Loan;

    (ii)  the proposed Utilisation Date is a Business Day within the Facility A
          Availability Period (in respect of a Facility A Loan or a Guarantee)
          or Facility B Availability Period (in respect of a Facility B Loan);

    (iii) the currency and amount of the Utilisation comply with Clause 5.3
          (CURRENCY AND AMOUNT);

    (iv)  the proposed Interest Period or Term, as the case may be, complies
          with Clause 12 (INTEREST PERIODS AND TERMS); and

    (v)   in relation to a Guarantee, the Fronting Bank and the Agent have
          approved the terms of the Guarantee, the purpose of its issue and the
          identity of the beneficiary by the Specified Time.

(b) Only one Loan or Guarantee may be requested in each Utilisation Request.

5.3 CURRENCY AND AMOUNT
(a) The currency specified in a Utilisation Request must be the Base Currency or
    an Optional Currency.

(b) The amount of the proposed Loan or Guarantee must be an amount whose Base
    Currency Amount is not more than the Available Facility A or the Available
    Facility B (as the case may be) and which:

    (i)   if the currency selected is the Base Currency, is a minimum of euro
          50,000,000 or, if less, the Available Facility A or Available Facility
          B (as the case may be) and is an integral multiple of euro 10,000,000;
          or

    (ii)  if the currency selected is dollars, is a minimum of $50,000,000 or,
          if less, the Available Facility A or the Available Facility B (as the
          case may be) and is an integral multiple of $10,000,000; or

    (iii) if the currency selected is an Optional Currency other than dollars,
          is the minimum amount (or an integral multiple, if required) specified
          by the Agent pursuant to

                                     - 17 -
<Page>

          paragraph (b) (ii) of Clause 4.3 (CONDITIONS RELATING TO OPTIONAL
          CURRENCIES) or, if less, the Available Facility A or Available
          Facility B (as the case may be).

    (iv)  in respect of a Guarantee, has a Base Currency Amount which when
          aggregated with the Base Currency Amounts of all Guarantees
          outstanding on the relevant Utilisation Date, does not exceed euro
          50,000,000.

5.4 LENDERS' PARTICIPATION
(a) If the conditions set out in this Agreement have been met, each Facility A
    Lender (in the case of a Facility A Loan) or Facility B Lender (in the case
    of a Facility B Loan) shall make its participation in each Facility A Loan
    (or Facility B Loan, as applicable) available through its Facility Office.

(b) The amount of each Lender's participation in each Facility A Loan or, as the
    case may be, Facility B Loan will be equal to the proportion borne by its
    Available Facility A Commitment or, as the case may be, Available Facility B
    Commitment to the Available Facility A or, as the case may be, Available
    Facility B immediately prior to making of the Facility A Loan or, as the
    case may be, making of the Facility B Loan.

5.5 NOTIFICATION
(a) The Fronting Bank shall provide a copy of each duly executed Guarantee to
    the Agent by the Specified Time.

(b) The Agent shall notify each Lender of the amount, currency and the Base
    Currency Amount of each Loan and each Guarantee by the Specified Time.

6.  GUARANTEES

6.1 COMPLETION OF GUARANTEES
    The Fronting Bank is authorised to issue any Guarantee pursuant to Clause 5
    (UTILISATION) by:

    (a)   completing the issue date and the proposed Expiry Date of that
          Guarantee; and

    (b)   executing and delivering that Guarantee to the relevant recipient on
          the Utilisation Date.

6.2 RESTRICTIONS ON PARTICIPATION IN GUARANTEES
    If at any time prior to the issue of a Guarantee any Lender is prohibited by
    law or pursuant to any request from or requirement of any central bank or
    other fiscal, monetary or other authority from having any right or
    obligation under this Agreement in respect of a Guarantee, that Lender shall
    notify the Agent by the Specified Time and:

    (a)   the maximum actual and contingent liabilities of the Fronting Bank
          under that Guarantee shall be reduced by an amount equal to an amount
          which would have been the amount of that Lender's Guarantee Proportion
          of that Guarantee if the prohibition had not occurred;

    (b)   the Guarantee Proportion of that Lender in relation to that Guarantee
          shall be nil; and

                                     - 18 -
<Page>

    (c)   that Lender's Available Facility A Commitment shall be reduced by an
          amount equal to an amount which would have been the amount of that
          Lender's Guarantee Proportion of the Guarantee if the prohibition had
          not occurred.

7.  OPTIONAL CURRENCIES

7.1 SELECTION OF CURRENCY
(a) The Borrower shall select the currency of a Loan or a Guarantee:

    (i)   (in the case of an initial Utilisation) in a Utilisation Request; and

    (ii)  (afterwards in relation to a Facility B Loan made to it) in a
          Selection Notice.

(b) If the Borrower fails to issue a Selection Notice in relation to a Facility
    B Loan prior to the Specified Time, the Loan will remain denominated for its
    next Interest Period in the same currency in which it is then outstanding.

(c) If the Borrower issues a Selection Notice requesting a change of currency
    and the first day of the requested Interest Period is not a Business Day for
    the new currency, the Agent shall promptly notify the Borrower and the
    Lenders and the Loan will remain in the existing currency (with Interest
    Periods running from one Business Day until the next Business Day) until the
    next day which is a Business Day for both currencies, on which day the
    requested Interest Period will begin.

(d) A Selection Notice requesting a change of currency may only be served in
    respect of a Facility B Loan in relation to an Interest Period commencing on
    or before the Facility B Initial Termination Date.

7.2 UNAVAILABILITY OF A CURRENCY
    If before the Specified Time on any Quotation Day in relation to a Loan:

    (a)  the Agent has received notice from a Lender that the Optional Currency
         requested is not readily available to it in the amount required; or

    (b)  a Lender notifies the Agent that compliance with its obligation to
         participate in a Loan in the proposed Optional Currency would
         contravene a law or regulation applicable to it,

    the Agent will give notice to the Borrower to that effect by the Specified
    Time on that day. In this event, any Lender that gives notice pursuant to
    this Clause 7.2 will be required to participate in the Loan in the Base
    Currency (in an amount equal to that Lender's proportion of the Base
    Currency Amount or, in respect of a Rollover Loan, an amount equal to that
    Lender's proportion of the Base Currency Amount of the maturing Facility A
    Loan that is due to be repaid) and its participation will be treated as a
    separate Loan denominated in the Base Currency during that Interest Period.

7.3 CHANGE OF CURRENCY
    If a Facility B Loan is to be denominated in different currencies during two
    successive Interest Periods:

                                     - 19 -
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    (a) if the currency for the second Interest Period is an Optional Currency,
        the amount of the Loan in that Optional Currency will be calculated by
        the Agent as the amount of that Optional Currency equal to the Base
        Currency Amount of the Loan at the Agent's Spot Rate of Exchange at the
        Specified Time;

    (b) if the currency for the second Interest Period is the Base Currency, the
        amount of the Loan will be equal to the Base Currency Amount;

    (c) the Borrower shall repay the Loan on the last day of the first Interest
        Period in the currency in which it was denominated for that Interest
        Period; and

    (d) (subject to Clause 4.2 (FURTHER CONDITIONS PRECEDENT)) the Lenders shall
        re-advance the Loan in the new currency in accordance with Clause 7.5
        (AGENT'S CALCULATIONS).

7.4 SAME OPTIONAL CURRENCY DURING SUCCESSIVE INTEREST PERIODS
(a) If a Facility B Loan is to be denominated in the same Optional Currency
    during two successive Interest Periods, the Agent shall calculate the amount
    of the Facility B Loan in the Optional Currency for the second of those
    Interest Periods (by calculating the amount of Optional Currency equal to
    the Base Currency Amount of that Facility B Loan at the Agent's Spot Rate of
    Exchange at the Specified Time) and (subject to paragraph (b) below):

    (i)  if the amount calculated is less than the existing amount of that
         Facility B Loan in the Optional Currency during the first Interest
         Period, promptly notify the Borrower and the Borrower shall pay, on the
         last day of the first Interest Period, an amount equal to the
         difference; or

    (ii) if the amount calculated is more than the existing amount of that
         Facility B Loan in the Optional Currency during the first Interest
         Period, promptly notify each Lender and, if no Event of Default is
         continuing, each Lender shall, on the last day of the first Interest
         Period, pay its participation in an amount equal to the difference.

(b) If the calculation made by the Agent pursuant to paragraph (a) above shows
    that the amount of the Facility A Loan in the Optional Currency has
    increased or decreased by less than 5 per cent. compared to its Base
    Currency Amount, no notification shall be made by the Agent and no payment
    shall be required under paragraph (a) above.

7.5 AGENT'S CALCULATIONS
    (a) All calculations made by the Agent pursuant to this Clause 7 will take
        into account any repayment, prepayment, consolidation or division of
        Facility B Loans to be made on the last day of the first Interest
        Period.

    (b) Each Lender's participation in a Loan will, subject to paragraph (a)
        above, be determined in accordance with paragraph (b) of Clause 5.4,
        (LENDERS' PARTICIPATION).

                                     - 20 -
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                                    SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

8.  REPAYMENT

8.1 REPAYMENT OF FACILITY A LOANS
    The Borrower shall repay each Facility A Loan on the last day of its
    Interest Period.

8.2 REPAYMENT OF FACILITY B LOANS
    Subject to Clause 8.3 (REQUEST FOR EXTENSION), the Borrower shall repay the
    Facility B Loans made to it in full on the Facility B Initial Termination
    Date or, if an Extension Request has been served, on the Facility B
    Repayment Date.

8.3 REQUEST FOR EXTENSION
    The Borrower shall be entitled to request that the maturity of each Facility
    B Loan outstanding on the Facility B Initial Termination Date be extended
    from the Facility B Initial Termination Date to a date falling on or before
    the first anniversary of the Facility B Initial Termination Date. Such
    request (the "EXTENSION REQUEST") shall be made in writing not less than 15
    Business Days before the Facility B Initial Termination Date and shall be
    unconditional and irrevocable and shall specify a date as the Facility B
    Repayment Date. Only one Extension Request may be made.

8.4 NOTIFICATION TO BANKS
    The Agent shall advise each Facility B Lender of the Extension Request as
    soon as practicable after receipt thereof.

8.5 EXTENSION OF FACILITY B LOANS
    If the Borrower has delivered an Extension Request pursuant to Clause 8.3
    (REQUEST FOR EXTENSION), the maturity of each Facility B Loan outstanding on
    the Facility B Initial Termination Date shall automatically be extended to
    the Facility B Repayment Date.

9.  BORROWER'S LIABILITIES IN RELATION TO GUARANTEES

9.1 DEMANDS UNDER GUARANTEES
    If a demand is made under a Guarantee or the Fronting Bank incurs in
    connection with a Guarantee any other liability, cost, claim, loss or
    expense which is to be reimbursed pursuant to this Agreement, the Fronting
    Bank shall promptly notify the Agent of the amount of such demand or such
    liability, cost, claim, loss or expense and the Guarantee to which it
    relates and the Agent shall promptly make demand upon the Borrower in
    accordance with this Agreement and notify the Lenders.

9.2 BORROWERS' INDEMNITY TO FRONTING BANK
    The Borrower shall irrevocably and unconditionally as a primary obligation
    indemnify (on demand of the Agent) the Fronting Bank against:

    (a) any sum paid or due and payable by the Fronting Bank under any
        Guarantee; and

    (b) all liabilities, costs (including, without limitation, any costs
        incurred in funding any amount which falls due from the Fronting Bank
        under any Guarantee or in connection

                                     - 21 -
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        with any Guarantee), claims, losses and expenses which the Fronting Bank
        may at any time incur or sustain in connection with or arising out of
        any Guarantee save for any such liabilities, costs, claims, losses and
        expenses which such Fronting Bank incurs or suffers as a result of its
        own negligence or wilful default.

9.3 BORROWERS' INDEMNITY TO LENDERS
    The Borrower shall irrevocably and unconditionally as a primary obligation
    indemnify (on demand of the Agent) each Lender against:

    (a) any sum paid or due and payable by that Lender (whether under Clause
        28.1 (LENDERS' INDEMNITY) or otherwise) in connection with any
        Guarantee; and

    (b) all liabilities, costs (including, without limitation, any costs
        incurred in funding any amount which falls due from that Lender in
        connection with any Guarantee), claims, losses and expenses which that
        Lender may at any time incur or sustain in connection with any Guarantee
        save for any such liabilities, costs, claims, losses and expenses
        incurred or sustained as a result of that Lender's or the Fronting
        Bank's own negligence or wilful default.

9.4 PRESERVATION OF RIGHTS
    Neither the obligations of the Borrower set out in this Clause 9 nor the
    rights, powers and remedies conferred on the Fronting Bank or Lender by this
    Agreement or by law shall be discharged, impaired or otherwise affected by:

    (a) the winding-up, dissolution, administration or re-organisation of the
        Fronting Bank, any Lender or any other person or any change in its
        status, function, control or ownership;

    (b) any of the obligations of the Fronting Bank, any Lender or any other
        person under this Agreement or under any Guarantee or under any other
        security taken in respect of its obligations under this Agreement or
        otherwise in connection with a Guarantee being or becoming illegal,
        invalid, unenforceable or ineffective in any respect;

    (c) time or other indulgence being granted or agreed to be granted to or by
        the Fronting Bank, any Lender or any other person under or in connection
        with a Guarantee, this Agreement or under any other security;

    (d) any amendment to, or any variation, waiver or release of, any obligation
        of the Fronting Bank, any Lender or any other person under a Guarantee
        or this Agreement;

    (e) any other act, event or omission which, but for this Clause 9, might
        operate to discharge, impair or otherwise affect any of the obligations
        of the Borrower set out in this Clause 9 or any of the rights, powers or
        remedies conferred upon the Fronting Bank or any Lender by this
        Agreement or by law.

    The obligations of the Borrower set out in this Clause 9 shall be in
    addition to and independent of every other security which the Fronting Bank
    or any Lender may at any time hold in respect of the Borrower's obligations
    under this Agreement.

                                     - 22 -
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9.5 SETTLEMENT CONDITIONAL
    Any settlement or discharge between the Borrower and the Fronting Bank or a
    Lender shall be conditional upon no security or payment to the Fronting Bank
    or Lender by the Borrower, or any other person on behalf of the Borrower,
    being avoided or reduced by virtue of any laws relating to bankruptcy,
    insolvency, liquidation or similar laws of general application and, if any
    such security or payment is so avoided or reduced, the Fronting Bank or
    Lender shall be entitled to recover the value or amount of such security or
    payment from the Borrower subsequently as if such settlement or discharge
    had not occurred.

9.6 RIGHT TO MAKE PAYMENTS UNDER GUARANTEES
    The Fronting Bank shall be entitled to make any payment in accordance with
    the terms of the relevant Guarantee without any reference to or further
    authority from the Borrower or any other investigation or enquiry. The
    Borrower irrevocably authorises the Fronting Bank to comply with any demand
    under a Guarantee which is valid on its face.

9.7 EXCHANGE RATE MOVEMENTS
(a) If on any 31 March or 30 September in any year (each a "MEASUREMENT
    DATE"):

    (i)  the Facility A Utilised Amount (as defined below) exceeds the Total
         Facility A Commitments; and

    (ii) the Agent determines that the equivalent in the Base Currency on the
         basis of the Agent's Spot Rate of Exchange of the Guaranteed Amounts of
         all Guarantees denominated in an Optional Currency shall be greater
         than the Base Currency Amount of those Guarantees by 5 per cent. or
         more,

    the Borrower shall, within 2 Business Days of receiving the Agent's demand
    to do so, pay to the credit of a Collateral Account (as defined in Clause
    9.7(c) below) such amounts in the relevant Optional Currencies to ensure
    that the aggregate of (i) the Base Currency Amount of those Guarantees and
    (ii) the equivalent in the Base Currency on the basis of the Agent's Spot
    Rate of Exchange of all sums standing to the credit of all Collateral
    Accounts on that Measurement Date shall, after the crediting of such
    amounts, equal the equivalent in the Base Currency on the basis of the
    Agent's Spot Rate of Exchange of the Guaranteed Amounts of those Guarantees.
    For the purposes of the above the "FACILITY A UTILISED AMOUNT" means, at any
    time, the aggregate of (i) all Facility A Loans denominated in euro, (ii)
    the equivalent in euro using the Agent's Spot Rate of Exchange of all
    Facility A Loans denominated in a currency other than euro, (iii) the
    aggregate of the Guaranteed Amounts of all Guarantees denominated in euro
    and (iv) the aggregate of the equivalent in euro using the Agent's Spot Rate
    of Exchange of the Guaranteed Amount of each Guarantee denominated in a
    currency other than euro.

(b) On each Measurement Date, PROVIDED THAT no Default has occurred and is
    continuing, the Borrower may withdraw such amounts standing to the credit of
    a Collateral Account (as determined by the Agent and comprised of such
    Optional Currencies as the Agent may select) to ensure that, after payment
    of such amounts, the aggregate of (i) the Base Currency Amount of all
    Guarantees denominated in an Optional Currency and (ii) the equivalent in
    the Base Currency on the basis of the Agent's Spot Rate of Exchange of all
    sums, if any, standing to the credit of all Collateral Accounts on that
    Measurement Date is equal to the equivalent in the Base Currency

                                     - 23 -
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    on the basis of the Agent's Spot Rate of Exchange of the Guaranteed Amounts
    of those Guarantees.

(c) In this Clause 9.7, a "COLLATERAL ACCOUNT" means, in relation to the
    Borrower and an Optional Currency, an account of the Borrower in that
    currency held with such bank as the Agent may nominate and designated as
    being in respect of Guarantees issued by the Fronting Bank at the request of
    the Borrower.

(d) On the first occasion the Borrower is obliged to make a payment to a
    Collateral Account, it shall open that Collateral Account and, if a Default
    is then continuing, shall charge the same to the Agent (as agent and trustee
    for itself, the Fronting Bank and the Lenders) on terms satisfactory to the
    Agent.

(e) Except as expressly permitted in this Clause 9.7, the Borrower may not
    withdraw any amount from a Collateral Account.

10. PREPAYMENT AND CANCELLATION

10.1 ILLEGALITY
(a) If, at any time after the date of this Agreement, it becomes unlawful in any
    jurisdiction for a Lender to perform any of its obligations as contemplated
    by this Agreement or to fund its participation in any Loan:

    (i)   that Lender shall promptly notify the Agent upon becoming aware of
          that event;

    (ii)  upon the Agent notifying the Borrower, the Commitment of that Lender
          will be immediately cancelled; and

    (iii) if the relevant Lender so requires, the Borrower shall repay that
          Lender's participation in the Loans on the last day of the Interest
          Period for each Loan occurring after the Agent has notified the
          Borrower or, if earlier, the date specified by the Lender in the
          notice delivered to the Agent (being no earlier than the last day of
          any applicable grace period permitted by law).

(b)  If it becomes unlawful for the Fronting Bank to perform any of its
     obligations as contemplated by this Agreement or to issue or leave
     outstanding any Guarantee, Facility A shall cease to be available for the
     issue of Guarantees and the Borrower shall use its reasonable endeavours to
     procure the release of each Guarantee outstanding at such time.

10.2 CHANGE OF CONTROL
(a)  For the purposes of this Clause 10.2, "ASSOCIATED PERSON" means, in
     relation to any person, a person who is acting in concert (as defined in
     The City Code on Takeover and Mergers) with that person or is a connected
     person (as defined in section 839 of the Income and Corporation Taxes Act
     1988) of that person.

(b)  If, on any date, (a "CHANGE OF CONTROL DATE"), without the prior consent of
     the Majority Lenders (such consent not to be unreasonably withheld or
     delayed), the whole of the issued share capital of either Obligor ceases to
     be owned, directly or indirectly by Sappi, then on the date (a "PREPAYMENT
     DATE") falling 30 days after such Change of Control Date:

                                     - 24 -
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     (i)  the Borrower shall prepay each Loan; and

     (ii) the Lenders obligations under this Agreement shall be terminated and
          the Total Commitments reduced to zero.

(c)  If, on any date, without the consent of the Majority Lenders (such consent
     not to be unreasonably withheld or delayed) a person (whether alone or
     together with any associated person or persons acting in concert) becomes
     the beneficial owner of shares in the issued share capital of Sappi
     carrying the right to exercise, or control the exercise of, more than 35
     per cent. of the maximum number of votes exercisable at a general meeting
     of Sappi then, on the date (a "PREPAYMENT DATE") falling 90 days after such
     date:

     (i)  the Borrower shall prepay each Loan; and

     (ii) the Lenders obligations under the Agreement shall be terminated and
          the Total Commitments reduced to zero.

(d)  On a Prepayment Date (as defined in either paragraph (b) or (c) above), the
     Borrower shall in respect of each Guarantee either provide Cash Cover in
     respect of each Guarantee in an amount equal to the Guaranteed Amount or
     procure the release of the Fronting Bank from such Guarantee.

10.3 VOLUNTARY CANCELLATION
     The Borrower may, if it gives the Agent not less than 3 Business Days' (or
     such shorter period as the Majority Lenders may agree) prior notice, cancel
     the whole or any part (being a minimum amount of euro 50,000,000 and in
     integral multiples of euro 10,000,000) of the Available Facility A or the
     Available Facility B. Any cancellation under this Clause 10.3 shall reduce
     rateably the Facility A Commitments or, as the case may be, the Facility B
     Commitments of the Lenders.

10.4 VOLUNTARY PREPAYMENT OF LOANS
(a)  The Borrower may, if it gives the Agent not less than 5 Business Days' (or
     such shorter period as the Majority Lenders may agree) prior notice, prepay
     the whole or any part of a Loan (but if in part, being an amount that
     reduces the Base Currency Amount of the Loan by a minimum amount of euro
     10,000,000).

(b)  Any amount prepaid in relation to a Facility B Loan shall reduce the
     Facility B Commitments pro rata by the Base Currency Amount of the amount
     so prepaid.

