Exhibit 1.1  CASCADES INC.  US$450,000,000  71⁄4% Senior Notes Due 2013  Purchase Agreement  New York, New York January 31, 2003  Salomon Smith Barney Inc. Scotia
Capital (USA) Inc. As Representatives of the
Initial Purchasers  c/o Salomon Smith Barney
Inc. 388 Greenwich Street New York, New York 10013  Ladies and Gentlemen:  Cascades Inc., a corporation organized under the laws
of the Province of Québec (the Company), proposes to issue and sell to the
several parties named in Schedule I hereto (the Initial Purchasers), for
whom you (the Representatives) are acting as representatives, US$450,000,000
principal amount of its 71⁄4% Senior Notes Due 2013 (the Notes, and together
with the Guarantees (as defined below), the Securities).  The Securities are to be issued under an
indenture (the Indenture), to be dated as of the Closing Date (as defined
below), among the Company, the Guarantors (as defined below) and The Bank of
New York, as trustee (the Trustee). 
The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.  However, the Securities will have the benefit
of a registration rights agreement (the Registration Rights Agreement), to be
dated as of the Closing Date (as defined below), among the Company, the
Guarantors and the Initial Purchasers, pursuant to which the Company and the
Guarantors will agree to register a new series of notes (the Exchange Notes)
and related guarantees (the Exchange Guarantees and, together with the
Exchange Notes, the Exchange Securities) under the Act, subject to the terms
and conditions specified therein. 
Pursuant to the Registration Rights Agreement, the Exchange Securities
will be offered in exchange for the Securities.  The Notes will be unconditionally guaranteed (the Guarantees)
by each of the Companys Subsidiaries that are set forth on the signature page
hereto (the Guarantors).  To the extent
there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers,
and the terms Representatives and Initial Purchasers shall mean either the
singular or plural as the context requires. 
The use of the neuter in this Agreement shall include the feminine and
masculine wherever appropriate.  Certain
terms used herein are defined in Section 22 hereof.


In connection with the offering of the Securities, the
Company, the Guarantors and certain of its other Subsidiaries will enter into a
new senior secured revolving credit facility in the amount of up to
CDN$500,000,000 with CIBC World Markets Inc., as administrative agent, and the
other lenders thereto (the Senior Credit Facility).  In connection with the sale of the Securities, the
Company has prepared a preliminary offering memorandum, dated January 22,
2003 (as amended or supplemented at the Execution Time, including any and all
exhibits thereto, the Preliminary Memorandum), and a final offering
memorandum, dated January 31, 2003 (as amended or supplemented at the
Execution Time, including any and all exhibits thereto, the Final Memorandum).  Each of the Preliminary Memorandum and the
Final Memorandum sets forth certain information concerning the Company and the
Securities.  The Company hereby confirms
that it has authorized the use of the Preliminary Memorandum and the Final
Memorandum, and any amendment or supplement thereto, in connection with the
offer and sale of the Securities by the Initial Purchasers.  1.  Representations
and Warranties of the Company and the Guarantors.  The Company and each of the Guarantors,
jointly and severally, represent and warrant to each Initial Purchaser as set
forth below in this Section 1.  (a) The
Preliminary Memorandum (other than pricing terms and other financial and other
items intentionally left blank), at the date thereof, did not contain any
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. 
At the Execution Time, the Final Memorandum did not, and on the Closing
Date will not (and any amendment or supplement thereto, at the date thereof, on
the Closing Date will not), contain any 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,
however, that neither the Company nor any of the Guarantors makes any
representation or warranty as to the information contained in or omitted from
the Preliminary Memorandum or the Final Memorandum, or any amendment or
supplement thereto, in reliance upon and in conformity with information furnished
to the Company in writing by or on behalf of the Initial Purchasers through the
Representatives specifically for inclusion therein.  The Company and the Guarantors hereby
acknowledge that the statements set forth in the Preliminary Memorandum and the
Final Memorandum on the front cover page in the last paragraph, and under the
heading Plan of Distribution the sixth and seventh sentences of the ninth
paragraph, the entire tenth paragraph, and the fifth and eighth sentences of
the eleventh paragraph constitute the only information furnished to the Company
in writing by or on behalf of the Initial Purchasers for inclusion in the
Preliminary Memorandum or the Final Memorandum (or in any amendment or
supplement thereto).  (b) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) has engaged in any form of
general solicitation or general advertising (within the meaning of Regulation
D) in connection with any offer or sale of the Securities in the United States
or in any manner involving a public offering within the meaning of Section 4(2)
of the Act.  2


(c) The Securities
satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.  (d) The Company is
a foreign issuer (as defined in Regulation S).  (e) None of the
Company, the Guarantors or any of its or their Affiliates, nor any Person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) has, directly or
indirectly, made offers or sales of any security, or solicited offers to buy
any security, under circumstances that would require the registration of the
Securities under the Act or has engaged in any directed selling efforts
with respect to the Securities.  Terms
used in this paragraph have the meanings given to them by Regulation S.  (f) The Company
reasonably believes that there is no substantial U.S. market interest (as
defined in Regulation S) in the Securities.  (g) It is not
necessary in connection with the offer, sale or delivery of the Securities to
the Initial Purchasers in the manner contemplated by the Final Memorandum and
this Agreement to qualify the Indenture under the Trust Indenture Act.  (h) None of the
Company or the Guarantors is, and after giving effect to the offering and sale
of the Securities and the application of the proceeds thereof as described in
the Final Memorandum will be, an investment company within the meaning of the
Investment Company Act, without taking account of any exemption arising out of
the number of holders of the Companys securities.  (i) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf has paid or agreed to pay to any person any
compensation for soliciting another to purchase any securities of the Company
(except as contemplated by this Agreement and as set forth in or contemplated
in the Final Memorandum (exclusive of any amendment or supplement thereto)).  (j) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) has, directly or indirectly,
taken any action designed to cause or which has constituted or which might
reasonably be expected to cause or result, under the Exchange Act or otherwise,
in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.  (k) Each of the
Company, its Subsidiaries listed on Schedule II hereto (the Significant
Subsidiaries), the Guarantors (the Significant Subsidiaries and the
Guarantors, without duplication, being collectively referred to as the Material
Subsidiaries) and the entities listed on Schedule III hereto (the Joint
Ventures) has been duly incorporated and is validly existing as a corporation
or partnership in good standing under the laws of the jurisdiction in which it
is incorporated or organized with full corporate or other power and authority
to own or lease, as the case may be, and to operate its properties and conduct
its business as described in the Final Memorandum,  3


