Exhibit
10.4


 


EXECUTION
COPY


 


 


SECOND AMENDMENT

TO THE CREDIT AGREEMENT


dated as of March 27, 2008


 


Among


 


CASCADES INC.

CASCADES USA INC.

CASCADES EUROPE SAS

CASCADES ARNSBERG GMBH

(as Borrowers)


 


- and —


 


 


NATIONAL BANK OF CANADA

THE BANK OF NOVA SCOTIA

(as Co-Administrative
Agents)


 


- and —


 


THE LENDERS

FROM TIME TO TIME PARTY HERETO


 


 


MCCARTHY TÉTRAULT LLP


 

















 


SECOND AMENDMENT  TO THE DECEMBER 29, 2006 CASCADES CREDIT
AGREEMENT made as of March 27, 2008.


 


	
  BETWEEN:

  	
   

  	
  CASCADES INC. (“Cascades”)

  
	
   

  	
   

  	
   

  
	
  AND :

  	
   

  	
  CASCADES USA
  INC.

  
	
   

  	
   

  	
   

  
	
  AND :

  	
   

  	
  CASCADES EUROPE SAS

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  CASCADES ARNSBERG GMBH (“Cascades Germany”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (each a “Borrower” and collectively, the
  “Borrowers”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  THE LENDERS PARTY TO THE CREDIT AGREEMENT
  REFERRED TO BELOW  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (each a “Lender” and collectively the
  “Lenders”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (as “Agent”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  NATIONAL BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (as “Co-Agent”)

  



 


RECITALS


 


A.                                   The
Borrowers, the Agent, the Co-Agent and the Lenders are party to a credit
agreement dated as of December 29, 2006, as amended as of June 27,
2007 (the “Credit Agreement”) providing for credit facilities in an aggregate
amount of $950,000,000 (the “Facilities”).


 


B.                                     Cascades
has advised the Agent and the Co-Agent that, in connection with transaction
entered into with Reno de Medici, the shares of Cascades Germany were
transferred to a newly formed Subsidiary of Cascades, Cascades
Italia s.r.l., (the “Cascades Germany Share Transfer”) and that as of March 1,
2008 Cascades Italia s.r.l. was subsequently merged with Reno de Medici,
an entity in which Cascades holds an indirect minority interest.


 


C.                                     Cascades
and Cascades Germany have advised the Agent and the Co-Agent that Cascades
Germany is no longer a Subsidiary of Cascades and, accordingly, must cease to
be a Borrower under the Credit Agreement.


 

















 


D.                                    The
parties wish to amend the Credit Agreement to provide that Cascades Germany has
ceased to be a Borrower under the Credit Agreement as of March 1, 2008
(the “Effective Date”).


 


E.                                      The
parties wish this Agreement to become effective on the Effective Date.


 


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


 


1.                                      Interpretation


 


1.1                                 Capitalized terms used herein and defined in the Credit Agreement
have the meanings ascribed to them in the Credit Agreement unless otherwise
defined herein.


 


1.2                                 This Agreement may be referred to as the Second Amendment to the December 29,
2006 Cascades Credit Agreement.


 


1.3                                 Any reference to the Credit Agreement in any Credit Document refers
to the Credit Agreement as amended hereby.


 


2.                                      Amendments to the Credit Agreement


 


2.1                                 On the Effective Date, Cascades Germany ceased to be entitled to
obtain Borrowings or otherwise use the Revolving Facility under the Credit
Agreement. Therefore:


 


a)                                      Tranche C has ceased to be available to
Cascades Germany and all applicable provisions of the Credit Agreement are
amended accordingly;


 


b)                                     The term Borrowers as used in the Credit
Agreement no longer includes or refers to Cascades Germany and all applicable
provisions of the Credit Agreement are amended accordingly;


 


c)                                      Tranche C,
in the amount of $95,000,000, will be available to Cascades Europe only in the
proportion as to each Lender of its Commitment under Tranche C; and


 


d)                                     To
the extent Cascades Germany had any Borrowings outstanding on the Effective
Date at the time of the Cascades Germany Share, Cascades Germany must make a
repayment in an amount sufficient to repay such Borrowings and all accrued
interest and fees.