10.5 RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER
(a)  If:

     (i)  any sum payable to any Lender or the Fronting Bank by an Obligor is
          required to be increased under paragraph (c) of Clause 15.2 (TAX
          GROSS-UP); or

     (ii) any Lender or the Fronting Bank claims indemnification from the
          Borrower under Clause 15.3 (TAX INDEMNITY) or Clause 16.1 (INCREASED
          COSTS),

                                     - 25 -
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     the Borrower may, whilst the circumstance giving rise to the requirement or
     indemnification continues, give the Agent notice of cancellation of the
     Facility A Commitment and/or the Facility B Commitment (as the case may be)
     of that Lender and its intention to procure the repayment of that Lender's
     participation in the Loans.

(b)  On receipt of a notice referred to in paragraph (a) above, the Facility A
     Commitment and/or the Facility B Commitment (as the case may be) of that
     Lender shall immediately be reduced to zero.

(c)  On the last day of each Interest Period in respect of a Loan outstanding
     under the Facility or Facilities in respect of which the Borrower has given
     notice under paragraph (a) above (or, if earlier, the date specified by the
     Borrower in that notice), the Borrower shall repay that Lender's
     participation in that Loan and shall, in the case of such a notice given in
     respect of a Facility A Commitment, procure either that such Lender's
     Guarantee Proportion of each Guarantee be reduced to zero (by reduction of
     the amount of that Guarantee in an amount equal to that Lender's Guarantee
     Proportion) or provide Cash Cover in respect of each Guarantee in an amount
     equal to such Lender's Guarantee Proportion of the Guaranteed Amount of
     such Guarantee.

10.6 RESTRICTIONS
(a)  Any notice of cancellation or prepayment given by any Party under this
     Clause 10 shall be irrevocable and, unless a contrary indication appears in
     this Agreement, shall specify the date or dates upon which the relevant
     cancellation or prepayment is to be made and the amount of that
     cancellation or prepayment.

(b)  Any prepayment under this Agreement shall be made together with accrued
     interest on the amount prepaid and, subject to any Break Costs, without
     premium or penalty.

(c)  The Borrower may not reborrow any part of Facility B which is prepaid.

(d)  Unless a contrary indication appears in this Agreement, any part of
     Facility A which is prepaid may be reborrowed in accordance with the terms
     of this Agreement.

(e)  The Borrower shall not repay or prepay all or any part of the Loans or
     cancel all or any part of the Commitments except at the times and in the
     manner expressly provided for in this Agreement.

(f)  No amount of the Total Commitments cancelled under this Agreement may be
     subsequently reinstated.

(g)  If the Agent receives a notice under this Clause 10 it shall promptly
     forward a copy of that notice to either the Borrower or the affected
     Lender, as appropriate.

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                                    SECTION 5
                              COSTS OF UTILISATION

11.  INTEREST

11.1 CALCULATION OF INTEREST
     The rate of interest on each Loan for each Interest Period is the
     percentage rate per annum which is the aggregate of the applicable:

     (a)  Margin;

     (b)  LIBOR or, in relation to any Loan in euro, EURIBOR; and

     (c)  Mandatory Cost, if any.

11.2 PAYMENT OF INTEREST
     On the last day of each Interest Period the Borrower shall pay accrued
     interest on the Loan to which that Interest Period relates (and, if the
     Interest Period is longer than 6 Months, on the dates falling at 6 Monthly
     intervals after the first day of the Interest Period).

11.3 DEFAULT INTEREST
(a)  If an Obligor fails to pay any amount payable by it under a Finance
     Document on its due date, interest shall accrue on the overdue amount from
     the due date up to the date of actual payment (both before and after
     judgment) at a rate 1.00 per cent. higher than the rate which would have
     been payable if the overdue amount had, during the period of non-payment,
     constituted a Loan in the currency of the overdue amount for successive
     Interest Periods, each of a duration selected by the Agent (acting
     reasonably). Any interest accruing under this Clause 11.3 shall be
     immediately payable by the Borrower on demand by the Agent.

(b)  Default interest (if unpaid) arising on an overdue amount will be
     compounded with the overdue amount at the end of each Interest Period
     applicable to that overdue amount but will remain immediately due and
     payable.

11.4 NOTIFICATION OF RATES OF INTEREST
    The Agent shall promptly notify the Lenders and the Borrower of the
    determination of a rate of interest under this Agreement.

12.  INTEREST PERIODS AND TERMS

12.1 SELECTION OF INTEREST PERIODS AND TERMS
(a)  Each Facility A Loan shall have one Interest Period.

(b)  Interest on each Facility B Loan shall be calculated by reference to
     successive Interest Periods.

(c)  The Borrower may select an Interest Period for a Loan and a Term for a
     Guarantee in the Utilisation Request for that Loan or Guarantee as the case
     may be or (if a Facility B Loan has already been borrowed) in a Selection
     Notice.

(d)  Each Selection Notice is irrevocable and must be delivered to the Agent by
     the Borrower not later than the Specified Time.

                                     - 27 -
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(e)  If the Borrower fails to deliver a Selection Notice to the Agent in
     accordance with paragraph (b) above, the relevant Interest Period will,
     subject to Clause 12.2 (NON-BUSINESS DAYS), be 1 Month.

(f)  Subject to this Clause 12, the Borrower may select an Interest Period of 1,
     2, 3 or 6 Months or any other period agreed between the Borrower and the
     Agent (acting on the instructions of the Majority Lenders).

(g)  The Borrower may select a Term for a Guarantee ending on or before the
     Facility A Termination Date.

(h)  An Interest Period for a Loan shall not extend beyond, as applicable, the
     Facility A Termination Date (in the case of a Facility A Loan), the
     Facility B Initial Termination Date or, if an Extension Request has been
     served, the Facility B Repayment Date.

(i)  Each Interest Period for a Facility A Loan, a Facility B Loan and each Term
     for a Guarantee shall start on the Utilisation Date or (in the case of a
     subsequent Interest Period for a Facility B Loan) on the last day of its
     preceding Interest Period.

12.2 NON-BUSINESS DAYS
     If an Interest Period would otherwise end on a day which is not a Business
     Day, that Interest Period will instead end on the next Business Day in that
     calendar month (if there is one) or the preceding Business Day (if there is
     not).

12.3 CONSOLIDATION AND DIVISION OF FACILITY B LOANS
(a)  Subject to paragraph (b) below, if two or more Interest Periods:

     (i)  relate to Facility B Loans in the same currency; and

     (ii) end on the same date;

     those Facility B Loans will, unless the Borrower specifies to the contrary
     in the Selection Notice for the next Interest Period, be consolidated into,
     and treated as, a single Facility B Loan on the last day of the Interest
     Period.

(b)  Subject to Clause 4.4 (MAXIMUM NUMBER OF LOANS AND GUARANTEES) and Clause
     5.3 (CURRENCY AND AMOUNT), if the Borrower requests in a Selection Notice
     that a Facility B Loan be divided into two or more Facility B Loans, that
     Facility B Loan will, on the last day of its Interest Period, be so divided
     with Base Currency Amounts specified in that Selection Notice (of at least
     euro 50,000,000 each), being an aggregate Base Currency Amount equal to the
     Base Currency Amount of the Facility B Loan immediately before its
     division.

13.  CHANGES TO THE CALCULATION OF INTEREST

13.1 ABSENCE OF QUOTATIONS
     Subject to Clause 13.2 (MARKET DISRUPTION), if LIBOR or, if applicable,
     EURIBOR is to be determined by reference to the Reference Banks but a
     Reference Bank does not supply a quotation by the Specified Time on the
     Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the
     basis of the quotations of the remaining Reference Banks.

                                     - 28 -
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13.2 MARKET DISRUPTION
(a)  If a Market Disruption Event occurs in relation to a Loan for any Interest
     Period, then the rate of interest on each Lender's share of that Loan for
     the Interest Period shall be the rate per annum which is the sum of:

     (i)  the Margin;

     (ii) subject to Clause 13.3, the rate notified to the Agent by that Lender
          as soon as practicable and in any event before interest is due to be
          paid in respect of that Interest Period, to be that which expresses as
          a percentage rate per annum the cost to that Lender as certified by it
          with a copy to the Agent and the Borrower of funding its participation
          in that Loan from whatever source it may reasonably select; and

     (iii)the Mandatory Cost, if any, applicable to that Lender's participation
          in the Loan.

(b)  In this Agreement "MARKET DISRUPTION EVENT" means:

     (i)  at or about noon on the Quotation Day for the relevant Interest Period
          the Screen Rate is not available and none or only one of the Reference
          Banks supplies a rate to the Agent to determine LIBOR or, if
          applicable, EURIBOR for the relevant currency and Interest Period; or

     (ii) before close of business in London on the Quotation Day for the
          relevant Interest Period, the Agent receives notifications from a
          Lender or Lenders (whose participations in a Loan exceed 35 per cent.
          of that Loan) that the cost to it of obtaining matching deposits in
          the Relevant Interbank Market would be in excess of LIBOR or, if
          applicable, EURIBOR.

13.3 ALTERNATIVE BASIS OF INTEREST OR FUNDING
(a)  If a Market Disruption Event occurs and the Agent or the Borrower so
     requires, the Agent and the Borrower shall enter into negotiations (for a
     period of not more than thirty days) with a view to agreeing a substitute
     basis for determining the rate of interest.

(b)  Any alternative basis agreed pursuant to paragraph (a) above shall, with
     the prior consent of all the Lenders and the Borrower, be binding on all
     Parties.

13.4 BREAK COSTS
(a)  The Borrower shall, within three Business Days of demand by a Finance
     Party, pay to that Finance Party its Break Costs attributable to all or any
     part of a Loan or Unpaid Sum being paid by the Borrower on a day other than
     the last day of an Interest Period for that Loan or Unpaid Sum.

(b)  Each Lender shall, as soon as reasonably practicable after a demand by the
     Agent, provide a certificate confirming the amount of its Break Costs for
     any Interest Period in which they accrue.

                                     - 29 -
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14.  FEES

14.1 COMMITMENT FEE
(a)  The Borrower shall pay to the Agent (for the account of each Lender) a fee
     in the Base Currency computed at the rate of:

     (i)  0.25 per cent. per annum on that Lender's Facility A Available
          Commitment for the Facility A Availability Period; and

     (ii) 0.25 per cent. per annum on that Lender's Facility B Available
          Commitment for the Facility B Availability Period.

(b)  The accrued commitment fee is payable on the last day of each successive
     period of three Months which ends during the Facility A Availability Period
     or, as the case may be, the Facility B Availability Period, on the last day
     of the Facility A Availability Period or, as the case may be, the Facility
     B Availability Period and on the cancelled amount of the relevant Lender's
     Commitment at the time the cancellation is effective for the period up to
     the date of cancellation.

14.2 UTILISATION FEE
(a)  The Borrower shall pay to the Agent (for the account of each Lender) a
     utilisation fee in the Base Currency in respect of such Lender's
     participation in the Facility A Outstandings computed at the rate of:

    (i)   if the Facility A Outstandings are in an amount greater than 33 per
          cent. but less than or equal to 66 per cent of the maximum amount of
          Facility A as at the date of this Agreement, 0.10 per cent per annum
          of such Lender's participation in such Facility A Outstandings; and

    (ii)  if the Facility A Outstandings are greater than 66 per cent. of the
          maximum amount of Facility A as at the date of this Agreement, 0.15
          per cent. per annum of such Lender's participation in such Facility A
          Outstandings.

(b)  This fee is payable on the last day of each successive period of three
     Months which ends during the Facility A Availability Period and on the
     Facility A Termination Date.

14.3 EXTENSION FEE
(a)  If the maturity of the Facility B Loans is extended pursuant to Clause 8.5
     (EXTENSION OF FACILITY B LOANS), the Borrower shall pay to the Agent (for
     the account of each Lender) a fee in the Base Currency computed at the rate
     of 0.075 per cent. per annum on the aggregate Base Currency Amount of all
     the Facility B Loans.

(b)  The extension fee is payable on the Facility B Initial Termination Date.

14.4 GUARANTEE COMMISSION
     (a)  The Borrower shall, in respect of each Guarantee, pay to the Agent
          (for the account of each Lender) (for distribution in proportion to
          each Lender's Guarantee Proportion of that Guarantee) a Guarantee
          commission in the Base Currency at a rate equal to the Margin on the
          amount which is equal to paragraph (a) of the definition of Guaranteed
          Amount in respect of the relevant Guarantee.

                                     - 30 -
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    (b)   The Guarantee commission shall be paid in arrear in respect of each
          successive period of three Months (or such shorter period as shall end
          on the relevant Expiry Date) which begins during the Term of the
          relevant Guarantee, the first payment to be made on the date falling 3
          months from the Utilisation Date for that Guarantee and after that on
          the first day of each such period.

14.5 FRONTING BANK FEE
     The Borrower shall, in respect of each Guarantee, pay to the Fronting Bank
     a fee in the Base Currency in the amounts and at the times set out in a Fee
     Letter.

14.6 ARRANGEMENT AND UNDERWRITING FEES
     The Borrower shall pay to the Lead Arrangers and underwriters arrangement
     and underwriting fees in the amounts and at the times agreed in a Fee
     Letter.

14.7 AGENCY FEE
     The Borrower shall pay to the Agent (for its own account) an agency fee in
     the amount and at the times agreed in a Fee Letter.

                                     - 31 -
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                                    SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

15.  TAX GROSS UP AND INDEMNITIES

15.1 DEFINITIONS
(a)  In this Clause 15:

     "PROTECTED PARTY" means a Finance Party which is or will be, for or on
     account of Tax, subject to any liability or required to make any payment in
     relation to a sum received or receivable (or any sum deemed for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "QUALIFYING LENDER" means a Lender which is (on the date a payment falls
     due) entitled (subject to the completion of any necessary procedural
     formalities) to that payment without a Tax Deduction.

     "TAX CREDIT" means a credit against, relief or remission for, or repayment
     of any Tax.

     "TAX DEDUCTION" means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document.

     "TAX PAYMENT" means an increased payment made by an Obligor to a Finance
     Party under Clause 15.2 (TAX GROSS-UP) or a payment under Clause 15.3 (TAX
     INDEMNITY).

(b)  In this Clause 15 a reference to "determines" or "determined" means a
     determination made in the absolute discretion of the person making the
     determination.

15.2 TAX GROSS-UP
(a)  Each Obligor shall make all payments to be made by it without any Tax
     Deduction, unless a Tax Deduction is required by law.

(b)  An Obligor or a Lender or a Fronting Bank shall promptly upon becoming
     aware that an Obligor must make a Tax Deduction (or that there is any
     change in the rate or the basis of a Tax Deduction) notify the Agent
     accordingly. If the Agent receives such notification from a Lender or a
     Fronting Bank it shall notify the relevant Obligor.

(c)  If a Tax Deduction is required by law to be made by an Obligor in one of
     the circumstances set out in paragraph (d) below, the amount of the payment
     due from that Obligor shall be increased to an amount which (after making
     any Tax Deduction) leaves an amount equal to the payment which would have
     been due if no Tax Deduction had been required.

(d)  The circumstances referred to in paragraph (c) above are where a person
     entitled to receive the payment:

     (i)  is the Agent (on its own behalf and, in the case of payments made
          under the SISA Guarantee, acting in its capacity as trustee for the
          Finance Parties) or the Lead Arrangers (on their own behalf); or

                                     - 32 -
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    (ii)  is a Lender which is a Qualifying Lender in respect of which the
          completion of procedural formalities is required before the relevant
          Obligor can make payments thereto without a Tax Deduction but such
          procedural formalities have not been completed; or

    (iii) is a Lender which would have been a Qualifying Lender but for any
          change after the date of this Agreement in (or in the interpretation,
          administration, or application of) any law or double taxation
          agreement or any published practice or published concession of any
          relevant taxing authority.

(e)  If an Obligor is required to make a Tax Deduction, that Obligor shall make
     that Tax Deduction and any payment required in connection with that Tax
     Deduction within the time allowed and in the minimum amount required by
     law.

(f)  Within thirty days of making either a Tax Deduction or any payment required
     in connection with that Tax Deduction, the Obligor making that Tax
     Deduction shall deliver to the Agent for the Finance Party entitled to the
     payment evidence reasonably satisfactory to that Finance Party that the Tax
     Deduction has been made or (as applicable) any appropriate payment paid to
     the relevant taxing authority.

(g)  A Qualifying Lender and each Obligor which makes a payment to which that
     Qualifying Lender is entitled shall co-operate in completing any procedural
     formalities necessary for that Obligor to obtain authorisation to make that
     payment without a Tax Deduction.

15.3 TAX INDEMNITY
(a)  Subject to Clause 15.5 (STAMP TAXES), the Borrower shall (within five
     Business Days of demand by the Agent) pay to a Protected Party an amount
     equal to the loss, liability or cost which that Protected Party determines
     will be or has been (directly or indirectly) suffered for or on account of
     Tax by that Protected Party.

(b)  Paragraph (a) above shall not apply with respect to any Tax assessed on a
     Finance Party:

     (i)  under the law of the jurisdiction in which that Finance Party is
          incorporated or, if different, the jurisdiction (or jurisdictions) in
          which that Finance Party is treated as resident for tax purposes; or

     (ii) under the law of the jurisdiction in which that Finance Party's
          Facility Office is located in respect of amounts received or
          receivable in that jurisdiction,

     if that Tax is imposed on or calculated by reference to the net income
     received or receivable (but not any sum deemed to be received or
     receivable) by that Finance Party.

(c)  A Protected Party making, or intending to make a claim pursuant to
     paragraph (a) above shall promptly notify the Agent of the event which will
     give, or has given, rise to the claim, following which the Agent shall
     notify the Borrower.

(d)  A Protected Party shall, on receiving a payment from an Obligor under this
     Clause 15.3, notify the Agent.

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15.4 TAX CREDIT
     If an Obligor makes a Tax Payment and the relevant Finance Party determines
     that:

     (a)  a Tax Credit is attributable to that Tax Payment; and

     (b)  that Finance Party has obtained, utilised and retained that Tax
          Credit, on a consolidated Group basis,

     the Finance Party shall pay an amount to the Obligor which that Finance
     Party determines will leave it (after that payment) in the same after-Tax
     position as it would have been in had the Tax Payment not been made by the
     Obligor.

15.5 STAMP TAXES
(a)  The Borrower shall pay and, within five Business Days of demand, indemnify
     each Finance Party against any cost, loss or liability that Finance Party
     incurs in relation to all stamp duty, registration and other similar Taxes
     payable in respect of any Finance Document or other document which relates
     to any Finance Document provided, however, that the Borrower shall not be
     so liable to pay and indemnify a Finance Party against any cost, loss or
     liability that a Finance Party so incurs to the extent that such cost, loss
     or liability results from that Finance Party breaching its obligations
     under Clause 15.5(b).

(b)  No Finance Party shall bring, send to or otherwise produce in Austria (1)
     an original copy, notarised copy or certified copy of any Finance Document,
     or (2) a copy of any Finance Document signed or endorsed by one or more
     Finance Parties other than in the event that:

    (i)   this does not cause a liability of a Party to pay stamp duty or other
          Tax in Austria;

    (ii)  a Finance Party wishes to enforce any of its tights under or in
          connection with such Finance Document in Austria and is only able to
          do so (including, without limitation, for reason of any objection or
          defence raised by an Obligor in any form of proceedings in Austria) by
          bringing, sending to or otherwise producing in Austria (1) an original
          copy, notarised copy or certified copy of the relevant Finance
          Document or (2) a copy of any Finance Document signed or endorsed by
          one or more Finance Party and it would not be sufficient for that
          Finance Party to bring, send to or otherwise produce in Austria a
          simple copy (a copy which is not an original copy, notarised copy or
          certified copy) of the relevant Finance Document for the purposes of
          such enforcement; or

    (iii) a Party is liable to bring such copy into Austria according to any
          applicable law.

(c)  To the extent that a breach by any Finance Party of its obligations under
     Clause 15.5(b) results in any cost, loss or liability being incurred by any
     of the other Parties in relation to any stamp duty, registration and other
     similar Taxes payable in respect of any Finance Document, the Finance Party
     responsible for such breach shall indemnify such other Parties for any such
     cost, loss or liability incurred.

15.6 VALUE ADDED TAX
(a)  All consideration payable under a Finance Document by an Obligor to a
     Finance Party shall be deemed to be exclusive of any VAT. If VAT is
     chargeable, the Obligor shall pay to the Finance

                                     - 34 -
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     Party (in addition to and at the same time as paying the consideration) an
     amount equal to the amount of the VAT.

(b)  Where a Finance Document requires an Obligor to reimburse a Finance Party
     for any costs or expenses, that Obligor shall also at the same time pay and
     indemnify that Finance Party against all VAT incurred by that Finance Party
     in respect of the costs or expenses save to the extent that Finance Party
     is entitled to repayment or credit in respect of the VAT.

15.7 FILINGS
     In circumstances where an Obligor is required (or would in the absence of
     any such filing be required) to make a deduction or withholding for or on
     account of Taxes or any other deduction contemplated by this Clause 15,
     such Obligor and each relevant Finance Party shall make reasonable
     endeavours to file such forms and documents as the appropriate taxation
     authority may reasonably require in order to enable such Obligor to make
     relevant payments under the Finance Documents without having to make such
     deduction or withholding.

15.8 EXEMPTIONS FROM GROSS UP
     Notwithstanding anything contained in this Clause 15 (TAX GROSS UP AND
     INDEMNITIES), no additional amount will be payable to a Lender under Clause
     15.2 (TAX GROSS UP) in respect of Taxes to the extent that such additional
     amount would not be payable if that Lender had complied with its
     obligations under Clause 15.7 (FILINGS) (unless such failure to comply
     resulted from a failure by any Obligor to comply with its obligations
     thereunder).

