-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKMsdXvK+OyT5OwzgJG3pTR5EloKBYGDZJGK/4NdnHK177UCdUp9lPKXmn6iN90u xbbXMOii49y5XRYNwn6Oqg== 0000950123-10-037024.txt : 20100422 0000950123-10-037024.hdr.sgml : 20100422 20100422112219 ACCESSION NUMBER: 0000950123-10-037024 CONFORMED SUBMISSION TYPE: F-4 PUBLIC DOCUMENT COUNT: 61 FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES FINE PAPERS GROUP INC CENTRAL INDEX KEY: 0001225526 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-36 FILM NUMBER: 10763658 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES FINE PAPERS GROUP USA INC CENTRAL INDEX KEY: 0001225528 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-35 FILM NUMBER: 10763657 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP NEW YORK INC CENTRAL INDEX KEY: 0001225535 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-25 FILM NUMBER: 10763647 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP NORTH CAROLINA INC CENTRAL INDEX KEY: 0001225538 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-24 FILM NUMBER: 10763646 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP IFC DISPOSABLES INC CENTRAL INDEX KEY: 0001225542 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-28 FILM NUMBER: 10763650 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP OREGON INC CENTRAL INDEX KEY: 0001225543 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-23 FILM NUMBER: 10763645 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP PENNSYLVANIA INC CENTRAL INDEX KEY: 0001225545 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-22 FILM NUMBER: 10763644 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP WISCONSIN INC CENTRAL INDEX KEY: 0001225547 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-19 FILM NUMBER: 10763641 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES BOXBOARD U S INC CENTRAL INDEX KEY: 0001225563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-41 FILM NUMBER: 10763663 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES AUBURN FIBER INC CENTRAL INDEX KEY: 0001225567 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-43 FILM NUMBER: 10763665 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES MOULDED PULP INC CENTRAL INDEX KEY: 0001225577 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-34 FILM NUMBER: 10763656 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES PLASTICS INC CENTRAL INDEX KEY: 0001225579 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-32 FILM NUMBER: 10763654 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC FINANCE US INC CENTRAL INDEX KEY: 0001253515 IRS NUMBER: 161610730 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-09 FILM NUMBER: 10763631 MAIL ADDRESS: STREET 1: 752 SHERBROOKE STREET STREET 2: WEST MONTREAL QUEBEC CITY: CANADA H3A 1G1 STATE: E6 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC HOLDING US INC CENTRAL INDEX KEY: 0001253516 IRS NUMBER: 161610733 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-08 FILM NUMBER: 10763630 MAIL ADDRESS: STREET 1: 752 SHERBROOKE STREET STREET 2: WEST MONTREAL QUEBEC CITY: CANADA H3A 1G1 STATE: E6 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC INDUSTRIES INC CENTRAL INDEX KEY: 0001253517 IRS NUMBER: 161306807 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-07 FILM NUMBER: 10763629 MAIL ADDRESS: STREET 1: 752 SHERBROOKE STREET STREET 2: WEST MONTREAL QUEBEC CITY: CANADA H3A 1G1 STATE: E6 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC NEW YORK CITY INC CENTRAL INDEX KEY: 0001253519 IRS NUMBER: 111363670 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-04 FILM NUMBER: 10763626 MAIL ADDRESS: STREET 1: 752 SHERBROOKE STREET STREET 2: WEST MONTREAL QUEBEC CITY: CANADA H3A 1G1 STATE: E6 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC SCHENECTADY INC CENTRAL INDEX KEY: 0001253520 IRS NUMBER: 481307248 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-03 FILM NUMBER: 10763625 MAIL ADDRESS: STREET 1: 752 SHERBROOKE STREET STREET 2: WEST MONTREAL QUEBEC CITY: CANADA H3A 1G1 STATE: E6 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES PAPERBOARD INTERNATIONAL INC CENTRAL INDEX KEY: 0001049190 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-33 FILM NUMBER: 10763655 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 8193635100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FORMER COMPANY: FORMER CONFORMED NAME: CASCADES BOXBOARD GROUP INC DATE OF NAME CHANGE: 20020703 FORMER COMPANY: FORMER CONFORMED NAME: PAPERBOARD INDUSTRIES INTERNATIONAL INC DATE OF NAME CHANGE: 19971106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES INC CENTRAL INDEX KEY: 0001225525 STANDARD INDUSTRIAL CLASSIFICATION: PAPERS & ALLIED PRODUCTS [2600] IRS NUMBER: 980140192 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235 FILM NUMBER: 10763622 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES SPG SALES INC CENTRAL INDEX KEY: 0001225530 IRS NUMBER: 141685880 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-31 FILM NUMBER: 10763653 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 8193635100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FORMER COMPANY: FORMER CONFORMED NAME: CASCADES FINE PAPERS GROUP SALES INC DATE OF NAME CHANGE: 20030402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP - ARIZONA INC CENTRAL INDEX KEY: 0001225541 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-29 FILM NUMBER: 10763651 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819 363 5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FORMER COMPANY: FORMER CONFORMED NAME: CASCADES TISSUE GROUP CALIFORNIA INC DATE OF NAME CHANGE: 20030402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC NEW ENGLAND INC CENTRAL INDEX KEY: 0001253518 IRS NUMBER: 042281071 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-06 FILM NUMBER: 10763628 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 8193635100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FORMER COMPANY: FORMER CONFORMED NAME: NORAMPAC LEOMINSTER INC DATE OF NAME CHANGE: 20030711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades Delaware LLC CENTRAL INDEX KEY: 0001322330 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-39 FILM NUMBER: 10763661 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades Canada Inc. CENTRAL INDEX KEY: 0001322331 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-40 FILM NUMBER: 10763662 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades Tissue Group-Sales Inc. CENTRAL INDEX KEY: 0001322333 IRS NUMBER: 113726050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-21 FILM NUMBER: 10763643 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades Tissue Group-Tennessee Inc. CENTRAL INDEX KEY: 0001322334 IRS NUMBER: 680554988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-20 FILM NUMBER: 10763642 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades Transport Inc. CENTRAL INDEX KEY: 0001322335 IRS NUMBER: 980417452 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-18 FILM NUMBER: 10763640 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conference Cup Ltd. CENTRAL INDEX KEY: 0001322336 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-16 FILM NUMBER: 10763638 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cascades USA Inc. CENTRAL INDEX KEY: 0001322337 IRS NUMBER: 680592968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-17 FILM NUMBER: 10763639 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Garven INC CENTRAL INDEX KEY: 0001322339 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-11 FILM NUMBER: 10763633 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kingsey Falls Investments Inc. CENTRAL INDEX KEY: 0001322340 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-10 FILM NUMBER: 10763632 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dopaco, Inc. CENTRAL INDEX KEY: 0001322343 IRS NUMBER: 232106485 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-15 FILM NUMBER: 10763637 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dopaco Canada, Inc. CENTRAL INDEX KEY: 0001322344 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-14 FILM NUMBER: 10763636 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dopaco Limited Partnership CENTRAL INDEX KEY: 0001322345 IRS NUMBER: 232925650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-13 FILM NUMBER: 10763635 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dopaco Pacific LLC CENTRAL INDEX KEY: 0001322346 IRS NUMBER: 232914117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-12 FILM NUMBER: 10763634 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: W.H. Smith Paper CORP CENTRAL INDEX KEY: 0001322418 IRS NUMBER: 141077370 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-02 FILM NUMBER: 10763624 BUSINESS ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: 819-363-5100 MAIL ADDRESS: STREET 1: C/O CASCADES INC. STREET 2: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES BOXBOARD GROUP--CONNECTICUT LLC CENTRAL INDEX KEY: 0001490057 IRS NUMBER: 980494081 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-42 FILM NUMBER: 10763664 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819) 363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES ENERGY INITIATIVE INC. CENTRAL INDEX KEY: 0001490058 IRS NUMBER: 205658058 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-38 FILM NUMBER: 10763660 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TISSUE GROUP--MARYLAND LLC CENTRAL INDEX KEY: 0001490059 IRS NUMBER: 205387970 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-27 FILM NUMBER: 10763649 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES TENDERCO INC. CENTRAL INDEX KEY: 0001490060 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-30 FILM NUMBER: 10763652 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC EXPORT SALES CORP. CENTRAL INDEX KEY: 0001490061 IRS NUMBER: 202712697 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-05 FILM NUMBER: 10763627 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 7251637 CANADA INC. CENTRAL INDEX KEY: 0001490062 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-01 FILM NUMBER: 10763623 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAMPAC DELAWARE LLC CENTRAL INDEX KEY: 0001490063 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-26 FILM NUMBER: 10763648 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819)363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASCADES ENVIROPAC HPM LLC CENTRAL INDEX KEY: 0001490072 IRS NUMBER: 260309100 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166235-37 FILM NUMBER: 10763659 BUSINESS ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 BUSINESS PHONE: (819) 363-5100 MAIL ADDRESS: STREET 1: 404 MARIE-VICTORIN BLVD. CITY: KINGSEY FALLS STATE: A8 ZIP: J0A 1B0 F-4 1 y83788fv4.htm FORM F-4 fv4
Table of Contents

As filed with the Securities and Exchange Commission on April 22, 2010
Registration No. 333-      
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form F-4
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
Cascades Inc.
(Exact name of registrant as specified in its charter)
 
         
Québec, Canada
(State or other jurisdiction of
incorporation or organization) 		  2600
(Primary Standard
Industrial Classification
Code Number) 		  98-0140192
(I.R.S. Employer
Identification No.)
 
 
 
 
404 Marie-Victorin Blvd.
Kingsey Falls, Québec, Canada J0A 1B0
(819) 363-5100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
 
 
Robert F. Hall
Vice President, Legal Affairs and Corporate Secretary
404 Marie-Victorin Blvd.
Kingsey Falls, Québec, Canada J0A 1B0
(819) 363-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
 
J. Eric Maki
Jones Day
222 East 41st Street
New York, New York 10017-6702
(212) 326-3939
 
 
 
 
Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective.
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o
 
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
 		    Proposed Maximum
 		    Amount of
Title of Each Class of
 		    Amount to be
 		    Offering
 		    Aggregate
 		    Registration
Securities to be Registered     Registered     Price per Unit(1)     Offering Price(1)     Fee(2)
73/4% Senior Notes due 2017
    $500,000,000     100%     $500,000,000     $35,650
Guarantee of 73/4% Notes Due 2017(3)
    —     —     —     $0(4)
77/8% Senior Notes due 2020
    $250,000,000     100%     $250,000,000     $17,825
Guarantee of 77/8% Notes Due 2020(3)
    —     —     —     $0(4)
Total Registration Fee
    —     —     —     $53,475
                         
 
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f).
 
(2) The registration fee was calculated under Rule 457(f)(2).
 
(3) See inside facing page for additional registrant guarantors.
 
(4) Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 

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TABLE OF ADDITIONAL REGISTRANTS
 
             
    State or Other
 		       
    Jurisdiction of
 		  Primary Standard
 		  IRS Employer
Exact Name of Registrant as Specified
 		  Incorporation or
 		  Industrial Classification
 		  Identification
in its Charter(1)
  Organization   Code Number   Number
 
Cascades Auburn Fiber Inc. 
  Delaware   2600   01-0518538
Cascades Boxboard Group — Connecticut LLC
  Delaware   2600   98-0494081
Cascades Boxboard U.S., Inc. 
  Delaware   2600   52-2052689
Cascades Canada Inc. 
  Canada   2600   98-0454050
Cascades Delaware LLC
  Delaware   2600   Not Applicable
Cascades Energy Initiative Inc. 
  Delaware   2600   20-5658058
Cascades Enviropac HPM LLC
  Delaware   2600   26-0309100
Cascades Fine Papers Group Inc. 
  Canada   2600   98-0621269
Cascades Fine Papers Group (USA) Inc. 
  New York   2600   52-1291428
Cascades Moulded Pulp, Inc. 
  North Carolina   2600   56-1522825
Cascades Paperboard International Inc. 
  Canada   2600   Not Applicable
Cascades Plastics Inc. 
  Delaware   2600   43-1888636
Cascades SPG Sales Inc. 
  Delaware   2600   14-1685880
Cascades Tissue Group — Arizona Inc. 
  Delaware   2600   45-0470187
Cascades Tissue Group — IFC Disposables Inc.
  Tennessee   2600   62-1454515
Cascades Tissue Group — Maryland LLC
  Delaware   2600   20-5387970
Cascades Tissue Group — New York Inc. 
  Delaware   2600   45-0470185
Cascades Tissue Group — North Carolina Inc. 
  North Carolina   2600   56-1374538
Cascades Tissue Group — Oregon Inc. 
  Delaware   2600   82-0543336
Cascades Tissue Group — Pennsylvania Inc. 
  Delaware   2600   23-3091814
Cascades Tissue Group — Sales Inc. 
  Delaware   2600   11-3726050
Cascades Tissue Group — Tennessee Inc. 
  Delaware   2600   68-0554988
Cascades Tissue Group — Wisconsin Inc. 
  Delaware   2600   52-2338207
Cascades Tenderco Inc. 
  Canada   2600   Not Applicable
Cascades Transport Inc. 
  Canada   2600   98-0417452
Cascades USA Inc. 
  Delaware   2600   68-0592968
Conference Cup Ltd. 
  Ontario, Canada   2600   Not Applicable
Dopaco, Inc. 
  Pennsylvania   2600   23-2106485
Dopaco Canada, Inc. 
  Canada   2600   Not Applicable
Dopaco Limited Partnership
  Delaware   2600   23-2925650
Dopaco Pacific LLC
  Delaware   2600   23-2914117
Garven Incorporated
  Ontario, Canada   2600   Not Applicable
Kingsey Falls Investments Inc. 
  Canada   2600   Not Applicable
Norampac Delaware LLC
  Delaware   2600   Not Applicable
Norampac Export Sales Corp. 
  Nevada   2600   20-2712697
Norampac Finance US Inc. 
  Delaware   2600   16-1610730
Norampac Holding US Inc. 
  Delaware   2600   16-1610733
Norampac Industries Inc. 
  New York   2600   16-1306807
Norampac New England Inc. 
  Massachusetts   2600   04-2281071
Norampac New York City Inc. 
  New York   2600   11-1363670
Norampac Schenectady Inc. 
  New York   2600   48-1307248
W.H. Smith Paper Corporation
  New York   2600   14-1077370
7251637 Canada Inc. 
  Canada   2600   Not Applicable
 
 
(1) The address and telephone number for each of the additional registrants is 404 Marie-Victorin Blvd., Kingsey Falls, Québec, Canada J0A 1B0, Telephone:(819) 363-5100

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such State.
 
SUBJECT TO COMPLETION, DATED APRIL 22, 2010
 
PRELIMINARY PROSPECTUS
 
(CASCADES INC LOGO)
 
Cascades Inc.
 
     
Offer to exchange up to US$500,000,000
Aggregate Principal Amount of Newly
Issued 73/4% Senior Notes due 2017

For

a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017
issued in December 2009
  
Offer to exchange up to US$250,000,000
Aggregate Principal Amount of Newly
Issued 77/8% Senior Notes due 2020

For

a Like Principal Amount of Outstanding
Restricted 77/8% Senior Notes due 2020
issued in December 2009
 
 
 
 
On December 3, 2009 and December 23, 2009, we issued US$500.0 million restricted 73/4% Senior Notes due 2017 and US$250.0 million restricted 77/8% Senior Notes due 2020, respectively, in private placements. We refer to these collectively as the “original notes.”
 
We are offering to exchange new 73/4% Senior Notes due 2017 and 77/8% Senior Notes due 2020 (collectively the “exchange notes”) for our outstanding restricted 73/4% Senior Notes due 2017 and 77/8% Senior Notes due 2020, respectively. We sometimes refer to the original notes and the exchange notes in this prospectus together as the “notes.” The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act of 1933 (the “Securities Act”), and the transfer restrictions and registration rights and related special interest provisions applicable to the original notes will not apply to the exchange notes. Each series of exchange notes will be part of the same series of corresponding original notes and issued under the same applicable indenture. The exchange notes will be exchanged for original notes of the corresponding series in integral multiples of $1,000 principal amount. We will not receive any proceeds from the issuance of exchange notes in the exchange offer.
 
You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.
 
The exchange offer expires at 9:00 a.m. New York City time, on          , 2010, unless extended, which we refer to as the expiration date.
 
We do not intend to list the exchange notes on any securities exchange or to seek approval through any automated quotation system, and no active public market for the exchange notes is anticipated.
 
 
 
 
Each broker-dealer that receives exchange notes for its own account pursuant to the registered exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where the original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with these resales. See “Plan of Distribution.”
 
 
 
 
You should consider carefully the risk factors beginning on page 22 of this prospectus before deciding to participate in the exchange offer.
 
Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other similar authority has approved these notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is          , 2010

 

 
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Related Party Transactions and Other Material Contracts
       
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Notice to Investors
       
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 EX-3.4
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 EX-23.1
 EX-25.1
 EX-99.1
 EX-99.2
 EX-99.3
 EX-99.4
 EX-99.5
 
 
 
 
You should rely only on the information contained or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus and that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.
 
The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The original notes have been issued pursuant to the exemption from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to an exemption therefrom.
 
Until 90 days after the expiration date, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments and subscriptions and pursuant to the commitment to deliver a prospectus in connection with resales of exchange notes.

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PRESENTATION OF FINANCIAL INFORMATION
 
Our consolidated financial statements incorporated by reference into this prospectus have been prepared in accordance with accounting principles generally accepted in Canada, or Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and accounting principles generally accepted in the United States, or U.S. GAAP, as they relate to our financial statements, see Note 22 to our audited consolidated financial statements for the year ended December 31, 2009, which are incorporated by reference into this prospectus. We prepare our financial statements in Canadian dollars. In this prospectus, references to Canadian dollars, Cdn$ or $ are to the currency of Canada and references to U.S. dollars or US$ are to the currency of the United States. For information on the historical exchange rates of U.S. dollars per Cdn$1.00, see “Exchange Rate Data and Exchange Controls.”
 
NON-GAAP FINANCIAL MEASURES
 
We use the term Operating Income before Depreciation and Amortization (excluding specific items), or “OIBD (excluding specific items)”, which is a non-GAAP measure within the meaning of the rules and regulations issued by the SEC with respect to the use of non-GAAP measures. OIBD (excluding specific items) is a non-GAAP measure and excludes charges that we consider to be unusual. Specific items include charges for impairment of assets, charges for facility or machine closures, debt restructuring charges, gain or loss on sale of business units, unrealized gain or loss on financial instruments that do not qualify for hedge accounting and other significant items of an unusual nature. OIBD (excluding specific items) is a measure of performance that is used by management of Cascades Inc. to assess the operating and financial performance of Cascades Inc.’s operating segments. This measure does not represent, and should not be used as, a substitute for net earnings or cash flows from operating activities as determined in accordance with GAAP. For further information regarding OIBD (excluding specific items) and a reconciliation of OIBD (excluding specific items) to net earnings and net cash provided by (used in) operating activities (the most comparable GAAP measures), see Footnote 2 to “Summary — Summary Historical Financial Information” and “Selected Historical Consolidated Financial Information.”
 
MARKET AND INDUSTRY DATA AND FORECASTS
 
Market and industry data and other statistical information and forecasts contained or incorporated by reference in this prospectus are based on independent industry publications, government publications and reports by market research firms or other published independent sources, such as Resource Information Systems Inc., or RISI. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. Although we believe that these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness. Forecasts are particularly likely to be inaccurate, especially over long periods of time.
 
FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements include information concerning possible or assumed future results of operations, capital expenditures, the outcome of pending legal proceedings and claims, goals and objectives for future operations, including descriptions of our business strategies and purchase commitments from customers, among other things. These statements are typically identified by words such as “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate” and similar expressions. We base these statements on particular assumptions that we have made in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read and consider the information in this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Factors that could cause future results to differ from results contemplated by forward-looking statements include the following:
 
  •  cyclical fluctuations in demand for, and the prices of, our products;
 
  •  our raw material and energy costs;


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  •  our exposure to significant competition, including competition with firms that may enjoy cost advantages or economies of scale;
 
  •  compliance costs associated with environmental laws and regulations, including unforeseen expenditures as a result of environmental liabilities;
 
  •  casualty or other losses that are not fully covered by insurance;
 
  •  labor disputes, work stoppages or increased labor costs;
 
  •  difficulty recouping our investments in joint ventures or other companies that we do not control;
 
  •  difficulties associated with acquiring companies, or integrating acquired companies, as part of our growth strategy;
 
  •  the impairment of our goodwill or other intangible assets;
 
  •  changes in the control of our equity capital, changes in strategy or management brought about by our existing shareholders or similar changes relating to our control and management;
 
  •  our inability to retain key personnel or attract and retain other talented employees; and
 
  •  fluctuations in currency exchange rates.
 
Although we believe that our forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in, or incorporated by reference into this prospectus will in fact transpire. We make no commitment to update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made, except as required by law.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual and current reports and other information with the SEC under Section 15(d) of the Exchange Act. These reports and other information are available for reading and copying at the SEC Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains an Internet site at http://www.sec.gov that contains the registration statement and the reports and other information that we file electronically with the SEC. As a foreign private issuer, however, we are exempt from the rule under the Securities Exchange Act of 1934, as amended, prescribing the furnishing and content of proxy statements to shareholders. Because we are a foreign private issuer, we, our directors and our officers are also exempt from the short swing profit recovery provisions of Section 16 of the Exchange Act.
 
We file annual, quarterly and current reports, proxy statements and other information with the Québec Securities Commission and the other securities commissions throughout Canada. You may inspect copies of such materials at the public reference room maintained by the Québec Securities Commission, also known as L’Autorité des Marchés Financiers, located at 800 Square Victoria, 22nd Floor, Stock Exchange Tower, Montreal, Québec, H4Z 1G3. Please call L’Autorité des Marchés Financiers at 1-800-361-5072 for more information on the public reference room. You can also find information on the website maintained through the System for Electronic Document Analysis and Retrieval (the SEDAR system) at http://www.sedar.com. Such reports, proxy statements and other documents and information concerning us are also available for inspection at the offices of the Toronto Stock Exchange located at 130 King Street West, 3rd Floor, Toronto, Ontario, M5X 1J2.


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INCORPORATION BY REFERENCE
 
We incorporate by reference the documents listed below that we have filed with the SEC (File No. 1-10582) under the Securities Exchange Act of 1934, as well as any filing that we make with the SEC on or after the date of this prospectus (unless such filing expressly states that it is not incorporated by reference herein) until the expiration of the exchange offer:
 
  •  Our Annual Report on Form 40-F for the year ended December 31, 2009, filed on March 30, 2010; and
 
  •  Our Reports of Foreign Private Issuer on Form 6-K, filed on March 1, 2010, March 5, 2010, March 11, 2010 and March 30, 2010.
 
Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part of this prospectus, except as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus.
 
The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference. We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus, or any of the other documents that we have filed with L’Autorité des Marchés Financiers or the Toronto Stock Exchange or otherwise referred to in this prospectus, other than the exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to:
 
Cascades Inc.
404 Marie-Victorin Blvd.
P.O. Box 30
Kingsey Falls, Québec,
Canada J0A 1B0
Attention: Robert F. Hall
 
In order to receive timely delivery of any requested documents in advance of the expiration date of the exchange offer, you should make your request no later than          , 2010, which is five business days before you must make a decision regarding the exchange offer.


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This summary highlights key information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not to participate in the exchange offer. You should read this entire prospectus, including information incorporated by reference, before deciding to participate in the exchange offer.
 
Unless otherwise indicated or required by the context, as used in this prospectus, the terms “we,” “our” and “us” refer to Cascades Inc. and all of our subsidiaries and joint ventures that are consolidated under Canadian GAAP. Under Canadian GAAP, joint ventures are proportionately consolidated. When we refer to the “restricted group” in this prospectus, we are referring to Cascades Inc. and only those of our subsidiaries that are restricted subsidiaries under the indentures governing the notes, whether or not those subsidiaries have guaranteed the notes. The restricted group includes the guarantors and our non-guarantor subsidiaries incorporated outside of Canada and the United States, but excludes all of our joint ventures, minority investments and unrestricted subsidiaries.
 
Our Company
 
We are a diversified producer, converter and marketer of packaging and tissue products produced mainly from recycled fibers in Canada, the United States and Europe. We have leading market positions for many of our products. We believe that we benefit from product and geographic diversification and the relative demand stability of a number of our end markets. We also have integrated manufacturing capabilities that focus on the collection and processing of recycled papers and the manufacturing and converting of corrugated packaging containers, folding cartons, specialty paper products and tissue. We are committed to growing our environmentally sustainable products and developing new products for our customers through our research and development efforts. We operate more than 100 modern, flexible production facilities located in Canada, the United States and Europe and employ more than 12,400 employees. For the year ended December 31, 2009, our consolidated sales and OIBD (excluding specific items) were approximately $3.9 billion and $465 million, respectively.
 
We conduct our business principally through two operating segments: Packaging and Tissue Papers. Our operating results are reported through four reportable segments: Packaging — Boxboard Group, Packaging — Containerboard Group, Packaging — Specialty Products Group and Tissue Papers Group.
 
Boxboard Group: $1,313 million in sales (33% of total consolidated sales before inter-segment sales and corporate activities) for the year ended December 31, 2009
 
Our Boxboard Group is a vertically integrated manufacturer of premium coated boxboard for conversion into folding cartons and micro-flute packaging at our converting plants. Based on capacity, we are the largest coated recycled boxboard producer in Canada, the third largest coated recycled boxboard producer in North America, and, when taking into account our 36%-owned joint venture interest in Reno de Medici S.p.A, the second largest coated recycled boxboard producer in Europe. Excluding our interest in Reno de Medici S.p.A., approximately 75% of the Boxboard Group’s production of boxboard is produced from recycled fiber and approximately 25% is manufactured from virgin fiber. The production of Reno de Medici S.p.A. is produced entirely from recycled fiber. In North America, we obtain most of our supply of wastepaper through our own recovery network, as well as long-term agreements with independent suppliers.
 
In North America, we supply our boxboard to our folding carton converting plants. We are one of the leading producers of cups and folding cartons for quick-service restaurants in North America through our wholly owned subsidiary, Dopaco, Inc. As a manufacturer of folding cartons, we deliver a variety of products that are designed to meet our customers’ needs and we continually strive to improve our products through our research and development capabilities. In the North American folding boxboard sector, most of our demand comes from more stable end markets that are focused on food and consumer products, including beverages, dry food, frozen and perishable food, and health and beauty care. Our Boxboard Group operates 14 facilities in North America, 10 facilities in Europe (including facilities in which we have indirect interests through our joint venture interest in Reno de Medici S.p.A.) and employs more than 2,900 employees.


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Containerboard Group: $1,062 million in sales (27% of total consolidated sales before inter-segment sales and corporate activities) for the year ended December 31, 2009
 
Our Containerboard Group, conducting business under the name Norampac, is a leading manufacturer of containerboard and corrugated products principally in Canada and the United States. We are one of two leading containerboard manufacturers in Canada and are the sixth largest containerboard producer in North America based on capacity. We produce primarily linerboard and corrugating medium at our seven mills located in Canada, the United States and France. Our mills use a mix of virgin and recycled fiber to produce both standard and high-performance grades of virgin and recycled linerboard, semichemical and recycled corrugating medium and gypsum board in a wide range of basis weights. We also produce a wide variety of specialty and value-added products, such as white-top and coated linerboard and wrapper grades. For the year ended December 31, 2009, we converted approximately 66% of our North American containerboard production into corrugated products. The remaining containerboard production was sold to other converters in North America, Europe and other export markets.
 
Our network of 25 corrugated products converting plants, strategically located throughout Canada and the northeastern United States, produces a broad range of products for sale to both regional and national customers in a variety of industries, including the food, beverage and consumer products industries. For the year ended December 31, 2009, our corrugated plants shipped approximately 11.7 billion square feet of corrugated containers, including shipments of corrugated sheets to our own sheet plants. Our corrugated plants produce a wide range of products, from corrugated boxes and containers for shipping and packaging to specialty products, such as intricate die-cut irregular size boxes, moisture resistant wax-coated and wax impregnated boxes, corrugated pallets, protective packaging products and litho-laminated point-of-purchase displays. Our corrugated plants also provide customers with services such as graphic design and computer-aided sample making. Our corrugated plants purchase nearly all of their raw material needs directly from our mills. Our Containerboard Group operates 32 mills and corrugated products converting plants in North America and one mill in Europe, and employs more than 4,100 employees.
 
Specialty Products Group: $769 million in sales (19% of total consolidated sales before inter-segment sales and corporate activities) for the year ended December 31, 2009
 
Our Specialty Products Group is a manufacturer of specialty papers, industrial packaging and consumer product packaging, and a collector of recovery and recycling paper. We are one of the leading producers of recycled fine papers in North America. Our value-added products include uncoated board for industrial and papermill packaging, fine papers, kraft paper, backing for vinyl flooring, honeycomb packaging products, laminated boards, moulded pulp products, plastic products and de-inked pulp. We are one of the largest Canadian producers of honeycomb packaging products and polystyrene foam containers for food industry converters. We believe our products benefit from the growing demand for environmentally sourced products. We are focused on our clients’ needs by offering a wide variety of innovative and complementary products.
 
Through Cascades Recovery and our 73%-owned interest in Metro Waste Paper Recovery Inc., we are the largest recycled paper collector in Canada. We own or have interests in 19 recycled paper recovery centers in Canada and the United States that process and broker approximately 1.5 million short tons of recycled paper annually. In 2009, approximately 43% of this recycled paper was consumed by our mills and the rest was sold in the open market. Our extensive network of recycling facilities enables us to procure a reliable supply of raw material for our operations and offers us an optimal selection of different grades of paper. Additionally, we believe the technical knowledge that we have developed allows us to efficiently use a wide variety of recycled paper grades to produce our products. Our experience as both a seller and a consumer of recycled paper gives us market knowledge that allows us to better anticipate industry trends, enabling us to better manage our inventory levels and fiber costs. Our Specialty Products Group operates 43 facilities located in North America and Europe and employs more than 2,600 employees.
 
Tissue Papers Group: $840 million in sales (21% of total consolidated sales before inter-segment sales and corporate activities) for the year ended December 31, 2009
 
Our Tissue Papers Group is a manufacturer, converter and marketer of a wide variety of products mainly made from recycled fiber and intended for the commercial, industrial and retail markets. Based on capacity, we are the fourth largest tissue producer in North America. We also believe that we have one of the top-rated green tissue retail brand,


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Enviro® 100%, in Canada. In the retail market, our tissue products are principally marketed under private labels and under the label Cascades® in Canada, and Nature’s Choice®, Pert® and Best Value® in the United States. In the away-from-home market in North America, our product lines, including bathroom tissue, facial tissue, paper towels, paper hand towels, paper napkins and other related products are sold under the labels Decor®, Horizon®, North River® and Wiping Solutions®. In addition, we also sell parent rolls for bathroom tissue, paper towels, paper hand towels and specialty papers to a large number of converters. Our tissue manufacturing process emphasizes our environmental focus as our tissue paper products are manufactured from approximately 90% recycled materials, are certified to be chlorine-free and are produced with minimal water and energy consumption. Our Tissue Papers Group currently operates 17 manufacturing and converting facilities located in North America and employs close to 2,000 employees.
 
In August 2009, we acquired the tissue business of Atlantic Packaging, which increased our annual capacity of recycled tissue by 64,000 tons, while augmenting our converting capacity by close to 70,000 tons. The assets are all located in or close to Toronto, Ontario and the acquisition added 175 employees to our 1,700 person workforce.


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Business Organization
 
The following chart illustrates how we are organized operationally by segment, and within our Packaging segment, which contains our core business lines. The chart also shows a summary of our financial performance for the year ended December 31, 2009, and our leading market positions.
 
(FLOW CHART)
 
                                                                   
Financial Summary       Financial Summary       Financial Summary       Financial Summary       Financial Summary    
 
Sales
  $ 1,313       Sales   $ 1,062       Sales   $ 769       Sales   $ 840       Inter-segment sales   $ (107 )  
% of total
    33   %   % of total     27   %   % of total     19   %   % of total     21   %              
Operating
income 		  $ (8 )     Operating
income 		  $ 82       Operating
income 		  $ 40       Operating
income 		  $ 116       Operating
income (loss) 		  $ (16 )  
% of total
of income 		    (4 ) %   % of total     38   %   % of total     19   %   % of total     54   %   % of total     (7 ) %
OIBD(1)
  $ 115       OIBD(1)   $ 145       OIBD(1)   $ 74       OIBD(1)   $ 154       OIBD(1)   $ (23 )  
% of total
    25   %   % of total     31   %   % of total     16   %   % of total     33   %   % of total     (5 ) %
Net cash
provided by
(used in)
operating
activities 		  $ 41       Net cash
provided by
(used in)
operating
activities 		  $ 131       Net cash
provided by
(used in)
operating
activities 		  $ 65       Net cash
provided by
(used in)
operating
activities 		  $ 78       Net cash
provided by
(used in)
operating
activities 		  $ 42    
% of total
    11   %   % of total     37   %   % of total     18   %   % of total     22   %   % of total     12   %
 
                                 
Market Position
 
Market Position
 
Market Position
 
Market Position
   
 
•
  Largest CRB producer in Canada(3)   •   Leading containerboard producer in Canada   •   Leading honeycomb packaging producer in Canada   •   Top rated green tissue retail brand in Canada    
•
  Third largest CRB producer in North America(3)   •   Sixth largest containerboard producer in North America   •   Largest recycled paper collector in Canada   •   Second largest tissue producer in Canada    
•
  Second largest coated boxboard producer in Europe(4)           •   Leading producer of recycled fiber papers in North America   •   Fourth largest tissue producer in North America    
•
  Leading QSR folding carton producer in North America(5)                            
 
 
(1) Excluding specific items and before inter-segment sales and corporate activities.
 
(2) OIBD excludes specific items, as more fully described in Footnote 2 under “— Summary Historical Financial Information.”
 
(3) CRB — “Coated Recycled Boxboard.”
 
(4) Through our 36%-owned joint venture interest in Reno de Medici S.p.A.
 
(5) QSR — “Quick-Service Restaurant.”


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Our Industries
 
Cascades operates in large, highly competitive markets. Its products and services compete with similar products manufactured and distributed by others both domestically and globally. The success in its markets is influenced by many factors, including price, customer service, geographic location, the quality, breadth and performance characteristics of its products. Given Cascades’ products, integration level, markets and geographic diversification, they are well-positioned to compete in the packaging and tissue sectors.
 
According to RISI, the total U.S. coated recycled boxboard production for folding carton was approximately 2 million tons in 2009. Total coated recycled boxboard production for folding carton capacity in North America totalled approximately 2.3 million tons in 2009. The five largest manufacturers, Graphic Packaging International, RockTenn Company, Cascades Inc., Paperworks Industries, Inc. and Strathcona Paper, accounted for around 90% of total production capacity. Despite the economic downturn, U.S. demand for coated recycled boxboard improved in 2009. In fact, according to the Paper Packaging Council, more than 60% of the U.S. end demand for folding cartons comes from the food and beverage industries.
 
The containerboard market in North America had approximately 30.2 million tons of demand in 2009. Total containerboard production capacity in North America totalled approximately 35 million tons in 2009 and the five largest manufacturers, International Paper Company, Smurfit-Stone Container Corporation, Georgia-Pacific LLC, Temple-Inland, Inc. and Packaging Corporation of America, accounted for approximately 70% of total production capacity. Total U.S. containerboard production declined by 8% in 2009 as a result of the economic recession. However, while the containerboard market is cyclical and impacted by economic conditions, demand in that market tends to be more resilient given that approximately 80% of the end demand for corrugated boxes comes from non durable goods industries according to the Fibre Box Association.
 
The U.S. tissue paper market had approximately 8 million tons of demand in 2009. Total tissue production capacity in North America totalled approximately 8.5 million tons in 2009 and the five largest manufacturers, Georgia-Pacific LLC, Kimberly-Clark Corporation, Procter & Gamble Company, Cascades Inc. and Svenska Cellulosa Aktiebolaget (SCA), accounted for approximately 75% of total production capacity. The tissue paper market consists of both the retail and away-from-home markets. Shipments of retail and away-from-home tissue products totalled approximately 69% and 31%, respectively, of total U.S. tissue paper shipments in 2009. The tissue market is considered to be the most stable paper sector with demand in North America growing at a 2% compound annual growth rate since 1995.
 
Our Competitive Strengths
 
We believe our principal strengths include the following:
 
  •  Leading Market Positions with Environmentally Sustainable Product Focus.  With approximately 79% of our total consolidated sales (before inter-segment sales and corporate activities) for the year ended December 31, 2009 in our Packaging segment, we are one of the leaders in Canada and hold one of the leading market positions in the packaging industry in North America. We also are a leading producer of coated boxboard in Europe. We are the sole Canadian public company in Canada active in the tissue sector. We believe our leading market positions and our environmental focus give us an advantage over many of our competitors. We believe the demand for green products is growing and we are well-positioned to take advantage of the growing environmental trend due to our strengths and diversity of product offerings.
 
  •  Fully Integrated Recycling Solutions Provider.  We are an integrated manufacturer with both downstream recycled paper collection and processing capabilities and upstream manufacturing and converting operations. We have created a “closed-loop system” that enables us to manufacture our products efficiently for our customers. We continually look for opportunities to increase our integration to further ensure the supply of raw materials to our mills and grow the development of our environmentally sustainable products. In September 2009, we announced the acquisition of Yorkshire Paper Corporation and the Canadian assets of Sonoco Recycling. These acquisitions further strengthen our collection capabilities and enable us to more effectively manufacture our products.


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  •  Diversified Portfolio of Products, Markets and Geographic Locations.  We manufacture and sell a diversified portfolio of packaging, tissue and specialty paper products for commercial, industrial and retail end markets in Canada, the United States, Europe and other regions. Our customers include Fortune 500, medium and small-sized companies across a broad range of industries. We believe that our product, geographic and customer diversification help us maintain our operating performance through economic downturns and changing market conditions. The size and diversity of our operations also allow us to cost-effectively serve customers on a regional and multinational basis, reducing delivery times and enhancing customer service.
 
  •  Strong Presence in Consumer-Oriented End Markets.  Our paper packaging, tissue and specialty paper products are sold primarily to consumer-oriented end markets, which tend to be less sensitive to economic cycles. As a result, products sold to these markets tend to exhibit a greater degree of stability and predictability in demand and product prices than products sold to commercial or industrial-oriented end markets. Our participation in consumer-oriented end markets has increased with our focus on selling private label tissue products. We expect our presence in consumer-oriented end markets to continue to increase over the next several years given our strategic growth priorities and the integration of assets and operations that we acquire similar to our acquisition of Atlantic Packaging’s tissue division, a manufacturer of tissue paper made primarily from recycled fibers, that we completed on August 31, 2009.
 
  •  Strong and Sustainable Free Cash Flow.  We maintain favorable cost positions in our assets and have disciplined capital expenditure and acquisition programs. Since 1998, our businesses have generated, on average, $198 million of annual cash flows from operating activities from continuing operations. As demonstrated by the actions we took in 2008 and 2009 to improve our businesses, we are focused on improving profitability through cost reduction and production optimization.
 
  •  Strong Management and Progressive Corporate Culture.  We manage our operations using a decentralized structure, with each facility, business line and segment operating as a separate profit center. This structure places significant management, operational and financial responsibilities at each level of our business, subject to corporate level review and oversight. In addition, our employees and managers participate in profit sharing plans that link their compensation to the financial performance of their facility, business line or segment, as well as the performance of the consolidated company. We believe that our culture of individual accountability, which reaches every level of our business, and the potential for internal promotion have been instrumental in attracting and retaining qualified and dedicated personnel, improving our financial results and helping us maintain profitability through industry cycles. In particular, the members of our senior management team, led by Bernard, Laurent and Alain Lemaire, have an average of 24 years of tenure with us.
 
Our Strategy
 
We intend to continue to capitalize on our leading market positions and core competencies to drive profitable growth by emphasizing the following key strategies:
 
  •  Continue Our Leadership in “Green” Packaging, Specialty Products and Tissue Paper.  We are focused on product innovation in order to maintain our leadership position in environmentally-friendly products. We continually invest in research and development to develop new products for our customers. As a result of our efforts, we have been able to grow product sales of our green products. In 2009, sales of our Cascades® Brand 100% recycled tissue and our 100% recycled fine papers increased by more than 25% and 40%, respectively. We believe our technical knowledge of recycled fibers is a core competency and we plan to apply our knowledge to promote the greenest products and pursue a broad range of business development initiatives.
 
  •  Improve Efficiency and Reduce Costs.  Our goal is to create the best performing company with the most efficient assets in the packaging and tissue sectors. We have improved, and continue to improve, the cost structure of our segments and facilities through the sale or closure of underperforming mills and converting plants as well as investing in new technologies. Our focus on asset efficiency and cost reduction has recently helped turn around our Boxboard Group. For the year ended December 31, 2009, our Boxboard Group OIBD (excluding specific items) increased approximately 248% to $115 million from $33 million for the year


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  ended December 31, 2008. We plan to continue to invest and improve our asset base with the intention [to achieve a consolidated return on assets of 15% within 3 to 5 years.
 
  •  Increase Vertical Integration and Access to Recycled Fiber.  We plan to increase our converting integration, which is the percentage of our mill products that are used by our own converting operations to make finished products and our access to recycled fiber. We believe that increasing the degree to which our mills and converting operations are integrated will enable our mills to run at higher capacity utilization rates during all phases of the industry cycle. By increasing our access to recycled fiber, we are more assured of a dependable source of our most important raw material. In addition, increased access to recycled fiber allows us to more effectively control costs. We are focused on ensuring a steady, cost-effective supply of raw material to our mills while providing for the development of environmentally sustainable products.
 
  •  Maintain Disciplined Financial Management.  We employ a disciplined approach to acquisitions, capital expenditures and managing debt levels. Our strategy, combined with a favorable cost environment, has enabled us to lower our net leverage ratio (which we define as net debt (total debt less cash and cash equivalents) divided by OIBD (excluding specific items)) to 3.3x as of December 31, 2009, the lowest ratio since 2002. Our objective is to improve our financial flexibility by restoring our debt ratios and share value to levels comparable to those at year-end 2002 by December 2011 through improved profitability and reduced indebtedness.
 
  •  Pursue Strategic Acquisitions.  We evaluate on an ongoing basis various opportunities to participate in acquisitions of assets, businesses and activities that complement our existing assets, businesses or activities. We believe that our pursuit of these opportunities, if successful, will enable us to increase the size and scope of our businesses. We also believe that strategic acquisitions will provide us opportunities to improve productivity, reduce costs and ultimately improve profitability.
 
Corporate Information
 
Shares of our common stock trade on the Toronto Stock Exchange under the ticker symbol “CAS.” We are a corporation domiciled in the Province of Québec, Canada and operate under the Québec Companies Act. Our head office and corporate offices are located at 404 Marie-Victorin Boulevard, Kingsey Falls, Québec, Canada J0A 1B0, and our telephone number is (819) 363-5100. We also have executive offices located at 772 Sherbrooke Street West, Suite 100, Montreal, Québec, H3A 1G1. We maintain a website at www.cascades.com. The information on our website is not a part of this prospectus, and you should rely only on the information contained in or incorporated by reference into this prospectus when deciding whether to participate in the exchange offer.


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THE EXCHANGE OFFER
 
The Exchange Offer We are offering to exchange up to (i) US$500,000,000 aggregate principal amount of our registered 73/4% Senior Notes due 2017 (the “new 2017 notes”) for an equal principal amount of our outstanding restricted 73/4% Senior Notes due 2017 (the “original 2017 notes”) that were issued in December 2009, and (ii) US$250,000,000 aggregate principal amount of our registered 77/8% Senior Notes due 2020 (the “new 2020 notes,” and together with the new 2017 notes, the “exchange notes”) for an equal principal amount of our outstanding restricted 77/8% Senior Notes due 2020 (the “original 2020 notes,” and together with the original 2017 notes, the “original notes”) that were issued in December 2009. The terms of each series of exchange notes are identical in all material respects to those of the corresponding series of original notes, except for transfer restrictions and registration rights and related special interest provisions relating to the original notes. Each series of exchange notes will be of the same class as the corresponding series of outstanding original notes. Holders of original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.
 
Purpose of the Exchange Offer The exchange notes are being offered to satisfy our obligations under the respective registration rights agreements entered into at the time we issued and sold the original 2017 notes and the original 2020 notes.
 
Expiration Date; Withdrawal of Tenders The exchange offer will expire at 9:00 a.m., New York City time, on          , 2010, or on a later date and time to which we extend it (the “expiration date”). Tenders of original notes in the exchange offer may be withdrawn at any time prior to the expiration date. The exchange date will be as soon as practicable following the expiration date. Any original notes that are not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
 
Procedures for Tendering Original Notes Each holder of original notes wishing to participate in the exchange offer must complete, sign and date the accompanying letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the original notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Original notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the original notes to the exchange agent’s account at DTC is delivered in a timely fashion. See “The Exchange Offer — Procedures for Tendering Original Notes.”
 
Conditions to the Exchange Offer The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes of either series being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. In addition, the exchange offer is subject to other conditions and regulatory approvals, as further discussed under “The Exchange Offer — Conditions to the Exchange Offer.” We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.


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Exchange Agent The Bank of Nova Scotia Trust Company of New York.
 
U.S. Federal Income Tax Considerations Your exchange of an original note of either series for an exchange note of the corresponding series will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding original note surrendered. See “Important U.S. and Canadian Tax Considerations.”
 
Risk Factors You should consider carefully the risk factors beginning on page 22 of this prospectus before deciding to participate in the exchange offer.


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THE EXCHANGE NOTES
 
The terms of the exchange notes of each series are identical in all material aspects to those of the corresponding series of original notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the original notes that do not apply to the exchange notes.
 
The New 2017 Notes
 
Issuer Cascades Inc., a company organized under the Companies Act (Québec).
 
Notes Offered US$500,000,000 aggregate principal amount of 73/4% Senior Notes due 2017. The new 2017 notes offered hereby will be of the same class as the original 2017 notes.
 
Maturity Date The new 2017 notes will mature on December 15, 2017.
 
Interest Payment Dates Interest will be paid on the new 2017 notes in cash semi-annually in arrears on June 15 and December 15 of each year from the most recent date on which interest on the original 2017 notes has been paid, or if no interest has been paid, from June 15, 2010.
 
Guarantees The new 2017 notes will be guaranteed by each of our existing and any future Canadian and U.S. restricted subsidiaries. The new 2017 notes will not be guaranteed by our subsidiaries outside Canada and the United States or by any of our joint ventures, minority interests or unrestricted subsidiaries.
 
Ranking The new 2017 notes will be unsecured senior obligations and will rank equally with all of our other unsecured senior debt, including our 71/4% Senior Notes due 2013, our 63/4% Senior Notes due 2013, the 73/4% Senior Notes due 2016 that we issued on December 3, 2009, the new 2020 notes and any original notes that are not exchanged for new notes in the exchange offer. The new 2017 notes will be senior in right of payment to all of our subordinated debt. As of December 31, 2009, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, we had approximately $1,552 million of debt outstanding, approximately $304 million of which was secured. This debt includes (i) obligations under capital leases and (ii) our proportionate share of debt of our joint ventures, minority interests and unrestricted subsidiaries of approximately $105 million (which is non-recourse to us), and which is included in our consolidated financial statements under Canadian GAAP, but excludes (iii) undrawn commitments under the revolving portion of our credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving portion of our credit facility. Any additional amounts drawn under the credit facility would be secured.
 
The guarantees of the new 2017 notes will be unsecured senior obligations of each subsidiary guarantor and will rank equally with all other unsecured senior debt of the subsidiary guarantor. The guarantees will be senior in right of payment to all of the subordinated debt of each subsidiary guarantor. As of December 31, 2009, the subsidiary guarantors had approximately $52 million of debt outstanding, not including the guarantees of our outstanding notes or our subsidiaries’ obligations under our credit facility, approximately


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$45 million of which was secured. This debt includes obligations under capital leases.
 
As of December 31, 2009, our non-guarantor subsidiaries had outstanding approximately $106 million of debt, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the new 2017 notes offered hereby. In addition, our proportionate share of our joint ventures’ debt was approximately $105 million. Our non-guarantor subsidiaries, before intercompany eliminations, contributed approximately 21% of our sales and approximately 5% of our operating income for the year ended December 31, 2009, and represented approximately 16% of our total property, plant and equipment as of December 31, 2009.
 
Optional Redemption Prior to December 15, 2013, we may redeem all or part of the new 2017 notes by paying a “make-whole” premium based on U.S. Treasury rates as specified in this prospectus under “Description of Notes — The 2017 Notes — Optional Redemption.” At any time on or after December 15, 2013, we may redeem all or part of the new 2017 notes at our option at the redemption prices described under “Description of Notes — The 2017 Notes — Optional Redemption.” Prior to December 15, 2012, we may also redeem, at any time at our option, up to 35% of the aggregate principal amount of the new 2017 notes with the net cash proceeds of qualified equity offerings.
 
Additional Amounts Subject to certain exceptions, we generally will pay such additional amounts as may be necessary so that the amount received by holders of the notes of each series after tax-related withholdings or deductions in respect of such series of notes will not be less than the amount that such holders would have received in the absence of the withholding or deduction. See “Description of Notes — The 2017 Notes — Additional Amounts.”
 
Tax Redemption If we are required to pay additional amounts with respect to the new 2017 notes as a result of changes in the laws applicable to tax-related withholdings or deductions, we will have the option to redeem the new 2017 notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the new 2017 notes, plus any accrued and unpaid interest to the date of redemption and any additional amounts that may be then payable. See “Description of Notes — The 2017 Notes — Redemption for Tax Reasons.”
 
Certain Covenants We will issue the new 2017 notes under the same indenture under which our original 2017 notes were issued. That indenture limits, among other things, our ability and the ability of our restricted subsidiaries, to:
 
• borrow money;
 
• pay dividends on stock, redeem stock or redeem subordinated debt;
 
• make investments;
 
• sell capital stock of subsidiaries;
 
• guarantee other indebtedness;


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• enter into agreements that restrict dividends or other distributions from restricted subsidiaries;
 
• enter into transactions with affiliates;
 
• create or assume liens;
 
• engage in mergers or consolidations; and
 
• enter into a sale of all or substantially all of our assets.
 
Each of these restrictions has a number of important qualifications and exceptions. Please refer to the section in this prospectus entitled “Description of Notes — The 2017 Notes — Certain Covenants.”
 
If at any time the credit rating of the new 2017 notes, as determined by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and Moody’s Investors Service, Inc., equals or exceeds both BBB- and Baa3, respectively, or any equivalent replacement ratings, then these restrictions, other than the limitations on our ability to create or assume liens and engage in mergers, consolidations or a sale of all or substantially all of our assets, will cease to apply to the new 2017 notes. Any covenants that cease to apply to the new 2017 notes as a result of achieving these ratings will not be restored, even if the credit rating on the new 2017 notes later falls below one or both of these ratings.
 
Change of Control Upon a change of control, we will be required to offer to purchase the new 2017 notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.
 
Use of Proceeds We will not receive any cash proceeds from the issuance of the new 2017 notes. See “Use of Proceeds.”


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The New 2020 Notes
 
Issuer Cascades Inc., a company organized under the Companies Act (Québec).
 
Notes Offered US$250,000,000 aggregate principal amount of 77/8% Senior Notes due 2020. The new 2020 notes offered hereby will be of the same class as the original 2020 notes.
 
Maturity Date The new 2020 notes will mature on January 15, 2020.
 
Interest Payment Dates Interest will be paid on the new 2020 notes in cash semi-annually in arrears on January 15 and July 15 of each year, from the most recent date on which interest on the original 2020 notes has been paid, or if no interest has been paid, from July 15, 2010.
 
Guarantees The new 2020 notes will be guaranteed by each of our existing and any future Canadian and U.S. restricted subsidiaries. The new 2020 notes will not be guaranteed by our subsidiaries outside Canada and the United States or by any of our joint ventures, minority interests or unrestricted subsidiaries.
 
Ranking The new 2020 notes will be unsecured senior obligations and will rank equally with all of our other unsecured senior debt, including our 71/4% Senior Notes due 2013, our 63/4% Senior Notes due 2013, the 73/4% Senior Notes due 2016 that we issued on December 3, 2009, the new 2017 notes and any original notes that are not exchanged for new notes in the exchange offer. The new 2020 notes will be senior in right of payment to all of our subordinated debt. As of December 31, 2009, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, we had approximately $1,552 million of debt outstanding, approximately $304 million of which was secured. This debt includes (i) obligations under capital leases and (ii) our proportionate share of debt of our joint ventures, minority interests and unrestricted subsidiaries of approximately $105 million (which is non-recourse to us), and which is included in our consolidated financial statements under Canadian GAAP, but excludes (iii) undrawn commitments under the revolving portion of our credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving portion of our credit facility. Any additional amounts drawn under the credit facility would be secured.
 
The guarantees of the new 2020 notes will be unsecured senior obligations of each subsidiary guarantor and will rank equally with all other unsecured senior debt of the subsidiary guarantor. The guarantees will be senior in right of payment to all of the subordinated debt of each subsidiary guarantor. As of December 31, 2009, the subsidiary guarantors had approximately $52 million of debt outstanding, not including the guarantees of our outstanding notes or our subsidiaries’ obligations under our credit facility, approximately $45 million of which was secured. This debt includes obligations under capital leases.
 
As of December 31, 2009, our non-guarantor subsidiaries had outstanding approximately $106 million of debt, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the new 2020 notes offered hereby. In addition,


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our proportionate share of our joint ventures’ debt was approximately $105 million. Our non-guarantor subsidiaries, before intercompany eliminations, contributed approximately 21% of our sales and approximately 5% of our operating income for the year ended December 31, 2009, and represented approximately 16% of our total property, plant and equipment as of December 31, 2009.
 
Optional Redemption Prior to January 15, 2015, we may redeem all or part of the new 2020 notes by paying a “make-whole” premium based on U.S. Treasury rates as specified in this prospectus under “Description of 2020 Notes — Optional Redemption.” At any time on or after January 15, 2015, we may redeem all or part of the new 2020 notes at our option at the redemption prices described under “Description of Notes — The 2020 Notes — Optional Redemption.” Prior to January 15, 2013, we may also redeem, at any time at our option, up to 35% of the aggregate principal amount of the new 2020 notes with the net cash proceeds of qualified equity offerings.
 
