Bridgewater Paper Company Limited

Wells Fargo Bank, National Association (The Collateral Trustee)

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery (for details of properties charged please refer to the form 395) see image for full details.

All sums due or to become due under the terms of the aforementioned instrument creating or evidencing the charge

Goldman Sachs Credit Partners L.P. (The Collateral Agent)

By way of first fixed charge, its right, title and interest from time to time in the proceeds of any policy see image for full details.

All monies due or to become due from any credit party to any beneficiary on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

National Westminster Bank PLC

The sum of £840,062.53 together with interest accrued now or to be held by the bank on an account numbered 43072003 and earmarked by reference to the company.

All monies due or to become due from the company to the chargee on any account whatsoever in relation to a bond in favour of commissioners of hm customs and excise for £770,000 & also a guaranteed loan note in favour of mary connor for £70,062.53

National Westminster Bank PLC

The sum of £879,383 together with interest accrued now or to be held by national westminster bank PLC on an account numbered 43072003 and earmarked or designated by reference to the company.

All monies due or to become due from the company to the chargee on any account whatsoever

National Westminster Bank PLC

The sum of £1,268,623 together with interest accrued now or to be held by national westminster bank PLC on an account numbered 43072003.

All monies due or to become due from the company to the chargee on any account whatsoever

National Westminster Bank PLC

The sum of £150,000 together with interest accrued now or to be held by national westminster bank PLC on an account numbered 41455606 and earmarked or designated by reference to the company.

All monies due or to become due from the company to the chargee on any account whatsoever in relation to a guarantee for £150,000 in favour of hm customs and excise dated 241097

The Toronto Dominion Bankreement Dated 1 November 1995AS Agent for the Lenders Pursuant to a Credit Ag

Floating charge over all of the inventory. Fixed charge over all receivables all present and future insurance policies intangible property present and future books accounts invoices letters etc.. see the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under or in connection with the guarantee as amended supplemented or restated from time to time

The Toronto-Dominion Bank

(I) floating charge all of the inventory.(ii) fixed charge:- (a) all receivables;(b) all present and future insurance policies owned by or maintained by the company.(c) all present and future intangible property,owned or gereafter acquired or reacquired by the company.. See the mortgage charge document for full details.

All monies due or to become due from the company to the toronto-dominion bank as agent for the lenders under the credit agreement under or pursuant to the guarantee as amended,supplemented or restated from time to time,and all extensions and renewals thereof

National Westminster Bank PLC

£1,122,627 with interest to be held by the bank on acct/no. 43072003.

All monies due or to become due from the company to the chargee in relation to four guarantees in favour of john connor for £488,866; mary connor for £488,866; william dillon for £72,494 and evelyn dillon for £72,401

Alexander Financial Corporation

(1) by way of fixed charge (a) the receivables (b) the inventory (c) all monies standing to the credit of any account(s) opened as lockbox accounts (d) all books and records etc. and (e) all the rights of the company under any contracts or policies of insurance or indemnities relating to the other assets charged and (2) by way of floating charge all the assets as charged by para. (1) above. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the receivables purchase agreement of even date or this debenture

Stone-Consolidated Corporation (The Lender)

(1) by way of fixed charge (a) all the accounts receivable of the company (b) the inventory (c) the "lockbox accounts" (d) all books and records etc. and (e) all rights of the company under any contracts or policies of insurance or indemnities relating to the other assets charged (2) by way of floating charge all the assets charged by para. (1) above.. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the credit agreement dated 8TH march 1994 under which the lender has agreed to grant to the company a credit facility of an amount not exceeding U.S.$20,000,000, or the loan agreement dated 17TH december 1993 under which the lender has agreed to lend the company a principal amount of $11,000,000 (as amended by an agreement dated 8TH march 1994), and/or this debenture

General Electric Capital Canada Inc.

A right of possessory pledge over all the collateral (meaning inventory of the company etc.) at the date of the pledge owned or thereafter acquired by the company. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee in its capacity as agent for the lenders under the credit agreement dated 17TH december 1993 nd as trustee for the lenders under a debenture dated 17TH december 1993 and all other monies due as defined in this agreement

General Electric Capital Canada,Inc.

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee in its capacity as agent and trustee (as defined) under the terms of a facility agreement dated 17 december 1993 and this debenture

National Westminster Bank PLC

The sum of £1,000,000 together with interest accrued now or to be held by national westminster bank PLC on an account numbered 43072003 and earmarked or designated by reference to the company.

All monies due or to become due from the company to the chargee on any account whatsoever in relation to a guarantee dated 12 march 1992 in favour of h m customs and excise for £1,000,000

National Westminster Bank PLC

Land and buildings on the north side of north road ellesmere port t/n CH178854 for full details see form 395. fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All monies due or to become due from the company to the chargee under the terms of the charge,the natwest facility agreement and the pnb facility agreement on any account whatsoever