exv4w24






Exhibit 4.24




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




by and among



Cascades Inc.

and the Guarantors party hereto



and



Banc of America Securities LLC

Scotia Capital (USA) Inc.



As representatives of the several Initial Purchasers



December 3, 2009



 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
December 3, 2009, by and among Cascades Inc., a corporation organized under the laws of the
Province of Quebec (the “Company”), the subsidiaries of the Company listed on the signature
pages hereof as “Guarantors” (the “Guarantors”), and Banc of America Securities LLC and
Scotia Capital (USA) Inc., as representatives of the several initial purchasers of the US$ Notes
(as defined in the Purchase Agreement) in Schedule I to the Purchase Agreement (as defined
below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the
Company’s 73/4% Senior Notes due 2017 (the “Notes”), which are fully and unconditionally
guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The
Notes and the Guarantees attached thereto are herein collectively referred to as the
“Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated November 18, 2009 (the
“Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for
the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of
Transfer Restricted Securities (as defined below) to the extent provided herein, including the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the
Company has agreed to provide the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 5(f) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms
shall have the following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Each day which is not a Saturday, Sunday or a day on which commercial
banks are authorized or required to close in New York City or Montreal.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the
Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to
be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar
under the Indenture of Exchange Securities in the same aggregate principal amount as the



 









 




aggregate principal amount of Transfer Restricted Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.




     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Date: As defined in Section 3(a) hereof.



     Exchange Offer: The registration by the Company under the Securities Act of the
Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the
Holders of all outstanding Transfer Restricted Securities who are not prohibited by law from
participating in such offer the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to
the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange
offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the
Exchange Offer, including the related Prospectus.



     Exchange Securities: The 73/4% Senior Notes due 2017, of the same series under the
Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The indenture, dated as of December 3, 2009, by and among the Company, the
Guarantors and The Bank of Nova Scotia Trust Company of New York, as trustee (the
“Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended
or supplemented from time to time in accordance with the terms thereof.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: The Securities issued and sold by the Company to the Initial
Purchasers pursuant to the Purchase Agreement on the Closing Date.



     Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.



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     Prospectus: The prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an
offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.



     Rule 144: Rule 144 under the Securities Act.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: The Securities; provided that the Securities shall
cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a
Registration Statement with respect to such Securities has become effective under the Securities
Act and such Securities have been exchanged (or have become eligible for exchange but not so
exchanged) or disposed of pursuant to such Registration Statement and (ii) the date on which such
Securities cease to be outstanding.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the public.



          SECTION 2. Securities Subject to this Agreement.




     (a) Transfer Restricted Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.



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          SECTION 3. Registered Exchange Offer.




     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there
are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i)
cause to be filed with the Commission, a Registration Statement under the Securities Act relating
to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to
cause such Registration Statement to become effective, (iii) in connection with the foregoing, file
(A) all pre-effective amendments to such Registration Statement as may be necessary in order to
cause such Registration Statement to become effective, (B) if applicable, a post-effective
amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C)
cause all necessary filings in connection with the registration and qualification of the Exchange
Securities to be made under the state securities or blue sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, use its commercially reasonable efforts to commence the Exchange Offer.
The Exchange Offer shall be on the appropriate form permitting registration of the Exchange
Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales
of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities (which term, for purposes of this Section 3(b), shall include
any securities to be issued in exchange for securities of the same series that have been issued
under the Indenture after the date hereof) or any other debt securities to be issued in exchange
for debt securities of the same series that have been issued by the Company without registration
under the Securities Act after the date hereof shall be included in the Exchange Offer Registration
Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than August 30, 2010 (such date being 270 days after
the Closing Date) (the “Exchange Date”).



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted Securities acquired directly
from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement



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may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the
Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers that the Commission may require in
order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer except to the extent required by the Commission as a result of a change in policy
after the date of this Agreement.




     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep
the Exchange Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is
available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own
accounts as a result of market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period ending on the earlier of
(i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective,
(ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection
with market-making or other trading activities and (iii) the date on which all Broker-Dealers have
disposed of all Exchange Securities held by them.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



          SECTION 4. Shelf Registration.




