Exhibit 4.3  


CASCADES INC.

71/4% Senior Notes due 2013  


REGISTRATION RIGHTS AGREEMENT 


New
York, New York

February 5, 2003 


Salomon
Smith Barney Inc.

Scotia Capital (USA) Inc. 


As
Representatives of the Initial Purchasers

c/o Salomon Brothers Inc. 

388 Greenwich Street

New York, New York 10013 


Dear
Sirs: 


        Cascades Inc.,
a corporation organized under the laws of the Province of Quebec (the "Company"), proposes to issue and sell its 71/4% Senior Notes due 2013 (the
"Notes") to certain purchasers (the "Initial Purchasers"), upon the terms set forth in a Purchase Agreement, dated as of January 31, 2003 (the "Purchase Agreement"), between the Company, the
subsidiary guarantors signatory thereto and
the Initial Purchasers listed on Schedule I hereto, relating to the initial placement of the Notes (the "Initial Placement"). The Notes will be guaranteed (the "Guarantees" and, together with
the Notes, the "Securities") on an unsecured senior basis by each of the Company's direct and indirect Canadian and U.S. restricted subsidiaries set forth on the signature page hereto (the
"Guarantors"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of our obligations thereunder, the Company and the Guarantors agree with you for your
benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows: 


        1.    Definitions.    Capitalized terms used herein without definition shall have their respective meanings set forth
in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 


        "Act"
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 



        "Affiliate"
of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person.
For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. 


        "Broker-Dealer"
shall mean any broker or dealer registered as such under the Exchange Act. 



        "Business
Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close
in New York City or Montreal. 


        "Commission"
shall mean the Securities and Exchange Commission. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 


        "Exchange
Offer Registration Period" shall mean the 90-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop
order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 





 



        "Exchange
Offer Registration Statement" shall mean a registration statement of the Company and the Guarantors on an appropriate form under the Act with respect to the Registered Exchange
Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein. 


        "Exchanging
Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for
its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities. 



        "Final
Memorandum" shall have the meaning set forth in the Purchase Agreement. 


        "Holder"
shall have the meaning set forth in the preamble hereto. 


        "Indenture"
shall mean the Indenture relating to the Securities, dated as of February 5, 2003, between the Company, the Guarantors and The Bank of New York, as trustee, as the
same may be amended from time to time in accordance with the terms thereof. 


        "Initial
Placement" shall have the meaning set forth in the preamble hereto. 



        "Initial
Purchaser" shall have the meaning set forth in the preamble hereto. 


        "Losses"
shall have the meaning set forth in Section 7(d) hereof. 


        "Majority
Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. 


        "Managing
Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 



        "New
Securities" shall mean debt securities issued as evidence of the same continuing debt of the Company and the Guarantors identical in all material respects to the Securities (except
that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture. 


        "Prospectus"
shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. 


        "Purchase
Agreement" shall have the meaning set forth in the preamble hereto. 


        "Registered
Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the
Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. 



        "Registration
Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein),
all exhibits thereto and all material incorporated by reference therein. 


        "Securities"
shall have the meaning set forth in the preamble hereto. 


        "Shelf
Registration" shall mean a registration effected pursuant to Section 3 hereof. 


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        "Shelf
Registration Period" has the meaning set forth in Section 3(b)(ii) hereof. 


        "Shelf
Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors pursuant to the provisions of Section 3 hereof which covers some or
all of the Securities on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 


        "Trustee"
shall mean the trustee with respect to the Securities under the Indenture. 


        "underwriter"
shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. 


        2.    Registered Exchange Offer.    



        (a)  The
Company and the Guarantors shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not
a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the
Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original
issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day). 



        (b)  Upon
the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New
Securities in the ordinary course of such Holder's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of
the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the several states of the United States. 


        (c)  In
connection with the Registered Exchange Offer, the Company and the Guarantors shall: 



        (i)    mail
or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents; 


        (ii)  keep
the Registered Exchange Offer open for not less than 30 Business Days and not more than 45 Business D ays after the date notice thereof is mailed to the Holders
(or, in each case, longer if required by applicable law); 


        (iii)  use
their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as
required under the Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; 


        (iv)  utilize
the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an
Affiliate of either of them; 




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        (v)  permit
Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer
is open; 


        (vi)  prior
to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Company and the
Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the
Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best
of the Company's and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no
arrangement or understanding with any Person to participate in the distribution of the New Securities; and 


        (vii) comply
in all material respects with all applicable laws. 