and is duly qualified to do business as a foreign
corporation or partnership and is in good standing under the laws of each
jurisdiction that requires such qualification, except where the failure to be
so qualified or in good standing would not individually or in the aggregate
have a Material Adverse Effect.  (l) All the
outstanding shares of capital stock of each of the Company, its Material
Subsidiaries and the Joint Ventures have been duly and validly authorized and
issued and are fully paid and nonassessable where such concepts exist, and,
except as otherwise set forth in the Final Memorandum, all outstanding shares
of capital stock of the Subsidiaries are owned by the Company either directly
or through wholly-owned Subsidiaries free and clear of any perfected security
interest or any other security interests, claims, liens or encumbrances, except
for any liens securing indebtedness to be refinanced with the proceeds of the sale
of the Securities pursuant hereto and the Senior Credit Facility (as defined
below).  (m) The
Significant Subsidiaries are the only significant subsidiaries of the Company,
as defined by Rule l-02(w) of Regulation S-X under the Act.  (n) The Companys
authorized equity capitalization is as set forth in the Final Memorandum.  (o) The Securities
conform in all material respects to the description thereof contained in the
Final Memorandum under the heading Description of the Notes.  (p) This Agreement
has been duly authorized, executed and delivered by the Company and each of the
Guarantors.  (q) The Indenture
has been duly authorized and, assuming due authorization, execution and
delivery thereof by the Trustee, when executed and delivered by the Company and
each of the Guarantors, will constitute a valid, binding and enforceable
instrument of the Company and each of the Guarantors (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors rights generally from time to time in effect
and to general principles of equity).  (r) The Securities
and the Exchange Securities have been duly authorized, and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and (in the case of the Securities) paid for by the Initial Purchasers or
(in the case of the Exchange Securities) delivered to the holders of the
Securities in exchange therefor as contemplated by the Registration Rights
Agreement, will be duly executed and delivered by the Company and each of the
Guarantors and will constitute valid, binding and enforceable obligations of
the Company and each of the Guarantors entitled to the benefits of the
Indenture (subject, as to enforcement, to applicable bankruptcy, insolvency,
moratorium or other laws affecting creditors rights generally from time to
time in effect and to general principles of equity).  4


(s) The
Registration Rights Agreement has been duly authorized and, when executed and
delivered by the Company and each of the Guarantors, will constitute a valid,
binding and enforceable instrument of the Company and each of the Guarantors
(subject, as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors rights generally from
time to time in effect and to general principles of equity).  (t) Each of the
Company and the Guarantors has all requisite corporate power and authority, and
has taken all requisite corporate action necessary to enter into and perform
this Agreement, the Indenture, the Securities, the Exchange Securities and the
Registration Rights Agreement.  No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions
contemplated herein or in the Indenture or the Registration Rights Agreement,
except, to the extent required, (i) such as will be obtained under the Act and
the Trust Indenture Act and Canadian or provincial securities laws, (ii) such
as may be required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the Initial Purchasers
and the distribution of the Exchange Securities in the manner contemplated
herein and in the Final Memorandum and the Registration Rights Agreement, and
(iii) notices that may have to be filed with appropriate Canadian provincial
securities commissions along with the Final Memorandum, accompanied by payment
of the requisite fees.  (u) Each of the
Company and the Subsidiaries party to the Senior Credit Facility (collectively,
the Credit Parties) have all requisite corporate power and authority to enter
into (A) the Senior Credit Facility and (B) any and all other agreements and
instruments ancillary to or entered into in connection with the transactions
contemplated by the Senior Credit Facility (collectively with the Senior Credit
Facility, the Credit Documents).  (v) Each of the
Credit Documents has been duly and validly authorized, and, as of the Closing
Date, will be duly executed and delivered by each of the Credit Parties and
(assuming due authorization, execution and delivery by the other parties
thereto) will constitute a valid, binding and enforceable obligation of such
Credit Party (subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors
rights generally from time to time in effect and to general principles of
equity). 
All representations and warranties made by each of the Credit Parties in
the Senior Credit Facility are true and correct.  (w) Neither the
execution and delivery of this Agreement, the Indenture, the Registration
Rights Agreement or the Senior Credit Facility, nor the issue and sale of the
Securities or the Exchange Securities, nor the consummation of any other of the
transactions contemplated herein or therein or in the Final Memorandum, nor the
fulfillment of the terms hereof or thereof will conflict with, result in a
breach or violation or imposition of any lien, charge or encumbrance upon any
property or asset of the Company, any of its Material Subsidiaries or any of
the Joint Ventures pursuant to (i) the articles of association, certificate of
incorporation, by-laws or other organizational documents of the Company, any of
its Material Subsidiaries or any of the Joint Ventures;  5


(ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company, any of its
Material Subsidiaries or any of the Joint Ventures is a party or bound or to
which its or their property is subject; or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company, any of its
Material Subsidiaries or any of the Joint Ventures of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company, any of its Material Subsidiaries or any
of the Joint Ventures or any of its or their properties, except in the cases of
clauses (ii) and (iii) such as would not have a Material Adverse Effect, and
except to the extent that notices may have to be filed with appropriate
Canadian provincial securities commissions along with the Final Memorandum,
accompanied by payment of the requisite fees.  (x) The
consolidated historical financial statements and schedules of the Company and
its consolidated Subsidiaries included in the Final Memorandum present fairly
in all material respects the financial condition, results of operations and
cash flows of the Company and its consolidated Subsidiaries as of the dates and
for the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with generally
accepted accounting principles in Canada (Canadian GAAP) applied on a
consistent basis throughout the periods involved with a note to such financial
statements reconciling them to generally accepted accounting principles in the
United States (US GAAP).  The
historical financial information set forth under the captions Summary and Selected
Historical Financial Information included in the Final Memorandum fairly
present, on the basis stated in the Final Memorandum, the information included
therein.  The financial data in the line
items entitled Pro forma interest expense and Pro forma total debt and the
related footnote thereto, set forth under the caption Summary  Summary
Historical and Pro Forma Financial Information included in the Final
Memorandum include assumptions that provide a reasonable basis for presenting
the significant effects directly attributable to the transactions and events
described therein, the related pro forma adjustments give appropriate effect to
those assumptions, and the pro forma adjustments reflect the proper application
of those adjustments to the historical financial statement amounts of the Company.  (y) Except as
described in the Final Memorandum, no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving
the Company, any of its Material Subsidiaries or any of the Joint Ventures or its
or their directors, officers or property is pending or, to the best knowledge
of the Company, threatened that (i) would have a material adverse effect on the
performance of this Agreement, the Indenture or the Registration Rights
Agreement, or the consummation of any of the transactions contemplated hereby
or thereby, or (ii) would have a Material Adverse Effect.  (z) Each of the
Company, its Material Subsidiaries and, to the Companys knowledge, the Joint
Ventures has good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them, in each case,
free and clear of all liens, encumbrances and defects except such as are
described in  6