     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not
permitted by applicable law or Commission policy, (ii) for any reason the Exchange Offer is not
Consummated by the Exchange Date, or (iii) prior to the Exchange Date: (A) the Initial Purchasers
request from the Company with respect to Transfer Restricted Securities not eligible to be
exchanged for Exchange Securities in the Exchange Offer or (B) with respect to any Holder of
Transfer Restricted Securities, such Holder notifies the Company that (i) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is
a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one
of its affiliates, the Company and the Guarantors shall:




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the 90th day after
the date such obligation arises but no earlier than August 30, 2010 (such date being the
270th day after the Closing Date)(such date being the “Shelf Filing Deadline”),
which



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Shelf Registration Statement shall provide for resales of all Transfer Restricted
Securities the Holders of which shall have provided the information required pursuant to
Section 4(b) hereof; and




     (y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 90th day after the
Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding
Business Day)(the “Shelf Effectiveness Date”).



     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and amended as required by
the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Transfer Restricted Securities by the Holders of such Securities entitled
to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, from the date on which the Shelf Registration Statement is declared
effective by the Commission until the expiration of the one-year period referred to in Rule 144
applicable to securities held by non-affiliates under the Securities Act (or shorter period that
will terminate when all the Transfer Restricted Securities covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement or are no longer
outstanding); provided, however, that the Company may notify the Holders of its suspension of any
Shelf Registration Statement (and, upon receipt of such notice, the Holders shall not be authorized
by the Company to resell and shall not resell Securities covered by the Shelf Registration
Statement during such period of suspension) if the Board of Directors of the Company determines in
good faith that there is a valid business purpose for the suspension (all such periods of
suspension may not exceed 90 days during any 365-day period), and such suspensions shall not give
rise to any right to receive Additional Interest pursuant to Section 5 hereof.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such information as the Company may reasonably request for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each
Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated on
or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby has not
been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) any Shelf
Registration Statement, if required hereby, has not been declared effective by the Commission on or
prior to the Shelf Effectiveness Date or (iv) any Registration Statement required by this Agreement
has been declared effective but ceases to be effective at any time at which it is required to be
effective under this Agreement (each such event referred to in clauses (i) through (iv), a




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“Registration Default”), the Company hereby agrees that the interest rate borne by the
Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period
immediately following the occurrence of any Registration Default and shall increase by 0.25% per
annum at the end of each subsequent 90-day period (such increase, “Additional Interest”),
but in no event shall such increase exceed 0.50% per annum. At the cure of all Registration
Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the
relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such
Transfer Restricted Securities; provided, however, that, if after any such reduction in interest
rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing provisions.




          SECTION 6. Registration Procedures.




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall
use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:




     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters, and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should 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 if the resales are of Exchange Securities
obtained by such Holder in exchange for Transfer Restricted Securities acquired by such
Holder directly from the Company.



     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection
with the Shelf Registration Statement, each of the Company and the Guarantors shall comply




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with all the provisions of Section 6(c) hereof and shall use its commercially reasonable
efforts to effect such registration to permit the sale of the Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof, and pursuant
thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file
with the Commission a Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution thereof.




     (c) General Provisions. In connection with any Registration Statement and any
Prospectus required by this Agreement to permit the resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the
Guarantors shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements (including, if
required by the Securities Act or any regulation thereunder, financial statements of the
Guarantors) for the period specified in Section 3 or 4 hereof (subject to the Company’s
right to suspend the effectiveness thereof as provided in Section 4(a)), as applicable; upon
the occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially reasonable
efforts to cause such amendment to be declared effective and such Registration Statement and
the related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof (subject to
the Company’s right to suspend the effectiveness thereof as provided in Section 4(a)), as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been exchanged or sold; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) in the case of any Shelf Registration Statement only, advise the underwriter(s),
if any, and selling Holders promptly and, if requested by such Persons, to



