**Exhibit4.9**

EIGHTH SUPPLEMENTAL INDENTURE

dated as of September 20, 2006

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

 

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EIGHTH SUPPLEMENTALINDENTURE (this “*Eighth Supplemental Indenture*”),dated as of September 20, 2006, among CASCADES INC. (the “*Company*”)and Cascades Tissue Group — Maryland LLC (the “*NewSubsidiary Guarantor*”), the existing Subsidiary Guarantors under theIndenture referred to below (the “*Existing SubsidiaryGuarantors*”), and THE BANK OF NEW YORK, a New York bankingcorporation, as trustee under the Indenture referred to below (the “*Trustee*”).

W I T N E S S E TH :

WHEREAS, the Company hasheretofore executed and delivered to the Trustee an indenture, dated as ofFebruary 5, 2003, as amended by the First Supplemental Indenture, dated as ofMay 20, 2003, the Second Supplemental Indenture, dated as of December 30, 2003,the Third Supplemental Indenture, dated as of March 16, 2004, the FourthSupplemental Indenture, dated as of July 8,2004, the Fifth Supplemental Indenture,dated as of August 26, 2004, the Sixth Supplemental Indenture, dated as ofNovember 30, 2004, and the Seventh Supplemental Indenture, dated as of April27, 2006 (as so amended, the “*Indenture*”),providing for the issuance of the Company’s 71⁄4% Senior Notes due 2013 (the “*Notes*”);

WHEREAS, the Company hasissued and outstanding $675,000,000 of Notes under the Indenture;

WHEREAS, Section 4.19(a) of the Indenture providesthat the Company shall cause each of its Canadian and U.S. RestrictedSubsidiaries to execute and deliver to the Trustee Subsidiary Guarantees;

WHEREAS, the NewSubsidiary Guarantor is a U.S. Restricted Subsidiary of the Company;

WHEREAS, Section 9.01 ofthe Indenture provides that the Company and the Trustee may amend or supplementthe Indenture without the consent of any holder of a Note to add additionalSubsidiary Guarantees with respect to the Notes as provided or permitted underthe Indenture; and

WHEREAS, pursuant toSections 4.19(a), 9.01, 9.06 and 10.03 of the Indenture, the Trustee, theCompany, the Existing Subsidiary Guarantors and the New Subsidiary Guarantorare authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Company, the ExistingSubsidiary Guarantors, the New Subsidiary Guarantor, and the Trustee mutuallycovenant and agree for the equal and ratable benefit of the Holders of theNotes as follows:

1.                                       Definitions.(a) Capitalized terms used herein without definition shall have the meaningsassigned to them in the Indenture.

(b)  For allpurposes of this Eighth Supplemental Indenture, except as otherwise hereinexpressly provided or unless the context otherwise requires:  (i) the terms and expressions 

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used herein shall havethe same meanings as corresponding terms and expressions used in the Indenture;and (ii) the words “herein,” “hereof” and “hereby” and other words of similarimport used in this Eighth Supplemental Indenture refer to this EighthSupplemental Indenture as a whole and not to any particular section hereof.

2.                                       Agreementto Guarantee.  The New SubsidiaryGuarantor hereby agrees, jointly and severally with all other SubsidiaryGuarantors, to guarantee the Company’s obligations under the Notes on the termsand subject to the conditions set forth in Article 10 of the Indenture and tobe bound by all other applicable provisions of the Indenture.  From and after the date hereof, the NewSubsidiary Guarantor shall be a Subsidiary Guarantor for all purposes under theIndenture and the Notes.

3.                                       Ratificationof Indenture; Eighth Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, theIndenture is, in all respects, ratified and confirmed and all the terms,conditions and provisions thereof shall remain in full force and effect.  This Eighth Supplemental Indenture shall forma part of the Indenture for all purposes, and every Holder of Notes heretoforeor hereafter authenticated and delivered shall be bound hereby.

4.                                       Miscellaneous.

4.1                                 GoverningLaw.  THIS EIGHTH SUPPLEMENTALINDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

4.2                                 TrusteeMakes No Representation.  The Trusteemakes no representation as to the validity or sufficiency of this EighthSupplemental Indenture, or for or in respect of the recitals contained herein.

4.3                                 Counterparts.  The parties may sign any number of copies ofthis Eighth Supplemental Indenture.  Eachsigned copy shall be an original, but all of them together represent the sameagreement.

4.4                                 Effectof Headings.  The Article and Sectionheadings herein are for convenience only and shall not affect the constructionthereof.

4.5           Conflict with TIA.  If any provision of this Eighth SupplementalIndenture limits, qualifies or conflicts with any provision of the TIA, that isrequired under the TIA to be part of and govern any provision of this EighthSupplemental Indenture, the provision of the TIA shall control.  If any provision of this Eighth SupplementalIndenture modifies or excludes any provision of the TIA that may be so modifiedor excluded, the provisions of the TIA shall be deemed to apply to the Indentureas so modified or to be excluded by this Eighth Supplemental Indenture, as thecase may be.