the Final Memorandum, such that do not materially
affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and its Material
Subsidiaries, and such that secure the indebtedness to be refinanced with the
proceeds of the sale of the Securities pursuant hereto and the Senior Credit
Facility.  All assets held under lease by
the Company and its Subsidiaries are held by them under valid and enforceable
leases, with such exceptions as are not material and do not interfere with the
use made and proposed to be made of such assets by the Company and its Material
Subsidiaries.  (aa)Set
forth in Schedule IV hereto is a list of all contracts, indentures,
mortgages, deeds or trusts, loan or credit agreements, notes, leases or other
agreements or instruments to which the Company, any of its Subsidiaries or any
of the Joint Ventures is a party or bound or to which its property is subject,
that are material to the Company and its Subsidiaries, taken as a whole.  (bb)Neither
the Company nor any of its Material Subsidiaries nor, to the Companys
knowledge, any of the Joint Ventures is in violation or default of (i) any
provision of its articles of association, certificate of incorporation, by-laws
or other organizational documents; (ii) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which the Company,
any of its Material Subsidiaries, or any of the Joint Ventures is a party or
bound or to which its or their property is subject; or (iii) any statute, law,
rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company, any of its Material Subsidiaries, or any of the
Joint Ventures or any of its or their properties, as applicable, except, in the
cases of clauses (ii) and (iii), such as would not have a Material Adverse Effect.  (cc)PricewaterhouseCoopers
LLP, who have certified certain consolidated financial statements of the
Company and delivered their report with respect to such audited consolidated
financial statements included in the Final Memorandum, are independent public
accountants with respect to the Company within the meaning of the Act and the
applicable published rules and regulations thereunder.  (dd)There
are no stamp or other issuance or transfer taxes or duties or other similar
fees or charges required to be paid in connection with the execution, delivery
and performance of this Agreement or the Indenture by the Company or the
Guarantors or the issuance or sale of the Securities or the Exchange Securities
by the Company or the Guarantors.  (ee)All
interest, principal, premium (if any) and other payments due or made on the
Securities or the Exchange Securities may be paid by the Company to each holder
thereof in U.S. dollars that may be freely transferred out of Canada, and,
except for payments made to a holder with which the Company does not deal at
arms length (within the meaning of the Income Tax Act
(Canada)) at the time the payment is made, all such payments made to holders
who are non-residents of Canada will not be subject to income, withholding or other
taxes under laws and regulations of Canada or any political  7


subdivision or taxing authority thereof or therein and
will otherwise be free and clear of any other tax, duty, withholding or
deduction in Canada or any political subdivision or taxing authority thereof or
therein and without the necessity of obtaining any governmental authorization
in Canada or any political subdivision or taxing authority thereof or therein.  (ff)The
Company has filed all foreign, federal, provincial, state and local tax returns
that are required to be filed or has requested extensions thereof, except in
any case in which the failure so to file would not have a Material Adverse
Effect, and has paid all taxes required to be paid by it and any other
assessment, fine or penalty levied against it, to the extent that any of the
foregoing is due and payable, except for any such assessment, fine or penalty
that is currently being contested in good faith or as would not have a Material
Adverse Effect.  (gg)Since
the date of the most recent financial statements included in the Final
Memorandum (exclusive of any amendment or supplement thereto), there has been
no material adverse change in the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its Subsidiaries, taken as
a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated by the Final Memorandum
(exclusive of any amendment or supplement thereto).  (hh)No labor
problem or dispute with the employees of the Company, any of its Material
Subsidiaries or any of the Joint Ventures exists, except as set forth in or
contemplated in the Final Memorandum (exclusive of any amendment or supplement
thereto), or, to the knowledge of the Company, is threatened or imminent; there
are no amounts owing or promised by the Company, any of its Material
Subsidiaries or, to the Companys knowledge, any of the Joint Ventures to any
present or former directors or employees of the Company, any of its Material
Subsidiaries or, to the Companys knowledge, any of the Joint Ventures, except
as set forth in or contemplated in the Final Memorandum (exclusive of any
amendment or supplement thereto); no individuals named in the Final Memorandum
under the caption Management have given or been given notice terminating
their contracts of employment, except such as would not have a Material Adverse
Effect;  (ii)Each
of the Company, its Material Subsidiaries and, to the Companys knowledge, the
Joint Ventures is insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary
in the businesses in which they are engaged; and neither the Company nor any of
its Material Subsidiaries nor, to the Companys knowledge, any of the Joint
Ventures has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a Material Adverse Effect.  (jj)Except
as described in or contemplated by the Final Memorandum, no Material Subsidiary
of the Company is currently prohibited, directly or indirectly, from  8


paying any dividends to the Company or any other
Subsidiary, from making any other distribution on such Subsidiarys capital
stock, from repaying to the Company or any other Subsidiary any loans or
advances to such Subsidiary from the Company or from transferring any of such
Subsidiarys property or assets to the Company or any other Subsidiary, except
that no representation is made regarding prohibitions imposed by laws and
regulations applicable to companies organized outside Canada, the United States
and the United Kingdom.  (kk)Each
of the Company, its Material Subsidiaries and, to the Companys knowledge, the
Joint Ventures possesses all licenses, certificates, permits and other
authorizations issued by the appropriate federal, provincial, state or foreign
regulatory authorities necessary to conduct their respective businesses, except
such as would not have a Material Adverse Effect; and neither the Company nor
any of its Subsidiaries nor, to the Companys knowledge, any of the Joint
Ventures has received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which, singly or
in the aggregate, would likely result in an unfavorable decision, ruling or
finding or would have a Material Adverse Effect.  (ll)Each
of the Company, its Material Subsidiaries and, to the Companys knowledge, the
Joint Ventures maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with managements general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with Canadian GAAP and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with managements general or
specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.  (mm)To the best
knowledge of the Company, each of the Company, its Material Subsidiaries and
the Joint Ventures (i) is in compliance with any and all applicable U.S.,
Canadian, foreign, federal, provincial, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants (Environmental
Laws); (ii) has received and is in compliance with all permits, licenses
or other approvals required of it under applicable Environmental Laws to
conduct its businesses; and (iii) has not received notice of any actual or
potential liability for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants,
except, in each ease, where such failure would not, individually or in the
aggregate, have a Material Adverse Effect; except as set forth in the Final
Memorandum, neither the Company nor any of the Material Subsidiaries nor, to
the Companys knowledge, any of the Joint Ventures has been named as a potentially
responsible party under the U.S. Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.  (nn)In the
ordinary course of its business, the Company periodically reviews the effect of
Environmental Laws on the business, operations and properties of the Company
and its Subsidiaries, in the course of which it identifies and evaluates  9


associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws, or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties); on the basis of such review, the
Company has reasonably concluded that such associated costs and liabilities
would not, singly or in the aggregate, have a Material Adverse Effect.  (oo)The
Company, its Material Subsidiaries and, to the Companys knowledge, the Joint
Ventures own, possess, license or have other rights to use, on reasonable
terms, all patents, patent applications, trade and service marks, trade and
service mark registrations, trade names, copyrights, licenses, inventions,
trade secrets, technology, know-how and other intellectual property
(collectively, the Intellectual Property) necessary for the conduct of the
Companys business as now conducted or as proposed in the Final Memorandum to
be conducted, except where the failure to own, possess, license or have other
rights to use such Intellectual Property would not have a Material Adverse
Effect.  There is no pending or, to the
Companys knowledge, threatened action, suit, proceeding or claim by others
challenging the validity or scope of any of the Intellectual Property, and the
Company is unaware of any facts that would form a reasonable basis for any such
claim. There is no pending or, to the Companys knowledge, threatened action,
suit, proceeding or claim by others that the Company or any of its Material
Subsidiaries infringes or otherwise violates any patent, trademark, copyright,
trade secret or other proprietary rights of others, and the Company is unaware
of any other fact that would form a reasonable basis for any such claim.  (pp)Each of
the Company, its Material Subsidiaries and, to the Companys knowledge, the
Joint Ventures has fulfilled its obligations, if any, under the minimum funding
standards of Section 302 of the United States Employee Retirement Income
Security Act of 1974, as amended (ERISA), and the regulations and published
interpretations thereunder with respect to each plan (as defined in Section 3(3)
of ERISA and such regulations and published interpretations) in which employees
of the Company, its Material Subsidiaries and the Joint Ventures are eligible
to participate, and each such plan is in compliance in all material respects
with the presently applicable provisions of ERISA and such regulations and
published interpretations, except for such failures as would not have a
Material Adverse Effect.  Neither the
Company, nor any of its Material Subsidiaries, nor, to the Companys knowledge,
any of the Joint Ventures has incurred any unpaid liability to the Pension
Benefit Guaranty Corporation (other than for the payment of premiums in the
ordinary course) or to any such plan under Title IV of ERISA or to any other
pension plan on an ongoing or termination basis, except for such failures as
would not have a Material Adverse Effect.  (qq)Immediately
after the consummation of the transactions contemplated hereby and by the Final
Memorandum, the fair value and present fair saleable value of the assets of
each of the Company and of the Guarantors will exceed the sum of its stated
liabilities and identified contingent liabilities.  Neither the Company nor any of the Guarantors
is, nor will the Company or any of the Guarantors be, after giving effect to
the execution, delivery and performance of this Agreement, the Indenture, the
Securities and the Registration Rights Agreement and the consummation of any
other of  10


the transactions contemplated herein or therein or in
the Final Memorandum, (A) left with unreasonably small capital with which to
carry on its business as it is proposed to be conducted, (B) unable to pay its
debts (contingent or otherwise) as they mature or (C) otherwise insolvent.  (rr)The
Company has no reason to believe that the statistical and market-related data
included in the Final Memorandum are based on or derived from sources that are
not reliable and accurate.  (ss)Each
of the relationships and transactions specified in Item 404 of Regulation S-K
that would have been required to be described in a prospectus if this offering
had been registered under the Act has been so described in the Final Memorandum
(exclusive of any amendment or supplement thereto).  (tt)Except
for the Guarantors, Cascades Boxboard Group Inc. and its Subsidiaries, the
Company has no Subsidiaries organized under the laws of Canada, any province
thereof, or any state of the United States.  Any certificate signed by any officer of the Company
or any Guarantor and delivered to the Representatives or counsel for the
Initial Purchasers in connection with the offering of the Securities shall be
deemed a representation and warranty by the Company or such Guarantor, as to
matters covered thereby, to each Initial Purchaser.  2.  Purchase and
Sale.  Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth, the Company and the Guarantors agree to sell to each Initial
Purchaser, and each Initial Purchaser agrees, severally and not jointly, to
purchase from the Company and the Guarantors, at a purchase price of 98.25% of
the principal amount thereof, plus accrued interest, if any, from February 5,
2003 to the Closing Date, the principal amount of Securities set forth opposite
such Initial Purchasers name in Schedule I hereto.  3.  Delivery and
Payment.  Delivery of
and payment for the Securities shall be made no later than 10:00 A.M., New York
City time, on February 5, 2003, or at such time on such later date as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section 9
hereof (such date and time of delivery and payment for the Securities being
herein called the Closing Date). 
Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Initial Purchasers against payment by the
several Initial Purchasers through the Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in
same-day funds to the account specified by the Company.  The Securities shall be delivered in such
names, forms and amounts as the Representatives shall specify at least two
Business Days in advance of the Closing Date, and delivery shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.  11


4.  Representations
and Warranties of the Initial Purchasers.  Each Initial Purchaser, severally and not
jointly, represents and warrants to and agrees with the Company and the
Guarantors that:  (a) It has not
offered or sold, and will not offer or sell, any Securities except (i) to those
it reasonably believes to be qualified institutional buyers (as defined in Rule
144A under the Act (Rule 144A)) and that, in connection with each such sale,
it has taken or will take reasonable steps to ensure that the purchaser of such
Securities is aware that such sale is being made in reliance on Rule 144A; or
(ii) in accordance with the restrictions set forth in Schedule V hereto.  (b) Neither it nor
any person acting on its behalf has made or will make offers or sales of the
Securities in the United States by means of any form of general solicitation or
general advertising (within the meaning of Regulation D) in the United States.  (c) It is either a
qualified institutional buyer (as defined in Rule 144A) or an accredited
investor (within the meaning of Regulation D).  (d) It will comply
with the Selling Restrictions for offers and sales outside the United States as
set forth in Schedule V hereto.  5.  Agreements.  The Company agrees with each Initial
Purchaser that:  (a) The Company
will furnish to each Initial Purchaser and to counsel for the Initial
Purchasers, without charge, during the period referred to in paragraph (c)
below, as many copies of the Final Memorandum and any amendments and
supplements thereto as they may reasonably request.  (b) The Company
will not amend or supplement the Final Memorandum unless, prior to a proposed
amendment or supplement, the Company shall have furnished the Representatives a
copy of such document for review and the Representatives shall not have
reasonably objected to such document.  (c) If at any time
prior to the completion of the sale of the Securities by the Initial Purchasers
(as determined by the Representatives), any event occurs as a result of which
the Final Memorandum, as then amended or supplemented, would include any 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, or if it should be necessary to amend or supplement
the Final Memorandum to comply with applicable law, the Company promptly
(i) will notify the Representatives of any such event or non-compliance;
(ii) subject to the requirements of paragraph (b) of this Section 5,
will prepare an amendment or supplement that will correct such statement or
omission or effect such compliance; and (iii) will supply any supplemented
or amended Final Memorandum to the several Initial Purchasers and counsel for
the Initial Purchasers without charge in such quantities as they may reasonably
request.  The Company will also promptly
inform the Representatives of any litigation or  12