 


3.                                      Conditions Precedent


 


Prior to or concurrently upon the execution of this
Agreement, each Borrower (including Cascades Germany) must have delivered to
the Agent a copy of the corporate resolutions 


 


2

















 


and other documents evidencing the authority of the
persons herein acting on behalf of such Borrower.


 


4.                                      Confirmation


 


Each of the Borrowers represents to the Agent and the
Lenders that (i) this Agreement will not result in any Default or Event of
Default and (ii) that Cascades Germany has not (and did not have on the Effective
Date) any Borrowing outstanding.


 


5.                                      Fees and Expenses


 


The Borrowers agree to pay on demand all reasonable
costs and expenses of the Agent in connection with the preparation,
execution, delivery and implementation and administration of this Agreement
including, without limitation, the reasonable fees and expenses of counsel for
the Agent.


 


6.                                      Counterparts


 


This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered will be deemed to be an original and all
of which taken together will constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier will be effective as delivery of a manually executed
counterpart of this Agreement.


 


7.                                      Governing Law


 


This Agreement is governed by, and construed
in accordance with, the laws of the Province of Quebec and of the laws of
Canada applicable therein.


 


8.                                      Effectiveness


 


This Agreement will be effective as of February 29,
2008 once the Agent has received an executed copy of this Agreement together
with the documentation referred to in Article 3.


 


3

















 


IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of
the date and year first above written.


 


 


	
   

  	
   

  	
  Cascades Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Alain Lemaire

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cascades USA Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Alain Lemaire

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cascades Europe SAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Alain Lemaire

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cascades Arnsberg GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Alain Lemaire

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of Nova Scotia, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Robert Boomhour

  
	
   

  	
   

  	
   

  	
        Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National Bank of Canada, as Co-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Dominic Albanese

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per:

  
	
   

  	
   

  	
   

  	
  (s)  Roch Ledoux

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the names and signatures of the Lenders are on the
  next page)

  



 

















 


	
   

  	
   

  	
  LENDERS’ SIGNATURES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National Bank of Canada

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Roch Ledoux

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Dominic Albanese

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National Bank of Canada, New York Branch

  (in respect of Tranche B)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Vincent Lima

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Kambiz Mahdavl

  
	
   

  	
   

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
  International Commercial Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of Nova Scotia

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) John Santillo

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) David Loewen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of Nova Scotia, Houston Branch (in respect of Tranche B)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) J.F. Todd

  
	
   

  	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Canadian Imperial Bank of Commerce

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Peter Rawlins

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) E.G. Ramsay

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CIBC Inc., as designated Lender pursuant to Section 20.5 with respect
  to Tranche B

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Dominic J. Sorresso

  
	
   

  	
   

  	
   

  	
  Executive Director

  



 

















 


	
   

  	
   

  	
  Caisse de dépôt et
  placement du Québec

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Jean-Pierre Jetté, Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Diane C. Favreau, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Caisse centrale Desjardins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Raymond Trempe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Francine Champoux

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Caisse centrale Desjardins US Branch, as designated Lender pursuant to Section 20.5 with respect
  to Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s) Michel Brouillet, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of Montreal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Bruno Jarry

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of Montreal, Chicago Branch

  (in respect of Tranche B)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Kristina H. Burden

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNP Paribas (Canada)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Frank L. Shaw, Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Edouard Sinor, Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNP Paribas, as designated Lender pursuant to Section 20.5 with respect
  to Tranche B and Tranche C

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Philippe Rouvier

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Benjamin Sileo, Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Frederic Fournier, Vice
  President

  



 

















 


	
   

  	
   

  	
  Comerica Bank, Canada Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Omer Ahmed, Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Comerica
  Bank

  
	
   

  	
   

  	
  (in respect of Tranche B and Tranche C)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  James Lentner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Toronto-Dominion Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Yves Bergeron

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Serge Cloutier

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Toronto
  Dominion (Texas) LLC, as designated Lender
  pursuant to Section 20.5 with respect to Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Debbi L. Brito

  
	
   

  	
   

  	
   

  	
  Authorized signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Royal
  Bank of Canada

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Rod Smith

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Royal
  Bank of Canada

  (in respect of Tranche B)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Dustin Craven

  



 

















 


	
   

  	
   

  	
  Deutsche
  Bank AG, Canada Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Robert A. Johnston

  
	
   

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Renate Engel

  
	
   

  	
   

