Exhibit
10.6  Execution copy  FIFTHAMENDING AGREEMENT DATED AS OF DECEMBER 27,
2004.  This
Fifth Amending Agreement is
made as of December 27, 2004 among Cascades
Inc.(Cascades), Cascades SPG
Holding  Inc. (Cascades
SPG), Cascades USA Inc. (Cascades
USA), Cascades Europe SAS
(formerly Cascades GPS S.A.) (Cascades Europe) and Cascades Arnsberg GmbH (Cascades 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 Cascades, Cascades SPG, Cascades Europe
and Cascades Germany, as borrowers, the Agent and the Lenders is party to a
credit agreement dated as of February 5, 2003 (such agreement, as amended
by a first amending agreement dated March 31, 2003 and three letters of
agreement dated December 17, 2003, January 22, 2004 and
March 26, 2004, the Credit Agreement).  B.Each of Cascades, Cascades SPG and Cascades USA
has informed the Agent and the Lenders that Cascades SPG will transfer all of
its properties and assets to Cascades USA as of December 28, 2004 and will
thereafter dissolve.  C.The parties wish to amend the Credit Agreement
to provide that Cascades SPG will cease to be, and will be replaced by,
Cascades USA as Borrower under the Credit Agreement.  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  2.1Cascades SPG is no longer entitled to obtain Borrowings or otherwise
use the Facility under the Credit Agreement and is replaced as Borrower by
Cascades USA. Therefore:  (a)Tranche B ceases to be available to
Cascades SPG and is now available to Cascades USA, and the applicable
provisions of the Credit Agreement are amended accordingly;  (b)Subject to Section 2.3 hereof, the term
Borrowers as used in the Credit Agreement no longer includes or refers to
Cascades SPG, but, however, now includes and refers to Cascades USA and all
applicable provisions of the Credit Agreement are amended accordingly; and  (c)Cascades USA acknowledges that it is liable as
Borrower for all obligations in respect ofwhichCascades SPG was liable as Borrower, including all Borrowings made to
Cascades SPG and outstanding as at the date hereof, as if such obligations had
been incurred by Cascades USA.  2.2From the date of this Agreement, Cascades SPG will constitute a
Designated Subsidiary, and Schedule B to the Credit Agreement is amended
byaddingits name to the
List of Designated Subsidiaries.  2.3For greater certainty, Section 2.1 hereof is not intended to amend
or reduce the scope of theprovisionsof the Credit Agreement and of any other Credit Document relating to
the obligations of Cascades SPG with respect to Security granted or to be
granted by it for the obligations of the Borrowers. Accordingly, any such
provision and any Security granted by Cascades SPG remain in full force and
effect, notwithstanding that any Credit Document may also have been executed by
it as Borrower or that any applicable provision of any Credit Document makes
reference to or describes it as a Borrower.  2.4The Lenders acknowledge that Section 13.3(b)(ii) permits the winding-up
or dissolution of a Credit Party (other than a Borrower) that has previously
transferredsubstantiallyall of its
properties and assets to another Credit Party and, relying on the information
stated in Recital B hereof, acknowledge that Cascades SPG will be entitled
to dissolve.  3.Intervention of Designated Subsidiaries  3.1To
the extent necessary or useful, each Designated Subsidiary hereby confirms its
acceptance that the Credit Agreement be amended according to the terms and
conditions provided for herein.  2


3.2Each
Designated Subsidiary confirms that the Security is not affected or reduced by
this Agreement and continues to secure and guarantee the obligations of the
Borrowers (including, for greater certainty, the obligations of Cascades USA,
as Borrower) under or arising from (i) the Credit Agreement, (ii) any Hedging
Agreement, (iii) the Guarantee Agreement dated February 5, 2003 or (iv) any
instrument relating to same, in each case as said obligations may be amended,
restated or supplemented from time to time.  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.  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 December 28, 2004.  3


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)
  Robert F. HallName:
  Robert
  F. HallTitle:
  Vice
  President, Legal AffairsCascades SPG Holding Inc.
  Cascades USA Inc.Per:
  (s)
  Nathalie ThébergeName:
  Nathalie
  ThébergeTitle:
  Assistant
  SecretaryCascades Europe SASPer:
  (s)
  Mario PlourdeName:
  Mario
  PlourdeTitle:
  PresidentCascades Arnsberg GmbHPer:
  (s)
  Vincent LestringantName:
  Vincent
  LestringantTitle:
  Authorized
  RepresentativeThe Bank of Nova Scotia, as AgentPer:
  (s)
  Robert BooomhourName:
  Robert
  BoomhourTitle:
  DirectorPer:
  (s)
  Peter CrawfordName:
  Peter
  CrawfordTitle:
  Associate
  Director  4


Cascades Canada Inc.
  Cascades Nova Scotia Company
  Cascades Transport Inc.
  Kingsey Falls Investments Inc.
  3815285 Canada Inc.
  3815315 Canada Inc.
  6265642 Canada Inc.
  Cascades Boxboard U.S. Holdings, Inc.
  Cascades Boxboard U.S., Inc.
  Cascades Fjordcell Inc.
  Cascades Boxboard Group Inc.
  Conference Cup Ltd.
  Dopaco Canada, Inc.
  Dopaco, Inc.
  Dopaco Limited Partnership
  Dopaco Pacific LLC
  Garven Incorporated
  Rabotage Lemay Inc.
  Scierie Lemay Inc.
  Les Séchoirs St-François Inc.
  Cadmus and Cascades Recycling, Inc.
  Cascades Agri-Pak, Inc.
  Cascades Diamond, Inc.
  Cascades Fine Papers Group Inc.
  Cascades Fine Papers Group Thunder Bay Inc.
  Marathon Graphic Art Distributor Inc.
  Wood Wyant Inc.
  as
  IntervenorsPer:
  (s)  Robert F. HallName:
  Robert
  F. HallTitle:
  Secretary
  or Assistant Secretary  5


Cascades Auburn Fiber Inc.
  Cascades Delaware LLC
  Cascades Moulded Pulp, Inc.
  Cascades Plastics Inc.
  Cascades Fine Papers Group (Sales) Inc.
  Cascades Fine Papers Group (USA) Inc.
  W.H. Smith Paper Corporation
  Cascades Tissue Group  Arizona Inc.
  Cascades Tissue Group  IFC Disposables Inc.
  Cascades Tissue Group  New York Inc.
  Cascades Tissue Group  North Carolina Inc.
  Cascades Tissue Group  Oregon Inc.
  Cascades Tissue Group  Pennsylvania Inc.
  Cascades Tissue Group  Sales Inc.
  Cascades Tissue Group  Tennessee Inc.
  Cascades Tissue Group  Wisconsin Inc.Per:
  (s)
  Nathalie ThébergeName:
  Nathalie
  ThébergeTitle:
  Assistant
  Secretary  6