Additional Amounts Subject to certain exceptions, we generally will pay such additional amounts as may be necessary so that the amount received by holders of the new 2020 notes after tax-related withholdings or deductions in respect of the new 2020 notes will not be less than the amount that such holders would have received in the absence of the withholding or deduction. See “Description of Notes — The 2020 Notes — Additional Amounts.”
 
Tax Redemption If we are required to pay additional amounts with respect to the new 2020 notes as a result of changes in the laws applicable to tax-related withholdings or deductions, we will have the option to redeem the new 2020 notes in whole but not in part, at a redemption price equal to 100% of the principal amount of the new 2020 notes, plus any accrued and unpaid interest to the date of redemption and any additional amounts that may be then payable. See “Description of Notes — The 2020 Notes — Redemption for Tax Reasons.”
 
Certain Covenants We will issue the new 2020 notes under the same indenture under which the original 2020 notes were issued. That indenture limits, among other things, our ability and the ability of our restricted subsidiaries, to:
 
• borrow money;
 
• pay dividends on stock, redeem stock or redeem subordinated debt;
 
• make investments;
 
• sell capital stock of subsidiaries;
 
• guarantee other indebtedness;
 
• enter into agreements that restrict dividends or other distributions from restricted subsidiaries;
 
• enter into transactions with affiliates;
 
• create or assume liens;
 
• engage in mergers or consolidations; and
 
• enter into a sale of all or substantially all of our assets.


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Each of these restrictions has a number of important qualifications and exceptions. Please refer to the section in this prospectus entitled “Description of Notes — The 2020 Notes — Certain Covenants.”
 
If at any time the credit rating of the new 2020 notes, as determined by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and Moody’s Investors Service, Inc., equals or exceeds both BBB- and Baa3, respectively, or any equivalent replacement ratings, then these restrictions, other than the limitations on our ability to create or assume liens and engage in mergers, consolidations or a sale of all or substantially all of our assets, will cease to apply to the new 2020 notes. Any covenants that cease to apply to the new 2020 notes as a result of achieving these ratings will not be restored, even if the credit rating on the new 2020 notes falls below one or both of these ratings.
 
Change of Control Upon a change of control, we will be required to offer to purchase the new 2020 notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.
 
Use of Proceeds We will not receive any cash proceeds from the issuance of the new 2020 notes. See “Use of Proceeds.”


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SUMMARY HISTORICAL FINANCIAL INFORMATION
 
The following table presents summary historical financial information about us. The summary historical financial information as of December 31, 2009 and 2008 and for each of the fiscal years ended December 31, 2007, 2008 and 2009 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes, which are incorporated by reference into this prospectus. The summary historical financial information as of December 31, 2007 has been derived from our audited financial statements as of December 31, 2007 which are not incorporated by reference into this prospectus. All of the following historical financial information should also be read in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operation for the annual periods presented below, which is incorporated by reference into this prospectus. Information presented below for the “restricted group” has been derived from the information used in preparing our audited consolidated financial statements as of and for the years ended December 31, 2007, 2008 and 2009.
 
Our audited consolidated financial statements have been prepared in accordance with Canadian GAAP. In certain respects, Canadian GAAP differs from U.S. GAAP. See Note 22 to our audited consolidated financial statements, incorporated by reference into this prospectus, for a description of material differences between U.S. GAAP and Canadian GAAP as they relate to our audited consolidated financial statements.
 
                         
    Year Ended December 31,  
    2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Consolidated Statement of Earnings Data:
                       
Sales
  $ 3,929     $ 4,017     $ 3,877  
Cost of sales and expenses
                       
Cost of sales (excluding depreciation and amoritzation)
    3,201       3,323       2,991  
Depreciation and amortization
    207       213       218  
Selling and administrative expenses
    390       389       413  
Losses (gains) on disposal and other
    (17 )     5       1  
Impairment and other restructuring costs
    9       43       58  
Loss (gain) on financial instruments
    (6 )     28       (18 )
                         
Total cost of sales and expenses
    3,784       4,001       3,663  
Operating income
    145       16       214  
Financing expense
    102       102       101  
Loss on refinancing of long term debt
    —       —       17  
Gain on purchase of senior notes
    —       (2 )     (14 )
Foreign exchange loss (gain) on long-term debt and financial instruments
    (59 )     26       45  
                         
      102       (110 )     65  
Provision for (recovery of) income taxes
    11       (32 )     23  
Share of results of significantly influenced companies and dilution gain
    (27 )     (8 )     (17 )
Non-controlling interest
    3       2       (1 )
                         
Net earnings (loss) from continuing operations
  $ 115     $ (72 )   $ 60  
Net earnings (loss) from discontinued operations
    (19 )     18       —  
                         
Net earnings (loss) for the year
    96       (54 )     60  
                         
Net earnings (loss) from continuing operations per common share
                       
Basic
    1.16       (0.73 )     0.61  
Diluted
    1.16       (0.73 )     0.60  
Net earnings (loss) per common share
                       
Basic
    0.96       (0.55 )     0.61  
Diluted
    0.96       (0.55 )     0.60  
Weighted average number of common shares outstanding during the year
    99,329,472       98,804,536       97,656,412  


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    Year Ended December 31,  
    2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Selected Business Segment Data:
                       
Sales:
                       
Packaging:
                       
Boxboard
  $ 1,343     $ 1,323     $ 1,313  
Containerboard
    1,193       1,203       1,062  
Specialty Products
    834       860       769  
Inter-segment sales
    (108 )     (100 )     (67 )
                         
Packaging total
    3,262       3,286       3,077  
Tissue Papers
    713       787       840  
Inter-segment sales and corporate activities
    (46 )     (56 )     (40 )
                         
Consolidated sales
  $ 3,929     $ 4,017     $ 3,877  
                         
OIBD (excluding specific items)(2)
                       
Packaging:
                       
Boxboard
  $ 44     $ 33     $ 115  
Containerboard
    176       130       145  
Specialty Products
    60       67       74  
                         
Packaging total
    280       230       334  
Tissue Papers
    65       90       154  
Corporate activities
    5       (14 )     (23 )
                         
Consolidated OIBD (excluding specific items)(2)
  $ 350     $ 306     $ 465  
                         
Consolidated OIBD (excluding specific items) margin(2)
    8.9 %     7.6 %     12.0 %
Shipments (in ’000 of short tons)
                       
Total Boxboard
    1,202       1,093       1,024  
Total Containerboard
    1,412       1,374       1,215  
Total Specialty Products
    450       458       444  
Tissue Papers — jumbo rolls and converted products
    451       471       459  
                         
Consolidated shipments
    3,515       3,396       3,142  
                         
Containerboard — Corrugated Containers (in million square feet (msf))
    13,378       12,998       11,729  
                         
Balance Sheet Data:
                       
Cash and cash equivalents
  $ 25     $ 11     $ 19  
Working capital(3)
    604       664       552  
Property, plant and equipment
    1,886       2,030       1,912  
Total assets
    3,768       4,031       3,792  
Total debt(4)
    1,621       1,812       1,552  
Shareholders’ equity
    1,198       1,256       1,304  
Capital Stock
    509       506       499  
 

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    Year Ended December 31,  
    2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Other Selected Information:
                       
Cash flows provided by operating activities
  $ 89     $ 124     $ 357  
Cash flows used in investing activities
    (136 )     (178 )     (257 )
Cash flows provided by (used in) financing activities
    79       (9 )     (89 )
Purchase of property, plant and equipment
    167       184       173  
Current income taxes
    33       20       30  
Selected Restricted Group Financial Data:(5)
                       
Consolidated sales
  $ 3,929     $ 4,017     $ 3,877  
Joint Ventures
    (111 )     (341 )     (356 )
Unrestricted Subsidiaries
    (254 )     (253 )     (181 )
Inter-segment sales
    136       141       86  
                         
Restricted group sales
  $ 3,700     $ 3,564     $ 3,426  
                         
Consolidated OIBD (excluding specific items)(2)
  $ 350     $ 306     $ 465  
Joint Ventures
    (15 )     (19 )     (25 )
Unrestricted Subsidiaries
    (22 )     (20 )     (5 )
Dividends Received
    5       19       4  
                         
Restricted Group Adjusted OIBD (excluding specific items)(2)
  $ 318     $ 286     $ 439  
                         
Total assets (including joint ventures and unrestricted subsidiaries under equity method)
  $ 3,713     $ 3,785     $ 3,601  
Cash and cash equivalents
    13       3       6  
Total debt(4)
    1,618       1,703       1,494  
Cash flows provided by operating activities
    32       133       323  
Cash flows used in investing activities
    (123 )     (106 )     (269 )
Cash flows provided by (used in) financing activities
    76       (35 )     (51 )
Ratio of net debt to Adjusted OIBD (excluding specific items)(2)(4)
    5.1x       5.9x       3.4x  
 
                         
    Year Ended December 31,  
    2007     2008     2009  
    (In millions of Cdn$)  
 
U.S. GAAP Consolidated Financial and Other Data:
                       
Statement of Earnings Data:
                       
Sales
  $ 3,929     $ 3,806     $ 3,653  
Net earnings
    90       (49 )     59  
Balance Sheet Data:
                       
Total assets
    3,807       3,850       3,625  
Total debt(4)
    1,633       1,748       1,503  
Shareholders’ equity
    1,219       1,269       1,290  
Other Selected Information:
                       
Cash flow from operating activities
    96       127       342  
Cash flow from investing activities
    (143 )     (185 )     (244 )
Cash flow from financing activities
    79       (7 )     (86 )

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(1) Effective January 1, 2009, Cascades Inc. retrospectively adopted CICA handbook Section 3064, “Goodwill and intangible assets,” replacing CICA handbook Section 3062, “Goodwill and other intangible assets,” and CICA handbook Section 3450, “Research and development costs.” This new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The provisions of Section 3064 have been adopted retrospectively, with restatement of prior periods. As a result of this adoption, Cascades Inc. adjusted certain expenditures related to start-up costs as expenses, rather than recording them as assets in “Other finite-life intangible assets.” Cascades Inc. also reclassified from property, plant and equipment to other assets, the net book value of its software in the amount of $7 million as of December 31, 2008. The impact of the adoption of Section 3064 increased net earnings by $1 million in each of 2007 and 2008.
 
(2) Consolidated Operating Income before Depreciation and Amortization (excluding specific items), or “OIBD (excluding specific items)”, is not a measure of performance under Canadian GAAP. We disclose OIBD (excluding specific items) because it is a supplemental measure used by management to assess our financial performance. Moreover, we believe that OIBD (excluding specific items) is a measure often used by investors to assess a company’s operating performance and its ability to meet debt service requirements. OIBD (excluding specific items) has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under Canadian GAAP. These limitations include the following:
 
  •  OIBD (excluding specific items) excludes certain income tax payments that may represent a reduction in cash available to us;
 
  •  OIBD (excluding specific items) does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
 
  •  OIBD (excluding specific items) does not reflect changes in, or cash requirements for, our working capital needs;
 
  •  OIBD (excluding specific items) does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;
 
  •  although depreciation and amortization expenses are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and OIBD (excluding specific items) does not reflect any cash requirements for such replacements; and
 
  •  the specific items excluded from OIBD include mainly charges for impairment of assets, charges for facility or machine closures, debt restructuring charges, gain or loss on sale of business units and unrealized gain or loss on financial instruments that do not qualify for hedge accounting. Although we consider these items to be unusual and less relevant to evaluate our performance, some of these items will continue to take place and will reduce the cash available to us.
 
Because of these limitations, OIBD (excluding specific items) should not be used as a substitute for net earnings or cash flows from operating activities as determined in accordance with Canadian GAAP, nor is it necessarily indicative of whether or not cash flow will be sufficient to fund our cash requirements. In addition, our definitions of OIBD (excluding specific items) may differ from those of other companies. A reconciliation of OIBD (excluding specific items) to net earnings (loss) for the year and to net cash provided by (used in) operating


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activities, which we believe to be the closest Canadian GAAP performance and liquidity measures to OIBD (excluding specific items), is set forth below.
 
                         
    Year Ended December 31,  
    2007     2008     2009  
    (In millions of Cdn$)  
 
OIBD Reconciliation:
                       
Net earnings (loss) for the year
    96       (54 )     60  
Net earnings (loss) from discontinued operations
    19       (18 )     —  
                         
Net earnings (loss) from continuing operations
  $ 115     $ (72 )   $ 60  
Non-controlling interest
    3       2       (1 )
Share of results of significantly influenced companies and dilution gain
    (27 )     (8 )     (17 )
Provision for (recovery of) income taxes
    11       (32 )     23  
Foreign exchange loss (gain) on long-term debt
    (59 )     26       45  
Gain on repurchase of senior notes
    —       (2 )     (14 )
Loss on long-term debt refinancing
    —       —       17  
Interest expense
    102       102       101  
Depreciation and amortization
    207       213       218  
                         
OIBD
    352       229       432  
Specific Items:
                       
Inventory adjustment resulting from business acquisition
    6       2       —  
Loss (gain) on disposals and others
    (17 )     5       1  
Impairment loss
    3       16       46  
Closure and restructuring costs
    6       27       12  
Unrealized loss (gain) on financial instruments
    —       27       (26 )
                         
OIBD (excluding specific items)
  $ 350     $ 306     $ 465  
                         
OIBD Reconciliation:
                       
Cash flow provided by operating activities
  $ 89     $ 124     $ 357  
Changes in non-cash working capital components
    89       31       (52 )
Depreciation and amortization
    (207 )     (213 )     (218 )
Current incomes taxes
    33       20       30  
Interest expense (includes interest on long-term debt, other interest less interest income and capitalized interest)
    102       102       101  
Loss on long-term debt refinancing
    —       —       13  
Gains or losses on disposals and others
    29       (5 )     (1 )
Impairment loss and other restructuring costs
    (3 )     (16 )     (50 )
Unrealized gain (loss) on financial instruments
    —       (27 )     26  
Early settlement on natural gas contracts
    —       (11 )     —  
Other non-cash adjustments
    13       11       8  
                         
Operating income
    145       16       214  
Depreciation and amortization
    207       213       218  
                         
OIBD
  $ 352     $ 229     $ 432  
Specific Items:
                       
Inventory adjustment resulting from business acquisition
    6       2       —  
Loss (gain) on disposals and others
    (17 )     5       1  
Impairment loss
    3       16       46  
Closure and restructuring costs
    6       27       12  
Unrealized loss (gain) on financial instruments
    —       27       (26 )
                         
OIBD (excluding specific items)
  $ 350     $ 306     $ 465  
                         
 
 
(3) Working capital includes accounts receivable plus inventories less accounts payable. It excludes the unpaid provision for restructuring cost, the current portion of derivatives financial instruments assets or liabilities, the current portion of future tax assets or liabilities, the current portion of other liabilities and the net income taxes recoverable.


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(4) Total debt is defined as long-term debt, current portion of long-term debt and bank loan and advances. Net debt is total debt less cash and cash equivalents.
 
(5) Restricted group financial data comes from Cascades Inc. and those subsidiaries that are “restricted” under the indentures governing the notes. Adjusted OIBD (excluding specific items) specific to the restricted group is defined as Operating Income before Depreciation and Amortization (excluding specific items) of our restricted group plus cash dividends paid to us by joint ventures and companies in which we hold a minority interest. The restricted group financial data includes data of certain subsidiaries that do not and will not guarantee the notes but that are and will be part of the restricted group for purposes of the indentures. The restricted group includes certain non-guarantor subsidiaries outside of Canada and the United States, but excludes our joint ventures, minority investments and unrestricted subsidiaries. We have included the restricted group financial information because we believe it is a measure used by management and provides our investors helpful information with respect to the financial results, including cash flows, of the business and operations that are subject to the restrictive covenants under the indentures governing the notes.


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RISK FACTORS
 
An investment in the exchange notes will involve a high degree of risk. The material risk factors known to us and discussed below may adversely affect our ability to make payments on the exchange notes. In addition, risks that we do not know about or that we currently view as immaterial may also impair our business or adversely affect our ability to make payments on, or adversely affect the trading price of, the exchange notes. You should carefully consider the risks described below, together with the other information in this prospectus, before making a decision to participate in the exchange offer.
 
Risks Related to Our Business
 
The markets for some of our products tend to be cyclical in nature and prices for some of our products, as well as raw materials and energy costs, may fluctuate significantly, which can adversely affect our business, operating results, profitability and financial position.
 
The markets for some of our products, particularly containerboard and boxboard, are cyclical. As a result, prices for these types of products and for our two principal raw materials, recycled paper and virgin fiber, have fluctuated significantly in the past and will likely continue to fluctuate significantly in the future, principally due to market imbalances between supply and demand. Demand is heavily influenced by the strength of the global economy and the countries or regions in which we do business, particularly Canada and the United States, our two primary markets. Demand is also influenced by fluctuations in inventory levels held by customers and consumer preferences. Supply depends primarily on industry capacity and capacity utilization rates. In periods of economic weakness, reduced spending by consumers and businesses results in decreased demand, potentially causing downward price pressure. Industry participants may also, at times, add new capacity or increase capacity utilization rates, potentially causing supply to exceed demand and exerting downward price pressure. Depending on market conditions and related demand, we may have to take market-related downtime. In addition, we may not be able to maintain current prices or implement additional price increases in the future. If we are not able to do so, our revenues, profitability and cash flows could be adversely affected. In addition, other participants may introduce new capacity or increase capacity utilization rates, which could also adversely affect our business, operating results and financial position. Prices for recycled and virgin fiber also fluctuate considerably. The costs of these materials present a potential risk to our profit margins, to the extent that we are unable to pass along price increases to our customers on a timely basis. Although changes in the price of recycled fiber generally correlate with changes in the price of products made from recycled paper, this may not always be the case. To the extent that we are not able to implement increases in the selling prices for our products to compensate for increases in the price of recycled or virgin fiber, our profitability and cash flows would be adversely affected. In addition, we use energy, mainly natural gas and fuel oil, to generate steam, which we then use in the production process and to operate machinery. Energy prices, particularly for natural gas and fuel oil, have remained very volatile. We continue to evaluate our energy costs and consider ways to factor energy costs into our pricing. However, if energy prices were to increase, our production costs, competitive position and operating results would be adversely affected. A substantial increase in energy costs would adversely affect our operating results and could have broader market implications that could further adversely affect our business or financial results.
 
We face significant competition and some of our competitors may have greater cost advantages or be able to achieve greater economies of scale or be able to better withstand periods of declining prices and adverse operating conditions, which could negatively affect our market share and profitability.
 
The markets for our products are highly competitive. In some of the markets in which we compete, particularly in boxboard and tissue, we compete with a small number of other producers. In some businesses, such as the containerboard industry, competition tends to be global. In others, such as the tissue industry, competition tends to be regional. In our packaging products segment, we also face competition from alternative packaging materials, such as vinyl, plastic and styrofoam, which can lead to excess capacity, decreased demand and pricing pressures. Competition in our markets is primarily based upon price as well as customer service and the quality, breadth and


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performance characteristics of our products. Our ability to compete successfully depends upon a variety of factors, including:
 
  •  our ability to maintain high plant efficiencies, operating rates and lower manufacturing costs,
 
  •  the availability, quality and cost of raw materials, particularly recycled and virgin fiber, and labor, and
 
  •  the cost of energy.
 
Some of our competitors may, at times, have lower fiber, energy and labor costs, and less restrictive environmental and governmental regulations to comply with than we do. For example, fully integrated manufacturers, which are those manufacturers whose requirements for pulp or other fiber are met fully from their internal sources, may have some competitive advantages over manufacturers that are not fully integrated, such as us, in periods of relatively high raw materials pricing, in that the former are able to ensure a steady source of these raw materials at costs that may be lower than prices in the prevailing market. In contrast, competitors that are less integrated than we are may have cost advantages in periods of relatively low pulp or fiber prices because they may be able to purchase pulp or fiber at prices lower than the costs we incur in the production process. Other competitors may be larger in size or scope than we are, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions. In addition, there has been an increasing trend among our customers towards consolidation. With fewer customers in the market for our products, the strength of our negotiating position with these customers could be weakened, which could have an adverse effect on our pricing, margins and profitability.
 
Because of our international operations, we face political, social and exchange rate risks that can negatively affect our business, operating results, profitability and financial condition.
 
We have customers and operations located outside Canada. In 2009, sales outside Canada represented approximately 61% of our consolidated sales. Of this portion, 46% were sales to the United States. In 2009, 25% of sales from Canadian operations were made to the United States.
 
Our international operations present us with a number of risks and challenges, including:
 
  •  the effective marketing of our products in other countries;
 
  •  tariffs and other trade barriers; and
 
  •  different regulatory schemes and political environments applicable to our operations, in areas such as environmental and health and safety compliance.
 
In addition, our financial statements are reported in Canadian dollars, while a portion of our sales is made in other currencies, primarily the U.S. dollar and the Euro. The appreciation of the Canadian dollar against the U.S. dollar since 2002 has adversely affected our reported operating results and financial condition. This has had a direct impact on export prices and also contributed to reducing Canadian dollar prices in Canada, because several of our product lines are priced in U.S. dollars. However, a substantial portion of our debt is also denominated in currencies other than the Canadian dollar. The Company has senior notes outstanding and also some borrowings under its credit facility that are denominated in U.S. dollars and in Euros in the amount of US$974 million and €55 million respectively.
 
Moreover, in some cases, the currency of our sales does not match the currency in which we incur costs, which can negatively affect our profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility, where the facility faces competition from non-local producers, as well as our ability to successfully market our products in export markets. As a result, the continuing appreciation of the Canadian dollar can affect the profitability of our facilities, which could lead us to shut down facilities either temporarily or permanently, all of which could adversely affect our business or financial results.


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Our operations are subject to comprehensive environmental regulation and involve expenditures that may be material in relation to our operating cash flow.
 
We are subject to environmental laws and regulations imposed by the various governments and regulatory authorities in all countries in which we operate. These environmental laws and regulations impose stringent standards on us, regarding, among other things:
 
  •  air emissions;
 
  •  water discharges;
 
  •  use and handling of hazardous materials;
 
  •  use, handling and disposal of waste; and
 
  •  remediation of environmental contamination.
 
We are also subject to the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act, as well as to other applicable legislation in the United States, Canada and Europe that holds companies accountable for the investigation and remediation of hazardous substances. Our European subsidiaries are also subject to the Kyoto Protocol, in order to reduce worldwide CO2 emissions. Each unit has been allocated emission rights (“CO2 quota”). On a calendar-year basis, we must buy the necessary credits to cover our deficit, on the open market, if our emissions are higher than our CO2 quota.
 
Our failure to comply with applicable environmental laws, regulations or permit requirements may result in civil or criminal fines, penalties or enforcement actions. These may include regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, the installation of pollution control equipment or remedial actions, any of which could entail significant expenditures. It is difficult to predict the future development of such laws and regulations, or their impact on future earnings and operations, but these laws and regulations may require capital expenditures to ensure compliance. In addition, amendments to, or more stringent implementation of, current laws and regulations governing our operations could have a material adverse effect on our business, operating results or financial position. Furthermore, although we generally try to plan for capital expenditures relating to environmental and health and safety compliance on an annual basis, actual capital expenditures may exceed those estimates. In such an event, we may be forced to curtail other capital expenditures or other activities. In addition, the enforcement of existing environmental laws and regulations has become increasingly strict. We may discover currently-unknown environmental problems or conditions in relation to our past or present operations, or may face unforeseen environmental liabilities in the future. These conditions and liabilities may:
 
  •  require site remediation or other costs to maintain compliance or correct violations of environmental laws and regulations, or
 
  •  result in governmental or private claims for damage to person, property or the environment.
 
Either of these could have a material adverse effect on our business financial condition or operating results.
 
We may be subject to strict liability and, under specific circumstances, joint and several (solidary) liability for the investigation and remediation of soil, surface and groundwater contamination, including contamination caused by other parties, at properties that we own or operate, and at properties where we or our predecessors have arranged for the disposal of regulated materials. As a result, we are involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters. We may become involved in additional proceedings in the future, the total amount of future costs and other environmental liabilities of which could be material.
 
To date, we are in compliance, in all material respects, with all applicable environmental legislation, laws and regulations. However, we expect to incur ongoing capital and operating expenses in order to achieve and maintain compliance with applicable environmental requirements.
 
We may be subject to losses that might not be covered in whole or in part by our insurance coverage.
 
We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried in our industry for similar properties. The cost of our insurance


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policies has increased over the past few years. In addition, some types of losses, such as losses resulting from wars, acts of terrorism or natural disasters, are generally not insured because they are either uninsurable or not economically practical. Moreover, insurers have recently become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss could adversely affect our business, operating results or financial condition.
 
Labor disputes could have a material adverse effect on our cost structure and ability to run our mills and plants.
 
As of December 31, 2009, we had approximately 12,400 employees, of whom approximately 11,700 were employees of our Canadian and United States operations. Approximately 46% of our employees are unionized under 49 separate collective bargaining agreements. In addition, in Europe, some of our operations are subject to national industry collective bargaining agreements that are renewed on an annual basis. Our inability to negotiate acceptable contracts with these unions upon expiration of an existing contract could result in strikes or work stoppages by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. If the unionized workers were to engage in a strike or another form of work stoppage, we could experience a significant disruption in operations or higher labor costs, which could have a material adverse effect on our business, financial condition, operating results and cash flow. Of our 49 collective bargaining agreements, eight will expire in 2010 and ten more in 2011. We generally begin the negotiation process several months before agreements are due to expire and are currently in the process of negotiating with the unions where the agreements have expired or will soon expire. However, we may not be successful in negotiating new agreements on satisfactory terms, if at all.
 
We may make investments in entities that we do not control and may not receive dividends or returns from those investments in a timely fashion or at all.
 
We have established joint ventures and made minority interest investments to increase our vertical integration, enhance customer service and increase efficiencies in our marketing and distribution in the United States and other markets. Our principal joint ventures, minority investments and unrestricted subsidiaries include:
 
  •  three 50%-owned joint ventures with Sonoco Products Company, two of which are in Canada and one in the United States, that produce specialty paper packaging products such as headers, rolls and wrappers;
 
  •  a 73%-owned interest in Metro Waste Paper Recovery Inc., a Canadian operator of wastepaper recovery and recycling operations;
 
  •  a 34% interest in Boralex Inc., a public Canadian corporation and a major private electricity producer whose core business is the development and operation of power stations that generate renewable energy with operations in Canada, the northeastern United States and France; and
 
  •  a 36%-owned joint venture interest in Reno de Medici S.p.A., a European manufacturer of recycled boxboard.
 
Except for Metro Waste, we do not have effective control of these entities. Our inability to control entities in which we invest may affect our ability to receive distributions from those entities or to fully implement our business plan. The incurrence of debt or entrance into other agreements by an entity not under our control may result in restrictions or prohibitions on that entity’s ability to pay distributions to us. Even where these entities are not restricted by contract or by law from paying dividends or making distributions to us, we may not be able to influence the making or timing of these dividends or distributions. In addition, if any of the other investors in a non-controlled entity fails to observe our commitments, the entity may not be able to operate according to our business plan or we may be required to increase our level of commitment. If any of these events were to transpire, our business, operating results, financial condition and ability to make payments on the notes could be adversely affected.
 
In addition, we have entered into various shareholder agreements relating to our joint ventures and equity investments. Some of these agreements contain “shotgun” provisions, which provide that if one shareholder offers


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to buy all the shares owned by the other parties to the agreement, the other parties must either accept the offer or purchase all the shares owned by the offering shareholder at the same price and conditions. Some of the agreements also provide that in the event that a shareholder is subject to bankruptcy proceedings or otherwise defaults on any indebtedness, the non-defaulting parties to that agreement are entitled to invoke the shotgun provision or sell their shares to a third party. Our ability to purchase the other shareholders’ interests in these joint ventures if they were to exercise these shotgun provisions could be limited by the covenants in our credit facility and the indentures governing the notes and our 73/4% Senior Notes due 2016. In addition, we may not have sufficient funds to accept the offer or the ability to raise adequate financing should the need arise, which could result in our having to sell our interests in these entities or otherwise alter our business plan.
 
Acquisitions have been and are expected to continue to be a substantial part of our growth strategy, which could expose us to difficulties in integrating the acquired operation, diversion of management time and resources, and unforeseen liabilities, among other business risks.
 
Acquisitions have been a significant part of our growth strategy. We expect to continue to selectively seek strategic acquisitions in the future. Our ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms, if at all. Acquisitions may expose us to additional risks, including:
 
  •  difficulty in integrating and managing newly-acquired operations and in improving their operating efficiency;
 
  •  difficulty in maintaining uniform standards, controls, procedures and policies across all of our businesses;
 
  •  entry into markets in which we have little or no direct prior experience;
 
  •  our ability to retain key employees of the acquired company;
 
  •  disruptions to our ongoing business; and
 
  •  diversion of management time and resources.
 
In addition, future acquisitions could result in us incurring additional debt to finance the acquisition, or possibly assuming additional debt as part of it, as well as costs, contingent liabilities and amortization expenses. We may also incur costs and divert management attention for potential acquisitions which are never consummated. For acquisitions we do consummate, expected synergies may not materialize. Our failure to effectively address any of these issues could adversely affect our operating results, financial condition and ability to service debt, including our notes and outstanding senior notes.
 
Although we perform a due diligence investigation of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, the acquired business or assets may have liabilities that we fail or are unable to uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor, or other reasons.
 
We undertake impairment tests, which could result in a write-down of the value of assets and, as a result, could have a material adverse effect on us.
 
Canadian generally accepted accounting principles require that we regularly undertake impairment tests of long-lived assets and goodwill, to determine whether a write-down of such assets is required. A write-down of asset value as a result of impairment tests would result in a non-cash charge that reduces our reported earnings. Further, a reduction of our asset value could have a material adverse effect on our compliance with total debt to capitalization tests under our current credit facilities and, as a result, limit our ability to access further debt capital.


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Certain of our insiders collectively own a substantial percentage of our common shares.
 
Messrs. Bernard, Laurent and Alain Lemaire (the “Lemaires”) collectively own approximately 31% of our common shares and there may be situations in which their interests and the interests of other holders of common shares will not be aligned. Because our remaining common shares are widely held, the Lemaires may be effectively able to:
 
  •  elect all of our directors and, as a result, control matters requiring board approval;
 
  •  control matters submitted to a shareholder vote, including mergers, acquisitions and consolidations with third parties, and the sale of all or substantially all of our assets; and
 
  •  otherwise control or influence our business direction and policies.
 
In addition, the Lemaires may have interests in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance the value of their equity investment, even though the transactions might involve increased risk to the holders of the common shares.
 
If we are not successful in retaining or replacing our key personnel, particularly if the Lemaires do not stay active in our business, our business, financial condition or operating results could be adversely affected.
 
The Lemaires are key to our management and direction. Although we believe that the Lemaires will remain active in the business and that we will continue to be able to attract and retain other talented personnel and replace key personnel should the need arise, competition in recruiting replacement personnel could be significant. We do not carry key man insurance on the Lemaires or any other members of our senior management.
 
Our obligation to adopt International Financial Reporting Standards (“IFRS”) effective January 1, 2011 may impact the calculation of certain defined terms and covenants under the indentures governing our outstanding notes, including the notes.
 
Effective January 1, 2011, we intend to adopt IFRS as published by the International Accounting Standards Board. As of the date of this prospectus, we are currently assessing which accounting policies will be affected by the change to IFRS, and the potential impact of these changes on our financial position and results of operations. On adoption, our financial position and results of operations reported in accordance with IFRS may differ compared to Canadian GAAP, and these differences may be material. In addition, the calculation of certain defined terms and covenants under the indentures governing the notes and our 73/4% Senior Notes due 2016 may also be impacted by the adoption of IFRS.
 
Risks Related to Our Indebtedness
 
The significant amount of debt that we have could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.
 
We have a significant amount of debt. As of December 31, 2009, we had approximately $1.552 billion of debt outstanding on a consolidated basis, including capital lease obligations, our proportionate share of the debt of our joint ventures and non-recourse debt of approximately $105 million, which is included in our consolidated financial statements under Canadian GAAP.
 
Our leverage could have important consequences to you. For example, it could:
 
  •  make it more difficult for us to satisfy our obligations with respect to the exchange or our other indebtedness;
 
  •  increase our vulnerability to competitive pressures and to general adverse economic or market conditions;
 
  •  require us to dedicate a substantial portion of our cash flow from operations to servicing debt, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
 
  •  limit our flexibility in planning for, or reacting to, changes in our business and industry; and
 
  •  limit our ability to obtain additional sources of financing.


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We may incur additional debt in the future, which would intensify the risks we now face as a result of our leverage as described above.
 
Even though we are substantially leveraged, we and our subsidiaries will be able to incur substantial additional indebtedness in the future. Although our credit facility and the indentures governing the notes and our 73/4% Senior Notes due 2016 restrict us and our restricted subsidiaries from incurring additional debt, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we and they now face as a result of our leverage could intensify.
 
Our operations are substantially restricted by the terms of our debt, which could limit our ability to plan for or to react to market conditions or meet our capital needs, which could increase your credit risk.
 
Our credit facility and the indentures governing the notes and our 73/4% Senior Notes due 2016 include a number of significant restrictive covenants. These covenants restrict, among other things, our and our restricted subsidiaries’ ability to:
 
  •  borrow money;
 
  •  pay dividends on stock, redeem stock or redeem subordinated debt;
 
  •  make investments;
 
  •  sell capital stock of subsidiaries;
 
  •  guarantee other indebtedness;
 
  •  enter into agreements that restrict dividends or other distributions from restricted subsidiaries;
 
  •  enter into transactions with affiliates;
 
  •  create or assume liens;
 
  •  enter into sale and leaseback transactions;
 
  •  engage in mergers or consolidations; and
 
  •  enter into a sale of all or substantially all of our assets.
 
These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs.
 
Our credit facility contains other and more restrictive covenants, including financial covenants that require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these covenants and requirements may be affected by events beyond our control and we may have to curtail some of our operations and growth plans to maintain compliance.
 
The restrictive covenants contained in the indentures governing the notes and our 73/4% Senior Notes due 2016 and in our credit facility do not apply to our joint ventures, minority interests or unrestricted subsidiaries. However, for financial reporting purposes, we consolidate the results and financial position of these entities based on our proportionate ownership interest.
 
Our failure to comply with the covenants contained in our revolving credit facility or the indentures governing our outstanding notes, including as a result of events beyond our control, could result in an event of default that could cause repayment of the debt to be accelerated.
 
If we are not able to comply with the covenants and other requirements contained in the indentures governing the notes, the indenture governing our 73/4% Senior Notes due 2016, our credit facility or our other debt instruments, an event of default under the relevant debt instrument could occur. If an event of default does occur, it could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings and the holders of the defaulted debt could declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt


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instruments. In addition, we may not be able to refinance or restructure the payments on the applicable debt. Even if we were able to secure additional financing, it may not be available on favorable terms.
 
The original notes are, and the exchange notes will be, effectively subordinated to our secured debt, which means that in the event of a default, the proceeds of a sale of the collateral would first be used to pay off the debt secured by that collateral, and there may not be sufficient amounts remaining to make payments on the exchange notes.
 
Our obligations under the original notes and the exchange notes, and the obligations of the subsidiary guarantors under their respective guarantees, are unsecured. As a result, the notes and the related guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured debt to the extent of the collateral securing that debt. As of December 31, 2009, we had approximately $304 million of secured debt outstanding, substantially all of which represents our and our subsidiaries’ obligations under our credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving portion of our credit facility. Our obligations under our credit facility are secured by all of our and our material subsidiaries’ inventory and receivables, and by the property, plant and equipment of five of our mills. In the event that we are not able to repay amounts due under this facility, the lenders could proceed against the collateral securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under our credit facility before any proceeds would be available to make payments on the notes. If there is a default, the value of this collateral may not be sufficient to repay the lenders under our credit facility, the holders of the notes and the holders of indebtedness ranking pari passu with the notes.
 
The original notes are not, and the exchange notes will not be, guaranteed by all of our subsidiaries or by any of our joint ventures, minority interests and unrestricted subsidiaries, and the exchange notes will be structurally subordinated to the debt of our non-guarantor subsidiaries and our joint ventures, minority interests and unrestricted subsidiaries, which means that creditors of these non-guarantor subsidiaries and joint ventures will be paid from the assets of those entities before holders of the exchange notes would have any claims to those assets.
 
Although the original notes are, and the exchange notes will be, fully and unconditionally guaranteed on a senior unsecured basis by our existing and any future Canadian and U.S. restricted subsidiaries, none of the notes will be guaranteed by our other subsidiaries outside Canada and the United States, or by any of our joint ventures, minority interests or unrestricted subsidiaries. The notes will be effectively subordinated to all debt and other liabilities, including trade debt and preferred share claims, of our non-guarantor subsidiaries and of our joint ventures, minority interests and unrestricted subsidiaries. In addition, although they will not guarantee the notes, these non-guarantor subsidiaries may partially guarantee our obligations under the credit facility to the extent the guarantee would not constitute a fraudulent conveyance, result in adverse tax consequences to us or violate applicable local law.
 
As of December 31, 2009, our non-guarantor subsidiaries had outstanding approximately $106 million of debt, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the exchange notes. In addition, our proportionate share of our joint ventures’ debt was approximately $105 million. Our non-guarantor subsidiaries, before intercompany eliminations, contributed approximately 21% of our sales and approximately 5% of our operating income for the year ended December 31, 2009, and represented approximately 16% of our total property, plant and equipment as of December 31, 2009. To the extent we expand our foreign operations, a larger percentage of our consolidated assets, revenue and operating income may be derived from non-guarantor subsidiaries. Our ability to repatriate cash from our subsidiaries may be limited by jurisdictional legal rights, and amounts which we are able to repatriate may be subject to additional taxes.
 
For more information about the financial results of our guarantor and non-guarantor subsidiaries, see Note 22 to our audited consolidated financial statements incorporated by reference into this prospectus. For more information about our joint ventures, see Note 21 to our audited consolidated financial statements incorporated by reference into this prospectus.


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We are a holding company and depend on our subsidiaries to generate sufficient cash flow to meet our debt service obligations, including payments on the exchange notes.
 
We are a holding company and our only significant assets are the capital stock or other equity interests of our subsidiaries, joint ventures, minority investments and unrestricted subsidiaries. As a holding company, we conduct substantially all of our business through these entities. Consequently, our cash flow and ability to service our debt obligations, including the exchange notes, are dependent upon the earnings of our subsidiaries, joint ventures, minority investments and unrestricted subsidiaries and the distribution of those earnings to us, or upon loans, advances or other payments made by these entities to us. The ability of these entities to pay dividends or make other payments or advances to us will depend upon their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing their debt, including our credit facility and the indentures. In the case of our joint ventures and minority investments, we may not exercise sufficient control to cause distributions to be made to us. Although our credit facility and the indentures each limit the ability of our restricted subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments to us, these limitations do not apply to our joint ventures, minority investments or unrestricted subsidiaries. The limitations are also subject to important exceptions and qualifications.
 
The ability of our subsidiaries to generate sufficient cash flow from operations to allow us to make scheduled payments on our debt obligations, including the exchange notes, will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control. If our subsidiaries do not generate sufficient cash flow from operations to satisfy our debt obligations, including payments on the exchange notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Refinancing may not be possible, and any assets may not be able to be sold, or, if sold, we may not realize sufficient amounts from those sales. Additional financing may not be available on acceptable terms, if at all, or we may be prohibited from incurring it, if available, under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations on the exchange notes. The earnings of our operating subsidiaries and the amount that they are able to distribute to us as dividends or otherwise may not be adequate for us to service our debt obligations, including the exchange notes.
 
You may be unable to enforce your rights under U.S. bankruptcy law.
 
We are incorporated under the laws of Québec and our principal operating assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable.
 
The rights of the indenture trustees and holders of the exchange notes to enforce remedies to receive payments due under the indentures could be delayed or otherwise impacted by the provisions of applicable Canadian federal bankruptcy, insolvency and restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Canadian Bankruptcy and Insolvency Act and the Canadian Companies’ Creditors Arrangement Act contain provisions enabling “an insolvent person” or “debtor company” to obtain an order which could prevent its creditors and others from initiating or continuing proceedings against it while it prepares a proposal or plan of arrangement for approval by those creditors who will be affected by the proposal or plan of arrangement. Such a restructuring plan or proposal, if accepted by the requisite majorities of each affected class of the debtor’s creditors and approved by the supervising court, would be binding on the minorities in any such class who vote against the plan or proposal. This restructuring legislation generally permits the insolvent debtor to retain possession and administration of its property, even though it may be in default under the applicable debt instrument during the period that the stay against proceedings remains in force.


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During the stay period, the indenture trustees and holders of the exchange notes are likely to be restrained from enforcing remedies under the indenture and payments under the exchange notes are unlikely to be made. It is equally unlikely that holders of the exchange notes would be compensated for any delay in payment, if any, of principal or interest other than a right to claim accrued and unpaid interest on the amounts owing under the exchange notes and the indentures, unless the right is itself compromised under any restructuring plan or proposal approved by creditors and the court.
 
Applicable statutes allow courts, under specific circumstances, to void the subsidiary guarantees of the exchange notes so the resources of our subsidiaries may not be available to make payment in respect of the exchange notes.
 
Our creditors or the creditors of one or more subsidiary guarantors could challenge the subsidiary guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable U.S. federal or state law or applicable Canadian federal or provincial law. The entering into of the guarantees could be found to be a fraudulent transfer, conveyance or preference and declared void if a court were to determine that:
 
  •  the subsidiary guarantor delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors;
 
  •  the subsidiary guarantor did not receive fair consideration for the delivery of the guarantee;
 
  •  the subsidiary guarantor was insolvent at the time it delivered the guarantee; or
 
  •  the subsidiary guarantor acted in an oppressive manner.
 
Under U.S. and Canadian law, to the extent a court voids a subsidiary guarantee as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of the exchange notes would cease to have any direct claim against the subsidiary guarantor that delivered that guarantee. If a court were to take this action, the subsidiary guarantor’s assets would be applied first to satisfy the subsidiary guarantor’s liabilities, including trade payables, and preferred stock claims, if any, before any payment in respect of the guarantee could be made. A subsidiary guarantor’s remaining assets may not be sufficient to satisfy the claims of the holders of the exchange notes relating to any voided portions of the guarantees.
 
Because a substantial portion of our assets and all of our directors and executive officers are located outside of the United States, you may not be able to enter judgments you obtain in U.S. courts against us and you may not be able to obtain judgments in Canadian courts predicated on the U.S. federal securities laws.
 
Because a substantial portion of our assets and all of our directors and executive officers are located outside of the United States, you may not be able to enter judgments you obtain in U.S. courts against us and you may not be able to obtain judgments in Canadian courts predicated on the U.S. federal securities laws. See “Enforceability of Civil Liabilities” for more information.
 
Risks Related to the Exchange Notes and the Exchange Offer
 
There is no established trading market for the exchange notes. If one develops, it may not be liquid.
 
There is no established trading market for the exchange notes. If a trading market does not develop, purchasers of the exchange notes may not be able to sell them.
 
We do not intend to list the exchange notes on any national securities exchange or to seek their quotation on any automated dealer quotation system. In addition, the market for non-investment-grade debt securities has historically been subject to disruptions that have caused price volatility independent of the operating and financial performance of the issuers of these securities. It is possible that the market for the exchange notes will be subject to these kinds of disruptions. Accordingly, declines in the liquidity and market price of the exchange notes may occur independent of our operating and financial performance. We cannot assure you that any liquid market for the exchange notes will develop.


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The initial purchasers of the original notes have advised us that they intend to make a market in the exchange notes, but they are not obligated to do so. The initial purchasers of the original notes may also discontinue market making activities at any time, in their sole discretion, which could further negatively impact your ability to sell your exchange notes.
 
We may not be able to repurchase the exchange notes upon a change of control as required by the indentures.
 
Upon a change of control, we will be required to make an offer to purchase all outstanding exchange notes as well as all outstanding original notes and all of our outstanding 73/4% Senior Notes due 2016. Pursuant to this offer, we would be required to purchase the notes at 101% of their principal amount plus accrued and unpaid interest up to, but not including, the date of repurchase. The source of funds for any such purchase would be our available cash or third-party financing. However, we may not have enough available funds at the time of any change of control to make required repurchases of tendered notes. In addition, under our credit facility, a change of control would be an event of default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar provisions. Our failure to repurchase tendered notes at a time when the repurchase is required by the indentures governing the exchange notes or by the indentures governing our other outstanding notes, would constitute a default under each such indenture. This default would, in turn, constitute an event of default under our credit facility and may constitute an event of default under future senior indebtedness any of which could cause repayment of the related debt to be accelerated after any applicable notice or grace periods. If debt repayment were to be accelerated, we may not have sufficient funds to repurchase the exchange notes and repay the debt.
 
In addition, the definition of change of control for purposes of the indentures does not necessarily afford protection for the holders of notes in the event of some types of highly leveraged transactions, including certain acquisitions, mergers, refinancings, restructurings or other recapitalizations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings and the holders of notes. The definition of change of control for purposes of the indentures also includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to purchase the exchange notes, and the ability of a holder of exchange notes to require us to repurchase its exchange notes pursuant to the offer as a result of a highly leveraged transaction or a sale, lease, transfer, conveyance or other disposition of less than all of our assets taken as a whole may be uncertain.
 
If the exchange notes are rated investment grade at any time by both Standard & Poor’s and Moody’s most of the restrictive covenants contained in the indentures governing the exchange notes will terminate and will not be reinstated in the event that one or both of the ratings later drops below investment grade.
 
If, at any time, the credit rating on either series of the exchange notes, as determined by both Standard & Poor’s and Moody’s, equals or exceeds BBB- and Baa3, respectively, or any equivalent replacement ratings, we will no longer be subject to most of the restrictive covenants and certain events of default contained in the indentures governing the exchange notes. Any restrictive covenants or events of default that cease to apply to us as a result of achieving these ratings will not be restored, even if one or both of the credit ratings on the exchange notes later falls below these thresholds. As a result, you may have less credit protection than you will at the time the exchange notes are issued.
 
If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid.
 
Original notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue exchange notes in exchange for the original notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer — Procedures for Tendering.” These procedures and conditions include timely


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receipt by the exchange agent of such original notes (or a confirmation of book-entry transfer) and of a properly completed and due executed letter of transmittal (or an agent’s message from The Depository Trust Company).
 
Because we anticipate that most holders of original notes will elect to exchange their original notes, we expect that the liquidity of the market for any original notes remaining after the completion of the exchange offer will be substantially limited. Any original notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the original notes of the applicable series outstanding. Following the exchange offer, if you do not tender your original notes, you generally will not have any further registration rights, and your original notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the original notes of each series could be adversely affected.


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THE EXCHANGE OFFER
 
Purpose of the Exchange Offer
 
In connection with the offer and sale of each series of the original notes, we and the guarantors entered into a registration rights agreement with the initial purchasers of each series of original notes. We are making the exchange offer to satisfy our obligations under the registration rights agreements.
 
Terms of the Exchange
 
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, exchange notes for an equal principal amount of original notes. The terms of each series of exchange notes are identical in all material respects to those of the corresponding series of original notes, except for transfer restrictions, registration rights and special interest provisions relating to the original notes that will not apply to the exchange notes. Each series of exchange notes will be entitled to the benefits of the indenture under which such series of exchange notes, and the corresponding series of original notes, was issued. See “Description of Notes — The 2017 Notes” and “Description of Notes — The 2020 Notes.”
 
The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered or accepted for exchange. As of the date of this prospectus, $500.0 million aggregate principal amount of the original 2017 notes and $250.0 million principal amount of the original 2020 notes were outstanding. Original notes tendered in the exchange offer must be in denominations of $1,000 or integral multiples of $1,000.
 
Based on certain interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, holders of original notes, except any holder who is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, who exchange their original notes for exchange notes pursuant to the exchange offer generally may offer the exchange notes for resale, resell the exchange notes and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders’ business and such holders are not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
 
Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes as described in “Plan of Distribution.” In addition, to comply with the securities laws of individual jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. We have agreed, pursuant to our registration rights agreements, to file with the SEC a registration statement (of which this prospectus forms a part) on the appropriate form with respect to the exchange notes. If you do not exchange such original notes for exchange notes pursuant to the exchange offer, your original notes will continue to be subject to restrictions on transfer.
 
If any holder of the original notes is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, the holder would not be able to rely on the applicable interpretations of the SEC and would be required to comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.
 
Expiration Date; Extensions; Termination; Amendments
 
The exchange offer expires on the expiration date, which is 9:00 a.m., New York City time, on          , 2010 unless we, in our sole discretion, extend the period during which the exchange offer is open.
 
We reserve the right to extend the exchange offer at any time and from time to time prior to the expiration date by giving written notice to The Bank of Nova Scotia Trust Company of New York, the exchange agent, and by public announcement communicated by no later than 9:00 a.m. on the next business day following the previously scheduled expiration date, unless otherwise required by applicable law or regulation, by making a release to the


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Dow Jones News Service. During any extension of the exchange offer, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.
 
The exchange date will be as soon as practicable following the expiration date. We expressly reserve the right to:
 
  •  terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events set forth below under “— Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and
 
  •  amend the terms of the exchange offer in any manner, whether before or after any tender of the original notes.
 
If any termination or material amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the original notes as promptly as practicable.
 
Unless we terminate the exchange offer prior to 9:00 a.m., New York City time, on the expiration date, we will exchange the exchange notes for the tendered original notes promptly after the expiration date, and will issue to the exchange agent exchange notes for original notes validly tendered, not withdrawn and accepted for exchange. Any original notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the exchange offer. See “— Acceptance of Original Notes for Exchange; Delivery of Exchange Notes.”
 
This prospectus and the accompanying letter of transmittal and other relevant materials will be mailed by us to record holders of original notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.
 
Procedures for Tendering Original Notes
 
The tender of original notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.
 
General Procedures.  You may tender the original notes by:
 
  •  properly completing and signing the accompanying letter of transmittal or a facsimile and delivering the letter of transmittal together with:
 
  •  the certificate or certificates representing the original notes being tendered and any required signature guarantees, to the exchange agent at its address set forth in the letter of transmittal on or prior to the expiration date, or
 
  •  a timely confirmation of a book-entry transfer of the original notes being tendered, if the procedure is available, into the exchange agent’s account at The Depository Trust Company, or DTC, for that purpose pursuant to the procedure for book-entry transfer described below, or
 
  •  complying with the guaranteed delivery procedures described below.
 
If tendered original notes are registered in the name of the signer of the accompanying letter of transmittal and the exchange notes to be issued in exchange for those original notes are to be issued, or if a new note representing any untendered original notes is to be issued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a commercial bank or trust company located or having an office or correspondent in the United States or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a member of a signature medallion program such as “STAMP.” If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that


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of the registered holder appearing on the note register for the original notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.
 
Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact the registered holder promptly and instruct the registered holder to tender original notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the original notes itself, the beneficial owner must, prior to completing and executing the accompanying letter of transmittal and delivering the original notes, either make appropriate arrangements to register ownership of the original notes in the beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.
 
A tender will be deemed to have been received as of the date when:
 
  •  the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the original notes is received by the exchange agent;
 
  •  the tendering holder’s properly completed and duly signed letter of transmittal accompanied by a book-entry confirmation is received by the exchange agent; or
 
  •  notice of guaranteed delivery or letter or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.
 
Issuances of exchange notes in exchange for original notes tendered pursuant to a notice of guaranteed delivery or letter or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal and the tendered original notes, or book-entry confirmation, if applicable, and any other required documents.
 
All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of original notes will be determined by us and will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defects or irregularities in tenders of any particular holder, whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding.
 
The method of delivery of original notes and all other documents is at the election and risk of the tendering holders, and delivery will be deemed made only when actually received and confirmed by the exchange agent. If the delivery is by mail, it is recommended that registered mail properly insured with return receipt requested be used and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 9:00 a.m., New York City time, on the expiration date. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 9:00 a.m., New York City time, on the expiration date. No letter of transmittal or original notes should be sent to us. Beneficial owners may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.
 
Book-Entry Transfer.  The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of the exchange offer within two business days after this prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.
 
Guaranteed Delivery Procedures.  If you desire to tender original notes pursuant to the exchange offer, but time will not permit a letter of transmittal, the original notes or other required documents to reach the exchange agent on or before the expiration date, or if the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the exchange agent has received at its office a letter or facsimile transmission from an eligible institution setting forth the name and address of the tendering holder, the names in which the original


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notes are registered, the principal amount of the original notes being tendered and, if possible, the certificate numbers of the original notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the expiration date, the original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal and any other required documents, will be delivered by the eligible institution to the exchange agent in accordance with the procedures outlined above. Unless original notes being tendered by the above-described method are deposited with the exchange agent, including through a book-entry confirmation, within the time period set forth above and accompanied or preceded by a properly completed letter of transmittal and any other required documents, we may, at our option, reject the tender. Additional copies of a notice of guaranteed delivery which may be used by eligible institutions for the purposes described in this paragraph are available from the exchange agent.
 
Terms and Conditions contained in the Letter of Transmittal
 
The accompanying letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.
 
The transferring party tendering original notes for exchange will be deemed to have exchanged, assigned and transferred the original notes to us and irrevocably constituted and appointed the exchange agent as the transferor’s agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the original notes and to acquire exchange notes issuable upon the exchange of the tendered original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, other than restrictions on transfer, charges and encumbrances and that the tendered original notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The transferor will be required to agree that acceptance of any tendered original notes by us and the issuance of exchange notes in exchange for tendered original notes will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.
 
By tendering original notes and executing the accompanying letter of transmittal, the transferor certifies that:
 
  •  it is not an affiliate of ours or our subsidiaries or, if the transferor is an affiliate of ours or our subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
  •  the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the registered holder;
 
  •  the transferor has not entered into an arrangement or understanding with any other person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes;
 
  •  the transferor is not a broker-dealer who purchased the original notes for resale pursuant to an exemption under the Securities Act; and
 
  •  the transferor will be able to trade the exchange notes acquired in the exchange offer without restriction under the Securities Act.
 