16.  INCREASED COSTS

16.1 INCREASED COSTS
(a)  Subject to Clause 16.3 (EXCEPTIONS) the Borrower shall, within three
     Business Days of a demand by the Agent, pay for the account of a Finance
     Party the amount of any Increased Costs incurred by that Finance Party or
     any of its Affiliates as a result of (i) the introduction of or any change
     in (or in the interpretation or application of) any law or regulation
     occurring after the date of this Agreement or (ii) compliance with any law
     or regulation made after the date of this Agreement.

(b)  In this Agreement "INCREASED COSTS" means:

    (i)   a reduction in the rate of return from the Facility or on a Finance
          Party's (or its Affiliate's) overall capital;

    (ii)  an additional or increased cost; or

    (iii) a reduction of any amount due and payable under any Finance Document,


     other than, in each case, any payment on account of Tax imposed on the
     overall net income of the relevant Finance Party which is incurred or
     suffered by a Finance Party or any of its Affiliates to the extent that it
     is attributable to that Finance Party having entered into its Commitment or
     funding or performing its obligations under any Finance Document or
     Guarantee.

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16.2 INCREASED COST CLAIMS
(a)  A Finance Party intending to make a claim pursuant to Clause 16.1
     (INCREASED COSTS) shall notify the Agent of the event giving rise to the
     claim following which the Agent shall promptly notify the Borrower.

(b)  Each Finance Party shall, as soon as practicable after a demand by the
     Agent, provide a certificate confirming the amount of its Increased Costs.

16.3 EXCEPTIONS
(a)  Clause 16.1 (INCREASED COSTS) does not apply to the extent any Increased
     Cost is:

    (i)   attributable to a Tax Deduction required by law to be made by an
          Obligor;

    (ii)  attributable to any cost, increased cost, liability or reduction
          resulting from any change in the rate of taxation on the overall net
          income or gross turnover of a Lender or the Fronting Bank imposed in
          the jurisdiction in which the principal office of the relevant Lender
          or the Fronting Bank is located or the overall net income or gross
          turnover of the Facility Office of the relevant Lender or the Fronting
          Bank imposed in the jurisdiction in which such Facility Office is
          located;

    (iii) compensated for by Clause 15.3 (TAX INDEMNITY) (or would have been
          compensated for under Clause 15.3 (TAX INDEMNITY) but was not so
          compensated solely because one of the exclusions in paragraph (b) of
          Clause 15.3 (TAX INDEMNITY) applied);

    (iv)  compensated for by the payment of the Mandatory Cost; or

    (v)   attributable to the breach by the relevant Finance Party or its
          Affiliates of any law or regulation or failure to comply with any
          request from or requirement of any central bank or other fiscal,
          monetary or other authority (whether or not having the force of law).

(b)  In this Clause 16.3, a reference to a "TAX DEDUCTION" has the same meaning
     given to the term in Clause 15.1 (DEFINITIONS).

17.  OTHER INDEMNITIES

17.1 CURRENCY INDEMNITY
(a)  If any sum due from an Obligor under the Finance Documents (a "SUM"), or
     any order, judgment or award given or made in relation to a Sum, has to be
     converted from the currency (the "FIRST CURRENCY") in which that Sum is
     payable into another currency (the "SECOND CURRENCY") for the purpose of:

     (i)  making or filing a claim or proof against that Obligor;

     (ii) obtaining or enforcing an order, judgment or award in relation to any
          litigation or arbitration proceedings,

     that Obligor shall as an independent obligation, within five Business Days
     of demand, indemnify each Finance Party to whom that Sum is due against any
     cost, loss or liability arising out of or as a result of the conversion
     including any discrepancy between (A) the rate of exchange used to

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     convert that Sum from the First Currency into the Second Currency and (B)
     the rate or rates of exchange available to that person at the time of its
     receipt of that Sum.

(b)  Each Obligor waives any right it may have in any jurisdiction to pay any
     amount under the Finance Documents in a currency or currency unit other
     than that in which it is expressed to be payable.

17.2 OTHER INDEMNITIES
     Each Obligor shall, within five Business Days of demand, indemnify each
     Lender and each Fronting Bank against any cost, loss or liability incurred
     by that Lender or the Fronting Bank as a result of:

     (a)  the occurrence of any Event of Default;

     (b)  a failure by an Obligor to pay any amount due under a Finance Document
          on its due date, including without limitation, any cost, loss or
          liability arising as a result of Clause 30 (SHARING AMONG THE
          LENDERS);

     (c)  funding, or making arrangements to fund, its participation in a Loan
          requested by the Borrower in a Utilisation Request but not made by
          reason of the operation of any one or more of the provisions of this
          Agreement (other than by reason of default or negligence by that
          Lender alone);

     (d)  issuing or making arrangements to issue a Guarantee requested by the
          Borrower in a Utilisation Request but not issued by reason of
          operation of any one or more of the provisions of this Agreement; or

     (e)  a Loan (or part of a Loan) not being prepaid in accordance with a
          notice of prepayment given by the Borrower.

17.3 INDEMNITY TO THE AGENT
     The Borrower shall promptly indemnify the Agent against any cost, loss or
     liability incurred by the Agent (acting reasonably) as a result of:

     (a)  investigating any event which it reasonably believes is a Default; or

     (b)  entering into or performing any foreign exchange contract for the
          purposes of Clause 7 (OPTIONAL CURRENCIES); or

     (c)  acting or relying on any notice, request or instruction which it
          reasonably believes to be genuine, correct and appropriately
          authorised.

18.  MITIGATION BY THE LENDERS

18.1 MITIGATION
(a)  Each Finance Party shall, in consultation with the Borrower, take all
     reasonable steps to mitigate any circumstances which arise and which would
     result in any amount becoming payable under, or cancelled pursuant to, any
     of Clause 10.1 (ILLEGALITY), Clause 15 (TAX GROSS UP AND INDEMNITIES) or
     Clause 16 (INCREASED COSTS) including (but not limited to) transferring its
     rights

                                     - 37 -
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     and obligations under the Finance Documents to another Affiliate or
     Facility Office or any other financial institution.

(b)  Paragraph (a) above does not in any way limit the obligations of any
     Obligor under the Finance Documents.

18.2 LIMITATION OF LIABILITY
(a)  The Borrower shall indemnify each Finance Party for all costs and expenses
     reasonably incurred by that Finance Party as a result of steps taken by it
     under Clause 18.1 (MITIGATION).

(b)  A Finance Party is not obliged to take any steps under Clause 18.1
     (MITIGATION) if, in the opinion of that Finance Party (acting reasonably),
     to do so might have an adverse effect on its business, operations or
     financial condition.

19.  COSTS AND EXPENSES

9.1  TRANSACTION EXPENSES
     The Borrower shall promptly on demand pay the Agent and the Lead Arrangers
     the amount of all reasonable costs and expenses (including legal fees)
     incurred by any of them in connection with the negotiation, preparation,
     printing, execution and syndication of:

    (a)   this Agreement and any other documents referred to in this Agreement;
          and

    (b)   any other Finance Documents executed after the date of this Agreement.

19.2 AMENDMENT COSTS
     If (a) an Obligor requests an amendment, waiver or consent or (b) an
     amendment is required pursuant to Clause 31.9 (CHANGE OF CURRENCY), the
     Borrower shall, within three Business Days of demand, reimburse the Agent
     for the amount of all reasonable costs and expenses (including legal fees)
     incurred by the Agent in responding to, evaluating, negotiating or
     complying with that request or requirement.

19.3 ENFORCEMENT COSTS
     The Borrower shall, within three Business Days of demand, pay to each
     Finance Party the amount of all costs and expenses (including legal fees)
     incurred by that Finance Party in connection with the enforcement of, or
     the preservation of any rights under, any Finance Document.

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                                    SECTION 7
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.    REPRESENTATIONS

       Each Obligor makes the representations and warranties set out in this
       Clause 20 to each Finance Party on the date of this Agreement.

20.1   STATUS
(a)    It is a corporation, duly incorporated and validly existing under the law
       of its jurisdiction of incorporation.

(b)    It and each of its Subsidiaries has the power to own its assets and carry
       on its business as it is being conducted.

20.2   POWER AND AUTHORITY
       It has the power to enter into, perform and deliver, and has taken all
       necessary action to authorise its entry into, performance and delivery by
       it of, the Finance Documents to which it is a party and the transactions
       contemplated by those Finance Documents.

20.3   BINDING OBLIGATIONS
       The obligations expressed to be assumed by it in each Finance Document
       are, subject to the Reservations, legal, valid and binding obligations
       enforceable in accordance with their terms.

20.4   NON-CONFLICT WITH OTHER OBLIGATIONS
       The entry into and performance by it of, and the transactions
       contemplated by, the Finance Documents do not and will not conflict with:

       (a)   any law or regulation applicable to it;

       (b)   the constitutional documents of any Group Company; or

       (c)   to an extent which could reasonably be expected to have a Material
             Adverse Effect, any agreement or instrument binding upon it or any
             Group Company or any of their assets.

20.5   VALIDITY AND ADMISSIBILITY IN EVIDENCE
       All Authorisations required or desirable:

       (a)   to enable it lawfully to enter into, exercise its rights and comply
             with its obligations in the Finance Documents to which it is a
             party; and

       (b)   to make the Finance Documents to which it is a party admissible in
             evidence in its jurisdiction of incorporation,

       have been obtained or effected and are in full force and effect.

20.6   NO PROCEEDINGS PENDING OR THREATENED
       No litigation, arbitration or administrative proceedings of or before any
       court, arbitral body or agency have been started against any Group
       Company which are reasonably likely to be adversely determined and which,
       if so determined, are reasonably likely to have a Material Adverse
       Effect.

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20.7   FINANCIAL STATEMENTS
       The Original Financial Statements were prepared in accordance with IAS
       consistently applied and give a true and fair view of the consolidated
       financial position of the Group as at the date they were prepared.

20.3   BUSINESS AUTHORISATIONS
       Each Authorisation required by each Group Company in connection with its
       business has been obtained or effected and each Group Company is in full
       compliance with the same, save where failure to obtain or effect such
       Authorisation or non-compliance with such Authorisation is not reasonably
       likely to have a Material Adverse Effect.

20.9   PARI PASSU RANKING
       Its payment obligations under the Finance Documents rank at least pari
       passu with the claims of all its other unsecured and unsubordinated
       creditors, except for obligations mandatorily preferred by law applying
       to companies generally.

20.10  ENVIRONMENTAL COMPLIANCE
       Each Group Company has complied in all respects with all Environmental
       Law save to the extent that non-compliance would not reasonably be likely
       to have a Material Adverse Effect.

20.11  ENVIRONMENTAL CLAIM
       No Environmental Claim has been commenced where that claim would be
       reasonably likely to have a Material Adverse Effect.

20.12  NO MATERIAL ADVERSE EFFECT
       Since 30 September 2000, there has been no change in the business,
       condition (financial or otherwise), operations or performance of any
       Group Company that has had or would have, a Material Adverse Effect.

20.13  NO DEFAULT
       No Event of Default or other Default is continuing or might reasonably be
       expected to result from the making of any Utilisation.

20.14  NO MISLEADING INFORMATION
(a)    The factual information contained in the Information Memorandum was true
       and accurate in all material respects as at the date of the Information
       Memorandum.

(b)    The financial projections contained in the Information Memorandum have
       been prepared on the basis of recent historical information and on the
       basis of assumptions believed by the Borrower to be reasonable.

(c)    Nothing has occurred or been omitted from the Information Memorandum and
       no information has been given or withheld that results in the information
       contained in the Information Memorandum being untrue or misleading in any
       material respect.

20.15  OWNERSHIP OF EACH OBLIGOR
       It is 100 per cent directly or indirectly beneficially wholly owned by
       Sappi.

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20.16  REPETITION
       The Repeating Representations are deemed to be made by each Obligor (by
       reference to the facts and circumstances then existing) on the date of
       each Utilisation Request and the first day of each Interest Period.

21.    INFORMATION UNDERTAKINGS

       The undertakings in this Clause 21 remain in force from the date of this
       Agreement for so long as any amount is outstanding under the Finance
       Documents or any Commitment is in force.

21.1   FINANCIAL STATEMENTS
       The Borrower shall supply to the Agent in sufficient copies for all the
       Lenders:

       (a)   as soon as the same become available, but in any event within 150
             days after the end of each of its financial years the audited
             consolidated financial statements for the Group and the audited
             unconsolidated financial statements of each Obligor (if required to
             be produced by law) for that financial year; and:

       (b)   as soon as the same become available, but in any event within 45
             days of each Quarter Date, the unaudited consolidated interim
             report for the Group for the period of 3 months ending on such
             Quarter Date.

21.2   COMPLIANCE CERTIFICATE
       The Borrower shall supply to the Agent, with each set of financial
       statements or interim report delivered pursuant to Clause 21.1 (FINANCIAL
       STATEMENTS), a Compliance Certificate signed by a director of the
       Borrower setting out (in reasonable detail) computations as to compliance
       with Clause 22 (FINANCIAL CONVENANTS) as at the date as at which those
       financial statements were drawn up.

21.3   REQUIREMENTS AS TO FINANCIAL STATEMENTS
       (a)   Each set of financial statements delivered by the Borrower pursuant
             to Clause 21.1 (FINANCIAL STATEMENTS) shall be certified by a
             director of the Borrower as fairly representing the financial
             condition of the Group as at the date as at which those financial
             statements were drawn up.

       (b)   The Borrower shall procure that each set of financial statements or
             interim report delivered pursuant to Clause 21.1 (Financial
             statements) is prepared using IAS, and accounting practices and
             financial reference periods consistent with those applied in the
             preparation of the Original Financial Statements unless, in
             relation to any set of financial statements or interim report, it
             notifies the Agent that there has been a material change in IAS, or
             the accounting practices or reference periods and its auditors
             deliver to the Agent:

             (i)  a description of any change necessary for those financial
                  statements to reflect IAS, accounting practices and reference
                  periods upon which that Obligor's Original Financial
                  Statements were prepared; and

             (ii) sufficient information, in form and substance as may be
                  reasonably required by the Agent, to enable the Lenders to
                  determine whether Clause 22.1 (FINANCIAL

                                     - 41 -
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             COVENANTS) has been complied with and make an accurate comparison
             between the financial position indicated in those financial
             statements or interim report and the Original Financial Statements.

       (c)   If the Borrower notifies the Agent of a change in accordance with
             paragraph (b) above then the Borrower and Agent shall enter into
             negotiations in good faith with a view to agreeing:

             (A)  whether or not the change might result in any material
                  alteration in the commercial effect of any of the terms of
                  this Agreement; and

             (B)  if so, any amendments to this Agreement which may be necessary
                  to ensure that the change does not result in any material
                  alteration in the commercial effect of those terms

             and if any amendments are agreed they shall take effect and be
             binding on each of the Parties in accordance with their terms.

          Any reference in this Agreement to those financial statements or that
          interim report shall be construed as a reference to those financial
          statements or that interim report as adjusted to reflect the basis
          upon which the Original Financial Statements were prepared.

21.4   INFORMATION: MISCELLANEOUS
       Each Obligor shall supply to the Agent (in sufficient copies for all the
       Lenders, if the Agent so requests):

       (a)   all documents dispatched by it to its shareholders (or any class of
             them) or its creditors generally at the same time as they are
             dispatched;

       (b)   promptly upon becoming aware of them, the details of any
             litigation, arbitration or administrative proceedings which are
             commenced against any Group Company which is reasonably likely to
             be adversely determined and which, if so determined, is reasonably
             likely to have a Material Adverse Effect;

       (c)   promptly upon becoming aware of the same, the details of any
             Environmental Claim made against a Group Company which has, or
             would reasonably be likely to have, a Material Adverse Effect; and

       (d)   promptly, such further information regarding the financial
             condition, business and operations of the Group as the Agent may
             reasonably request.

21.5   NOTIFICATION OF DEFAULT
(a)    Each Obligor shall notify the Agent of any Default (and the steps, if
       any, being taken to remedy it) promptly upon becoming aware of its
       occurrence.

(b)    Promptly upon a request by the Agent, the Borrower shall supply to the
       Agent a certificate signed by a director or senior officer on its behalf
       certifying that no Default is continuing (or if a Default is continuing,
       specifying the Default and the steps, if any, being taken to remedy it).

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21.6   CHANGE IN MATERIAL SUBSIDIARIES
       In the event that an Obligor becomes aware that a Group Company has
       either ceased to be a Material Subsidiary or has become a Material
       Subsidiary, such Obligor shall promptly serve a certificate (a "MATERIAL
       SUBSIDIARY UPDATE CERTIFICATE") on the Agent setting out the relevant
       change of circumstances.

22.    FINANCIAL COVENANTS

22.1   FINANCIAL COVENANTS
       Each Obligor shall ensure that:

       (a)   on each Quarter Date the mean average of the ratios of EBITDA to
             Consolidated Net Interest Expense for the Quarter ending on such
             Quarter Date and each of the three immediately preceding Quarters
             shall not be less than 3.00:1;

       (b)   on each Quarter Date the mean average of the ratios of EBITDA to
             Consolidated Net Interest Expense for the Quarter ending on such
             Quarter Date and each of the seven immediately preceding Quarters
             (or, if less, the number of consecutive complete Quarters
             commencing after 1 October 1999) shall not be less than 3.50:1;

       (c)   the ratio of the Consolidated Capital to the Consolidated Assets of
             the Group shall not, on any Quarter Date, be less than 0.30:1; and

       (d)   the ratio of Net Debt to Capitalisation shall not, on any Quarter
             Date, be greater than 0.60:1.

22.2   FINANCIAL DEFINITIONS
       "CAPITALISATION" means, at any time, the aggregate amount of Consolidated
       Capital and Net Debt at such time.
       "CONSOLIDATED ASSETS" means, at any time, the consolidated gross assets
       of the Group.

       "CONSOLIDATED CAPITAL" means, at any time, the aggregate of:

       (a)   the aggregate amount of the paid up share capital of each of the
             Obligors (excluding any of the same that is beneficially owned by a
             Group Company); and

       (b)   the total of the amount standing to the credit of the consolidated
             capital and revenue reserves of the Group but including any
             minority interest in a Group Company; and

       (c)   the principal amount of any Financial Indebtedness of either
             Obligor which is owed to any Sappi Group Company where such
             Financial Indebtedness is subordinated on terms acceptable to the
             Majority Lenders (acting reasonably).

       "CONSOLIDATED NET INTEREST EXPENSE" means, in relation to any period, the
       aggregate of:

       (a)   all interest, commissions and other financing charges payable by
             any Group Company to any person who is not a Group Company in
             respect of that period;

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       (b)   to the extent not included in paragraph (a) above, all finance
             costs charged to the profit and loss account of the Group in
             respect of that period;

       (c)   all amounts payable by any Group Company in respect of that period
             under any interest rate protection agreement (less any amounts
             receivable by any Group Company in respect of that period under any
             interest rate protection agreement); and

       (d)   the interest element of all rentals or, as the case may be, other
             amounts payable in respect of that period under any finance lease
             entered into by any Group Company,

       less any interest receivable (other than interest receivable from Group
       Companies) by Group Companies.

       "EBITDA" means, in respect of any period, the consolidated profit on
       ordinary activities of the Group before taxation and extraordinary items
       for such period but adjusted by adding back:

       (a)   Consolidated Net Interest Expenses for such period;

       (b)   depreciation for such period; and

       (c)   any amount amortised in that period against the consolidated profit
             and loss account of the Group.

       "NET DEBT" means the aggregate, on a consolidated basis, of:

       (a)   that part of the Financial Indebtedness of Group Companies which
             relates to obligations for the payment or repayment of money in
             respect of principal incurred in respect of:

             (i)   monies borrowed or raised;

             (ii)  any bond, note, loan stock, debenture or similar instrument;
                   or

             (iii) any acceptance credit, bill discounting, note purchase,
                   factoring or documentary credit facility (including, for the
                   avoidance of doubt, any Financial Indebtedness under this
                   Agreement); and

       (b)   the capital element of all rentals or, as the case may be, other
             payments payable under any finance lease entered into by any Group
             Company,

       less:

       (i)   cash at hand and at bank of Group Companies;

       (ii)  bonds, notes and commercial paper beneficially owned by Group
             Companies with a maturity of not more than 6 months and rated at
             least A-1 by Standard & Poor's Rating Group or at least P-1 by
             Moody's Investors Services, Inc. (or an equivalent rating of
             another agency which the Agent reasonably determines to be
             comparable); and

       (iii) bonds or notes maturing within 6 months and rated at least AA by
             Standard & Poor's Rating Group or at least Aa2 by Moody's Investors
             Services, Inc. (or an equivalent rating of another agency which the
             Agent reasonably determines to be comparable).

                                     - 44 -
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22.3   FINANCIAL TESTING
       The financial covenants set out in Clause 22 (FINANCIAL CONVENANTS) shall
       be tested by reference to each of the financial statements and interim
       reports delivered pursuant to Clause 21 (INFORMATION UNDERTAKINGS).

22.4   ACCOUNTING
       Terms All accounting expressions which are not otherwise defined herein
       shall be construed in accordance with IAS.

23.    GENERAL UNDERTAKINGS

       The undertakings in this Clause 23 remain in force from the date of this
       Agreement for so long as any amount is outstanding under the Finance
       Documents or any Commitment is in force.

23.1   AUTHORISATIONS
       Each Obligor shall promptly obtain, comply with and do all that is
       necessary to maintain in full force and effect any Authorisation required
       to enable it to perform its obligations under the Finance Documents and
       to ensure the legality, validity and (subject to the Reservations)
       enforceability or admissibility in evidence in its jurisdiction of
       incorporation of each Finance Document.

23.2   COMPLIANCE WITH LAWS
       Each Obligor shall procure that each Group Company shall comply with all
       laws (including, without limitation, Environmental Law) to which it may
       be subject to the extent that failure so to comply does not have, or is
       not reasonably likely to have, a Material Adverse Effect.