        (d)  As
soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall: 



        (i)    accept
for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer; 



        (ii)  deliver
to the Trustee for cancellation in accordance with Section 5(s) all Securities so accepted for exchange; and 


        (iii)  cause
the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the
Securities of such Holder so accepted for exchange. 




        (e)  Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New
Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not
under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in
connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or
508, as applicable, of Regulation S-K under the Act. Accordingly, each Holder participating in the Registered Exchange Offer shall be required in writing to represent to the Company
and the Guarantors that, at the time of the consummation of the Registered Exchange Offer: 



        (i)    any
New Securities received by such Holder will be acquired in the ordinary course of business; 


        (ii)  such
Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of
the Act; 


        (iii)  such
Holder is not an Affiliate of the Company or any of the Guarantors (or if it is, that it will comply with the registration and prospectus delivery requirements of
the Act to the extent applicable); and 




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        (iv)  if
such Holder is a broker-dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making
activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities. 




        (f)    If
any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any
portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities from
such Initial Purchaser, in each case if such New Securities have been registered under a Shelf Registration Statement as contemplated by Section 3 hereof, in exchange for such Securities, a
like principal amount of New Securities. The Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities
as for New Securities issued pursuant to the Registered Exchange Offer. 




        3.    Shelf Registration.    



        (a)  If
(i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it
is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared
effective by the Commission under the Act within 180 days of the date of the original issuance of the Securities or the Registered Exchange Offer is not consummated within 45 Business Days of
the date of the effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities
in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in
the Registered Exchange Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradable New Securities in the Registered Exchange Offer, other
than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer
Registration Statement in connection with sales of New Securities shall not result in such New Securities being not "freely tradable"); or (v) in the case of any Initial Purchaser that
participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for
Securities constituting any portion of an unsold allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall not result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New
Securities being not "freely tradeable"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. 


        (b)  (i)  The
Company and the Guarantors shall as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use their respective reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement in
accordance with Rule 415 under the Act relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless 



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such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect
to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended,
shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. 



        (ii)  The
Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared
effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been
sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period") or (ii) are eligible for resale under Rule 144(k). The
Company and the Guarantors shall be deemed not to have used their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily
take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable
law; or (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantors' obligations
hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the
requirements of Section 5(k) hereof, if applicable. 


        (iii)  The
Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 





        4.    Special Interest.    If (a) on or prior to the 90th day following the original issue date of the
Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180 th day following the original
issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission, (c) on or prior to the 45th
Business Day following the date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (other than as permitted by the proviso
to Section 5(k)) in connection with resales of
Securities or New Securities in accordance with and during the periods specified in this Agreement unless such Registration Statement ceases to be effective or usable as a result of the failure by any
Holder to provide the Company with any information required to be so provided by Items 507 or 508 of Regulation S-K, as applicable (each such event referred to in clauses
(a) through (d), a "Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the
Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on 


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which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such
Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. 



        All
obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New
Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full. 


        5.    Additional Registration Procedures.    In connection with any Shelf Registration Statement and, to the extent
applicable, any Exchange Offer Registration Statement, the following provisions shall apply. 



        (a)  The
Company and the Guarantors shall: 



        (i)    furnish
to you, not less than five (5) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any
Shelf Registration Statement, and not less than three (3) Business Days prior to the filing thereof with the Commission, a copy of each amendment thereof and each amendment or supplement, if
any, to the Prospectus included therein (including, upon request, all documents incorporated by reference therein after the initial filing), and shall use their respective reasonable best efforts to
reflect in each such document, when so filed with the Commission, such comments as you reasonably propose; 



        (ii)  include
the information substantially as set forth in, Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart
of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained
in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; 


        (iii)  if
requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus
contained in the Exchange Offer Registration Statement, provided that such names and such other information are provided in writing to the Company by
the
Initial Purchasers at least five (5) Business Days prior to the filing of the Shelf Registration Statement; and 


        (iv)  in
the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling
security holders and the other information required under Item 507 of Regulation S-K under the Act, provided that such names and such other information are provided in
writing to the Company by the Initial Purchasers at least five (5) Business Days prior to the filing of the Shelf Registration Statement. 




        (b)  The
Company and the Guarantors shall use their respective reasonable best efforts to ensure that: 



        (i)    any
Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies as to form in all material
respects with the Act and the rules and regulations thereunder; and 




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        (ii)  any
Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. 