administrative action with respect to the transactions
contemplated by this Agreement or the Final Memorandum.  (d) The Company
will arrange, if necessary, for the qualification of the Securities for sale by
the Initial Purchasers under the laws of such jurisdictions as the Initial
Purchasers may reasonably designate and will maintain such qualifications in
effect so long as required for the sale of the Securities by the Initial
Purchasers; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to service of process in suits in any
jurisdiction in which it is not now so subject. 
The Company will promptly advise the Representatives of the receipt by
the Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose.  (e) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) will, prior to completion of
the exchange offer to be made by the Company pursuant to the Registration
Rights Agreement, resell any Securities that have been acquired by any of them.  The Company will cause all Securities
accepted in such exchange offer to be canceled.  (f) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) will, directly or indirectly,
make offers or sales of any security, or solicit offers to buy any security,
under circumstances that would require the registration of the Securities under
the Act.  (g) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) will engage in any form of
general solicitation or general advertising (within the meaning of Regulation
D) in connection with any offer or sale of the Securities in the United States.  (h) So long as any
of the Securities are restricted securities within the meaning of Rule
144(a)(3) under the Act, the Company will, during any period in which it is not
subject to and in compliance with Section 13 or 15(d) of the Exchange Act
or it is not exempt from such reporting requirements pursuant to and in
compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder
of such restricted securities and to each prospective purchaser (as designated
by such holder) of such restricted securities, upon the request of such holder
or prospective purchaser, any information required to be provided by Rule
144A(d)(4) under the Act.  (i) None of the
Company, the Guarantors or any of its or their Affiliates, nor any person
acting on its or their behalf (other than the Initial Purchasers and their
Affiliates, as to whom no representation is made) will engage in any directed
selling efforts with respect to the Securities. 
Terms used in this paragraph have the meanings given to them by
Regulation S.  13


(j) The Company
will cooperate with the Representatives and use its reasonable best efforts to
permit the Securities and the Exchange Securities to be eligible for clearance
and settlement through The Depository Trust Company.  (k) None of the
Company, the Guarantors or any of its or their Affiliates will, for a period of
180 days following the Execution Time, without the prior written consent of
Salomon Smith Barney, offer, sell or contract to sell, or otherwise dispose of
(or enter into any transaction that is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
Company or any Affiliate of the Company or any person in privity with the
Company or any Affiliate of the Company), directly or indirectly, or announce
the offering of, any debt securities issued or guaranteed by the Company (other
than the Securities and the Exchange Securities), except that the foregoing
shall not apply to any offering of debt securities whose proceeds are used
substantially to purchase all the capital stock of Norampac Inc. not currently
owned by the Company.  (l) None of the
Company, the Guarantors or any of its or their Affiliates will take, directly
or indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result, under the Exchange Act or otherwise,
in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities or the Exchange Securities.  (m) The Company
will apply the net proceeds from the sale of the Securities as set forth under
the heading Use of Proceeds in the Final Memorandum.  (n) The Company
agrees to pay the costs and expenses relating to the transactions contemplated
hereunder, including, without limitation, the following:  (i) the preparation of the Indenture and
the Registration Rights Agreement, the issuance of the Securities and the
Exchange Securities and the fees of the Trustee; (ii) the preparation,
printing or reproduction of the Preliminary Memorandum and Final Memorandum and
each amendment or supplement to either of them; (iii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Preliminary Memorandum and
Final Memorandum, and all amendments or supplements to either of them, as may,
in each case, be reasonably requested for use in connection with the offering
and sale of the Securities; (iv) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities,
including any stamp or transfer taxes in connection with the original issuance
and sale of the Securities; (v) the printing (or reproduction) and
delivery of this Agreement, any blue sky memorandum and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Securities; (vi) any registration or qualification of the
Securities for offer and sale under the blue sky laws of the several states or
any jurisdiction outside the United States and Canada (including filing fees
and the reasonable fees and expenses of counsel for the Initial Purchasers
relating to such registration and qualification not to exceed US$10,000);
(vii) admitting the Securities for trading in the PORTAL Market; (viii) the
reasonable transportation and other expenses incurred by or on behalf of
Company representatives in connection with  14


presentations to prospective purchasers of the
Securities; (ix) the fees and expenses of the Companys accountants and
the fees and expenses of counsel (including local and special counsel) for the
Company; and (x) all other costs and expenses incident to the performance
by the Company of its obligations hereunder.  (o) The Company will,
for a period of twelve months following the Execution Time, furnish to the
Initial Purchasers all reports or other communications (financial or other)
generally made available to stockholders, and deliver to the Initial Purchasers
(i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any securities exchange
on which any class of securities of the Company is listed and (ii) such
additional information concerning the business and financial condition of the
Company as the Initial Purchasers may from time to time reasonably request
(such statements to be on a consolidated basis to the extent the accounts of
the Company and its subsidiaries are consolidated in reports furnished to stockholders).  (p) In connection
with sales in Canada, the Company agrees to make all filings reasonably
required to be made with securities regulatory authorities in Canada with
respect to the offering, sale and delivery of the Securities to the Initial
Purchasers or their Affiliates and the initial resale of the Securities by the
Initial Purchasers to purchasers in Canada, including, without limitation, any
required reports of the trades constituting such initial resales, and to pay
all filing or other fees applicable in connection therewith.  6.  Conditions to
the Obligations of the Initial Purchasers.  The obligations of the Initial Purchasers to
purchase the Securities shall be subject to the accuracy of the representations
and warranties on the part of the Company and the Guarantors contained herein
at the Execution Time and the Closing Datepursuant to Section 1
hereof, to the accuracy of the statements of the Company and the Guarantors
made in any certificates pursuant to the provisions hereof, to the performance
by the Company and the Guarantors of its or their obligations hereunder and to
the following additional conditions:  (a) The Company
shall have requested and caused Fraser Milner Casgrain LLP, Canadian counsel to
the Company and the Guarantors, to furnish to the Representatives its opinion,
dated the Closing Date and addressed to the Representatives, substantially in
the form of Exhibit A hereto.  (b) The Company
shall have requested and caused Jones Day, U.S. counsel to the Company and the
Guarantors, to furnish to the Representatives its opinion, dated the Closing
Date and addressed to the Representatives, substantially in the form of Exhibit
B hereto.  (c) The Company
shall have requested and caused Goulston & Storrs, P.C., special
Massachusetts counsel to the Company, to furnish to the Representatives its
opinion, dated the Closing Date and addressed to the Representatives,
substantially in the form of Exhibit C hereto.  15