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4.6                                 Severability.  In case any provision of this EighthSupplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

4.7                                 NoThird Party Beneficiaries.  Nothingin this Eighth Supplemental Indenture, the Indenture, or the Notes, express orimplied, shall give to any Person, other than the parties hereto and theretoand their successors hereunder and thereunder, and the Holders of the Notes,any benefit of any legal or equitable right, remedy or claim under theIndenture, this Eighth Supplemental Indenture or the Notes.

[*remainder of page left intentionally blank*]

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IN WITNESS WHEREOF, theparties hereto have caused this Eighth Supplemental Indenture to be dulyexecuted as of the date first above written.

 
|        | Company:      |
|--------|---------------|
|   |          |
|   | CASCADES INC. |
|   |          |
|   |          |   |
|   | By:           | /s/ Robert F. Hall |
|   |          | Name: | Robert F. Hall |
|   |          | Title: | Vice President, Legal Affairs and |
|   |          |   | Corporate Secretary |

 
|        | New Subsidiary Guarantor: |
|--------|---------------------------|
|   |                      |

 
|        | CASCADES TISSUE GROUP MARYLAND LLC |
|--------|------------------------------------|
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Nathalie Théberge |
|   |                               | Name: | Nathalie Théberge |
|   |                               | Title: | Assistant Secretary |

 

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|        | Existing Subsidiary Guarantors:                |
|--------|------------------------------------------------|
|   |                                           |
|   | CASCADES BOXBOARD GROUP INC.                   |
|   | CASCADES BOXBOARD U.S., INC.                   |
|   | CASCADES CANADA INC.                           |
|   | CASCADES DIAMOND, INC.                         |
|   | CASCADES FINE PAPERS GROUP INC.                |
|   | CASCADES FINE PAPERS GROUP THUNDER BAY INC.    |
|   | CASCADES NOVA SCOTIA COMPANY                   |
|   | CASCADES TRANSPORT INC.                        |
|   | CONFERENCE CUP LTD.                            |
|   | DOPACO, INC.                                   |
|   | DOPACO CANADA, INC.                            |
|   | GARVEN INCORPORATED                            |
|   | KINGSEY FALLS INVESTMENTS INC.                 |
|   | RABOTAGE LEMAY INC.                            |
|   | SCIERIE LEMAY INC.                             |
|   | CASCADES TISSUE GROUP — PICKERING INC.    |
|   | 3815285 CANADA INC.                            |
|   | 3815315 CANADA INC.                            |
|   | 6265642 CANADA INC.                            |
|   | CASCADES BOXBOARD GROUP — CONNECTICUT LLC |

 
|        | By:    | /s/ Robert F. Hall |
|--------|--------|--------------------|
|   |   | Name:              | Robert F. Hall |
|   |   | Title:             | Secretary or Assistant Secretary |

 
|        | CASCADES AUBURN FIBER INC.                   |
|--------|----------------------------------------------|
|   | CASCADES DELAWARE LLC                        |
|   | CASCADES FINE PAPERS GROUP (SALES) INC.      |
|   | CASCADES FINE PAPERS GROUP (USA) INC.        |
|   | CASCADES MOULDED PULP, INC.                  |
|   | CASCADES PLASTICS INC.                       |
|   | 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.    |

 

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|        | CASCADES TISSUE GROUP - SALES INC.     |
|--------|----------------------------------------|
|   | CASCADES TISSUE GROUP - TENNESSEE INC. |
|   | CASCADES TISSUE GROUP - WISCONSIN INC. |
|   | CASCADES USA INC.                      |
|   | W.H. SMITH PAPER CORPORATION           |

 
|        | By:    | /s/ Nathalie Théberge |
|--------|--------|----------------------------|
|   |   | Name:                      | Nathalie Théberge |
|   |   | Title:                     | Assistant Secretary |

 
|        | DOPACO LIMITED PARTNERSHIP |
|--------|----------------------------|
|   | DOPACO PACIFIC LLC         |

 
|        | By:    | /s/ Lois A. Meeth                     |
|--------|--------|---------------------------------------|
|   |   | Name:                                 | Lois A. Meeth |
|   |   | Title:                                | Secretary for Dopaco Pacific LLC and |
|   |   | Secretary for Dopaco Pacific LLC, the |
|   |   | General Partner of Dopaco Limited     |
|   |   | Partnership                           |

 

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|        | Trustee:             |
|--------|----------------------|
|   |                 |
|   | THE BANK OF NEW YORK |
|   |                 |
|   |                 |
|   | By:                  | /s/ Lesley Daley |
|   |                 | Name: | Lesley Daley |
|   |                 | Title: | Assistant Vice President |

 

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