Each broker-dealer that receives exchange notes for its own account in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”


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Withdrawal Rights
 
Original notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.
 
For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the accompanying letter of transmittal not later than the close of business on the expiration date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered original notes to be withdrawn, the certificate numbers and principal amount of original notes to be withdrawn, that the holder is withdrawing its election to have such original notes exchanged and the name of the registered holder of the original notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the original notes being withdrawn. The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. Properly withdrawn original notes may be retendered by following one of the procedures described under “— Procedures for Tendering Original Notes” above at any time on or prior to the expiration date. If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.
 
Acceptance of Original Notes for Exchange; Delivery of Exchange Notes
 
Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered original notes when and if we have given written notice to the exchange agent.
 
The exchange agent will act as agent for the tendering holders of each series of original notes for the purposes of receiving corresponding series of exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent on the exchange date. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described above, the original notes will be credited to an account maintained by the holder with DTC for the original notes, promptly after withdrawal, rejection of tender or termination of the exchange offer.
 
Conditions to the Exchange Offer
 
Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered original notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if, in our reasonable determination:
 
  •  there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the SEC:
 
  •  seeking to restrain or prohibit the making or consummation of the exchange offer,
 
  •  assessing or seeking any damages as a result thereof, or
 
  •  resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes pursuant to the exchange offer; or
 
  •  the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.


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These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.
 
In addition, we reserve the right to take any action with respect to the exchange offer for one series of original notes (including, without limitation extending, amending, terminating or waiving a condition to the exchange offer with respect to such series) without taking the same action with respect to the exchange offer for the other series of original notes.
 
Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.
 
In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus is a part, or with respect to the qualification of either of the indentures under which the original notes were issued under the Trust Indenture Act, as amended.
 
Exchange Agent
 
The Bank of Nova Scotia Trust Company of New York has been appointed as the exchange agent for the exchange offer. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus, the accompanying letter of transmittal or a notice of guaranteed delivery, should be directed to the exchange agent addressed as follows:
 
         
By Registered or Certified Mail:   Facsimile Transmission Number:   By Hand/Overnight Delivery:
 
The Bank of Nova Scotia Trust Company of New York Attn: Pat Keane
One Liberty Plaza
New York, New York 10006 		  (For Eligible Institutions Only) (212) 225-5436   The Bank of Nova Scotia Trust Company of New York
One Liberty Plaza
New York, New York 10006
    To Confirm by Telephone or for:
Information Call:
(212) 225-5427 		  Attention: Pat Keane
 
Delivery of the accompanying letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.
 
The exchange agent also acts as trustee under each indenture under which the original notes were issued and the exchange notes will be issued.
 
Solicitation of Tenders; Expenses
 
We have not retained any dealer-manager or similar agent in connection with the exchange offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.
 
No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the exchange offer will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus.
 
The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to


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make the exchange offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.
 
Appraisal Rights
 
You will not have dissenters’ rights or appraisal rights in connection with the exchange offer.
 
Accounting Treatment
 
The exchange notes will be recorded at the carrying value of the original notes as reflected on our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the exchange of exchange notes for original notes. Expenses incurred in connection with the issuance of the exchange notes will be amortized over the term of the exchange notes.
 
Transfer Taxes
 
If you tender your original notes, you will not be obligated to pay any transfer taxes in connection with the exchange offer unless you instruct us to register exchange notes in the name of, or request original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.
 
Income Tax Considerations
 
We advise you to consult your own tax advisers as to your particular circumstances and the effects of any state, local or foreign tax laws to which you may be subject.
 
United States.  The following discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, and regulations, rulings and judicial decisions thereunder, in each case as in effect on the date of this prospectus, all of which are subject to change.
 
The exchange of an original note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding original note surrendered.
 
Canada.  The following discussion is based upon the federal laws of Canada in effect on the date of this prospectus as interpreted in published statements of the current administrative practices of Canada Customs and Revenue Agency, all of which are subject to change.
 
A non-resident of Canada who deals at arm’s length with us and does not use or hold, and is not deemed to use or hold, the original notes in the course of carrying on business in Canada will not be liable for any Canadian federal income tax as a consequence of the exchange of original notes for exchange notes pursuant to the exchange offer.
 
See “Important U.S. and Canadian Tax Considerations” for more information.
 
Consequences of Failure to Exchange
 
As consequence of the offer or sale of the original notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of original notes who do not exchange original notes for exchange notes in the exchange offer will continue to be subject to the restrictions on transfer of the original notes. In general, the original notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.
 
Upon completion of the exchange offer, due to the restrictions on transfer of the original notes and the absence of similar restrictions applicable to the exchange notes, it is likely that the market, if any, for original notes will be relatively less liquid than the market for exchange notes. Consequently, holders of original notes who do not participate in the exchange offer could experience significant diminution in the value of their original notes compared to the value of the exchange notes.


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    Year Ended December 31,
    2005(1)   2006   2007   2008(1)   2009
 
Consolidated ratio of earnings to fixed charges(2)
  0.62x   1.20x   1.86x   0.05x   1.56x
 
 
(1) For the years ended December 31, 2005 and 2008, earnings were inadequate to cover fixed charges by approximately $35 million and $109 million, respectively.
 
(2) For purposes of this ratio, earnings consist of pre-tax income (loss) from continuing operations before share of results of significantly influenced companies and non-controlling interest, plus fixed charges. Fixed charges consist of interest expensed and capitalized, plus the portion of rent expense under operating leases deemed to be representative of interest. The ratio has been computed in accordance with Canadian GAAP as the differences under US GAAP are not material.


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USE OF PROCEEDS
 
The exchange offer is intended to satisfy our obligations under the registration rights agreements relating to each series of original notes. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal principal amount of outstanding original notes. The form and terms of each series of exchange notes are identical in all material respects to the form and terms of the corresponding original notes, except with respect to the transfer restrictions and registration rights and related special interest provisions relating to the original notes. The original notes surrendered in exchange for the exchange notes will be retired and marked as cancelled and cannot be reissued.


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CAPITALIZATION
 
The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2009 on a historical basis. You should read this information in conjunction with our consolidated financial statements and the related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations for each of the three years ended December 31, 2009, each of which is incorporated by reference into this prospectus, as well as the information included in this prospectus under the headings “Exchange Rate Data and Exchange Controls,” “Summary — Summary Historical Financial Information” and “Description of Other Indebtedness.”
 
         
    As of
 		 
    December 31, 2009  
    (In millions of Cdn$)  
 
Cash and cash equivalents
  $ 19  
         
Total debt
       
Bank loans and advances
  $ 41  
Revolving facility(1)
    159  
Term credit facility
    100  
77/8% Senior Notes due 2020
    257  
73/4% Senior Notes due 2017
    516  
73/4% Senior Notes due 2016
    197  
63/4% Senior Notes due 2013(2)
    63  
71/4% Senior Notes due 2013(2)
    122  
Other debt
    12  
Other debts without recourse to Cascades Inc.(3)
    105  
Less: Unamortized financing cost
    (20 )
         
Total debt
  $ 1,552  
         
Shareholders’ equity
       
Capital stock
  $ 499  
Contributed surplus
    14  
Retained earnings
    700  
Accumulated other comprehensive income
    91  
Total shareholders’ equity
    1,304  
         
Total capitalization
  $ 2,856  
         
 
 
(1) We currently have an $750 million revolving credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving credit facility after giving effect to outstanding letters of credit of $26 million and the reduction in our borrowing base capacity of $44 million.
 
(2) Since December 31, 2009, we have repurchased, through our wholly owned subsidiary Cascades Tenderco Inc., approximately $112 million of our outstanding 71/4% Senior Notes due 2013 and approximately $54 million of our outstanding 63/4% Senior Notes due 2013.
 
(3) Represents our proportionate interest in debt incurred by our joint ventures and unrestricted subsidiaries.


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EXCHANGE RATE DATA AND EXCHANGE CONTROLS
 
The following table sets forth, for the periods indicated, the average, high, low and end-of-period noon rates published by the Bank of Canada. Such rates are set forth as U.S. dollars per Cdn$1.00 and are the rates published by the Bank of Canada for Canadian dollars per US$1.00. On April 21, 2010, the noon rate was Cdn$1.00 equals US$1.0016. We do not make any representation that Canadian dollars could have been converted into U.S. dollars at the rates shown or at any other rate.
 
                 
Year Ended:
  Average(1)   Period End
 
December 31, 2009
    0.9484       0.9555  
December 31, 2008
    0.9381       0.8166  
December 31, 2007
    0.9304       1.0120  
December 31, 2006
    0.8818       0.8581  
December 31, 2005
    0.8253       0.8577  
 
                 
Month Ended:
  High   Low
 
April 2010 (through April 21, 2010)
    1.0039       0.9803  
March 31, 2010
    0.9888       0.9596  
February 28, 2010
    0.9597       0.9316  
January 31, 2010
    0.9755       0.9384  
 
 
(1) The average of the exchange rates for all days during the applicable year.
 
Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian company to non-resident investors. There are no laws of Canada or exchange restrictions affecting the remittance of dividends, interest, royalties or similar payments to non-resident holders of our securities.


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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
 
The following table presents selected historical financial information about us. The selected historical financial information as of December 31, 2009 and 2008 and for each of the fiscal years ended December 31, 2005, 2006, 2007, 2008 and 2009 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes, which are incorporated by reference into this prospectus. The summary historical financial information as of December 31, 2007 has been derived from our audited financial statements as of December 31, 2007 which are not incorporated by reference into this prospectus. All of the following historical financial information should also be read in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operation, which is incorporated by reference into this prospectus. Information presented below for the “restricted group” has been derived from the information used in preparing our audited consolidated financial statements as of and for the years ended December 31, 2005, 2006, 2007, 2008 and 2009.
 
Our audited consolidated financial statements have been prepared in accordance with Canadian GAAP. In certain respects, Canadian GAAP differs from U.S. GAAP. See Note 22 to our audited consolidated financial statements, incorporated by reference into this prospectus, for a description of material differences between U.S. GAAP and Canadian GAAP as they relate to our audited consolidated financial statements.
 
                                         
    Year Ended December 31,  
    2005(1)     2006(1)     2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Consolidated Statement of Earnings Data:
                                       
Sales
  $ 3,201     $ 3,278     $ 3,929     $ 4,017     $ 3,877  
Cost of sales and expenses
                                       
Cost of sales (excluding depreciation and amoritzation)
    2,632       2,657       3,201       3,323       2,991  
Depreciation and amortization
    168       160       207       213       218  
Selling and administrative expenses
    305       304       390       389       413  
Losses (gains) on disposal and other
    (10 )     (4 )     (17 )     5       1  
Impairment and other restructuring costs
    65       67       9       43       58  
Loss (gain) on financial instruments
    10       (3 )     (6 )     28       (18 )
                                         
Total cost of sales and expenses
    3,170       3,181       3,784       4,001       3,663  
Operating income
    31       97       145       16       214  
Financing expense
    76       79       102       102       101  
Loss on refinancing of long term debt
    —       —       —       —       17  
Gain on purchase of senior notes
    —       —       —       (2 )     (14 )
Foreign exchange loss (gain) on long-term debt and financial instruments
    (12 )     —       (59 )     26       45  
                                         
      (33 )     18       102       (110 )     65  
Provision for (recovery of) income taxes
    (7 )     6       11       (32 )     23  
Share of results of significantly influenced companies and dilution gain
    (7 )     (8 )     (27 )     (8 )     (17 )
Non-controlling interest
  $ —     $ —     $ 3     $ 2     $ (1 )
                                         


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    Year Ended December 31,  
    2005(1)     2006(1)     2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Net earnings (loss) from continuing operations
    (19 )     20       115       (72 )     60  
Net earnings (loss) from discontinued operations
    (77 )     (16 )     (19 )     18       —  
                                         
Net earnings (loss) for the year
    (96 )     4       96       (54 )     60  
                                         
Net earnings (loss) from continuing operations per common share
                                       
Basic
    (0.23 )     0.25       1.16       (0.73 )     0.61  
Diluted
    (0.23 )     0.25       1.16       (0.73 )     0.60  
Net earnings (loss) per common share
                                       
Basic
    (1.18 )     0.05       0.96       (0.55 )     0.61  
Diluted
    (1.18 )     0.05       0.96       (0.55 )     0.60  
Weighted average number of common shares outstanding during the year
    81,136,576       80,941,603       99,329,472       98,804,536       97,656,412  
Selected Business Segment Data:
                                       
Sales:
                                       
Packaging:
                                       
Boxboard
  $ 1,299     $ 1,359     $ 1,343     $ 1,323     $ 1,313  
Containerboard
    605       600       1,193       1,203       1,062  
Specialty Products
    688       691       834       860       769  
Inter-segment sales
    (68 )     (68 )     (108 )     (100 )     (67 )
                                         
Packaging total
    2,524       2,582       3,262       3,286       3,077  
Tissue Papers
    708       727       713       787       840  
Inter-segment sales and corporate activities
    (31 )     (31 )     (46 )     (56 )     (40 )
                                         
Consolidated sales
  $ 3,201     $ 3,278     $ 3,929     $ 4,017     $ 3,877  
                                         
OIBD (excluding specific items)(2)
                                       
Packaging:
                                       
Boxboard
  $ 60     $ 55     $ 44     $ 33     $ 115  
Containerboard
    65       91       176       130       145  
Specialty Products
    38       58       60       67       74  
                                         
Packaging total
    163       204       280       230       334  
Tissue Papers
    102       116       65       90       154  
Corporate activities
    (3 )     (5 )     5       (14 )     (23 )
                                         
Consolidated OIBD (excluding specific items)(2)
  $ 262     $ 315     $ 350     $ 306     $ 465  
                                         
Consolidated OIBD (excluding specific items) margin(2)
    8.2 %     9.6 %     8.9 %     7.6 %     12.0 %

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    Year Ended December 31,  
    2005(1)     2006(1)     2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Shipments (in ’000 of short tons)
                                       
Total Boxboard
    1,043       1,204       1,202       1,093       1,024  
Total Containerboard
    746       742       1,412       1,374       1,215  
Total Specialty Products
    434       457       450       458       444  
Tissue Papers — jumbo rolls and converted products
    425       443       451       471       459  
                                         
Consolidated shipments
    2,648       2,846       3,515       3,396       3,142  
                                         
Containerboard — Corrugated Containers (msf)
    6,868       6,799       13,378       12,998       11,729  
                                         
Balance Sheet Data:
                                       
Cash and cash equivalents
  $ 43     $ 34     $ 25     $ 11     $ 19  
Working capital(3)
    573       585       604       664       552  
Property, plant and equipment
    1,562       2,063       1,886       2,030       1,912  
Total assets
    3,042       3,909       3,768       4,031       3,792  
Total debt(4)
    1,341       1,708       1,621       1,812       1,552  
Shareholders’ equity
    894       1,155       1,198       1,256       1,304  
Capital Stock
    259       510       509       506       499  
Other Selected Information:
                                       
Cash flows provided by operating activities
  $ 142     $ 218     $ 89     $ 124     $ 357  
Cash flows used in investing activities
    (166 )     (684 )     (136 )     (178 )     (257 )
Cash flows provided by (used in) financing activities
    73       400       79       (9 )     (89 )
Purchase of property, plant and equipment
    121       110       167       184       173  
Current income taxes
    21       34       33       20       30  
Selected Restricted Group Financial Data:(5)
                                       
Consolidated sales
  $ 3,201     $ 3,278     $ 3,929     $ 4,017     $ 3,877  
Joint Ventures
    (834 )     (834 )     (111 )     (341 )     (356 )
Unrestricted Subsidiaries
    —       —       (254 )     (253 )     (181 )
Inter-segment sales
    76       81       136       141       86  
                                         
Restricted group sales
  $ 2,291     $ 2,525     $ 3,700     $ 3,564     $ 3,426  
                                         
Consolidated OIBD (excluding specific items)(2)
  $ 262     $ 315     $ 350     $ 306     $ 465  
Joint Ventures
    (92 )     (121 )     (15 )     (19 )     (25 )
Unrestricted Subsidiaries
    —       —       (22 )     (20 )     (5 )
Dividends Received
    33       22       5       19       4  
                                         
Restricted Group Adjusted OIBD (excluding specific items)(2)
  $ 203     $ 216     $ 318     $ 286     $ 439  
                                         
Total assets (including joint ventures and unrestricted subsidiaries under equity method)
  $ 2,599     $ 3,898     $ 3,713     $ 3,785     $ 3,601  
Cash and cash equivalents
    24       29       13       3       6  

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    Year Ended December 31,  
    2005(1)     2006(1)     2007(1)     2008(1)     2009  
    (In millions of Cdn$)  
 
Total debt(4)
    1,119       1,704       1,618       1,703       1,494  
Cash flows provided by operating activities
    56       129       32       133       323  
Cash flows used in investing activities
    (87 )     (554 )     (123 )     (106 )     (269 )
Cash flows provided by (used in) financing activities
    35       429       76       (35 )     (51 )
Ratio of net debt to Adjusted OIBD (excluding specific items)(2)(4)
    5.4x       7.8x       5.1x       5.9x       3.4x  
 
                                         
    Year Ended December 31,  
    2005     2006     2007     2008     2009  
    (In millions of Cdn$)  
 
U.S. GAAP Consolidated Financial and Other Data:
                                       
Statement of Earnings Data:
                                       
Sales
  $ 3,201     $ 3,278     $ 3,929     $ 3,806     $ 3,653  
Net earnings (loss)
    (102 )     (4 )     90       (49 )     59  
Balance Sheet Data:
                                       
Total assets
    3,077       3,944       3,807       3,850       3,625  
Total debt(4)
    1,340       1,707       1,633       1,748       1,503  
Shareholders’ equity
    929       1,185       1,219       1,269       1,290  
Other Selected Information:
                                       
Cash flow from operating activities
    142       218       96       127       342  
Cash flow from investing activities
    (166 )     (684 )     (143 )     (185 )     (244 )
Cash flow from financing activities
    73       400       79       (7 )     (86 )
 
 
(1) Effective January 1, 2009, Cascades Inc. retrospectively adopted CICA handbook Section 3064, “Goodwill and intangible assets,” replacing CICA handbook Section 3062, “Goodwill and other intangible assets,” and CICA handbook Section 3450, “Research and development costs.” This new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The provisions of Section 3064 have been adopted retrospectively, with restatement of prior periods. As a result of this adoption, Cascades Inc. adjusted certain expenditures related to start-up costs as expenses, rather than recording them as assets in “Other finite-life intangible assets.” Cascades Inc. also reclassified from property, plant and equipment to other assets, the net book value of its software in the amount of $7 million as of December 31, 2008. The impact of the adoption of Section 3064 increased net earnings by $1 million in each of 2005, 2006, 2007 and 2008.
 
(2) Consolidated Operating Income before Depreciation and Amortization (excluding specific items), or “OIBD (excluding specific items)”, is not a measure of performance under Canadian GAAP. We disclose OIBD (excluding specific items) because it is a supplemental measure used by management to assess our financial performance. Moreover, we believe that OIBD (excluding specific items) is a measure often used by investors to assess a company’s operating performance and its ability to meet debt service requirements. OIBD (excluding specific items) has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under Canadian GAAP. These limitations include the following:
 
  •  OIBD (excluding specific items) excludes certain income tax payments that may represent a reduction in cash available to us;

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  •  OIBD (excluding specific items) does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
 
  •  OIBD (excluding specific items) does not reflect changes in, or cash requirements for, our working capital needs;
 
  •  OIBD (excluding specific items) does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;
 
  •  although depreciation and amortization expenses are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and OIBD (excluding specific items) does not reflect any cash requirements for such replacements; and
 
  •  the specific items excluded from OIBD include mainly charges for impairment of assets, charges for facility or machine closures, debt restructuring charges, gain or loss on sale of business units and unrealized gain or loss on financial instruments that do not qualify for hedge accounting. Although we consider these items to be unusual and less relevant to evaluate our performance, some of these items will continue to take place and will reduce the cash available to us.
 
Because of these limitations, OIBD (excluding specific items) should not be used as a substitute for net earnings or cash flows from operating activities as determined in accordance with Canadian GAAP, nor is it necessarily indicative of whether or not cash flow will be sufficient to fund our cash requirements. In addition, our definitions of OIBD (excluding specific items) may differ from those of other companies. A reconciliation of OIBD (excluding specific items) to net earnings (loss) for the year and to net cash provided by (used in) operating activities, which we believe to be the closest Canadian GAAP performance and liquidity measures to OIBD (excluding specific items), is set forth below.
 
                                         
    Year Ended December 31,  
    2005     2006     2007     2008     2009  
    (In millions of Cdn$)  
 
OIBD Reconciliation:
                                       
Net earnings (loss) for the year
  $ (96 )   $ 4     $ 96     $ (54 )   $ 60  
Net earnings (loss) from discontinued operations
    77       16       19       (18 )     —  
                                         
Net earnings (loss) from continuing operations
    (19 )     20       115       (72 )     60  
Non-controlling interest
    —       —       3       2       (1 )
Share of results of significantly influenced companies and dilution gain
    (7 )     (8 )     (27 )     (8 )     (17 )
Provision for (recovery of) income taxes
    (7 )     6       11       (32 )     23  
Foreign exchange loss (gain) on long-term debt and financial instruments
    (12 )     —       (59 )     26       45  
Gain on repurchase of senior notes
    —       —       —       (2 )     (14 )
Loss on long-term debt refinancing
    —       —       —       —       17  
Financing expense
    76       79       102       102       101  
Depreciation and amortization
    168       160       207       213       218  
                                         
OIBD
    199       257       352       229       432  
Specific Items:
                                       
Inventory adjustment resulting from business acquisition
    —       —       6       2       —  
Loss (gain) on disposals and others
    (10 )     (4 )     (17 )     5       1  
Impairment loss
    47       47       3       16       46  
Closure and restructuring costs
    18       20       6       27       12  
Unrealized loss (gain) on financial instruments
    8       (5 )     —       27       (26 )
                                         
OIBD (excluding specific items)
  $ 262     $ 315     $ 350     $ 306     $ 465  
                                         


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    Year Ended December 31,  
    2005     2006     2007     2008     2009  
    (In millions of Cdn$)  
 
OIBD Reconciliation:
                                       
Cash flow provided by operating activities
  $ 142     $ 218     $ 89     $ 124     $ 357  
Changes in non-cash working capital components
    17       (35 )     89       31       (52 )
Depreciation and amortization
    (168 )     (160 )     (207 )     (213 )     (218 )
Current incomes taxes
    21       34       33       20       30  
Interest expense (includes interest on long-term debt, other interest less interest income and capitalized interest)
    76       79       102       102       101  
Loss on long-term debt refinancing
    —       —       —       —       13  
Gains or losses on disposals and others
    10       4       29       (5 )     (1 )
Impairment loss and other restructuring costs
    (52 )     (50 )     (3 )     (16 )     (50 )
Unrealized gain (loss) on financial instruments
    (8 )     5       —       (27 )     26  
Early settlement on natural gas contracts
    —       —       —       (11 )     —  
Other non-cash adjustments
    (7 )     2       13       11       8  
                                         
Operating income
    31       97       145       16       214  
Depreciation and amortization
    168       160       207       213       218  
                                         
OIBD
    199       257       352       229       432  
Specific Items:
                                       
Inventory adjustment resulting from business acquisition
    —       —       6       2       —  
Loss (gain) on disposals and others
    (10 )     (4 )     (17 )     5       1  
Impairment loss
    47       47       3       16       46  
Closure and restructuring costs
    18       20       6       27       12  
Unrealized loss (gain) on financial instruments
    8       (5 )     —       27       (26 )
                                         
OIBD (excluding specific items)
  $ 262     $ 315     $ 350     $ 306     $ 465  
                                         
 
 
(3) Working capital includes accounts receivable plus inventories less accounts payable. It excludes the unpaid provision for restructuring cost, the current portion of derivatives financial instruments assets or liabilities, the current portion of future tax assets or liabilities, the current portion of other liabilities and the net income taxes recoverable.
 
(4) Total debt is defined as long-term debt, current portion of long-term debt and bank loan and advances. Net debt is total debt less cash and cash equivalents.
 
(5) Restricted group financial data comes from Cascades Inc. and those subsidiaries that are “restricted” under the indentures governing the notes. Adjusted OIBD (excluding specific items) specific to the restricted group is defined as Operating Income before Depreciation and Amortization of our restricted group plus cash dividends paid to us by joint ventures and companies in which we hold a minority interest. The restricted group financial data includes data of certain subsidiaries that do not and will not guarantee the notes but that are and will be part of the restricted group for purposes of the indentures. The restricted group includes certain non-guarantor subsidiaries outside of Canada and the United States, but excludes our joint ventures, minority investments and unrestricted subsidiaries. We have included the restricted group financial information because we believe it is a measure used by management and provides our investors helpful information with respect to the financial results, including cash flows, of the business and operations that will be subject to the restrictive covenants under the indentures governing the notes.

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BUSINESS
 
All information in this section is given as of December 31, 2009, unless otherwise indicated.
 
General
 
Established in 1964, Cascades Inc., or Cascades, is the parent company of a North American and European group of companies involved in the production, conversion and marketing of packaging products and tissue papers principally composed of recycled fiber. In 2009, excluding its equity investment in Reno De Medici S.p.A., Cascades consumed approximately 3 million short tons of fiber and pulp. Recycled fiber, wood fiber (chips and logs) and pulp respectively accounted for 72%, 20% and 8% of the total fiber and pulp consumption. Cascades obtains most of its supply of recycled fiber through its own recovery network as well as through mid- to long-term agreements with independent suppliers. Cascades obtains its supply of wood fiber and pulp through contractual agreements with independent sawmills, timberland owners and pulp producers.
 
Cascades conducts its business principally through two operating sectors, namely:
 
  •  The Packaging Products sector which includes the:
 
  •  Boxboard Group, a manufacturer of premium coated boxboard and folding cartons;
 
  •  Containerboard Group, a manufacturer of containerboard and leading converter of corrugated products; and
 
  •  Specialty Products Group, which manufactures specialty papers, industrial packaging and consumer product packaging and is also involved in recovery and recycling.
 
  •  The Tissue Papers sector which operates units that manufacture and convert tissue paper for the commercial, institutional, and retail markets.
 
These two sectors include over 108 operating units located in Canada, the United States and Europe, and employ over 12,400 employees. This structure decentralizes authority while allowing continuous exchanges between sectors and a better coordination of all of the operations. Cascades sets strategic guidelines and ensures that corporate policies concerning acquisition and financing strategies, legal affairs, human resources management and environmental protection are applied by the subsidiaries, divisions and affiliated companies.
 
Packaging
 
The Packaging Products sector is divided into three groups of activities: the Boxboard Group, the Containerboard Group and the Specialty Products Group.
 
Boxboard Group
 
In North America, the Boxboard Group operates three mills that produce premium coated boxboard for conversion into folding cartons and micro-flute packaging, with a total annual production capacity of 346,000 metric tons. These three mills are located in Canada and the American northeast.
 
Recycled fiber accounts for approximately 75% of their total pulp and fiber consumption. Also vertically integrated downstream via its Folding Carton Division, the division’s five plants, one in Québec, two in Ontario, one in Manitoba and one in Kentucky in the United States annually convert some 75,000 metric tons a year supplied mainly by its Canadian boxboard mills. These plants design, develop and produce packaging solutions that meet the specific needs of companies focused on food and consumer products, including beverages, dry food, frozen and perishable food, and health and beauty care. Dopaco, Inc. operates six plants (two in Ontario and four in the United States) converting some 170,000 tons of boxboard a year, which partly comes from Cascades’ boxboard mills, into folding cartons and cups. It also has interests in a joint venture in the United States, Union Packaging, LLC.
 
A leading producer of cups and folding cartons for quick service restaurants in North America through its wholly owned subsidiary, Dopaco, Inc., it operates six plants (two in Ontario and four in the United States) and converts some 165,000 tons of boxboard a year, which mostly comes from Cascades’ boxboard mills. It also holds an interest in a joint venture in the United States, Union Packaging, LLC.


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In 2009 and 2008, the Boxboard Group’s sales in North America respectively amounted to $1.313 billion and $1.323 billion. In 2009, 67% of the sales were generated in the United States and 33% in Canada. Products are delivered to customers by truck, rail or a combination of both. As at December 31, 2009, the Boxboard Group employed more than 2,400 employees in 14 facilities in North America.
 
In Europe, the Boxboard Group operates two mills, one in France and one in Sweden that produce coated boxboard made of virgin fiber. With a total annual production capacity of 202,000 metric tons, these two plants employ close to 500 employees. Cascades also holds a 36% investment in the Italian company Reno de Medici S.p.A, the second largest European producer of recycled coated boxboard with eight mills and an annual production capacity of 940,000 metric tons.
 
The following table lists the manufacturing and converting plants owned by the Boxboard Group, the approximate annual production capacity of the facilities or shipments and the products manufactured or the operations carried out therein, as the case may be, in 2009:
 
         
        Annual Capacity or
Facilities
 
Products/Services
 
Shipments
 
Manufacturing
      Annual Capacity
In Metric Tons
Jonquière (Québec)
  From 100% virgin to 100% recycled coated boxboard   144,000
East Angus (Québec)
  100% recycled coated boxboard   66,000
Versailles (Connecticut)
  100% recycled coated boxboard   136,000
LaRochette (France)
  Coated boxboard   140,000
Cascades Djupafors A.B. (Sweden)
  Light-weight coated boxboard, virgin fiber   62,000
         
Converting
      Shipments
In Metric Tons
Mississauga (Ontario)
  Processing and printing of boxboard for folding cartons   21,000
Cobourg (Ontario)
  Processing and printing of boxboard for folding cartons   14,000
Winnipeg (Manitoba)
  Processing and printing of boxboard for folding cartons   17,000
Lachute (Québec)
  Processing and printing of boxboard for folding cartons   8,000
Hebron (Kentucky)
  Processing and printing of boxboard for folding cartons   15,000
Dopaco, Inc. (Pennsylvania, California, North Carolina, Illinois and Ontario)
  Packaging products for the quick-service restaurant industry   165,000
 
Containerboard Group
 
As of December 31, 2009, the Containerboard Group, conducting business under the name Norampac, employed more than 4,100 employees in its 32 containerboard mills and corrugated products converting plants in Canada, the United States and France. This network produces a broad range of products for sale to both regional and national customers in a variety of industries, including the food, beverage and consumer products industries. Seven linerboard and corrugated medium mills in Canada, the United States and France have a combined annual production capacity of 1.2 million short tons, dedicated to specialty papers such as white-top linerboard. The products manufactured by the seven manufacturing mills consist of 23% linerboard and 77% corrugating medium. In 2009, approximately 66% of their North American output was converted by Norampac’s 25 corrugated products converting plants, strategically located across Canada and the northeastern United States. The Containerboard Group purchases all of its needs in virgin fiber in Québec and Ontario, and purchases the third of its recycled fiber in the United States and the rest in Canada. Products are delivered mainly by truck, rail or a combination of both.


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In 2009, consolidated sales of this group amounted to $1.062 billion, compared to $1.203 billion in 2008, mainly allocated as follows: 66% in Canada, 25% in the United States and 9% outside of North America. Its own sales force carries out the sales of this group together with sales agents for export purposes.
 
The following table lists the mills and converting plants of the Containerboard and Corrugated Products Group and the approximate annual production capacity or shipments of each facility as well as the products manufactured or, where applicable, their activities in 2009.
 
         
        Annual Capacity or
Facilities
 
Products/Services
 
Shipments
 
Containerboard
      Annual Capacity
In Short Tons
Norampac Industries Inc., Niagara Falls Division (New York)
  100% recycled corrugating medium   275,000
Norampac Avot Vallée SAS (France)
  100% recycled corrugating medium and linerboard   155,000
Kingsey Falls (Québec)
  100% recycled linerboard   103,000
Cabano (Québec)
  Corrugating medium   242,000
Trenton (Ontario)
  Corrugating medium in various basis weights   194,000
Mississauga (Ontario)
  100% recycled linerboard   173,000
Burnaby (British Columbia)
  100% recycled corrugating medium and gypsum paper   128,000
Corrugated Products
      Shipments
In Square Feet
Newfoundland (St. John’s)
  Corrugated packaging   138,000,000
Moncton (New Brunswick)
  Corrugated packaging   322,000,000
Québec (Québec)
  Variety of corrugated packaging containers   362,000,000(1)
Drummondville (Québec)
  Corrugated packaging containers for medium or heavy volume   786,000,000
Victoriaville (Québec)
  Corrugated packaging of all sizes   292,000,000
Vaudreuil (Québec)
  Variety of corrugated packaging containers   845,000,000
Viau, Montréal (Québec)
  Variety of corrugated packaging containers   760,000,000
Le Gardeur (Québec)
  Corrugated sheets, packaging and pallets   63,000,000
Belleville (Ontario)
  Variety of corrugated packaging containers   247,000,000
Etobicoke (Ontario)
  Variety of corrugated packaging containers   404,000,000
Jellco, Barrie (Ontario)
  Variety of corrugated packaging containers   97,000,000
Peterborough (Ontario)
  Corrugated sheets, packaging and pallets   70,000,000
St-Mary’s (Ontario)
  Corrugated packaging   769,000,000
OCD, Mississauga (Ontario)
  Corrugated packaging   743,000,000
Vaughan (Ontario)
  Corrugated sheets   1,785,000,000
North York (Ontario)
  Single face sheets, co-packaging and display operations   40,000,000
Lithotech, Scarborough (Ontario)
  Single face laminate   173,000,000
Winnipeg (Manitoba)
  Waxed corrugated containers   484,000,000
Saskatoon (Saskatchewan)
  Corrugated product packaging   15,000,000
Calgary (Alberta)
  Die cut boxes   549,000,000
Richmond (British Columbia)
  Corrugated packaging   433,000,000
Norampac New York City Inc.
(New York)
  Graphic packaging and industrial box mix   800,000,000
Norampac New England Inc., Leominster Division (Massachusetts)
  Industrial box mix   491,000,000
Norampac Schenectady Inc.
(New York)
  Variety of corrugated packaging containers   531,000,000
Norampac Industries, Inc., Lancaster Division (New York)
  Variety of corrugated packaging containers   347,000,000
Norampac New England Inc., Thompson Division (Connecticut)
  Variety of corrugated packaging containers   186,000,000
Services
       
Art & Die, Etobicoke (Ontario)
  Graphic art and printing plates   5,042,000 square inches
 
 
(1) In November 2009, the Québec plant definitely ceased its activities.


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Specialty Products Group
 
The Specialty Products Group operates in four main sectors of activity, namely: industrial packaging, consumer product packaging, specialty papers, as well as in recovery and recycling. As of December 31, 2009, this Group operated 43 facilities located in North America and Europe, including 19 recovery centers in Canada and the United States. It employs more than 2,600 people. Sales of this group amounted to $769 million in 2009, compared with $860 million in 2008.
 
Industrial Packaging
 
Cascades Conversion Inc., Converdis Inc. and Cascades Sonoco Inc., joint venture companies, convert uncoated board, obtained in part within the Cascades network, into industrial packaging materials for the pulp and paper industry, such as roll headers and paperboard packaging from rolls of newspaper. Cascades Conversion Inc. manufactures as well a unique model of heat plate for sealing roll edges. The sales for these mills are handled by their own sales force. In 2009, one customer accounted for 16% of sales and the principal geographic market is the United States with 64%, followed by the province of Québec at 21% and by other Canadian provinces at 15%.
 
Cascades Rollpack S.A.S. operates two plants in France at Saulcy-sur-Meurthe and Châtenois, which manufacture roll headers made of linerboard and uncoated paperboard obtained from within European paper mills. The sales of these mills are made through their own sales forces. In 2009, one customer accounted for 10% of the products sold and the principal geographic market is Europe with France at 34%, Germany at 27%, and Sweden at 9% and other various countries at 30%.
 
Cascades Multi-Pro, located in Drummondville (Québec) manufactures laminated boards used in many industrial sectors as well as honeycomb paperboard. Cascades Enviropac in Berthierville, St Césaire (Québec) and Toronto (Ontario) plants as well as Cascades Enviropac HPM LLC in Grand Rapids (Michigan) manufacture honeycomb paperboard used as industrial packaging in general. The sales for these mills are handled by internal and external sales representatives. In 2009, their most important customer accounted for 7% of sales and the principal geographic market is the United States at 50%, followed by the province of Ontario with 28%, Québec at 18% and by other Canadian provinces with 4%. The supply of uncoated board is principally obtained within the Cascades network.
 
Cascades Papiers Kingsey Falls (Québec) produces uncoated board using 100% recycled fiber. This board is used mainly by converters specializing in commercial and industrial packaging such as headers and wrappers for the paper industry as well as spacers and partitions used to package products. This division produces approximately 88,000 metric tons of which 56% is sold to affiliated companies while the balance is sold to third parties of which three represent, respectively, 4%, 4% and 3% of sales. 60% of total sales are made to customers located in Québec. Raw material is sourced principally in Québec (88%), as well as in Ontario (3%) and in the United States (9%). Products are delivered principally by, in order of importance, truck, rail and ships.


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The following table lists the main mills of the industrial packaging products sector and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2009.
 
             
        Annual Capacity
 		 
        In Metric Tons or
 		 
Facilities
 
Products
  Square Feet  
 
Cascades Conversion Inc. Kingsey Falls (Québec)
  Roll headers and packaging products     65,000  
Converdis Inc. Berthierville (Québec)
  Packaging products     50,000  
Cascades Sonoco Inc., Birmingham (Alabama)
  Roll headers and packaging products     50,000  
Cascades Sonoco Inc., Tacoma (Washington)
  Roll headers and packaging products     30,000  
Cascades Rollpack S.A.S., Saucy-sur- Meurthe and Châtenois (France)
  Roll headers and packaging reams     30,000  
Cascades Multi-Pro Drummondville (Québec)
  Sheeting, dividers, laminated board and honeycomb packaging products     15,000  
Cascades Enviropac, Berthierville and St. Cesaire (Québec)
  Honeycomb packaging products     8,000  
Cascades Enviropac — Toronto (Ontario)
  Honeycomb packaging products     6,000  
Cascades Enviropac HPM LLC Grand Rapids (Michigan)
  Honeycomb packaging products and other packaging products     10,000  
Cascades Papiers Kingsey Falls (Québec)
  Uncoated board     93,000  
 
Consumer Product Packaging
 
Two mills manufacture molded pulp products, Cascades Forma-Pak in Kingsey Falls (Québec) and Cascades Moulded Pulp, Inc., in North Carolina (United States). The manufactured moulded pulp products are primarily destined for poultry farms and the quick-service restaurant business in Canada (7%) and the United States (93%). This sector of the Specialty Products Group produces mainly filler flats designed for egg processors, trays and specialty packaging products. Sales representatives and a network of sales agents serve customers; seven of them purchase 64% of sales. Raw material for these molded pulp products is composed of 100% recycled material.
 
Plastiques Cascades, located in Kingsey Falls (Québec), and Cascades Plastics Inc., located in Warrenton (Missouri), specialize in the food industry, notably, packaging for the quick-service restaurant business and specialty packaging for the meat processing industry. The principal raw material used is polystyrene. Sales representatives and a network of sales agents serve Canada and the United States.
 
Plastiques Cascades — Re-Plast, located in Notre-Dame-Du-Bon-Conseil (Québec), recycles waste plastic generated by selective collection and industrial waste. The principal products are building construction boards, 100% recycled plastic or wood-plastic composite commercialized under the name Perma-Deck®, manufactured from post-consumer and post-industrial recycled plastic and wood residue. A variety of outdoor furnishings for outdoor use, commercialized under the name Urbain Design®, completes this list. Products are sold through sales agents, manufacturing agents and distributors.
 
Cascades Inopak, located in Drummondville (Québec), specializes in the thermo molding of rigid sheets of plastic and molding by injection. Its principal products are wrappers for packaging coins sold under the trade name Plastichange® and a complete line of multi-use containers known under the trademarks Benpactm and VuPacktm for the retail sale and packaging of food and industrial products under the trademark Frig-O-Seal®. Products are sold through distributors and agents. The principal raw materials used are P.E.T., polypropylene, clear polystyrene, PVC and the compostable plastic P.L.A.


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Sales for these plastic units are allocated as follows:
 
                 
Territory
  2008     2009  
 
Québec
    47 %     46 %
Ontario
    16 %     14 %
The rest of Canada
    1 %     2 %
United States
    36 %     38 %
 
The following table lists the mills in the consumer product packaging sector and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2009.
 
             
        Annual Capacity
 		 
Facilities
 
Products
  In Kilograms  
 
Plastiques Cascades Kingsey Falls (Québec)
  Polystyrene foam containers     9,500,000  
Cascades Plastics Inc. Warrenton (Missouri)
  Polystyrene foam containers     5,000,000  
Plastiques Cascades — Re-Plast Notre-Dame-du-Bon-Conseil (Québec)
  Park furniture, patio and balcony planks, plastic lumber     6,000,000  
Cascades Inopak Drummondville (Québec)
  Coin wrappers, multi-use packaging     5,000,000  
Cascades Forma-Pak Kingsey Falls, (Québec)
  Filler flats, trays, specialty packaging products     11,000,000  
Cascades Moulded Pulp, Inc., Rockingham (North Carolina)
  Filler flats, trays and specialty packaging products     6,000,000  
 
Specialty Paper
 
Cascades Lupel, located in Trois-Rivières (Québec), manufactures backing for vinyl flooring sold under the trademarks Endorextm and Absorbaktm. Sales for these units are made primarily in the United States (67%), Canada (29%) and in Mexico and Europe (4%). The products are delivered principally by truck. The mill’s annual production capacity is 55,000 metric tons. The raw materials are easily available and the mill sources 86% of its needs from the United States. The remainder is sourced in Canada. Three customers accounted for respectively 42%, 29% and 24% of sales.
 
The Cascades East Angus (Québec) mill manufactures several types of specialized kraft paper such as butcher paper, paper for envelopes, paper for asphalt coating and many others, such as paper which withstands grease or moisture. These types of specialty paper allow the unit to maintain a competitive share within the kraft paper market. The annual capacity of this mill is 100,000 metric tons. The majority of its sales are in the United States (68% in 2009). Products are delivered principally by truck. Its most important customer accounts for 15% of sales. Its products may contain 0% to 100% of recycled fiber depending on customer requirements. By increasing its bark steam production (53%), this mill substantially reduces its costs, compared to natural gas and oil production users.
 
Cascades Auburn Fiber Inc. (Maine), with an annual capacity of 75,000 metric tons, manufactures from waste paper material a high-gloss de-inked pulp used for the production of tissue and fine paper. 45% of sales are made in the United States and 55% are made in Canada. In 2009, 49% of the output of this facility was used by the operating units within the Cascades Group, from which 27% was used by the Rolland Division of the Cascades Fine Papers Group Inc. Within the remaining 51% of sales, one customer accounted for 15%.
 
Cascades Fine Papers Group Inc., Rolland Division operates a plant in Saint-Jérôme (Québec) and manufactures over 100 types of uncoated fine paper. Aside from paper destined for copying, business forms and envelopes, this division is increasingly involved in the niche markets for high-end recycled paper and specialty paper for commercial and security printing. The Rolland Division paper products are made from virgin fiber (42%)


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and recycled fiber (58%). The products are sold under such names as Rolland Enviro100tm, Rolland Opaque50tm, Rolland ST50tm, Rolland Hitech50tm, ReproPlusBrite®, Superfine Linen Recordtm and Colonial Bondtm. Through its sales representatives, the Rolland Division sells 57% of its products in Canada, 30% in the United States and 13% in export. Two customers respectively accounted for 24% and 16% of sales.
 
The Breakey Fibres Division, located in Sainte-Hélène-de-Breakey (Québec), operates a mill specializing in the production of high-end de-inked kraft pulp, a product that meets an increasing demand for uncoated fine papers containing recycled fiber. The Breakey Fibres Division is supplied with waste paper coming from Eastern Canada and from the United States. In 2009, almost 79% of the output of this facility was used at the Rolland Division and 19% by operating units of the Cascades Group. The remaining production is sold on the open market.
 
The Converting Center Division, located in Saint-Jérôme (Québec), owns and operates a sheeting center with an annual capacity of 115,000 short tons. The Center offers warehousing services with a capacity of 7,000 short tons. It offers sheeting, warehousing and distribution services to the other divisions of the fine papers sector as well as to outside customers.
 
The following table lists the mills of the specialized papers sector and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2009.
 
         
        Annual Capacity
        (MT : Metric Tons
Facilities
 
Products/Services
  ST : Short Tons)
 
Cascades Lupel Trois-Rivières (Québec)
  Manufacture of backing for vinyl flooring   55,000 MT
Cascades East Angus (Québec)
  Manufacture of kraft paper   100,000 MT
Cascades Auburn Fibre Inc. (Maine)
  Manufacture of kraft de-inking pulp   75,000 MT
Cascades Fine Papers Group Inc., Rolland Division Saint-Jérôme (Québec)
  Manufacture of uncoated fine paper   155,000 ST
Cascades Fine Papers Group Inc., Breakey Fibres Division Sainte-Hélène-de-Breakey (Québec)
  Manufacture of de-inked kraft pulp   75,000 MT
Cascades Fine Papers Group Inc., Converting Center Division Saint-Jérôme (Québec)
  Converting of fine papers, kraft and chipboard   115,000 ST
 
Recovery and Recycling
 
Cascades Recovery, with its recovery centers located in Lachine and Drummondville (Québec) and its brokering activities handled in 2009 more than 127,000 metric tons of waste, of which 121,000 metric tons were fibers. In this same period, 99% of its sales were in Canada and 1% in the United States. Most of its business is done within the Cascades Group or its partners. Waste paper supply is obtained from industrial, commercial and institutional users.
 
Metro Waste Paper Recovery Inc., owned by Cascades at 73%, offers a complete line of services related to recovery and recycling of waste in the provinces of Ontario, Manitoba, Alberta and British Columbia (Canada), as well as in the United States (New York). In 2009, through its 17 recovery centers, the group processed and brokered approximately 1,200,000 metric tons of paper and carton with 64% of sales made in Canada, 31% in the United States and 5% in export.
 
Tissue Papers Group
 
The tissue papers units manufacture, convert and market a vast array of products mainly made with recycled fiber and intended for the commercial and industrial and retail markets. Its lines of bathroom tissue, facial tissue, paper towels, paper hand towels, paper napkins and other related products are sold under the labels Decor®, Horizon® North River® and Wiping Solutions® in the commercial and industrial Canadian and American markets. In the retail market, products are principally marketed under private labels and under the label Cascades® in Canada and Nature’s Choice®, Pert® and Best Value® in the United States. In 2009, one client accounted for 22% of sales in the retail market. In addition, the Tissue Group also sells parent rolls of bathroom tissue, paper towels, paper hand


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towels and specialty papers to a large number of converters. One client accounted for 64% of parent roll sales. In 2009, one client accounted for 15% of overall sales in the retail, commercial and industrial markets, and parent rolls. Products are sold through sales representatives and are delivered by truck.
 
The Tissue Group sales for 2009 amounted to $840 million compared to $787 million in 2008. In 2009, Tissue Group’s production was sold as follows: in the United States, 72% and in Canada, 28%. The Canadian mills generated 70% of the total revenue in Canada and 30% in the United States. The American mills generated 97% of the total revenue in the United States. 17 manufacturing and converting plants employ close to 2,000 employees.
 
The Candiac plant in Québec manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper towels and paper napkins. These products are mainly sold in the retail market as well as the commercial and industrial markets, both in Canada and in the United States. The production not converted at the Candiac mill is transferred to the Laval, Lachute (Québec) and Waterford (New York) plants or is sold in parent rolls to other converters.
 
The Lachute plant in Québec specializes in the manufacturing and converting of industrial use paper hand towels and converting of industrial use bathroom tissue. These products are mainly destined to the Canadian and American commercial and industrial markets. The production not converted is transferred to the Rockingham (North Carolina) plant. In October 2009, an investment of $11 million was made to this plant for expansion and installation of converting equipment.
 
The Laval plant in Québec specializes in the converting of tissue paper into paper napkins for the Canadian and American food and fast food industries.
 
The Kingsey Falls plant in Québec manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper towels, paper hand towels and facial tissue. These products are mainly sold in the retail market as well as the commercial and industrial markets, both in Canada and the United States. The production not converted is transferred to the Laval (Québec) and Waterford (New York) plants or is sold in parent rolls to other converters.
 
Further to the acquisition of the tissue business from Atlantic Packaging Products Ltd. On August 31, 2009, the plant located in Toronto (Ontario) converts tissue paper made of recycled fiber into bathroom tissue, paper towers, paper napkins and facial tissue. These products are mainly sold in the Canadian and American retail market as well as in commercial and industrial markets. The two Toronto PM mills in Ontario produce parent rolls made of 100% recycled fiber. The production is transferred to the Toronto (Ontario) and Waterford (New York) plants or sold to other converters.
 
Cascades Tissue Group — North Carolina Inc., with its Rockingham plant, manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper towels, paper hand towels, paper napkins and facial tissue. These products are mainly sold in the American commercial and industrial markets. The production not converted is sold in parent rolls to other converters.
 
Cascades Tissue Group — IFC Disposables Inc.’s plant is located in Brownsville (Tennessee) and specializes in the converting of tissue papers into industrial wiping products. These products are sold in the commercial and industrial markets in the United States.
 
Cascades Tissue Group — Wisconsin Inc.’s plant, in Eau-Claire, manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper towels, facial tissue and paper napkins. These products are mainly sold in the retail market in the United States. The non-converted production is sold in parent rolls to other converters.
 
Cascades Tissue Group — Pennsylvania Inc., which has plants in Ransom and Pittston, manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper towels, facial tissue and paper napkins. These products are mainly sold in the retail market in the United States. The non-converted production is transferred to the Waterford (New York) plant or is sold in parent rolls to other converters.
 
Cascades Tissue Group — Oregon Inc., in St-Helens, produces parent rolls made of 100% virgin fibers. The production is transferred to the Arizona plant or is sold to other converters.


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The Waterford Division of Cascades Tissue Group — New York Inc. specializes in the conversion of tissue paper into bathroom tissue, paper towels, paper napkins and industrial use paper hand towels. These products are mainly sold in the retail market as well as the commercial and industrial markets in the United States. The Mechanicville (New York) Division produces parent rolls made from recycled fibers. The production is transferred to the Waterford Division (New York) or is sold to other converters.
 
Cascades Tissue Group — Arizona Inc. operates a plant in Kingman, and specializes in the conversion of tissue paper into bathroom tissue, paper towels, paper hand towels and paper napkins. These products are mainly sold in the retail market in the United States.
 
The Memphis plant of Cascades Tissue Group — Tennessee Inc. produces parent rolls of tissue paper made from recycled fibers. The production is sold to other converters.
 
Best Diamond Packaging, LLC, a joint venture, operates a plant in Kingston, North Carolina, and specializes in the conversion of tissue paper into paper hand towels for the American food and quick-service restaurant markets.
 
The following table lists the plants and mills of the Tissue Group and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2009.
 
             
        Annual Capacity
 		 
Facilities
 
Products/Services
 
In Short Tons
 
 
Manufacturing/Converting
           
Candiac (Québec)
  Paper towels, bathroom tissue, paper napkins     77,000  
Lachute (Québec)
  Paper hand towels, bathroom tissue     43,000  
Kingsey Falls (Québec)
  Paper towels, facial tissue, bathroom tissue, paper hand towels     113,000  
Cascades Tissue Group — North Carolina Inc. (Rockingham)
  Paper towels, facial tissue, bathroom tissue, paper napkins, paper hand towels     63,000  
Cascades Tissue Group — Wisconsin Inc. (Eau Claire)
  Paper towels, bathroom tissue, facial tissue and paper napkins     62,000  
Cascades Tissue Group — Pennsylvania Inc. (Ransom and Pittston)
  Paper towels, bathroom tissue, facial tissue and paper napkins     63,000  
Manufacturing
           
Toronto PM (Ontario)
  Parent rolls     64,000  
Cascades Tissue Group — Oregon Inc. (St-Helens)
  Parent rolls     77,000  
Cascades Tissue Group — Tennessee Inc. (Memphis)
  Parent rolls, bathroom tissue     46,000  
Cascades Tissue Group — New York Inc. (Mechanicville)
  Parent rolls     58,000  
Converting
           
Toronto (Ontario)
  Paper towels, bathroom tissue, facial tissue, paper napkins     N/A  
Laval (Québec)
  Paper napkins     N/A  
Cascades Tissue Group — Arizona Inc. (Kingman)
  Paper towels, bathroom tissue, paper hand towels, paper napkins     N/A  
Cascades Tissue Group — New York Inc. (Waterford)
  Paper towels, bathroom tissue, paper hand towels, paper napkins     N/A  
Best Diamond Packaging, LLC (Kingston, North Carolina)
  Paper hand towels     N/A  
Converting
           
Cascades Tissue Group — IFC Disposables Inc., Brownsville (Tennessee)
  Industrial wipes     N/A  


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Research and Development
 
We have our own research and development center, which we refer to as the “Center,” located in Kingsey Falls (Québec), with a staff of 42 people. The Center provides us with product design and development of products and processes in addition to providing technical support for solving production problems and improving quality. Moreover, the Center is strongly involved in innovation and sustainable development, among others, by its scientific support to our marketing teams.
 
The Center develops software in many spheres of activity for us such as accounting, finance, human resources, warehousing logistic, transport management and production management. It has a team of 100 employees.
 
Competitive Conditions
 
The markets for our products are highly competitive. In some businesses, such as in the containerboard and boxboard industries, competition tends to be global. In others, such as the tissue industry, competition tends to be regional. In our packaging products segment, we also face competition from alternative packaging materials, such as recycled plastic and styrofoam, which can lead to excess capacity, decreased demand and pricing pressures.
 
The markets are generally more consolidated in regard of the manufacturing sector rather than in the converting sector. In the North American coated recycled boxboard industry, the five most important manufacturers, namely Graphic Packaging International, RockTenn Company, Cascades Inc., Paperworks Industries, Inc. and Strathcona Paper, represent more than 90% of the production capacity. In the North American containerboard manufacturing industry, five important manufacturers, namely International Paper Company, Smurfit-Stone Container Corporation, Georgia-Pacific LLC, Temple-Inland, Inc. and Packaging Corporation of America, represent approximately 70% of the production capacity. Regarding the tissue paper market, companies such as Georgia-Pacific LLC, Kimberly-Clark Corporation, The Procter & Gamble Company, Cascades Inc. and Svenska Cellulosa Aktiebolaget SCA represent more than 75% of the North American manufacturing capacity.
 