23.3   PARI PASSU RANKING
       Each Obligor shall ensure that its payment obligations under the Finance
       Documents rank at least pari passu with the claims of all its other
       unsecured and unsubordinated creditors, except for obligations
       mandatorily preferred by law applying to companies generally.

23.4   INSURANCE
       Each Obligor shall procure that each Group Company shall maintain levels
       of insurance in respect of its assets and business in a manner customary
       for businesses in the same business as the Group.

23.5   NEGATIVE PLEDGE
       Each Obligor shall not (and shall ensure that no other Group Company
       will) create or permit to subsist any Security over any of its assets
       other than:

       (a)   any Security entered into pursuant to this Agreement;

       (b)   any Security arising by operation of law or in the ordinary course
             of trading;

       (c)   any Security granted in the ordinary course of trade over accounts
             created pursuant to any deposit or retention of purchase price
             arrangements;

       (d)   any netting or set-off arrangement entered into by any Group
             Company in the ordinary course of its banking arrangements for the
             purpose of netting debit and credit balances;

                                     - 45 -
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       (e)   any Security over an asset of a Group Company established to hold
             assets of any share option scheme of the Group securing any loan
             to finance the acquisition of such assets;

       (f)   any Security over an asset of a Group Company to secure Financial
             Indebtedness incurred by such Group Company for the purpose of
             purchasing that asset where recourse for that Financial
             Indebtedness is limited solely to such Security;

       (g)   any Security over or affecting any property or asset of a Group
             Company after the date of this Agreement, where the Security is
             created prior to the date on which that Company becomes a Group
             Company, if:

             (i)   the Security was not created in contemplation of the
                   acquisition of that company;

             (ii)  the principal amount secured has not increased in
                   contemplation of or since the acquisition of that company;
                   and

             (iii) the Security is removed or discharged within 6 months of that
                   Company becoming a Group Company;

       (h)   any Security over or affecting any property or asset acquired by a
             Group Company after the date of this Agreement if:

             (i)   the Security was not created in contemplation of the
                   acquisition of that asset by a Group Company;

             (ii)  the principal amount secured has not been increased in
                   contemplation of, or since the acquisition of that asset by a
                   Group Company; and

             (iii) the Security is removed or discharged within 6 months of the
                   date of acquisition of such asset;

       (i)   any Security listed in Schedule 7 (EXISTING SECURITY) where the
             principal amount secured has not been increased since the date of
             this Agreement unless expressly permitted by the terms of this
             Agreement;

       (j)   any Security existing at the date of this Agreement over assets
             acquired in connection with the SD Warren Acquisition PROVIDED THAT
             the amount secured by the same does not exceed, prior to 1 April
             2002, $500,000,000 and, as from 1 April 2002, $110,000,000;

       (k)   any Security granted by a Group Company over trade receivables as
             part of any invoice discounting, factoring, securitisation or like
             financing which trade receivables have a maturity of less than 364
             days;

       (1)   any Security granted by a Group Company (other than an Obligor) in
             favour of another Group Company;

       (m)   any Security granted with the prior consent of the Majority
             Lenders; and

                                     - 46 -
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       (n)   any Security not falling within any of paragraphs (a) to (m) above
             inclusive in respect of any assets having an aggregate value (as
             certified by the Borrower (acting reasonably) to the Agent on the
             date such Security is granted) not exceeding euro 50,000,000. (For
             these purposes, if this paragraph (n) is satisfied on the grant of
             a particular Security, any subsequent rise in the value of the
             asset to which such Security relates shall not, of itself, be
             deemed a breach of this Clause 23.5).

23.6   DISPOSALS
(a)    Each Obligor shall not (and shall ensure that no other Group Company
       will), enter into a Disposal other than a Disposal:

       (i)   made in the ordinary course of day to day business of a Group
             Company;

       (ii)  by a Group Company (other than an Obligor) to another Group
             Company;

       (iii) of cash on terms not otherwise prohibited by this Agreement;

       (iv)  of a fixed asset in exchange for fixed asset or assets comparable
             or superior as to type, value and quality;

       (v)   of a business in exchange for another business where the earnings
             before interest or tax and the gross assets of the second mentioned
             business are not less than, respectively, the earnings before
             interest and tax and gross assets of the first mentioned business;

       (vi)  of an asset which is obsolete for the purpose for which such an
             asset is normally utilised; or

       (vii) (not falling within paragraph (i) to (vi) above inclusive) which
             does not result in the gross book value of all the assets the
             subject of all such Disposals made after the date of this
             Agreement, exceeding in aggregate 15 per cent of the total gross
             assets of the Group (as at the date of this Agreement).

23.7   FINANCIAL INDEBTEDNESS
       The Borrower shall ensure that each Group Company (other than the
       Obligors) shall not incur any Financial Indebtedness other than Financial
       Indebtedness:

       (i)   under any Finance Document;

       (ii)  under working capital and short term cash management facilities in
             an aggregate principal amount of not more than euro 200,000,000;

       (iii) owed by one Group Company to another Group Company;

       (iv)  incurred by any member of the SD Warren Group but, after 31 March
             2002, only where the aggregate principal amount of all such
             Financial Indebtedness does not exceed $110,000,000;

       (v)   incurred pursuant to paragraph (f) of the definition thereof; and

                                     - 47 -
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       (vi)  not included in paragraphs (i) to (v) above inclusive but which
             does not exceed, for the Group, euro 50,000,000 in aggregate
             principal amount.

23.8   LOANS AND GUARANTEES
       Each Obligor shall not (and shall ensure that no other Group Company
       shall):

       (a)   make any loans or grant any credit (other than to another Group
             Company) which would constitute Long Term Financial Indebtedness
             (as defined below) unless it is made or granted in compliance with
             paragraph (b) below or:

             (i)  the debtor in respect of that Long Term Financial Indebtedness
                  (the "DEBTOR") has either (1) delivered satisfactory security
                  to the creditor Group Company (the "CREDITOR") or (2) in the
                  event that the delivery of such satisfactory security by the
                  Debtor would be (A) unduly onerous or impractical in the
                  reasonable opinion of the Majority Lenders or (B) unlawful or
                  prohibited, entered into arrangements with the Creditor
                  approved by the Majority Lenders (such approval not to be
                  unreasonably withheld or delayed) whereby such arrangements
                  give the same (or reasonably similar) commercial effect as the
                  granting of satisfactory security pursuant to (1) above and
                  delivered to the Agent a legal opinion (in form and content
                  reasonably satisfactory to the Agent) in respect thereof; or

             (ii) at the same time as such loans are made or credit granted, an
                  equivalent amount is made unconditionally available to the
                  Creditor or any other Group Company from a person (other than
                  a Group Company) by way of:

                  (1) equity contribution or subscription; or

                  (2) loan (but only to the extent permitted under Clause 23.7
                      (FINANCIAL INDEBTEDNESS)) or

                  (3) loan subordinated on terms reasonably acceptable to the
                      Majority Lenders (to the extent that such a loan would not
                      be permitted under Clause 23.7 (FINANCIAL INDEBTEDNESS);
                      nor

       (b)   otherwise than pursuant to the Finance Documents give any guarantee
             or indemnity or enter into any other instrument of suretyship
             (other than in favour of another Group Company) or make any loans
             or grant any credit (other than to another Group Company or as
             permitted pursuant to paragraphs (i) and (ii) above) which would
             constitute Long Term Financial Indebtedness (as defined below) if
             it would result (without double counting) in the aggregate of (1)
             the principal amount of Financial Indebtedness of the Group under
             all such guarantees, indemnities and instruments and (2) the amount
             of all such Long Term Financial Indebtedness (not falling within
             paragraph (a) above), exceeding euro 50,000,000.

                                     - 48 -
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       For the purposes of the above,

       (i)   "LONG TERM FINANCIAL INDEBTEDNESS" means Financial Indebtedness
             falling within paragraphs (a) to (d) inclusive of the definition
             thereof other than any such Financial Indebtedness which is payable
             on demand or has an original scheduled maturity of no more than a
             year; and

       (ii)  "SATISFACTORY SECURITY" means documentation creating, evidencing or
             granting (subject to any prior interests) Security in respect of
             the obligation of the Debtor to the Creditor in respect of such
             Long Term Financial Indebtedness, over assets of the Debtor or over
             assets of any other person (in each case, such assets shall at
             least be equivalent in value to the amount of such Long Term
             Financial Indebtedness (as valued by, in the case of such Long Term
             Financial Indebtedness being less than euro 50,000,000, the
             Borrower and in all other cases, Deloitte and Touche (or any other
             agreed accountancy firm)), in favour of and on terms reasonably
             acceptable to the Creditor together with a legal opinion (in form
             and content reasonably satisfactory to the Agent) in respect
             thereof.

23.9   MERGER
       (i)   No Obligor shall enter into any amalgamation, demerger or merger if
             such Obligor is not the surviving entity, unless the liabilities
             owed to the Lenders under the Finance Documents will survive.

       (ii)  No Group Company shall enter into any amalgamation, demerger or
             merger with a company that is not a Group Company without the
             consent of the Majority Lenders (such consent not to be
             unreasonably withheld or delayed).

23.10  CHANGE OF BUSINESS
       The Obligors shall procure that the business of the Group, taken as a
       whole, remains the Paper Business.

24.    EVENTS OF DEFAULT

       Each of the events or circumstances set out in Clauses 24.1 to 24.12
       inclusive is an Event of Default.

24.1   NON-PAYMENT
       An Obligor does not pay on the due date any amount payable pursuant to a
       Finance Document at the place at and in the currency in which it is
       expressed to be payable unless:

       (c)   its failure to pay is caused by administrative or technical error;
             and

       (d)   payment is made within 5 Business Days of its due date.

24.2   FINANCIAL COVENANTS
       Any requirement of Clause 22 (FINANCIAL CONVENANTS) is not satisfied:

24.3   Other obligations
       An Obligor does not comply with any provision of the Finance Documents
       (other than those referred to in Clause 24.1 (NON-PAYMENT) and Clause
       24.2 (FINANCIAL CONVENANTS)) and, if the

                                     - 49 -
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       failure to comply is capable of remedy, it is not remedied within 30 days
       of the Agent giving notice to the Borrower or an Obligor becoming aware
       of the failure to comply.

24.4   MISREPRESENTATION
       Any representation or statement made or deemed to be made by an Obligor
       in the Finance Documents or any other document delivered by or on behalf
       of any Obligor under or in connection with any Finance Document is or
       proves to have been incorrect in any respect when made and where the
       circumstances making such representation or statement incorrect are
       capable of being altered so that such representation or statement is
       correct, such circumstances are not so altered within 30 days of the
       Agent notifying the relevant Obligor of such representation or statement
       being incorrect.

24.5   CROSS DEFAULT
(a)    Any Financial Indebtedness of any Group Company is not paid when due and
       payable nor within any applicable grace period.

(b)    Any Financial Indebtedness of any Group Company is declared to be or
       otherwise becomes due and payable prior to its specified maturity as a
       result of a default or an event of default (however described).

(c)    Any creditor of any Group Company becomes entitled to declare any
       Financial Indebtedness of any Group Company due and payable prior to its
       specified maturity as a result of a default or an event of default
       (however described).

(d)    No Event of Default will occur under this Clause 24.5 if the aggregate
       amount of Financial Indebtedness or commitment for Financial Indebtedness
       falling within paragraphs (a) to (c) above is less than euro 5,000,000.

24.6   CREDITORS' PROCESS
       Expropriation, attachment, sequestration, distress or execution affects
       any asset or assets of Group Companies having an aggregate value of at
       least euro 5,000,000 and is not discharged within 30 days.

24.7   INSOLVENCY
(a)    An Obligor or any Material Subsidiary is unable or admits inability to
       pay its debts as they fall due, suspends making payments on any of its
       debts or commences negotiations with one or more of its creditors with a
       view to rescheduling any class of its indebtedness.

(b)    A moratorium is declared in respect of any class of indebtedness of an
       Obligor or any Material Subsidiary.

24.8   INSOLVENCY PROCEEDINGS
       Any legal proceeding or other formal procedure is taken or a meeting is
       convened for the purpose of considering a resolution in relation to:

       (a)   the bankruptcy, the suspension of payments, winding-up,
             dissolution, liquidation, annulment as a legal entity,
             administration or reorganisation (by way of voluntary arrangement,
             scheme of arrangement or otherwise) of an Obligor or any Material
             Subsidiary other than a solvent liquidation or reorganisation of
             any Material Subsidiary;

                                     - 50 -
<Page>

       (b)   a general composition, assignment or arrangement with all of the
             creditors of an Obligor or any Material Subsidiary relating to a
             general rescheduling of its financial indebtedness;

       (c)   the appointment of a liquidator (other than (i) a winding up
             petition which is frivolous or vexatious and which is, in any
             event, discharged within 30 days of its presentation and (ii) in
             respect of a solvent liquidation of any Material Subsidiary),
             receiver, ADMINISTRATOR, ADMINISTRATIVE RECEIVER, COMPULSORY
             MANAGER, AN ADMINISTRATEUR JUDICIAIRE/GERECHTELIJK BESTUURDER, A
             SPECIAL COMMISSARIS/COMMISSAIRE SPECIAL, A SEQUESTRE/SEKWESTER or
             other similar officer in respect of an Obligor or any Material
             Subsidiary or all or any part (having an aggregate value of at
             least euro 5,000,000) of its assets; or

       (d)   enforcement of any Security over all or substantially all of the
             assets of an Obligor or any Material Subsidiary which is not
             discharged within 30 days of the relevant legal proceeding or
             formal procedure being taken,


       or any analogous procedure or step is taken in any jurisdiction.

24.9   UNLAWFULNESS
       It is or becomes unlawful for an Obligor to perform any of its
       obligations under the Finance Documents.

24.10  REPUDIATION
       An Obligor repudiates a Finance Document or evidences an intention to
       repudiate a Finance Document.

24.11  CESSATION OF BUSINESS
       An Obligor or any Material Subsidiary ceases to carry on all or a
       substantial part of its business (other than as a result of a solvent
       liquidation or reorganisation of any Material Subsidiary) and such
       cessation would result in the Group, as a whole, ceasing to carry on the
       Paper Business.

24.12  LITIGATION ADVERSELY DETERMINED
       Any litigation is determined against any Group Company which has, or is
       reasonably likely to have, a Material Adverse Effect.

24.13  ACCELERATION
       On and at any time after the occurrence of an Event of Default which is
       continuing the Agent may, and shall if so directed by the Majority
       Lenders, by notice to the Borrower:

       (a)   cancel the Total Commitments whereupon they shall immediately be
             cancelled;

       (b)   declare that all or part of the Loans, together with accrued
             interest, and all other amounts accrued under the Finance Documents
             be immediately due and payable, whereupon they shall become
             immediately due and payable;

       (c)   require the Borrower to use its reasonable endeavours to procure
             that the liabilities of the Fronting Bank under each Guarantee are
             promptly reduced to zero; and

                                     - 51 -
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       (d)   without prejudice to paragraph (c) above, require the Borrower to
             provide Cash Cover in an amount equal to the Guaranteed Amount of
             each Guarantee.

                                     - 52 -
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                                   SECTION 8
                               CHANGES TO PARTIES

25.    CHANGES TO THE LENDERS

25.1   ASSIGNMENTS AND TRANSFERS BY THE LENDERS
       Subject to this Clause 25, a Lender (the "EXISTING LENDER") may:

       (a)   assign any of its rights; or

       (b)   transfer by novation any of its rights and obligations,

       to another bank or financial institution (the "NEW LENDER").

25.2   CONDITIONS OF ASSIGNMENT OR TRANSFER
(a)    The consent of the Borrower is required for an assignment or transfer by
       a Lender, unless the assignment or transfer is to another Lender or an
       Affiliate of a Lender.

(b)    The consent of the Borrower to an assignment or transfer must not be
       unreasonably withheld or delayed. The Borrower will be deemed to have
       given its consent five Business Days after the Lender has requested it
       unless consent is expressly refused by the Borrower within that time.

(c)    The consent of the Borrower to an assignment or transfer must not be
       withheld solely because the assignment or transfer may result in an
       increase to the Mandatory Cost.

(d)    The consent of the Fronting Bank (such consent not to be unreasonably
       withheld or delayed) is required for an assignment or transfer by a
       Lender in relation to Facility A.

(e)    An assignment or transfer by a Lender of its Commitments under the
       Facilities may be in whole or in part, but if in part shall be in minimum
       Base Currency Amounts of euro 10,000,000.

(f)    An assignment will only be effective on receipt by the Agent of written
       confirmation from the New Lender (in form and substance satisfactory to
       the Agent) that the New Lender will assume the same obligations to the
       other Finance Parties as it would have been under if it was an Original
       Lender.

(g)    A transfer will only be effective if the procedure set out in Clause 25.5
       (PROCEDURE FOR TRANSFER) is complied with.

(h)    IF:

       (i)   a Lender assigns or transfers any of its rights or obligations
             under the Finance Documents or changes its Facility Office; and

       (ii)  as a result of circumstances existing at the date the assignment,
             transfer or change occurs, an Obligor would be obliged to make a
             payment to the New Lender or Lender acting through its new Facility
             Office under Clause 15 (TAX GROSS UP AND INDEMNITIES) or Clause 16
             (INCREASED COSTS),

       then the New Lender or Lender acting through its new Facility Office is
       only entitled to receive payment under those Clauses to the same extent
       as the Existing Lender or Lender acting through

                                     - 53 -
<Page>

       its previous Facility Office would have been if the assignment, transfer
       or change had not occurred.

25.3   ASSIGNMENT OR TRANSFER FEE
       The New Lender shall, on the date upon which an assignment or transfer
       takes effect, pay to the Agent (for its own account) a fee of euro 1500.

25.4   LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS
(a)    Unless expressly agreed to the contrary, an Existing Lender makes no
       representation or warranty and assumes no responsibility to a New Lender
       for:

       (i)   the legality, validity, effectiveness, adequacy or enforceability
             of the Finance Documents or any other documents;

       (ii)  the financial condition of any Obligor;

       (iii) the performance and observance by any Obligor of its obligations
             under the Finance Documents or any other documents; or

       (iv)  the accuracy of any statements (whether written or oral) made in or
             in connection with any Finance Document or any other document,

       and any representations or warranties implied by law are excluded.

(b)    Each New Lender confirms to the Existing Lender and the other Finance
       Parties that it:

       (i)   has made (and shall continue to make) its own independent
             investigation and assessment of the financial condition and affairs
             of each Obligor and its related entities in connection with its
             participation in this Agreement and has not relied exclusively on
             any information provided to, it by the Existing Lender in
             connection with any Finance Document; and

       (ii)  will continue to make its own independent appraisal of the
             creditworthiness of each Obligor and its related entities whilst
             any amount is or may be outstanding under the Finance Documents or
             any Commitment is in force.

(c)    Nothing in any Finance Document obliges an Existing Lender to:

       (i)   accept a re-transfer from a New Lender of any of the rights and
             obligations assigned or transferred under this Clause 25; or

       (ii)  support any losses directly or indirectly incurred by the New
             Lender by reason of the non-performance by any Obligor of their
             obligations under the Finance Documents or otherwise.

25.5   PROCEDURE FOR TRANSFER
(a)    Subject to the conditions set out in Clause 25.2 (CONDITIONS OF
       ASSIGNMENT OR TRANSFER) a transfer is effected in accordance with
       paragraph (b) below when the Agent executes an otherwise duly completed
       Transfer Certificate delivered to it by the Existing Lender and the New
       Lender. The Agent shall, as soon as reasonably practicable after receipt
       by it of a duly completed Transfer

                                     - 54 -
<Page>

       Certificate appearing on its face to comply with the terms of this
       Agreement and delivered in accordance with the terms of this Agreement,
       execute that Transfer Certificate and hold in accordance with Clause
       27.17 (AGENT TO HOLD ORIGINAL DOCUMENTS).

(b)    On the Transfer Date:

       (i)   to the extent that in the Transfer Certificate the Existing Lender
             seeks to transfer by novation its rights and obligations under the
             Finance Documents each of the Obligors and the Existing Lender
             shall be released from further obligations towards one another
             under the Finance Documents and their respective rights against one
             another shall be cancelled (being the "DISCHARGED RIGHTS AND
             OBLIGATIONS");

       (ii)  each of the Obligors and the New Lender shall assume obligations
             towards one another and/or acquire rights against one another which
             differ from the Discharged Rights and Obligations only insofar as
             that Obligor and the New Lender have assumed and/or acquired the
             same in place of that Obligor and the Existing Lender;

       (iii) the Agent, the Lead Arrangers, the other Lenders and the Fronting
             Bank shall acquire the same rights and assume the same obligations
             between themselves as they would have acquired and assumed had the
             New Lender been an Original Lender with the rights and/or
             obligations acquired or assumed by it as a result of the transfer
             and to that extent the Agent, the Lead Arrangers the Fronting Bank
             and the Existing Lender shall each be released from further
             obligations to each other under this Agreement; and

       (iv)  the New Lender shall become a Party as a "LENDER".

25.6   DISCLOSURE OF INFORMATION
(a)    Any Lender may disclose to any of its Affiliates and any other person:

       (i)   to (or through) whom that Lender assigns or transfers (or may
             potentially assign or transfer) all or any of its rights and
             obligations under this Agreement;

       (ii)  with (or through) whom that Lender enters into (or may potentially
             enter into) any sub-participation in relation to, or any other
             transaction under which payments are to be made by reference to,
             this Agreement or any Obligor; or

       (iii) to whom, and to the extent that, information is required to be
             disclosed by any applicable law or regulation,

       any information about any Obligor, the Group and the Finance Documents as
       that Lender shall consider appropriate if, in relation to sub-paragraphs
       (i) and (ii) above, the person to whom the information is to be given has
       entered into a confidentiality undertaking in the form set out in
       Schedule 9.