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confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any Registration Statement or
any post-effective amendment thereto, when the same has become effective, (B) of any request
by the Commission for amendments to the Registration Statement or amendments or supplements
to the Prospectus or for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement
under the Securities Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D)
of the existence of any fact or the happening of any event that makes any statement of a
material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the Company and the
Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;




     (iv) in the case of any Shelf Registration Statement only, furnish without charge to
Banc of America Securities LLC and Scotia Capital (USA) Inc., each selling Holder named in
any Registration Statement, and each of the underwriter(s), if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at least three Business
Days, and the Company will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within three Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission within such
period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to
be reasonable if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission;




     (v) [Reserved]




     (vi) in the case of a Shelf Registration Statement only (and then only in an
Underwritten Offering), if requested by any selling Holders or the underwriter(s), if any,
promptly incorporate in any Shelf Registration Statement or Prospectus, pursuant to a



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supplement or post-effective amendment if necessary, such information as such selling
Holders and underwriter(s), if any, may reasonably request to have included therein,
including, without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other terms of the offering of the Transfer Restricted Securities to be
sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the matters
to be incorporated in such Prospectus supplement or post-effective amendment;




     (vii) in the case of a Shelf Registration Statement only, furnish to Banc of America
Securities LLC and Scotia Capital (USA) Inc., each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial
statements and schedules, all documents incorporated by reference therein and all exhibits
(including exhibits incorporated therein by reference), but only to the extent that such
documents are not freely available on the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system;




     (viii) in the case of a Shelf Registration Statement only, deliver to each selling
Holder and each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request, but only if such Prospectus or preliminary
prospectus is not freely available on the Commission’s EDGAR system; each of the Company and
the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement
thereto by each of the selling Holders and each of the underwriter(s), if any, in connection
with the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;




     (ix) in the case of any Shelf Registration Statement used in connection with an
Underwritten Registration, the Company, if requested by the Holders of a majority in
aggregate principal amount of Securities covered thereby, shall cooperate with the
underwriters in a manner customary for underwritten offerings generally and shall cause
(i) its counsel to deliver an opinion in a form customary in connection with the preparation
of a Shelf Registration Statement addressed to such Holders and the managing underwriters
and reasonably acceptable to such Holders and the managing underwriters, if any, thereof and
dated, in the case of the initial opinion, the effective date of such Shelf Registration
Statement; (ii) its officers to execute and deliver all customary documents and certificates
and updates thereof reasonably requested by any underwriters of the applicable Securities;
and (iii) its independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the Shelf
Registration Statement to provide to the selling Holders of the applicable Securities and
any underwriter therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten



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offerings, subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72.




     (x) in the case of a Shelf Registration Statement only, prior to any public offering of
Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if
any, and their respective counsel in connection with the registration and qualification of
the Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and
all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that none of the Company or the Guarantors shall be required
to register or qualify as a foreign corporation or to take any action that would subject it
to service of process in suits or to taxation, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it is not then so subject;




     (xi) in the case of a Shelf Registration Statement only, shall issue, upon the request
of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement,
Exchange Securities having an aggregate principal amount equal to the aggregate principal
amount of Transfer Restricted Securities surrendered to the Company by such Holder in
exchange therefor or being sold by such Holder; such Exchange Securities to be registered in
the name of such Holder or in the name of the purchaser(s) of such Securities, as the case
may be; in return, the Transfer Restricted Securities held by such Holder shall be
surrendered to the Company for cancellation;




     (xii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xiii) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Shelf Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;




     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein not
misleading (it being agreed that the Initial Purchasers, the Holders of Transfer



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Restricted
Securities and any Broker-Dealer or underwriter participating in the distribution of
Transfer Restricted Securities shall suspend the use of any such Prospectus until such time
as the requisite changes to the Prospectus have been made);




     (xv) provide a CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under the Indenture
with certificates for such Securities which are in a form eligible for deposit with the
Depository Trust Company and take all other action necessary to ensure that all such
Securities are eligible for deposit with the Depository Trust Company;




     (xvi) in the case of a Shelf Registration Statement only, cooperate and assist in any
filings required to be made with FINRA and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent underwriter”) that is
required to be retained in accordance with the rules and regulations of FINRA;




     (xvii) in the case of a Shelf Registration Statement only, otherwise use its
commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 under the Securities
Act (which need not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such
an offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Shelf Registration Statement;




     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later
than the effective date of the first Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its best
efforts to cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner; and




     (xix) [Reserved]




     (xx) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, to
the extent that such documents are not freely available on the Commission’s EDGAR system.