        (c)  The
Company and the Guarantors shall advise you, the Holders of Securities covered by any Shelf Registration Statement that have individually indicated in the selling
noteholder questionnaire that they wish to be so advised and any Exchanging Dealer under any Exchange Offer Registration Statement, that has provided in writing to the Company and the Guarantors a
telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to
clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company and the Guarantors shall have remedied the basis for such
suspension): 



          (i)  when
the Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective; 


        (ii)  of
any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 



        (iv)  of
the receipt by the Company and the Guarantors of any notification with respect to the suspension of the qualification of the securities included therein for sale in
any jurisdiction or the initiation of any proceeding for such purpose; and 


        (v)  of
the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading. 




        (d)  The
Company and the Guarantors shall use their respective reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement, or the qualification of the securities therein for sale in any jurisdiction as may be reasonably required by any Holder, at the earliest possible time. 


        (e)  The
Company and the Guarantors shall furnish to each Holder of Securities covered by any Shelf Registration Statement that has indicated in the selling noteholder
questionnaire that they wish to receive, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder has so requested in writing, all exhibits thereto (including exhibits incorporated by reference therein). 


        (f)    The
Company and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Company and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and
sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement for the Shelf Registration Period. 



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        (g)  The
Company and the Guarantors shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein). 


        (h)  The
Company and the Guarantors shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the
Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person
may reasonably request. The Company and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Exchange Offer Registration Statement for the Exchange Offer Registration Period. 


        (i)    Prior
to the Registered Exchange Offer or any other offering of Securities or New Securities pursuant to any Registration Statement, the Company and the Guarantors shall
use their respective reasonable best efforts to arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request in writing to the Company to maintain such qualification in effect so long as reasonably required;  provided that in no event shall the Company or the Guarantors be obligated to qualify to do business in any jurisdiction where they are not then so
qualified or to take any action that would subject them to service of process in suits, other than suits arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to
a Shelf Registration Statement to the extent applicable, or to taxation in any such jurisdiction where they are not then so subject. 


        (j)    The
Company and the Guarantors shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in a
reasonable period of time prior to sales of the Securities or New Securities pursuant to the Registration Statement. 



        (k)  Upon
the occurrence of any event contemplated by subsections (c)(ii) through (v) above during the period of time in which the Company is required to maintain an
effective Registration Statement, the Company and the Guarantors shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to
the related Prospectus or file any other required document so that, as thereafter delivered to initial purchasers of the securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;  provided that the
Company shall not be required to amend or supplement a Shelf Registration Statement or Prospectus on no more than two occasions, for a
reasonable period of time, but not in excess of 90 days in any consecutive twelve-month period if the Company determines reasonably and in good faith that such amendment or supplement would
require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to the Company if so disclosed or would otherwise materially
adversely affect a financing, acquisition, disposition, merger or other material transaction. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided
for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the 



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giving of a notice of suspension pursuant to Section 5(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section. 


        (l)    Not
later than the effective date of any Registration Statement, the Company and the Guarantors shall provide a CUSIP number for the Securities or the New Securities, as
the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The
Depository Trust Company. 


        (m)  The
Company and the Guarantors shall comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange
Offer and the Shelf Registration and shall make generally available or otherwise provide to their security holders as soon as
practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. 



        (n)  The
Company and the Guarantors shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. 


        (o)  The
Company and the Guarantors may require each Holder of Securities or New Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company
and the Guarantors such information regarding the Holder and the distribution of such Securities or New Securities as the Company and the Guarantors may from time to time reasonably require for
inclusion in such Registration Statement. The Company and the Guarantors may exclude from such Shelf Registration Statement the Securities or New Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request. 


        (p)  In
the case of any Shelf Registration Statement, the Company and the Guarantors shall enter into such agreements and take all other appropriate actions reasonably
requested by any Holder of the Securities or New Securities, as the case may be (which may include an underwriting agreement in customary form), in order to expedite or facilitate the registration or
the disposition of the Securities or New Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 7 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any), with respect to all parties
to be indemnified pursuant to Section 7. 