(b)    For the purposes only of and under the conditions set forth in this
       Clause 25.6, the Borrower waives any rights it may have in respect of
       banking secrecy pursuant to the Austrian Banking Act 1993, Austrian law
       gazette 1993/532, as amended from time to time (BANKWESENGESETZ 1993,
       BGB1 1993/532 IN DER JEWEILS GULTIGEN FASSUNG).

                                     - 55 -
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26.    CHANGES TO THE OBLIGORS

26.1   ASSIGNMENTS AND TRANSFER BY BORROWER
       No Obligor may assign any of its rights or transfer any of its rights or
       obligations under the Finance Documents.

                                     - 56 -
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                                    SECTION 9
                               THE FINANCE PARTIES

27.    ROLE OF THE AGENT AND THE LEAD ARRANGERS

27.1   APPOINTMENT OF THE AGENT
(a)    Each of the Lead Arrangers, the Lenders and the Fronting Bank appoints
       the Agent to act as its agent under and in connection with the Finance
       Documents and for the purposes of the Guarantee as its trustee.

(b)    Each of the Lead Arrangers, the Lenders and the Fronting Bank authorises
       the Agent to exercise the rights, powers, authorities and discretions
       specifically given to the Agent under or in connection with the Finance
       Documents together with any other incidental rights, powers, authorities
       and discretions.

27.2   DUTIES OF THE AGENT
(a)    The Agent shall promptly forward to a Party the original or a copy of any
       document which is delivered to the Agent for that Party by any other
       Party.

(b)    If the Agent receives notice from a Party referring to this Agreement,
       describing a Default and stating that the circumstance described is a
       Default, it shall promptly notify the Lenders, and where appropriate the
       Fronting Bank.

(c)    The Agent shall promptly notify the Lenders, and where appropriate the
       Fronting Bank of any Default arising under Clause 24.1 (NON-PAYMENT).

(d)    The Agent's duties under the Finance Documents are solely mechanical and
       administrative in nature.

27.3   ROLE OF THE LEAD ARRANGERS
       Except as specifically provided in the Finance Documents, each Lead
       Arranger has no obligations of any kind to any other Parry under or in
       connection with any Finance Document.

27.4   NO FIDUCIARY DUTIES
(a)    Nothing in this Agreement constitutes the Agent or the Lead Arrangers as
       a trustee or fiduciary of any other person.

(b)    Neither the Agent nor the Lead Arrangers shall be bound to account to any
       Lender for any sum or the profit element of any sum received by it for
       its own account.

27.5   BUSINESS WITH THE GROUP
       The Agent and the Lead Arrangers may accept deposits from, lend money to
       and generally engage in any kind of banking or other business with any
       Group Company.

27.6   RIGHTS AND DISCRETIONS OF THE AGENT
(a)    The Agent may rely on:

       (i)   any representation, notice or document believed by it to be
             genuine, correct and appropriately authorised; and

                                     - 57 -
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       (ii)  any statement made by a director, authorised signatory or employee
             of any person regarding any matters which may reasonably be assumed
             to be within his knowledge or within his power to verify.

(b)    The Agent may assume (unless it has received notice to the contrary in
       its capacity as agent for the Lenders) that:

       (i)   no Default has occurred (unless it has actual knowledge of a
             Default arising under Clause 24.1 (NON-PAYMENT));

       (ii)  any right, power, authority or discretion vested in any Party or
             the Majority Lenders has not been exercised; and

       (iii) any notice or request made by the Borrower (other than a
             Utilisation Request or Selection Notice) is made on behalf of and
             with the consent and knowledge of the Guarantor.

(c)    The Agent may engage, pay for and rely on the advice or services of any
       lawyers, accountants, surveyors or other experts.

(d)    The Agent may act in relation to the Finance Documents through its
       personnel and agents.

27.7   MAJORITY LENDERS' INSTRUCTIONS
(a)    Unless a contrary indication appears in a Finance Document, the Agent
       shall (a) act in accordance with any instructions given to it by the
       Majority Lenders (or, if so instructed by the Majority Lenders, refrain
       from acting or exercising any right, power, authority or discretion
       vested in it as Agent) and (b) not be liable for any act (or omission) if
       it acts (or refrains from taking any action) in accordance with such an
       instruction of the Majority Lenders.

(b)    Unless a contrary indication appears in a Finance Document, any
       instructions given by the Majority Lenders will be binding on all the
       Lenders and the Lead Arrangers.

(c)    The Agent may refrain from acting in accordance with the instructions of
       the Majority Lenders (or, if appropriate, the Lenders) until it has
       received such security as it may require for any cost, loss or liability
       (together with any associated VAT) which it may incur in complying with
       the instructions.

(d)    In the absence of instructions from the Majority Lenders, (or, if
       appropriate, the Lenders) the Agent may act (or refrain from taking
       action) as it considers to be in the best interest of the Lenders.

(e)    The Agent is not authorised to act on behalf of a Lender (without first
       obtaining that Lender's consent) in any legal or arbitration proceedings
       relating to any Finance Document.

27.8   RESPONSIBILITY FOR DOCUMENTATION
       Neither the Agent nor the Lead Arrangers:

       (a)   is responsible for the adequacy, accuracy and/or completeness of
             any information (whether oral or written) supplied by the Agent,
             the Lead Arrangers, an Obligor or any

                                     - 58 -
<Page>

       other person given in or in connection with any Finance Document or the
       Information Memorandum; or

       (b)   is responsible for the legality, validity, effectiveness, adequacy
             or enforceability of any Finance Document or any other agreement,
             arrangement or document entered into, made or executed in
             anticipation of or in connection with any Finance Document.

27.9   EXCLUSION OF LIABILITY
(a)    Without limiting paragraph (b) below, the Agent will not be liable for
       any action taken by it under or in connection with any Finance Document,
       unless directly caused by its gross negligence or wilful misconduct.

(b)    No Party may take any proceedings against any officer, employee or agent
       of the Agent in respect of any claim it might have against the Agent or
       in respect of any act or omission of any kind by that officer, employee
       or agent in relation to any Finance Document and any officer, employee or
       agent of the Agent may rely on this Clause.

(c)    The Agent will not be liable for any delay (or any related consequences)
       in crediting an account with an amount required under the Finance
       Documents to be paid by the Agent if the Agent has taken all necessary
       steps as soon as reasonably practicable to comply with the regulations or
       operating procedures of any recognised clearing or settlement system used
       by the Agent for that purpose.

27.10  LENDERS' INDEMNITY TO THE AGENT
       Each Lender shall (in proportion to its share of the Total Commitments
       or, if the Total Commitments are then zero, to its share of the Total
       Commitments immediately prior to their reduction to zero) indemnify the
       Agent, within three Business Days of demand, against any cost, loss or
       liability incurred by the Agent (otherwise than by reason of the Agent's
       gross negligence or wilful misconduct) in acting as Agent under the
       Finance Documents (unless the Agent has been reimbursed by an Obligor
       pursuant to a Finance Document).

27.11  RESIGNATION OF THE AGENT
(a)    The Agent may resign and appoint one of its Affiliates acting through an
       office as successor by giving notice to the Lenders and the Borrower.

(b)    Alternatively the Agent may resign by giving notice to the Lenders and
       the Borrower, in which case the Majority Lenders (after consultation with
       the Borrower) may appoint a successor Agent.

(c)    If the Majority Lenders have not appointed a successor Agent in
       accordance with paragraph (b) above within 30 days after notice of
       resignation was given, the Agent (after consultation with the Borrower)
       may appoint a successor Agent.

(d)    The retiring Agent shall, at its own cost, make available to the
       successor Agent such documents and records and provide such assistance as
       the successor Agent may reasonably request for the purposes of performing
       its functions as Agent under the Finance Documents.

(e)    The Agent's resignation notice shall only take effect upon the
       appointment of a successor.

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(f)    Upon the appointment of a successor, the retiring Agent shall be
       discharged from any further obligation in respect of the Finance
       Documents but shall remain entitled to the benefit of this Clause 27. Its
       successor and each of the other Parties shall have the same rights and
       obligations amongst themselves as they would have had if such successor
       had been an original Party.

(g)    After consultation with the Borrower, the Majority Lenders may, by notice
       to the Agent, require it to resign in accordance with paragraph (b)
       above. In this event, the Agent shall resign in accordance with paragraph
       (b) above.

27.12  CONFIDENTIALITY
(a)    In acting as agent for the Finance Parties, the Agent shall be regarded
       as acting through its agency division which shall be treated as a
       separate entity from any other of its divisions or departments.

(b)    If information is received by another division or department of the
       Agent, it may be treated as confidential to that division or department
       and the Agent shall not be deemed to have notice of it.

(c)    Notwithstanding any other provision of any Finance Document to the
       contrary, neither the Agent nor the Lead Arrangers are obliged to
       disclose to any other person (i) any confidential information or (ii) any
       other information if the disclosure would or might in its reasonable
       opinion constitute a breach of any law or a breach of a fiduciary duty.

27.13  RELATIONSHIP WITH THE LENDERS
(a)    The Agent may treat each Lender as a Lender, entitled to payments under
       this Agreement and acting through its Facility Office unless it has
       received not less than five Business Days prior notice from that Lender
       to the contrary in accordance with the terms of this Agreement.

(b)    Each Lender shall supply the Agent with any information required by the
       Agent in order to calculate the Mandatory Cost in accordance with
       Schedule 4 (MANDATORY COST FORMULAE).

27.14  CREDIT APPRAISAL BY THE LENDERS AND THE FRONTING BANK
       Without affecting the responsibility of any Obligor for information
       supplied by it or on its behalf in connection with any Finance Document,
       each Lender confirms to the Agent and the Lead Arrangers that it has
       been, and will continue to be, solely responsible for making its own
       independent appraisal and investigation of all risks arising under or in
       connection with any Finance Document including but not limited to:

       (a)   the financial condition, status and nature of each Group Company;

       (b)   the legality, validity, effectiveness, adequacy or enforceability
             of any Finance Document and any other agreement, arrangement or
             document entered into, made or executed in anticipation of, under
             or in connection with any Finance Document;

       (c)   whether that Lender has recourse, and the nature and extent of that
             recourse, against any Party or any of its respective assets under
             or in connection with any Finance Document, the transactions
             contemplated by the Finance Documents or any other agreement,
             arrangement or document entered into, made or executed in
             anticipation of, under or in connection with any Finance Document;
             and

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       (d)   the adequacy, accuracy and/or completeness of the Information
             Memorandum and any other information provided by the Agent, any
             Party or by any other person under or in connection with any
             Finance Document, the transactions contemplated by the Finance
             Documents or any other agreement, arrangement or document entered
             into, made or executed in anticipation of, under or in connection
             with any Finance Document.

27.15  REFERENCE BANKS
       If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
       of which it is an Affiliate) ceases to be a Lender, the Agent shall (in
       consultation with the Borrower) appoint another Lender or an Affiliate of
       a Lender to replace that Reference Bank.

27.16  FRONTING BANK
       The Fronting Bank acts solely as issuer of Guarantees and has no
       fiduciary duties to any other Party in respect of the Financing Documents
       and the Guarantees.

27.17  AGENT TO HOLD ORIGINAL DOCUMENTS
       The Agent shall hold one of each of the complete originals of this
       Agreement, the SISA Guarantee and any Transfer Certificate at an address
       outside of Austria for the benefit of the Finance Parties and each copy
       shall be clearly marked "Agent's Copy".

28.    THE LENDERS AND THE FRONTING BANK

28.1   LENDERS' INDEMNITY
       If the Borrower fails to comply with its obligations under Clause 9.2
       (BORROWERS' INDEMNITY TO FRONTING BANK) in respect of a Guarantee, the
       Agent shall make demand on each Lender for such Lender's Guarantee
       Proportion of the part of the Guaranteed Amount of such Guarantee in
       respect of which the Borrower has failed to so comply and each Lender
       shall indemnify the Fronting Bank for such Lender's Guarantee Proportion
       of that part of the said Guaranteed Amount.

28.2   OBLIGATIONS NOT DISCHARGED
       Neither the obligations of each Lender in this Clause 28.2 nor the
       rights, powers and remedies conferred upon the Fronting Bank by this
       Agreement or by law shall be discharged, impaired or otherwise affected
       by:

       (a)   the winding-up, dissolution, administration or re-organisation of
             the Fronting Bank, the Borrower or any other person or any change
             in its status, function, control or ownership;

       (b)   any of the obligations of the Fronting Bank, the Borrower or any
             other person under this Agreement, under a Guarantee or under any
             other security taken in respect of its obligations under this
             Agreement or under a Guarantee being or becoming illegal, invalid,
             unenforceable or ineffective in any respect;

       (c)   time or other indulgence being granted or agreed to be granted to
             the Fronting Bank, the Borrower or any other person in respect of
             its obligations under this Agreement, under a Guarantee or under
             any other security;

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       (d)   any amendment to, or any variation, waiver or release of, any
             obligation of the Fronting Bank, the Borrower or any other person
             under this Agreement, under a Guarantee or under any other
             security; and

       (e)   any other act, event or omission which, but for this Clause 28.2,
             might operate to discharge, impair or otherwise affect any of the
             obligations of each Lender in this Agreement contained or any of
             the rights, powers or remedies conferred upon the Fronting Bank by
             this Agreement or by law.

       The obligations of each Lender contained in this Agreement shall be in
       addition to and independent of every other security which any Fronting
       Bank may at any time hold in respect of any Guarantee.

28.3   SETTLEMENT CONDITIONAL
       Any settlement or discharge between a Lender and the Fronting Bank shall
       be conditional upon no security or payment to the Fronting Bank by a
       Lender or any other person on behalf of a Lender being avoided or reduced
       by virtue of any laws relating to bankruptcy, insolvency, liquidation or
       similar laws of general application and, if any such security or payment
       is so avoided or reduced, the Fronting Bank shall be entitled to recover
       the value or amount of such security or payment from such Lender
       subsequently as if such settlement or discharge had not occurred.

28.4   EXERCISE OF RIGHTS
       The Fronting Bank shall not be obliged before exercising any of the
       rights, powers or remedies conferred upon them in respect of any Lender
       by this Agreement or by law:

       (a)   to take any action or obtain judgment in any court against the
             Borrower;

       (b)   to make or file any claim or proof in a winding-up or dissolution
             of the Borrower; or

       (c)   to enforce or seek to enforce any other security taken in respect
             of any of the obligations of the Borrower under this Agreement.

29.    CONDUCT OF BUSINESS BY THE FINANCE PARTIES

       No provision of this Agreement will:

       (a)   interfere with the right of any Finance Party to arrange its
             affairs (tax or otherwise) in whatever manner it thinks fit;

       (b)   oblige any Finance Party to investigate or claim any credit,
             relief, remission or repayment available to it or the extent, order
             and manner of any claim; or

       (c)   oblige any Finance Party to disclose any information relating to
             its affairs (tax or otherwise) or any computations in respect of
             Tax.

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30.    SHARING AMONG THE LENDERS

30.1   PAYMENTS TO LENDERS
       If a Lender (a "RECOVERING LENDER") receives or recovers any amount from
       an Obligor other than in accordance with Clause 31 (PAYMENT MECHANICS)
       and applies that amount to a payment due under the Finance Documents
       then:

       (a)   the Recovering Lender shall, within three Business Days, notify
             details of the receipt or recovery, to the Agent;

       (b)   the Agent shall determine whether the receipt or recovery is in
             excess of the amount the Recovering Lender would have been paid had
             the receipt or recovery been received or made by the Agent and
             distributed in accordance with Clause 31 (PAYMENT MECHANICS),
             without taking account of any Tax which would be imposed on the
             Agent in relation to the receipt, recovery or distribution; and

       (c)   the Recovering Lender shall, within three Business Days of demand
             by the Agent, pay to the Agent an amount (the "SHARING PAYMENT")
             equal to such receipt or recovery less any amount which the Agent
             determines may be retained by the Recovering Lender as its share of
             any payment to be made, in accordance with Clause 31.5 (PARTIAL
             PAYMENTS).

30.2   REDISTRIBUTION OF PAYMENTS
       The Agent shall treat the Sharing Payment as if it had been paid by the
       relevant Obligor and distribute it between the Finance Parties (other
       than the Recovering Lender) in accordance with Clause 31.5 (PARTIAL
       PAYMENTS).

30.3   RECOVERING LENDER'S RIGHTS
(a)    On a distribution by the Agent under Clause 30.2 (REDISTRIBUTION OF
       PAYMENTS), the Recovering Lender will be subrogated to the rights of the
       Finance Parties which have shared in the redistribution.

(b)    If and to the extent that the Recovering Lender is not able to rely on
       its rights under paragraph (a) above, the relevant Obligor shall be
       liable to the Recovering Lender for a debt equal to the Sharing Payment
       which is immediately due and payable.

30.4   REVERSAL OF REDISTRIBUTION
       If any part of the Sharing Payment received or recovered by a Recovering
       Lender becomes repayable and is repaid by that Recovering Lender, then:

       (a)   each Lender which has received a share of the relevant Sharing
             Payment pursuant to Clause 30.2 (REDISTRIBUTION OF PAYMENTS) shall,
             upon request of the Agent, pay to the Agent for account of that
             Recovering Lender an amount equal to its share of the Sharing
             Payment (together with an amount as is necessary to reimburse that
             Recovering Lender for its proportion of any interest on the Sharing
             Payment which that Recovering Lender is required to pay); and

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       (b)   that Recovering Lender's rights of subrogation in respect of any
             reimbursement shall be cancelled and the relevant Obligor will be
             liable to the reimbursing Lender for the amount so reimbursed.

30.5   EXCEPTIONS
(a)    This Clause 30 shall not apply to the extent that the Recovering Lender
       would not, after making any payment pursuant to this Clause, have a valid
       and enforceable claim against the relevant Obligor.

(b)    A Recovering Lender is not obliged to share with any other Lender any
       amount which the Recovering Lender has received or recovered as a result
       of taking legal or arbitration proceedings, if:

       (i)   it notified the other Lenders of the legal or arbitration
             proceedings; and

       (ii)  the other Lenders had an opportunity to participate in those legal
             or arbitration proceedings but did not do so as soon as reasonably
             practicable having received notice or did not take separate legal
             or arbitration proceedings.

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                                   SECTION 10
                                 ADMINISTRATION

31.    PAYMENT MECHANICS

31.1   PAYMENTS TO THE AGENT
(a)    On each date on which an Obligor or a Lender is required to make a
       payment under a Finance Document, that Obligor or Lender shall make the
       same available to the Agent (unless a contrary indication appears in a
       Finance Document) for value on the due date at the time and in such funds
       specified by the Agent as being customary at the time for settlement of
       transactions in the relevant currency in the place of payment.

(b)    Payment shall be made to such account in the principal financial centre
       of the country of that currency (or, in relation to euro, in a principal
       financial centre in a Participating Member State or London) but, in no
       event, in Austria, with such bank as the Agent specifies.

(c)    Any payment made by or to the Borrower under or in connection with a
       Finance Document shall be made from or to an account outside of Austria.

(d)    Any payment made by a Finance Party to another Finance Party under or in
       connection with a Finance Document shall be made from or to an account
       outside of Austria unless otherwise agreed by the Agent with the consent
       of the Borrower (such consent not to be unreasonably withheld or
       delayed).

31.2   DISTRIBUTIONS BY THE AGENT
       Each payment received by the Agent under the Finance Documents for
       another Party shall, subject to Clause 31.3 (DISTRIBUTIONS TO AN OBLIGOR)
       and Clause 31.4 (CLAWBACK) be made available by the Agent as soon as
       practicable after receipt to the Party entitled to receive payment in
       accordance with this Agreement (in the case of a Lender, for the account
       of its Facility Office), to such account as that Party may notify to the
       Agent by not less than five Business Days' notice with a bank in the
       principal financial centre of the country of that currency (or, in
       relation to euro, in the principal financial centre of a Participating
       Member State or London).

31.3   DISTRIBUTIONS TO AN OBLIGOR
       The Agent may (with the consent of the Obligor or in accordance with
       Clause 32 (Set-Off)) apply any amount received by it for that Obligor in
       or towards payment (on the date and in the currency and funds of receipt)
       of any amount due from that Obligor under the Finance Documents or in or
       towards purchase of any amount of any currency to be so applied.

31.4   CLAWBACK
(a)    Where a sum is to be paid to the Agent under the Finance Documents for
       another Party, the Agent is not obliged to pay that sum to that other
       Party (or to enter into or perform any related exchange contract) until
       it has been able to establish to its satisfaction that it has actually
       received that sum.

(b)    If the Agent pays an amount to another Party and it proves to be the case
       that the Agent had not actually received that amount, then the Party to
       whom that amount (or the proceeds of any

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       related exchange contract) was paid by the Agent shall on demand refund
       the same to the Agent together with interest on that amount from the date
       of payment to the date of receipt by the Agent, calculated by the Agent
       to reflect its cost of funds.

31.5   PARTIAL PAYMENTS
(a)    If the Agent receives a payment that is insufficient to discharge all the
       amounts then due and payable by an Obligor under the Finance Documents,
       the Agent shall apply that payment towards the obligations of that
       Obligor under the Finance Documents in the following order:

       (i)   FIRST, in or towards payment pro rata of any unpaid fees, costs and
             expenses of the Agent under the Finance Documents;

       (ii)  SECOND, in or towards payment of any demand made by the Fronting
             Bank in respect of a payment made or to be made by it under a
             Guarantee due but unpaid;

       (iii) THIRDLY, in or towards payment pro rata of any accrued interest,
             commission or Fronting Bank fee due but unpaid under this
             Agreement;

       (iv)  FOURTHLY, in or towards payment pro rata of amounts of principal
             due but unpaid under this Agreement; and

       (v)   FIFTHLY, in or towards payment pro rata of any other sum due but
             unpaid under the Finance Documents.

(b)    The Agent shall, if so directed by the Majority Lenders, vary the order
       set out in paragraphs (a)(ii) to (v) above.