     Each Holder (and any underwriter or Broker-Dealer that may participate in the distribution of
Transfer Restricted Securities pursuant to a Shelf Registration Statement) agrees by acquisition of
a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence
of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will



-12-









 




forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the
“Advice”) by the Company that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of the Shelf Registration Statement set forth in Section 4 hereof,
shall be extended by the number of days during the period from and including the date of the giving
of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling
Holder covered by the Shelf Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice.





     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer



-13-









 




Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable,
for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon
& Reindel LLP or such other counsel as may be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.




          SECTION 8. Indemnification.




     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii)
the respective officers, directors, partners, employees, representatives and agents of any Holder
or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
(or any amendment or supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by
an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein. This indemnity agreement shall be in
addition to any liability which the Company or any of the Guarantors may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except
to the extent that it or they have been materially prejudiced thereby. Such Indemnified Holder
shall have the right to employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Company and the Guarantors; provided, however, that the
Company and the Guarantors shall have the right to assume the defense of any action or proceeding
unless the Indemnified Holders shall have reasonably concluded that a conflict may arise between
the positions of the Company and the Guarantors, on the one hand, and the Indemnified Holders, on
the other hand. The Company and the Guarantors shall not, in connection with any one such action
or proceeding or separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general



-14-









 




allegations or circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified
Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be
liable for any settlement of any such action or proceeding effected with the Company’s and the
Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of
the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from
and against any loss, claim, damage, liability or expense by reason of any settlement of any action
effected with the written consent of the Company and the Guarantors. The Company and the
Guarantors shall not, without the prior written consent of each Indemnified Holder subject to such
action or proceeding, settle or compromise or consent to the entry of judgment in or otherwise seek
to terminate any pending or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder, unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified Holder from all
liability arising out of such action, claim, litigation or proceeding.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Company and the
Guarantors, and the Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total net proceeds to the Company and
the Guarantors from the Initial Placement), or if such allocation is not permitted by applicable
law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be




-15-









 




determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on
the other hand, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof,
any legal or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.




     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received
by such Holder with respect to the Initial Securities exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant
to this Section 8(c) are several in proportion to the respective principal amount of Initial
Securities held by each of the Holders hereunder and not joint.



     (d) In the event that the Company and the Guarantors enter into an underwriting agreement with
respect to the distribution of Securities pursuant to a Shelf Registration Statement, then the
indemnification provisions of this Section 8 with respect to such Securities shall be superseded by
the indemnification provisions of such underwriting agreement and shall have no further force or
effect with respect to such Securities after the date of such underwriting agreement.



          SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to
any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities
Act; provided, however, that the Company and the Guarantors shall not be required to provide any
such information to the extent that such information is freely available on the Commission’s EDGAR
system.







-16-









 








          SECTION 10. Participation in Underwritten Registrations. No Holder may participate in
any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.




          SECTION 11. Underwritten Shelf Offerings; Selection of Underwriters. The Holders of
Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that will administer such offering
will be selected by the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering; provided, however, that such investment banker(s)
and managing underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the
foregoing, the Holders shall not be entitled to sell their Securities in an underwritten offering
if the aggregate principal amount to be sold in such offering is less than $75,000,000.




          SECTION 12. Miscellaneous.




     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or
after the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Company will not take any action, or
permit any change to occur, with respect to the Securities that would materially and adversely
affect the ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i),
obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii)
in the case of all other provisions hereof, obtained the written consent of Holders of a majority
of the outstanding principal amount of Transfer Restricted Securities



-17-









 




(excluding any Transfer Restricted Securities held by the Company or its Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities being tendered or
registered; provided, however, 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 with respect to which such amendment, qualification, supplement, waiver,
consent or departure is to be effective.