Competition in our markets is primarily based upon price as well as customer service and the quality, breadth and performance characteristics of its products. Our ability to compete successfully depends upon a variety of factors, including:
 
  •  our ability to maintain high plant efficiencies and operating rates and lower manufacturing costs;
 
  •  the availability, quality and cost of raw materials, particularly recycled and virgin fiber, and labor; and
 
  •  the cost of energy.
 
Some of our competitors may, at times, have lower fiber, energy and labor costs and less restrictive environmental and governmental regulations to comply with than we do. For example, fully integrated manufacturers, which are those manufacturers whose requirements for pulp or other fiber are met fully from their internal sources, may have some competitive advantages over manufacturers that are not fully integrated, such as us, in periods of relatively high prices for raw materials, in that the former are able to ensure a steady source of these raw materials at costs that may be lower than prices in the prevailing market. In contrast, competitors that are less integrated than us may have cost advantages in periods of relatively low pulp or fiber prices because they may be able to purchase pulp or fiber at prices lower than the costs that we incur in the production process. Other competitors may be larger in size or scope than we are, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.
 
In addition, there has been an increasing trend among our customers towards consolidation. With fewer customers in the market for our products, the strength of our negotiating position with these customers could be weakened, which could have an adverse effect on pricing, margins and profitability.


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JOINT VENTURES AND MINORITY INTERESTS
 
Metro Waste Paper Recovery Inc.
 
Metro Waste Paper Recovery Inc. is a waste management company primarily focused on paper fiber recovery. We acquire a significant portion of our raw material needs from Metro Waste. Cascades Boxboard Group Inc., a division of Cascades Canada Inc., entered into a shareholders’ agreement with Metauro Group Holdings Inc., Norampac and Metro Waste, dated January 2002, setting forth the rights and obligations of the shareholders of Metro Waste. The shareholders’ agreement provides for access of each shareholder to Metro Waste’s financial and other records.
 
The board of directors consists of seven directors, five of whom are nominated by Cascades and two by Metauro. Each shareholder must be represented by at least one director at each board meeting. In addition, certain decisions, such as the sale or lease of significant assets, significant acquisitions of assets, certain issuances of debt, the appointment and dismissal of certain officers or the entering into non-arm’s-length transactions, require unanimous approval of all directors.
 
The shareholders’ agreement provides that the shareholders will cause their nominees on the board to cause a declaration of annual dividends of 50% of net cumulative profits, provided that payment of the dividend does not cause Metro Waste’s working capital ratio to be less than 1.15 to 1 and such declaration or payment does not result in a default under any agreement executed by Metro Waste. However, shareholders may cause their respective nominees to cause Metro Waste not to declare dividends in order for the amount to be used for Metro Waste’s operations and development.
 
The shareholders’ agreement prohibits the transfer of shares of Metro Waste except (a) to affiliated corporations of the transferor, and (b) to a third party that had offered at arm’s-length to buy all the shares of one shareholder for cash as long as such shareholder has communicated such offer to the other shareholders, offering them its shares upon the same terms, and the other shareholders have not accepted such offer. Shareholders not having accepted such offer would have a tag-along right. The shareholders’ agreement also contains a shotgun provision. Under this provision, if any shareholder offers to buy all the shares of Metro Waste from any other shareholder, the offeree must either accept the offer, or in turn offer to purchase, on a pro rata basis in the event all shareholders elect to acquire the shares of the offeror, all the shares of Metro Waste owned by the offeror upon the same terms. In the event that only one shareholder refuses the offer, such shareholder must offer to purchase the shares of the offeror and the shares of the other party that has accepted the offer. In the event of bankruptcy proceedings, Metauro Group Holdings Inc. ceasing to be controlled by certain individuals, a transfer in violation of the provisions of the shareholders’ agreement, or a default under any indebtedness of any party to the shareholders’ agreement, the defaulting shareholder shall be deemed to have offered for sale to the other shareholders its shares in Metro Waste and the other shareholders shall have the opportunity to purchase such shares at fair market value.
 
Sonoco Joint Ventures
 
In 1992, we formed two joint ventures, Cascades Sonoco Inc. and Cascades Conversion Inc., to combine our industrial packaging operations with those of Finipap Services Inc. and Sonoco Products Company in the United States and Canada. At that time, we entered into a shareholders’ agreement with Sonoco Products Company, Wisenberg U.S. Inc., Cascades Sonoco Inc. and Cascades Conversion Inc. The shareholders’ agreement was amended and restated in 1998 to reflect changes in ownership of the two joint ventures. The joint ventures manufacture and sell header and header substitutes, coated paper and laminate, including roll and ream wrap.
 
The boards of directors of Cascades Sonoco Inc. and Cascades Conversion Inc. each consist of four directors, two nominated by Sonoco and two by us, and each shareholder must be represented by at least one director at each board meeting. Decisions of the board must be approved by unanimous vote of the directors present and voting.
 
Unless the boards of Cascades Sonoco Inc. and Cascades Conversion Inc. determine otherwise, the declaration of annual dividends on the common shares are to be in an amount equal to 75% of net after tax profits, subject to any obligations of Cascades Sonoco Inc. and Cascades Conversion Inc. to their lenders.


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Upon a change of control involving any of the shareholders party to the shareholders’ agreements, the affected party must offer to sell its shares in Cascades Sonoco Inc. and Cascades Conversion Inc. to the other shareholder at fair market value. The shareholders’ agreements each also contain a shotgun provision. Under these provisions, if any shareholder offers to buy all the shares of both Cascades Sonoco Inc. and Cascades Conversion Inc., the offeree must either accept the offer, or in turn offer to purchase all the shares of Cascades Sonoco Inc. and Cascades Conversion Inc. owned by the offeror upon the same terms. In addition, for as long as each of the parties owns shares in Cascades Sonoco Inc. or Cascades Conversion Inc., and for two years following the sale of any such shares, the parties are contractually restricted from competing with the joint ventures in Canada or the United States in the case of Canadian and U.S. joint ventures and in Europe in the case of the European joint ventures. Furthermore, the parties are also prohibited from having an interest in an entity engaged in a competing business.
 
We entered into a five year management agreement, dated May 1, 1998, with our joint ventures, Cascades Conversion Inc. and Cascades Sonoco Inc. This agreement provides for management of Cascades Conversion Inc.’s and Cascades Sonoco Inc.’s manufacturing operations for fees equal to 8% of the net operating profits of the joint ventures, plus profit sharing for our management. We are shielded from liability based on its performance under this agreement, except with respect to cases of willful misconduct or negligence. This agreement terminates on April 30, 2003, but is automatically renewable for successive five-year terms. This agreement has been renewed.
 
Cascades Conversion Inc., Cascades Sonoco Inc. and Roll Packaging Technologies Inc., a subsidiary of Sonoco, entered into a marketing and sales agreement, dated May 1, 1998, under which Roll Packaging Technologies was appointed as the exclusive marketing and sales representative in the United States and Canada for our joint ventures. Pursuant to the agreement, Roll Packaging Technologies receives an annual fee for its services equal to 3% to 3.5% of net sales, depending on the category of products sold. This agreement is for a five-year term and terminates on May 3, 2003, but is automatically renewable for successive five-year terms. This agreement has been renewed.
 
Reno de Medici S.p.A.
 
On September 13, 2007, we entered into a Combination Agreement with Reno de Medici S.p.A., a publicly traded Italian company that is the second largest recycled boxboard producer in Europe. The Combination Agreement was amended on June 12, 2009. The Combination Agreement provides, among other things, that Reno de Medici S.p.A. and Cascades are granted an irrevocable Call Option or Put Option, respectively, to purchase two European virgin boxboard mills of Cascades (the “Virgin Assets”). Reno de Medici S.p.A. may exercise its Call Option 120 days after delivery of Virgin Assets Financials for the year ended December 31, 2011 by Cascades Europe to Reno de Medici S.p.A. Cascades Europe may exercise its Put Option 120 days after delivery of Virgin Assets Financials for the year ended December 31, 2012 by Cascades Europe to Reno de Medici S.p.A. The Call Option Price shall be equal to 6.5 times the 2011 Audited EBITDA of the Virgin Assets as per the Virgin Assets Financials at December 31, 2011. The Put Option Price shall be equal to 6 times the 2012 Audited EBITDA of the Virgin Assets as per the Virgin Assets Financials for the year ended December 31, 2012. Cascades Europe is also granted the right to require that all of the Call Option Price or Put Option Price, as the case may be, be paid in newly issued ordinary shares of Reno de Medici S.p.A.
 
As of December 31, 2009, we hold a 36% interest in Reno de Medici S.p.A. We made our initial investment in Reno de Medici S.p.A. in connection with our contribution to Reno de Medici S.p.A. of our recycled boxboard manufacturing assets in Blendecques, France, and Arnsberg, Germany, as well as our sheeting center in Wednesbury, U.K. In exchange for the contribution of these assets, we received approximately 115.6 million shares, or approximately 30.6% of the outstanding shares, of Reno de Medici S.p.A.’s capital stock. We also acquired additional shares representing approximately 5.6% of Reno de Medici S.p.A.’s outstanding shares on the open market in 2008 and 2009. Our investment in Reno de Medici S.p.A. is proportionally consolidated since that date, as we have joint control of Reno de Medici S.p.A. together with another significant shareholder. Our investment in Reno de Medici S.p.A. and our relationship with the other shareholder is governed by a shareholders’ agreement which provides, among other things, that either we or the other shareholder may exercise a right of first refusal or a tag-along right in the event that the other party wishes to sell its Reno de Medici S.p.A. shares. In addition, each party to the shareholders’ agreement is permitted to purchase additional shares in Reno de Medici S.p.A. provided that it gives prior notice to the other parties and that such purchases do not trigger applicable tender offer regulations. The shareholders’ agreement terminates on March 1, 2011.


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Boralex Inc.
 
We own a 34% interest in Boralex Inc., a public Canadian corporation and a major private electricity producer whose core business is the development and operation of power stations that generate renewable energy with operations in Canada, in the northeastern United States and in France.
 
DESCRIPTION OF OTHER INDEBTEDNESS
 
Revolving Credit Facility and Term Loan
 
On December 29, 2006, in connection with the acquisition of the remaining outstanding shares (50%) from Domtar in Norampac, the Company completed the refinancing of its $550 million credit facility originally put in place in 2005 to provide for new $850 million credit facilities (including $325 million of Norampac) consisting of a $750 million five year secured revolving credit facility maturing in December 2011, and a $100 million secured term facility maturing in October 2012.
 
The six-year term facility can be reimbursed without penalty at Cascades’ option at any time prior to maturity. Its obligations under this new credit facility are secured by all inventory and receivables of Cascades’ and its North American subsidiaries and by the property, plant, and equipment of five of its mills.
 
On June 27, 2007, Cascades amended its credit agreement to add a new twelve month unsecured revolving credit facility in the amount of $100 million, said credit facility having been renewed on May 22, 2008 for an another twelve month period.
 
On February 13, 2009, Cascades announced that it had entered into an agreement to amend its existing bank credit agreement. Under the terms of the amendment, the existing financial covenants, namely the maximum funded debt to capitalization ratio of 65% and the minimum interest coverage ratio of 2.25x, remain unchanged until maturity in October 2012. In consideration of this covenant extension the variable interest rate applicable to borrowings outstanding is increased by 200 basis points. The amendment also canceled the unsecured revolving credit facility in the amount of $100 million which was originally scheduled to terminate in June 2009.
 
As of December 31, 2009, we had $259 million of borrowings and $26 million of letters of credit outstanding under the credit facility and $521 million of availability considering the reduction in our borrowing base capacity calculation of $44 million.
 
Use of Proceeds.  Proceeds of the revolving credit facility may be used for general corporate purposes.
 
Guarantees.  The obligations of each borrower are guaranteed by each of the other Canadian and U.S. borrowers and by designated existing and future material subsidiaries.
 
Security.  The lenders have been granted a first priority lien upon all receivables and inventory and related assets of the borrowers and our designated material subsidiaries. Additionally, a first priority lien has been granted on selected fixed assets, subject to the lenders’ satisfaction, with a market value assessment prepared by an independent appraiser. The selected fixed assets consist of our tissue mills in Candiac and Kingsey Falls, Québec, our fine papers mill in St. Jérôme, Québec, our boxboard converting plant in London, Ontario and our containerboard mill in Cabano, Québec.
 
Interest.  Borrowings bear interest at base, prime or various money market instrument rates plus a spread, which ranges from 165 to 250 basis points (265 to 350 basis points in the case of LIBOR loans) depending on the type of borrowing and the credit rating of our secured debt as determined by Standard & Poor’s and Moody’s.
 
Fees.  We pay fees for each letter of credit issued under the revolving credit facility. The fee for each standby letter of credit and each letter of guarantee ranges from 265 to 350 basis points depending on our credit rating. The fee for each documentary letter of credit is determined on the basis of the rate then offered by the issuing lender to customers for similar documentary letters of credit. Fees are calculated on the face amount of each letter of credit for the number of days included in the period of the letter of credit. We also have to pay a fronting fee, at an annual rate equal to 0.125%, and administrative charges in connection with each letter of credit. We have to pay a standby fee on the difference between committed amounts and amounts actually borrowed under the revolving credit


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facility. The standby fee ranges from 65 to 87.5 basis points depending on the credit rating of our secured debt. We also have to pay an acceptance fee on the issue of each acceptance, which ranges from 265 to 350 basis points depending on our credit rating. Fees are calculated on the face amount of each acceptance for the number of days included in the period of the acceptance.
 
Repayments.  Loans outstanding under the credit facility are subject to mandatory prepayment only to the extent that the outstanding amount of the loans under the revolving credit facility and the term loan exceeds the amount of the lesser of the borrowing base or the aggregate amount of the revolving credit facility and the term loan, which is $850 million, at any time, provided that if the excess is solely a result of exchange rate fluctuations, mandatory prepayments are only required if the percentage of the excess is more than 5%.
 
Voluntary payments of principal amounts outstanding and voluntary reductions of the unutilized portion of the revolving credit facility in amounts of at least $5,000,000 are permitted at any time, upon the giving of proper notice. However, acceptances may not be prepaid before the applicable maturity date and LIBOR loans may not be prepaid before the applicable maturity date without breakage and other costs.
 
Covenants.  The credit facility requires us to meet certain financial tests, including a debt to capitalization ratio, which requires our funded debt to funded debt plus shareholders equity to be no more than 65%, and an interest coverage ratio, which initially required our EBITDA (earnings before interest, taxes, depreciation and amortization) to interest expense (for the period that EBITDA is calculated) to be no less than 2.25 to 1.0. In addition, the credit facility limits our ability to:
 
  •  engage in mergers, liquidations and dissolutions;
 
  •  incur additional liens;
 
  •  make investments in non-credit parties;
 
  •  sell assets;
 
  •  incur additional debt;
 
  •  guarantee obligations of persons other than credit parties;
 
  •  make distributions other than to the borrowers;
 
  •  enter into transactions with affiliates; and
 
  •  change our line of business.
 
In each case, the limitations are subject to a number of exceptions, materiality qualifiers and baskets.
 
Events of Default.  The credit facility contains customary events of default, including:
 
  •  non-payment of principal, interest or acceptance fees when due;
 
  •  non-payment of other amounts after a grace period;
 
  •  failure to meet financial ratios;
 
  •  failure to make payments of other obligations or a default under the indentures governing the notes;
 
  •  violation of other covenants subject to a grace period;
 
  •  failure of any representation or warranty to be true in all material respects when made or deemed made;
 
  •  commencement of a bankruptcy or similar proceeding by or on behalf of a credit party;
 
  •  change of control;
 
  •  material adverse change; and
 
  •  defaults under other debt instruments, including under the indentures governing the original notes and that will govern the exchange notes.


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Outstanding Senior Notes
 
73/4% Senior Notes due 2016.  On December 3, 2009, Cascades issued Cdn$200 million aggregate principal amount of its 73/4% Senior Notes due 2016. The 73/4% Senior Notes due 2016 mature on December 15, 2016 and bear interest at the rate of 73/4% per annum and, began accruing interest from December 3, 2009.
 
The indenture governing the 73/4% Senior Notes due 2016 include a number of restrictive covenants. These covenants are materially identical to the covenants in the indenture governing the original 2017 notes (and that will govern the new 2017 notes) and restrict, among other things, our and our restricted subsidiaries’ ability to:
 
  •  borrow money;
 
  •  pay dividends on stock, redeem stock or redeem subordinated debt;
 
  •  make investments;
 
  •  guarantee other indebtedness;
 
  •  enter into agreements that restrict dividends or other distributions from restricted subsidiaries;
 
  •  enter into transactions with affiliates;
 
  •  create or assume liens;
 
  •  engage in mergers or consolidations; and
 
  •  enter into a sale of all or substantially all of our assets.
 
The above descriptions of the terms of the 73/4% Senior Notes due 2016 are qualified in their entirety by reference to the full and complete terms contained in the applicable indentures, copies of which are available from us upon request without charge.
 
71/4% Notes.  The 71/4% Notes were issued by Cascades under the indenture dated as of February 5, 2003, by and among Cascades, the subsidiary guarantors party thereto and The Bank of New York, as trustee (as supplemented and amended from time to time) in an original aggregate principal amount of US$675,000,000. As of April 21, 2010 there were approximately US$9.1 million aggregate principal amount of the 71/4% Notes outstanding (not including approximately US$665.9 million aggregate principal amount of 71/4% Notes outstanding that have been repurchased by us or by Cascades Tenderco Inc., our wholly owned subsidiary). The 71/4% Notes bear interest at a rate of 71/4% per annum, payable on each February 15 and August 15.
 
63/4% Notes.  The 63/4% Notes were initially issued by Norampac Inc. under the indenture dated as of May 28, 2003, by and among Norampac, the subsidiary guarantors party thereto and The Nova Scotia Trust Company of New York, as trustee (as supplement and amended from time to time) in an original aggregate principal amount of US$250 million. On December 29, 2006, Cascades completed the purchase of the outstanding common shares of Norampac that Cascades did not already own. As part of the transactions undertaken in connection with the acquisition, Cascades, as sole shareholder of Norampac, wound up Norampac, such that all of the assets and liabilities previously belonging to Norampac, including the 63/4% Notes, were assumed by Cascades. As of April 21, 2010, there were approximately US$8.7 million aggregate principal amount of the 63/4% Notes outstanding (not including approximately US$241.3 million aggregate principal amount of 63/4% Notes outstanding that have been repurchased by us or by Cascades Tenderco Inc., our wholly owned subsidiary). The 63/4% Notes bear interest at a rate of 63/4% per annum, payable on each June 1 and December 1.
 
On February 26, 2010, Cascades and the subsidiary guarantors of the 71/4% Notes and 63/4% Notes entered into supplemental indentures that effected certain amendments to the indentures governing the 71/4% Notes and 63/4% Notes (and related provisions of such notes). The amendments were adopted with the consent of the respective holders of a majority in principal amount of the 71/4% Notes and 63/4% Notes (excluding any such notes held by us or our affiliates (including Cascades Tenderco Inc.)). These amendments eliminated substantially all of the restrictive covenants and modified or eliminated certain events of default contained in each of the indentures.


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The above descriptions of the terms of the 71/4% Notes and 63/4% Notes are qualified in their entirety by reference to the full and complete terms contained in the applicable indentures, copies of which are available upon request without charge from us.
 
Other Indebtedness
 
As of December 31, 2009, we had approximately $12 million of additional outstanding borrowings, which consists of capital leases, the premium received from the sale of original notes and a note payable following the purchase of some assets. These debts are all unsecured, except for $4 million, and bear interest at annual rates ranging from 0% to 6.5% and are scheduled to mature up to 2023.
 
Joint Ventures and Unrestricted Subsidiaries
 
As of December 31, 2009, our other joint ventures and unrestricted subsidiaries, but excluding our share of Reno De Medici S.p.A., had approximately $46 million of other committed credit facilities, capital leases and lines of credit, with outstanding borrowings of $25 million. With the exception of $10 million, which we have temporarily guaranteed, these facilities and lines are without recourse to us, will not be refinanced and will remain outstanding following completion of the refinancing. These facilities bear interest at variable rates.


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DESCRIPTION OF NOTES
 
You can find the definitions of some of the capitalized terms used in this description under the headings “— The 2017 Notes — Definitions” with respect to the 2017 notes and “The 2020 Notes — Definitions” with respect to the 2020 notes. In this section, the words “Company” and “we” refer only to Cascades Inc. and not to any of its subsidiaries, the words “2017 notes” refer to the original 2017 notes and the new 2017 notes collectively, and the words “2020 notes” refer to the original 2020 notes and the new 2020 notes collectively. All dollar amounts are expressed in Canadian dollars unless otherwise specified or the context otherwise requires.
 
We issued the original 2017 notes under an indenture dated December 3, 2009 and the original 2020 notes under an indenture dated December 23, 2009 (collectively, the “indentures”), in each case between us, the subsidiary guarantors and The Bank of Nova Scotia Trust Company of New York as trustee (the “trustee”). The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the terms of the exchange notes will include those stated in each indenture and those made part of that indenture by reference to the Trust Indenture Act.
 
The exchange notes of each series will be issued under the same indenture as the original notes of the corresponding series, and will be identical in all material respects to the original notes of the corresponding series, except that the exchange notes have been registered under the Securities Act and are free of any obligation regarding registration, including the payment of special interest upon failure to file or have declared effective an exchange offer registration statement or to consummate an exchange offer by certain dates.
 
Except as otherwise indicated, each of the following summaries of the 2017 notes and the 2020 notes applies to both the original notes and the exchange notes of the applicable series and is meant to be only a summary of the material provisions of the applicable indenture. The following summaries do not purport to be complete and are qualified in their entirety by reference to the full text of the indentures under which the original notes were issued and under which the new notes will be issued. Copies of the indentures are available upon request from us. See “Where You Can Find More Information.” We urge you to read the indentures because they, and not this description, define your rights as holders of the exchange notes.
 
The 2017 Notes
 
Principal, Maturity and Interest
 
We issued US$500.0 million aggregate principal amount of 73/4% Senior Notes due 2017 on December 3, 2009.
 
The original 2017 notes and the new 2017 notes will mature on December 15, 2017.
 
Interest on the 2017 notes accrues at a rate of 73/4% per annum and is payable semi-annually in arrears on June 15 and December 15 of each year from the most recent date on which interest on the original 2017 notes has been paid, or if no interest has been paid, from June 15, 2010. We will pay interest to those persons who were holders of record on the June 1 or December 1 immediately preceding each interest payment date.
 
Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The yearly rate of interest that is equivalent to the rate payable under the 2017 notes is the rate payable multiplied by the actual number of days in the year and divided by 360 and is disclosed herein solely for the purpose of providing the disclosure required by the Interest Act (Canada).
 
Subject to compliance with the limitations described under “— Certain Covenants — Limitation on Debt,” we can issue an unlimited amount of additional notes under the indenture in the future as part of the same series or as an additional series. Any additional notes that we issue in the future will be identical in all respects to the 2017 notes, except that additional notes issued in the future may have different issuance prices and CUSIP numbers and will have different issuance dates. We will issue notes only in fully registered form without coupons, in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.


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Ranking
 
The 2017 notes are:
 
  •  senior unsecured obligations of Cascades;
 
  •  guaranteed on a senior unsecured basis by the Subsidiary Guarantors;
 
  •  effectively subordinated in right of payment to existing and future secured debt, if any, including our and our subsidiaries’ obligations under the Credit Facility, to the extent of such security and to all existing and future secured debt of the Subsidiary Guarantors;
 
  •  effectively subordinated to all debt of our non-guarantor subsidiaries, unrestricted subsidiaries and joint ventures, including trade debt and preferred stock claims;
 
  •  equal in ranking (“pari passu”) with all existing and future Senior Debt of the Company, including the 2020 notes; and
 
  •  senior in right of payment to all future subordinated debt of the Company.
 
Substantially all of our operations are conducted through our subsidiaries, joint ventures and minority investments. Therefore, the Company’s ability to service its debt, including the 2017 notes, is dependent upon the earnings of its subsidiaries, joint ventures and minority investments and the distribution of those earnings to the Company, or upon loans, advances or other payments made by these entities to the Company. The ability of these entities to pay dividends or make other payments or advances to the Company will depend upon their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing their debt, including the Credit Facility and the indentures governing the Company’s original notes. If these restrictions are applied to subsidiaries that are not Subsidiary Guarantors, then the Company would not be able to use the earnings of those subsidiaries to make payments on the 2017 notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the Subsidiary Guarantees. If this were to occur, the Company would also be unable to use the earnings of the Subsidiary Guarantors to the extent they face restrictions on distributing funds to the Company. Any of the situations described above could make it more difficult for the Company to service its debt.
 
In addition, the Company only has a stockholder’s claim on the assets of its subsidiaries. This stockholder’s claim is junior to the claims that creditors of the Company’s subsidiaries have against those subsidiaries. Holders of the 2017 notes will only be creditors of the Company and of those subsidiaries of the Company that are Subsidiary Guarantors. In the case of subsidiaries of the Company that are not Subsidiary Guarantors, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the 2017 notes. Furthermore, while the Company’s Foreign Subsidiaries do not guarantee the 2017 notes, certain Foreign Subsidiaries guarantee amounts that are borrowed under the Credit Facility, and the claims of the lenders under the Credit Facility under such guarantees will be effectively senior to the 2017 notes. In addition, none of the Company’s joint ventures, minority investments or unrestricted subsidiaries will be guarantors of the 2017 notes and none of them will be subject to the restrictive covenants in the indenture.
 
As of December 31, 2009, the Company, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, had approximately $1,552 million of Debt outstanding, approximately $304 million of which was secured. This Debt includes obligations under capital leases and the Company’s proportionate share of debt of its joint ventures, which is included in its consolidated financial statements under Canadian GAAP. As of that date, the Subsidiary Guarantors had approximately $52 million of Debt outstanding, not including the guarantees of the Company’s outstanding notes or our subsidiaries’ obligations under the revolving credit facility, approximately $45 million of which was secured. The Company’s subsidiaries that are not Subsidiary Guarantors had, as of December 31, 2009, outstanding approximately $106 million, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the 2017 notes. In addition, our proportionate share of our joint ventures’ debt was approximately $105 million.
 
The Subsidiary Guarantors and the Company’s other subsidiaries have other liabilities, including contingent liabilities, that may be significant. The indenture contains limitations on the amount of additional Debt that the


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Company and the Restricted Subsidiaries may Incur. However, the amounts of such Debt could nevertheless be substantial and may be Incurred either by Subsidiary Guarantors or by the Company’s other Subsidiaries.
 
Subsidiary Guarantees
 
The obligations of the Company under the indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by all the existing and any future Canadian and U.S. Restricted Subsidiaries of the Company. See “— Certain Covenants — Future Subsidiary Guarantors.”
 
Although the Subsidiary Guarantors currently generate a significant portion of the Company’s revenue, the Company’s non-guarantor Subsidiaries, joint ventures, minority investments and unrestricted subsidiaries also represent a portion of the Company’s assets and make contributions to the Company’s consolidated results. For more information about the Subsidiary Guarantors and non-guarantor Subsidiaries and the joint ventures, see Notes 20 and 21, respectively, to our audited consolidated financial statements, which are incorporated by reference in this prospectus.
 
If
 
(a) the Company sells or otherwise disposes of either:
 
(1) its ownership interest in a Subsidiary Guarantor, or
 
(2) all or substantially all the Property of a Subsidiary Guarantor, or
 
(b) a Subsidiary Guarantor sells or otherwise disposes of either:
 
(1) its ownership interest in another Subsidiary Guarantor, or
 
(2) all or substantially all the Property of another Subsidiary Guarantor,
 
then in any such case, such Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. In addition, if the Company redesignates a Subsidiary Guarantor as an Unrestricted Subsidiary, which the Company can do under certain circumstances, the redesignated Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. See “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and “— Merger, Consolidation and Sale of Assets.”
 
Optional Redemption
 
The Company may choose to redeem the 2017 notes at any time. If it does so, it may redeem all or any portion of the 2017 notes at once or over time, after giving the required notice under the indenture. To redeem the 2017 notes prior to December 15, 2013, the Company must pay a redemption price equal to the greater of:
 
(a) 100% of the principal amount of the 2017 notes to be redeemed, and
 
(b) the sum of the present values of (1) the redemption price of the 2017 notes at December 15, 2013 (as set forth below) and (2) the remaining scheduled payments of interest from the redemption date to December 15, 2013, but excluding accrued and unpaid interest and Special Interest, if any, to the redemption date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the date of redemption) plus 50 basis points,
 
plus, in either case, accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
 
Any notice to holders of 2017 notes of such a redemption will include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the 2017 notes trustee no later than two business days prior to the redemption date (unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which case such Officers’ Certificate shall be delivered on the redemption date).


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Beginning on December 15, 2013, the Company may redeem all or any portion of the 2017 notes, at once or over time, after giving the required notice under the indenture, at the redemption prices set forth below, plus accrued and unpaid interest on the 2017 notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for 2017 notes redeemed during the 12-month period commencing on December 15 of the years set forth below, and are expressed as percentages of principal amount:
 
         
Period
  Redemption Price
 
2013
    103.875 %
2014
    101.938 %
2015 and thereafter
    100.000 %
 
In addition, at any time and from time to time, prior to December 15, 2012, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the 2017 notes with the proceeds of one or more Qualified Equity Offerings, at a redemption price equal to 107.750% of the principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the 2017 notes remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
 
Sinking Fund
 
There are no mandatory sinking fund payments for the 2017 notes.
 
Additional Amounts
 
The indenture provides that payments made by the Company under or with respect to the 2017 notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee are made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, assessment or other governmental charge (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is then organized, engaged in business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including the jurisdiction of any paying agent) or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) is at any time required to be made from any payments made by the Company under or with respect to the 2017 notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or the relevant Subsidiary Guarantor, as applicable, will pay to each holder of 2017 notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts are payable with respect to a payment to a holder of the 2017 notes (an “Excluded holder”):
 
(a) with which the Company does not deal at arm’s-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment,
 
(2) which is subject to such Taxes by reason of its being connected with a relevant Tax Jurisdiction or any province or territory thereof otherwise than by the mere holding of the 2017 notes or the receipt of payments in respect of such 2017 notes or a Subsidiary Guarantee,
 
(c) which, despite being required by law, failed to comply with a timely request of the Company to provide information concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with a Tax Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such holder but for this clause, or


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(d) any combination of the above clauses in this proviso.
 
The Company or the relevant Subsidiary Guarantor will also:
 
(a) make such withholding or deduction, and
 
(b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.
 
The Company or the relevant Subsidiary Guarantor will furnish, within 30 days after the date the payment of any Taxes are due pursuant to applicable law, to the trustee on behalf of the holders of 2017 notes that are outstanding on the date of the required payment, copies of tax receipts, if any (or other documentation), evidencing the payments of Taxes made by the Company, or a Subsidiary Guarantor, as the case may be on behalf of the holders.
 
The Company and the Subsidiary Guarantors will indemnify and hold harmless each holder of 2017 notes that are outstanding on the date of the required payment (other than an Excluded holder) and upon written request reimburse each such holder for the amount of:
 
(a) any Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the 2017 notes,
 
(b) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and
 
(c) any Taxes imposed with respect to any reimbursement under clause (a) or (b) above.
 
In addition to the foregoing, the Company and the Subsidiary Guarantors will also pay and indemnify each holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the 2017 notes, the indenture, any Subsidiary Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the 2017 notes or any Subsidiary Guarantee.
 
At least 30 days prior to each date on which any payment under or with respect to the 2017 notes is due and payable, if the Company or a Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company or the relevant Subsidiary Guarantor, as applicable, will deliver to the trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the trustee to pay such Additional Amounts to the holders of the 2017 notes on the payment date.
 
Whenever in the indenture or in this Description of Notes there is mentioned, in any context:
 
(a) the payment of principal (and premium, if any),
 
(b) purchase prices in connection with a repurchase of 2017 notes,
 
(c) interest and Special Interest, if any, or
 
(d) any other amount payable on or with respect to any of the 2017 notes or any Subsidiary Guarantee,
 
such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
 
The above obligations will survive any termination, defeasance or discharge of the indenture, any transfer by a holder or beneficial owner of its 2017 notes, and apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Subsidiary Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the 2017 notes (or any Subsidiary Guarantee) and any department or political subdivision thereof or therein.
 
Redemption for Tax Reasons
 
The Company may at any time redeem, in whole but not in part, the outstanding 2017 notes (upon giving notice in accordance with the indenture, which notice shall be irrevocable) at a redemption price of 100% of the principal


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amount thereof, plus accrued and unpaid interest to the date of redemption, and all Additional Amounts (if any) then due and which will be come due on the date of redemption as a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of the 2017 notes, the Company has become or would become obligated to pay any Additional Amounts (as defined herein) in respect of the 2017 notes, and the Company cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of:
 
(a) any change in or amendment to the laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or
 
(b) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations,
 
which change or amendment is announced and is effective on or after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date). See “Additional Amounts.”
 
Repurchase at the Option of Holders Upon a Change of Control
 
Upon the occurrence of a Change of Control, each holder of 2017 notes will have the right to require the Company to repurchase all or any part of such holder’s 2017 notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
 
Within 30 days following any Change of Control, the Company shall:
 
(a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and
 
(b) send, by first-class mail, with a copy to the trustee, to each holder of 2017 notes, at such holder’s address appearing in the Security Register, a notice stating:
 
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all 2017 notes timely tendered will be accepted for repurchase;
 
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
 
(3) the circumstances and relevant facts regarding the Change of Control; and
 
(4) the procedures that holders of 2017 notes must follow in order to tender their 2017 notes (or portions thereof) for payment, and the procedures that holders of 2017 notes must follow in order to withdraw an election to tender 2017 notes (or portions thereof) for payment.
 
The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of 2017 notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.
 
The Change of Control repurchase feature is a result of negotiations between the Company and the initial purchasers of the original 2017 notes. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company would decide to do so in the future. Subject to certain covenants described below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of debt outstanding at such time or otherwise affect the Company’s capital structure or credit ratings.


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The definition of Change of Control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the Company’s assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if the Company disposes of less than all its assets by any of the means described above, the obligation of the Company to make a Change of Control Offer and the ability of a holder of 2017 notes to require the Company to repurchase its 2017 notes pursuant to a Change of Control Offer may be uncertain. In such a case, holders of the 2017 notes may not be able to resolve this uncertainty without resorting to legal action.
 
The Credit Facility includes provisions prohibiting the Company from purchasing any 2017 notes at any time before the 2017 notes become due and payable or are otherwise required to be repaid or repurchased under the terms of the indenture. The Credit Facility also provides that the occurrence of certain of the events that would constitute a Change of Control constitute a default under the Credit Facility and requires that any outstanding debt under that facility be repaid upon the occurrence of certain of the events that would constitute a Change of Control. Other future debt of the Company may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repaid upon a Change of Control. Moreover, the obligation of the Company to make a Change of Control Offer and the exercise by holders of 2017 notes of their right to require the Company to repurchase such 2017 notes pursuant to such offer could cause a default under existing or future debt of the Company, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company’s ability to pay cash to holders of 2017 notes upon a repurchase may be limited by the Company’s then existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases. The Company’s failure to purchase 2017 notes in connection with a Change of Control would result in a default under the indenture. Such a default could, in turn, constitute a default under agreements governing other debt of the Company, including the Credit Facility and may constitute a default under future debt as well. The Company’s obligation to make an offer to repurchase the 2017 notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of at least a majority in aggregate principal amount of the 2017 notes. See “— Amendments and Waivers.”
 
Certain Covenants
 
Covenant Termination.  The indenture provide that the restrictive covenants described below will be applicable to the Company and the Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and the Restricted Subsidiaries will be released from their obligations to comply with these restrictive covenants, except for the covenants described under the following headings:
 
(a) “— Limitation on Liens,”
 
(b) ‘‘— Designation of Restricted and Unrestricted Subsidiaries” (other than clause (x) of the third paragraph (and such clause (x) as referred to in the first paragraph thereunder)), and
 
(c) “— Future Subsidiary Guarantors,”
 
The Company and the Subsidiary Guarantors will also, upon reaching Investment Grade Status, remain obligated to comply with the provisions described under “— Merger, Consolidation and Sale of Assets” (other than clause (e) of the first and second paragraphs thereunder).
 
Limitation on Debt.  The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either:
 
(1) such Debt is Debt of the Company or a Subsidiary Guarantor and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, or
 
(2) such Debt is Permitted Debt.


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The term “Permitted Debt” means:
 
(a) (i) Debt of the Company evidenced by the original 2017 notes originally issued under the indenture on the Issue Date and the new 2017 notes issued in exchange for any original 2017 notes issued under the indenture in accordance with the registration rights agreement and (ii) Debt of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the original 2017 notes originally issued under the indenture on the Issue Date and the Guarantees issued in exchange for any Guarantees under the new 2017 notes indenture in accordance with the registration rights agreement;
 
(b) Debt of the Company, a Subsidiary Guarantor, a Foreign Subsidiary that is a Restricted Subsidiary, under the Credit Facility or a Qualified Receivables Transaction, provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Debt Incurred pursuant to this clause (b) and then outstanding shall not exceed the greatest of (i) $850.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facility, and not subsequently reinvested in Additional Assets or used to purchase 2017 notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales,” (ii) an aggregate amount equal to (x) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are publicly available prior to the date of such incurrence multiplied by (y) 2.25 and (iii) the sum of (A) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries, (B) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, and (C) $250.0 million, in each case determined on a consolidated basis as of the most recently ended quarter of the Company for which financial statements of the Company have been provided to the holders of 2017 notes;
 
(c) Debt of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:
 
(i) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and
 
(ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed the greater of (x) $125.0 million and (y) 5% of Consolidated Net Tangible Assets;
 
(d) Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is the obligor on any such Debt Incurred after the Issue Date, then such Debt is expressly subordinated by its terms to the prior payment in full in cash of the 2017 notes or the Subsidiary Guarantees, as the case may be; provided further, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;
 
(e) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes, provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;
 
(f) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;
 
(g) Debt under Commodity Price Protection Agreements entered into by the Company or a Restricted Subsidiary in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes;


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(h) Debt in connection with one or more standby letters of credit or performance bonds issued by the Company or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;
 
(i) Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date not otherwise described in clauses (a) through (h) above;
 
(j) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant;
 
(k) Debt of the Company or a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary of the Company otherwise permitted by and in accordance with the provisions of the indenture;
 
(l) Debt of the Company or a Restricted Subsidiary evidenced by promissory notes issued to employees, former employees, directors or former directors of the Company or any of its Restricted Subsidiaries in lieu of any cash payment permitted to be made under clause (f) of the second paragraph of the covenant described under “— Limitation of Restricted Payments”; provided, however, that (a) all such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations with respect to the 2017 notes (in the case of the Company) or the related Subsidiary Guarantee (in the case of a Subsidiary Guarantor) and (b) the aggregate principal amount of all such Debt incurred in any calendar year, when added to the aggregate amount of all repurchases made in such calendar year pursuant to clause (f) of the second paragraph of the covenant described under “— Limitation of Restricted Payments,” shall not exceed $7.5 million;
 
(m) Guarantees by the Company or any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary that the Company or the Restricted Subsidiary making such Guarantee would otherwise be permitted to incur under the indenture;
 
(n) Debt of the Company or a Restricted Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient funds, provided such Debt is extinguished within five Business Days of the Company or Restricted Subsidiary receiving notice;
 
(o) Debt consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;
 
(p) Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount outstanding at any one time not to exceed $150.0 million; and
 
(q) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (i) and (j) above; provided, however, that in the case of any Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary Incurred pursuant to clause (i) of the second paragraph of this covenant, the obligee of such Permitted Refinancing Debt shall be either the Company or a Restricted Subsidiary or if the original obligee of the Debt being Refinanced was the Company or a Subsidiary Guarantor then the obligee of such Permitted Refinancing Debt shall be either the Company or a Subsidiary Guarantor.
 
(3) Notwithstanding anything to the contrary contained in this covenant,
 
(a) the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations


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unless such Debt shall be subordinated to the 2017 notes or the applicable Subsidiary Guarantee, as the case may be, to at least the same extent as such Subordinated Obligations;
 
(b) the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor; and
 
(c) accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt will be deemed not to be an Incurrence of Debt for purposes of this covenant.
 
For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (q) above or is entitled to be incurred pursuant to clause (l) of the first paragraph of this covenant, the Company shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant.
 
For purposes of determining compliance with any Canadian dollar-denominated restriction or amount, the Canadian dollar-equivalent principal amount thereof denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Debt or other transaction was incurred or entered into, or first committed, in the case of revolving credit debt, provided that if any Permitted Refinancing Debt is incurred to refinance Debt denominated in a foreign currency, and such refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision in the indenture, no restriction or amount will be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.
 
Limitation on Restricted Payments.  The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,
 
(a) a Default or Event of Default shall have occurred and be continuing,
 
(b) the Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and
 
(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum of:
 
(i) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from October 1, 2009 to the end of the most recent fiscal quarter for which financial statements have been filed with, or furnished to, the Commission (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus
 
(ii) 100% of Capital Stock Sale Proceeds, plus
 
(iii) the sum of:
 
(A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and
 
(B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is


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convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company, excluding, in the case of clause (A) or (B):
 
(x) any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and
 
(y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange,
 
plus
 
(iv) an amount equal to the sum of:
 
(A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments, forgiveness or cancellation of loans or advances or other transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person,
 
(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person, and
 
(C) to the extent that any Investment (other than a Permitted Investment) that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (ii) the initial amount of such Investment, plus
 
(v) $150.0 million.
 
Notwithstanding the foregoing limitation, the Company and Restricted Subsidiaries, as applicable, may:
 
(a) pay dividends or distributions on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends or distributions could have been paid in compliance with the indenture; provided, however, that at the time of such payment of such dividend or distribution, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend or distribution shall be included in the calculation of the amount of Restricted Payments;
 
(b) purchase, repurchase, redeem, defease, acquire or retire for value any (i) Capital Stock of the Company, any Restricted Subsidiary or any Permitted Joint Venture, or (ii) Subordinated Obligations, in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees); provided, however, that
 
(1) such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments and
 
(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(ii) above;
 
(c) purchase, repurchase, redeem, defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;
 
(d) make an Investment, if at the time the Company or any Restricted Subsidiary first Incurred a commitment for such Restricted Payment, such Restricted Payment could have been made; provided, however, that the Investment is made within 90 days from the date in which the Company or the Restricted Subsidiary


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Incurs the commitment; and provided further, however, that all commitments Incurred and outstanding and not terminated shall be treated as if such commitments were Restricted Payments expended by the Company or the Restricted Subsidiary at the time the commitments were Incurred;
 
(e) the repurchase of equity interests of the Company or any of its Restricted Subsidiaries deemed to occur upon the exercise of stock options upon surrender of equity interests to pay the exercise price of such options; provided however, that such repurchase shall be excluded in the calculation of the amount of Restricted Payments;
 
(f) repurchase, redeem or retire for value any Capital Stock of the Company or any of its Subsidiaries from current or former employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former employees), pursuant to the terms of agreements (including employment agreements, employee stock options or restricted stock agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that:
 
(1) the aggregate amount of such repurchases shall not exceed $7.5 million in any calendar year and
 
(2) at the time of such repurchase, no Default or Event of Default shall have occurred and be continuing (or result therefrom);
 
provided further, however, that such repurchases shall be included in the calculation of the amount of Restricted Payments pursuant to clause (c) above;
 
(g) pay dividends or distributions in the ordinary course of business on the Company’s outstanding Capital Stock or Preferred Stock or make open market purchases of shares of the Company’s outstanding Capital Stock pursuant to stock buyback programs approved by the Board of Directors of the Company, in an amount which, when combined with all such dividends, distributions and purchases, does not exceed $50.0 million in the aggregate in any calendar year; provided, however, that at the time of such dividend, distribution or purchase,
 
(1) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt” after giving pro forma effect to such dividend or distribution; and
 
(2) no Default or Event of Default shall have occurred and be continuing (or result therefrom);
 
provided further, however, that such dividends or distributions shall be excluded in the calculation of the amount of Restricted Payments;
 
(h) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “— Limitation on Asset Sales”; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments; and
 
(i) purchase or redeem any Subordinated Obligations, to the extent required by the terms of such Debt following a Change of Control; provided, however, that the Company has made a Change of Control Offer and has purchased all 2017 notes tendered in connection with that Change of Control Offer; provided further, however, that such purchase or redemption shall be included in the calculation of the amount of Restricted Payments.
 
Limitation on Liens.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the 2017 notes or the applicable Subsidiary Guarantee will be secured by such Lien equally and ratably with (or, if such other Debt constitutes Subordinated Obligations, prior to) all other Debt of the Company or any Restricted Subsidiary secured by such Lien for so long as such other Debt is secured by such Lien; provided, however, that if the Debt so secured is


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expressly subordinated to the 2017 notes, then the Lien securing such Debt shall be subordinated and junior to the Lien securing the 2017 notes or the Subsidiary Guarantees.
 
Limitation on Asset Sales.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:
 
(a) the Company or such Restricted Subsidiary receives consideration, including the relief of liabilities, at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;
 
(b) at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or Temporary Cash Investments; and
 
(c) the Company delivers an Officers’ Certificate to the trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).
 
Solely for the purposes of clause (b) above of this “Limitation on Asset Sales” provision, the following will be deemed to be cash:
 
(x) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the 2017 notes or the applicable Subsidiary Guarantee) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, and
 
(y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such Purchaser to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received).
 
The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):
 
(a) to Repay
 
(1) Debt of the Company or any Restricted Subsidiary that is secured by the Property subject to such Asset Sale (excluding any Debt owed to the Company or an Affiliate of the Company) and/or
 
(2) Debt under the Credit Facility; or
 
(b) to invest or reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); or
 
(c) to make capital expenditures to improve existing assets.
 
Notwithstanding the foregoing, (i) any investment in Additional Assets within 180 days prior to an Asset Sale, shall be deemed to satisfy clause (b) above with respect to any such Asset Sale and (ii) any capital expenditure made to improve existing assets within 180 days of an Asset Sale shall be deemed to satisfy clause (b) above with respect to any Asset Sale.
 
Any Net Available Cash from an Asset Sale not applied in accordance with the preceding two paragraphs within 360 days from the date of the receipt of such Net Available Cash, or such shorter period which the Company determines or that is not segregated from the general funds of the Company for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 360-day and that shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the amount of any Net Available Cash that continues to be segregated for investment and that is not


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actually reinvested within 360 days from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”
 
When the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to purchase (the “Asset Sale Offer”) the 2017 notes which offer shall be in the amount of the Allocable Excess Proceeds (as defined below), on a pro rata basis, according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of 2017 notes have been given the opportunity to tender their 2017 notes for purchase in accordance with the indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose not otherwise prohibited by the indenture and the amount of Excess Proceeds will be reset to zero.
 
The term “Allocable Excess Proceeds” shall mean the product of:
 
(a) the Excess Proceeds and
 
(b) a fraction,
 
(1) the numerator of which is the aggregate principal amount of the 2017 notes outstanding on the date of the Asset Sale Offer, and
 
(2) the denominator of which is the sum of the aggregate principal amount of the 2017 notes outstanding on the date of the Asset Sale Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sale Offer that is pari passu in right of payment with the 2017 notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Asset Sale Offer.
 
Within five business days after the Company is obligated to make an Asset Sale Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the holders of 2017 notes, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.
 
The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any repurchase of 2017 notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant by virtue thereof.
 
Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:
 
(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
 
(b) make any loans or advances to the Company or any other Restricted Subsidiary or
 
(c) transfer any of its Property to the Company or any other Restricted Subsidiary.


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The foregoing limitations will not apply:
 
(1) with respect to clauses (a), (b) and (c), to restrictions:
 
(A) in effect on the Issue Date, including, without limitation, restrictions pursuant to the 2017 notes, the indenture governing the Company’s notes existing prior to the issuance of the outstanding 2017 notes and the Credit Facility or pursuant to a credit agreement or credit agreements which may be entered into after the Issue Date under which one or more Foreign Subsidiaries that are Restricted Subsidiaries can Incur up to $15.0 million of Debt so long as such Debt is Incurred pursuant to clause (b) of the second paragraph of the covenant described under “— Limitation on Debt” and that are no more restrictive, taken as a whole, than those contained in the Credit Facility on the Issue Date,
 
(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company,
 
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restriction is no less favorable to the holders of 2017 notes than those under the agreement evidencing the Debt so Refinanced,
 
(D) arising in connection with a Qualified Receivables Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle), or
 
(E) existing under or by reason of applicable law, and
 
(2) with respect to clause (c) only, to restrictions:
 
(A) relating to Debt that is permitted to be Incurred and secured without also securing the 2017 notes or the applicable Subsidiary Guarantee pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” that limit the right of the debtor to dispose of the Property securing such Debt,
 
(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,
 
(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
 
(D) that constitute customary restrictions contained in sale agreements limiting the transfer of Capital Stock or Property pending the closing of such sale,
 
(E) that constitute customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith and not otherwise prohibited under the indenture, or
 
(F) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Property of the Company or any Restricted Subsidiary not otherwise prohibited by the indenture.
 
Limitation on Transactions with Affiliates.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”), unless:
 
(a) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected to be obtained in a comparable arm’s-length transaction at the time of the transaction with a Person that is not an Affiliate of the Company,
 
(b) if such Affiliate Transaction involves aggregate payments or value in excess of $20.0 million, the Board of Directors of the Company, (including at least a majority of the disinterested members of the Board of


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Directors of the Company) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution delivered to the trustee, and
 
(c) if such Affiliate Transaction involves aggregate payments or value in excess of $50.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries.
 
Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following:
 
(a) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; provided that if one of the parties to such transaction or series of transactions is a Restricted Subsidiary that is not a Subsidiary Guarantor, no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of such Restricted Subsidiary is owned by a stockholder of the Company that is an Affiliate;
 
(b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;
 
(c) any disposition of Property by the Company or any Subsidiary in accordance with the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A., and Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2017 notes in the good faith judgment of the Company);
 
(d) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of the Restricted Subsidiaries, whether in cash, securities or otherwise, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;
 
(e) loans and advances to employees made in the ordinary course of business and consistent with the past practices of the Company or such Restricted Subsidiary, as the case may be; provided that such loans and advances do not exceed $7.5 million in the aggregate at any one time outstanding;
 
(f) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;
 
(g) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business and consistent with industry practice (including, without limitation, pursuant to agreements in existence on the date of the indenture) and otherwise in compliance with the terms of the indenture, and which are fair to the Company or its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors of the Company and are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected to be obtained in a comparable arm’s-length transaction at the time of the transaction with a Person that is not an Affiliate of the Company;
 
(h) payments or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors of the Company and entered into in good faith between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is a part of a consolidated group for tax purposes;
 
(i) payments from Affiliates to the Company or a Restricted Subsidiary for operational, management and financial services pursuant to agreements that are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;


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(j) any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Receivables Transaction; and
 
(j) director and officer indemnification agreements entered into in good faith and approved by the Board of Directors.
 
Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such designation is permitted under the covenant described under “— Limitation on Restricted Payments” and the Subsidiary to be so designated:
 
(a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary;
 
(b) has no Debt other than Non-Recourse Debt;
 
(c) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
 
(d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
 
(e) has not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Company of any of its Restricted Subsidiaries.
 
Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (1) either of the requirements set forth in clause (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification, (2) if such Person is a Subsidiary of an Unrestricted Subsidiary, or (3) unless the Company elects otherwise, such Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such Subsidiary will be merged, consolidated, liquidated, dissolved, wound-up or amalgamated into the Company or a Restricted Subsidiary as part of such transaction or series of transactions.
 
Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.
 
The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,
 
(x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and
 
(y) no default or Event of Default shall have occurred and be continuing or would result therefrom.
 
Any such designation or redesignation by the Board of Directors will be evidenced to the trustee by filing with the trustee a resolution of the Board of Directors of the Company giving effect to such designation or redesignation and an Officers’ Certificate that:
 
(1) certifies that such designation or redesignation complies with the preceding provisions, and


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(2) gives the effective date of such designation or redesignation, such filing with the trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).
 
Future Subsidiary Guarantors.  The Company shall cause (a) each Person that becomes a Canadian or U.S. Restricted Subsidiary following the Issue Date to execute and deliver to the trustee a Subsidiary Guarantee as soon as practicable after such time such Person becomes a Canadian or U.S. Restricted Subsidiary, excluding any Special Purpose Vehicle, and (b) any Foreign Subsidiary that is a Restricted Subsidiary that Guarantees any Debt of the Company or of any Canadian or U.S. Restricted Subsidiary following the Issue Date to execute and deliver to the trustee a Subsidiary Guarantee as soon as practicable after such time of such Guarantee; provided, however, that in the case of clause (b), a Foreign Subsidiary will not be required to deliver a Subsidiary Guarantee if and so long as:
 
(x) the other Debt being Guaranteed by such Foreign Subsidiary is Senior Debt, and
 
(y) the Guarantee by the Foreign Subsidiary of such other Debt is not “full and unconditional” (as such term is defined in Rule 3-10 of Regulation S-X under the Exchange Act) and providing an unconditional Guarantee of such other Debt or the 2017 notes would constitute a fraudulent conveyance, result in adverse tax consequences to the Company or violate applicable local law.
 
Merger, Consolidation and Sale of Assets
 
The Company shall not merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
 
(a) the Company shall be the Surviving Person in such merger, consolidation, liquidation, dissolution, winding-up or amalgamation, or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America, any State thereof or the District of Columbia;
 
(b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture, executed and delivered to the trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and accrued and unpaid interest and Special Interest, if any, on, all the 2017 notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by the Company;
 
(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
 
(d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
 
(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(f) the Company shall deliver, or cause to be delivered, to the trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentures, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied; and


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(g) the Surviving Company shall have delivered to the trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such transaction or series of transactions and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case if the transaction or series of transactions had not occurred and there will be no additional Canadian withholding taxes and no withholding taxes of any other jurisdiction imposed on any payments made pursuant to the 2017 notes.
 