(c)    Paragraphs (a) and (b) above will override any appropriation made by an
       Obligor.

31.6   NO SET-OFF BY OBLIGORS
       All payments to be made by an Obligor under the Finance Documents shall
       be calculated and be made without (and free and clear of any deduction
       for) set-off or counterclaim.

31.7   BUSINESS DAYS
(a)    Any payment which is due to be made on a day that is not a Business Day
       shall be made on the next Business Day in the same calendar month (if
       there is one) or the preceding Business Day (if there is not).

(b)    During any extension of the due date for payment of any principal or an
       Unpaid Sum under this Agreement interest is payable on the principal at
       the rate payable on the original due date.

31.8   CURRENCY OF ACCOUNT
(a)    Subject to paragraphs (b) to (f) below, the Base Currency is the currency
       of account and payment for any sum due from an Obligor under any Finance
       Document.

(b)    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
       shall be made in the currency in which that Loan or Unpaid Sum is
       denominated on its due date.

(c)    Each payment in respect of a Guarantee (including any amounts held in a
       Collateral Account in respect of a Guarantee) shall be made in the
       currency in which that Guarantee is denominated.

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(d)    Each payment of interest shall be made in the currency in which the sum
       in respect of which the interest is payable was denominated when that
       interest accrued.

(e)    Each payment in respect of costs, expenses or Taxes shall be made in the
       currency in which the costs, expenses or Taxes are incurred.

(f)    Any amount expressed to be payable in a currency other than the Base
       Currency shall be paid in that other currency.

31.9   CHANGE OF CURRENCY
(a)    Unless otherwise prohibited by law, if more than one currency or currency
       unit are at the same time recognised by the central bank of any country
       as the lawful currency of that country, then:

       (i)   any reference in the Finance Documents to, and any obligations
             arising under the Finance Documents in, the currency of that
             country shall be translated into, or paid in, the currency or
             currency unit of that country designated by the Agent (after
             consultation with the Borrower); and

       (ii)  any translation from one currency or currency unit to another shall
             be at the official rate of exchange recognised by the central bank
             for the conversion of that currency or currency unit into the
             other, rounded up or down by the Agent (acting reasonably).

(b)    If a change in any currency of a country occurs, this Agreement will, to
       the extent the Agent (acting reasonably and after consultation with the
       Borrower) specifies to be necessary, be amended to comply with any
       generally accepted conventions and market practice in the Relevant
       Interbank Market and otherwise to reflect the change in currency.

32.    SET-OFF
       Without prejudice to the rights of the Finance Parties at law, whilst an
       Event of Default is continuing unremedied and unwaived, a Finance Party
       may set off any matured obligation due from an Obligor under the Finance
       Documents (to the extent beneficially owned by that Finance Party)
       against any matured obligation owed by that Finance Party to that
       Obligor, regardless of the place of payment, booking branch or currency
       of either obligation. If the obligations are in different currencies, the
       Finance Party may convert either obligation at a market rate of exchange
       in its usual course of business for the purpose of the set-off.

33.    NOTICES

33.1   COMMUNICATIONS IN WRITING
       Any communication to be made under or in connection with the Finance
       Documents shall be made in writing and, unless otherwise stated, may be
       made by fax or letter.

33.2   ADDRESSES
       Subject to the other terms of this Agreement, the address and fax number
       (and the department or officer, if any, for whose attention the
       communication is to be made) of each Party for any communication or
       document to be made or delivered under or in connection with the Finance
       Documents is:

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       (a)   in the case of the Borrower, that identified with its name below;

       (b)   in the case of each Lender, each Fronting Bank or any other
             Obligor, that notified in writing to the Agent on or prior to the
             date on which it becomes a Party; and

       (c)   in the case of the Agent, that identified with its name below,

       or any substitute address, fax number or department or officer as the
       Party may notify to the Agent (or the Agent may notify to the other
       Parties, if a change is made by the Agent) by not less than five Business
       Days' notice.

33.3   DELIVERY
(a)    Any communication or document made or delivered by one person to another
       under or in connection with the Finance Documents will only be effective:

       (i)   if by way of fax, when received in legible form; or

       (ii)  if by way of letter, when it has been left at the relevant address
             seven Business Days after being deposited in the post postage
             prepaid in an envelope addressed to it at that address;

       and, if a particular department or officer is specified as part of its
       address details provided under Clause 33.2 (ADDRESSES), if addressed to
       that department or officer.

(b)    Any communication or document to be made or delivered to the Agent will
       be effective only when actually received by the Agent and then only if it
       is expressly marked for the attention of the department or officer
       identified with the Agent's signature below (or any substitute department
       or officer as the Agent shall specify for this purpose).

(c)    All notices from or to an Obligor shall be sent through the Agent.

(d)    Any communication or document made or delivered to the Borrower in
       accordance with this Clause will be deemed to have been made or delivered
       to the Guarantor.

33.4   NOTIFICATION OF ADDRESS AND FAX NUMBER
       Promptly upon receipt of notification of an address and fax number or
       change of address or fax number pursuant to Clause 33.2 (ADDRESSES) or
       changing its own address or fax number, the Agent shall notify the other
       Parties.

33.5   ELECTRONIC COMMUNICATION
(a)    Any communication to be made between the Parties under or in connection
       with the Finance Documents (other than (i) delivery of any Utilisation
       Request, Selection Notice, Extension Request, a certificate in accordance
       with Clause 21.2 (COMPLIANCE CERTIFICATE) or any request for an amendment
       to or waiver of this Agreement, (ii) in the case of the Guarantor,
       delivery of any request for an amendment or waiver of this Agreement) may
       be made by electronic mail or other electronic means and the Parties
       shall notify each other (in particular, the Agent) in writing of their
       electronic mail address and/or any other information required to enable
       the sending and receipt of information by that means.

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(b)    Each Party shall promptly notify each other Party (in particular, the
       Agent) of any change to their electronic mail address or any other such
       information supplied by them.

(c)    Any electronic communication made:

       (i)   by the Agent or the Fronting Bank, as the case may be, to another
             Party will be effective only when actually received by the relevant
             recipient and then only if it is addressed in such a manner as that
             relevant Lender or Obligor, as the case may be, shall specify to
             the Agent or the Fronting Bank, as the case may be, for this
             purpose; and

       (ii)  by a Lender or any Obligor to the Agent or the Fronting Bank, as
             the case may be, will be effective only when actually received by
             the Agent or the Fronting Bank, as the case may be, and then only
             if it is addressed in such a manner as the Agent or the Fronting
             Bank, as the case may be, shall specify to that Lender or, as the
             case may be, that Obligor for this purpose.

(d)    Each Party shall notify any affected Parties promptly upon becoming aware
       that its electronic mail system or other electronic means of
       communication cannot be used due to technical failure (and that failure
       is continuing for more than 36 hours). Until that Party has notified the
       other affected Parties that the failure has been remedied, all notices
       between those Parties shall be sent by fax or letter in accordance with
       this Clause 33 (NOTICES).

(e)    In the case of notification of rates of interest by the Agent pursuant to
       Clause 11.4 (NOTIFICATION OF RATES OF INTEREST) and in the case of the
       delivery of any document by the Agent pursuant to paragraph (a) of Clause
       27.2 (DUTIES OF THE AGENT), the Agent may refer a Lender or an Obligor
       (by fax, letter or e-mail) to a web site and to the location of the
       relevant information on such web site in discharge of such notification
       or delivery obligation.

33.6   ENGLISH LANGUAGE
(a)    Any notice given under or in connection with any Finance Document must be
       in English.

(b)    All other documents provided under or in connection with any Finance
       Document must be:

       (i)   in English; or

       (ii)  if not in English, and if so required by the Agent, accompanied by
             a certified English translation and, in this case, the English
             translation will prevail unless the document is a constitutional,
             statutory or other official document.

34.    CALCULATIONS AND CERTIFICATES

34.1   ACCOUNTS
       In any litigation or arbitration proceedings arising out of or in
       connection with a Finance Document and by the Fronting Bank as to the
       amount paid out by the Fronting Bank in respect of any Guarantee, the
       entries made in the accounts maintained by a Finance Party are PRIMA
       FACIE evidence of the matters to which they relate.

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34.2   CERTIFICATES AND DETERMINATIONS
       Any certification or determination by a Finance Party of a rate or amount
       under any Finance Document is, in the absence of manifest error,
       conclusive evidence of the matters to which it relates.

34.3   DAY COUNT CONVENTION
       Any interest, commission or fee accruing under a Finance Document will
       accrue from day to day and is calculated on the basis of the actual
       number of days elapsed and a year of 360 days or, in any case where the
       practice in the Relevant Interbank Market differs, in accordance with
       that market practice.

35.    PARTIAL INVALIDITY

       If, at any time, any provision of the Finance Documents is or becomes
       illegal, invalid or unenforceable in any respect under any law of any
       jurisdiction, neither the legality, validity or enforceability of the
       remaining provisions nor the legality, validity or enforceability of such
       provision under the law of any other jurisdiction will in any way be
       affected or impaired.

36.    REMEDIES AND WAIVERS

       No failure to exercise, nor any delay in exercising, on the part of any
       Finance Party, any right or remedy under the Finance Documents shall
       operate as a waiver, nor shall any single or partial exercise of any
       right or remedy prevent any further or other exercise or the exercise of
       any other right or remedy. The rights and remedies provided in this
       Agreement are cumulative and not exclusive of any rights or remedies
       provided by law.

37.    AMENDMENTS AND WAIVERS

37.1   REQUIRED CONSENTS
(a)    Subject to Clause 37.2 (EXCEPTIONS) any term of the Finance Documents
       may be amended or waived only with the consent of the Majority Lenders
       and the Obligors and any such amendment or waiver will be binding on all
       Parties.

(b)    The Agent may effect, on behalf of any Finance Party, any amendment or
       waiver permitted by this Clause.

37.2   EXCEPTIONS
(a)    An amendment or waiver that has the effect of changing or which relates
       to:

       (i)   the definition of "Majority Lenders" in Clause 1.1 (DEFINITIONS);

       (ii)  an extension to the date of payment of any amount under the Finance
             Documents;

       (iii) a reduction in the Margin, the commission rate, the amount of, or
             the currency of any payment of principal, interest, fees or
             commission payable;

       (iv)  an increase in Commitment;

       (v)   a change to the legal entity that is the Borrower or Guarantor;

       (vi)  any provision which expressly requires the consent of all the
             Lenders; or

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       (vii) Clause 2.2 (FINANCE PARTIES' RIGHTS AND OBLIGATIONS), Clause 25
             (CHANGES TO THE LENDERS), Clause 30 (SHARING AMONG THE LENDERS) or
             this Clause 37,

       shall not be made without the prior consent of all the Lenders.

(b)    An amendment or waiver which relates to the rights or obligations of the
       Agent, the Lead Arrangers or the Fronting Bank may not be effected
       without the consent of the Agent or the Lead Arrangers or the Fronting
       Bank.

38.    COUNTERPARTS

38.1   MULTIPLE COUNTERPARTS
       Each Finance Document may be executed in any number of counterparts, and
       this has the same effect as if the signatures on the counterparts were on
       a single copy of the Finance Document. This Agreement only becomes
       effective upon the signature of the Agent and is deemed to become
       effective in England upon such signature.

38.2   COMPLETE ORIGINALS
       There shall only be two complete originals of the Finance Documents
       (other than the Fee Letter). For these purposes "COMPLETE" means
       execution by each relevant Party to such Finance Document in any number
       of counterparts.

39.    PLACE OF PERFORMANCE

39.1   PERFORMANCE
       Prior to the Agent serving notice under Clause 24.13 (ACCELERATION), the
       Parties shall perform their payment and delivery obligations under or in
       connection with the Finance Documents exclusively at the Place of
       Performance (as defined below), but in no event at a place in Austria.
       For the purposes of the above, "Place of Performance" means:

       (a)   in relation to any payment by an Obligor or a Lender under or in
             connection with a Finance Document the place at which such payment
             is to be made pursuant to Clause 31.1 (PAYMENTS TO THE AGENT), and

       (b)   in relation to the delivery of any document under or in connection
             with the Agreement the premises of the Agent at London or any other
             place outside of Austria as the Agent specifies from time to time.

39.2   DELIVERY OF NOTICES BY AGENT
       Notwithstanding Clause 33 (NOTICES) and Clause 39.1 (PERFORMANCE), each
       of the Obligors agrees that any notice or document delivered on it under
       or in connection with the Finance Documents shall be sent to an address
       located outside of Austria which, unless it notifies the Agent otherwise,
       shall be 150, Chaussee de la Hulpe, B-1170 Brussels,
       (Watermael-Boitsfort), Belgium.

                                     - 71 -
<Page>

                                   SECTION 11
                          GOVERNING LAW AND ENFORCEMENT

40.    GOVERNING LAW

This Agreement is governed by English law.

41.    ENFORCEMENT

41.1   JURISDICTION OF ENGLISH COURTS
(a)    The courts of England have exclusive jurisdiction to settle any dispute
       arising out of or in connection with this Agreement (including a dispute
       regarding the existence, validity or termination of this Agreement) (a
       "DISPUTE").

(b)    The Parties agree that the courts of England are the most appropriate and
       convenient courts to settle Disputes and accordingly no Party will argue
       to the contrary.

(c)    This Clause 41.1 is for the benefit of the Finance Parties only. As a
       result, no Finance Party shall be prevented from taking proceedings
       relating to a Dispute ("PROCEEDINGS") in any other courts with
       jurisdiction. To the extent allowed by law, the Finance Parties may take
       concurrent proceedings in any number of jurisdictions.

41.2   SERVICE OF PROCESS
       Without prejudice to any other mode of service allowed under any relevant
       law, each Obligor:

       (a)   irrevocably appoints Sappi Europe Limited, 5th Floor, Stratton
             House, 1 Stratton Street, London W1X 6JX as its agent for service
             of process in relation to any proceedings before the English
             courts in connection with any Finance Document; and

       (b)   agrees that failure by a process agent to notify such Obligor of
             the process will not invalidate the proceedings concerned.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF
THIS AGREEMENT.

                                     - 72 -
<Page>

                                   SCHEDULE I

                              THE ORIGINAL LENDERS
<Table>
<Caption>
NAME OF ORIGINAL LENDER                         FACILITY A COMMITMENT         FACILITY B COMMITMENT
                                                         EURO                          EURO

<S>                                                 <C>                            <C>
ABN AMRO Bank N.V., Belgium                          34,140,625                     20,484,375
Branch

Barclays Bank Plc                                    20,625,000                     12,375,000

Bayerische Landesbank Girozentrale                   27,890,625                     16,734,375

BCH Benelux S.A./N.V.                                 6,250,000                      3,750,000

BHF-BANK Aktiengesellschaft                          27,890,625                     16,734,375

BNP Paribas, Belgium Branch                          27,890,625                     16,734,375

Citibank International plc, London                   34,140,625                     20,484,375

Commerzbank Aktiengesellschaft                       27,890,625                     16,734,375

Credit Agricole Indosuez                             27,890,625                     16,734,375

Creditanstalt AG                                     27,890,625                     16,734,375

DG BANK Deutsche                                     20,625,000                     12,375,000
Genossenschaftsbank AG

Erste Bank der oesterreichischen                     27,890,625                     16,734,375
Sparkassen AG

KBC Bank Arenberg Corporate                          27,890,625                     16,734,375
Branch

Natexis Banques Populaires                           12,500,000                      7,500,000

National Westminster Bank Plc                        27,890,625                     16,734,375

Raiffeisen Zentral Bank Osterreich AG                27,890,625                     16,734,375

Societe Generale                                     12,500,000                      7,500,000

Standard Chartered Bank                              12,500,000                      7,500,000

Sumitomo Mitsui Finance Dublin                       27,890,625                     16,734,375
Limited

The Chase Manhattan Bank                             34,140,625                     20,484,375

The Dai-Ichi Kangyo Bank, Limited.                   12,500,000                      7,500,000

Wachovia Bank, N.A                                   27,890,625                     16,734,375

Westdeutsche Landesbank (Ireland) Plc                27,890,625                     16,734,375
                                                    -------------------------------------------
                                                    562,500,000                    337,500,000
                                                    -------------------------------------------
</Table>

                                     - 73 -
<Page>

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

                  CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. OBLIGORS

(a)  A copy of the constitutional documents of each Obligor.

(b)  A copy of a resolution of the board of directors of each Obligor:

    (i)    approving the terms of, and the transactions contemplated by, the
           Finance Documents and resolving that it execute the Finance
           Documents;

    (ii)   authorising a specified person or persons to execute the Finance
           Documents on its behalf; and

    (iii)  authorising a specified person or persons, on its behalf, to sign
           and/or despatch all documents and notices (including, if relevant,
           any Utilisation Request and Selection Notice) to be signed and/or
           despatched by it under or in connection with the Finance Documents.

(c)  A copy of a resolution of the supervisory board of the Borrower approving
     the terms of, and transactions contemplated by, the Finance Documents to
     which it is a party and resolving that it executes the Finance Documents to
     which it is a party.

(d)  A specimen of the signature of each person authorised by the resolution
     referred to in paragraph (b) above.

(e)  A certificate of the Borrower (signed by a director) confirming that
     borrowing the Facilities would not cause any borrowing or similar limit
     binding on either Obligor to be exceeded.

(f)  A certificate of an authorised signatory of the relevant Obligor certifying
     that each copy document relating to it specified in this Schedule 2 is
     correct, complete and in full force and effect as at a date no earlier than
     the date of this Agreement.

2.   LEGAL OPINIONS

(a)  A legal opinion of Clifford Chance legal advisers to the Lead Arrangers and
     the Agent in England, substantially in the form distributed to the Original
     Lenders prior to signing this Agreement.

(b)  A legal opinion of Wolf Theiss & Partners, legal advisers to the Lead
     Arrangers and the Agent in Austria, substantially in the form distributed
     to the Original Lenders prior to signing this Agreement.

(c)  A legal opinion of Clifford Chance, legal advisers to the Lead Arrangers
     and the Agent in Belgium, substantially in the form distributed to the
     Original Lenders prior to signing this Agreement.

                                     - 74 -
<Page>

3.   OTHER DOCUMENTS AND EVIDENCE

(a)  The SISA Guarantee duly executed by the Guarantor and the Agent.

(b)  Evidence that the process agent referred to in Clause 41.2 (SERVICE OF
     PROCESS) has accepted its appointment.

(c)  A copy of any other Authorisation or other document, opinion or assurance
     which the Agent considers to be necessary or desirable (if it has notified
     the Borrower accordingly) in connection with the entry into and performance
     of the transactions contemplated by any Finance Document or for the
     validity and enforceability of any Finance Document.

(d)  The Original Financial Statements.

(e)  Evidence that the fees, costs and expenses then due from the Borrower
     pursuant to Clause 14 (FEES) and Clause 19 (COSTS AND EXPENSES) have been
     paid or will be paid within 5 Business Days from the date of this
     Agreement.

(f)  Evidence of the aggregate total amount of Financial Indebtedness of the
     Group as at 31 May 2001 including details of the amount, identity of the
     borrower/debtor and the lender/creditor together with confirmation of any
     material changes since that date to the extent known by the Borrower.

(g)  A certificate from the Borrower duly executed by an authorised signatory
     setting out the name and relevant details of each Material Subsidiary.

(h)  A letter from the Borrower addressed to the Lead Arrangers detailing the
     repayment profile and timing thereof of all SD Warren Group indebtedness.

                                     - 75 -
<Page>

                                   SCHEDULE 3

                                    REQUESTS

                                     PART A

                              UTILISATION REQUEST

From: Sappi Papier Holding AG

To:   Citibank International plc as Agent

Dated:

Dear Sirs
          SAPPI PAPIER HOLDING AG - EURO 900,000,000 CREDIT AGREEMENT
                             DATED [     ] 2001

1.    [We wish to borrow a Loan on the following terms]/[We wish a Guarantee to
      be issued as follows]::

      Facility:                             [   ]
      Proposed Utilisation Date:            [   ] (or, if that is not a Business
                                             Day, the next Business Day)
      Currency of [Loan]/[Guarantee]:       [   ]

      Amount:                               [   ] or, if less, the Available
                                            Facility [A/B]
      Interest Period:                      [   ]
      [Expiry Date]:                        [   ]

2.    We confirm that each condition specified in Clause 4.2 (FURTHER CONDITIONS
      PRECEDENT) of the Credit Agreement referred to above is satisfied on the
      date of this Utilisation Request.

3.    [The proceeds of this Loan should be credited to [ACCOUNT [NB NOT AN
      ACCOUNT HELD IN AUSTRIA]]] [The Guarantee should be issued in favour of
      [NAME OF RECIPIENT] in the form attached and delivered to the recipient at
      [ADDRESS OF RECIPIENT [NB - NOT AN AUSTRIAN ADDRESS]]. The purpose of its
      issue is [].].

4.    This Utilisation Request is irrevocable and signed at [PLACE OUTSIDE
      AUSTRIA].

5.    The Place of Performance shall be determined according to Clause 39 (PLACE
      OF PERFORMANCE), but shall, in any case, be outside of Austria. No
      original or certified copy hereof shall be brought into Austria.

                                Yours faithfully


                         ...............................
                            authorised signatory for
                            SAPPI PAPIER HOLDING AG

                                     - 76 -
<Page>

                                     PART B

                                SELECTION NOTICE

                        APPLICABLE TO A FACILITY B LOAN

From: Sappi Papier Holding AG

To:  Citibank International plc

Dated:

Dear Sirs

          SAPPI PAPIER HOLDING AG - EURO 900,000,000 CREDIT AGREEMENT
                              DATED [    ] 2001

1.    We refer to the following Facility B Loan[s] in [IDENTIFY CURRENCY] with
      an Interest Period ending on [_____].