        (q)  In
the case of any Shelf Registration Statement, the Company and the Guarantors shall: 



          (i)  make
reasonably available for inspection by the Holders of Securities or New Securities to be registered thereunder, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries; 


        (ii)  cause
the Company's officers, directors and employees to supply all relevant information reasonably requested by the Holders or any underwriter, attorney, accountant or
agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided,  however, that (i) the
foregoing inspection and information gathering shall be coordinated on behalf of all parties by one counsel designated by
the Majority Holders and (ii) each Holder and any underwriter, attorney, accountant or agent conducting an inspection under this section will be required to agree that information obtained by
it as a result of such inspections will be deemed confidential and will not be disclosed by it or used by it as the basis for any transaction in any securities of the Company unless and until such
information is generally available to the public; 




10





 





        (iii)  in
the case of any Shelf Registration that involves an underwritten public offering, make such representations and warranties to the Holders of Securities or New
Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to selling security holders and underwriters, respectively, in
underwritten offerings; 


        (iv)  in
the case of any Shelf Registration that involves an underwritten public offering, obtain opinions of counsel to the Company and the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any), addressed to each selling Holder and the managing underwriters, if
any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters, if any; 



        (v)  in
the case of any Shelf Registration that involves an underwritten public offering, obtain "cold comfort" letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities or New Securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings,  provided that each such Holder
and underwriter makes such representations as may be required for such independent certified public accountants to
deliver such letters; and 


        (vi)  deliver
such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 5(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors. 





The
actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (A) the effectiveness of such Registration Statement and each post-effective
amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. 



        (r)  In
the case of any Exchange Offer Registration Statement, the Company and the Guarantors shall: 



	(i)
	make
reasonably available for inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such Initial Purchaser, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its subsidiaries; and



	(ii)
	cause
the Company's officers, directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney, accountant or agent in
connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that (i) the foregoing
inspection and information gathering shall be coordinated on behalf of all parties by one counsel designated by the Majority Holders and (ii) each Holder and any underwriter, attorney,
accountant or agent conducting an inspection under this section will be required to agree that information obtained by it as a result of such inspections will be deemed confidential and will not be
disclosed by it or used by it as the basis for any transaction in any securities of the Company unless and until such information is generally available to the public. 




11





 





        (s)  If
a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in
exchange for the New Securities, the Company shall mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied. 



        (t)    The
Company and the Guarantors will use their respective reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously
rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters. 


        (u)  In
connection with any Shelf Registration Statement, in the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such
Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and the Guarantors shall assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by: 



          (i)  if
such Rules or By-Laws shall so require, engaging a "qualified independent underwriter" (as defined in such Rules) to participate in the preparation of
the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield of such Securities; 


        (ii)  indemnifying
any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 7 hereof; and 


        (iii)  providing
such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules. 




        (v)  The
Company and the Guarantors shall use their respective reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the
New Securities, as the case may be, covered by a Registration Statement. 




        6.    Registration Expenses.    The Company shall bear all expenses incurred in connection with the performance of its
and the Guarantors' obligations under Sections 2, 3 and 5 hereof (other than any underwriting discounts and commissions, and the fees of any counsel retained by or on behalf of the
underwriters, and transfer taxes, if any, related to the sale or disposition of such Holder's Notes pursuant to any underwritten public offering pursuant to a Shelf Registration Statement, which shall
be for the expense of the Holders), including filing fees, if any, in respect of the trade of the New Securities by way of private placement to Holders in Canada and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of not more than one counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of not more than one counsel acting
in connection therewith. 


        7.    Indemnification and Contribution.    



        (a)  The
Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by
any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus 



12





 


delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within
the meaning of either the Act or the Exchange Act against any and all losses, claims, damages, or liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or in any "wrapped" version thereof constituting an offering memorandum under applicable Canadian provincial securities
laws, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company and the Guarantors
will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written information furnished to the Company and the Guarantors by or on behalf of any such Holder specifically for inclusion therein and
(ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Registration Statement, the indemnity agreement
contained in subsection (a) shall not inure to the benefit of any such indemnified party from whom the person asserting any such losses, claims, damages or liabilities purchased the securities
concerned, if a copy of the prospectus relating to such Securities or New Securities (as amended or supplemented at the time of sale) was required to be delivered by such indemnified party and was not
delivered as given by or on behalf of such indemnified party to such person and if such prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, claim,
damage or liability. This indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have. 


        The
Company and the Guarantors also, jointly and severally, agree to indemnify or contribute as provided in Section 7(d) to Losses of any underwriter of any Securities or New
Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter (within the meaning of the
Act or the Exchange Act) on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 7(a) and shall, if requested
by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(p) hereof. 