The Company shall not permit any Subsidiary Guarantor to merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
 
(a) the Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation, liquidation, dissolution, winding-up or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America, any State thereof or the District of Columbia;
 
(b) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indentures providing for a Subsidiary Guarantee, executed and delivered to the trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
 
(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Subsidiary Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
 
(d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
 
(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(f) the Company shall deliver, or cause to be delivered, to the trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied; and
 
(g) the Surviving Company shall have delivered to the trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such transaction or series of transactions and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case if the transaction or series of transactions had not occurred and there will be no additional Canadian withholding taxes and no withholding taxes of any other jurisdiction imposed on any payments made pursuant to the 2017 notes.
 
This “Merger, Consolidation or Sale of Assets” covenant will not prohibit any Subsidiary Guarantor from consolidating with, merging into or transferring all or part of its assets to the Company or any other Canadian or U.S. Subsidiary Guarantor. In addition, the foregoing provisions (other than clause (d) in the two prior paragraphs) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with the covenant described under “— Certain Covenants — Limitation on Asset Sales.”


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The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under the indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee, as the case may be), but the predecessor Company in the case of:
 
(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or virtually as an entirety), or
 
(b) a lease,
 
shall not be released from any of the obligations or covenants under the indenture, including with respect to the payment of the 2017 notes.
 
Payments for Consents
 
The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any 2017 notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the 2017 notes unless such consideration is offered to be paid or is paid to all holders of the 2017 notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
 
SEC Reports
 
The Company shall deliver to the trustee, no later than fifteen (15) calendar days after the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall not be required to deliver to the trustee any material for which the Company has sought and obtained confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the trustee if the Company files such report with the Commission through the Commission’s EDGAR database. In the event the Company is at any time while any 2017 notes are outstanding no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall continue to provide to the trustee and, upon request, to each Holder, no later than fifteen (15) calendar days after the date the Company would have been required to file the same with the Commission, the reports the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to the reporting requirements of such sections. The Company also shall comply with the other provisions of the Trust Indenture Act of § 314(a).
 
Events of Default
 
Events of Default in respect of the 2017 notes include:
 
(1) failure to make the payment of any interest (including Additional Amounts) or Special Interest, if any, on the 2017 notes when the same becomes due and payable, and such failure continues for a period of 30 days;
 
(2) failure to make the payment of any principal of, or premium, if any, on, any of the 2017 notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;
 
(3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Assets”;
 
(4) failure to make a Change of Control Offer pursuant to the covenant described under “— Repurchase at the Option of the Holders Upon a Change of Control”;
 
(5) failure to make an Asset Sale Offer pursuant to the covenant described under “— Limitation on Asset Sales,” and such failure continues for 30 days after written notice is given to the Company as provided below;
 
(6) failure to comply with the covenant described under “— SEC Reports” and such failure continues for a period of 120 days after written notice is given to the Company as provided below;


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(7) failure to comply with any other covenant or agreement in the 2017 notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2), (3), (4), (5) or (6)) and such failure continues for 60 days after written notice is given to the Company as provided below;
 
(8) a default under any Debt for money borrowed by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $75.0 million or its foreign currency equivalent at the time (the “cross acceleration provisions”) and such acceleration has not been rescinded or annulled within ten Business Days after the date of such acceleration;
 
(9) any judgment or judgments for the payment of money in an aggregate amount in excess of $75.0 million (or its foreign currency equivalent at the time) that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied (net of any amounts that are reduced by insurance or bonded) or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);
 
(10) certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the “bankruptcy provisions”); and
 
(11) any Subsidiary Guarantee of one or more Subsidiary Guarantors, which by themselves or taken together would constitute a Significant Subsidiary, ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee or the indenture) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee (the “guarantee provisions”).
 
A Default under clause (5), (6), (7) or (8) is not an Event of Default until the trustee or the holders of not less than 25% in aggregate principal amount of the 2017 notes then outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”
 
The Company shall promptly deliver to the trustee, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.
 
If an Event of Default with respect to the 2017 notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Company) shall have occurred and be continuing, the trustee or the registered holders of not less than 25% in aggregate principal amount of the 2017 notes then outstanding may declare to be immediately due and payable the principal amount of all the 2017 notes then outstanding, plus accrued but unpaid interest to the date of acceleration, and any Special Interest, if any. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to the Company shall occur, such amount with respect to all the 2017 notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the 2017 notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the registered holders of a majority in aggregate principal amount of the 2017 notes then outstanding may, under certain circumstances, rescind and cancel such acceleration if all Events of Default, other than the nonpayment of accelerated principal or interest have been cured or waived as provided in the indenture.
 
Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the 2017 notes, unless such holders shall have offered to the trustee indemnity reasonably satisfactory to the trustee. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the 2017 notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the 2017 notes.
 
No holder of 2017 notes will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:
 
(a) such holder has previously given to the trustee written notice of a continuing Event of Default,


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(b) the registered holders of at least 25% in aggregate principal amount of the 2017 notes then outstanding have made a written request and offered indemnity to the trustee to institute such proceeding as trustee, and
 
(c) the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the 2017 notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.
 
However, such limitations do not apply to a suit instituted by a holder of any note for enforcement of payment of the principal of, and premium, if any, or interest and Special Interest, if any, on, such note on or after the respective due dates expressed in such note.
 
Amendments and Waivers
 
Subject to certain exceptions, the indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of each 2017 notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the 2017 notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium, interest and certain covenants and provisions of the indenture which cannot be amended without the consent of each holder affected (whether in the aggregate holding a majority in principal amount of 2017 notes or not) of an outstanding note as described in the next sentence) with the consent of the registered holders of at least a majority in aggregate principal amount of the 2017 notes then outstanding. However, without the consent of each holder affected (whether in the aggregate holding a majority in principal amount of 2017 notes or not) of an outstanding note, no amendment may, among other things,
 
(1) reduce the amount of 2017 notes whose holders must consent to an amendment or waiver,
 
(2) reduce the rate of or change the time for payment of interest on any note,
 
(3) reduce the principal of or change the Stated Maturity of any 2017 note,
 
(4) make any 2017 note payable in money other than that stated in the 2017 note,
 
(5) impair the right of any holder of the 2017 notes to receive payment of principal of, premium, if any, and interest on such holder’s 2017 notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s 2017 notes or any Subsidiary Guarantee,
 
(6) subordinate the 2017 notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor (for the avoidance of doubt, the granting of a security interest in Property shall not constitute a subordinated interest),
 
(7) reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed, as described under “— Optional Redemption” or “— Additional Amounts” above,
 
(8) after the Company’s obligation to purchase the 2017 notes arises in accordance with the covenant described under “Repurchase at the Option of Holders Upon a Change of Control” hereof, amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer or waive any default in the performance of that Change of Control Offer or modify any of the provisions or definitions with respect to any such offer;
 
(9) at any time after the Company is obligated to make a Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the 2017 notes must be repurchased pursuant thereto,
 
(10) make any change to the indenture or the 2017 notes that would result in the Company or any Subsidiary Guarantor being required to make any withholding or deduction from payments made under or with respect to the 2017 notes (including payments made pursuant to any Subsidiary Guarantee),


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(11) make any change in any Subsidiary Guarantee that would adversely affect the rights of holders to receive payments under the Subsidiary Guarantee, other than any release of a Subsidiary Guarantor in accordance with the provisions of the indenture,
 
(12) make any change in the amendment provisions which require the consent of each holder or in the waiver provisions, or
 
(13) make any change in the provisions of the indenture described under “— Additional Amounts” that adversely affects the rights of any holder or amend the terms of the 2017 notes or the indenture in a way that would result in the loss to any holder of an exemption from any of the Taxes described thereunder.
 
Without the consent of any holder of the 2017 notes, the Company and the trustee may amend the indenture to:
 
(1) cure any ambiguity, omission, defect or inconsistency,
 
(2) provide for the assumption by a Surviving Person of the obligations of the Company under the indenture, provided that the Company delivers to the trustee:
 
(A) an Opinion of Counsel to the effect that holders of the 2017 notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred, and
 
(B) an Opinion of Counsel in Canada to the effect that holders of the 2017 notes will not recognize income, gain or loss for Canadian tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred;
 
(3) provide for uncertificated 2017 notes in addition to or in place of certificated 2017 notes (provided that the uncertificated 2017 notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated 2017 notes are described in Section 163(f)(2)(B) of the Code),
 
(4) add additional Subsidiary Guarantees with respect to the 2017 notes or to release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the indenture,
 
(5) make any change that would provide additional rights or benefits to the holders of the 2017 notes or that does not adversely affect the rights of the holders of the 2017 notes,
 
(6) provide for the issuance of additional 2017 notes in accordance with the indenture, and
 
(7) comply with any requirement of the Commission in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended, or other applicable trust indentures legislation.
 
The consent of the holders of the 2017 notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Company is required to mail to each registered holder of the 2017 notes at such holder’s address appearing in the Security Register a notice briefly describing such amendment. However, the failure to give such notice to all holders of the 2017 notes, or any defect therein, will not impair or affect the validity of the amendment.
 
Defeasance
 
The Company at any time may terminate all its obligations and the obligations of the Subsidiary Guarantors under the 2017 notes and the indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the 2017 notes, to replace mutilated, destroyed, lost or stolen 2017 notes, to maintain a registrar and paying agent in respect of the 2017 notes and to pay Additional Amounts, if any. The Company at any time may terminate:
 
(1) its obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “— Certain Covenants,”


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(2) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the guarantee provisions described under “— Events of Default” above, and
 
(3) the limitations contained in clause (e) in the first paragraph of, and in the second paragraph of, “— Merger, Consolidation and Sale of Assets” above (collectively, “covenant defeasance”).
 
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.
 
If the Company exercises its legal defeasance option, payment of the 2017 notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the 2017 notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6), (7) (with respect to the covenants described under “— Certain Covenants”), (8), (9), (10) (with respect only to Significant Subsidiaries) or (11) under “— Events of Default” above or because of the failure of the Company to comply with clause (e) under the first paragraph or with the second paragraph of, “— Merger, Consolidation and Sale of Assets” above. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee.
 
The legal defeasance option or the covenant defeasance option may be exercised only if:
 
(a) the Company irrevocably deposits in trust with the trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest and Special Interest, if any, on the 2017 notes to maturity or redemption, as the case may be;
 
(b) the Company delivers to the trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest and Special Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and accrued and unpaid interest when due on all the 2017 notes to maturity or redemption, as the case may be;
 
(c) 123 days pass after the deposit is made and during the 123-day period no Default described in clause (10) under “— Events of Default” occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period;
 
(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;
 
(e) such deposit does not constitute a default under any other agreement or instrument binding on the Company;
 
(f) the Company delivers to the trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
 
(g) in the case of the legal defeasance option, the Company delivers to the trustee an Opinion of Counsel stating that:
 
(1) the Company has received from the Internal Revenue Service a ruling, or
 
(2) since the date of the indenture there has been a change in any applicable Federal income tax law,
 
to the effect, in either case, that, and based thereon, such Opinion of Counsel shall confirm that, holders of the 2017 notes will not recognize income, gain or loss for U.S. Federal income tax or Canadian Federal, provincial or territorial income tax purposes as a result of such legal defeasance and will be subject to U.S. Federal income tax or Canadian Federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;


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(h) in the case of the covenant defeasance option, the Company delivers to the trustee an Opinion of Counsel to the effect that holders of the 2017 notes will not recognize income, gain or loss for U.S. Federal income tax or Canadian Federal, provincial or territorial income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax or Canadian Federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and
 
(i) the Company delivers to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the 2017 notes have been complied with as required by the indenture.
 
Consent to Jurisdiction and Service of Process
 
The Company irrevocably appoints Cascades USA Inc. as its agent for service of process in any suit, action or proceeding with respect to the indenture or the 2017 notes brought in any Federal or state court located in New York City and each of the Company and the Guarantors submit to the jurisdiction thereof.
 
Governing Law
 
The 2017 notes indenture and the 2017 notes are governed by the internal laws of the State of New York without reference to principles of conflicts of law.
 
Enforceability of Judgments
 
The Company and the Subsidiary Guarantors have been informed by their Canadian counsel, Fraser Milner Casgrain LLP, that the laws of the Provinces of Québec and Ontario permit an action to be brought before a court of competent jurisdiction in the Provinces of Québec and Ontario (a “Canadian Court”) to recognize and enforce a final and conclusive judgment in personam against the judgment debtor of any Federal or state court located in the Borough of Manhattan in The City of New York (a “New York Court”) that is not impeachable as void or voidable under the laws of the State of New York (“New York Law”) for a sum certain if: (i) the New York Court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Canadian Court (and submission by the Company and the Subsidiary Guarantors in the indenture to the non-exclusive jurisdiction of the New York Court will be sufficient for that purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice in contravention of the fundamental principles of procedure and the decision and the enforcement thereof would not be (A) inconsistent with public policy as the term is understood under the laws of the Province of Ontario or (B) manifestly inconsistent with public order as understood in international relations, as the term is understood under the laws of the Province of Québec; (iii) in the Province of Québec, such judgment is not subject to ordinary remedies and is final and enforceable in the State of New York; (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue (unless, in the case of the Province of Québec, there is reciprocity), expropriatory or penal laws; (v) the action to enforce such judgment is commenced within applicable limitation periods; (vi) in the Province of Québec, the decision has not been rendered by default unless the plaintiff proves that the act of procedure initiating the proceedings was duly served on the defaulting party in accordance with New York Law and a court of competent jurisdiction in the Province of Québec may refuse recognition or enforcement of the judgment if the defendant proves that, owing to the circumstances, it was unable to learn the act of procedure or it was not given sufficient time to offer its defense. In any such action brought before a court of competent jurisdiction in the Province of Québec, the defendant will only be permitted to argue that the conditions set out above were not met.
 
In addition, under the Currency Act (Canada), a Canadian Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency.
 
In the Province of Québec, a Canadian Court may decline to hear an action to enforce a judgment if it considers that the courts of another jurisdiction are in a better position to decide the dispute. It may also refrain from ruling if another action between the same parties, based on the same facts and having the same object, is pending before a


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foreign authority, provided that such action can result in a decision which may be recognized in the Province of Québec, or if such a decision has already been rendered by a foreign authority.
 
In the opinion of such counsel, a Canadian Court would not avoid enforcement of judgments of a New York Court respecting the indenture or the 2017 notes on the basis of public order, as that term is understood in international relations and under the laws of the Province of Québec, or on the basis of public policy, as that term is understood under the laws of the Provinces of Ontario including in each case, the federal laws of Canada applicable therein.
 
The Trustee
 
The Bank of Nova Scotia Trust Company of New York is the trustee under the indenture. Except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.
 
Definitions
 
Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.
 
“Additional Assets” means:
 
(a) any Property (other than cash, Temporary Cash Investments, securities and Capital Stock) to be owned by the Company or any Restricted Subsidiary in a Related Business (including any capital expenditures with respect to any Property already owned or to be owned); or
 
(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or a Subsidiary of the Company; or
 
(c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;
 
provided, however, that, in the case of clauses (b) and (c), such Restricted Subsidiary is primarily engaged in a Related Business.
 
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.
 
For the purposes of this definition, “control,” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of
 
(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals under law), or


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(b) any other Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary, Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales:
 
(1) any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary,
 
(2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments,”
 
(3) any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Assets” or constituting a Change of Control,
 
(4) any disposition or series of related dispositions with an aggregate Fair Market Value and for net proceeds (exclusive of indemnities) of less than $10.0 million,
 
(5) sales, transfers or other distributions of Property, including Capital Stock of Restricted Subsidiaries, for consideration at least equal to the Fair Market Value of the Property sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or Property (other than cash, except to the extent used as a bona fide means of equalizing the value of the Property involved in the asset swap transaction) of a nature or type that are used in, a business having Property of a nature or type, or engaged in a business similar or related to the nature or type of the Property, or businesses of, the Company and its Restricted Subsidiaries existing on the date of such sale or other disposition,
 
(6) the creation of any Permitted Lien,
 
(7) any disposition of surplus, discontinued, obsolete or worn-out equipment or other immaterial assets or other personal Property that is no longer used or useful in the on going business of the Company and its Restricted Subsidiaries;
 
(8) any surrender or waiver of contract rights or release of contract or tort claims;
 
(9) any sale of cash or Temporary Cash Investments;
 
(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding;
 
(11) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;
 
(12) sales of interests in or assets of Unrestricted Subsidiaries;
 
(13) any exchange or trade-in of equipment or other property by the Company or any Restricted Subsidiary in exchange for other equipment or property of a nature or type that is used or to be used in, the businesses of the Company and its Restricted Subsidiaries existing on the date of such sale or other disposition; provided that the Fair Market Value of the equipment or property received is at least as great as the Fair Market Value of the equipment or other property being exchanged or traded-in;
 
(14) any sale of Receivables pursuant to a Qualified Receivables Transaction;
 
(15) any disposition of Property by the Company or any Subsidiary in accordance with the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A. and Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2017 notes in the good faith judgment of the Company); and
 
(16) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement.


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“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,
 
(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations,” and
 
(b) in all other instances the present value (discounted at the interest rate implicit in such transaction compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).
 
“Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:
 
(a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
 
(b) the sum of all such payments.
 
“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partnership of such Person) or, in each case, any duly authorized committee.
 
“Business Day” means each day which is not a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City or Montreal.
 
“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “— Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.
 
“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock, limited liability company interests 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.
 
“Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent such sale is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
 
“Change of Control” means the occurrence of any of the following events:
 
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing) of persons, including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than the Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the total voting power of the Voting Stock of the Company; or
 
(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of the Company and the Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety to a Restricted Subsidiary or one or


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more Permitted Holders) shall have occurred, or the Company merges, consolidates, liquidates, dissolves, winds-up or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person (other than one or more Permitted Holders) merges, consolidates, liquidates, dissolves, winds-up or amalgamates with or into the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:
 
(1) the outstanding Voting Stock of the Company is reclassified into or exchanged for other Voting Stock of the Company or for Voting Stock of the Surviving Person, and
 
(2) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the Company or the Surviving Person immediately after such transaction and in substantially the same proportion as before the transaction; or
 
(c) the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Commission” means the U.S. Securities and Exchange Commission.
 
“Commodity Price Protection Agreement” means, in respect of a Person, any commodity futures contract, forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement (including derivative agreements or arrangements) designed to protect such Person against fluctuations in commodity prices.
 
“Comparable Treasury Issue” means the United States treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2017 notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2017 notes.
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.
 
“Comparable Treasury Price” means, with respect to any redemption date:
 
(a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H. 15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” or
 
(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.
 
“Consolidated Current Liabilities” means, as of any date of determination, the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating:
 
(a) all intercompany items between the Company and any Restricted Subsidiary or between Restricted Subsidiaries, and
 
(b) all current maturities of long-term Debt.
 
“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:
 
(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are publicly available prior to such determination date to
 
(b) Consolidated Interest Expense for such four fiscal quarters;


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provided, however, that:
 
(1) if
 
(A) since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or
 
(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,
 
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, (except that in making such computation, the amount of Debt under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Debt during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Debt during the period from the date of creation of such facility to the date of such calculation); and
 
(2) if
 
(A) since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related business or assets of a business,
 
(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or
 
(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,
 
then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.
 
If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt). If any Debt bears interest, at the option of the Company or a Restricted Subsidiary, at a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Debt is being given pro forma effect, the interest expense with respect to such Debt shall be calculated for the entire period by applying such optional rate as shall be in effect as of the date of determination. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.
 
“Consolidated Interest Expense” means, for any period, the total interest expense, net of any interest income of the Company and its Restricted Subsidiaries, of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries:
 
(a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;
 
(b) amortization of debt discount and debt issuance cost excluding amortization of deferred and other financing fees; provided, however, that any amortization of bond premium will be credited to reduce


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Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense;
 
(c) capitalized interest;
 
(d) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP);
 
(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
 
(f) net payments associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations result in net receipts rather than net payments, such payments shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net payments are otherwise reflected in Consolidated Net Income;
 
(g) Disqualified Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;
 
(h) Preferred Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;
 
(i) interest Incurred in connection with Investments in discontinued operations;
 
(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary; and
 
(k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.
 
For purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements.
 
“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries (determined in accordance with GAAP); provided, however, that there shall not be included in such Consolidated Net Income:
 
(a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:
 
(1) subject to the exclusion contained in clause (c) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below) and
 
(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,
 
(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:
 
(1) subject to the exclusion contained in clause (c) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend


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or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause) and
 
(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,
 
(c) any gain (loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Restricted Subsidiaries or any Permitted Joint Venture (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business (provided that sales or other dispositions of assets in connection with any Qualified Receivables Transaction shall be deemed to be in the ordinary course):
 
(d) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs but excluding inventory) of the Company or any of its consolidated Restricted Subsidiaries or any Permitted Joint Venture incurred subsequent to the Issue Date (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed);
 
(e) any extraordinary gain or loss (including fees and expenses relating to any event or transaction giving rise thereto);
 
(f) any gain or loss arising from any refinancing, repurchase or extinguishment of Debt;
 
(g) any unrealized gain or loss attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP;
 
(h) the cumulative effect of a change in accounting principles, including any impact resulting from the conversion to International Financial Reporting Standards (“IFRS”);
 
(i) any gain or loss arising from foreign currency fluctuations on foreign currency denominated Debt; and
 
(j) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder, if at all, only for Capital Stock of the Company (other than Disqualified Stock).
 
Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of Property from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(iv) thereof. In addition, any cash payments made during such period in respect of non-cash charges or other items described above in this definition subsequent to the fiscal quarter in which the relevant non-cash charges were added back shall be deducted.
 
“Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of (without duplication):
 
(a) the excess of cost over fair market value of assets or businesses acquired;
 
(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of a change in the method of valuation in accordance with GAAP;
 
(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;


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(d) minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;
 
(e) treasury stock; and
 
(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities.
 
“Credit Facility” means the Debt represented by:
 
(a) one or more debt facilities or commercial paper facilities, in each case with banks or other lenders providing for revolving credit loans, term loans or letters of credit, including, without limitation, the Credit Agreement, dated as of December 29, 2006, among the Company, certain of its Subsidiaries, the lenders party thereto and The Bank of Nova Scotia, as Administrative and Collateral Agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), as the same may be amended, supplemented or otherwise modified from time to time, including amendments, supplements or modifications relating to the addition or elimination of Subsidiaries of the Company as borrowers, guarantors or other credit parties thereunder; and
 
(b) any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original Administrative and Collateral Agent and lenders or another administrative agent or agents or one or more other lenders and whether provided under the original Credit Facility or one or more other credit or other agreements or notes or other securities issued pursuant to indentures).
 
“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.
 
“Debt” means, with respect to any Person on any date of determination (without duplication):
 
(a) any indebtedness of any Person:
 
(1) in respect of money borrowed, or
 
(2) evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;
 
(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;
 
(c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), but only to the extent that such purchase price is due more than six months after the date of placing such Property in service for taking delivery and title therein;
 
(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
 
(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);


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(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
 
(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property and the amount of the obligation so secured; and
 
(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.
 
The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above. The amount of Debt represented by a Hedging Obligation shall be equal to:
 
(1) zero if such Hedging Obligation has been Incurred pursuant to clause (e), (f) or (g) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” or
 
(2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.
 
Notwithstanding the foregoing, Debt shall not include (a) any endorsements for collection or deposits in the ordinary course of business, (b) any realization of a Permitted Lien, and (c) Debt that has been defeased or satisfied in accordance with the terms of the documents governing such Indebtedness. With respect to any Debt denominated in a foreign currency, for purposes of determining compliance with any Canadian-dollar denominated restriction on the Incurrence of such Debt under the covenant described under “— Certain Covenants — Limitation on Debt,” the amount of such Debt shall be calculated based on the currency exchange rate in effect at the end of the most recent fiscal quarter for which financial statements have been made publicly available (whether through having been filed with, or furnished to, the Commission or similar regulatory agency or otherwise).
 
“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.
 
“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:
 
(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
 
(b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or
 
(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,
 
on or prior to, in the case of clause (a), (b) or (c), 180 days after the Stated Maturity of the 2017 notes; provided that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale or disposition (each as defined in a similar manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the covenant described under “— Certain Covenants — Limitation on Asset Sales”; and such repurchase or redemption complies with the provisions of the covenant described under “— Certain Covenants — Limitation on Restricted Payments.”
 
Notwithstanding the foregoing, Capital Stock issued to any employee benefit plan, or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.
 
“Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of


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such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.
 
“EBITDA” means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:
 
(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:
 
(1) the provision for taxes based on income or profits or utilized in computing net loss,
 
(2) Consolidated Interest Expense,
 
(3) depreciation,
 
(4) amortization of intangibles,
 
(5) the amount of any non-cash restructuring charges or reserves (which for the avoidance of doubt shall include severance contracts, termination costs (including pension settlement amounts)), including future lease commitments, costs to consolidated facilities and costs to relocate employees; and
 
(a) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period), minus
 
(b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period), minus
 
(c) any cash payments made during such period in respect of non-cash charges or other items described above in this definition subsequent to the fiscal quarter in which the relevant non-cash charges or other items were reflected in Consolidated Net Income.
 
Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.
 
“Event of Default” has the meaning set forth under “— Events of Default.”
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
 
“Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided,
 
(a) if such Property has a Fair Market Value equal to or less than $50 million, by any Officer of the Company, or
 
(b) if such Property has a Fair Market Value in excess of $50 million by a Board Resolution of the Company.
 
“Foreign Subsidiary” means any Subsidiary which is not organized under the laws of Canada or any province thereof, or the United States of America or any State thereof or the District of Columbia.
 
“GAAP” means generally accepted accounting principles in Canada, consistently applied, which are in effect from time to time.


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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
 
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or
 
(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);
 
provided, however, that the term “Guarantee” shall not include:
 
(1) endorsements for collection or deposit in the ordinary course of business, or
 
(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of “Permitted Investment.”
 
The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.
 
“Hedging Obligation” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.
 
“Income Tax Act” means the Income Tax Act (Canada).
 
“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining compliance with “— Certain Covenants — Limitation on Debt,” amortization of debt discount shall not be deemed to be the Incurrence of Debt, provided that in the case of Debt sold at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal amount at Stated Maturity.
 
“Independent Financial Advisor” means an investment banking firm of national standing or any third-party appraiser of national standing in Canada or the United States, provided that such firm or appraiser is not an Affiliate of the Company.
 
“Interest Rate Agreement” means for any Person, any interest rate swap agreement, interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement designed to protect against fluctuations in interest rates.
 
“Investment” by any Person means any direct or indirect loan (other than accounts receivable, trade credit or other advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, 2017 notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and “— Designation of Restricted and Unrestricted Subsidiaries” and the definitions of “Restricted Payment” and “Unrestricted Subsidiary,” the term “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the


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Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:
 
(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less
 
(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.
 
In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.
 
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.
 
“Investment Grade Status” shall be deemed to have been reached on the date that the 2017 notes have an Investment Grade Rating from both Rating Agencies.
 
“Issue Date” means December 3, 2009.
 
“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).
 
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business of Moody’s Investors Inc.
 
“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:
 
(a) all legal, title, accounting and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale,
 
(b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,
 
(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale,
 
(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale, including pension and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, and
 
(e) payments of unassumed liabilities (not constituting Debt) relating to the assets sold at the time of, or within 30 days after, the date of such sale.


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“Non-Recourse Debt” means Debt:
 
(a) as to which neither the Company nor any Restricted Subsidiary (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;
 
(b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Debt (other than the 2017 notes) of the Company or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
 
(c) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary.
 
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.
 
“Officer” means the Chairman, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, Secretary or any Vice President of the Company, or, in the event that the Company has no such officers, a person duly authorized under applicable law by the managers, members or a similar body to act on behalf of the Company. Officer of any Subsidiary Guarantor has a correlative meaning.
 
“Officers’ Certificate” means a certificate signed by two Officers of the Company and delivered to the trustee.
 
“Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.
 
“Permitted Holders” means (i) each of Laurent Lemaire, Bernard Lemaire and Alain Lemaire; (ii) the spouse, parents, siblings, descendants (including children or grandchildren by adoption) of any Person referred to in clause (i) or of such spouse or siblings; (iii) in the event of the incompetence or death of any of the Persons referred to in clauses (i) or (ii), such Person’s estate, executor, administrator, committee or other personal representative in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Voting Stock of the Company; (iv) any trusts or foundations created for the sole benefit of any of the Persons referred to in clauses (i) through (iii) or any trust or foundation for the benefit of such trust or foundation; or (v) any Person of which any of the Persons referred to in clauses (i) through (iv) “beneficially owns” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) on a fully diluted basis all the Voting Stock of such Person or is the sole trustee or general partner, or otherwise has the sole power to manage the business and affairs of such Person.
 
“Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:
 
(a) any Investment existing on the Issue Date, including any Investment of any subsidiary or Joint Venture at the time such Subsidiary or Joint Venture became a Subsidiary or Joint Venture;
 
(b) the Company or any Restricted Subsidiary (including any non-wholly owned Restricted Subsidiary) or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Person is a Related Business;
 
(c) any Person if as a result of or in connection with such Investment such Person (i) becomes a Restricted Subsidiary that is a Subsidiary Guarantor or (ii) is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary that is a Subsidiary Guarantor, provided that such Person’s primary business is a Related Business;
 
(d) cash and Temporary Cash Investments;
 
(e) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;


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(f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
 
(g) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $5.0 million at any one time outstanding;
 
(h) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments, including as the result of any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a trade creditor or customer;
 
(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” or a transaction not constituting an Asset Sale by reason of the $10.0 million threshold contained in clause (4) of the second paragraph in the definition of “Asset Sale”;
 
(j) a lease, utility and other similar deposits in the ordinary course of business;
 
(k) any assets or Capital Stock of any Person made out of the net cash proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock) or the consideration for which consists solely of Capital Stock (other than Disqualified Stock) of the Company; provided that the issuance of such Capital Stock shall be included in the calculation set forth in clause (c)(ii) of “— Certain Covenants — Limitation on Restricted Payments,” at any one time outstanding;
 
(l) Hedging Obligations entered into for bona fide hedging purposes and not for speculation and otherwise permitted by the indenture;
 
(m) any assets acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Permitted Investment or other transfer of title with respect to any secured Permitted Investment in default;
 
(n) purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases or intellectual property, in any case, in the ordinary course of business and otherwise in accordance with the indenture;
 
(o) acquisitions by the Company (directly or indirectly) of additional shares of Capital Stock of Reno de Medici, S.p.A., in accordance with the rights and conditions set forth in Section 3.3.1 of the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A., and Cascades Italis S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2017 notes in the good faith judgment of the Company);
 
(p) Investments in Permitted Joint Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (p) shall not exceed at any time outstanding the greater of $400.0 million or 10% of Consolidated Net Tangible Assets; and
 
(q) other Investments made for Fair Market Value that do not exceed $100.0 million in the aggregate outstanding at any one time.
 
“Permitted Joint Venture” means any Person which is not a Subsidiary and is, directly or indirectly, through its subsidiaries or otherwise, engaged principally in a Related Business, and the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand.
 
“Permitted Liens” means:
 
(a) Liens in favor of the Company or any Subsidiary Guarantor;


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(b) Liens to secure Debt permitted to be Incurred under clause (b) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(c) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed, improved or leased with the proceeds of such Debt and any improvements or accessions to such Property;
 
(d) Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;
 
(e) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, landlords’, vendors’ or Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;
 
(f) Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties;
 
(g) Liens arising as a result of litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action, including any Lien arising as a result of any judgment rendered against the Company or its Subsidiaries;
 
(h) Liens granted in connection with a Qualified Receivables Transaction;
 
(i) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole;
 
(j) Liens on Property (together with general intangibles and proceeds relating to such property) at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;
 
(k) Liens on the Property or shares of Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;
 
(l) pledges or deposits by the Company or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;


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(m) utility easements, building restrictions, rights-of-ways, irregularities of title and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;
 
(n) Liens to secure Hedging Obligations made in the ordinary course of business and not for the purpose of speculation to the extent otherwise permitted by the indenture;
 
(o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above;
 
(p) Liens granted to secure the 2017 notes pursuant to the covenant described under “— Limitation on Liens”;
 
(q) leases, licenses, subleases and sublicenses of assets (including without limitation, real property and intellectual property rights) in the ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;
 
(r) Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (c), (j), (k) or (o) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:
 
(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (c), (j), (k) or (o) above, as the case may be, at the time the original Lien became a Permitted Lien under the indenture, and
 
(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such Refinancing; and
 
(s) Liens not otherwise permitted by clauses (a) through (r) above encumbering Property having an aggregate Fair Market Value not in excess of the greater of (i) $125.0 million or (ii) 5% of Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements have been made publicly available (whether through having been filed with, or furnished to, the Commission or similar regulatory agency or otherwise) ending at least 45 days prior to the date any such Lien shall be Incurred.
 
“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:
 
(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:
 
(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and
 
(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,
 
(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced,
 
(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and
 
(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, provided, however, that Permitted Refinancing Debt shall not include:
 
(x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or


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(y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.
 
“Person” means 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.
 
“Preferred Stock” means any Capital Stock of such Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.
 
“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.
 
“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors of the Company after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors of the Company after consultation with the independent certified public accountants of the Company, as the case may be.
 
“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its Fair Market Value.
 
“Purchase Money Debt” means Debt:
 
(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and
 
(b) Incurred to finance the acquisition, construction, improvement or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets);
 
provided, however, that such Debt is Incurred within 180 days after the acquisition, construction or lease of such Property by the Company or such Restricted Subsidiary.
 
“Qualified Equity Offering” means a primary offering of common stock of the Company in the United States of at least $50.0 million to Persons who are not Affiliates of the Company.
 
“Qualified Receivables Transaction” means any transaction or series of transactions, including factoring arrangements, that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein secured by goods or services financed thereby (whether such Receivables are then existing or arising in the future) of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership interests in goods or services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization transactions involving such assets, as any agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to time.
 
“Rating Agencies” means Moody’s and S&P.


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“Receivables” means any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder, security or ownership interests in the goods and services financed thereby, records relating thereto, and the right to payment of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto, and other related rights.
 
“Reference Treasury Dealer” means a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”).
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
 
“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.
 
“Related Business” means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.
 
“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.
 
“Restricted Payment” means:
 
(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company, and except for pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders;
 
(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);
 
(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (x) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (y) Debt permitted to be Incurred under clause (d) of the covenant described under “— Certain Covenants — Limitation on Debt”); or
 
(d) any Investment (other than Permitted Investments) in any Person.
 
“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
 
“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.


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“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.
 
“Securities Act” means the Securities Act of 1933, as amended.
 
“Senior Debt” of the Company means:
 
(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest and Special Interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in respect of:
 
(1) Debt of the Company for borrowed money, and
 
(2) Debt of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under the indenture for the payment of which the Company is responsible or liable;
 
(b) all Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company;
 
(c) all obligations of the Company
 
(1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction,
 
(2) under Hedging Obligations, or
 
(3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under the indenture; and
 
(d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which the Company is responsible or liable as Guarantor;
 
provided, however, that Senior Debt shall not include:
 
(A) Debt of the Company that is by its terms subordinate in right of payment to the 2017 notes;
 
(B) any Debt Incurred in violation of the provisions of the indenture;
 
(C) accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);
 
(D) any liability for federal, state, provincial, local or other taxes owed or owing by the Company;
 
(E) any obligation of the Company to any Subsidiary; or
 
(F) any obligations with respect to any Capital Stock of the Company. “Senior Debt” of any Subsidiary Guarantor has a correlative meaning.
 
“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the Commission.
 
“Special Interest” means additional interest, if any, due on the 2017 notes as a result of our failure to perform our obligations under the registration rights agreement relating to the 2017 notes.
 
“Special Purpose Vehicle” means a bankruptcy-remote entity or trust or other special purpose entity which is formed by the Company, any Subsidiary of the Company or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Receivables Transaction or other similar transactions of Receivables, including factoring arrangements, or other similar or related assets.
 
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory


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redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).
 
“Subordinated Obligation” means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the 2017 notes or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.
 
“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock or other interests (including partnership interests) 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.
 
“Subsidiary Guarantee” means a Guarantee on the terms set forth in the indenture by a Subsidiary Guarantor of the Company’s obligations with respect to the 2017 notes.
 
“Subsidiary Guarantor” means each Canadian and U.S. Restricted Subsidiary in existence on the Issue Date and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under “— Certain Covenant — Future Subsidiary Guarantors” or who otherwise executes and delivers a supplemental indenture to the trustee providing for a Subsidiary Guarantee.
 
“Surviving Person” means the surviving Person formed by a merger, consolidation, liquidation, dissolution, winding-up or amalgamation and, for purposes of the covenant described under “— Merger, Consolidation and Sale of Assets,” a Person to whom all or substantially all of the Property of the Company or a Subsidiary Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.
 
“Temporary Cash Investments” means:
 
(a) Investments in U.S. and Canadian Government Obligations, in each case maturing within 365 days of the date of acquisition thereof;
 
(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued or guaranteed by a bank or trust company organized under the laws of the United States of America or Canada or any state or province, as the case may be, or the District of Columbia or any U.S. or Canadian branch of a foreign bank having, at the date of acquisition thereof, combined capital, surplus and undivided profits aggregating in excess of US$250.0 million and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));
 
(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:
 
(1) a bank meeting the qualifications described in clause (b) above, or
 
(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;
 
(d) Investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)) or, with respect to commercial paper issued in Canada by a corporation (other than an Affiliate of the


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Company) organized and in existence under the laws of Canada, having a rating at the time as of which any Investment therein is made of “R-1” (or higher) according to Dominion Bond Rating Service Limited;
 
(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America, any province of Canada or any foreign country recognized by the United States or any political subdivision of any such state, province or foreign country, as the case may be (including any agency or instrumentality thereof), for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:
 
(1) the long-term debt of such state, province or country is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and
 
(2) such obligations mature within one year of the date of acquisition thereof; and
 
(f) Investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.
 
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
“Unrestricted Subsidiary” means:
 
(a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and
 
(b) any Subsidiary of an Unrestricted Subsidiary.
 
“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.
 
“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
 
“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries.


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The 2020 Notes
 
Principal, Maturity and Interest
 
We issued $250.0 million aggregate principal amount of 77/8% Senior Notes due 2020 on December 23, 2009.
 
The new 2020 notes and the original 2020 notes will mature on January 15, 2020.
 
Interest on the 2020 notes accrues at a rate of 77/8% per annum and is payable semi-annually in arrears on January 15 and July 15 of each year, from the most recent date on which interest on the original 2020 notes has been paid, or if no interest has been paid, from July 15, 2010. We will pay interest to those persons who were holders of record on the January 1 or July 1 immediately preceding each interest payment date.
 
Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The yearly rate of interest that is equivalent to the rate payable under the 2020 notes is the rate payable multiplied by the actual number of days in the year and divided by 360 and is disclosed herein solely for the purpose of providing the disclosure required by the Interest Act (Canada).
 
Subject to compliance with the limitations described under “— Certain Covenants — Limitation on Debt,” we can issue an unlimited amount of additional notes under the indenture in the future as part of the same series or as an additional series. Any additional notes that we issue in the future will be identical in all respects to the 2020 notes, except that additional notes issued in the future may have different issuance prices and CUSIP numbers and will have different issuance dates. We will issue 2020 notes only in fully registered form without coupons, in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
 
Ranking
 
The 2020 notes are:
 
  •  senior unsecured obligations of Cascades;
 
  •  guaranteed on a senior unsecured basis by the Subsidiary Guarantors;
 
  •  effectively subordinated in right of payment to existing and future secured debt, if any, including our and our subsidiaries’ obligations under the Credit Facility, to the extent of such security and to all existing and future secured debt of the Subsidiary Guarantors;
 
  •  effectively subordinated to all debt of our non-guarantor subsidiaries, unrestricted subsidiaries and joint ventures, including trade debt and preferred stock claims;
 
  •  equal in ranking (“pari passu”) with all existing and future Senior Debt of the Company, including the 2017 notes; and
 
  •  senior in right of payment to all future subordinated debt of the Company.
 
Substantially all of our operations are conducted through our subsidiaries, joint ventures and minority investments. Therefore, the Company’s ability to service its debt, including the 2020 notes, is dependent upon the earnings of its subsidiaries, joint ventures and minority investments and the distribution of those earnings to the Company, or upon loans, advances or other payments made by these entities to the Company. The ability of these entities to pay dividends or make other payments or advances to the Company will depend upon their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing their debt, including the Credit Facility and the indentures governing the Company’s original notes. If these restrictions are applied to subsidiaries that are not Subsidiary Guarantors, then the Company would not be able to use the earnings of those subsidiaries to make payments on the 2020 notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the Subsidiary Guarantees. If this were to occur, the Company would also be unable to use the earnings of the Subsidiary Guarantors to the extent they face restrictions on distributing funds to the Company. Any of the situations described above could make it more difficult for the Company to service its debt.


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In addition, the Company only has a stockholder’s claim on the assets of its subsidiaries. This stockholder’s claim is junior to the claims that creditors of the Company’s subsidiaries have against those subsidiaries. Holders of the 2020 notes will only be creditors of the Company and of those subsidiaries of the Company that are Subsidiary Guarantors. In the case of subsidiaries of the Company that are not Subsidiary Guarantors, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the 2020 notes. Furthermore, while the Company’s Foreign Subsidiaries do not guarantee the 2020 notes, certain Foreign Subsidiaries guarantee amounts that are borrowed under the Credit Facility, and the claims of the lenders under the Credit Facility under such guarantees will be effectively senior to the 2020 notes. In addition, none of the Company’s joint ventures, minority investments or unrestricted subsidiaries will be guarantors of the 2020 notes and none of them will be subject to the restrictive covenants in the indenture.
 
As of December 31, 2009, the Company, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, had approximately $1,552 million of Debt outstanding, approximately $304 million of which was secured. This Debt includes obligations under capital leases and the Company’s proportionate share of debt of its joint ventures, which is included in its consolidated financial statements under Canadian GAAP. As of that date, the Subsidiary Guarantors had approximately $52 million of Debt outstanding, not including the guarantees of the Company’s outstanding notes or our subsidiaries’ obligations under the revolving credit facility, approximately $45 million of which was secured. The Company’s subsidiaries that are not Subsidiary Guarantors had, as of December 31, 2009, outstanding approximately $106 million, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the 2020 notes. In addition, our proportionate share of our joint ventures’ debt was approximately $105 million.
 
The Subsidiary Guarantors and the Company’s other subsidiaries have other liabilities, including contingent liabilities, that may be significant. The indenture contains limitations on the amount of additional Debt that the Company and the Restricted Subsidiaries may Incur. However, the amounts of such Debt could nevertheless be substantial and may be Incurred either by Subsidiary Guarantors or by the Company’s other Subsidiaries.
 
Subsidiary Guarantees
 
The obligations of the Company under the indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by all the existing and any future Canadian and U.S. Restricted Subsidiaries of the Company. See “— Certain Covenants — Future Subsidiary Guarantors.”
 
Although the Subsidiary Guarantors currently generate a significant portion of the Company’s revenue, the Company’s non-guarantor Subsidiaries, joint ventures, minority investments and unrestricted subsidiaries also represent a portion of the Company’s assets and make contributions to the Company’s consolidated results. For more information about the Subsidiary Guarantors and non-guarantor Subsidiaries and the joint ventures, see Notes 20 and 21, respectively, to our audited consolidated financial statements, which are incorporated by reference in this prospectus.
 
If
 
(a) the Company sells or otherwise disposes of either:
 
(1) its ownership interest in a Subsidiary Guarantor, or
 
(2) all or substantially all the Property of a Subsidiary Guarantor, or
 
(b) a Subsidiary Guarantor sells or otherwise disposes of either:
 
(1) its ownership interest in another Subsidiary Guarantor, or
 
(2) all or substantially all the Property of another Subsidiary Guarantor,
 
then in any such case, such Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. In addition, if the Company redesignates a Subsidiary Guarantor as an Unrestricted Subsidiary, which the Company can do under certain circumstances, the redesignated Subsidiary Guarantor will be released from all


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its obligations under its Subsidiary Guarantee. See “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and “— Merger, Consolidation and Sale of Assets.”
 
Optional Redemption
 
The Company may choose to redeem the 2020 notes at any time. If it does so, it may redeem all or any portion of the 2020 notes at once or over time, after giving the required notice under the indenture. To redeem the 2020 notes prior to January 15, 2015, the Company must pay a redemption price equal to the greater of:
 
(a) 100% of the principal amount of the 2020 notes to be redeemed, and
 
(b) the sum of the present values of (1) the redemption price of the 2020 notes at January 15, 2015 (as set forth below) and (2) the remaining scheduled payments of interest from the redemption date to January 15, 2015, but excluding accrued and unpaid interest and Special Interest, if any, to the redemption date, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the date of redemption) plus 50 basis points,
 
plus, in either case, accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
 
Any notice to holders of 2020 notes of such a redemption will include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the trustee no later than two business days prior to the redemption date (unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which case such Officers’ Certificate shall be delivered on the redemption date).
 
Beginning on January 15, 2015, the Company may redeem all or any portion of the 2020 notes, at once or over time, after giving the required notice under the indenture, at the redemption prices set forth below, plus accrued and unpaid interest on the 2020 notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for 2020 notes redeemed during the 12-month period commencing on January 15 of the years set forth below, and are expressed as percentages of principal amount:
 
         
Period
  Redemption Price
 
2015
    103.938 %
2016
    102.625 %
2017
    101.313 %
2018 and thereafter
    100.000 %
 
In addition, at any time and from time to time, prior to January 15, 2013, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the 2020 notes with the proceeds of one or more Qualified Equity Offerings, at a redemption price equal to 107.875% of the principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the 2020 notes remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
 
Sinking Fund
 
There are no mandatory sinking fund payments for the 2020 notes.
 
Additional Amounts
 
The indenture provides that payments made by the Company under or with respect to the 2020 notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee are made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, assessment or other governmental


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charge (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is then organized, engaged in business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including the jurisdiction of any paying agent) or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) is at any time be required to be made from any payments made by the Company under or with respect to the 2020 notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or the relevant Subsidiary Guarantor, as applicable, will pay to each holder of 2020 notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts are payable with respect to a payment to a holder of the 2020 notes (an “Excluded holder”):
 
(a) with which the Company does not deal at arm’s-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment,
 
(b) which is subject to such Taxes by reason of its being connected with a relevant Tax Jurisdiction or any province or territory thereof otherwise than by the mere holding of the 2020 notes or the receipt of payments in respect of such 2020 note or a Subsidiary Guarantee,
 
(c) which, despite being required by law, failed to comply with a timely request of the Company to provide information concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with a Tax Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such holder but for this clause, or
 
(d) any combination of the above clauses in this proviso.
 
The Company or the relevant Subsidiary Guarantor will also:
 
(a) make such withholding or deduction, and
 
(b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.
 
The Company or the relevant Subsidiary Guarantor will furnish, within 30 days after the date the payment of any Taxes are due pursuant to applicable law, to the trustee on behalf of the holders of 2020 notes that are outstanding on the date of the required payment, copies of tax receipts, if any (or other documentation), evidencing the payments of Taxes made by the Company, or a Subsidiary Guarantor, as the case may be on behalf of the holders.
 
The Company and the Subsidiary Guarantors will indemnify and hold harmless each holder of 2020 notes that are outstanding on the date of the required payment (other than an Excluded holder) and upon written request reimburse each such holder for the amount of:
 
(a) any Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the 2020 notes,
 
(b) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and
 
(c) any Taxes imposed with respect to any reimbursement under clause (a) or (b) above.
 
In addition to the foregoing, the Company and the Subsidiary Guarantors will also pay and indemnify each holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the 2020 notes, the indenture, any Subsidiary Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the 2020 notes or any Subsidiary Guarantee.
 
At least 30 days prior to each date on which any payment under or with respect to the 2020 notes is due and payable, if the Company or a Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to


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such payment, the Company or the relevant Subsidiary Guarantor, as applicable, will deliver to the trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the trustee to pay such Additional Amounts to the holders of the 2020 notes on the payment date.
 
Whenever in the indenture or in this Description of Notes there is mentioned, in any context:
 
(a) the payment of principal (and premium, if any),
 
(b) purchase prices in connection with a repurchase of notes,
 
(c) interest and Special Interest, if any, or
 
(d) any other amount payable on or with respect to any of the notes or any Subsidiary Guarantee,
 
such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
 
The above obligations will survive any termination, defeasance or discharge of the indenture, any transfer by a holder or beneficial owner of its 2020 notes, and apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Subsidiary Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the 2020 notes (or any Subsidiary Guarantee) and any department or political subdivision thereof or therein.
 
Redemption for Tax Reasons
 
The Company may at any time redeem, in whole but not in part, the outstanding 2020 notes (upon giving notice in accordance with the indenture, which notice shall be irrevocable) at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest and any Special Interest, if any, to the date of redemption, and all Additional Amounts (if any) then due and which will be come due on the date of redemption as a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of the 2020 notes, the Company has become or would become obligated to pay any Additional Amounts (as defined herein) in respect of the 2020 notes, and the Company cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of:
 
(a) any change in or amendment to the laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or
 
(b) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations,
 
which change or amendment is announced and is effective on or after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date). See “Additional Amounts.”
 
Repurchase at the Option of Holders Upon a Change of Control
 
Upon the occurrence of a Change of Control, each holder of 2020 notes will have the right to require the Company to repurchase all or any part of such holder’s 2020 notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
 
Within 30 days following any Change of Control, the Company shall:
 
(a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and


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(b) send, by first-class mail, with a copy to the trustee, to each holder of 2020 notes, at such holder’s address appearing in the Security Register, a notice stating:
 
(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all 2020 notes timely tendered will be accepted for repurchase;
 
(2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
 
(3) the circumstances and relevant facts regarding the Change of Control; and
 
(4) the procedures that holders of 2020 notes must follow in order to tender their 2020 notes (or portions thereof) for payment, and the procedures that holders of 2020 notes must follow in order to withdraw an election to tender 2020 notes (or portions thereof) for payment.
 
The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of 2020 notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.
 
The Change of Control repurchase feature is a result of negotiations between the Company and the initial purchaser of the original 2020 notes. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company would decide to do so in the future. Subject to certain covenants described below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of debt outstanding at such time or otherwise affect the Company’s capital structure or credit ratings.
 
The definition of Change of Control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the Company’s assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if the Company disposes of less than all its assets by any of the means described above, the obligation of the Company to make a Change of Control Offer and the ability of a holder of 2020 notes to require the Company to repurchase its 2020 notes pursuant to a Change of Control Offer may be uncertain. In such a case, holders of the 2020 notes may not be able to resolve this uncertainty without resorting to legal action.
 
The Credit Facility includes provisions prohibiting the Company from purchasing any 2020 notes at any time before the 2020 notes become due and payable or are otherwise required to be repaid or repurchased under the terms of the indenture. The Credit Facility also provides that the occurrence of certain of the events that would constitute a Change of Control constitute a default under the Credit Facility and requires that any outstanding debt under that facility be repaid upon the occurrence of certain of the events that would constitute a Change of Control. Other future debt of the Company may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repaid upon a Change of Control. Moreover, the obligation of the Company to make a Change of Control Offer and the exercise by holders of 2020 notes of their right to require the Company to repurchase such 2020 notes pursuant to such offer could cause a default under existing or future debt of the Company, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company’s ability to pay cash to holders of 2020 notes upon a repurchase may be limited by the Company’s then existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases. The Company’s failure to purchase 2020 notes in connection with a Change of Control would result in a default under the indenture. Such a default could, in turn, constitute a default under agreements governing other debt of the Company, including the Credit Facility and may constitute a default under future debt as well. The Company’s obligation to make an offer to repurchase the 2020 notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of at least a majority in aggregate principal amount of the 2020 notes. See “— Amendments and Waivers.”


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Certain Covenants
 
Covenant Termination.  The indenture provides that the restrictive covenants described below will be applicable to the Company and the Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and the Restricted Subsidiaries will be released from their obligations to comply with these restrictive covenants, except for the covenants described under the following headings:
 
(a) ‘‘ — Limitation on Liens,”
 
(b) ‘‘— Designation of Restricted and Unrestricted Subsidiaries” (other than clause (x) of the third paragraph (and such clause (x) as referred to in the first paragraph thereunder)), and
 
(c) “ — Future Subsidiary Guarantors.”
 
The Company and the Subsidiary Guarantors will also, upon reaching Investment Grade Status, remain obligated to comply with the provisions described under “— Merger, Consolidation and Sale of Assets” (other than clause (e) of the first and second paragraphs thereunder).
 
Limitation on Debt.  The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either:
 
(1) such Debt is Debt of the Company or a Subsidiary Guarantor and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, or
 
(2) such Debt is Permitted Debt.
 