(d) The Company
shall have requested and caused Torys LLP, U.S. counsel to the Company, to
furnish to the Representatives its opinion, dated the Closing Date and
addressed to the Representatives, substantially in the form of Exhibit D
hereto.  (e) The Company
shall have requested and caused Robert F. Hall, Vice President, Legal Affairs
and Corporate Secretary of the Company, to furnish to the Representatives his
opinion, dated the Closing Date and addressed to the Representatives,
substantially in the form of Exhibit E hereto.  (f) The Company
shall have requested and caused Manning, Fulton & Skinner, P.A., special
North Carolina counsel to the Company, to furnish to the Representatives its
opinion, dated the Closing Date and addressed to the Representatives,
substantially in the form of Exhibit F hereto.  (g) The Company
shall have requested and caused Jones Day, special French counsel to the
Company, to furnish to the Representatives its opinion, dated the Closing Date
and addressed to the Representatives, substantially in the form of Exhibit G
hereto.  (h) The Company
shall have requested and caused Jones Day, special German counsel to the
Company, to furnish to the Representatives its opinion, dated the Closing Date
and addressed to the Representatives, substantially in the form of Exhibit H
hereto.  (i) The Company
shall have requested and caused Jones Day, special U.K. counsel to the Company,
to furnish to the Representatives its opinion, dated the Closing Date and
addressed to the Representatives, substantially in the form of Exhibit I
hereto.  (j) The Company
shall have requested and caused Fasken Martineau DuMoulin s.r.l., counsel to
the Company in connection with the Senior Credit Facility, to furnish to the
Representatives a letter authorizing them to rely on their opinion delivered in
connection with the consummation of the transactions contemplated by the Senior
Credit Facility, substantially in the form of Exhibit J hereto.  (k) The
Representatives shall have received from Weil, Gotshal & Manges LLP, U.S.
counsel for the Initial Purchasers, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and
sale of the Securities, the Indenture, the Registration Rights Agreement, the
Final Memorandum (as amended or supplemented at the Closing Date) and other
related matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.  (l) The Representatives
shall have received from Davies Ward Phillips & Vineberg LLP, Canadian
counsel for the Initial Purchasers, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and
sale of the Securities, the Indenture, the Registration Rights Agreement, the
Final  16


Memorandum (as amended or supplemented at the Closing
Date) and other related matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.  (m) The Company,
on behalf of itself and each Guarantor, shall have furnished to the
Representatives a certificate of the Company, signed by the Chairman of the
Board or the President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Final Memorandum, any amendment or
supplement to the Final Memorandum and this Agreement and that (i) the
representations and warranties of each of the Company and the Guarantors in
this Agreement are true and correct on and as of the Closing Date with the same
effect as if made on the Closing Date, and each of the Company and the
Guarantors has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date; and (ii) since September 30, 2002, there has been no
material adverse change in the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its Subsidiaries, taken as
a whole, whether or not arising from transactions in the ordinary course of business,
except as set forth in or contemplated by the Final Memorandum (exclusive of
any amendment or supplement thereto).  (n) At the
Execution Time and at the Closing Date, the Company shall have requested and
caused PricewaterhouseCoopers LLPto furnish to
the Representatives letters, dated respectively as of the Execution Time and as
of the Closing Date, substantially in the form attached hereto as Exhibit K
(with respect to the letter dated as of the Execution Time) and in the form and
substance satisfactory to the Representatives (with respect to the letter dated
as of the Closing Date).  (o) The Company
and each of the Guarantors shall have entered into the Registration Rights
Agreement.  (p) Each of the
Credit Parties shall have entered into the Senior Credit Facility.  There shall not exist at and as of the
Closing Date any conditions that would constitute a default (or an event that
with notice or the lapse of time, or both, would constitute a default) under the
Senior Credit Facility.  (q) The Securities
shall have been designated as PORTAL-eligible securities in accordance with the
rules and regulations of the NASD, and the Securities shall be eligible for
clearance and settlement through The Depository Trust Company.  (r) Subsequent to
the Execution Time and on or prior to the Closing Date, there shall not have
been any decrease in the rating of any of the Companys debt securities
(including the Securities) by any nationally recognized statistical rating
organization (as defined for purposes of Rule 436(g) under the Act) or any
notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change.  17


(s) Prior to the
Closing Date, the Company shall have obtained all consents, approvals,
authorizations and orders of, and shall have duly made all registrations,
qualifications and filing with, any court or regulatory authority or other
governmental agency or instrumentality required in connection with the
transactions contemplated by the Final Memorandum and the execution, delivery
and performance of this Agreement, except where the failure to have done so (i)
would not have a material adverse effect on the performance of this Agreement
or the consummation of any of the transactions contemplated hereby, and (ii)
would not have a Material Adverse Effect.  (t) Prior to the
Closing Date, the Company shall have furnished to the Representatives such
further information, certificates and documents as the Representatives may
reasonably request.  If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and as provided in
this Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be reasonably satisfactory in form and
substance to the Representatives and counsel for the Initial Purchasers, this
Agreement and all obligations of the Initial Purchasers hereunder may be
canceled at, or at any time prior to, the Closing Date by the
Representatives.  Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.  The documents required to be delivered by this Section 6
shall be delivered at the office of counsel for the Initial Purchasers, Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, on the
Closing Date.  7.  Reimbursement of
Expenses.  If the sale
of the Securities provided for herein is not consummated because any condition
to the obligations of the Initial Purchasers set forth in Section 6 hereof
is not satisfied, because of any termination pursuant to Section 10 hereof
or because of any refusal, inability or failure on the part of the Company or
any Guarantor to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Initial Purchasers, the
Company will reimburse the Initial Purchasers severally through Salomon Smith Barney
on demand for all reasonable out-of-pocket expenses (including reasonable fees
and disbursements of counsel for the Initial Purchasers) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.  8.  Indemnification
and Contribution.  (a) The Company
and the Guarantors, jointly and severally, agree to indemnify and hold harmless
each Initial Purchaser, the directors, officers, employees and agents of each
Initial Purchaser and each person who controls any Initial Purchaser 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, state or
foreign statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
relate to, arise out of, or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Preliminary Memorandum,
the Final Memorandum (or in any supplement or amendment  18


thereto) or any information provided by the Company or
any Guarantor to any holder or prospective purchaser of Securities pursuant to Section 5(h),
or in any amendment thereof or supplement thereto, 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 the light
of the circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company and the Guarantors will not be liable in any
such 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 in the Preliminary Memorandum or the Final
Memorandum, or in any amendment thereof or supplement thereto, in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Initial Purchasers through the Representatives specifically for
inclusion therein; provided further, that with respect to any untrue
statement or omission of material fact made in any Preliminary Memorandum, the
indemnity agreement contained in this Section 8(a) shall not inure to the
benefit of any Initial Purchaser from whom the person asserting any such loss,
claim, damage or liability purchased Securities, to the extent that any such
loss, claim, damage or liability of such Initial Purchaser occurs under the
circumstance where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (w) the Company had
previously furnished copies of the Final Memorandum to the Representatives,
(x) such Initial Purchaser has not used reasonable commercial efforts
deliver the Final Memorandum to such person, (y) the untrue statement or
omission of a material fact contained in the Preliminary Memorandum was
corrected in the Final Memorandum and (z) there was not sent or given to
such person, at or prior to the written confirmation of the sale of such
securities to such person, a copy of the Final Memorandum.  This indemnity agreement will be in addition
to any liability that the Company and the Guarantors may otherwise have.  (b) Each Initial
Purchaser severally and not jointly agrees to indemnify and hold harmless the
Company, the Guarantors, each of their directors, officers, employees, agents
and each person who controls the Company or any Guarantor 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 Initial Purchaser, but
only with reference to written information relating to such Initial Purchaser
furnished to the Company and the Guarantors by or on behalf of such Initial
Purchaser through the Representatives specifically for inclusion in the
Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement
thereto).  This indemnity agreement will
be in addition to any liability that any Initial Purchaser may otherwise have.  (c) Promptly after
receipt by an indemnified party under this Section 8 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 8,
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  19