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche
  Bank AG, New York Branch, with respect to
  Tranche B and Tranche C

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Erin Morrissey, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Evelyn Thierry, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMorgan
  Chase Bank, N.A., Toronto Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Drew McDonald

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMorgan
  Chase Bank, N.A., with respect to
  Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Peter S. Predun

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Société Générale (Canada Branch)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  D. Baldoni

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Vincent Gonzales

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Société
  Générale, New York Branch, with respect to
  Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Ambrish D. Thanawala

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 

















 


	
   

  	
   

  	
  Bank of
  America, N. A., Canada Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Nelson Lam, Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of
  America, N. A., with respect to Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Michael Balok

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citibank,
  N.A., Canadian branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Isabelle Côté

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citicorp
  North America, Inc., as designated
  Lender pursuant to Section 20.5 with respect to Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Rob T. Jokhai, Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rabobank Nederland, Canadian Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Rommel J. Domingo

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Anthony H. Liang

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cooperatieve Centrale
  Raiffeissen-Boerenleenbank B. A. “Rabobank Nederland” New York Branch, as designated Lender pursuant to Section 20.5
  with respect to Tranche B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Brett Delfino

  
	
   

  	
   

  	
   

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Henrique Costa, Managing Director

  
	
   

  	
   

  	
   

  	
  Credit Risk Management

  



 

















 


	
   

  	
   

  	
  Wachovia
  Capital Finance Corporation (Canada)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Raymond Eghobamien

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wachovia
  Bank, National Association, as designated
  Lender pursuant to Section 20.5 with respect to Tranche B and Tranche C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  per :

  	
  (s)  Robert G. McGill Jr., Director

  



 


 


We, the undersigned, as Designated Subsidiaries and guarantors
under the Credit Agreement, hereby agree with the terms of this Second Amending
Agreement.


 


CASCADES BOXBOARD U.S., INC.

CASCADES CANADA INC. 

CASCADES
PAPERBOARD INTERNATIONAL INC.

6265642 CANADA INC.

SCIERIE LEMAY INC.

RABOTAGE LEMAY INC.

DOPACO,
INC.

DOPACO PACIFIC LLC

DOPACO LIMITED PARTNERSHIP

DOPACO CANADA, INC.

GARVEN
INCORPORATED

CONFERENCE CUP LTD.

CASCADES BOXBOARD GROUP — CONNECTICUT LLC

CASCADES AUBURN FIBER INC.

CASCADES MOULDED PULP, INC.

CASCADES PLASTICS INC.

CASCADES DIAMOND, INC.

CASCADES FINE PAPERS GROUP INC.

CASCADES FINE PAPERS GROUP THUNDER BAY INC.

CASCADES FINE PAPERS GROUP (SALES) INC.

CASCADES FINE PAPERS GROUP (USA) INC.

W.H. SMITH PAPER CORPORATION 

CASCADES TISSUE GROUP — ARIZONA 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.

CASCADES TISSUE GROUP — WISCONSIN INC.

CASCADES TISSUE GROUP — TENNESSEE INC.

CASCADES TISSUE GROUP — SALES INC.

CASCADES TISSUE GROUP — PICKERING INC.

CASCADES TISSUE GROUP — MARYLAND LLC

NORAMPAC HOLDING US INC.

NORAMPAC NEW YORK CITY INC.

NORAMPAC LEOMINSTER INC.

NORAMPAC FINANCE US INC.

NORAMPAC INDUSTRIES INC.

NORAMPAC DELAWARE LLC

NORAMPAC NOVA SCOTIA COMPANY

NORAMPAC THOMPSON INC.

NORAMPAC SCHENECTADY INC.

CASCADES TRANSPORT INC.

KINGSEY FALLS INVESTMENTS INC.

CASCADES ENERGY INITIATIVE INC.

CASCADES DELAWARE LLC

CASCADES NOVA SCOTIA COMPANY

3815285 CANADA INC.

3815315 CANADA INC.

NORAMPAC INC.

CASCADES
ENVIROPAC HPM LLC


6806813 CANADA INC.


6806805 CANADA INC.


6806783 CANADA INC.


 


each of the foregoing entities being represented by


 


 


	
  Name
  :

  	
  Robert
  F. Hall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  duly
  authorized as he/they so declare:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (s) Robert
  F. Hall