The term “Permitted Debt” means:
 
(a) (i) Debt of the Company evidenced by the original 2020 notes originally issued under the indenture on the Issue Date and the new 2020 notes issued in exchange for any original 2020 notes issued under the indenture in accordance with the registration rights agreement and (ii) Debt of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the original 2020 notes originally issued under the indenture on the Issue Date and the Guarantees issued in exchange for any Guarantees under the indenture in accordance with the registration rights agreement;
 
(b) Debt of the Company, a Subsidiary Guarantor, a Foreign Subsidiary that is a Restricted Subsidiary, under the Credit Facility or a Qualified Receivables Transaction, provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Debt Incurred pursuant to this clause (b) and then outstanding shall not exceed the greatest of (i) $850.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facility, and not subsequently reinvested in Additional Assets or used to purchase 2020 notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales,” (ii) an aggregate amount equal to (x) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are publicly available prior to the date of such incurrence multiplied by (y) 2.25 and (iii) the sum of (A) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries, (B) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, and (C) $250.0 million, in each case determined on a consolidated basis as of the most recently ended quarter of the Company for which financial statements of the Company have been provided to the holders of 2020 notes;
 
(c) Debt of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:
 
(i) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and


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(ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed the greater of (x) $125.0 million and (y) 5% of Consolidated Net Tangible Assets;
 
(d) Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is the obligor on any such Debt Incurred after the Issue Date, then such Debt is expressly subordinated by its terms to the prior payment in full in cash of the 2020 notes or the Subsidiary Guarantees, as the case may be; provided further, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;
 
(e) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes, provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;
 
(f) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;
 
(g) Debt under Commodity Price Protection Agreements entered into by the Company or a Restricted Subsidiary in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes;
 
(h) Debt in connection with one or more standby letters of credit or performance bonds issued by the Company or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;
 
(i) Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date not otherwise described in clauses (a) through (h) above (including any exchange notes issued in exchange for such Debt pursuant to a registration rights agreement);
 
(j) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant;
 
(k) Debt of the Company or a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary of the Company otherwise permitted by and in accordance with the provisions of the indenture;
 
(l) Debt of the Company or a Restricted Subsidiary evidenced by promissory notes issued to employees, former employees, directors or former directors of the Company or any of its Restricted Subsidiaries in lieu of any cash payment permitted to be made under clause (f) of the second paragraph of the covenant described under “— Limitation of Restricted Payments”; provided, however, that (a) all such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations with respect to the 2020 notes (in the case of the Company) or the related Subsidiary Guarantee (in the case of a Subsidiary Guarantor) and


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(b) the aggregate principal amount of all such Debt incurred in any calendar year, when added to the aggregate amount of all repurchases made in such calendar year pursuant to clause (f) of the second paragraph of the covenant described under “— Limitation of Restricted Payments,” shall not exceed $7.5 million;
 
(m) Guarantees by the Company or any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary that the Company or the Restricted Subsidiary making such Guarantee would otherwise be permitted to incur under the indenture;
 
(n) Debt of the Company or a Restricted Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient funds, provided such Debt is extinguished within five Business Days of the Company or Restricted Subsidiary receiving notice;
 
(o) Debt consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;
 
(p) Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount outstanding at any one time not to exceed $150.0 million; and
 
(q) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (i) and (j) above; provided, however, that in the case of any Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary Incurred pursuant to clause (i) of the second paragraph of this covenant, the obligee of such Permitted Refinancing Debt shall be either the Company or a Restricted Subsidiary or if the original obligee of the Debt being Refinanced was the Company or a Subsidiary Guarantor then the obligee of such Permitted Refinancing Debt shall be either the Company or a Subsidiary Guarantor.
 
(3) Notwithstanding anything to the contrary contained in this covenant,
 
(a) the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the 2020 notes or the applicable Subsidiary Guarantee, as the case may be, to at least the same extent as such Subordinated Obligations;
 
(b) the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor; and
 
(c) accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt will be deemed not to be an Incurrence of Debt for purposes of this covenant.
 
For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (q) above or is entitled to be incurred pursuant to clause (l) of the first paragraph of this covenant, the Company shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant.
 
For purposes of determining compliance with any Canadian dollar-denominated restriction or amount, the Canadian dollar-equivalent principal amount thereof denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Debt or other transaction was incurred or entered into, or first committed, in the case of revolving credit debt, provided that if any Permitted Refinancing Debt is incurred to refinance Debt denominated in a foreign currency, and such refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision in the indenture, no restriction or amount will be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.


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Limitation on Restricted Payments.  The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,
 
(a) a Default or Event of Default shall have occurred and be continuing,
 
(b) the Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and
 
(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum of:
 
(i) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from October 1, 2009 to the end of the most recent fiscal quarter for which financial statements have been filed with, or furnished to, the Commission (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus
 
(ii) 100% of Capital Stock Sale Proceeds, plus
 
(iii) the sum of:
 
(A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and
 
(B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company, excluding, in the case of clause (A) or (B):
 
(x) any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and
 
(y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange,
 
plus
 
(iv) an amount equal to the sum of:
 
(A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments, forgiveness or cancellation of loans or advances or other transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person,
 
(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person, and
 
(C) to the extent that any Investment (other than a Permitted Investment) that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (ii) the initial amount of such Investment, plus
 
(v) $150.0 million.


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Notwithstanding the foregoing limitation, the Company and Restricted Subsidiaries, as applicable, may:
 
(a) pay dividends or distributions on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends or distributions could have been paid in compliance with the indenture; provided, however, that at the time of such payment of such dividend or distribution, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend or distribution shall be included in the calculation of the amount of Restricted Payments;
 
(b) purchase, repurchase, redeem, defease, acquire or retire for value any (i) Capital Stock of the Company, any Restricted Subsidiary or any Permitted Joint Venture, or (ii) Subordinated Obligations, in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees); provided, however, that
 
(1) such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments and
 
(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(ii) above;
 
(c) purchase, repurchase, redeem, defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;
 
(d) make an Investment, if at the time the Company or any Restricted Subsidiary first Incurred a commitment for such Restricted Payment, such Restricted Payment could have been made; provided, however, that the Investment is made within 90 days from the date in which the Company or the Restricted Subsidiary Incurs the commitment; and provided further, however, that all commitments Incurred and outstanding and not terminated shall be treated as if such commitments were Restricted Payments expended by the Company or the Restricted Subsidiary at the time the commitments were Incurred;
 
(e) the repurchase of equity interests of the Company or any of its Restricted Subsidiaries deemed to occur upon the exercise of stock options upon surrender of equity interests to pay the exercise price of such options; provided however, that such repurchase shall be excluded in the calculation of the amount of Restricted Payments;
 
(f) repurchase, redeem or retire for value any Capital Stock of the Company or any of its Subsidiaries from current or former employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former employees), pursuant to the terms of agreements (including employment agreements, employee stock options or restricted stock agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that:
 
(1) the aggregate amount of such repurchases shall not exceed $7.5 million in any calendar year and
 
(2) at the time of such repurchase, no Default or Event of Default shall have occurred and be continuing (or result therefrom);
 
provided further, however, that such repurchases shall be included in the calculation of the amount of Restricted Payments pursuant to clause (c) above;
 
(g) pay dividends or distributions in the ordinary course of business on the Company’s outstanding Capital Stock or Preferred Stock or make open market purchases of shares of the Company’s outstanding Capital Stock pursuant to stock buyback programs approved by the Board of Directors of the Company, in an amount which, when combined with all such dividends, distributions and purchases, does not exceed $50.0 million in the aggregate in any calendar year; provided, however, that at the time of such dividend, distribution or purchase,


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(1) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt” after giving pro forma effect to such dividend or distribution; and
 
(2) no Default or Event of Default shall have occurred and be continuing (or result therefrom);
 
provided further, however, that such dividends or distributions shall be excluded in the calculation of the amount of Restricted Payments;
 
(h) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “— Limitation on Asset Sales”; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments; and
 
(i) purchase or redeem any Subordinated Obligations, to the extent required by the terms of such Debt following a Change of Control; provided, however, that the Company has made a Change of Control Offer and has purchased all 2020 notes tendered in connection with that Change of Control Offer; provided further, however, that such purchase or redemption shall be included in the calculation of the amount of Restricted Payments.
 
Limitation on Liens.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the 2020 notes or the applicable Subsidiary Guarantee will be secured by such Lien equally and ratably with (or, if such other Debt constitutes Subordinated Obligations, prior to) all other Debt of the Company or any Restricted Subsidiary secured by such Lien for so long as such other Debt is secured by such Lien; provided, however, that if the Debt so secured is expressly subordinated to the 2020 notes, then the Lien securing such Debt shall be subordinated and junior to the Lien securing the 2020 notes or the Subsidiary Guarantees.
 
Limitation on Asset Sales.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:
 
(a) the Company or such Restricted Subsidiary receives consideration, including the relief of liabilities, at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;
 
(b) at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or Temporary Cash Investments; and
 
(c) the Company delivers an Officers’ Certificate to the trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).
 
Solely for the purposes of clause (b) above of this “Limitation on Asset Sales” provision, the following will be deemed to be cash:
 
(x) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the 2020 notes or the applicable Subsidiary Guarantee) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, and
 
(y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such Purchaser to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received).
 
The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):
 
(a) to Repay


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(1) Debt of the Company or any Restricted Subsidiary that is secured by the Property subject to such Asset Sale (excluding any Debt owed to the Company or an Affiliate of the Company) and/or
 
(2) Debt under the Credit Facility; or
 
(b) to invest or reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); or
 
(c) to make capital expenditures to improve existing assets.
 
Notwithstanding the foregoing, (i) any investment in Additional Assets within 180 days prior to an Asset Sale, shall be deemed to satisfy clause (b) above with respect to any such Asset Sale and (ii) any capital expenditure made to improve existing assets within 180 days of an Asset Sale shall be deemed to satisfy clause (b) above with respect to any Asset Sale.
 
Any Net Available Cash from an Asset Sale not applied in accordance with the preceding two paragraphs within 360 days from the date of the receipt of such Net Available Cash, or such shorter period which the Company determines or that is not segregated from the general funds of the Company for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 360-day and that shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the amount of any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within 360 days from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”
 
When the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to purchase (the “Asset Sale Offer”) the 2020 notes which offer shall be in the amount of the Allocable Excess Proceeds (as defined below), on a pro rata basis, according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of 2020 notes have been given the opportunity to tender their 2020 notes for purchase in accordance with the indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose not otherwise prohibited by the indenture and the amount of Excess Proceeds will be reset to zero.
 
The term “Allocable Excess Proceeds” shall mean the product of:
 
(a) the Excess Proceeds and
 
(b) a fraction,
 
(1) the numerator of which is the aggregate principal amount of the 2020 notes outstanding on the date of the Asset Sale Offer, and
 
(2) the denominator of which is the sum of the aggregate principal amount of the 2020 notes outstanding on the date of the Asset Sale Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sale Offer that is pari passu in right of payment with the 2020 notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Asset Sale Offer.
 
Within five business days after the Company is obligated to make an Asset Sale Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the holders of 2020 notes,


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accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.
 
The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any repurchase of 2020 notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant by virtue thereof.
 
Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:
 
(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,
 
(b) make any loans or advances to the Company or any other Restricted Subsidiary or
 
(c) transfer any of its Property to the Company or any other Restricted Subsidiary.
 
The foregoing limitations will not apply:
 
(1) with respect to clauses (a), (b) and (c), to restrictions:
 
(A) in effect on the Issue Date, including, without limitation, restrictions pursuant to the 2020 notes, the indenture, the indentures governing the Company’s notes existing prior to the issuance of the outstanding 2020 notes and the Credit Facility or pursuant to a credit agreement or credit agreements which may be entered into after the Issue Date under which one or more Foreign Subsidiaries that are Restricted Subsidiaries can Incur up to $15.0 million of Debt so long as such Debt is Incurred pursuant to clause (b) of the second paragraph of the covenant described under “— Limitation on Debt” and that are no more restrictive, taken as a whole, than those contained in the Credit Facility on the Issue Date,
 
(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company,
 
(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restriction is no less favorable to the holders of 2020 notes than those under the agreement evidencing the Debt so Refinanced,
 
(D) arising in connection with a Qualified Receivables Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle), or
 
(E) existing under or by reason of applicable law, and
 
(2) with respect to clause (c) only, to restrictions:
 
(A) relating to Debt that is permitted to be Incurred and secured without also securing the 2020 notes or the applicable Subsidiary Guarantee pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” that limit the right of the debtor to dispose of the Property securing such Debt,
 
(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,


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(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,
 
(D) that constitute customary restrictions contained in sale agreements limiting the transfer of Capital Stock or Property pending the closing of such sale,
 
(E) that constitute customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith and not otherwise prohibited under the indenture, or
 
(F) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Property of the Company or any Restricted Subsidiary not otherwise prohibited by the indenture.
 
Limitation on Transactions with Affiliates.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”), unless:
 
(a) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected to be obtained in a comparable arm’s-length transaction at the time of the transaction with a Person that is not an Affiliate of the Company,
 
(b) if such Affiliate Transaction involves aggregate payments or value in excess of $20.0 million, the Board of Directors of the Company, (including at least a majority of the disinterested members of the Board of Directors of the Company) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution delivered to the trustee, and
 
(c) if such Affiliate Transaction involves aggregate payments or value in excess of $50.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries.
 
Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following:
 
(a) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; provided that if one of the parties to such transaction or series of transactions is a Restricted Subsidiary that is not a Subsidiary Guarantor, no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of such Restricted Subsidiary is owned by a stockholder of the Company that is an Affiliate;
 
(b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;
 
(c) any disposition of Property by the Company or any Subsidiary in accordance with the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A., and Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2020 notes in the good faith judgment of the Company);
 
(d) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of the Restricted Subsidiaries, whether in cash, securities or otherwise, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;


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(e) loans and advances to employees made in the ordinary course of business and consistent with the past practices of the Company or such Restricted Subsidiary, as the case may be; provided that such loans and advances do not exceed $7.5 million in the aggregate at any one time outstanding;
 
(f) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;
 
(g) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business and consistent with industry practice (including, without limitation, pursuant to agreements in existence on the date of the indenture) and otherwise in compliance with the terms of the indenture, and which are fair to the Company or its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors of the Company and are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected to be obtained in a comparable arm’s-length transaction at the time of the transaction with a Person that is not an Affiliate of the Company;
 
(h) payments or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors of the Company and entered into in good faith between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is a part of a consolidated group for tax purposes;
 
(i) payments from Affiliates to the Company or a Restricted Subsidiary for operational, management and financial services pursuant to agreements that are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;
 
(j) any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Receivables Transaction; and
 
(j) director and officer indemnification agreements entered into in good faith and approved by the Board of Directors.
 
Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such designation is permitted under the covenant described under “— Limitation on Restricted Payments” and the Subsidiary to be so designated:
 
(a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary;
 
(b) has no Debt other than Non-Recourse Debt;
 
(c) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
 
(d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
 
(e) has not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Company of any of its Restricted Subsidiaries.
 
Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (1) either of the requirements set forth in clause (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification, (2) if such Person is a Subsidiary of an Unrestricted Subsidiary, or (3) unless the Company elects otherwise, such Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such Subsidiary will be merged, consolidated,


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liquidated, dissolved, wound-up or amalgamated into the Company or a Restricted Subsidiary as part of such transaction or series of transactions.
 
Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.
 
The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,
 
(x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and
 
(y) no default or Event of Default shall have occurred and be continuing or would result therefrom.
 
Any such designation or redesignation by the Board of Directors will be evidenced to the trustee by filing with the trustee a resolution of the Board of Directors of the Company giving effect to such designation or redesignation and an Officers’ Certificate that:
 
(1) certifies that such designation or redesignation complies with the preceding provisions, and
 
(2) gives the effective date of such designation or redesignation, such filing with the trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).
 
Future Subsidiary Guarantors.  The Company shall cause (a) each Person that becomes a Canadian or U.S. Restricted Subsidiary following the Issue Date to execute and deliver to the trustee a Subsidiary Guarantee as soon as practicable after such time such Person becomes a Canadian or U.S. Restricted Subsidiary, excluding any Special Purpose Vehicle, and (b) any Foreign Subsidiary that is a Restricted Subsidiary that Guarantees any Debt of the Company or of any Canadian or U.S. Restricted Subsidiary following the Issue Date to execute and deliver to the trustee a Subsidiary Guarantee as soon as practicable after such time of such Guarantee; provided, however, that in the case of clause (b), a Foreign Subsidiary will not be required to deliver a Subsidiary Guarantee if and so long as:
 
(x) the other Debt being Guaranteed by such Foreign Subsidiary is Senior Debt, and
 
(y) the Guarantee by the Foreign Subsidiary of such other Debt is not “full and unconditional” (as such term is defined in Rule 3-10 of Regulation S-X under the Exchange Act) and providing an unconditional Guarantee of such other Debt or the 2020 notes would constitute a fraudulent conveyance, result in adverse tax consequences to the Company or violate applicable local law.
 
Merger, Consolidation and Sale of Assets
 
The Company shall not merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
 
(a) the Company shall be the Surviving Person in such merger, consolidation, liquidation, dissolution, winding-up or amalgamation, or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America, any State thereof or the District of Columbia;


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(b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture, executed and delivered to the trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and accrued and unpaid interest and Special Interest, if any, on, all the 2020 notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by the Company;
 
(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
 
(d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
 
(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(f) the Company shall deliver, or cause to be delivered, to the trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentures, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied; and
 
(g) the Surviving Company shall have delivered to the trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such transaction or series of transactions and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case if the transaction or series of transactions had not occurred and there will be no additional Canadian withholding taxes and no withholding taxes of any other jurisdiction imposed on any payments made pursuant to the 2020 notes.
 
The Company shall not permit any Subsidiary Guarantor to merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
 
(a) the Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation, liquidation, dissolution, winding-up or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America, any State thereof or the District of Columbia;
 
(b) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indentures providing for a Subsidiary Guarantee, executed and delivered to the trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
 
(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Subsidiary Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
 
(d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such


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Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
 
(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(f) the Company shall deliver, or cause to be delivered, to the trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied; and
 
(g) the Surviving Company shall have delivered to the trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such transaction or series of transactions and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case if the transaction or series of transactions had not occurred and there will be no additional Canadian withholding taxes and no withholding taxes of any other jurisdiction imposed on any payments made pursuant to the 2020 notes.
 
This “Merger, Consolidation or Sale of Assets” covenant will not prohibit any Subsidiary Guarantor from consolidating with, merging into or transferring all or part of its assets to the Company or any other Canadian or U.S. Subsidiary Guarantor. In addition, the foregoing provisions (other than clause (d) in the two prior paragraphs) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with the covenant described under “— Certain Covenants — Limitation on Asset Sales.”
 
The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under the indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee, as the case may be), but the predecessor Company in the case of:
 
(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or virtually as an entirety), or
 
(b) a lease,
 
shall not be released from any of the obligations or covenants under the indenture, including with respect to the payment of the 2020 notes.
 
Payments for Consents
 
The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any 2020 notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the 2020 notes unless such consideration is offered to be paid or is paid to all holders of the 2020 notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
 
SEC Reports
 
The Company shall deliver to the trustee, no later than fifteen (15) calendar days after the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall not be required to deliver to the trustee any material for which the Company has sought and obtained confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the trustee if the Company files such report with the Commission through the Commission’s EDGAR database. In the event the Company is at any time while any 2020 notes are outstanding no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall continue to provide to the trustee and, upon request, to each Holder, no later than fifteen (15) calendar days after the date the Company


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would have been required to file the same with the Commission, the reports the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to the reporting requirements of such sections. The Company also shall comply with the other provisions of the Trust Indenture Act of § 314(a).
 
Events of Default
 
Events of Default in respect of the 2020 notes include:
 
(1) failure to make the payment of any interest (including Additional Amounts) on the 2020 notes when the same becomes due and payable, and such failure continues for a period of 30 days;
 
(2) failure to make the payment of any principal of, or premium, if any, on, any of the 2020 notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;
 
(3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Assets”;
 
(4) failure to make a Change of Control Offer pursuant to the covenant described under “— Repurchase at the Option of the Holders Upon a Change of Control”;
 
(5) failure to make an Asset Sale Offer pursuant to the covenant described under “— Limitation on Asset Sales,” and such failure continues for 30 days after written notice is given to the Company as provided below;
 
(6) failure to comply with the covenant described under “— SEC Reports” and such failure continues for a period of 120 days after written notice is given to the Company is provided below;
 
(7) failure to comply with any other covenant or agreement in the 2020 notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2), (3), (4), (5) or (6)) and such failure continues for 60 days after written notice is given to the Company as provided below;
 
(8) a default under any Debt for money borrowed by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $75.0 million or its foreign currency equivalent at the time (the “cross acceleration provisions”) and such acceleration has not been rescinded or annulled within ten Business Days after the date of such acceleration;
 
(9) any judgment or judgments for the payment of money in an aggregate amount in excess of $75.0 million (or its foreign currency equivalent at the time) that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied (net of any amounts that are reduced by insurance or bonded) or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);
 
(10) certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the “bankruptcy provisions”); and
 
(11) any Subsidiary Guarantee of one or more Subsidiary Guarantors, which by themselves or taken together would constitute a Significant Subsidiary, ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee or the indenture) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee (the “guarantee provisions”).
 
A Default under clause (5), (6), (7) or (8) is not an Event of Default until the trustee or the holders of not less than 25% in aggregate principal amount of the 2020 notes then outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”
 
The Company shall promptly deliver to the trustee, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.


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If any Event of Default with respect to the 2020 notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Company) shall have occurred and be continuing, the trustee or the registered holders of not less than 25% in aggregate principal amount of the 2020 notes then outstanding may declare to be immediately due and payable the principal amount of all the 2020 notes then outstanding, plus accrued but unpaid interest to the date of acceleration, and any Special Interest, if any. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to the Company shall occur, such amount with respect to all the 2020 notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the 2020 notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the registered holders of a majority in aggregate principal amount of the 2020 notes then outstanding may, under certain circumstances, rescind and cancel such acceleration if all Events of Default, other than the nonpayment of accelerated principal or interest have been cured or waived as provided in the indenture.
 
Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the 2020 notes, unless such holders shall have offered to the trustee indemnity reasonably satisfactory to the trustee. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the 2020 notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the 2020 notes.
 
No holder of 2020 notes will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:
 
(a) such holder has previously given to the trustee written notice of a continuing Event of Default,
 
(b) the registered holders of at least 25% in aggregate principal amount of the 2020 notes then outstanding have made a written request and offered indemnity to the trustee to institute such proceeding as trustee, and
 
(c) the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the 2020 notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.
 
However, such limitations do not apply to a suit instituted by a holder of any note for enforcement of payment of the principal of, and premium, if any, or interest and Special Interest, if any, on, such note on or after the respective due dates expressed in such note.
 
Amendments and Waivers
 
Subject to certain exceptions, the indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of the 2020 notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the 2020 notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium, interest and certain covenants and provisions of the indenture which cannot be amended without the consent of each holder affected (whether in the aggregate holding a majority in principal amount of 2020 notes or not) of an outstanding note as described in the next sentence) with the consent of the registered holders of at least a majority in aggregate principal amount of the 2020 notes then outstanding. However, without the consent of each holder affected (whether in the aggregate holding a majority in principal amount of 2020 notes or not) of an outstanding note, no amendment may, among other things,
 
(1) reduce the amount of 2020 notes whose holders must consent to an amendment or waiver,
 
(2) reduce the rate of or change the time for payment of interest on any note,
 
(3) reduce the principal of or change the Stated Maturity of any 2020 note,
 
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(5) impair the right of any holder of the 2020 notes to receive payment of principal of, premium, if any, and interest and Special Interest, if any, on such holder’s 2020 notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s 2020 notes or any Subsidiary Guarantee,
 
(6) subordinate the 2020 notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor (for the avoidance of doubt, the granting of a security interest in Property shall not constitute a subordinated interest),
 
(7) reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed, as described under “— Optional Redemption” or “— Additional Amounts” above,
 
(8) after the Company’s obligation to purchase the 2020 notes arises in accordance with the covenant described under “Repurchase at the Option of Holders Upon a Change of Control” hereof, amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer or waive any default in the performance of that Change of Control Offer or modify any of the provisions or definitions with respect to any such offer;
 
(9) at any time after the Company is obligated to make a Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the 2020 notes must be repurchased pursuant thereto,
 
(10) make any change to the indenture or the 2020 notes that would result in the Company or any Subsidiary Guarantor being required to make any withholding or deduction from payments made under or with respect to the 2020 notes (including payments made pursuant to any Subsidiary Guarantee),
 
(11) make any change in any Subsidiary Guarantee that would adversely affect the rights of holders to receive payments under the Subsidiary Guarantee, other than any release of a Subsidiary Guarantor in accordance with the provisions of the indenture,
 
(12) make any change in the amendment provisions which require the consent of each holder or in the waiver provisions, or
 
(13) make any change in the provisions of the indenture described under “— Additional Amounts” that adversely affects the rights of any holder or amend the terms of the 2020 notes or the indenture in a way that would result in the loss to any holder of an exemption from any of the Taxes described thereunder.
 
Without the consent of any holder of the 2020 notes, the Company and the trustee may amend the indenture to:
 
(1) cure any ambiguity, omission, defect or inconsistency,
 
(2) provide for the assumption by a Surviving Person of the obligations of the Company under the indenture, provided that the Company delivers to the trustee:
 
(A) an Opinion of Counsel to the effect that holders of the 2020 notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred, and
 
(B) an Opinion of Counsel in Canada to the effect that holders of the 2020 notes will not recognize income, gain or loss for Canadian tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred;
 
(3) provide for uncertificated 2020 notes in addition to or in place of certificated 2020 notes (provided that the uncertificated 2020 notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated 2020 notes are described in Section 163(f)(2)(B) of the Code),
 
(4) add additional Subsidiary Guarantees with respect to the 2020 notes or to release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the indenture,


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(5) make any change that would provide additional rights or benefits to the holders of the 2020 notes or that does not adversely affect the rights of the holders of the 2020 notes,
 
(6) provide for the issuance of additional 2020 notes in accordance with the indenture, and
 
(7) comply with any requirement of the Commission in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended, or other applicable trust indentures legislation.
 
The consent of the holders of the 2020 notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Company is required to mail to each registered holder of the 2020 notes at such holder’s address appearing in the Security Register a notice briefly describing such amendment. However, the failure to give such notice to all holders of the 2020 notes, or any defect therein, will not impair or affect the validity of the amendment.
 
Defeasance
 
The Company at any time may terminate all its obligations and the obligations of the Subsidiary Guarantors under the 2020 notes and the indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the 2020 notes, to replace mutilated, destroyed, lost or stolen 2020 notes, to maintain a registrar and paying agent in respect of the 2020 notes and to pay Additional Amounts, if any. The Company at any time may terminate:
 
(1) its obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “— Certain Covenants,”
 
(2) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the guarantee provisions described under “— Events of Default” above, and
 
(3) the limitations contained in clause (e) in the first paragraph of, and in the second paragraph of, “— Merger, Consolidation and Sale of Assets” above (collectively, “covenant defeasance”).
 
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.
 
If the Company exercises its legal defeasance option, payment of the 2020 notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the 2020 notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6), (7) (with respect to the covenants described under “— Certain Covenants”), (8), (9), (10) (with respect only to Significant Subsidiaries) or (11) under “— Events of Default” above or because of the failure of the Company to comply with clause (e) under the first paragraph or with the second paragraph of, “— Merger, Consolidation and Sale of Assets” above. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee.
 
The legal defeasance option or the covenant defeasance option may be exercised only if:
 
(a) the Company irrevocably deposits in trust with the trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest and Special Interest, if any, on the 2020 notes to maturity or redemption, as the case may be;
 
(b) the Company delivers to the trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest and Special Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and accrued and unpaid interest when due on all the 2020 notes to maturity or redemption, as the case may be;


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(c) 123 days pass after the deposit is made and during the 123-day period no Default described in clause (10) under “— Events of Default” occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period;
 
(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;
 
(e) such deposit does not constitute a default under any other agreement or instrument binding on the Company;
 
(f) the Company delivers to the trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
 
(g) in the case of the legal defeasance option, the Company delivers to the trustee an Opinion of Counsel stating that:
 
(1) the Company has received from the Internal Revenue Service a ruling, or
 
(2) since the date of the indenture there has been a change in any applicable Federal income tax law,
 
to the effect, in either case, that, and based thereon, such Opinion of Counsel shall confirm that, holders of the 2020 notes will not recognize income, gain or loss for U.S. Federal income tax or Canadian federal, provincial or territorial income tax purposes as a result of such legal defeasance and will be subject to U.S. Federal income tax or Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
 
(h) in the case of the covenant defeasance option, the Company delivers to the trustee an Opinion of Counsel to the effect that holders of the 2020 notes will not recognize income, gain or loss for U.S. Federal income tax or Canadian federal, provincial or territorial income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax or Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and
 
(i) the Company delivers to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the 2020 notes have been complied with as required by the indenture.
 
Consent to Jurisdiction and Service of Process
 
The Company irrevocably appoints Cascades USA Inc. as its agent for service of process in any suit, action or proceeding with respect to the indenture or the 2020 notes brought in any Federal or state court located in New York City and each of the Company and the Guarantors submit to the jurisdiction thereof.
 
Governing Law
 
The indenture and the 2020 notes are governed by the internal laws of the State of New York without reference to principles of conflicts of law.
 
Enforceability of Judgments
 
The Company and the Subsidiary Guarantors have been informed by their Canadian counsel, Fraser Milner Casgrain LLP, that the laws of the Provinces of Québec and Ontario permit an action to be brought before a court of competent jurisdiction in the Provinces of Québec and Ontario (a “Canadian Court”) to recognize and enforce a final and conclusive judgment in personam against the judgment debtor of any Federal or state court located in the Borough of Manhattan in The City of New York (a “New York Court”) that is not impeachable as void or voidable under the laws of the State of New York (“New York Law”) for a sum certain if: (i) the New York Court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Canadian Court (and submission by the


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Company and the Subsidiary Guarantors in the indenture to the non-exclusive jurisdiction of the New York Court will be sufficient for that purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice in contravention of the fundamental principles of procedure and the decision and the enforcement thereof would not be (A) inconsistent with public policy as the term is understood under the laws of the Province of Ontario or (B) manifestly inconsistent with public order as understood in international relations, as the term is understood under the laws of the Province of Québec; (iii) in the Province of Québec, such judgment is not subject to ordinary remedies and is final and enforceable in the State of New York; (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue (unless, in the case of the Province of Québec, there is reciprocity), expropriatory or penal laws; (v) the action to enforce such judgment is commenced within applicable limitation periods; (vi) in the Province of Québec, the decision has not been rendered by default unless the plaintiff proves that the act of procedure initiating the proceedings was duly served on the defaulting party in accordance with New York Law and a court of competent jurisdiction in the Province of Québec may refuse recognition or enforcement of the judgment if the defendant proves that, owing to the circumstances, it was unable to learn the act of procedure or it was not given sufficient time to offer its defense. In any such action brought before a court of competent jurisdiction in the Province of Québec, the defendant will only be permitted to argue that the conditions set out above were not met.
 
In addition, under the Currency Act (Canada), a Canadian Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency.
 
In the Province of Québec, a Canadian Court may decline to hear an action to enforce a judgment if it considers that the courts of another jurisdiction are in a better position to decide the dispute. It may also refrain from ruling if another action between the same parties, based on the same facts and having the same object, is pending before a foreign authority, provided that such action can result in a decision which may be recognized in the Province of Québec, or if such a decision has already been rendered by a foreign authority.
 
In the opinion of such counsel, a Canadian Court would not avoid enforcement of judgments of a New York Court respecting the indenture or the 2020 notes on the basis of public order, as that term is understood in international relations and under the laws of the Province of Québec, or on the basis of public policy, as that term is understood under the laws of the Provinces of Ontario including in each case, the federal laws of Canada applicable therein.
 
The Trustee
 
The Bank of Nova Scotia Trust Company of New York is the trustee under the indenture.
 
Except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.
 
Definitions
 
Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.
 
“Additional Assets” means:
 
(a) any Property (other than cash, Temporary Cash Investments, securities and Capital Stock) to be owned by the Company or any Restricted Subsidiary in a Related Business (including any capital expenditures with respect to any Property already owned or to be owned); or


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(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or a Subsidiary of the Company; or
 
(c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;
 
provided, however, that, in the case of clauses (b) and (c), such Restricted Subsidiary is primarily engaged in a Related Business.
 
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.
 
For the purposes of this definition, “control,” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of
 
(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals under law), or
 
(b) any other Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary, Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales:
 
(1) any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary,
 
(2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments,”
 
(3) any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Assets” or constituting a Change of Control,
 
(4) any disposition or series of related dispositions with an aggregate Fair Market Value and for net proceeds (exclusive of indemnities) of less than $10.0 million,
 
(5) sales, transfers or other distributions of Property, including Capital Stock of Restricted Subsidiaries, for consideration at least equal to the Fair Market Value of the Property sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or Property (other than cash, except to the extent used as a bona fide means of equalizing the value of the Property involved in the asset swap transaction) of a nature or type that are used in, a business having Property of a nature or type, or engaged in a business similar or related to the nature or type of the Property, or businesses of, the Company and its Restricted Subsidiaries existing on the date of such sale or other disposition,
 
(6) the creation of any Permitted Lien,
 
(7) any disposition of surplus, discontinued, obsolete or worn-out equipment or other immaterial assets or other personal Property that is no longer used or useful in the on going business of the Company and its Restricted Subsidiaries;
 
(8) any surrender or waiver of contract rights or release of contract or tort claims;
 
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(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding;
 
(11) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;
 
(12) sales of interests in or assets of Unrestricted Subsidiaries;
 
(13) any exchange or trade-in of equipment or other property by the Company or any Restricted Subsidiary in exchange for other equipment or property of a nature or type that is used or to be used in, the businesses of the Company and its Restricted Subsidiaries existing on the date of such sale or other disposition; provided that the Fair Market Value of the equipment or property received is at least as great as the Fair Market Value of the equipment or other property being exchanged or traded-in;
 
(14) any sale of Receivables pursuant to a Qualified Receivables Transaction;
 
(15) any disposition of Property by the Company or any Subsidiary in accordance with the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A. and Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2020 notes in the good faith judgment of the Company); and
 
(16) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement.
 
“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,
 
(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations,” and
 
(b) in all other instances the present value (discounted at the interest rate implicit in such transaction compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).
 
“Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:
 
(a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
 
(b) the sum of all such payments.
 
“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partnership of such Person) or, in each case, any duly authorized committee.
 
“Business Day” means each day which is not a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City or Montreal.
 
“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “— Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.


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“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock, limited liability company interests 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.
 
“Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent such sale is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
 
“Change of Control” means the occurrence of any of the following events:
 
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing) of persons, including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than the Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the total voting power of the Voting Stock of the Company; or
 
(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of the Company and the Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety to a Restricted Subsidiary or one or more Permitted Holders) shall have occurred, or the Company merges, consolidates, liquidates, dissolves, winds-up or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person (other than one or more Permitted Holders) merges, consolidates, liquidates, dissolves, winds-up or amalgamates with or into the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:
 
(1) the outstanding Voting Stock of the Company is reclassified into or exchanged for other Voting Stock of the Company or for Voting Stock of the Surviving Person, and
 
(2) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the Company or the Surviving Person immediately after such transaction and in substantially the same proportion as before the transaction; or
 
(c) the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Commission” means the U.S. Securities and Exchange Commission.
 
“Commodity Price Protection Agreement” means, in respect of a Person, any commodity futures contract, forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement (including derivative agreements or arrangements) designed to protect such Person against fluctuations in commodity prices.
 
“Comparable Treasury Issue” means the United States treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2020 notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2020 notes.
 
“Comparable Treasury Price” means, with respect to any redemption date:
 
(a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the


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most recently published statistical release designated “H. 15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” or
 
(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.
 
“Consolidated Current Liabilities” means, as of any date of determination, the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating:
 
(a) all intercompany items between the Company and any Restricted Subsidiary or between Restricted Subsidiaries, and
 
(b) all current maturities of long-term Debt.
 
“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:
 
(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are publicly available prior to such determination date to
 
(b) Consolidated Interest Expense for such four fiscal quarters;
 
provided, however, that:
 
(1) if
 
(A) since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or
 
(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,
 
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, (except that in making such computation, the amount of Debt under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Debt during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Debt during the period from the date of creation of such facility to the date of such calculation); and
 
(2) if
 
(A) since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related business or assets of a business,
 
(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or
 
(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,
 
then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.
 
If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate


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Agreement applicable to such Debt). If any Debt bears interest, at the option of the Company or a Restricted Subsidiary, at a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Debt is being given pro forma effect, the interest expense with respect to such Debt shall be calculated for the entire period by applying such optional rate as shall be in effect as of the date of determination. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.
 
“Consolidated Interest Expense” means, for any period, the total interest expense, net of any interest income of the Company and its Restricted Subsidiaries, of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries:
 
(a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;
 
(b) amortization of debt discount and debt issuance cost excluding amortization of deferred and other financing fees; provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense;
 
(c) capitalized interest;
 
(d) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP);
 
(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
 
(f) net payments associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations result in net receipts rather than net payments, such payments shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net payments are otherwise reflected in Consolidated Net Income;
 
(g) Disqualified Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;
 
(h) Preferred Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;
 
(i) interest Incurred in connection with Investments in discontinued operations;
 
(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary; and
 
(k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.
 
For purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements.
 
“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries (determined in accordance with GAAP); provided, however, that there shall not be included


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in such Consolidated Net Income: (a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:
 
(1) subject to the exclusion contained in clause (c) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below) and
 
(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,
 
(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:
 
(1) subject to the exclusion contained in clause (c) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause) and
 
(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,
 
(c) any gain (loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Restricted Subsidiaries or any Permitted Joint Venture (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business (provided that sales or other dispositions of assets in connection with any Qualified Receivables Transaction shall be deemed to be in the ordinary course):
 
(d) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs but excluding inventory) of the Company or any of its consolidated Restricted Subsidiaries or any Permitted Joint Venture incurred subsequent to the Issue Date (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed);
 
(e) any extraordinary gain or loss (including fees and expenses relating to any event or transaction giving rise thereto);
 
(f) any gain or loss arising from any refinancing, repurchase or extinguishment of Debt;
 
(g) any unrealized gain or loss attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP;
 
(h) the cumulative effect of a change in accounting principles, including any impact resulting from the conversion to International Financial Reporting Standards (“IFRS”);
 
(i) any gain or loss arising from foreign currency fluctuations on foreign currency denominated Debt; and
 
(j) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder, if at all, only for Capital Stock of the Company (other than Disqualified Stock).
 
Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of Property from Unrestricted Subsidiaries to the Company or a


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Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(iv) thereof. In addition, any cash payments made during such period in respect of non-cash charges or other items described above in this definition subsequent to the fiscal quarter in which the relevant non-cash charges were added back shall be deducted.
 
“Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of (without duplication):
 
(a) the excess of cost over fair market value of assets or businesses acquired;
 
(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of a change in the method of valuation in accordance with GAAP;
 
(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;
 
(d) minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;
 
(e) treasury stock; and
 
(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities.
 
“Credit Facility” means the Debt represented by:
 
(a) one or more debt facilities or commercial paper facilities, in each case with banks or other lenders providing for revolving credit loans, term loans or letters of credit, including, without limitation, the Credit Agreement, dated as of December 29, 2006, among the Company, certain of its Subsidiaries, the lenders party thereto and The Bank of Nova Scotia, as Administrative and Collateral Agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), as the same may be amended, supplemented or otherwise modified from time to time, including amendments, supplements or modifications relating to the addition or elimination of Subsidiaries of the Company as borrowers, guarantors or other credit parties thereunder; and
 
(b) any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original Administrative and Collateral Agent and lenders or another administrative agent or agents or one or more other lenders and whether provided under the original Credit Facility or one or more other credit or other agreements or notes or other securities issued pursuant to indentures).
 
“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.
 
“Debt” means, with respect to any Person on any date of determination (without duplication):
 
(a) any indebtedness of any Person:
 
(1) in respect of money borrowed, or
 
(2) evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;


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(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;
 
(c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), but only to the extent that such purchase price is due more than six months after the date of placing such Property in service for taking delivery and title therein;
 
(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
 
(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);
 
(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
 
(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property and the amount of the obligation so secured; and
 
(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.
 
The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above. The amount of Debt represented by a Hedging Obligation shall be equal to:
 
(1) zero if such Hedging Obligation has been Incurred pursuant to clause (e), (f) or (g) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” or
 
(2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.
 
Notwithstanding the foregoing, Debt shall not include (a) any endorsements for collection or deposits in the ordinary course of business, (b) any realization of a Permitted Lien, and (c) Debt that has been defeased or satisfied in accordance with the terms of the documents governing such Indebtedness. With respect to any Debt denominated in a foreign currency, for purposes of determining compliance with any Canadian-dollar denominated restriction on the Incurrence of such Debt under the covenant described under “— Certain Covenants — Limitation on Debt,” the amount of such Debt shall be calculated based on the currency exchange rate in effect at the end of the most recent fiscal quarter for which financial statements have been made publicly available (whether through having been filed with, or furnished to, the Commission or similar regulatory agency or otherwise).
 
“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.
 
“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:
 
(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
 
(b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or


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(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,
 
on or prior to, in the case of clause (a), (b) or (c), 180 days after the Stated Maturity of the 2020 notes; provided that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale or disposition (each as defined in a similar manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the covenant described under “— Certain Covenants — Limitation on Asset Sales”; and such repurchase or redemption complies with the provisions of the covenant described under “— Certain Covenants — Limitation on Restricted Payments.”
 
Notwithstanding the foregoing, Capital Stock issued to any employee benefit plan, or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.
 
“Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.
 
“EBITDA” means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:
 
(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:
 
(1) the provision for taxes based on income or profits or utilized in computing net loss,
 
(2) Consolidated Interest Expense,
 
(3) depreciation,
 
(4) amortization of intangibles,
 
(5) the amount of any non-cash restructuring charges or reserves (which for the avoidance of doubt shall include severance contracts, termination costs (including pension settlement amounts)), including future lease commitments, costs to consolidated facilities and costs to relocate employees; and
 
(6) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period), minus
 
(b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period), minus
 
(c) any cash payments made during such period in respect of non-cash charges or other items described above in this definition subsequent to the fiscal quarter in which the relevant non-cash charges or other items were reflected in Consolidated Net Income
 
Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.
 
“Event of Default” has the meaning set forth under “— Events of Default.”


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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
 
“Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided,
 
(a) if such Property has a Fair Market Value equal to or less than $50 million, by any Officer of the Company, or
 
(b) if such Property has a Fair Market Value in excess of $50 million by a Board Resolution of the Company.
 
“Foreign Subsidiary” means any Subsidiary which is not organized under the laws of Canada or any province thereof, or the United States of America or any State thereof or the District of Columbia.
 
“GAAP” means generally accepted accounting principles in Canada, consistently applied, which are in effect from time to time.
 
“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
 
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or
 
(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);
 
provided, however, that the term “Guarantee” shall not include:
 
(1) endorsements for collection or deposit in the ordinary course of business, or
 
(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of “Permitted Investment.”
 
The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.
 
“Hedging Obligation” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.
 
“Income Tax Act” means the Income Tax Act (Canada).
 
“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining compliance with “— Certain Covenants — Limitation on Debt,” amortization of debt discount shall not be deemed to be the Incurrence of Debt, provided that in the case of Debt sold at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal amount at Stated Maturity.


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“Independent Financial Advisor” means an investment banking firm of national standing or any third-party appraiser of national standing in Canada or the United States, provided that such firm or appraiser is not an Affiliate of the Company.
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.
 
“Interest Rate Agreement” means for any Person, any interest rate swap agreement, interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement designed to protect against fluctuations in interest rates.
 
“Investment” by any Person means any direct or indirect loan (other than accounts receivable, trade credit or other advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, 2020 notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and “— Designation of Restricted and Unrestricted Subsidiaries” and the definitions of “Restricted Payment” and “Unrestricted Subsidiary,” the term “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:
 
(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less
 
(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.
 
In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.
 
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB− (or the equivalent) by S&P.
 
“Investment Grade Status” shall be deemed to have been reached on the date that the 2020 notes have an Investment Grade Rating from both Rating Agencies.
 
“Issue Date” means December 23, 2009.
 
“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).
 
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business of Moody’s Investors Inc.
 
“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption


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by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:
 
(a) all legal, title, accounting and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale,
 
(b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,
 
(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale,
 
(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale, including pension and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, and
 
(e) payments of unassumed liabilities (not constituting Debt) relating to the assets sold at the time of, or within 30 days after, the date of such sale.
 
“Non-Recourse Debt” means Debt:
 
(a) as to which neither the Company nor any Restricted Subsidiary (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;
 
(b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Debt (other than the 2020 notes) of the Company or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
 
(c) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary.
 
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.
 
“Officer” means the Chairman, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, Secretary or any Vice President of the Company, or, in the event that the Company has no such officers, a person duly authorized under applicable law by the managers, members or a similar body to act on behalf of the Company. Officer of any Subsidiary Guarantor has a correlative meaning.
 
“Officers’ Certificate” means a certificate signed by two Officers of the Company and delivered to the trustee.
 
“Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.
 
“Permitted Holders” means (i) each of Laurent Lemaire, Bernard Lemaire and Alain Lemaire; (ii) the spouse, parents, siblings, descendants (including children or grandchildren by adoption) of any Person referred to in clause (i) or of such spouse or siblings; (iii) in the event of the incompetence or death of any of the Persons referred to in clauses (i) or (ii), such Person’s estate, executor, administrator, committee or other personal representative in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Voting Stock of the Company; (iv) any trusts or foundations created for the sole benefit of any of the Persons referred to in clauses (i) through (iii) or any trust or foundation for the benefit of such trust or foundation; or (v) any Person of which any of the Persons referred to in clauses (i) through (iv) “beneficially owns” (as defined in Rules 13d-3 and


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13d-5 under the Exchange Act) on a fully diluted basis all the Voting Stock of such Person or is the sole trustee or general partner, or otherwise has the sole power to manage the business and affairs of such Person.
 
“Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:
 
(a) any Investment existing on the Issue Date, including any Investment of any subsidiary or Joint Venture at the time such Subsidiary or Joint Venture became a Subsidiary or Joint Venture;
 
(b) the Company or any Restricted Subsidiary (including any non-wholly owned Restricted Subsidiary) or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Person is a Related Business;
 
(c) any Person if as a result of or in connection with such Investment such Person (i) becomes a Restricted Subsidiary that is a Subsidiary Guarantor or (ii) is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary that is a Subsidiary Guarantor, provided that such Person’s primary business is a Related Business;
 
(d) cash and Temporary Cash Investments;
 
(e) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;
 
(f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
 
(g) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $5.0 million at any one time outstanding;
 
(h) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments, including as the result of any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a trade creditor or customer;
 
(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” or a transaction not constituting an Asset Sale by reason of the $10.0 million threshold contained in clause (4) of the second paragraph in the definition of “Asset Sale”;
 
(j) a lease, utility and other similar deposits in the ordinary course of business;
 
(k) any assets or Capital Stock of any Person made out of the net cash proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock) or the consideration for which consists solely of Capital Stock (other than Disqualified Stock) of the Company; provided that the issuance of such Capital Stock shall be included in the calculation set forth in clause (c)(ii) of “— Certain Covenants — Limitation on Restricted Payments,” at any one time outstanding;
 
(l) Hedging Obligations entered into for bona fide hedging purposes and not for speculation and otherwise permitted by the indenture;
 
(m) any assets acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Permitted Investment or other transfer of title with respect to any secured Permitted Investment in default;
 
(n) purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases or intellectual property, in any case, in the ordinary course of business and otherwise in accordance with the indenture;


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(o) acquisitions by the Company (directly or indirectly) of additional shares of Capital Stock of Reno de Medici, S.p.A., in accordance with the rights and conditions set forth in Section 3.3.1 of the Combination Agreement, dated as of May 13, 2007, between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A., and Cascades Italis S.r.l. (as amended or as it may be amended in the future in a manner that is not materially adverse to the holders of the 2020 notes in the good faith judgment of the Company);
 
(p) Investments in Permitted Joint Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (p) shall not exceed at any time outstanding the greater of $400.0 million or 10% of Consolidated Net Tangible Assets; and
 
(q) other Investments made for Fair Market Value that do not exceed $100.0 million in the aggregate outstanding at any one time.
 
“Permitted Joint Venture” means any Person which is not a Subsidiary and is, directly or indirectly, through its subsidiaries or otherwise, engaged principally in a Related Business, and the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand.
 
“Permitted Liens” means:
 
(a) Liens in favor of the Company or any Subsidiary Guarantor;
 
(b) Liens to secure Debt permitted to be Incurred under clause (b) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”;
 
(c) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed, improved or leased with the proceeds of such Debt and any improvements or accessions to such Property;
 
(d) Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;
 
(e) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, landlords’, vendors’ or Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;
 
(f) Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties;
 
(g) Liens arising as a result of litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action, including any Lien arising as a result of any judgment rendered against the Company or its Subsidiaries;
 
(h) Liens granted in connection with a Qualified Receivables Transaction;
 
(i) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole;


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(j) Liens on Property (together with general intangibles and proceeds relating to such property) at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;
 
(k) Liens on the Property or shares of Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;
 
(l) pledges or deposits by the Company or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;
 
(m) utility easements, building restrictions, rights-of-ways, irregularities of title and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;
 
(n) Liens to secure Hedging Obligations made in the ordinary course of business and not for the purpose of speculation to the extent otherwise permitted by the indenture;
 
(o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above;
 
(p) Liens granted to secure the 2020 notes pursuant to the covenant described under “— Limitation on Liens”;
 
(q) leases, licenses, subleases and sublicenses of assets (including without limitation, real property and intellectual property rights) in the ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;
 
(r) Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (c), (j), (k) or (o) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:
 
(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (c), (j), (k) or (o) above, as the case may be, at the time the original Lien became a Permitted Lien under the indenture, and
 
(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such Refinancing; and
 
(s) Liens not otherwise permitted by clauses (a) through (r) above encumbering Property having an aggregate Fair Market Value not in excess of the greater of (i) $125.0 million or (ii) 5% of Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements have been made publicly available (whether through having been filed with, or furnished to, the Commission or similar regulatory agency or otherwise) ending at least 45 days prior to the date any such Lien shall be Incurred.


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“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:
 
(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:
 
(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and
 
(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,
 
(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced,
 
(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and
 
(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, provided, however, that Permitted Refinancing Debt shall not include:
 
(x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or
 
(y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.
 
“Person” means 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.
 
“Preferred Stock” means any Capital Stock of such Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.
 
“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.
 
“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors of the Company after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors of the Company after consultation with the independent certified public accountants of the Company, as the case may be.
 
“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its Fair Market Value.
 
“Purchase Money Debt” means Debt:
 
(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and
 
(b) Incurred to finance the acquisition, construction, improvement or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto (whether through


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the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets);
 
provided, however, that such Debt is Incurred within 180 days after the acquisition, construction or lease of such Property by the Company or such Restricted Subsidiary.
 
“Qualified Equity Offering” means a primary offering of common stock of the Company of at least $50.0 million to Persons who are not Affiliates of the Company.
 
“Qualified Receivables Transaction” means any transaction or series of transactions, including factoring arrangements, that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein secured by goods or services financed thereby (whether such Receivables are then existing or arising in the future) of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership interests in goods or services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization transactions involving such assets, as any agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to time.
 
“Rating Agencies” means Moody’s and S&P.
 
“Receivables” means any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder, security or ownership interests in the goods and services financed thereby, records relating thereto, and the right to payment of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto, and other related rights.
 
“Reference Treasury Dealer” means a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”).
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
 
“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.
 
“Related Business” means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.
 
“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.
 
“Restricted Payment” means:
 
(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified


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Stock) of the Company, and except for pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders;
 
(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);
 
(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (x) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (y) Debt permitted to be Incurred under clause (d) of the covenant described under “— Certain Covenants — Limitation on Debt”); or
 
(d) any Investment (other than Permitted Investments) in any Person.
 
“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
 
“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.
 
“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.
 
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
 
“Senior Debt” of the Company means:
 
(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest and Special Interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in respect of:
 
(1) Debt of the Company for borrowed money, and
 
(2) Debt of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under the indenture for the payment of which the Company is responsible or liable;
 
(b) all Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company;
 
(c) all obligations of the Company
 
(1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction,
 
(2) under Hedging Obligations, or
 
(3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under the indenture; and
 
(d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which the Company is responsible or liable as Guarantor;
 
provided, however, that Senior Debt shall not include:
 
(A) Debt of the Company that is by its terms subordinate in right of payment to the 2020 notes;
 
(B) any Debt Incurred in violation of the provisions of the indenture;


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(C) accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);
 
(D) any liability for federal, state, provincial, local or other taxes owed or owing by the Company;
 
(E) any obligation of the Company to any Subsidiary; or
 
(F) any obligations with respect to any Capital Stock of the Company. “Senior Debt” of any Subsidiary Guarantor has a correlative meaning.
 
“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the Commission.
 
“Special Interest” means additional interest, if any, due on the 2020 notes as a result of our failure to perform our obligations under the registration rights agreement relating to the 2020 notes.
 
“Special Purpose Vehicle” means a bankruptcy-remote entity or trust or other special purpose entity which is formed by the Company, any Subsidiary of the Company or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Receivables Transaction or other similar transactions of Receivables, including factoring arrangements, or other similar or related assets.
 
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).
 
“Subordinated Obligation” means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the 2020 notes or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.
 
“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock or other interests (including partnership interests) 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.
 
“Subsidiary Guarantee” means a Guarantee on the terms set forth in the indenture by a Subsidiary Guarantor of the Company’s obligations with respect to the 2020 notes.
 
“Subsidiary Guarantor” means each Canadian and U.S. Restricted Subsidiary in existence on the Issue Date and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under “— Certain Covenants — Future Subsidiary Guarantors” or who otherwise executes and delivers a supplemental indenture to the trustee providing for a Subsidiary Guarantee.
 
“Surviving Person” means the surviving Person formed by a merger, consolidation, liquidation, dissolution, winding-up or amalgamation and, for purposes of the covenant described under “— Merger, Consolidation and Sale of Assets,” a Person to whom all or substantially all of the Property of the Company or a Subsidiary Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.
 
“Temporary Cash Investments” means:
 
(a) Investments in U.S. and Canadian Government Obligations, in each case maturing within 365 days of the date of acquisition thereof;


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(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued or guaranteed by a bank or trust company organized under the laws of the United States of America or Canada or any state or province, as the case may be, or the District of Columbia or any U.S. or Canadian branch of a foreign bank having, at the date of acquisition thereof, combined capital, surplus and undivided profits aggregating in excess of US$250.0 million and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));
 
(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:
 
(1) a bank meeting the qualifications described in clause (b) above, or
 
(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;
 
(d) Investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)) or, with respect to commercial paper issued in Canada by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of Canada, having a rating at the time as of which any Investment therein is made of “R-1” (or higher) according to Dominion Bond Rating Service Limited;
 
(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America, any province of Canada or any foreign country recognized by the United States or any political subdivision of any such state, province or foreign country, as the case may be (including any agency or instrumentality thereof), for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:
 
(1) the long-term debt of such state, province or country is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and
 
(2) such obligations mature within one year of the date of acquisition thereof; and
 
(f) Investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.
 
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
“Unrestricted Subsidiary” means:
 
(a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


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(b) any Subsidiary of an Unrestricted Subsidiary.
 