2.    [We request that the above Facility B Loan[s] be divided into [ ] Facility
      B Loans with the following Base Currency Amounts and Interest Periods:]

      OR

      [We request that the next Interest Period for the above Facility B Loan[s]
      is [   ]],

3.    We request that the above Facility B Loan[s] [is]/[are] [denominated in
      the same currency for the next Interest Period]/[denominated in the
      following currencies: [ ]. As this results in a change of currency we
      confirm that each condition specified in Clause 4.2 (FURTHER CONDITIONS
      PRECEDENT) of the Credit Agreement referred to above is satisfied on the
      date of this Selection Notice. The proceeds of any change in currency
      should be credited to [ACCOUNT - NB NOT AN ACCOUNT HELD IN AUSTRIA].].

4.    This Selection Notice is irrevocable and signed at [PLACE OUTSIDE OF
      AUSTRIA].

5.    The Place of Performance shall be determined according to Clause 39 (PLACE
      OF PERFORMANCE), but shall, in any case, be outside of Austria. No
      original or certified copy hereof shall be brought into Austria.

                                Yours faithfully


                        ...............................
                            authorised signatory for
                            SAPPI PAPIER HOLDING AG

                                     - 77 -
<Page>

                                   SCHEDULE 4

                            MANDATORY COST FORMULAE

1.    The Mandatory Cost is an addition to the interest rate to compensate
      Lenders for the cost of compliance with (a) the requirements of the Bank
      of England and/or the Financial Services Authority (or, in either case,
      any other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.

2.    On the first day of each Interest Period (or as soon as possible
      thereafter) the Agent shall calculate, as a percentage rate, a rate (the
      "ADDITIONAL COST RATE") for each Lender, in accordance with the paragraphs
      set out below. The Mandatory Cost will be calculated by the Agent as a
      weighted average of the Lenders' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Lender in the relevant
      Loan) and will be expressed as a percentage rate per annum.

3.    The Additional Cost Rate for any Lender lending from a Facility Office in
      a Participating Member State will be the percentage notified by that
      Lender to the Agent as the net cost of complying with the minimum reserve
      requirements of the European Central Bank after taking into account
      remuneration payable to it by the European Central Bank under Council
      Regulation (EC) No. 2531/98 of 23 November 1998 and Council Regulation
      (EC) No. 2828/98 of 1 December 1998.

4.    The Additional Cost Rate for any Lender lending from a Facility Office in
      the United Kingdom will be calculated by the Agent as follows:

      (a)      in relation to a sterling Loan:

               AB + C(B-D)+E x 0.01
               -------------------- per cent. per annum
                    100 - (A+C)

      (b)      in relation to a Loan in any currency other than sterling:

               E x 0.01
               -------- per cent. per annum.
                  300

      Where:

      A       is the percentage of Eligible Liabilities (assuming these to be in
              excess of any stated minimum) which that Lender is from time to
              time required to maintain as an interest free cash ratio deposit
              with the Bank of England to comply with cash ratio requirements.

      B       is the percentage rate of interest (excluding the Margin and the
              Mandatory Cost) payable for the relevant Interest Period on the
              Loan.

      C       is the percentage (if any) of Eligible Liabilities which that
              Lender is required from time to time to maintain as interest
              bearing Special Deposits with the Bank of England.

                                     - 78 -
<Page>

      D       is the percentage rate per annum payable by the Bank of England to
              the Agent on interest bearing Special Deposits.

      E       is the rate of charge payable by that Lender to the Financial
              Services Authority pursuant to the Fees Regulations (but, for this
              purpose, ignoring any minimum fee required pursuant to the Fees
              Regulations) and expressed in pounds per [POUND]1,000,000 of the
              Fee Base of that Lender.

5.    For the purposes of this Schedule:

      (a)     "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
              given to them from time to time under or pursuant to the Bank of
              England Act 1998 or (as may be appropriate) by the Bank of
              England;

      (b)     "FEES REGULATIONS" means the Banking Supervision (Fees)
              Regulations 2001 or such other law or regulation as may be in
              force from time to time in respect of the payment of fees for
              banking supervision; and

      (c)     "FEE BASE" has the meaning given to it, and will be calculated in
              accordance with, the Fees Regulations.

6.    In application of the above formulae, A, B, C and D will be included in
      the formulae as percentages (i.e. 5 per cent. will be included in the
      formula as 5 and not as 0.05). A negative result obtained by subtracting D
      from B shall be taken as zero. The resulting figures shall be rounded to
      four decimal places.

7.    Each Lender shall supply any information required by the Agent for the
      purpose of calculating its Additional Cost Rate. In particular, but
      without limitation, each Lender shall supply the following information in
      writing on or prior to the date on which it becomes a Lender:

      (a) its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

      (b) any other information that the Agent may reasonably require for such
          purpose.

      Each Lender shall promptly notify the Agent in writing of any change
      to the information provided by it pursuant to this paragraph.

8.    The percentages or rates of charge of each Lender for the purpose of A, C
      and E above shall be determined by the Agent based upon the information
      supplied to it pursuant to paragraph 7 above and on the assumption that,
      unless a Lender notifies the Agent to the contrary, each Lender's
      obligations in relation to cash ratio deposits, Special Deposits and the
      Fees Regulations are the same as those of a typical bank from its
      jurisdiction of incorporation with a Facility Office in the same
      jurisdiction as its Facility Office.

9.    The Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender pursuant to paragraphs 3 and 7 above is true and correct in all
      respects.

                                      - 79 -
<Page>

10.   The Agent shall distribute the additional amounts received as a result of
      the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate
      for each Lender based on the information provided by each Lender pursuant
      to paragraphs 3 and 7 above.

11.   Any determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
      to a Lender shall, in the absence of manifest error, be conclusive and
      binding on all Parties.

12.   The Agent may from time to time, after consultation with the Borrower and
      the Lenders, determine and notify to all Parties any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the Bank
      of England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces all or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all Parties.

                                      - 80 -
<Page>

                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATE

To:    Citibank International plc as Agent

From:  [THE EXISTING LENDER] (the "EXISTING LENDER") and [THE NEW LENDER]
       (the "NEW LENDER")

Dated:

          SAPPI PAPIER HOLDING AG - EURO 900,000,000 CREDIT AGREEMENT
                   DATED [   ] 2001 (THE "CREDIT AGREEMENT")

1.    We refer to Clause 25.5 (PROCEDURE FOR TRANSFER) of the Credit Agreement:

      (a)    The Existing Lender and the New Lender agree to the Existing Lender
             and the New Lender transferring by novation all or part of the
             Existing Lender's Commitment, rights and obligations referred to in
             the Schedule in accordance with Clause 25.5 (PROCEDURE FOR
             TRANSFER) of the Credit Agreement.

      (b)    The proposed Transfer Date is [ ].

      (c)    The Facility Office and address, fax number and attention details
             for notices of the New Lender for the purposes of Clause 33.2
             (ADDRESSES) of the Credit Agreement are set out in the Schedule.

2.    The New Lender expressly acknowledges the limitations on the Existing
      Lender's obligations set out in paragraph (c) of Clause 25.4 (LIMITATION
      OF RESPONSIBILITY OF EXISTING LENDERS) of the Credit Agreement.

3.    This Transfer Certificate is governed by English law.

4.    This Transfer Certificate is signed at [PLACE OUTSIDE OF AUSTRIA].

NO ORIGINAL OR CERTIFIED COPY OF THE CREDIT AGREEMENT MAY BE TAKEN INTO OR SENT
TO THE REPUBLIC OF AUSTRIA. THE CREDIT AGREEMENT MAY NOT BE REFERRED TO IN ANY
CORRESPONDENCE (WHETHER IN WRITING, BY FACSIMILE, BY TELEX OR IN ELECTRONIC
FORM) TO OR FROM ANY PERSON IN THE REPUBLIC OF AUSTRIA.

                                  THE SCHEDULE

              COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                           [INSERT RELEVANT DETAILS]
               [FACILITY OFFICE ADDRESS, FAX NUMBER AND ATTENTION
              DETAILS FOR NOTICES AND ACCOUNT DETAILS FOR PAYMENTS,

                        [NB MUST BE OUTSIDE AUSTRIA]] ,

[Existing Lender]                   [New Lender]
By:                                 By:

                                      - 81 -
<Page>

This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [  ]

[Agent]

By:

                                      - 82 -
<Page>

                                   SCHEDULE 6

                         FORM OF COMPLIANCE CERTIFICATE

To:   Citibank International plc as Agent

From: Sappi Papier Holding AG

Dated:

Dear Sirs
           SAPPI PAPIER HOLDING AG - EURO 900,000,000 CREDIT AGREEMENT
                     DATED [ ] 2001 (THE "CREDIT AGREEMENT")

1.    We refer to the Credit Agreement. This is a Compliance Certificate.

2.    We confirm that:

      (i)      in respect of the Quarter ending on [ ] and each of the three
               immediately preceding Quarters the mean average of EBITDA was [ ]
               and the mean average of Consolidated Net Interest Expense was
               [ ]. Therefore EBITDA was [ ] times Consolidated Net Interest
               Expense and the covenant contained in sub-clause (a) of Clause
               22.1 (FINANCIAL COVENANTS) [has/has not] been complied with;

      (ii)     in respect of the Quarter ending on [ ] and each of the seven
               immediately preceding Quarters the mean average of EBITDA was [ ]
               and the mean average of Consolidated Net Interest Expense was
               [ ]. Therefore EBITDA was [ ] times Consolidated Net Interest
               Expense and the covenant contained in sub-clause (b) of Clause
               22.1 (FINANCIAL COVENANTS) [has/has not] been complied with;

      (iii)    in respect of the Quarter ending on [ ] the Consolidated Capital
               of the Group was [ ] and the Consolidated Assets of the Group was
               [ ] as at the end of that Quarter. Therefore the Consolidated
               Capital of the Group was [ ] times the Consolidated Capital of
               the Group and the covenant contained in sub-clause (c) of Clause
               22.1 (FINANCIAL COVENANTS) [has/has not) been complied with; and

      (iv)     in respect of the Quarter ending on [ ] Net Debt was [ ] and
               Capitalisation for such Quarter was [ ] as at the end of that
               Quarter. Therefore Net Debt at that time [was/was not] equal to
               or in excess of [ ] and the covenant contained in subclause (d)
               of Clause 22.1 (FINANCIAL COVENANTS) [has/has not] been complied
               with.

3.    [As at [end of Quarter], the Material Subsidiaries are as follows:
      [ ]

                                      - 83 -
<Page>

We confirm that the above companies account for at least 90 per cent. of the
Consolidated Earnings and at least 90 per cent. of the Consolidated Assets (as
such terms are defined in the definition of Material Subsidiary set out in the
Credit Agreement).](1)

4.    [We confirm that no Default is continuing.](2)

5.    This Compliance Certificate is signed [PLACE OUTSIDE OF AUSTRIA].

Signed:                                                .............
                                                       Director
                                                       for and on behalf of
                                                       SAPPI PAPIER HOLDING AG


































(1) Paragraph 3 only included in the Annual Compliance Certificate, as such term
is defined in the Credit Agreement.

(2) If this statement cannot be made, the certificate should identify any
Default that is continuing and the steps, if any, being taken to remedy it.

                                      - 84 -
<Page>

                                   SCHEDULE 7

                               EXISTING SECURITY
<Table>
<Caption>
NAME OF OBLIGOR                         SECURITY                   TOTAL PRINCIPAL AMOUNT OF
                                                                   INDEBTEDNESS SECURED
<S>                                      <C>                         <C>
SAPPI FINE PAPER NORTH AMERICA
 term loan                               Assets                         $78,000,000
 revolving credit facility*              Assets                        $155,000,000
 town of Skowhegan/Michigan
 strategic fund/City of Westbrook        Land and Buildings            $107,000,000
SAPPI ALFELD
 Allianz AG                              Assets                      euro11,000,000
SAPPI GRATKORN
 OeVKB                                   Bonds                        euro1,000,000
 Wasserwirtschaftsfonds                  Bonds                        euro3,000,000
</Table>

* The agreed credit limit is $250,000,000 for the revolving credit facility
(in addition to a letter of credit facility amounting to $136,000,000)

                                      - 85 -
<Page>

                                   SCHEDULE 8

                                   TIMETABLES

                                     PART A

                                     LOANS
<Table>
<Caption>

                                               LOANS IN EURO        LOANS IN         LOANS IN OTHER
                                                                    STERLING           CURRENCIES
<S>                                             <C>                <C>                  <C>
Request for Optional Currency                       -                  -                U-5 9.30 am
received by the Agent (Clause 4.3
(CONDITIONS RELATING TO OPTIONAL
CURRENCIES)

Approval from Lenders for an Optional               -                  -                U-4 12.00 noon
Currency, if required (Clause 4.3
(CONDITIONS RELATING TO OPTIONAL CURRENCIES))

Agent notifies the Borrower if a                    -                  -                U-4 3.00 pm
currency is approved as an Optional
Currency in accordance with Clause
4.3 (CONDITIONS RELATING TO OPTIONAL
CURRENCIES)

Delivery of a duly completed                   U-3 9.30 am        U-1 9.30 am           U-3 9.30 am
Utilisation Request (Clause 5.1
(DELIVERY OF A UTILISATION REQUEST)

A Selection Notice (Clause 12.1                U-3 9.30 am        U-1 9.30 am           U-3 9.30 am
(SELECTION OF INTEREST PERIODS AND
TERMS))

Agent determines (in relation to a                                U-1 11.00 am          U-3 11.00 am
Utilisation) the Base Currency Amount
of the Loan, if required under Clause
5.4 (LENDERS' PARTICIPATION)

Agent notifies the Lenders of the Loan         U-3 3.00 pm        U-1 3.00 pm           U-3 3.00 pm
in accordance with Clause 5.5
(NOTIFICATION)

Agent receives a notification from a           U-2 9.00 am        U - 9.00 am           U-2 9.00 am
Lender under Clause 7.2
(UNAVAILABILITY OF A CURRENCY)

                                     - 86 -
<Page>

Agent gives notice in accordance with          U-2 9.30 am        U 9.30 am             U-2 9.30 am
Clause 7.2 (UNAVAILABILITY OF A
CURRENCY)

Agent determines amount of the Loan           U-3 11.00 am       U-1 11.00 am          U-3 11.00 am
in Optional Currency in accordance
with Clause 7.3 (CHANGE OF CURRENCY)
and Clause 7.4 (SAME OPTIONAL
CURRENCY DURING SUCCESSIVE INTEREST
PERIODS)
</Table>

<Table>

<S>                                          <C>                <C>                     <C>
LIBOR or EURIBOR is fixed                    Quotation Day as   Quotation Day           Quotation Day
                                             of 11:00 a.m.      as of 11:00 a.m.        as of 11:00 a.m.
                                             Brussels
                                             time in respect
                                             of EURIBOR
</Table>

"U"      =     date of utilisation
"U-X"    =     X Business Days prior to date of utilisation

                                      - 87 -
<Page>

                                     PART B

                                   GUARANTEES
<Table>
<Caption>
                                                                Guarantees

<S>                                                               <C>
Delivery of a duly completed Utilisation                                 U-5
Request (Clause 5.1 (DELIVERY OF A                                    9.30 am
UTILISATION REQUEST)

Agent and Fronting Bank approve the                                 U-4 3.00 pm
details of the Guarantee in
accordance with Clause 5.2 (COMPLETION OF A
UTILISATION REQUEST)

Fronting Bank provides copy of the                                U-2 12.00 noon
Guarantee to the Agent in accordance with
Clause 5.5 (NOTIFICATION)

Agent notifies the Lenders of the                                         U-2
Guarantee in accordance with Clause 5.5
(NOTIFICATION).                                                        4.00 PM

Lender notifies Agent of restriction in                           U-1 12.00 noon
participation of the Guarantee in
accordance with Clause 6.2 (RESTRICTIONS
ON PARTICIPATION IN GUARANTEES)

Fronting Bank issues the Guarantee in                                    U
accordance with Clause 6.1 (COMPLETION
OF GUARANTEES)
</Table>

"U"   =    date of utilisation
"U - X"  =   X Business Days prior to date of utilisation

                                      - 88 -
<Page>

                                   SCHEDULE 9

                      FORM OF CONFIDENTIALITY UNDERTAKING

From: [Proposed Transferee]

To:   Sappi Papier Holding AG
                                                                       [ ]200[ ]

CREDIT AGREEMENT DATED [ ] BETWEEN (1) SAPPI PAPIER HOLDING AG AS BORROWER
(2) SAPPI INTERNATIONAL S.A. AS GUARANTOR (3) CITIBANK INTERNATIONAL PLC AS
AGENT AND (4) CERTAIN LENDERS NAMED THEREIN (THE "CREDIT AGREEMENT")

1.    We refer to the Credit Agreement. Words and expressions defined in the
      Credit Agreement and not expressly defined herein shall bear the same
      respective meanings.

2.    Subject as provided below, we undertake to keep confidential and undertake
      not to, without your prior written consent, (i) disclose any information
      (other than information which is publicly available other than as a result
      of a breach of this letter) supplied by or on behalf of Sappi Papier
      Holding AG, or (ii) use any such information other than in relation to the
      Facilities. However, you agree that we are entitled to disclose
      information:

      (a)    in connection with any legal proceedings arising out of or in
             connection with the Credit Agreement or any audit requirement;

      (b)    if required to do so by an order of a court of competent
             jurisdiction whether under any procedure for discovering documents
             or otherwise;

      (c)    pursuant to any law or regulation in accordance with which we
             and/or any of our affiliates and/or subsidiaries are required or
             accustomed to act;

      (d)    to a governmental banking, taxation or other regulatory authority
             of any competent jurisdiction;

      (e)    to our accountants or legal or other professional advisers in
             connection with this letter or the Facilities;

      (f)    which, after such information has been made available to us,
             becomes generally available to third parties by publication or
             otherwise through no breach of this letter;

      (g)    which was lawfully in our possession or in the possession of our
             advisers prior to such disclosure and which was not acquired
             directly or indirectly from Sappi Papier Holding AG;

      (h)    the disclosure of which is made to any of our affiliates in
             circumstances where it is our usual practice to make such
             disclosure or where such disclosure is required as part of our
             management or reporting policies;

                                      - 89 -
<Page>

      (i)    where such disclosure is, in our reasonable opinion, required,
             following the occurrence of a Default, to protect our position, or
             to assist in the recovery of amounts, under the Credit Agreement;
             or

      (j)    where such disclosure is made to the Agent, any Lead Arranger or
             any Lender.

3.    The obligations in this letter shall cease (a) if we become a party to or
      otherwise acquire (by assignment or sub participation) an interest, direct
      or indirect in the Facilities or (b) twelve months after we have returned
      all information received by you relating to the Facilities (other than
      such information which has been disclosed under paragraph 2 above).

4.    This letter sets out the full extent of our obligations of confidentiality
      owed to you in relation to the information the subject of this letter. The
      terms of this letter and our obligations under this letter may only be
      amended or modified by written agreement between us.

5.    (a)   The terms of this letter may be enforced and relied upon only by you
            and us and the operation of the Contracts (Rights of Third Parties)
            Act 1999 is excluded.

      (b)   Notwithstanding any provisions of this letter, the parties to this
            letter do not require the consent of any other person to rescind or
            vary this letter at any time.

6.    This letter (including the agreement constituted by your acknowledgement
      of its terms) shall be governed by and construed in accordance with the
      laws of England and the parties submit to the exclusive jurisdiction of
      the English courts.

7.    This letter is signed [PLACE OUTSIDE OF AUSTRIA]. No original or certified
      copy hereof shall be brought into Austria.

Please countersign this letter to confirm your agreement to its terms.

Yours faithfully,

 ...........................
[name of proposed Transferee]

We hereby agree and acknowledge the terms of the above letter.

 ...........................
for and on behalf of
SAPPI PAPIER HOLDING AG

                                      - 90 -
<Page>

                                   SIGNATURES

THE BORROWER

SAPPI PAPIER HOLDING AG

By: /s/ Trevor Lewis Larkan

/s/ Wolfgang Pfarl

Address:   150 Chaussee de la Hulpe, B-1170 Brussels, (Watermael-Boitsfort),
           Belgium

Fax:       +32 2676 9601

Attention: Mr Kaj Burchardi
           Executive Director
           Corporate Finance

THE GUARANTOR

SAPPI INTERNATIONAL S.A.

By: /s/ Kaj Burchardi
    /s/ Karl Kamper

Address: 150 Chaussee de la Hulpe, B-1170 Brussels, (Watermael-Boitsfort),
         Belgium

Fax:     +32 2676 9601

Attention: Mr Kaj Burchardi
           Executive Director
           Corporate Finance

THE LEAD ARRANGERS

ABN AMRO BANK N.V.

By: Murat Demirel
/s/ Murat Demirel

CITIBANK INTERNATIONAL PLC

By: Murat Demirel
/s/ Murat Demirel

J P MORGAN PLC

By: Andrea Harratt
/s/ Andrea Harratt

                                      - 91 -
<Page>


The Agent

CITIBANK INTERNATIONAL PLC

By: Murat Demirel
/s/ Murat Demirel

Address: PO BOX 242, 336 Strand, London WC2R lHB

Tel:     +44 207 500 4194

Fax:     +44 207 500 4482/4484

Attention:  Loans Agency

The Original Lenders

ABN AMRO BANK N.V., BELGIUM BRANCH

By: Murat Demirel
/s/ Murat Demirel

BARCLAYS BANK PLC

By: Tom W. Russell
/s/ Tom W. Russell

BAYERISCHE LANDESBANK GIROZENTRALE

By: Murat Demirel
/s/ Murat Demirel

BCH BENELUX S.A./N.V.