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 (including local 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, other than local counsel if not appointed by
the indemnifying party, retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. 
Notwithstanding the indemnifying partys election to appoint counsel
(including local 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 that 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 includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding.  (d) In the event
that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any
reason, the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other, agree 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 the Company and any Guarantor and one or more of the Initial Purchasers
may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors, on the one hand, and the
Initial Purchasers, on the other, from the offering of the Securities; provided,
however, that in no case shall any Initial Purchaser (except as may be
provided in any agreement among the Initial Purchasers relating to the offering
of the Securities) be responsible for any amount in excess of the purchase
discount or commission applicable to the Securities purchased by such Initial
Purchaser hereunder.  If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Company, the Guarantors and the Initial Purchasers shall contribute in such  20


proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the
Guarantors, on the one hand, and of the Initial Purchasers, on the other, in
connection with the statements, omissions, actions or failure to act that
resulted in such Losses, as well as any other relevant equitable
considerations.  Benefits received (or
anticipated to be received) by the Company and the Guarantors shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses) received by it, and benefits received (or anticipated to be received)
by the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions in each case set forth on the cover page of the Final
Memorandum.  Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact or any other alleged conduct relates to information
provided by the Company or the Guarantors or other conduct by the Company or
the Guarantors, on the one hand, or the Initial Purchasers, on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The Company, the Guarantors and the Initial
Purchasers agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation that 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 8, each
person who controls an Initial Purchaser within the meaning of either the Act
or the Exchange Act and each director, officer, employee and agent of an
Initial Purchaser shall have the same rights to contribution as such Initial
Purchaser, and each person who controls the Company or a Guarantor within the
meaning of either the Act or the Exchange Act and each officer and director of
the Company or a Guarantor shall have the same rights to contribution as the
Company or such Guarantor, subject in each case to the applicable terms and
conditions of this paragraph (d).  9.  Default by an
Initial Purchaser.  If
any one or more Initial Purchasers shall fail to purchase and pay for any of
the Securities agreed to be purchased by such Initial Purchaser hereunder and
such failure to purchase shall constitute a default in the performance of its
or their obligations under this Agreement, the remaining Initial Purchasers
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Securities set forth opposite their names in Schedule I
hereto bears to the aggregate amount of Securities set forth opposite the names
of all the remaining Initial Purchasers) the Securities which the defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however,
that in the event that the aggregate amount of Securities that the defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase shall
exceed 10% of the aggregate amount of Securities set forth in Schedule I
hereto, the remaining Initial Purchasers shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Securities, and
if such nondefaulting Initial Purchasers do not purchase all the Securities,
this Agreement will terminate without liability to any nondefaulting Initial
Purchaser or the Company and the Guarantors. 
In the event of a default by any Initial Purchaser as set forth in this Section 9,
the Closing Date shall be postponed for such period, not exceeding five
Business Days, as the Representatives shall determine in order that the
required changes in the Final Memorandum or in any other  21


documents
or arrangements may be effected.  Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of
its liability, if any, to the Company, the Guarantors or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.  10.  Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Companys Common Stock shall have
been suspended by the Toronto Stock Exchange or trading in securities generally
on the New York Stock Exchange or the Toronto Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on either of
such Exchanges; (ii) a banking moratorium shall have been declared by U.S.
Federal, Canadian or New York State authorities; or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States or Canada of a national emergency or war or other calamity or crisis the
effect of which on the financial markets is such as to make it, in the sole
judgment of the Representatives, impracticable or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Final
Memorandum (exclusive of any amendment or supplement thereto).  11.  Representations
and Indemnities to Survive. 
The respective agreements, representations, warranties, indemnities and
other statements of the Company, the Guarantors or their officers and of the
Initial Purchasers set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf
of the Initial Purchasers or the Company, the Guarantors or any of the
officers, directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities.  The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.  12.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney General
Counsel (fax no.:  (212) 816-7912)
and confirmed to the General Counsel, Salomon Smith Barney at 388 Greenwich
Street, New York, New York 10013 Attention: 
General Counsel; or, if sent to the Company or any Guarantor, will be
mailed, delivered or telefaxed c/o Corporate Secretary (fax no.: (819)
363-5127) and confirmed to it at 404 Marie-Victorin Boulevard, Kingsey Falls,
Quebec, Canada J0A 1B0, attention of the Legal Department.  13.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in Section 8
hereof, and, except as expressly set forth in Section 5(h) hereof, no
other person will have any right or obligation hereunder.  14.  Applicable Law.  This Agreement and any claim, counterclaim or
dispute of any kind or nature whatsoever arising out of or in any way relating
to this Agreement (Claim), directly or indirectly, 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 within the State of New York.  22