“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.
 
“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustee thereof.
 
“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries.


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BOOK-ENTRY, DELIVERY AND FORM
 
We issued the original notes in the form of global securities. The exchange notes will be initially issued in the form of global securities registered in the name of The Depository Trust Company or its nominee.
 
Upon the issuance of a global security, The Depository Trust Company or its nominee will credit the accounts of persons holding through it with the respective principal amounts of the applicable exchange notes represented by such global security exchanged by such persons in the exchange offer. The term “global security” means the outstanding global securities or the exchange global securities, as the context may require. Ownership of beneficial interests in a global security will be limited to persons that have accounts with The Depository Trust Company, which we refer to as participants, or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by The Depository Trust Company (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security. Because The Depository Trust Company can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global security to pledge its interests to persons that do not participate in The Depository Trust Company system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing those interests.
 
Payment of principal of and interest on any exchange notes represented by a global security will be made in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the sole registered owner and the sole holder of the exchange notes represented thereby for all purposes under the indentures. The Company has been advised by The Depository Trust Company that upon receipt of any payment of principal of or interest on any global security, The Depository Trust Company will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of The Depository Trust Company. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.
 
A global security may not be transferred except as a whole by The Depository Trust Company or a nominee of The Depository Trust Company to a nominee of The Depository Trust Company or to The Depository Trust Company. A global security is exchangeable for certificated exchange notes only if:
 
(a) The Depository Trust Company notifies the Company that it is unwilling or unable to continue as a depositary for such global security or if at any time The Depository Trust Company ceases to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depository;
 
(b) the Company, in its discretion, at any time determines not to have all the exchange notes represented by such global security; or
 
(c) there shall have occurred and be continuing a Default or an Event of Default with respect to the exchange notes of the series represented by such global security.
 
Any global security that is exchangeable for certificated exchange notes pursuant to the preceding sentence will be exchanged for certificated exchange notes in authorized denominations and registered in such names as The Depository Trust Company or any successor depositary holding such global security may direct. Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of The Depository Trust Company or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated exchange notes,
 
(a) certificated exchange notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;


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(b) payment of principal of, and premium, if any, and interest on, the certificated exchange notes will be payable, and the transfer of the certificated exchange notes will be registrable, at the office or agency of the Company maintained for such purposes; and
 
(c) no service charge will be made for any registration of transfer or exchange of the certificated exchange notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.
 
Certificated exchange notes may not be exchanged for beneficial interests in any global security unless the transferor first delivers to the trustee a written certificate, in the form provided in the applicable indenture.
 
The Company will make payments in respect of the exchange notes represented by the global securities, including principal and interest, by wire transfer of immediately available funds to the accounts specified by the The Depository Trust Company or its nominee. The Company will make all payments of principal and interest with respect to certificated exchange notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated exchange notes or, if no such account is specified, by mailing a check to each such holder’s registered address.
 
So long as The Depository Trust Company or any successor depositary for a global security, or any nominee, is the registered owner of such global security, The Depository Trust Company or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global security for all purposes under the indenture and the exchange notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the exchange notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated exchange notes in definitive form and will not be considered to be the owners or holders of any exchange notes under such global security. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of The Depository Trust Company or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture under which such exchange notes were issued. The Company understands that under existing industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, The Depository Trust Company or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.
 
Consequently, neither the Company, the trustee nor any agent of the Company or the trustee has or will have any responsibility or liability for:
 
(a) any aspect of The Depository Trust Company’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interest in the global securities or for maintaining, supervising or reviewing any of The Depository Trust Company’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global securities; or
 
(b) any other matter relating to the actions and practices of The Depository Trust Company or any of its participants or indirect participants.
 
The Depository Trust Company has advised the Company that The Depository Trust Company is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Exchange Act. The Depository Trust Company was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depository Trust Company’s participants include securities brokers and dealers (which may include the initial purchasers of the original notes), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own The Depository Trust Company. Access to The Depository Trust Company’s book-entry system is also available to


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others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
 
Although The Depository Trust Company has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of The Depository Trust Company, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Company nor the trustee under either indenture will have any responsibility for the performance by The Depository Trust Company, or its participants or indirect participants of their respective obligations under the rules and procedures governing its operations.


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IMPORTANT U.S. AND CANADIAN TAX CONSIDERATIONS
 
Certain U.S. Federal Income Tax Considerations
 
PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, YOU ARE ADVISED THAT THE FOLLOWING SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. IT WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
 
The following is a summary of certain United States federal income tax considerations relating to the exchange offer and to the ownership and disposition of the exchange notes issued pursuant to the exchange offer.
 
Except where noted, this summary assumes that outstanding restricted notes have been held as capital assets (generally, property held for investment) following purchase on original issuance at the Notes’ “issue price” (generally, the first price at which a substantial portion of the notes were sold for cash to persons other than bond houses, brokers, or similar organizations acting in the capacity of underwriters, placement agents or wholesalers), and that exchange notes will be held as capital assets. This summary does not represent a detailed description of the United States federal income tax considerations applicable to holders that are subject to special treatment under the United States federal income tax laws, including (but not limited to):
 
  •  a dealer or trader in securities, currencies or commodities, including those who use the mark-to-market method of accounting;
 
  •  a financial institution;
 
  •  a regulated investment company;
 
  •  a real estate investment trust;
 
  •  a tax-exempt organization;
 
  •  an insurance company;
 
  •  a grantor trust;
 
  •  a personal holding company;
 
  •  a person who acquired outstanding restricted notes or exchange notes in connection with employment or other performance of services;
 
  •  a person holding outstanding restricted notes or exchange notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
 
  •  a person who owns, actually or constructively, 10% or more of our common shares;
 
  •  a U.S. holder whose “functional currency” is not the U.S. dollar;
 
  •  a partnership or other entity or arrangement classified as a partnership for United States federal income tax purposes or other pass-through entities, or an investor in such entities or arrangements; or
 
  •  a United States expatriate, i.e., a former U.S. citizen or former long-term resident of the United States.
 
The summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings, judicial decisions, and administrative pronouncements as of the date hereof, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect, which could affect the United States federal income tax considerations summarized below. This summary does not address all aspects of United States federal income taxes and does not deal with all tax considerations that may be relevant to a holder in light of such holder’s personal circumstances (including estate and gift tax considerations, alternative minimum tax considerations, or state, local or foreign tax considerations).


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For purposes of this discussion, a “U.S. holder” is a beneficial owner of outstanding restricted notes or exchange notes that is for United States federal income tax purposes:
 
  •  an individual who is a citizen or resident of the United States;
 
  •  a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
 
  •  an estate the income of which is subject to United States federal income taxation regardless of its source; or
 
  •  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
 
For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of outstanding restricted notes or exchange notes that is, for United States federal income tax purposes, an individual, corporation, estate or trust and that is not a U.S. holder.
 
If any entity or arrangement classified as a partnership for United States federal income tax purposes holds outstanding restricted notes or exchange notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding outstanding restricted notes or exchange notes, you should consult your own tax advisors.
 
We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange offer and of the purchase, ownership or disposition of the outstanding restricted notes or exchange notes or that any such position would not be sustained.
 
THIS SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS CONSTITUTES NEITHER TAX NOR LEGAL ADVICE. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE EXCHANGE OFFER AND OF THE OWNERSHIP AND DISPOSITION OF THE OUTSTANDING RESTRICTED NOTES OR OF THE EXCHANGE NOTES, AS WELL AS THE CONSEQUENCES TO YOU ARISING UNDER OTHER TAX LAWS, INCLUDING ESTATE AND GIFT TAX LAWS AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
 
Tax Consequences of the Exchange Offer
 
Because the exchange notes will not differ materially in kind or extent from the outstanding restricted notes, the exchange of outstanding restricted notes for exchange notes pursuant to the exchange offer will not be treated as a taxable exchange for United States federal income tax purposes. Consequently, (1) you will recognize no gain or loss upon receipt of an exchange note, (2) your holding period for the exchange note will include your holding period for the outstanding restricted note exchanged therefor, and (3) your basis in the exchange note will be the same as your basis in the outstanding restricted note immediately before the exchange.
 
Effect of Certain Contingencies
 
Under the terms of the exchange notes, the Company may be obligated in certain circumstances to pay amounts in excess of stated interest or principal on the exchange notes (“excess amounts”). See, “Description of Notes — The 2017 Notes — Optional Redemption,” “Description of Notes — The 2017 Notes — Additional Amounts,” “Description of Notes — The 2017 Notes — Repurchase at the Option of Holders Upon a Change of Control,” “Description of Notes — The 2020 Notes — Optional Redemption,” “Description of Notes — The 2020 Notes — Additional Amounts,” and “Description of Notes — The 2020 Notes — Repurchase at the Option of Holders Upon a Change of Control.” It is possible that the IRS could assert that the payment of such excess amounts is a “contingent payment,” and the exchange notes are therefore contingent payment debt instruments for United States federal income tax purposes. Under the applicable United States Treasury regulations, however, for purposes of determining whether a debt instrument is a contingent payment debt instrument, remote or incidental contingencies


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(determined as of the date the notes are issued) are ignored. We believe that the possibility of making additional payments is remote and/or incidental. Accordingly, we do not intend to treat the exchange notes as contingent payment debt instruments. Our position will be binding on you, unless you timely and explicitly disclose to the IRS that you are taking a position different from ours. Our position, however, is not binding on the IRS. If the IRS successfully challenges this position, the timing and amount of income included and the character of the income recognized with respect to the exchange notes may be materially and adversely different from the consequences discussed herein. You should consult your own tax advisor regarding this issue. The remainder of this discussion assumes that the exchange notes are not treated as contingent payment debt instruments.
 
U.S. Holders
 
The following discussion is a summary of certain United States federal income tax consequences that will apply to you if you are a U.S. holder of exchange notes.
 
Payments of Interest
 
Stated interest on the exchange notes, including any excess amounts, generally will be taxable to you as ordinary income at the time that it is paid or accrued, in accordance with your method of accounting for United States federal income tax purposes. Interest on the exchange notes will generally constitute foreign source income for United States foreign tax credit purposes.
 
Sale, Exchange, Retirement, Redemption, or Other Disposition of Exchange Notes
 
You generally will recognize gain or loss upon the sale, exchange (other than a tax-free exchange), retirement, redemption or other disposition of an exchange note equal to the difference between (i) the amount realized upon the sale, exchange, retirement, redemption or other disposition (other than amounts attributable to accrued stated interest not previously recognized as income, which will be treated as ordinary interest income as described above) and (ii) your adjusted tax basis in the exchange note. Your tax basis in an exchange note generally will be equal to the amount you paid for the exchange note. Any gain or loss recognized on a taxable disposition of the exchange note generally will be capital gain or loss. If you have held the exchange note for more than one year, such capital gain will be long-term capital gain. Long-term capital gains of non-corporate U.S. holders currently are subject to reduced rates of taxation. Your ability to deduct capital losses may be limited.
 
Any gain or loss realized on the sale, exchange, retirement, redemption or other disposition of an exchange note generally will be treated as United States source gain or loss for United States foreign tax credit purposes, although special rules may apply if you have a fixed place of business outside the United States to which the gain or loss is attributable.
 
Information Reporting and Backup Withholding
 
Information reporting requirements generally will apply to payments of interest on the exchange notes and to the proceeds of a sale, exchange, retirement, redemption or other taxable disposition of an exchange note paid to you unless you are an exempt recipient, such as a corporation. Backup withholding, currently at a rate of 28%, will apply to those payments if you fail to provide your taxpayer identification number, certified under penalties of perjury, or certification of exempt status, or if you otherwise fail to comply with applicable requirements to establish an exemption.
 
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.
 
Non-U.S. Holders
 
The following is a summary of certain United States federal tax consequences that will apply to you if you are a non-U.S. holder of exchange notes.


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Payments of Interest
 
Subject to the discussion below concerning backup withholding, payments to you of interest, including any excess amounts, on an exchange note generally will not be subject to United States federal income tax unless the income is effectively connected with your conduct of a trade or business in the United States.
 
If you are engaged in a trade or business in the United States and interest on the exchange notes is effectively connected with your conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base, then you generally will be subject to United States federal income tax on that interest on a net income basis in the same manner as if you were a U.S. holder, as described above. In addition, if you are a foreign corporation, you may also be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of your effectively connected earnings and profits attributable to such interest.
 
Sale, Exchange, Retirement, Redemption, or Other Disposition of Exchange Notes
 
Subject to the discussion below concerning backup withholding, any gain realized on the sale, exchange, retirement, redemption or other taxable disposition of an exchange note generally will not be subject to United States federal income tax unless:
 
  •  that gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base); or
 
  •  you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.
 
If you are a non-U.S. holder described in the first bullet point above, you generally will be subject to tax on the net gain derived from the sale, exchange, retirement, redemption or other taxable disposition in the same manner as if you were a U.S. holder, as described above. If you are a foreign corporation that falls under the first bullet point above, you may also be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of your effectively connected earnings and profits attributable to such gain. If you are an individual described in the second bullet point above, you will be subject to a 30% tax on the gain derived from the sale, exchange, retirement, redemption, or other taxable disposition, which may be offset by certain United States source capital losses, even though you are not considered a resident of the United States.
 
To the extent the amount realized on any taxable disposition of exchange notes is attributable to accrued but unpaid interest, the rules for taxation of interest would apply. See “— Payments of Interest” above.
 
Information Reporting and Backup Withholding
 
In certain circumstances, a non-U.S. holder may be subject to information reporting and/or backup withholding tax (currently at a rate of 28%) on payments of interest on, and the proceeds from a disposition (including a retirement or redemption) of, the exchange notes, unless such non-U.S. holder certifies its non-U.S. status under penalty of perjury (generally on IRS Form W-8BEN) or satisfies the requirements of an otherwise established exemption.
 
Recently Enacted Legislation
 
The recently enacted Hiring Incentives to Restore Employment Act (the “Hire Act”), which was signed into law on March 18, 2010, modifies some of the rules described above, including with respect to certification requirements and information reporting, for debt instruments issued more than two years after the date of enactment. Although the notes are exempt from the new rules, Congress delegated broad authority to the United States Treasury Department to promulgate regulations to implement the new withholding and reporting regime. It cannot be predicted whether or how any regulations promulgated by the United States Treasury Department pursuant to this broad delegation of regulatory authority will affect holders of the notes. You are urged to consult


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your own tax advisors regarding the Hire Act and legislative proposals that may be relevant to your investment in notes.
 
Certain Canadian Federal Income Tax Considerations
 
This section summarizes the material Canadian tax consequences to holders of notes. It represents the views of our tax counsel, Fraser Milner Casgrain LLP. This section applies to you if, at all times relevant hereto, you are not, and are not deemed to be, a resident of Canada.
 
The discussion is limited in the following ways:
 
  •  The discussion only covers you if you buy your notes in the initial offering.
 
  •  The discussion does not apply to you if you use or hold, or are deemed to use or hold, the notes in carrying on a business in Canada.
 
  •  The discussion does not apply to you if you are a non resident insurer who carries on business in Canada and elsewhere.
 
  •  The discussion is based on current law and administrative practice of the Canadian taxation authorities.
 
  •  The discussion does not cover provincial, territorial or foreign law.
 
  •  The discussion is of a general nature only. We suggest that you consult your own tax advisor about the consequences of holding the notes in your particular situation.
 
As a holder of notes, you will not be subject to Canadian withholding tax in respect of interest, principal or premium paid or credited on the notes by us provided you deal with us at arm’s length within the meaning of the Canadian Income Tax Act at the time of such payment or credit. For purposes of the Canadian Income Tax Act, related persons, as defined therein, are deemed not to deal with each other at arm’s length and it is a question of fact whether persons not related to each other deal with each other at arm’s length.
 
No other tax on income, including taxable capital gains, is payable under the Canadian Income Tax Act in respect of the holding, redemption or disposition of the notes, or any interest or premium received on the notes by a holder.


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PLAN OF DISTRIBUTION
 
Any broker-dealer that holds original notes that were acquired for its own account as a result of market-making activities or other trading activities (other than original notes acquired directly from us) may exchange such original notes pursuant to the exchange offer. Any such broker-dealer, however, may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of exchange notes received by such broker-dealer in the exchange offer. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.
 
We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales for up to 90 days from the effective date of the registration statement of which this prospectus forms a part. We will provide sufficient copies of this prospectus, as amended or supplemented, to any broker-dealer promptly upon request at any time during such 90-day period in order to facilitate such resales.
 
We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from these broker-dealers and/or the purchasers of exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker-dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such person may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the original notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the original notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.


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LEGAL MATTERS
 
Jones Day, New York, New York, will pass upon certain legal matters under U.S. federal, New York, Delaware and Pennsylvania law for us regarding the exchange notes. Fraser Milner Casgrain LLP, Montreal, Québec, will pass upon certain legal matters under Canadian law for us regarding the exchange notes. Goulston & Storrs, PC, Boston, Massachusetts, will pass upon certain legal matters under Massachusetts law for us regarding the guarantees of the exchange notes. Manning, Fulton & Skinner, P.A., Raleigh, North Carolina, will pass upon certain legal matters under North Carolina law for us regarding the exchange notes. Bass, Berry & Sims PLC, Nashville, Tennessee, will pass upon certain legal matters under Tennessee law for us regarding the exchange notes. Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada, will pass upon certain legal matters under Nevada law for us regarding the guarantees of the exchange notes. Robert F. Hall, our Vice President, Legal Affairs and Corporate Secretary is a former partner of Fraser Milner Casgrain LLP.
 
EXPERTS
 
The consolidated financial statements of Cascades Inc. as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009, incorporated by reference in this prospectus, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in auditing and accounting.
 
ENFORCEABILITY OF CIVIL LIABILITIES
 
We are a company existing under the laws of the Province of Québec. Most of our directors and officers, and certain of the experts named herein, are not residents of the United States, and a substantial portion of our assets are located outside the United States. We have appointed an agent for service of process in the United States but it may be difficult for holders of notes to effect service within the United States upon our directors, officers and experts, or to realize against them upon judgments of courts of the United States predicated on civil liability under U.S. federal securities laws. We have been advised by our Canadian counsel, Fraser Milner Casgrain LLP, that a monetary judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws would likely be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.


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(CASCADES INC LOGO)
 
Cascades Inc.
 
     
     
Offer to exchange up to US$500,000,000 Aggregate Principal Amount of Newly Issued 73/4% Senior Notes due 2017   Offer to exchange up to US$250,000,000 Aggregate Principal Amount of Newly Issued 77/8% Senior Notes due 2020
For   For
a Like Principal Amount of Outstanding Restricted 73/4% Senior Notes due 2017 issued in December 2009   a Like Principal Amount of Outstanding Restricted 77/8% Senior Notes due 2020 issued in December 2009
 
 
PRELIMINARY PROSPECTUS
 
 
          , 2010
 

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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.   Indemnification of Directors and Officers.
 
1.   CANADA CORPORATIONS
 
A.   Quebec
 
a.   Applicable Laws of Quebec
 
Cascades Inc.
 
Section 123.83 of the Québec Companies Act states that directors, officers and other representatives of a company are agents of the company. Section 123.87 requires a company to assume the defense of its agent prosecuted by a third person for an act done in the exercise of his duties and to pay damages, if any, resulting from that act, unless the agent has committed a gross fault or a personal fault separable from the exercise of his duties. However, in a penal or criminal proceeding, the company is only required to assume payment of the expenses of its agent if the agent had reasonable grounds to believe that the agent’s conduct was in conformity with the law, or if the agent has been freed or acquitted.
 
Section 123.88 requires a company to assume the expenses of its agent if, having prosecuted him for an act done in the exercise of the agent’s duties, the agent loses its case and the court so decides. If the company wins its case only in part, the court may determine the amount of the expenses and the amount the company shall assume. Section 123.89 of the Québec Companies Act requires a company to assume the obligations in Sections 123.87 and 123.88 in respect of any person who acted at its request as a director of a legal person of which it is a shareholder or creditor.
 
b.   By-Laws
 
Cascades Inc.
 
Cascades Inc.’s by-laws provide that Cascades Inc. shall indemnify and hold harmless its directors or officers, its former directors or officers, or any person who acts or acted at its request as a director or officer of a body corporate of which Cascades Inc. is or was a shareholder or creditor, and their heir and legal representatives, against all costs, charges and expenses, and in particular, with respect to all amounts paid to settle an action or satisfy a judgment, reasonably incurred by them with respect to any civil, criminal or administrative action or proceeding to which they are made a party by reason of their position, if (a) they acted honestly and in good faith with a view to the best interests of Cascades Inc.; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.
 
Under Cascades Inc.’s by-laws, the directors and officers’ liability insurance is to be determined by its board of directors.
 
B.   Canadian Federal Law
 
a.   Applicable Laws of Canada
 
Cascades Canada Inc.; Cascades Fine Papers Group Inc.; Cascades Paperboard International; Cascades Tenderco Inc.; Cascades Transport Inc.; Dopaco Canada, Inc.; Kingsey Falls Investments Inc.; 7251637 Canada Inc.
 
Section 124 of the Canada Business Corporations Act provides that a corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or officer of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, provided that the individual acted honestly and in good faith with a view to the best interests of the


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corporation or the other entity, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval.
 
An individual who fulfills the above conditions is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of a civil, criminal, administrative, investigative or other proceeding to which he is subject because of his association with the corporation or other entity if he was not judged by the court or other competent authority to have committed any fault or omitted to do anything that he ought to have done. The corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above; however, the individual shall repay the moneys if the above conditions are not fulfilled.
 
b.   By-Laws
 
Cascades Canada Inc.; Cascades Fine Papers Group Inc.; Cascades Paperboard International; Dopaco Canada, Inc.; Kingsey Falls Investments Inc.
 
Each company’s by-laws provide that, subject to applicable law, the company shall indemnify its directors, officers, former directors, and former officers, or any person who acts or acted at the company’s request as a director or officer of an entity of which the company is or was a shareholder or creditor, and their heirs and legal representatives, against all costs, charges or expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by them in respect of any civil, criminal or administrative action to which they are made a party by reason of being or having been a director or officer of such company, if:
 
(a) they acted honestly in good faith with a view to the best interests of the company, and
 
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds to believe that their conduct was lawful.
 
Under each company’s by-laws and subject to applicable law, the company may purchase liability insurance for these persons if approved by the company’s board of directors.
 
Cascades Tenderco Inc.
 
Cascades Tenderco Inc.’s by-laws do not provide for indemnification of its officers or directors.
 
Cascades Transport Inc.
 
Cascades Transport’s by-laws provide that, subject to the provisions of the Canada Business Corporations Act, it may indemnify its directors or officers, its former directors or officers or any other individuals who act or acted at its request as a director or officer, or any individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the company or other entity. Cascades Transport may advance the necessary moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to previously and the individual shall repay the moneys if the individual does not fulfill the following conditions: (a) he acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request; and (b), in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
 
Under its by-laws, Cascades Transport may, subject to the provisions of the Canada Business Corporation Act, purchase and maintain insurance for the benefit these persons.
 
7251637 Canada Inc.
 
7251637 Canada Inc.’s by-laws do not provide for indemnification of its officers or directors.


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C.   Ontario
 
a.   Applicable Laws of Ontario
 
Conference Cup Ltd.; Garven Incorporated
 
Section 136 of the Ontario Business Corporations Act provides that a corporation may indemnify a present or former director or officer of the corporation, or a person who acts or acted at the corporation’s request as a director or officer of another legal entity of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such corporation or body corporate, if (a) he or she acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval.
 
A person who fulfills the above conditions is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal, administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity was substantially successful on the merits in his or her defense of the action or proceeding.
 
b.   By-Laws
 
Conference Cup Ltd.
 
Conference Cup Ltd.’s by-laws provide, subject to applicable law, that Conference Cup shall indemnify each of its directors and officers, former director or officer or a person who acts or acted at its request as a director or officer of a body corporate of which it is or was a shareholder or creditor, and his heirs and legal representatives shall, from time to time, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporation or body corporate if,
 
(a) he acted honestly and in good faith with a view to the best interests of Conference Cup; and
 
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
 
Conference Cup Ltd.’s by-laws and subject to applicable law, provide that Conference Cup may purchase liability insurance for these persons if approved by the company’s board of directors.
 
Garven Incorporated
 
The by-laws of Garven Incorporated provide that Garven shall indemnify its directors and officers, its former directors or officers or a person who acts or acted at its request as a director or officer of a body corporate of which it is or was a shareholder or creditor and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any proceeding to which he is made a party by reason of being or having been a director or officer or body corporate and with the approval of the court in respect of an action by or on behalf of Garven or body corporate to procure a judgment in its favor to which he is made a party by reason of being or having been a director or officer of Garven or body corporate against all costs, charges and expenses reasonably incurred by him in connection with such action, if, he acted honestly and in good faith with a view to the best interests of Garven; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.


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Garven may purchase and maintain liability insurance for the benefit of these persons, except when the liability relates to the failure to act honestly and in good faith with a view to the best interests of the company.
 
2.   Delaware
 
A.   Delaware Corporations
 
a.   Applicable Laws of Delaware
 
Cascades Auburn Fiber Inc.; Cascades Boxboard U.S., Inc.; Cascades Energy Initiative Inc.; Cascades Plastics Inc.; Cascades SPG Sales Inc.; Cascades Tissue Group — Arizona Inc.; Cascades Tissue Group — New York 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.; Cascades USA Inc.; Norampac Finance US Inc.; Norampac Holding US Inc.
 
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against attorneys’ fees and other expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person was or is a party or is threatened to be made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.
 
b.   Bylaws
 
Cascades Auburn Fiber Inc.; Cascades Tissue Group — Arizona Inc.; Cascades Tissue Group — New York Inc.; Cascades Tissue Group — Oregon Inc.; Cascades Tissue Group — Pennsylvania Inc.; Cascades Tissue Group — Wisconsin Inc.; Cascades Tissue Group — Sales Inc.; Cascades Tissue Group — Tennessee Inc.; Cascades USA Inc.
 
Each company’s bylaws provide that they shall indemnify their directors, officers, agents and employees in the manner and to the full extent provided in the General Corporation Law of the State of Delaware. Such indemnification may be in addition to any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or directors, any provision of the bylaws or otherwise. The directors, officers, employees and agents of each company are required to be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under the bylaws in reliance upon the advice of counsel.
 
Cascades Boxboard U.S., Inc.
 
Cascades Boxboard U.S., Inc.’s bylaws provide that, to the maximum extent permitted by the Delaware General Corporation Law, as the same may be in effect from time to time, they shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding. In addition, the company may similarly indemnify employees or agents of the company or persons who are serving at the request of the company as a director or officer of another entity but who are not directors or officers of the company.
 
Cascades Energy Initiative Inc.
 
Cascades Energy Initiative Inc.’s bylaws provide that the company shall indemnify and hold harmless, to the fullest extent permitted by the Delaware Code, each director or officer of the company who was or is, or is threatened to be made, a party to or otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such


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person is or was a director, officer, employee or agent of the company, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan, or a person serving another corporation, partnership, joint venture, trust, other enterprise or nonprofit entity in any of the foregoing capacities at the request of the company (an “Authorized Representative”), against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise and taxes) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity or both. The company shall be required to indemnify an incumbent or former director or officer in connection with a Proceeding initiated by such person only if and to the extent that such Proceeding was authorized by the board of directors of the company or is a civil suit by such person to enforce rights to indemnification or advancement of expenses.
 
Cascades Plastics Inc.
 
Cascades Plastics Inc.’s Articles of Incorporation provide that it shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.
 
Cascades SPG Sales Inc.
 
Cascades SPG Sales Inc.’s bylaws provide that to the maximum extent permitted by the Delaware General Corporation Law, as the same may be in effect from time to time, the company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding. Nothing herein shall be deemed to limit the power of the company to similarly indemnify employees or agents of the company or persons who are serving at the request of the company as a director or officer of another entity but who are not directors or officers of the company.
 
Norampac Finance US Inc.; Norampac Holding US Inc.
 
Each company’s bylaws provide that they shall indemnify their directors, officers, agents and employees in the manner and to the full extent provided in the General Corporation Law of the State of Delaware. Such indemnification may be in addition to any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or directors, any provision of the bylaws or otherwise. The directors, officers, employees and agents of each company are required to be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under the bylaws in reliance upon the advice of counsel.
 
B.   Delaware Limited Liability Companies
 
a.   Applicable Laws of Delaware
 
Cascades Boxboard Group — Connecticut LLC; Cascades Delaware LLC; Cascades Enviropac HPM LLC; Cascades Tissue Group — Maryland LLC; Dopaco Pacific LLC; Norampac Delaware LLC
 
Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.
 
b.   Limited Liability Company Operating Agreement and Bylaws
 
Cascades Boxboard Group — Connecticut LLC
 
Cascades Boxboard Group — Connecticut LLC’s bylaws provide that, the company may indemnify and advance expenses to any person, who was or is made a party or is threatened to be made a party to or is involved in


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any proceeding or any appeal in a proceeding or any inquiry or investigation that could lead to a proceeding, by reason of the fact that such person was an employee or agent of the company or is or was serving at the request of the company as a manager, director, officer, partner, joint venture, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person to the same extent that it shall indemnify and advance expenses to directors and officers under the bylaws.
 
Cascades Delaware LLC
 
Cascades Delaware LLC’s Limited Liability Company Operating Agreement provides that, to the fullest extent permitted by applicable law, a board member or the Member (as defined therein), or any of the Member’s directors, officers, agents or employees, or any affiliate of the foregoing, shall be entitled to indemnification for any loss, damage or claim incurred by reason of any act or omission performed or omitted in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority conferred by this agreement, except that they shall not be entitled to be indemnified in respect of any loss, damage, or claim incurred by reason of gross negligence or willful misconduct with respect to such acts or omissions. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the company of an undertaking by or on behalf of an aforementioned person to repay such amount if it shall be determined that he is not entitled to be indemnified.
 
Cascades Enviropac HPM LLC
 
Cascades Enviropac HPM LLC’s bylaws provide that the company shall indemnify, defend and hold harmless the Member (as defined therein), and each manager, and the heirs, beneficiaries and legal representatives of each Member and manager (each “Indemnified Party”) from and against any and all actual or alleged losses, claims, damages, liabilities, costs and/or expenses (collectively, “Damages”) of any nature whatsoever, including without limitation attorneys’ fees, arising out of or in connection with any action taken or omitted by a Member or manager pursuant to authority granted by or otherwise in connection with the bylaws; provided, however, that no indemnification may be made to or on behalf of any Indemnified Party if a judgment or other final adjudication adverse to the Member or manager established (i) that the Member’s or manager’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Member or manager personally gained in fact a financial profit or other advantage to which such the Member or manager was not legally entitled. Any indemnity shall be paid out of, and to the extent of, company assets only, including insurance proceeds if available.
 
Cascades Tissue Group — Maryland LLC
 
The Company (but not any Member or Additional Member (as defined therein)), shall indemnify and hold harmless the managers and any officer for any loss, damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of any act or failure to act by such manager or officer, if such act or failure to act is (i) in good faith and reasonable; (ii) within the scope of the authority granted to the manager or officer (as applicable) under this agreement or the bylaws and (iii) not attributable to gross negligence or willful misconduct. Any indemnity under this agreement shall be paid from, and only to the extent of, the company’s assets and no Member or Additional Member shall have any personal liability on account thereof.
 
Dopaco Pacific LLC
 
Dopaco Pacific LLC’s Limited Liability Company Agreement provides that each person who was or is made a party in any proceeding by reason of the fact that he is or was (i) a Member (as defined therein), manager, or officer of the company or (ii) a Member, manager or officer of the company serving at the request of the company as a Member, director, officer, employee or agent of another corporation, limited liability company or a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an Indemnitee), whether the basis of such a proceeding is alleged action in an official capacity as manager, director, officer,


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employee or agent, or in any other capacity while serving as manager, director, officer, employee or agent shall be indemnified to the fullest extent authorized by the applicable law, against all expense, liability and loss reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that the company shall indemnify the indemnitee in connection with a proceeding (or part thereof) initiated by the company.
 
Norampac Delaware LLC
 
Norampac Delaware LLC’s Limited Liability Agreement provides that to the extent permitted by applicable law, a Covered Person (which definition includes its directors and officers), shall be entitled to indemnification from the company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under the bylaws shall be provided out of and to the extent of company assets only, and no Covered Person shall have any personal liability on account thereof.
 
C.   Delaware Partnerships
 
a.   Applicable Laws of Delaware
 
Dopaco Limited Partnership
 
Section 17-108 of the Delaware Uniform Partnership Act, a limited partnership may, and shall have the power to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set froth in its partnership agreement.
 
b.   Limited Partnership Agreement
 
Dopaco Limited Partnership
 
Dopaco Limited Partnership’s Agreement (“Agreement”) provides that the General Partner shall not be liable, responsible or accountable in damages to the Limited Partners or the Partnership for any act or omission on behalf of the Partnership performed or omitted in good faith and in a manner reasonably believed by the General Partner to be within the scope of the authority granted to the General Partner by the Agreement, even if such act or omission is negligent. The General Partner shall not be liable for omitting to do any act which the General Partner is not specifically required to do under the Agreement, and shall have no obligation or liabilities, express or implied, to the partnership or any other Partner, except as set forth in the Agreement.
 
The Partnership indemnifies and agrees to save the General Partner harmless against losses, damages, expenses, judgments, and amounts paid in settlement incurred by them in connection with any proceeding to which the General Partner is a party or threatened to be made a party by reason of its capacity as a General Partner or the fact that it was engaged in activities on behalf of the Partnership, unless the act or failure to act giving rise to such proceeding was not taken or omitted in good faith.
 
The General Partner has the right, but is not required, to cause the Partnership to obtain and pay the premiums on liability insurance at the Partnership’s expense. The term “General Partner”, includes the General Partner and its officers, directors, shareholders, members, employees and controlling persons.
 
3.   Massachusetts Corporation
 
a.   Applicable Laws of Massachusetts
 
Norampac New England Inc.
 
Massachusetts General Laws Chapter 156D, Part 8, Subdivision E, provides that a corporation may, subject to certain limitations, indemnify its directors and officers, including those serving at its request with respect to any employee benefit plan, and must, in certain cases, indemnify a director or officer for his reasonable costs if he is


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wholly successful in his defense in a proceeding to which he was a party because he was a director or officer of the corporation. In certain circumstances, a court may order a corporation to indemnify its officers or directors or advance their expenses. Chapter 156D, Section 8.58 allows a corporation to obligate itself to indemnify its directors and officers in the corporation’s articles of organization, its bylaws, or in a resolution adopted or a contract approved by its board of directors or shareholders.
 
Chapter 156D, Section 8.57 provides that the corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director or while serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, or arising from his status as an officer or director.
 
b.   By-Laws
 
Norampac New England Inc.
 
Norampac New England’s by-laws provide that each person at any time a director, officer, employee or agent of Norampac New England Inc. and any person who serves at its request as a director, officer, employee or other agent of another organization, or who serves at its request in any capacity with respect to any employee benefit plan, including each former director, officer, employee or agent who was such before, on or after the date of the adoption of the by-laws shall, to the extent permitted by law and without prejudice to any other rights he might have, be entitled to be reimbursed by Normapac New England Inc. for, and indemnified by Normapac New England Inc. against, all judgments, fines, penalties, costs and expenses reasonably incurred by him in connection with or arising out of any claims made, or any action, suit or proceeding threatened or brought against him or in which he may be involved as a party or otherwise by reason of any action alleged to have been taken or omitted by him as a director, officer, employee or agent, or in any capacity with respect to any employee benefit plan, whether or not he continues to be a director, officer, employee or agent, or to serve in any capacity with respect to any employee benefit plan, at the time of incurring such costs and expenses, including amounts paid or incurred by him in connection with reasonable settlements (other than amounts paid to Normapac New England Inc. itself) of any claim, action, suit or proceeding. Any rights to reimbursement and indemnification granted under this section to any such director, officer, employee or agent shall extend to his heirs, executors and administrators. No such reimbursement or indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of Normapac New England Inc., or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
 
Reimbursement or indemnification under the by-laws may, in the discretion of the Board of Directors, include payments by Norampac New England Inc. of costs and expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under the by-laws, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Nothing contained in the by-laws is intended to, or shall, prevent a settlement by Norampac New England Inc. prior to final adjudication of any claim, including claims for reimbursement or indemnification under the by-laws, against Normapac New England Inc. when such settlement appears to be in the interest of Normapac New England Inc. Each such person shall, by reason of his continuing such service or accepting such election or employment, have the right to be reimbursed and indemnified by Norampac New England Inc., as above set forth with the same force and effect as if Normapac New England Inc., to induce him to continue so to serve or to accept such election or employment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions of this section. No director or officer of Norampac New England Inc. shall be liable to anyone for making any determination as to the existence or absence of liability of Norampac New England Inc. under the by-laws or for making or refusing to make any payment under the by-laws in reliance upon advice of counsel.


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4.   New York Corporations
 
a.   Applicable Laws of New York
 
Cascades Fine Papers Group (USA) Inc.; Norampac Industries Inc.; Norampac New York City Inc.; Norampac Schenectady Inc.; W.H. Smith Paper Corporation
 
Section 722(a) of the New York Business Corporation Law provides that a corporation may indemnify any officer or director, made or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation, including an action by or on the right of any other corporation or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, because he was a director or officer of the corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
 
Section 722(c) of the New York Business Corporation Law provides that a corporation may indemnify any officer or director made, or threatened to be made, a party to an action by or in the right of the corporation by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for another corporation or other enterprise, not opposed to, the best interests of the corporation. The corporation may not, however, indemnify any officer or director pursuant to Section 722(c) in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action was brought, any court of competent jurisdiction, determines upon application, that the person is fairly and reasonably entitled to indemnity for such portion of the settlement and expenses as the court deems proper.
 
Section 723 of the New York Business Corporation Law provides that an officer or director who has been successful on the merits or otherwise in the defense of a civil or criminal action of the character set forth in Section 722 is entitled to indemnification as permitted in such section. Section 724 of the New York Business Corporation Law permits a court to award the indemnification required by Section 722.
 
b.   By-Laws
 
Cascades Fine Papers Group (USA) Inc.
 
Cascades Fine Papers Group (USA) Inc.’s by-laws provides that it shall indemnify, to the maximum extent permitted by Delaware General Corporate Law, its directors or officers, its former directors or officers, directors or officers of the company serving at the request of the company as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit or proceeding to which they are made a party because of their position. The company may also similarly indemnify employees or agents of the company or other persons who are serving at the request of USA as a director or officer of another entity but are not directors or officers of the company.
 
Norampac Industries Inc.
 
Norampac Industries Inc.’s by-laws do not provide for indemnification of its officers or directors.


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Norampac New York City Inc.; Norampac Schenectady Inc.
 
Each company’s by-laws provide that each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or his testator or intestate (a) is or was a director or officer of each company or (b) is or was a director or officer of each company, who serves or served, in any capacity, at any other enterprise at the request of each company (an “indemnitee”), shall be indemnified and held harmless by each company against all expense, liability and loss, including without limitation ERISA excise taxes or penalties, judgments, fines, penalties, amounts paid in settlement (provided the board of directors has given prior consent to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys’ fees, suffered or incurred by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs and fiduciaries; provided, however, that no indemnification may be made to or on behalf of any director or officer if his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or otherwise disposed of, or if he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Each company will only indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors.
 
Under each company’s by-laws, each company may procure insurance for the benefit of these persons against any liability incurred by them in their capacity as a director or officer of each company or of another company where they act or acted in that capacity at each company’s request to the extent authorized by the board of directors.
 
W.H. Smith Paper Corporation
 
W.H. Smith Paper Corporation’s by-laws do not provide for indemnification of its officers or directors.
 
5.   Nevada Corporation
 
a.   Applicable Laws of Nevada
 
Norampac Export Sales Corp.
 
Section 78.138(7) of the Nevada Revised Statutes (the “NRS”) provides that, unless the articles of incorporation provide for greater individual liability, a director or officer of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (a) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (b) such breach involved intentional misconduct, fraud or a knowing violation of the law.
 
Section 78.7502 of the NRS permits a corporation to indemnify a present or former director, officer, employee or agent of the corporation, or of another entity or enterprise for which such person is or was serving in such capacity at the request of the corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, except an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of such person’s service in such capacity if such person (a) is not liable pursuant to Section 78.138 of the NRS or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. With respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, the corporation may indemnify any person who was or is a party or is threatened to be made a party to such action or suit by reason of being or having been a director, officer, employee or agent of the corporation, or serving or having served as such for another entity or enterprise at the request of the corporation, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if such person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the


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corporation. In the case of actions brought by or in the right of the corporation, no indemnification may be made for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection therewith.
 
Section 78.751 of the NRS permits any discretionary indemnification under Section 78.7502 of the NRS, unless ordered by a court or advanced to a director or officer by the corporation in accordance with the NRS, to be made by a corporation only as authorized in each specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination of indemnification must be made (1) by the stockholders, (2) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (3) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or (4) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. Except as so ordered by a court and for advancement of expenses authorized pursuant to the foregoing, indemnification may not be made to or on behalf of any director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action.
 
Section 78.752 of the NRS permits a corporation to purchase and maintain insurance or make other financial arrangements on behalf of its current and former directors, officers, employees or agents, or any person serving or who has served as such for another entity or enterprise at the request of the corporation, for any liability and expenses incurred by any such person in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify any such person against such liability and expenses. No financial arrangement made pursuant to the foregoing may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
 
b.   Bylaws
 
Norampac Export Sales Corp.
 
Norampac Export Sales Corp.’s bylaws provide that the company may indemnify any of its directors, officers, employees or agents to the full extent provided by the Nevada Revised Statutes upon determination in accordance with said statutes to so indemnify.
 
If authorized by the board of directors, the company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the company, or who is or has served at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to the full extent permitted by the Nevada Revised Statutes as in effect at the time of the adoption of its bylaws or as amended from time to time.


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6.   North Carolina corporations
 
a.   Applicable Laws of North Carolina
 
Cascades Moulded Pulp, Inc.; Cascades Tissue Group — North Carolina Inc.
 
Under Section 55-8-51 of the North Carolina Business Corporation Act, a corporation may indemnify a present or former director if he or she conducted himself or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the corporation’s best interests. In all other cases, the director must have believed that his or her conduct was at least not opposed to the corporation’s best interests. In the case of any criminal proceeding, the director must have had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other proceeding, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Under North Carolina law, the corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with public policy.
 
b.   By-Laws
 
Cascades Moulded Pulp, Inc.
 
Cascades Moulded Pulp, Inc.’s by-laws do not provide for indemnification of its officers or directors.
 
Cascades Tissue Group — North Carolina Inc.
 
Cascades Tissue Group — North Carolina’s by-laws provide that any person who at any time serves or has served as one of its directors, officers, employees or agents, or in such capacity at its request for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the company to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the company, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.
 
The board of directors of the company is required to take all such action as may be necessary and appropriate to authorize the company to pay the indemnification required by the by-laws, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the company.
 
Any person who at any time after the adoption of the by-laws serves or served in any of the aforesaid capacities for or on behalf of the company is deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided in the by-laws. This right inures to the benefit of the legal representatives of any such person and is not exclusive of any other rights to which the person may be entitled apart from the provision of the by-laws.
 
7.   Pennsylvania corporation
 
a.   Applicable Laws of Pennsylvania
 
Dopaco, Inc.
 
The Pennsylvania Business Corporation Law provides that unless otherwise restricted in its by-laws, a business corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a


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representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful.
 
Additionally, unless otherwise restricted in its by-laws, a business corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.
 
To the extent that a representative of a business corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
 
b.   By-Laws
 
Dopaco, Inc.
 
Dopaco, Inc.’s by-laws provide that each Indemnitee (as defined below) shall be indemnified and held harmless for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorney fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The right to indemnification shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law. Indemnification shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators. “Indemnitee” shall mean each Director or officer of Dopaco who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer or is or was serving in any capacity at the request or for the benefit of Dopaco as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of Dopaco), whether civil, criminal, administrative, investigative or through arbitration.
 
Dopaco may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. To the extent that an employee or agent has been


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successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, Dopaco shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
 
The rights to indemnification and to the advancement of expenses are not exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or by-laws, agreement, vote of shareholder or directors, or otherwise.
 
Dopaco may purchase insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not it would have the power to indemnify such person under Pennsylvania or other law. It may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
 
8.   Tennessee corporation
 
a.   Applicable Laws of Tennessee
 
Cascades Tissue Group — IFC Disposables Inc.
 
Under Section 48-18-502 of the Tennessee Business Corporation Act, a corporation may indemnify a present or former director if he or she conducted himself or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the corporation’s best interests. In all other cases, the director must have believed that his or her conduct was at least not opposed to the corporation’s best interests. In the case of any criminal proceeding, the director must have had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other proceeding, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Under Section 48-18-503 of the Tennessee Business Corporation Act, a corporation must indemnify a director who was wholly successful on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Under Tennessee law, the corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with public policy.
 
Section 48-18-508 of the Tennessee Business Corporation Act provides that a corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee or agent of the corporation against liability asserted against or incurred by the individual in that capacity whether or not the corporation would have the power to indemnify the individual against the same liability under Section 48-18-502 of the Tennessee Business Corporation Act.
 
b.   By-Laws
 
Cascades Tissue Group — IFC Disposables Inc.
 
Cascades Tissue Group — IFC Disposables Inc.’s by-laws do not provide for indemnification of its officers or directors.


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Item 21.   Exhibits and Financial Statements Schedules.
 
             
Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  3 .1   Articles of Amalgamation of Cascades Inc. filed with the Inspector General of Financial Institutions of Québec on January 10, 2004   G
  3 .2   By-laws of Cascades Inc., as amended   J
  3 .3   Certificate of Incorporation of Cascades Auburn Fiber Inc. filed with the Secretary of State of Delaware on May 28, 1998 (together with amendments thereto)   B
  3 .4   Certificate of Amendment of Certificate of Incorporation of Cascades Auburn Fiber Inc. filed with the Secretary of State of Delaware on January 24, 2007   K
  3 .5   By-laws of Cascades Auburn Fiber Inc., as amended   B
  3 .6   Certificate of Formation of Cascades Boxboard Group — Connecticut LLC filed with the Secretary of State of Delaware on March 28, 2006   K
  3 .7   Limited Liability Company Operating Agreement of Cascades Boxboard Group — Connecticut LLC   K
  3 .8   Certificate of Incorporation of Cascades Boxboard U.S., Inc. filed with the Secretary of State of Delaware on July 16, 1997 (together with amendments thereto)   B
  3 .9   By-laws of Cascades Boxboard U.S., Inc., as amended   B
  3 .10   Articles of Amalgamation of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2003   D
  3 .11   Certificates and Articles of Amendment of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on February 23, 2006, May 1, 2006, December 29, 2006 and December 19, 2007   K
  3 .12   By-laws of Cascades Canada Inc.   D
  3 .13   Certificate of Formation of Cascades Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004   D
  3 .14   Limited Liability Company Operating Agreement of Cascades Delaware LLC   D
  3 .15   Certificate of Incorporation of Cascades Energy Initiative Inc., filed with the Secretary of State of Delaware on September 28, 2006   K
  3 .16   By-laws of Cascades Energy Initiative Inc.   K
  3 .17   Certificate of Formation of Cascades Enviropac HPM LLC, filed with the Secretary of State of Delaware on June 6, 2007   K
  3 .18   Limited Liability Company Agreement of Cascades Enviropac HPM LLC   K
  3 .19   Certificate of Incorporation of Cascades Fine Papers Group (USA) Inc. filed with the Secretary of State of Delaware on July 15, 1992 (together with amendments thereto)   B
  3 .20   By-laws of Cascades Fine Papers Group (USA) Inc.   K
  3 .21   Certificate of Incorporation of Cascades Moulded Pulp, Inc. filed with the Secretary of State of North Carolina on June 25, 1986 (together with amendments thereto)   B
  3 .22   By-laws of Cascades Moulded Pulp, Inc., as amended   B
  3 .23   Certificate of Incorporation of Cascades Paperboard International Inc., filed with the Director General, Corporations Directorate of Industry Canada on December 18, 2000 (together with amendments thereto)   B
  3 .24   Certificate of Amendment of Cascades Paperboard International Inc., filed with the Director General, Corporations Directorate of Industry Canada on September 18, 2007 (together with amendments thereto)   K
  3 .25   By-laws of Cascades Paperboard International Inc.   B
  3 .26   Certificate of Incorporation of Cascades Plastics Inc. filed with the Secretary of State of Delaware on January 12, 2000   B
  3 .27   By-laws of Cascades Plastics Inc., as amended   B


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Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  3 .28   Certificate of Incorporation of Cascades SPG Sales Inc., filed with the Secretary of State of Delaware on January 5, 1989 (together with amendments thereto)   B
  3 .29   Certificate of Amendment of Certificate of Incorporation of Cascades SPG Sales Inc., filed with the Secretary of State of Delaware on April 23, 2009   K
  3 .30   By-laws of Cascades SPG Sales Inc.   B
  3 .31   Certificate of Incorporation of Cascades Tissue Group — Arizona Inc. filed with the Secretary of State of Delaware on March 5, 2002 (together with amendments thereto)   C
  3 .32   By-laws of Cascades Tissue Group — Arizona Inc., as amended   B
  3 .33   Certificate of Incorporation of Cascades Tissue Group — IFC Disposables Inc. filed with the Secretary of State of Tennessee on December 17, 1990 (together with amendments thereto)   B
  3 .34   By-laws of Cascades Tissue Group — IFC Disposables Inc., as amended   K
  3 .35   Certificate of Formation of Cascades Tissue Group — Maryland LLC, filed with the Secretary of State of Delaware on August 11, 2006   K
  3 .36   Limited Liability Company Agreement of Cascades Tissue Group — Maryland LLC   K
  3 .37   Certificate of Incorporation of Cascades Tissue Group — New York Inc. filed with the Secretary of State of Delaware on March 6, 2002 (together with amendments thereto)   B
  3 .38   Certificates of Merger of Cascades Tissue Group — New York Inc. filed with the Secretary of State of Delaware on January 31, 2003 and July 15, 2004   K
  3 .39   By-laws of Cascades Tissue Group — New York Inc., as amended   B
  3 .40   Certificate of Incorporation of Cascades Tissue Group — North Carolina Inc. filed with the Secretary of State of North Carolina on May 27, 1983 (together with amendments thereto)   B
  3 .41   By-laws of Cascades Tissue Group — North Carolina Inc., as amended   B
  3 .42   Certificate of Incorporation of Cascades Tissue Group — Oregon Inc. filed with the Secretary of State of Delaware on April 18, 2002 (together with amendments thereto)   B
  3 .43   By-laws of Cascades Tissue Group — Oregon Inc., as amended   B
  3 .44   Certificate of Incorporation of Cascades Tissue Group — Pennsylvania Inc. filed with the Secretary of State of Delaware on August 22, 2001 (together with amendments thereto)   B
  3 .45   By-laws of Cascades Tissue Group — Pennsylvania Inc., as amended   B
  3 .46   Certificate of Incorporation of Cascades Tissue Group — Sales Inc. filed with the Secretary of State of Delaware on June 21, 2004   D
  3 .47   By-laws of Cascades Tissue Group — Sales Inc.   D
  3 .48   Certificate of Incorporation of Cascades Tissue Group — Tennessee Inc. filed with the Secretary of State of Delaware on February 4, 2003   D
  3 .49   By-laws of Cascades Tissue Group — Tennessee Inc   D
  3 .50   Certificate of Incorporation of Cascades Tissue Group — Wisconsin Inc. filed with the Secretary of State of Delaware on August 22, 2001 (together with amendments thereto)   B
  3 .51   By-laws of Cascades Tissue Group — Wisconsin Inc., as amended   B
  3 .52   Certificate of Incorporation of Cascades Tenderco Inc., filed with the Director General, Corporations Directorate of Industry Canada on October 23, 2009   K
  3 .53   By-laws of Cascades Tenderco Inc.   K
  3 .54   Certificate of Incorporation of Cascades Transport Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 19, 2003   D
  3 .55   By-laws of Cascades Transport Inc.   D
  3 .56   Certificate of Incorporation of Cascades USA Inc. filed with the Secretary of State of Delaware on November 25, 2003   D
  3 .57   By-laws of Cascades USA Inc.   D

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Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  3 .58   Articles of Amalgamation of Conference Cup Ltd. filed with Ontario, Canada on June 30, 1991 (together with the amendments thereto)   D
  3 .59   By-laws of Conference Cup Ltd.   D
  3 .60   Certificate of Incorporation of Dopaco, Inc. filed with the Secretary of the Commonwealth of Pennsylvania on July 9, 1979 (together with amendments thereto)   D
  3 .61   By-laws of Dopaco, Inc. (as amended)   D
  3 .62   Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on March 24, 1980   D
  3 .63   Certificate of Amendment of Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 28, 2005   K
  3 .64   By-laws of Dopaco Canada, Inc.   D
  3 .65   Certificate of Limited Partnership of Dopaco Limited Partnership filed with the Secretary of State of Delaware on February 12, 1997   D
  3 .66   Limited Partnership Agreement of Dopaco Limited Partnership   D
  3 .67   Certificate of Formation of Dopaco Pacific LLC filed with the Secretary of State of Delaware on February 12, 1997   D
  3 .68   Limited Liability Company Agreement of Dopaco Pacific LLC   D
  3 .69   Certificate of Articles of Amalgamation of Garven Incorporated filed with Ontario, Canada on January 10, 2001   D
  3 .70   By-laws of Garven Incorporated, as amended   D
  3 .71   Certificate of Incorporation of Kingsey Falls Investments Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 5, 2004   D
  3 .72   By-laws of Kingsey Falls Investments Inc.   D
  3 .73   Certificate of Formation of Norampac Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004   K
  3 .74   Limited Liability Corporation Agreement of Norampac Delaware LLC (together with amendments thereto)   K
  3 .75   Articles of Incorporation of Norampac Export Sales Corp., filed with the Secretary of State of Nevada on April 1, 2005   K
  3 .76   By-laws of Norampac Export Sales Corp.   K
  3 .77   Certificate of Incorporation of Norampac Finance US Inc. filed with the Delaware Secretary of State on June 29, 2001 (together with amendments thereto).   A
  3 .78   By-laws of Norampac Finance US Inc., as amended.   A
  3 .79   Certificate of Incorporation of Norampac Holding US Inc. filed with the Delaware Secretary of State on May 9, 2001.   A
  3 .80   By-laws of Norampac Holding US Inc., as amended.   A
  3 .81   Certificate of Incorporation of Norampac Industries Inc. filed with the New York Secretary of State on August 14, 1987 (together with amendments thereto)   A
  3 .82   By-laws of Norampac Industries Inc., as amended.   A
  3 .83   Amendment to By-laws of Norampac Industries Inc.   K
  3 .84   Certificate of Incorporation of Norampac New England Inc., filed with the Secretary of the Commonwealth of Massachusetts on May 8, 1961 (together with amendments thereto)   A
  3 .85   Certificate of Merger and Articles of Merger of Norampac New England Inc., filed respectively with the Connecticut Secretary of the State and the Secretary of the Commonwealth of Massachusetts on December 23 and 21, 2009.   K
  3 .86   By-laws of Norampac New England Inc., as amended.   K

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Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  3 .87   Certificate of Incorporation of Norampac New York City Inc. filed with the New York Secretary of State on February 15, 1918 (together with amendments thereto).   A
  3 .88   By-laws of Norampac New York City Inc., as amended.   A
  3 .89   Certificate of Incorporation of Norampac Schenectady Inc. filed with the New York Secretary of State on April 9, 2003.   A
  3 .90   Certificate of Merger of Norampac Schenectady Inc. filed with the New York Secretary of State on December 21, 2005   K
  3 .91   By-laws of Norampac Schenectady Inc., as amended.   A
  3 .92   Certificate of Incorporation of W.H. Smith Paper Corporation filed with the Secretary of State of the State of New York on August 7, 1919 (together with amendments thereto)   D
  3 .93   By-laws of W.H. Smith Paper Corporation, as amended   D
  3 .94   Certificate of Incorporation of 7251637 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 30, 2009.   K
  3 .95   By-laws of 7251637 Canada Inc., as amended   K
  4 .1   Indenture, dated as of February 5, 2003, between Cascades Inc., the Subsidiary Guarantors named therein and The Bank of New York Mellon Mellon, as trustee   E
  4 .2   First Supplemental Indenture, dated May 30, 2003, to the Indenture, dated February 5, 2003, between Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon Mellon, as Trustee   B
  4 .3   Second Supplemental Indenture, dated December 30, 2003, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   G
  4 .4   Third Supplemental Indenture, dated March 16, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York Mellon, as Trustee   G
  4 .5   Fourth Supplemental Indenture, dated July 8, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York Mellon, as Trustee   G
  4 .6   Fifth Supplemental Indenture, dated August 26, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   G
  4 .7   Sixth Supplemental Indenture, dated November 30, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   G
  4 .8   Seventh Supplemental Indenture, dated April 27, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   H
  4 .9   Eight Supplemental Indenture, dated September 20, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   H
  4 .10   Ninth Supplemental Indenture, dated November 8, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   H
  4 .11   Tenth Supplemental Indenture, dated December 28, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   H
  4 .12   Eleventh Supplemental Indenture, dated August 17, 2007, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   I

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Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  4 .13   Twelfth Supplemental Indenture, dated October 30, 2009, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee   F
  4 .14   Thirteenth Supplemental Indenture, dated February 26, 2010, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and the Bank of New York Mellon, as Trustee   F
  4 .15   Indenture, dated May 28, 2003, among Norampac Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   B
  4 .16   First Supplemental Indenture, dated July 30, 2004, to the Indenture, dated May 28, 2003, among Norampac Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   H
  4 .17   Second Supplemental Indenture, dated December 28, 2006, to the Indenture, dated May 28, 2003, among Norampac Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   H
  4 .18   Third Supplemental Indenture, dated as of December 29, 2006, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   H
  4 .19   Fourth Supplemental Indenture, dated as of August 30, 2007, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   I
  4 .20   Fifth Supplemental Indenture, dated as of October 30, 2009, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   F
  4 .21   Sixth Supplemental Indenture, dated as of February 26, 2010, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   F
  4 .22   Indenture dated as of December 3, 2009, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   F
  4 .23   Indenture dated as of December 23, 2009, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee   F
  4 .24   Registration Rights Agreement, dated as of December 3, 2009, between Cascades Inc., the Subsidiary Guarantors named therein, and Banc of America Securities LLC Scotia Capital (USA) Inc.    K
  4 .25   Registration Rights Agreement, dated as of December 23, 2009, between Cascades Inc., the Subsidiary Guarantors named therein, and Banc of America Securities LLC   K
  4 .26   Form of Original 2017 Notes (included in Exhibit 4.22)   F
  4 .27   Form of New 2017 Notes (including in Exhibit 4.22)   F
  4 .28   Form of Original 2020 Notes (included in Exhibit 4.24)   F
  4 .29   Form of New 2020 Notes (included in Exhibit 4.24)   F
  5 .1   Legal Opinion of Jones Day   K
  5 .2   Legal Opinion of Fraser Milner Casgrain LLP   K
  5 .3   Legal Opinion of Manning Fulton & Skinner PA   K
  5 .4   Legal Opinion of Bass, Berry & Sims PLC   K
  5 .5   Legal Opinion of Goulston & Storrs, P.C.   K
  5 .6   Legal Opinion of Brownstein Hyatt Farber Schreck, LLP   K

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Exhibit
 		  Description of Exhibit (and Document From
 		   
Number
 
Which Incorporated by Reference, if Applicable)
 
Note
 
  10 .1   Credit Agreement, dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders   H
  10 .2   First Amendment dated as of June 27, 2007, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders   I
  10 .3   Second Amendment dated as of March 27, 2008, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders   J
  10 .4   Third Amendment dated as of May 22, 2008, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders   J
  10 .5   Fourth Amendment dated as of February 13, 2009, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders   J
  12 .1   Statement re: Computation of Ratios   K
  21 .1   Subsidiaries of Cascades Inc.   K
  23 .1   Consent of Independent Auditors   K
  23 .2   Consent of Jones Day (included in Exhibit 5.1)   K
  23 .3   Consent of Fraser Milner Casgrain LLP (included in Exhibit 5.2)   K
  23 .4   Consent of Manning Fulton & Skinner PA (included in Exhibit 5.3)   K
  23 .5   Consent of Bass, Berry & Sims PLC (included in exhibit 5.4)   K
  23 .6   Consent of Goulston & Storrs, P.C. (included in Exhibit 5.5)   K
  23 .7   Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.6)   K
  25 .1   Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1   K
  99 .1   Form of Letter of Transmittal   K
  99 .2   Form of Notice of Guaranteed Delivery   K
  99 .3   Form of Letter to DTC Participants   K
  99 .4   Form of Letter to Clients   K
  99 .5   Form of Instructions to Book-Entry Transfer Participants   K
 
 
(A) Previously filed as an exhibit to Norampac Inc.’s Registration Statement on Form F-4 (Reg. No. 333-107349), filed on September 26, 2003 and incorporated herein by reference.
 