        (b)  Each
Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 5(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company and the Guarantors, each of their directors, each of their officers who sign such
Registration Statement and each Person who controls the Company or any of the Guarantors within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each such Holder, but only with reference to written information relating to such Holder furnished to the Company or the Guarantors by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing indemnity; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or any such person in connection with investigating or defending or appearing in any judicial or extra-judicial 



13





 





proceeding, in any capacity, including but not limited to, defendant, co-defendant, third-party defendant or witness, in connection with any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 


        (c)  Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to employ separate counsel for all indemnified parties (including local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party;
(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 



        (d)  In
the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any
reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Initial Purchaser of any Security or New Security be responsible, in the aggregate, for any amount
in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth on
the cover page of the Final 



14





 





Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses, nor shall any subsequent Holder of any Security or New Security be responsible for any amount in excess of the amount by which the net proceeds
received by such Holder from the sale of the Securities or New Securities pursuant to a Registration Statement exceed the amount of damages which such Holder would have otherwise been required to pay
by reason of such untrue statement or omission or alleged omission. If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the Guarantors shall be deemed to be equal to the sum of (x) the total net proceeds
from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Company was not required
to pay as a result of registering the securities covered by the Registration Statement which resulted in such Loses. Benefits received by the Initial Purchasers shall be deemed to be equal to the
total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the proceeds received from
the sale of the Securities or New Securities, as applicable. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the
cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company or any of the Guarantors within the
meaning of either the Act or the Exchange Act, each officer, director, employee and agent of the Company or any of the Guarantors shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d). 


        (e)  The
provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company and the Guarantors
or any of the officers, directors or controlling Persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration Statement. 




        8.    Underwritten Registrations.    



        (a)  If
any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders. 


        (b)  No
Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person's
Securities or New 



15





 





Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 




        9.    No Inconsistent Agreements.    The Company has not, as of the date hereof, entered into, nor shall it, on or
after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 


        10.    Amendments and Waivers.    The provisions of this Agreement, including the provisions of this sentence, may not
be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority
Holders (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with
respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such
amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect
the rights of other Holders may be given by the Holders representing a majority of the aggregate principal amount of the Securities or the New Securities, as the case may be, being sold rather than
registered under such Registration Statement, voting together as a single class. 


        11.    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: 



        (a)  if
to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of this Section, which address initially is, with
respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Salomon Smith Barney Inc.; 


        (b)  if
to you, initially at the respective addresses set forth in the Purchase Agreement; and 


        (c)  if
to the Company or the Guarantors, initially at its respective address set forth in the Purchase Agreement. 



16











   
        All such notices and communications shall be deemed to have been duly given when received. 


        The
Initial Purchasers, the Company or the Guarantors by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 



        12.    Successors.    This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities. The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may enforce the provisions of this Agreement as if an original party hereto. 


        13.    Counterparts.    This agreement may be in signed counterparts, each of which shall an original and all of which
together shall constitute one and the same agreement. 


        14.    Headings.    The headings used herein are for convenience only and shall not affect the construction hereof. 


        15.    Applicable Law.    This Agreement shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and to be performed in the State of New York. 



        16.    Severability.    In the event that any one of more of the provisions contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law. 


        17.    Securities Held by the Company, etc.    Whenever the consent or approval of Holders of a specified percentage
of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of
their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


        18.    Agent for Service; Submission to Jurisdiction; Waiver of Immunities.    By the execution and delivery of this
Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought
under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such
suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company may
acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. 


17





 

        If
the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall
represent a binding agreement among the Company, the Guarantors and the several Initial Purchasers. 



	 	 	Very truly yours,
	

 	
 	
CASCADES INC.
	



	
 	

 	

 	

 
	 	 	By:	/s/  ROBERT F. HALL      

	 	 	 	Name:	ROBERT F. HALL
	 	 	 	Title:	VICE PRESIDENT, LEGAL AFFAIRS AND CORPORATE SECRETARY
	



	
 	

 	

 	

 



18





 

	 	 	CADMUS AND CASCADES RECYCLING, INC.

CASCADES AGRI-PAK, INC.

CASCADES AUBURN FIBER INC.

CASCADES DIAMOND, INC.

CASCADES DOMINION INC.

CASCADES EAST ANGUS INC.

CASCADES ENVIROPAC INC.