By: Murat Demirel
/s/ Murat Demirel

BHF-BANK AKTIENGESELLSCHAFT

By: Murat Demirel
/s/ Murat Demirel

BNP PARIBAS, BELGIUM BRANCH

By: Murat Demirel
/s/ Murat Demirel

CITIBANK INTERNATIONAL PLC, LONDON

By: Murat Demirel
/s/ Murat Demirel

                                      - 92 -
<Page>

COMMERZBANK AKTIENGESELLSCHAFT

By: Murat Demirel
/s/ Murat Demirel

CREDIT AGRICOLE INDOSUEZ

By: Murat Demirel
/s/ Murat Demirel

CREDITANSTALT AG

By: Murat Demirel
/s/ Murat Demirel

DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG

By: Murat Demirel
/s/ Murat Demirel

ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG

By: Murat Demirel
/s/ Murat Demirel

KBC BANK ARENBERG CORPORATE BRANCH

By: Murat Demirel
/s/ Murat Demirel

NATEXIS BANQUES POPULAIRES

By: Murat Demirel
/s/ Murat Demirel

NATIONAL WESTMINSTER BANK PLC

By: Peter Simon Russell
/s/ Peter Simon Russell

RAIFFEISEN ZENTRAL BANK OSTERREICH AG

By: Murat Demirel
/s/ Murat Demirel

SOCIETE GENERALE

By: Murat Demirel
/s/ Murat Demirel

STANDARD CHARTERED BANK

By: Murat Demirel
/s/ Murat Demirel

                                      - 93 -
<Page>

SUMITOMO MITSUI FINANCE DUBLIN LIMITED

By: Murat Demirel
/s/ Murat Demirel

THE CHASE MANHATTAN BANK

By: Andrea Harratt
/s/ Andrea Harratt

THE DAI-ICHI KANGYO BANK, LIMITED.

By: Murat Demirel
/s/ Murat Demirel

WACHOVIA BANK, N.A

By: Murat Demirel
/s/ Murat Demirel

WESTDEUTSCHE LANDESBANK (IRELAND) PLC

By: Murat Demirel
/s/ Murat Demirel

                                      - 94 -
<Page>

CLIFFORD                                           LIMITED LIABILITY PARTNERSHIP
CHANCE

                            SAPPI INTERNATIONAL S.A.

                                       AND

                           CITIBANK INTERNATIONAL PLC

                        ---------------------------------

                                    GUARANTEE

                        ---------------------------------

<Page>

                                    CONTENTS
<Table>
<Caption>
CLAUSE                                                                      PAGE
<S>                                                                            <C>
 1.  Interpretation .......................................................... 1

 2.  Guarantee And Indemnity ................................................. 2

 3.  Continuing Guarantee .................................................... 2

 4.  Reinstatement ........................................................... 2

 5.  Waiver Of Defences ...................................................... 3

 6.  Immediate Recourse ...................................................... 3

 7.  Appropriations .......................................................... 3

 8.  Deferral Of Guarantor's Rights .......................................... 4

 9.  Additional Security ..................................................... 4

 10. Payments And Interest ................................................... 4

 11. Currency ................................................................ 4

 12. Notices ................................................................. 5

 13. Waiver .................................................................. 5

 14. Provisions Severable .................................................... 5

 15. Continuation Of Guarantee ............................................... 6

 16. The Agent's Discretion .................................................. 6

 17. Governing Law ........................................................... 6

 18. Enforcement ............................................................. 6

 19. Amendments .............................................................. 7

 20. Trust ................................................................... 7

 21. Assignment .............................................................. 7

 22. Third Party Rights ...................................................... 7
</Table>

<Page>

THIS GUARANTEE is made on 11 JULY 2001

BY:

SAPPI INTERNATIONAL S.A., (the "GUARANTOR") (as defined below)

IN FAVOUR OF

CITIBANK INTERNATIONAL PLC of 336 Strand, London WC2R 1HB as agent and trustee
for the Finance Parties (the "AGENT").

WHEREAS:

By a credit agreement (the "CREDIT AGREEMENT") dated 11 JULY 2001 made between
Sappi Papier Holding AG, the Guarantor, ABN AMRO Bank N.V., Citibank
International Plc and JP Morgan PLC as lead arrangers, certain lenders and the
Agent, the Lenders have agreed to make available certain facilities to the
Borrower on the terms and conditions contained in the Credit Agreement.

It is a term of the Credit Agreement that the Guarantor enter into this
Guarantee.

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION

1.1  In this Guarantee, unless the context otherwise requires or unless
     otherwise defined or provided for in this Guarantee, words and expressions
     shall have the same meaning as is attributed to them under the Credit
     Agreement. In addition, the following words and expressions shall have the
     respective means ascribed to them:

     "BORROWER" means Sappi Papier Holding AG, a company incorporated in Austria
     with company number FN167931h having its registered office at
     Geschaftsanschrift 1010 Wien Seilergasse 16.

     "GUARANTOR" means Sappi International S.A., a Belgium company having its
     registered office at 150, Chaussee de la Hulpe, 1170 Brussels, Belgium R.C.
     Brussels 568.858 and includes its successors in title.

1.2  Clause headings are for convenience of reference only and shall not affect
     the construction of this Guarantee.

1.3  In this Guarantee (unless otherwise provided):

     (a)   references to Clauses are to be construed as references to the
           clauses of this Guarantee as amended or varied from time to time and
           references to sub-Clauses shall unless otherwise specifically stated
           be construed as references to the subclauses of the clause in which
           the reference appears;

     (b)   references to this Guarantee and any provisions of this Guarantee
           or to any other document or agreement are to be construed as
           references to this Guarantee, those provisions or that document or
           agreement as is in force for the time being and as amended, varied,
           supplemented, substituted or novated from time to time;

     (c)   words importing the singular shall include the plural and vice versa;

                                      - 1 -
<Page>

     (d)   references to a "person" shall be construed so as to include that
           person's assigns or transferees or successors in title and shall be
           construed as including references to an individual, firm,
           partnership, joint venture, company, corporation, unincorporated body
           of persons or any state or any agency thereof;

     (e)   references to any statute or statutory provision include any statute
           or statutory provision which amends, extends, consolidates or
           replaces the same, or which has been amended, extended, consolidated
           or replaced by the same, and shall include any orders, regulations,
           instruments or other subordinate legislation made under the relevant
           statute;

     (f)   references to liability or liabilities are to be construed to include
           all liabilities and obligations whether actual, contingent, present
           or future and whether incurred solely or jointly;

     (g)   the words "other" and "otherwise" shall not be construed ejusdem
           generis with any foregoing words where a wider construction is
           possible; and

     (h)   the words "including" and "in particular" shall be construed as being
           by way of illustration or emphasis only and shall not be construed
           as, nor shall they take effect as, limiting the generality of any
           foregoing words.

2.   GUARANTEE AND INDEMNITY

     The Guarantor irrevocably and unconditionally:

     2.1.1  guarantees to each Finance Party punctual performance by the
            Borrower of all the Borrower's obligations under the Finance
            Documents;

     2.1.2  undertakes with each Finance Party that whenever the Borrower does
            not pay any amount when due under or in connection with any Finance
            Document, the Guarantor shall immediately on demand pay that amount
            as if it was the principal obligor; and

     2.1.3  indemnifies each Finance Party immediately on demand against any
            cost, loss or liability suffered by that Finance Party if any
            obligation guaranteed by it is or becomes unenforceable, invalid or
            illegal. The amount of the cost, loss or liability shall be equal to
            the amount which that Finance Party would otherwise have been
            entitled to recover.

3.   CONTINUING GUARANTEE

     This guarantee is a continuing guarantee and will extend to the ultimate
     balance of sums payable by the Borrower under the Finance Documents,
     regardless of any intermediate payment or discharge in whole or in part.

4.   REINSTATEMENT

     If any payment by the Borrower or any discharge given by a Finance Party
     (whether in respect of the obligations of the Borrower or any security for
     those obligations or otherwise) is avoided or reduced as a result of
     insolvency or any similar event:

                                      - 2 -
<Page>

     4.1.1  the liability of the Borrower shall continue as if the payment,
            discharge, avoidance or reduction had not occurred; and

     4.1.2  each Finance Party shall be entitled to recover the value or amount
            of that security or payment from the Borrower, as if the payment,
            discharge, avoidance or reduction had not occurred.

5.   WAIVER OF DEFENCES

     The obligations of the Guarantor under this Guarantee will not be affected
     by an act, omission, matter or thing which, but for this Guarantee, would
     reduce, release or prejudice any of its obligations under this Guarantee
     (without limitation and whether or not known to it or any Finance Party)
     including:

     5.1.1  any time, waiver or consent granted to, or composition with, the
            Borrower or other person;

     5.1.2  the release of the Borrower or any other person under the terms of
            any composition or arrangement with any creditor of any Group
            Company;

     5.1.3  the taking, variation, compromise, exchange, renewal or release of,
            or refusal or neglect to perfect, take up or enforce, any rights
            against, or security over assets of, the Borrower or other person or
            any non-presentation or non-observance of any formality or other
            requirement in respect of any instrument or any failure to realise
            the full value of any security;

     5.1.4  any incapacity or lack of power, authority or legal personality of
            or dissolution or change in the members or status of the Borrower or
            any other person;

     5.1.5  any amendment (however fundamental) or replacement of a Finance
            Document or any other document or security;

     5.1.6  any unenforceability, illegality or invalidity of any obligation of
            any person under any Finance Document or any other document or
            security; or

     5.1.7  any insolvency or similar proceedings.

6.   IMMEDIATE RECOURSE

     The Guarantor waives any right it may have of first requiring any Finance
     Party (or any trustee or agent on its behalf) to proceed against or enforce
     any other rights or security or claim payment from any person before
     claiming from the Guarantor under this Guarantee. This waiver applies
     irrespective of any law or any provision of a Finance Document to the
     contrary.

7.   APPROPRIATIONS

     Until all amounts which may be or become payable by the Borrower under or
     in connection with the Finance Documents have been irrevocably paid in
     full, each Finance Party (or any trustee or agent on its behalf) may:

                                      - 3 -
<Page>

     7.1.1  refrain from applying or enforcing any other moneys, security or
            rights held or received by that Finance Party (or any trustee or
            agent on its behalf) in respect of those amounts, or apply and
            enforce the same in such manner and order as it sees fit (whether
            against those amounts or otherwise) and the Guarantor shall not be
            entitled to the benefit of the same; and

     7.1.2  hold in an interest-bearing suspense account any moneys received
            from the Guarantor or on account of the Guarantor's liability under
            this Guarantee.

8.   DEFERRAL OF GUARANTOR'S RIGHTS

8.1  Until all amounts which may be or become payable by the Borrower under or
     in connection with the Finance Documents have been irrevocably paid in full
     and unless the Agent otherwise directs, the Guarantor will not exercise any
     rights which it may have by reason of performance by it of its obligations
     under the Finance Documents:

     8.1.1  to be indemnified by the Borrower;

     8.1.2  to claim any contribution from any other guarantor of the Borrower's
            obligations under the Finance Documents; and/or

     8.1.3  to take the benefit (in whole or in part and whether by way of
            subrogation or otherwise) of any rights of the Finance Parties under
            the Finance Documents or of any other guarantee or security taken
            pursuant to, or in connection with, the Finance Documents by any
            Finance Party.

9.   ADDITIONAL SECURITY

     This guarantee is in addition to and is not in any way prejudiced by any
     other guarantee or security now or subsequently held by any Finance Party.

10.  PAYMENTS AND INTEREST

10.1 The provisions of the Credit Agreement relating to the payments to be made
     under it (including, without limitation, those regulating what is to happen
     if the Borrower is required by law to make a deduction or withholding from
     any such payment) shall apply MUTATIS MUTANDIS to payments to be made under
     the Guarantee.

10.2 If the Agent makes a demand under this Guarantee, the Guarantor shall pay
     interest on each sum demanded (before and after any judgement and to the
     extent, interest at the default rate is not otherwise being paid on such
     sum(s)) from the date of demand until the date of payment calculated on a
     daily basis at the rate determined in accordance with the provisions of
     clause 11.3 (DEFAULT INTEREST) of the Credit Agreement.

11.  CURRENCY

     The Agent may, in order to cover the obligations of the Borrower in another
     currency in its sole discretion, convert any moneys received, recovered or
     realised in any currency under this Guarantee (including the proceeds of
     any previous conversion under this Clause) from their existing currency of
     denomination into any other currency at the Agent's spot rate of exchange
     at such time as the Agent thinks fit.

                                      - 4 -
<Page>

12.  NOTICES

12.1 METHOD

     All notices and demands to be made under this Guarantee shall be made in
     writing in English but, unless otherwise provided, may be made by facsimile
     transmission or letter.

12.2 DELIVERY

     Any notice or demand to be made or delivered by the Agent pursuant to this
     Guarantee shall (unless the Guarantor has by 15 days' written notice to the
     Agent specified another address) be made or delivered at the following
     address:

     SAPPI INTERNATIONAL S.A.:

     150 Chaussee de la Hulpe,
     B-1170 (Watermael- Boitsfort),
     Brussels,
     Belgium

     Attention:      Mr Kaj Burchardi
     Fax:            +32 2 676 9601

12.3 DEEMED RECEIPT

     12.3.1 Any notice given by the Agent shall be deemed to have been received:

            (a) if sent by facsimile transmission, with a confirmed receipt of
                transmission from the receiving machine, on the Business Day on
                which transmitted or the following Business Day if transmitted
                after the normal business hours of the Guarantor;

            (b) in the case of a written notice lodged by hand, on the Business
                Day of actual delivery or the following Business Day if
                delivered after the normal business hours of the Guarantor; and

            (c) if posted, on the second Business Day following the day on which
                it was properly despatched by first class mail postage prepaid.

     12.3.2 Any notice given to the Agent shall be deemed to have been given
            only on actual receipt.

13.  WAIVER

     No failure on the part of the Agent to exercise, or delay on its part in
     exercising, any of its rights, powers and remedies provided by this
     Guarantee or by law (collectively the "RIGHTS") shall operate as a waiver
     thereof, nor shall any single or partial exercise of any of the Rights
     preclude any further or other exercise of that one of the Rights concerned
     or the exercise of any other of the Rights.

14.  PROVISIONS SEVERABLE

     Every provision contained in this Guarantee shall be severable and distinct
     from every other such provision and if at any time any one or more of such
     provisions is or becomes

                                      - 5 -
<Page>

     invalid, illegal or unenforceable, the validity, legality and
     enforceability of the remaining such provisions shall not in any way be
     affected thereby.

15.  CONTINUATION OF GUARANTEE

15.1 This Guarantee shall remain in full force and effect notwithstanding the
     termination of the Credit Agreement or any amendments or variations from
     time to time of the Credit Agreement and all references herein to the
     Credit Agreement shall be taken as referring to the Credit Agreement as
     amended or varied from time to time.

15.2 This Guarantee is and will remain the property of the Agent.

16.  THE AGENT'S DISCRETION

16.1 Subject to the terms of the Credit Agreement:

     16.1.1 any liberty or power which may be exercised or any determination
            which may be made hereunder by the Agent may be exercised or made in
            the absolute and unfettered discretion of the Agent which shall not
            be under any obligation to give reasons therefor; and

     16.1.2 a certificate by an officer of the Agent (i) as to the amount for
            the time being due to the Agent or any other Finance Party from the
            Borrower, and (ii) as to any sums payable to the Agent hereunder,
            shall, save in the case of manifest error, be conclusive and binding
            upon the Guarantor for all purposes.

17.  GOVERNING LAW

     This Guarantee is governed by English law.

18.  ENFORCEMENT

18.1 JURISDICTION OF ENGLISH COURTS

     18.1.1 The courts of England have exclusive jurisdiction to settle any
            dispute arising out of or in connection with this Guarantee
            (including a dispute regarding the existence, validity or
            termination of this Guarantee) (a "DISPUTE").

     18.1.2 The Parties agree that the courts of England are the most
            appropriate and convenient courts to settle Disputes and accordingly
            no Party will argue to the contrary.

     18.1.3 This Clause 18 is for the benefit of the Finance Parties only. As a
            result, no Finance Party shall be prevented from taking proceedings
            relating to a Dispute ("PROCEEDINGS") in any other courts with
            jurisdiction. To the extent allowed by law, the Finance Parties may
            take concurrent proceedings in any number of jurisdictions.

                                      - 6 -
<Page>

18.2 SERVICE OF PROCESS

     Without prejudice to any other mode of service allowed under any relevant
     law, the Guarantor:

     18.2.1 irrevocably appoints Sappi Europe Limited, 5th Floor, Stratton
            House, I Stratton Street, London W1X 6JX as its agent for service of
            process in relation to any proceedings before the English courts in
            connection with this Guarantee; and

     18.2.2 agrees that failure by a process agent to notify the Guarantor of
            the process will not invalidate the proceedings concerned.

19.  AMENDMENTS

     No amendment or waiver of any provision of this Guarantee and no consent to
     any departure by the Guarantor therefrom shall be effective unless the
     same shall be in writing and signed or approved in writing by the Agent,
     and then such waiver or consent shall be effective only in the specific
     instance and for the specific purpose for which given.

20.  TRUST

     The Agent shall hold the benefit of this Guarantee upon trust for the
     Finance Parties.

21.  ASSIGNMENT

     The Finance Parties shall have a full and unfettered right to assign or
     otherwise transfer the whole or any part of the benefit of this Guarantee
     to any person to whom all or any part of its rights, benefits and
     obligations under the Credit Agreement are assigned or transferred in
     accordance with the provisions of the Credit Agreement and the expression
     the "AGENT" wherever used herein shall be deemed to include the assignees
     and other successors, whether immediate or derivative, of the Agent, who
     shall be entitled to enforce and proceed upon this Guarantee in the same
     manner as if named herein. The Agent shall be entitled to impart any
     information concerning the Guarantor to any such assignee or other
     successor or any participant or proposed assignee, successor or
     participant.

22.  THIRD PARTY RIGHTS

     A person who is not a party to this Guarantee has no right under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
     Guarantee.

IN WITNESS whereof the Guarantor has executed this Guarantee as a deed and the
Agent has executed this Guarantee under hand the day and year first before
written.

EXECUTED as a DEED by                      )       KAJ BURCHARDI
SAPPI INTERNATIONAL S.A.                   )
in the presence of:                        )       KARL KAMPER

                                      - 7 -
<Page>

 /s/ [Kaj Burchadi]                             DIRECTOR

 /s/ [Karl Kamper]                              DIRECTOR/SECRETARY

SIGNED for and on behalf of                )
CITIBANK INTERNATIONAL PLC                 )  /s/ [ILLEGIBLE]

                                       - 8 -
<Page>

                                    JULY 2001
                            SAPPI INTERNATIONAL S.A.
                                  AS GUARANTOR

                             SAPPI PAPIER HOLDING AG
                                   AS BORROWER

                ------------------------------------------------

                    GUARANTEE MANDATE AND RECOURSE AGREEMENT

                ------------------------------------------------

                    [LOGO OF FRESHFIELDS BRUCKHAUS DERINGER]

<Page>

THIS GUARANTEE MANDATE AND RECOURSE AGREEMENT is made on July 2001 (the
AGREEMENT)

BETWEEN:

(1)  SAPPI INTERNATIONAL S.A., a Belgium company with company number 568858
     having its registered office at 150, Chaussee de la Hulpe, 1170 Brussels,
     Belgium R.C. Brussels 568.858 (the GUARANTOR); and

(2)  SAPPI PAPIER HOLDING AG, a company incorporated in Austria with company
     number FN167931h having its registered office at A-8101 Gratkorn,
     Bruckerstrasse 21 (the BORROWER);

WHEREAS

(a) By a credit agreement (the CREDIT AGREEMENT) dated July 2001 made between
the Borrower, the Guarantor, ABN AMRO Bank N.V., Citibank International Plc and
JP Morgan PLC as lead arrangers, certain lenders and Citibank International Plc
(acting as AGENT), the Lenders have agreed to make available certain facilities
to the Borrower on the terms and conditions contained in the Credit Agreement.

(b) It is a term of the Credit Agreement that the Guarantor provides a guarantee
to the Agent (acting as agent for the Lenders) (the GUARANTEE).

Capitalized terms used but not defined herein shall have the meaning assigned to
them in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:

1.   INSTRUCTION TO ISSUE GUARANTEE. The Borrower hereby instructs the Guarantor
to issue the Guarantee by which the Guarantor shall guarantee to each Finance
Party (i) the punctual performance by the Borrower of all its obligations under
the Finance Documents, (ii) that whenever the Borrower has not paid an amount
due under or in connection with any Finance Document it will pay on demand as if
it was the principal obligor and that (iii) it will indemnify each Finance Party
on demand for all costs, losses or liabilities should any of the obligations
guaranteed by it be or become unenforceable, invalid or illegal.

The Guarantee will be a continuing guarantee and will extend to the ultimate
balance of sums payable by the Borrower under the Finance Documents.

2.   RECOURSE.Upon the Guarantor's written request stating that a certain amount
was paid by the Guarantor to any Finance Parties under the Guarantee, the
Borrower shall refund to the Guarantor such amount to the extent permitted by
and otherwise in accordance with the terms of the Credit Agreement and the
Guarantee.

3.   REMUNERATION. In consideration for the issuance of the Guarantee, the
Borrower shall pay quarterly in advance to the Guarantor the equivalent of 25
basis

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points per annum of any amounts outstanding from time to time under the Finance
Documents.

4.   GOVERNING LAW; JURISDICTION. The present agreement shall be governed by the
laws of Belgium. All disputes arising out of the present agreement or related to
its violation, termination or nullity shall be finally and exclusively settled
by the courts of Brussels, Belgium.

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This Guarantee Mandate and Recourse Agreement has been executed in two originals
on the day and year first before written and each party acknowledges receipt of
one signed original.


SAPPI INTERNATIONAL S.A.

/s/ Kaj Burchardi                        /s/ Karl Kamper
-----------------                        ---------------
Name: Kaj Burchardi                      Karl Kamper
Title: Exec. Director                    Deputy Executive Director

SAPPI PAPIER HOLDING AG

/s/ Trevor Lewis Larkan
-----------------------
Name:  Trevor Lewis Larkan
Title: Executive Board Member

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