15.  Submission to
Jurisdiction.  Except
as set forth below, no Claim may be commenced, prosecuted or continued in any
court other than any New York State or U.S. federal court located in the
Borough of Manhattan, the city of New York, New York, which courts shall have
exclusive jurisdiction over the adjudication of such matters, and each of the
Company and the Guarantors consents to the non-exclusive jurisdiction of such
courts and personal service with respect thereto.  Each of the Company and the Guarantors hereby
consents to personal jurisdiction, service and venue in any court in which any
Claim arising out of or in any way relating to this Agreement is brought by any
third party against any Initial Purchaser or any indemnified party.  Each of the Initial Purchasers, the Company
and the Guarantors (on their respective behalf and, to the extent permitted by
applicable law, on behalf of their respective shareholders and affiliates)
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Agreement.  The Company
and the Guarantors agree that a final judgment in any such action, proceeding
or counterclaim brought in any such court shall be conclusive and binding upon
the Company and the Guarantors, as the case may be, and may be enforced in any
other courts in the jurisdiction of which the Company and the Guarantors are or
may be subject, by suit upon such judgment.  By execution and delivery of this Agreement, each of
the Company and the Guarantors acknowledges that it has, by separate written
instrument, appointed and designated, without power of revocation, CT
Corporation System, with offices on the date hereof located at 111 8th Avenue,
13th Floor, New York, New York 10011 (and any successor entity) as its
authorized agent (the Authorized Agent) to accept and acknowledge on its
behalf service of any and all process which may be served in any Claim in any
way relating to or arising out of this Agreement or the transactions
contemplated hereby brought in any New York State or U.S. federal court located
in the Borough of Manhattan, the city of New York, New York.  Such service may be made by delivering a copy
of such process to each of the Company and such Guarantor in care of the
Authorized Agent at the address specified above for the Authorized Agent and
obtaining a receipt therefor, and each of the Company and the Guarantors hereby
irrevocably authorizes and directs the Authorized Agent to accept such service
on its behalf.  Each of the Company and
the Guarantors represents and warrants that the Authorized Agent has agreed to
act as said agent for service of process, and agrees that service of process in
such manner upon the Authorized Agent shall be deemed to the fullest extent
permitted by applicable law, in every respect effective service of process upon
each of the Company and such Guarantor in any Claim.  Each of the Company and the Guarantors
further agree 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 the Authorized Agent in full force and
effect.  Nothing herein contained shall,
however, in any manner limit the rights of the Initial Purchasers to serve
process in any other manner permitted by applicable law or obtain jurisdiction
over the Company or any of the Guarantors or bring suits, actions or
proceedings against the Company or any of the Guarantors in such other
jurisdictions, and in such manner as may be permitted by applicable law.  16.  Waiver of
Immunity.  Each of the
Company and the Guarantors irrevocably waive, to the fullest extent permitted
by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction
of any court, (iii) attachment of the  23


Companys
or such Guarantors assets (whether before or after judgment) and
(iv) execution or enforcement of any judgment arising out of or in any way
relating to this Agreement to which the Company or any of the Guarantors or its
revenues or assets might otherwise be entitled in any suit, action or
proceeding in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that neither the Company nor any of the
Guarantors will claim any such immunity in any suit, action or proceeding.  17.  Judgment
Currency.  Each of the
Company and the Guarantors that is not a U.S. person (as that term is defined
under Regulation S under the Act) hereby covenant and agree that the following
provisions shall apply to conversion of currency in the case of this Agreement:  (a) If, for the
purposes of obtaining judgment in, or enforcing the judgment of, any court, it
becomes necessary to convert a sum due hereunder into any currency other than
U.S. dollars, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures Salomon Smith Barney could purchase
U.S. dollars with such other currency in the city of New York on the Business
Day preceding that on which final judgment is given.  The obligations of the Company or any Guarantor
in respect of any sum due from it to any Initial Purchaser shall,
notwithstanding any judgment in a currency other than U.S. Dollars, not be
discharged until the first Business Day, following receipt by such Initial
Purchaser of any sum adjudged to be so due in such other currency, on which (and
only to the extent that ) such Initial Purchaser may in accordance with normal
banking procedures purchase U.S. dollars with such other currency.  (b) The Company
and each Guarantor hereby agrees to indemnify the Initial Purchasers and each
other indemnified party related to any Initial Purchaser against any loss
incurred by any of them as a result of any judgment or order being given or
made for any amount due under this Agreement and such judgment or order being
expressed and paid in the judgment currency and as a result of any variation as
between (i) the rate of exchange at which the U.S. dollar amount is
converted into the judgment currency for the purpose of such judgment or order
and (ii) the spot rate of exchange in the city of New York at which the
Company or such Guarantor on the date of payment of judgment or order is able
to purchase U.S. dollars with the amount of the judgment currency actually paid
by the Company or such Guarantor.  The
foregoing indemnity shall continue in full force and effect notwithstanding any
such judgment or order as aforesaid.  The
term spot rate of exchange shall include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, U.S. dollars.  18.  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.  19.  Obligations
Joint and Several.  Each of the
representations, warranties, covenants and other agreements of the Company
contained in this Agreement or in any other  24


agreement,
document, certificate or instrument entered into or delivered in connection
herewith shall be deemed to be the joint and several obligation of each
Guarantor.  20.  Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.  21.  Exclusive
Agreement.  In the event that any
subject matter covered by the terms of this Agreement is also covered by any
other arrangement among the parties hereto, the terms of this Agreement shall
control.  22.  Definitions.  The terms that follow, when used in this
Agreement, shall have the meanings indicated.  Act shall mean the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated
thereunder.  Affiliate shall have the meaning specified in Rule
501(b) of Regulation D.  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 the city of New
York or the city of Montreal.  Capital Stock means, with respect to any Person, any
shares or other equivalents (however designated) of any class of corporate
stock or partnership interests or any other participations, rights, warrants,
options or other interests in the nature of an equity interest in such Person,
including preferred stock, but excluding any debt security convertible or
exchangeable into such equity interest.  Commission shall mean the U.S. Securities and
Exchange Commission.  Exchange Act shall mean the U.S. Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.  Execution Time shall mean, the date and time that
this Agreement is executed and delivered by the parties hereto.  Investment Company Act shall mean the U.S.
Investment Company Act of 1940, as amended, and the rules and regulations of
the Commission promulgated thereunder.  Material Adverse Effect shall mean, with respect to
the Company, any effect that is materially adverse to the condition (financial
or otherwise), prospects, earnings, business or properties of the Company and
its Subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business.  NASD shall mean the National Association of
Securities Dealers, Inc.  25


Person shall mean any individual, corporation,
company (including any limited liability company), association, partnership,
joint venture, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.  Regulation D shall mean Regulation D under the Act.  Regulation S shall mean Regulation S under the Act.  Salomon Smith Barney shall mean Salomon Smith Barney
Inc.  Subsidiary shall mean, in respect of any Person, any
corporation, company (including any limited liability company), association,
partnership, joint venture, trust, unincorporated organization or other
business entity of which a majority of the total voting power of all classes of
Capital Stock then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by:  (a) such Person,  (b) such Person
and one or more Subsidiaries of such Person, or  (c) one or more
Subsidiaries of such Person.  Trust Indenture Act shall mean the U.S. Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Commission promulgated thereunder.  U.S. or the United States shall mean the United
States of America.  You or Your
shall mean Salomon Smith Barney.  26


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 between the Company and the several Initial Purchasers.  Very truly yours,  For the
Company:  Cascades Inc.   By
  
  /s/ Robert F.
  HallName:
  Robert F. HallTitle:
  Vice President
  Legal AffairsCorporate
  Secretary  For the
Guarantors:  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 HallName: Robert
  HallTitle: Duly
  authorized officer or director  27


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 MarshallName:
  Whitner MarshallTitle:
  Vice President   For themselves and the
other several Initial Purchasers named in Schedule I
to the foregoing Agreement.  28