CASCADES FINE PAPERS GROUP (SALES) INC.

CASCADES FINE PAPERS GROUP (USA) INC.

CASCADES FINE PAPERS GROUP INC.

CASCADES FINE PAPERS GROUP THUNDER BAY INC.

CASCADES FORMA-PAK INC.

CASCADES INOPAK INC.

CASCADES LUPEL INC.

CASCADES MOULDED PULP, INC.

CASCADES MULTI-PRO INC.

CASCADES PLASTICS INC.

CASCADES SPG HOLDING INC.

CASCADES TISSUE GROUP—CALIFORNIA INC.

CASCADES TISSUE GROUP—IFC DISPOSABLES INC.

CASCADES TISSUE GROUP—MECHANICVILLE INC.

CASCADES TISSUE GROUP—NEW YORK INC.

CASCADES TISSUE GROUP—NORTH CAROLINA INC.

CASCADES TISSUE GROUP—OREGON INC.

CASCADES TISSUE GROUP—PENNSYLVANIA INC.

CASCADES TISSUE GROUP—WISCONSIN INC.

CASCADES TISSUE GROUP INC.

DÉSENCRAGE C.M.D. INC.

MARATHON GRAPHIC ART DISTRIBUTOR INC.

MATÉRIAUX CASCADES INC.

PLASTIQUES CASCADES INC.

WOOD WYANT INC.

2851-5351 QUÉBEC INC. (COMMEC ENR.)

3815285 CANADA INC.

3815315 CANADA INC.

4089235 CANADA INC.

4089260 CANADA INC.

4089278 CANADA INC.

4089294 CANADA INC.
	



	
 	

 	

 	

 
	 	 	By:	/s/  ROBERT F. HALL      

	 	 	 	Name:	ROBERT F. HALL
	 	 	 	Title:	 




19





 


	The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.	 	 
	

Salomon Smith Barney Inc.

Scotia Capital (USA) Inc.	
 	

 
	



	

 	

 	
 	

 
	By:	SALOMON SMITH BARNEY INC.	 	 
	



	

 	

 	
 	

 
	By:	/s/  WHITNER MARSHALL      
	 	 
	 	Name:	WHITNER MARSHALL	 	 
	 	Title:	VICE PRESIDENT	 	 
	For themselves and the other several Initial

Purchasers named in Schedule I to

the foregoing Agreement.	 	 




20





 
SCHEDULE 1  


Initial
Purchasers 


Salomon
Smith Barney Inc.

Scotia Capital (USA) Inc.

CIBC World Markets Corp.

NBC International (USA) Inc.

BNP Paribas Securities Corp.

Comerica Securities, Inc.

SG Cowen Securities Corporation

BMO Nesbitt Burns Corp.

TD Securities (USA) Inc. 


21





 
ANNEX A  


        Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of the New
Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed to,
starting on the Expiration Date (as defined herein) and ending on the close of business 90 days after the Expiration Date, make this Prospectus available to any Broker-Dealer for use in
connection with these resales. See "Plan of Distribution." 


22





 
ANNEX B  


        Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, the Securities were acquired by the Broker-Dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Securities. See "Plan of Distribution." 


23





 
ANNEX C  


PLAN OF DISTRIBUTION  


        Each Broker-Dealer that receives New Securities for its own account in the Exchange Offer must acknowledge that it will deliver a prospectus in connection with
any resale of these New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed to, starting on the
Expiration Date and ending on the close of business 90 days after the Expiration Date, make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection
with these resales. In addition, until                        , 200  , all dealers effecting transactions in the New
Securities may be required to deliver a prospectus. 



        The
Company will not receive any proceeds from any sale of New Securities by broker-dealers. New Securities received by Broker-Dealers for their own account in the Exchange Offer may be
sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any of these resales may be made
directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from these Broker-Dealers and/or the purchasers of New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own account in the Exchange Offer and any broker or dealer that participates in a distribution of these New Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of New Securities and any commissions or concessions received by any such Persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 


        For
a period of 90 days after the Expiration Date, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against
certain liabilities, including liabilities under the Securities Act. 


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ANNEX D  



	Rider A	 	 	 	 	 
	

 	
 	

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.	
 	

 
	

 	
 	

Name:	

    
	
 	

 
	 	 	Address:	    
    
	 	 
	

Rider B	
 	

 	

 	
 	

 
	

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no
arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the
Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of New Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.






25