Exhibit 10.2  FIRSTAMENDING
AGREEMENT DATED AS OF MARCH 31, 2003.  THIS
FIRST AMENDING AGREEMENT is made as of March 31, 2003 among CASCADES INC.,
a corporationincorporated under the laws of the
province of Quebec (Cascades), CASCADES BOXBOARD GROUP INC., a corporation
incorporated under the laws of Canada (Boxboard), CASCADES SPG HOLDING INC.,
a corporation incorporated under the laws of the State of Delaware (Cascades
US), CASCADES BOXBOARD U.S., INC., a corporation incorporated under the laws
of the State of Delaware (Boxboard US), CASCADES G.P.S. S.A., a
corporation incorporated under the laws of France (Cascades Europe), CASCADES S.A.,
a corporation incorporated under the laws of France (Boxboard Europe) and CASCADES
ARNSBERG GMBH, a corporation incorporated under the laws of Germany (Boxboard
Germany) (each a Borrower and, collectively the Borrowers), THE BANK OF
NOVA SCOTIA, a Canadian bank, as administrative agent and collateral agent (in
such capacity, the Agent), and the financial institutions parties to the
Credit Agreement referred to below as Lenders.  RECITALS  A.Each of the Borrowers, the Agent and the
Lenders is party to a credit agreement dated as of February 5, 2003 (the Credit Agreement).  B.The parties wish to amend the Credit Agreement
to provide that Boxboard, Boxboard US and Boxboard Europe will cease to be
Borrowers thereunder and also to remove the provisions limiting the amount of
certain obligations of the members of the Boxboard Group.  NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:  1.Interpretation  1.1Capitalized terms used herein and defined in the Credit Agreement
have the meanings ascribed to them in the Credit Agreement unless otherwise
defined herein.  1.2Any reference to the Credit Agreement in any Credit Document refers
to the Credit Agreement as amended hereby.


2.Amendments to the Credit
Agreement  2.1Each of Boxboard, Boxboard US and
Boxboard Europe is no longer entitled to borrow under the Credit Agreement.
Therefore:  (a)Tranche A
ceases to be available to Boxboard, Tranche B ceases to be available to
Boxboard US and Tranche C ceases to be available to Boxboard Europe,
and the applicable provisions of the Credit Agreement are amended accordingly;
and  (b)Subject
to Section 2.4 hereof, the term Borrowers as used in the Credit Agreement
no longer includes or refers to Boxboard, Boxboard US and Boxboard Europe.  2.2Each of Boxboard and Boxboard US becomes
a Designated Subsidiary, and Schedule B to the Credit Agreement is
amended by adding their name to the List of Designated Subsidiaries.  2.3Sections 2.1(d), 2.5(b) and 10.7(a) of
the Credit Agreement are deleted.  2.4For greater certainty, Section 2.1
hereof is not intended to amend or reduce the scope of the provisions of the
Credit Agreement and of any other Credit Document relating to the obligations
of Boxboard and Boxboard US with respect to Security granted or to be
granted by them for the obligations of the other Borrowers. Accordingly, any
such provision and any Security granted by Boxboard and Boxboard US remain
in full force and effect, notwithstanding that any Security Document may have
been executed by any of them as Borrower or that any applicable provision of
any Credit Document makes reference to or describes either of them as a Borrower.  3.Liability of the Boxboard Group  Boxboard represents and warrants to the Agent
and the Lenders that all notes which were outstanding under the Boxboard
Indenture have been redeemed or repaid. Accordingly, Boxboard confirms that the
provisions of the Security Documents that correspond to Section 10.7(a) of
the Credit Agreement are no longer in effect.  4.Conditions Precedent  Prior to or concurrently upon the execution of
this Agreement, each of the Borrowers must have delivered to the Agent a copy
of the documents evidencing the authority of the persons herein acting on
behalf of such Borrower.  2


5.Cost 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 administration of this Agreement
including, without limitation, the reasonable fees and expenses of counsel for
the Agent.  6.Execution by the Agent  This Agreement
is executed by the Agent on behalf of the Lenders. The Agent confirms that all
Lenders have consented to the provision hereof.  7.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.  8.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.  9.Effectiveness  This Agreement will be effective as of March 31,
2003, except that for the purposes of Article 15 of the Credit Agreement, Section 2.1
hereof will be deemed to have come into effect as of February 28, 2003.  IN
WITNESS WHEREOF the
parties hereto have caused this Agreement to be duly executed as of the date
and year first above written.  CASCADES INC.Per:
  (s) Laurent Lemaire  3


CASCADES BOXBOARD GROUP INC.Per:
  (s)  Laurent LemaireCASCADES SPG HOLDING INC.Per:
  (s)  Mario PlourdeCASCADES BOXBOARD U.S., INC.Per:
  (s)  Laurent LemaireCASCADES G.P.S. S.A.Per:
  (s)  Mario PlourdeCASCADES S.A.Per:
  (s)  Laurent LemaireCASCADES ARNSBERG GMBHPer:
  (s)  Laurent LemaireTHE BANK OF NOVA SCOTIA, as AgentPer:
  (s)  Anuj Dhawan  4