Exhibit
4.3  EXECUTION
COPY   SECOND
SUPPLEMENTAL INDENTURE  dated
as of December 30, 2003  to
the INDENTURE  dated
as of February 5, 2003 among  CASCADES
INC., as
the Company, THE
SUBSIDIARY GUARANTORS named therein, and THE BANK OF NEW YORK,  as
Trustee, as
amended


SECOND
SUPPLEMENTAL INDENTURE (this Second Supplemental
Indenture), dated as of December 30, 2003, among CASCADES INC. (the
Company), CASCADES TRANSPORT INC., a
Canadian corporation, CASCADES USA INC., a Delaware corporation and W.H. SMITH
PAPER CORPORATION, a New York corporation (collectively, the New Subsidiary Guarantors), the existing subsidiary
guarantors under the Indenture referred to below (the Existing
Subsidiary Guarantors) , and THE BANK OF NEW YORK, a national banking
corporation, as trustee under the Indenture referred to below (the Trustee).  W I
T N E S S E T H :  WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture,
dated as of February 5, 2003, as amended by the First Supplemental Indenture,
dated as of May 20, 2003 (as so amended, the Indenture),
providing for the issuance of the Companys 71⁄4% Senior Notes due 2013 (the Notes);  WHEREAS,
the Company has issued and outstanding $550,000,000 of Notes under the
Indenture;  WHEREAS,
Section 4.19(a) of the Indenture provides that the Company shall cause each of
its Canadian and U.S. Restricted Subsidiaries to execute and deliver to the
Trustee Subsidiary Guarantees;  WHEREAS,
the New Subsidiary Guarantors are each Canadian or U.S. Restricted Subsidiaries
of the Company;  WHEREAS,
Section 9.01 of the Indenture provides that the Company and the Trustee may
amend or supplement the Indenture without the consent of any holder of a Note
to add additional Subsidiary Guarantees with respect to the Notes as provided
or permitted under the Indenture; and  WHEREAS,
pursuant to Sections 4.19(a), 9.01, 9.06 and 10.03 of the Indenture, the
Trustee, the Company, the Existing Subsidiary Guarantors and the New Subsidiary
Guarantors are authorized to execute and deliver this Supplemental Indenture;  NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the
Existing Subsidiary Guarantors, the New Subsidiary Guarantors, and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:  1.             Definitions.
(a) Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.  (b)           For
all purposes of this Second Supplemental Indenture, except as otherwise herein
expressly provided or unless the context otherwise requires:  (i) the terms and expressions used herein
shall have the same meanings as corresponding terms and expressions used in the
Indenture; and (ii) the words herein, hereof and hereby and other words
of similar import used in this Second Supplemental Indenture refer to this
Second Supplemental Indenture as a whole and not to any particular section hereof.


2.             Agreement
to Guarantee.  The New Subsidiary
Guarantors hereby agree, jointly and severally with all other Subsidiary
Guarantors, to guarantee the Companys obligations under the Notes on the terms
and subject to the conditions set forth in Article 10 of the Indenture and to
be bound by all other applicable provisions of the Indenture.  From and after the date hereof, the New
Subsidiary Guarantors shall be Subsidiary Guarantors for all purposes under the
Indenture and the Notes.  3.             Ratification
of Indenture; Second Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the
Indenture is, in all respects, ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Second Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.  4.             Miscellaneous.  4.1           Governing
Law.  THIS SECOND SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.  4.2           Trustee
Makes No Representation.  The Trustee
makes no representation as to the validity or sufficiency of this Second
Supplemental Indenture, or for or in respect of the recitals contained herein.  4.3           Counterparts.  The parties may sign any number of copies of
this Second Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.  4.4           Effect
of Headings.  The Article and Section
headings herein are for convenience only and shall not affect the construction
thereof.  4.5           Conflict
with TIA.  If any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with any provision
of the TIA, that is required under the TIA to be part of and govern any
provision of this Second Supplemental Indenture, the provision of the TIA shall
control.  If any provision of this Second
Supplemental Indenture modifies or excludes any provision of the TIA that may
be so modified or excluded, the provisions of the TIA shall be deemed to apply to
the Indenture as so modified or to be excluded by this Second Supplemental
Indenture, as the case may be.  4.6           Severability.  In case any provision of this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.  4.7           No
Third Party Beneficiaries.  Nothing
in this Second Supplemental Indenture, the Indenture, or the Notes, express or
implied, shall give to any Person, other than the parties hereto and thereto
and their successors hereunder and thereunder, and the Holders of the  2


Notes, any benefit of any legal or equitable right, remedy or claim
under the Indenture, this Second Supplemental Indenture or the Notes.  3


IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed as of the date first
above written.   Company:CASCADES INC.By:
  
  /s/ Robert F. HallName:
  Robert F. HallTitle:
  Vice President, Legal
  Affairs and
  Corporate SecretaryNew
  Subsidiary Guarantors:CASCADES
  TRANSPORT INC.CASCADES
  USA INC.W.H. SMITH PAPER
  CORPORATIONBy:
  
  /s/ Robert F. HallName:
  Robert F. HallTitle:
  Secretary or Assistant
  SecretaryExisting Subsidiary
  Guarantors:CADMUS AND CASCADES
  RECYCLING, INC.CASCADES AGRI-PAK, INC.CASCADES AUBURN FIBER
  INC.CASCADES DIAMOND, INC.CASCADES EAST ANGUS
  INC.CASCADES ENVIROPAC 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.DESENCRAGE C.M.D. INC.MATERIAUX CASCADES INC.PLASTIQUES CASCADES
  INC.2851-5351 QUEBEC INC.
  (COMMEC ENR.)  4


4089260 CANADA INC.4089278 CANADA INC.4089294 CANADA INC.By:
  
  /s/ Pierre BrochuName:
  Pierre BrochuTitle:
  Secretary or Assistant
  SecretaryCASCADES
  BOXBOARD GROUP INC.CASCADES
  BOXBOARD INC.CASCADES
  BOXBOARD U.S. HOLDINGS, INC.CASCADES
  BOXBOARD U.S., 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
  FJORDCELL INC.CASCADES TISSUE GROUP -
  ARIZONA 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.MARATHON GRAPHIC ART
  DISTRIBUTOR INC.WOOD WYANT INC.3815285 CANADA INC.3815315 CANADA INC.4089235 CANADA INC.By:
  
  /s/ Robert F. HallName:
  Robert F. HallTitle:
  Secretary or Assistant
  Secretary  5


Trustee:THE BANK OF NEW YORKBy:
  /s/ Peter
  PavlyshinName:
  Peter PavlyshinTitle:
  Assistant Vice
  President  6