     (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:


Cascades Inc.

404 Marie-Victorin Blvd.

Kingsey Falls, QC J0A 1B0

Facsimile: (819) 363-5127

Attention: Robert F. Hall



with a copy to:



Jones Day

222 East 41st Street

New York, New York 10017

Facsimile: (212) 755-7306

Attention: J. Eric Maki, Esq.





     (iii) All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an
air courier guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without limitation, and



-18-









 




without the need for an express assignment, subsequent Holders of Transfer Restricted
Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



-19-









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	CASCADES INC.

 	 
	 	By:  	                       /s/ Robert F. Hall
 	 
	 	 	Name:  	Robert F. Hall 	 
	 	 	Title:  	Vice President, Legal Affairs and
Corporate Secretary 	 
	 
	 	Guarantors:



CASCADES PAPERBOARD INTERNATIONAL INC.

CASCADES CANADA INC.

CASCADES FINE PAPERS GROUP INC.

CASCADES TRANSPORT INC.

CONFERENCE CUP LTD.

DOPACO, INC.

DOPACO CANADA, INC.

GARVEN INCORPORATED

KINGSEY FALLS INVESTMENTS INC.

RABOTAGE LEMAY INC.

SCIERIE LEMAY INC.

6265642 CANADA INC.

7251637 CANADA INC.

CASCADES TENDERCO INC.

CASCADES AUBURN FIBER INC.

CASCADES DELAWARE LLC

CASCADES SPG SALES INC.

CASCADES FINE PAPERS GROUP (USA) INC.

CASCADES MOULDED PULP, INC.

CASCADES PLASTICS INC.

CASCADES TISSUE GROUP — ARIZONA INC.

CASCADES TISSUE GROUP — IFC DISPOSABLES INC.

CASCADES TISSUE GROUP — IFC DISPOSABLES INC.

CASCADES TISSUE GROUP — NEW YORK INC.

CASCADES TISSUE GROUP — NORTH CAROLINA INC.

CASCADES TISSUE GROUP — OREGON INC.

CASCADES TISSUE GROUP — PENNSYLVANIA INC.

 	 
	 	 	 
	 	 	 
	 	 	 



-20-









 






	 	 	 	 	 



	 	 	 	 	 
	 	CASCADES TISSUE GROUP — SALES INC.

CASCADES TISSUE GROUP — TENNESSEE INC.

CASCADES TISSUE GROUP — WISCONSIN INC.

CASCADES TISSUE GROUP — MARYLAND LLC

CASCADES USA INC.

W.H. SMITH PAPER CORPORATION

CASCADES ENERGY INITIATIVE INC.

CASCADES BOXBOARD U.S., INC.

CASCADES BOXBOARD GROUP — CONNECTICUT LLC

CASCADES ENVIROPAC HPM LLC

DOPACO LIMITED PARTNERSHIP

DOPACO PACIFIC LLC

NORAMPAC DELAWARE LLC

NORAMPAC THOMPSON INC.

NORAMPAC FINANCE US INC.

NORAMPAC HOLDING US INC.

NORAMPAC LEOMINSTER INC.

NORMAPAC NEW YORK CITY INC.

NORAMPAC SCHENECTADY INC.

NORAMPAC INDUSTRIES INC.

NORAMPAC EXPORT SALES CORP.

     as Guarantors,
 	 


	 	 	 	 	 
	 	By:  	/s/ Robert F. Hall
 	 
	 	 	Name:  	Robert F. Hall 	 
	 	 	Title:  	Authorized Officer 	 



-21-









 






	 	 	 	 	 




     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



Banc of America Securities LLC

Scotia Capital (USA) Inc.



Each acting as the Representatives of

the several Initial Purchasers




By: Banc of America Securities LLC




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ William Pegler	 	 
	 	 	William Pegler 
Director 	 
	 	 	 	 
	 




By: Scotia Capital (USA) Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Paul McKeown
 	 	 
	 	 	Paul McKeown 

Director	 
	 	 	 	 
	 




-22-