(B) Previously filed as an exhibit to Amendment No. 1 to Cascades Inc.’s Registration Statement on Forms F-4 and S-4 (Reg. No. 333-105024), filed on July 18, 2003 and incorporated herein by reference.
 
(C) Previously filed as an exhibit to Cascades Inc.’s Registration Statement on Forms F-4 and S-4 (Reg. No. 333-109099), filed on September 25, 2003 and incorporated herein by reference.
 
(D) Previously filed as an exhibit to Cascades Inc.’s Registration Statement on Forms F-4 and S-4 (Reg. No. 333-124104), filed on June 8, 2005 and incorporated herein by reference.
 
(E) Previously filed as an exhibit to Cascades Inc.’s Registration Statement on Forms F-4 and S-4 (Reg. No. 333-105024), filed on May 6, 2003 and incorporated herein by reference.

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(F) Previously filed as an exhibit to Cascades Inc.’s Form 40-F (Reg. No. 333-105024), filed on March 30, 2010 and incorporated herein by reference.
 
(G) Previously filed as an exhibit to Cascades Inc.’s Annual Report on Form 40-F, filed on March 24, 2005 and incorporated herein by reference.
 
(H) Previously filed as an exhibit to Cascades Inc.’s Annual Report on Form 40-F, filed on March 28, 2007 and incorporated herein by reference.
 
(I) Previously filed as an exhibit to Cascades Inc.’s Annual Report on Form 40-F, filed on March 27, 2008 and incorporated herein by reference.
 
(J) Previously filed as an exhibit to Cascades Inc.’s Annual Report on Form 40-F, filed on March 30, 2009 and incorporated herein by reference.
 
(K) Filed herewith.
 
Item 22.   Undertakings.
 
The undersigned registrants hereby undertake:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
 
(5) For purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


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(6) (i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request; and
 
(ii) To arrange or provide for a facility in the United States for the purpose of responding to such requests.
 
(7) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
Cascades Inc.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Vice President, Legal Affairs and Corporate Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Alain Lemaire

Alain Lemaire 		  President, Chief Executive Officer and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Christian Dubé

Christian Dubé 		  Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  Bernard Lemaire

Bernard Lemaire 		  Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
         
/s/  Martin P. Pelletier

Martin P. Pelletier 		  Director   April 22, 2010
         
/s/  Paul R. Bannerman

Paul R. Bannerman 		  Director   April 22, 2010
         
/s/  André Desaulniers

André Desaulniers 		  Director   April 22, 2010
         
/s/  Louis Garneau

Louis Garneau 		  Director   April 22, 2010


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Signature
 
Title
 
Date
 
         
/s/  Sylvie Lemaire

Sylvie Lemaire
  Director   April 22, 2010
         
/s/  Michel Desbiens

Michel Desbiens
  Director   April 22, 2010
         
/s/  Laurent Verreault

Laurent Verreault
  Director   April 22, 2010
         
/s/  David McAusland

David McAusland
  Director   April 22, 2010
         
/s/  Robert Chevrier

Robert Chevrier
  Director   April 22, 2010
         
/s/  James B.C. Doak

James B.C. Doak
  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES AUBURN FIBER INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES BOXBOARD GROUP — CONNECTICUT LLC
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES BOXBOARD U.S., INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES CANADA INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Corporate Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Alain Lemaire

Alain Lemaire 		  President, Chief Executive Officer and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Vice President Finance, Treasurer and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES DELAWARE LLC
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES ENERGY INITIATIVE INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES ENVIROPAC HPM LLC
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES FINE PAPERS GROUP INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Mario Plourde

Mario Plourde 		  President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Alain Lemaire

Alain Lemaire 		  Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES FINE PAPERS GROUP (USA) INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES MOULDED PULP, INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES PAPERBOARD INTERNATIONAL INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Laurent Lemaire

Laurent Lemaire 		  President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Secretary   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES PLASTICS INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES SPG SALES INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — ARIZONA INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — IFC DISPOSABLES INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert Briggs

Robert Briggs 		  President
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Gary A. Hayden

Gary A. Hayden 		  Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — MARYLAND LLC
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — NEW YORK INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — NORTH CAROLINA INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — OREGON INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — PENNSYLVANIA INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — SALES INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — TENNESSEE INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TISSUE GROUP — WISCONSIN INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TENDERCO INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Alain Lemaire

Alain Lemaire 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Treasurer and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES TRANSPORT INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Alain Lemaire

Alain Lemaire 		  President and Director
(Principal Executive Officer and Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CASCADES USA INC.
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer, Secretary and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
CONFERENCE CUP LTD.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert L. Cauffman

Robert L. Cauffman 		  President
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Richard J. Scanlan

Richard J. Scanlan 		  Treasurer
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
DOPACO INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert L. Cauffman

Robert L. Cauffman 		  President and Chief Operating Officer
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Richard J. Scanlan

Richard J. Scanlan 		  Vice President Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
DOPACO CANADA, INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert L. Cauffman

Robert L. Cauffman 		  President
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Richard J. Scanlan

Richard J. Scanlan 		  Treasurer
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
DOPACO LIMITED PARTNERSHIP
 
  By:  DOPACO PACIFIC LLC, the sole general partner of DOPACO LIMITED PARTNERSHIP
 
  By: 
/s/  Michael Guerra
Michael Guerra
Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership   April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
DOPACO PACIFIC LLC
 
  By:  DOPACO, INC., the sole manager of DOPACO
PACIFIC LLC
 
  By: 
/s/  Michael Guerra
Michael Guerra
Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert L. Cauffman

Robert L. Cauffman 		  President
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Richard J. Scanlan

Richard J. Scanlan 		  Treasurer
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director of Dopaco, Inc., which is
the Manager of Dopaco Pacific LLC 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Director of Dopaco, Inc., which is
the Manager of Dopaco Pacific LLC 		  April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
GARVEN INCORPORATED
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Robert L. Cauffman

Robert L. Cauffman 		  President
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Richard J. Scanlan

Richard J. Scanlan 		  Treasurer
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Laurent Lemaire

Laurent Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
KINGSEY FALLS INVESTMENTS INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Alain Lemaire

Alain Lemaire 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Treasurer and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC DELAWARE LLC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC EXPORT SALES CORP.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Sal Sciarrino

Sal Sciarrino 		  President, Treasurer, Secretary and Director
(Principal Executive Officer and Principal Financial and Accounting Officer) 		  April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-59

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC FINANCE US INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC HOLDING US INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC INDUSTRIES INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-62

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC NEW ENGLAND INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-63

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC NEW YORK CITY INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-64

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
NORAMPAC SCHENECTADY INC.
 
  By: 
/s/  Lucie Claude Lalonde
Lucie Claude Lalonde
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Marc-André Dépin

Marc-André Dépin 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Sal Sciarrino

Sal Sciarrino 		  Vice-President, Treasurer and Director (Principal Financial and Accounting Officer)   April 22, 2010
         
/s/  William Scott Russell

William Scott Russell 		  Secretary and Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-65

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
W.H. SMITH PAPER CORPORATION
 
  By: 
/s/  Louise Paul
Louise Paul
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Gary A. Hayden

Gary A. Hayden 		  President and Director
(Principal Executive Officer) 		  April 22, 2010
         
/s/  Guy Prenevost

Guy Prenevost 		  Treasurer and Director
(Principal Financial and Accounting Officer) 		  April 22, 2010
         
/s/  Louise Paul

Louise Paul 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Jean P. Breault

Jean P. Breault 		  Director   April 22, 2010
         
/s/  Allan Hogg

Allan Hogg 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act, Cascades, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kingsey Falls, Québec, Canada, on April 22, 2010.
 
7251637 CANADA INC.
 
  By: 
/s/  Robert F. Hall
Robert F. Hall
Assistant Secretary
 
POWERS OF ATTORNEY
 
Each person whose signature to this Registration Statement appears below hereby appoints Robert F. Hall and Louise Paul, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
/s/  Mario Plourde

Mario Plourde 		  President and Director
(Principal Executive Officer and
Principal Financial and
Accounting Officer) 		  April 22, 2010
         
/s/  Robert F. Hall

Robert F. Hall 		  Assistant Secretary and Director   April 22, 2010
         
/s/  Alain Lemaire

Alain Lemaire 		  Director   April 22, 2010
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Cascades USA Inc. in the United States, on April 22, 2010.
 
Cascades USA Inc.
 
  By: 
/s/  Louise Paul
Name:     Louise Paul
  Title:  Assistant Secretary


II-67

EX-3.4 2 y83788exv3w4.htm EX-3.4 exv3w4
Exhibit 3.4
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:53 PM 01/24/2007
FILED 06:53 pm 01/24/2007
SRV 070082728 — 2901700 FILE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CASCADES AUBURN FIBER INC.
     CASCADES AUBURN FIBER INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), acting pursuant to Section 242 of the General Corporation Law, DOES HEREBY CERTIFY:
     FIRST: The Certificate of Incorporation of the Corporation, which was filed with the Secretary of State of the State of Delaware on May 28, 1998, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 10, 1998, is hereby amended to increase the number of shares of stock which the Corporation is authorized to issue from one thousand (1000) to three thousand (3000) by deleting Article FOURTH of the Certificate of Incorporation in its present form and substituting in lieu thereof a new Article FOURTH in the following form:
“FOURTH: The total number of shares of stock which the Corporation is authorized to issue is three thousand (3000) shares of Common Stock, with no par value, all of which shall be of the same class. Each holder thereof shall be entitled to one vote at all meetings of stockholders for each share of such stock standing in his name on the books of the Corporation on the record date fixed for such meeting.”
     SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law, (a) by the Board of Directors of the Corporation having duly adopted a resolution approving such amendment and declaring its advisability by means of a written consent in lieu of a meeting of the Board of Directors of the Corporation and (b) in lieu of a meeting and vote, by the sole stockholder of all of the issued and outstanding shares of capital stock of the Corporation, duly consenting in writing to the adoption of such amendment.

 

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 24th day of January, 2007.
         
  CASCADES AUBURN FIBER INC.
 		  
  By:   /s/ Nathalie Theberge    
    Name:   Nathalie Theberge   
    Title:   Assistant Secretary   
 

-2-

EX-3.6 3 y83788exv3w6.htm EX-3.6 exv3w6
Exhibit 3.6
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:12 PM 03/27/2006
FILED 04:54 PM 03/27/2006
SRV 060289067 — 4132529 FILE
 
CERTIFICATE OF FORMATION
OF
CASCADES BOXBOARD GROUP — CONNECTICUT LLC
 
     The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and acts amendatory thereof and supplemental thereof, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
     FIRST. The name of limited liability company (hereinafter called the “limited liability company”) is: Cascades Boxboard Group — Connecticut LLC.
     SECOND. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904 in the County of Kent.
     THIRD. This Certificate will be effective on March 27, 2006.
Executed this 27th day of March, 2006.
         
     
  /s/ Sandy K. Feldman    
  Sandy K. Feldman   
  Authorized Person   

 

EX-3.7 4 y83788exv3w7.htm EX-3.7 exv3w7
Exhibit 3.7
LIMITED LIABILITY COMPANY AGREEMENT
OF
CASCADES BOXBOARD GROUP — CONNECTICUT LLC
     This Limited Liability Company Agreement (this “Agreement”) of Cascades Boxboard Group — Connecticut LLC, a Delaware limited liability company, dated as of March 27, 2006, is by and between Cascades Auburn Fiber Inc., a Delaware corporation (the “Member”, which shall include any subsequent assignee member) and Cascades Boxboard Group — Connecticut LLC (the “Company”), pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware, 6 De. C. 18-101 et seq., as amended from time to time (the “Act”). Terms used in this Agreement which are not otherwise defined shall have the respective meanings given those terms in the Act.
     In consideration of the mutual covenants and agreements herein made and intending to be legally bound, the parties hereto hereby agree as follows:
     1. Name. The name of the limited liability company formed pursuant to the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Delaware on March 27, 2006 is Cascades Boxboard Group — Connecticut LLC.
     2. Purposes. The purpose of the Company is to engage in any lawful acts or activities for which limited liability companies may be organized under the Act. The Company shall have the authority to take all actions deemed necessary or convenient to accomplish its purposes and operate its business as described in this Section 2.
     3. Term. The company shall continue in existence until dissolved in accordance with the Act and this Agreement.
     4. Registered Agent and Office; Principal Office.
          (a) The registered agent for service of process on the Company and the registered office of the Company shall be as specified in the Certificate, as amended from time to time in accordance with the Act.
          (b) The principal office of the Company shall be located at such address and may be designated by the Member.
     5. Authorized Persons. The Member hereby confirms the designation of Sandy K. Feldman and the directors and officers of the Company, singly and not jointly, as “authorized persons” within the meaning of the Act to execute and cause to have filed the Certificate and any other certificate, instrument or document (including, without limitation, any amendment or other change thereto) required by the Act.
     6. Member. The Company shall have one member (the “Member”). The name and the mailing address of the initial Member are as follows:

 

 

     
Name   Address
Cascades Auburn Fiber Inc.
  c/o Cascades USA Inc.
148 Hudson River Road
Waterford, NY 12188
The name and address of any subsequent Member shall be recorded in a member register (the “Register”) maintained by the Company.
     7. Shares.
     (a) For the purposes of this Agreement, a “Share” shall mean a unit of limited liability company interest issued by the Company, which represents the rights and obligations associated therewith, including, without limitation, the right to vote, the right or obligation to receive allocations of the profits and losses of the company and the right to receive distributions of the Company’s assets in accordance with this Agreement and the Act.
     (b) There shall be no limit on the number of Shares that may be issued by the Company. With the consent of the Member, the Company may subdivide or combine the number of outstanding Shares into a greater or lesser number of outstanding Shares. The Company may issue fractional Shares.
     (c) The Shares may, but need not be, evidenced by a certificate in such form and executed by such officer or officers as the Board (as defined below) may determine.
     (d) An assignee of the Shares shall become, and be entitled to exercise the rights and powers of and be subject to the liability of, a member of the Company, including the right to participate in the management of the business and affairs of the Company. Such membership shall become effective when the assignee’s admission is reflected in the Register.
     8. Management.
     (a) Except as set forth herein, the business of the Company shall be undertaken by a board of managers, referred to in this Agreement as the board of directors (the “Board”). The Board shall initially be comprised of two directors appointed by the Member. The Member may at any time increase or decrease the number of directors on the Board and remove and replace any director with or without cause. The initial directors, who shall serve until their successors are duly appointed and have qualified, as listed on Schedule A attached hereto.
     (b) The Board may appoint individuals as officers or agents with such titles as the Board may designate to act on behalf of the Company with such power and authority as the Board may delegate to such persons. The Board may at any time replace any officer or agent with or without cause. The initial officers of the Company, who shall serve until their successors are duly appointed and have qualified, and their respective titles are listed in Schedule B attached hereto.

- 2 -

 

     (c) The Board shall conduct its proceedings in accordance with procedures as may be approved by the Member from time to time.
     (d) The directors and officers shall not be entitled to remuneration from the Company for serving in such capacity unless otherwise determined by the Member.
     9. Capital Contributions. The Member shall make an initial capital contribution of $1.00 to the Company in exchange for 100 shares. The Member shall not be required to make any additional capital contribution. However, the Member may make additional contributions to the Company as it may determine from time to time, each of which capital contributions and any Shares issued in connection therewith shall be recorded in the Register.
     10. Allocations of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
     11. Distributions. Subject to the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board.
     12. Tax Matters. The Member and the Company shall take all actions necessary to have the Company treated as a disregarded entity for United States federal income tax purposes and state tax purposes.
     13. Fiscal Year. Unless otherwise determined by the Board or required by the Internal Revenue Code of 1986, as amended, the fiscal year of the Company shall end on December 31.
     14. Amendments. Amendments to this Agreement may be made by the Member and the Company in writing from time to time.
     15. Liability of Member.
     (a) The Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that the Member shall remain personally liable as required pursuant to the Act or any other applicable law.
     (b) The Member shall not have personal liability to the company for damages for any breach of duty in such capacity.
     16. Standard of Conduct; Indemnification.
     (a) Directors and officers owe the Company and the Member a duty of loyalty and a duty of care. The duty of loyalty includes:
  (i)   accounting to the Company and holding as trustee for it, any property, profit or benefit derived by the director or officer in the conduct or winding up of the Company’s business,

- 3 -

 

  (ii)   refraining from dealing with the company as or on behalf of a party having an interest adverse to the Company, and
 
  (iii)   refraining from competing with the Company.
The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In addition, each director and officer will discharge his or her duties consistently with the obligation of good faith and fair dealing. Each director and officer shall be entitled to rely on information, opinions, reports or statements, including financial statements, in each case prepared by one or more agents or employees, counsel, public accounts or other persons employed by the Company as to matters that the director or officer believes to be within such person’s competence. A director or officer who performs his or her duties in accordance with this Section 16(a) shall not have any liability to the Company by reason of being a director or officer.
     (b) Subject to the limitations and conditions as provided in this Section 16, each individual, and their heirs, executors, administrators, legal representatives, successors and assigns, who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative, arbitrative (any of the foregoing, a “Proceeding”), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was an officer or director of the Company is or was serving at the request of the Company as a manager, director, officer, partner, joint venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted under the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), so long as the person being indemnified has performed in accordance with the limitations set forth in this Section 16, against judgments, penalties, fines, settlements and reasonable expenses (including, without limitation, attorneys’ (whether incurred in an action between the indemnified person and the Company, a third party or otherwise) and other professional fees and expenses) actually incurred by such person in connection with such Proceeding. Indemnification under this Section 16 shall continue with respect to a person who has ceased to serve in the capacity which initially entitled such person to indemnify hereunder. The rights granted pursuant to this Section 16 shall be deemed contractual rights, and no amendment, modification or repeal of this Section 16 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 16 could involve indemnification for negligence.
     The right to indemnification conferred in this Section 16 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 16 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided that the

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payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made upon the satisfaction of the following criteria:
  (i)   delivery to the Company of a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Section 16;
 
  (ii)   a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section 16 or otherwise; and
 
  (iii)   the additional terms and conditions as the Company deems appropriate.
     No indemnification will be provided to any director, officer, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or consenting to a distribution to directors or officers in violation of this Agreement or the Act, or a knowing violation of law.
     (c) The Company may indemnify and advance expenses to any person, who was or is made a party or is threatened to be made a party to or is involved in any Proceeding or any appeal in a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that such person was an employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, joint venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person to the same extent that it shall indemnify and advance expenses to directors and officers under this Section 16.
     (d) Notwithstanding any other provision of this Section 16, the Company may pay or reimburse reasonable out-of-pocket expenses (including, without limitation, attorneys’ and other professional fees and expenses) incurred by a director, officer or employee in connection with his or her appearance as a witness or other participation in a Proceeding related to or arising out of the business of the Company at a time when he or she is not a named defendant or respondent in the Proceeding.
     (e) The right to indemnification and the advancement and payment of expenses conferred in this Section 16 shall not be exclusive of any other right which a director, officer or other person indemnified pursuant to this Section 16 may have or hereafter acquire under any law (common or statutory), provision of the Certificate (as amended from time to time in accordance with the Act) or this Agreement, separate contractual arrangement, vote of the Member or disinterested directors or otherwise.
     (f) The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, joint venturer, proprietor, trustee, employee, agent or similar functionary of another

- 5 -

 

foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Section 16.
     (g) If this Section 16 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each director, officer or any other person indemnified pursuant to this Section 16 as to costs, charges and expenses (including, without limitation, attorneys’ and other professional fees and expenses), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this Section 16 that shall not have been invalidated and to the fullest extent permitted by the Act.
     (h) Notwithstanding that it may constitute a conflict of interest, the Member or its affiliates may engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the lending or borrowing of money or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company.
     17. Dissolution. The Company shall dissolve, and its affairs shall be wound up in accordance with the Act, upon the first to occur of the following:
     (a) the retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member (except for an assignment thereof) in the Company;
     (b) the agreement in writing of the Member to dissolve the Company; or
     (c) when required by the Act or other applicable law.
     18. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of laws principles thereof.
     19. Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof.
     20. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create or grant to any persons other than the Member, the Company and the persons contemplated by Section 16, any third party beneficiary rights, claims, causes of action of any kind or nature against any of the parties hereto.
     21. Counterparts. This agreement may be executed in counterparts, by facsimile or original signature, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
* * *

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          IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
         
  CASCADES AUBURN FIBER INC.
 		  
  By:   /s/ Nathalie Théberge    
    Name:   Nathalie Théberge   
    Title:   Assistant Secretary   
 
  CASCADES BOXBOARD GROUP —
CONNECTICUT LLC
 		  
  By:   /s/ Robert F. Hall    
    Name:   Robert F. Hall   
    Title:   Secretary   

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Schedule A
Directors
Laurent Lemaire
Eric Laflamme

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Schedule B
Officers
     
Eric Laflamme
Alain Dubuc
Mark Roy
Robert F. Hall
  President
Vice President, Production
Vice President, Sales and Marketing
Secretary

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EX-3.11 5 y83788exv3w11.htm EX-3.11 exv3w11
Exhibit 3.11
             
(LOGO)
   Industry Canada   Industrie Canada    
     
Certificate
   Certificat
of Amalgamation
   de fusion
 
    
Canada Business
   Loi canadienne sur
Corporations Act
   les sociétés par actions

     
 
    
CASCADES CANADA INC.
   454394-7
 
    
 
    
Name of corporation-Dénomination de la société
   Corporation number-Numéro de la société
 
    
I hereby certify that the above-named corporation resulted from an amalgamation, under section 185 of the Canada Business Corporations Act, of the corporations set out in the attached articles of amalgamation.
   Je certifie que la société susmentionnée est issue d’une fusion, en vertu de l’article 185 de la Loi canadienne sur les sociétés par actions, des sociétés dont les dénominations apparaissent dans les statuts de fusion ci-joints.
     
/s/ Richard G. Shaw
 
Richard G. Shaw
     January 1, 2010 / le 1 janvier 2010 
Date of Amalgamation — Date de fusion
Director — Directeur
    
(CANADA LOGO)

 

 

                 
(LOGO)
  Industry Canada

Canada Business
Corporations Act 		  Industrie Canada

Loi canadienne sur
les sociétés par actions 		  FORM 9
ARTICLES OF AMALGAMATION
(SECTION 185) 		  FORMULAIRE 9
STATUTS DE FUSION
(ARTICLE 185)
         
1 —
  Name of the Amalgamated Corporation   Dénomination sociale de la société issue de la fusion
 
        
 
  CASCADES CANADA INC.    
 
        
2 —
  The province or territory in Canada where the registered office is to be situated   La province ou le territoire au Canada où se situera le siége social
 
        
 
  Québec    
 
        
3 —
  The classes and any maximum number of shares that the corporation is authorized to issue   Catégories et tout nombre maximal d’actions que la société est autorisée à émettre
 
        
 
  Voir I’annexe 1 ci-jointe fait partie intégrante du présent formulaire.    
 
  See annexed Schedule 1 which is incorporate in this form.    
 
        
4 —
  Restrictions, if any, on share transfers   Restrictions sur le transfert des actions, s’il y a lieu
 
        
    Voir I’annexe 2 ci-jointe fait partie intégrante du présent formulaire. / See annexed Schedule 2 which is incorporate in this form.
 
        
5 —
  Number (or minimum and maximum number) of directors   Nombre (ou nombre minimal et maximal) d’administrateurs
 
        
 
  Minimum 1 — Maximum 10    
 
        
6 —
  Restrictions, if any, on business the corporation may carry on Aucune   Limites imposées à I’activité commerciale de la société, s’il y a lieu
 
        
7 —
  Other provisions, if any   Autres dispositions, s’il y a lieu
 
        
 
  Voir I’annexe 3 ci-jointe fait partie intégrante du présent formulaire.    
 
  See annexed Schedule 3 which is incorporate in this form.    
 
        
8 —
  The amalgamation has been approved pursuant to that section or subsection of the Act which is indicated as follows:   La fusion a été approuvée en accord avec I’article ou le paragraphe de la Loi indiqué ci-après
             
 
  o     183  
 
  þ     184 (1)
 
  o     184 (2)

 

 

                         
9 —
  Name of the amalgamating corporations   Corporation No.            Title   Tel. No.
 
  Dénomination sociale des sociétés fusionnantes   N° de la société   Signature   Date   Titre   N° de tél.
 
                        
CASCADES CANADA INC.   4404971   /s/ Robert F. Hall   2009/12/15   secretaire   819-363-5116
 
                        
6265642 CANADA INC.   6265642   /s/ Robert F. Hall   2009/12/15   secrétaire   819-363-5116
FOR DEPARTMENTAL USE ONLY — A L’USAGE DU MINISTÈRE SEULEMENT

     
IC 3190 (2004/12)
(CANADA LOGO)

 

 

SCHEDULE 1
CASCADES CANADA INC.
ARTICLES OF AMALGAMATION
PART I — RIGHTS ATTACHING TO SHARES
The corporation is authorized to issue an unlimited number of common shares, 1,000 class “A” preferred shares, 1,000 class “B” preferred shares, 1,000 class “C” preferred shares, 1,000 class “D” preferred shares, an unlimited number of class “E” preferred shares, an unlimited number of class “F” preferred shares and 1,000 class “G” preferred shares, for an unlimited consideration.
1.   COMMON SHARES
 
    The common shares shall have the following rights, privileges, restrictions and conditions:
  1.1   Right to vote. The holders of common shares shall be entitled to receive notice of any meeting of the shareholders of the corporation, to attend such meeting and to vote thereat, and each common share shall confer unto each holder thereof one vote.
 
  1.2   Dividend. The holders of common shares shall be entitled to receive all dividends declared by the corporation.
 
  1.3   Share in the remaining property. Upon liquidation of the corporation, the holders of common shares shall be entitled to share in the remaining property of the corporation.
2.   CLASS “A” PREFERRED SHARES
 
    The number of class “A” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  2.1.   Dividends. When the corporation shall declare dividends, each holder of class “A” shares shall be entitled to receive, to the extent of the dividends declared, an annual preferential and non-cumulative dividend of a maximum of three percent (3%) per year, computed on the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  2.2   Repayment. If, for any reason, and in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in

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      whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “A” shares shall be entitled, prior to the holders of the common shares, to the repayment of the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “A” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “A” shares which they hold.
  2.3   No right to additional share in profits. The Class “A” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  2.4   No right to vote. Subject to the provisions in the Canada Business Corporations Act, the holders of Class “A” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  2.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “A” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at a value equal to their “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares. The redemption shall follow the procedure outlined in Section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “A” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares; and
 
  (ii)   the fair market value of any property, other than a class “A” share, given by the corporation as payment for this consideration.

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  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “A” shares, the corporation and each subscriber of class “A” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “A” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “A” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “A” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “A” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “A” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  2.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “A” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 2.5 above or the realizable value of the net assets of the corporation.
3.   CLASS “B” PREFERRED SHARES
 
    The number of Class “B” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  3.1   Dividends. When the corporation shall declare dividends, each holder of class “B” shares shall be entitled to receive to the extent of the dividends declared, prior to the holders of class “A” shares, an annual preferential and non-cumulative dividend of a maximum of three and one quarter percent (3.25%) per year,

-6-

 

      computed on the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  3.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “B” shares shall entitled, prior to the holders of the common and class “A” shares, to the repayment of the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “B” shares which they hold.
  3.3   No right to additional share in profits. The class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  3.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “B” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  3.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “B” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “B” shares on the total made from:

-7-

 

  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “B” shares; and
 
  (ii)   the fair market value of any property, other than a class “B” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “B” shares, the corporation and each subscriber of class “B” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “B” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “B” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “B” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “B” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “B” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from other provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  3.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “B” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 3.5 above or the realizable value of the net assets of the corporation.

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4.   CLASS “C” PREFERRED SHARES
 
    The number of class “C” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  4.1   Dividends. When the corporation shall declare dividends, each holder of class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A” and class “B” shares, an annual preferential and non-cumulative dividend of a maximum of three and two quarters percent (3.50%) per year, computed on the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  4.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “C” shares shall be entitled, prior to the holders of the common, class “A” and class “B” shares, to the repayment of the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “C”             shares which they hold.
  4.3   No right to additional share in profits. The class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  4.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  4.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “C” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class

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      “C” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “C” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares; and
 
  (ii)   the fair market value of any property, other than a class “C” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “C” shares, the corporation and each subscriber of class “C” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “C” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “C” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “C” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “C” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “C” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  4.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the

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      corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “C” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 4.5 above or the realizable value of the net assets of the corporation.
5.   CLASS “D” PREFERRED SHARES
 
    The number of class “D” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  5.1   Dividends. When the corporation shall declare dividends, each holder of class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B” and class “C” shares, an annual preferential and non-cumulative dividend of a maximum of three and three quarters percent (3.75%) per year, computed on the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  5.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “D” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, and class “C” shares, to the repayment of the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “D” shares which they hold.
  5.3   No right to additional share in profits. The class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  5.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “D” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.

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  5.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “D” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “D” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares; and
 
  (ii)   the fair market value of any property, other than a class “D” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “D” shares, the corporation and each subscribe of class “D” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “D” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “D” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “D” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “D” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “D” shares, the opportunity of challenging the departmental determination before the Department or

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      before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  5.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “D” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 5.5 above or the realizable value of the net assets of the corporation.
6.   CLASS “E” PREFERRED SHARES
 
    The class “E” shares shall have the following rights, privileges, restrictions and conditions:
  6.1   Dividends. When the corporation shall declare dividends, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C”, class “D” and class “G” shares, a quarterly preferential and cumulative dividend of nine percent (9%) per year, computed on the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  6.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “E” shares shall be entitled pari passu with the holders of class “F” shares, prior to the holders of the common, class “A”, class “B”, class “C”, class “D” and class “G” shares, to the repayment of the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “E” shares which they hold.

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  6.3   No right to additional share in profits. The class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  6.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  6.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of part II below.
 
  6.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “E” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
7.   CLASS “F” PREFERRED SHARES
 
    The class “F” shares shall have the following rights, privileges, restrictions and conditions:
  7.1   Dividends. When the corporation shall declare dividends, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C”, class “D” and class “G” shares a quarterly preferential and cumulative dividend of eight point eight two five percent (8.825%) per year, computed on the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  7.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “F” shares shall be entitled pari passu with the holders of class “E” shares, prior to the holders of the common, class “A”, class

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      “B”, class “C”, class “D” and class “G” shares, to the repayment of the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “F” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “F” shares which they hold.
  7.3   No right to additional share in profits. The class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  7.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “F” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  7.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “F” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of part II below.
 
  7.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “F” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
8.   CLASS “G” PREFERRED SHARES
 
    The number of class “G” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:

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  8.1   Dividends. When the corporation shall declare dividends, each holder of class “G” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, an annual preferential and non-cumulative dividend between zero percent (0%) and fifteen percent (15%) per year, computed on the “redemption value” of the class “G” shares, as defined herein in paragraph 8.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  8.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “G” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, class “C” and class “D” shares, to the repayment of the “redemption value” of the class “G” shares, as defined herein in paragraph 8.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “G” shares.
    Insufficient assets
 
    If the assets of the corporation are insufficient in order to pay to the holders of class “G” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “G” shares which they hold.
  8.3   No right to additional share in profits. The class “G” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  8.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “G” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  8.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “G” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “G” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value

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      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “G” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “G” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “G” shares; and
 
  (ii)   the fair market value of any property, other than a class “G” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “G” shares, the corporation and each subscriber of class “G” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “G” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “G” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “G” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “G” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “G” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  8.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “G” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 8.5 above or the realizable

-17-

 

      value of the net assets of the corporation.
PART II — EXERCISE OF CERTAIN RIGHTS
1.   RIGHT TO REDEEM SHARES AT THE OPTION OF THE HOLDER
  1.1   Redemption procedure. Each holder of the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, who wishes to avail himself or herself of his or her right to redeem shares shall deliver to the registered office of the corporation or to the office of its transfer agent a notice in writing indicating the number of shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation as well as the date at which he or she wishes the redemption to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation and shall bear the signature of the person registered in the corporate records book as being the holder of these shares of the applicable class or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation, and without regard to the other classes of shares, the corporation shall proceed to redeem the shares of the applicable class and shall have thirty (30) days from the date of redemption to pay to the shareholder of the applicable class, or, in the event of a redemption of all of the shares, to the former shareholder of the applicable Class, the redemption price of his or her shares.
 
  1.2   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporation Act prevent it from paying the full redemption price to a shareholder or to a former shareholder within the time frame specified above, the corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  1.3   Partial redemption. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this class which have not been retracted and redeemed.
 
  1.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, so retracted by the shareholder and redeemed by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

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2.   RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  2.1   Redemption procedure. When the corporation plans to proceed with a redemption of class “A”, “B”, “C”, “D”, “E”, “F”, or “G” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares whose shares are to be redeemed and who is registered in the corporate records book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to be redeemed, at his or her last-known address indicated in the corporate records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  2.2   Partial redemption. If the corporation proceeds to effect a partial redemption of the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, this redemption shall be carried out proportionally to the number of issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares which have not been redeemed.
 
  2.3   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding Class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender or the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  2.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares so redeemed unilaterally by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, the whole in accordance with the provisions of the Canada Business Corporations Act.
3.   RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
 
    The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, purchased or otherwise acquired by mutual agreement, shall be automatically canceled at the date of their purchase or of their acquisition and the corporation shall reduce accordingly the

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    stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

-20-

 

SCHEDULE 2
CASCADES CANADA INC.
ARTICLES OF AMALGAMATION
RESTRICTIONS ON SHARE TRANSFERS
     No securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors expressed by resolution of the board, which consent, however, may validly be given after the transfer has been registered in the corporate records book, in which case the transfer shall be valid and take effect retroactively upon the date on which the transfer or assignment was recorded.

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SCHEDULE 3
CASCADES CANADA INC.
ARTICLES OF AMALGAMATION
OTHER PROVISIONS
     The directors of the corporation may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.

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(LOGO)
   Industry Canada

   Industrie Canada
  Corporations Canada   Corporations Canada
Form 2
Changes to the registered office or the board of directors are to be made by filing Form 3 — Change of Registered Office Address or Form 6 — Changes Regarding Directors.
Instructions
4 At least 25 per cent of the directors of a corporation must be Canadian residents. If a corporation has four directors or less, at least one director must be a Canadian resident (subsection 105(3) of the Canada Business Corporations Act (CBCA)).
If the corporation is a “distributing” corporation, there must be at least three directors.
However, the board of directors of corporations operating in uranium mining, book publishing and distribution, book sale or film and video distribution must be comprised of a majority of Canadian residents (subsection 105(3.1) of the CBCA). If the space available is insufficient, please attach a schedule to the form.
5 Declaration
In the case of an incorporation, this form must be signed by the incorporator. In the case of an amalgamation or a continuance, this form must be signed by a director or an officer of the corporation (subsection 262.(2) of the CBCA).
General
The information you provide in this document is collected under the authority of the CBCA and will be stored in personal information bank number IC/PPU-049. Personal information that you provide is protected under the provisions of the Privacy Act. However, public disclosure pursuant to section 266 of the CBCA is permitted under the Privacy Act.
If you require more information, please consult our website at www.corporationscanada.ic.gc.ca or contact us at 613-941-9042 (Ottawa region), toll-free at 1-866-333-5556 or by email at corporationscanada@ic.gc.ca.

File documents online
(except for Articles of Amalgamation):
Corporations Canada Online
Filing Centre:
www.corporationscanada.ic.gc.ca
Or send documents by mail:
Director General,
Corporations Canada
Jean Edmonds Tower South
9th Floor
365 Laurier Ave. West
Ottawa ON K1A OC8
By Facsimile:
613-941-0999
(CANADA LOGO)
Initial Registered Office Address and
First Board of Directors
(To be filed with Articles of Incorporation, Amalgamation and Continuance)
(Sections 19 and 106 of the Canada Business Corporations Act (CBCA))
1   Corporation name
 
    CASCADES CANADA INC.
 
2   Address of registered office (must be a street address, a P.O. Box is not acceptable)
772, rue Sherbrooke Ouest
NUMBER AND STREET NAME
         
Montréal   Québec   H3A 1G1
CITY
   PROVINCE/TERRITORY   POSTAL CODE
3   Mailing address (if different from the registered office)
SAME AS ABOVE þ
 
ATTENTION OF
 
NUMBER AND STREET NAME
         
 
        
CITY
   PROVINCE/TERRITORY   POSTAL CODE
4   Members of the board of directors
             
            CANADA
            RESIDENT
FIRST NAME   LAST NAME   RESIDENTIAL ADDRESS (must be a street address, a P.O. Box is not acceptable)   (YES/NO)
Robert F. Hall
       1651, Simard
Sherbrooke (Québec) J1J 3W9		   Y
 
            
Laurent Lemaire
       19, Rang des Buttes
Warwick (Québec) J0A 1M0		   Y
 
            
Alain Lemaire
       396, rue Marie-Victorin
Kingsey Falls (Québec) J0A 1B0		   Y
 
            
Allan Hogg
       10, Martel
Kingsey Falls (Québec) J0A 1B0		   Y
5   Declaration
I hereby certify that I have relevant knowledge and that I am authorized to sign and submit this form.
          /s/ Robert F. Hall
 
SIGNATURE
         
Robert F. Hall
 
PRINT NAME
   (819 ) 363-5116
 
TELEPHONE NUMBER		    
Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).
IC 2904 (2006/12)
B CORP 17 DEC’09:09


 

Exhibit 3.11
(GRAPHIC)
It Industry Canada Certificate of Amendment Canada Business Corporations Act Industrie Canada Certificat de modification Loi canadienne sur les socie’te’s par actions CASCADES CANADA INC. Name of corporation-Denomination de la soci6te I hereby certify that the articles of the above-named corporation were amended: under section 13 of the Canada Business Corporations Act in accordance with the attached notice; under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares; under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment; under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization; Richard G. Shaw Director — Directeur 440497-1 Corporation number-Numero de la societ6 Je certifie que les statuts de la societe susmentionnee ont 6t6 modifies: Q a) en vertu de 1’article 13 de la Loi canadienne sur les societes par actions, conforme’ment I 1’avis ci-joint; b) en vertu de I’article 27 de la Loi canadienne sur les societes par actions, tel qu’il est indiqu dans les clauses modificatrices ci-jointes ddsignant une se“rie d’actions; c) en vertu de I’article 179 de la Loi canadienne sur les societes par actions, tel qu’il est indique dans les clauses modificatrices ci-jointes; d) en vertu de 1’article 191 de la Loi canadienne sur les societes par actions, tel qu’il est indiqu dans les clauses de r6organisation ci-jointes; December 19,2007 / le 19 decembre 2007 Date of Amendment — Date de modification

 

 

(GRAPHIC)
Industry Canada Industrie Canada Articles of Amendment Canada Cwpontttoni dradi (Section 27 or 177 of the Canada Business Corporations Act (CBCA)) Instructions 1 |Corporation name [5] Any changes in the articles of the corporation must be made in accordance with section 27 or 177 of the CBCA. CASCADES CANADA INC. A: If an amendment involves a change of corporate name (including the addition of the English or French version of the corporate name), the new name must compfywitn sections 10 and 12 of the CBCA as well as part 2 of the regulations, and 2 I Corporation number the Articles of Amendment must be accompanied by a ‘ Canada-biased NUANS search report dated not more than n p oayspnortothensceWoftneartiitebyairpcfatJons Canada. A numbered name may be assigned under subsection 11 (2) of the CBCA without a NUANS search 3 The articles are amended as follows: D: Any other amendments must correspond to the paragraphs and subparagraphs referenced in the articles being amended. | (Pl not tnrt mor than on aactlon can b nB xl out) If the space available Is Ireutffcfent, please attach a schedute to the form. A: The corporation changes its name to: [7) Declaration This fomi must be signed by a director or an officer of the corporation (subsection 262(2) of the CBCA). General The information you provide in this document is collected B: The corporation changes the province or territory In Canada where the registered office is situated to: that you provide Is protected under the provisions of the PrivatyAct However, public disclosure pursuant to section 266 of the CBCA Is permitted under the Privacy Act q. The cxarporation cnanges the minimum ard/w maximum rwrnber of dfewtors to: If you require more Information, ptease consult our website (For a fixed number of directors, please indicate the same number in both the minimum and at www.corporationscanada.lc.gc.ca or contact us at maximum options) 613-941 -9042 (Ottawa region), toll-free at 1 -866-333-5556 wbyemailatrorporationscanada@lc.gc.ca. minimum: maximum: Prescribed Fees Corporations Canada Online Rling Centre: $200 “: other cnanS681 (e-9-’to ie classes of shares, to restrictions on share transfers, to restrictions on the By mail or fax: $200 paid by cheque payable to the Receiver businesses of the corporation or to any other provisions that are permitted by the CBCA to be set General for Canada or by credit card (American Express , out in the Articles) Please specify. MasterCard or Visa”). a) by revoking and replacing Schedule I attached to the Articles of Amalgamation of Important Reminders the Corporation; Change of regWmd offte address and/or maWng CearrifteChaofRegOffceAddress(Rxrn3). Changes of directors or change of a director’s address: CompWe and mb Changes RegaroTng Directors (Form 6). c) by establishing the rights, privileges, restrictions and conditions attached to the These forms can be filed electronical, by mail or by fax free 1.000 Class “G” preferred shares of the Corporation as those described in Schedule of charge. 1-A attached to the Articles of Amendment prepared in connection with this amendment; and d) by amending and establishing the rank of the existing classes of shares, where it is required, as a result of the creation of the Class “G” preferred shares. File documents online: Corporations Canada Online Rllng Centre: I 4 I Declaration www.corporationscanada.fc.gc,ca Or send documents by mall: hat I am a director or an officer of the corporation. Director General, Corporationa Canada Jean Edmonds Tower South 9th Floor SSlSSTiStoce1 Mt/is TfiuL. Assr.S&terAAf (& AJL 3.-3.&QC, By Facsimile: MoteMhreprBJwtattaconsliS anoffanCT .imsurrsTiaofcomliSknapsr 613-941-0999 for a lann not exceetfnfl six moulds or both (subsection 250(1) of the CBCA). CanarE! VyC -l IfMjLd. (C 3069 {2008/12) 8 CORP 20 0C’0709; 15

 

 

SCHEDULE 1-A
CASCADES CANADA INC.
ARTICLES OF AMENDMENT
PART I — RIGHTS ATTACHING TO SHARES
The corporation is authorized to issue an unlimited number of common shares, 1,000 class “A” preferred shares, 1,000 class “B” preferred shares, 1,000 class “C” preferred shares, 1,000 class “D” preferred shares, an unlimited number of class “E” preferred shares, an unlimited number of class “F” preferred shares and 1,000 class “G” preferred shares, for an unlimited consideration.
1.   COMMON SHARES
The common shares shall have the following rights, privileges, restrictions and conditions:
  1.1   Right to vote. The holders of common shares shall be entitled to receive notice of any meeting of the shareholders of the corporation, to attend such meeting and to vote thereat, and each common share shall confer unto each holder thereof one vote.
 
  1.2   Dividend. The holders of common shares shall be entitled to receive all dividends declared by the corporation.
 
  1.3   Share in the remaining property. Upon liquidation of the corporation, the holders of common shares shall be entitled to share in the remaining property of the corporation.
2.   CLASS “A” PREFERRED SHARES
The number of Class “A” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  2.1.   Dividends. When the corporation shall declare dividends, each holder of class “A” shares shall be entitled to receive, to the extent of the dividends declared, an annual preferential and non-cumulative dividend of a maximum of three percent (3%) per year, computed on the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.

 

 

  2.2   Repayment. If, for any reason, and in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “A” shares shall be entitled, prior to the holders of the common shares, to the repayment of the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares.
Insufficient assets
If the assets of the corporation are insufficient in order to pay to the holders of class “A” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “A” shares which they hold.
  2.3   No right to additional share in profits. The class “A” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  2.4   No right to vote. Subject to the provisions in the Canada Business Corporations Act, the holders of class “A” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  2.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “A” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares. The redemption shall follow the procedure outlined in Section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “A” shares on the total made from:
(i) the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares; and

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(ii) the fair market value of any property, other than a class “A” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “A” shares, the corporation and each subscriber of class “A” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “A” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “A” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “A” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “A” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “A” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  2.6   Right to purchase shares by mutual agreement. Subject to the provisions of sections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “A” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 2.5 above or the realizable value of the net assets of the corporation.
3.   CLASS “B” PREFERRED SHARES
The number of class “B” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:

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  3.1   Dividends. When the corporation shall declare dividends, each holder of class “B” shares shall be entitled to receive to the extent of the dividends declared, prior to the holders of class “A” shares, an annual preferential and non-cumulative dividend of a maximum of three and one quarter percent (3.25%) per year, computed on the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  3.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “B” shares shall entitled, prior to the holders of the common and class “A” shares, to the repayment of the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares.
Insufficient assets
If the assets of the corporation are insufficient in order to pay to the holders of class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “B” shares which they hold.
  3.3   No right to additional share in profits. The class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  3.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “B” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  3.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “B” shares, at any time and in his or discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to

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      which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “B” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “B” shares; and
 
  (ii)   the fair market value of any property, other than a class “B” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “B” shares, the corporation and each subscriber of class “B” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “B” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “B” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “B” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “B” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “B” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from other provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  3.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “B” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 3.5 above or the realizable value of the net assets of the corporation.

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4.   CLASS “C” PREFERRED SHARES
The number of class “C” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  4.1   Dividends. When the corporation shall declare dividends, each holder of class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A” and class “B” shares, an annual preferential and non-cumulative dividend of a maximum of three and two quarters percent (3.50%) per year, computed on the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  4.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “C” shares shall be entitled, prior to the holders of the common, class “A” and class “B” shares, to the repayment of the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “C” shares which they hold.
  4.3   No right to additional share in profits. The class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  4.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  4.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “C” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class

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      “C” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “C” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares; and
 
  (ii)   the fair market value of any property, other than a class “C” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “C” shares, the corporation and each subscribe of class “C” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “C” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “C” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “C” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “C” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “C” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  4.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the

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      corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “C” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 4.5 above or the realizable value of the net assets of the corporation.
5.   CLASS “D” PREFERRED SHARES
    The number of class “D” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  5.1   Dividends. When the corporation shall declare dividends, each holder of class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B” and class “C” shares, an annual preferential and non-cumulative dividend of a maximum of three and three quarters percent (3.75%) per year, computed on the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  5.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “D” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, and class “C” shares, to the repayment of the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “D” shares which they hold.
 
  5.3   No right to additional share in profits. The class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  5.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “D” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.

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  5.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “D” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “D” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares; and
 
  (ii)   the fair market value of any property, other than a class “D” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “D” shares, the corporation and each subscribe of class “D” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “D” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministére du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “D” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “D” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “D” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “D” shares, the opportunity of challenging the departmental determination before the Department or

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      before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  5.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “D” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 5.5 above or the realizable value of the net assets of the corporation.
6.   CLASS “E” PREFERRED SHARES
The class “E” shares shall have the following rights, privileges, restrictions and conditions:
  6.1   Dividends. When the corporation shall declare dividends, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C”, class “D” and class “G” shares, a quarterly preferential and cumulative dividend of nine percent (9%) per year, computed on the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  6.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “E” shares shall be entitled pari passu with the holders of class “F” shares, prior to the holders of the common, class “A”, class “B”, class “C”, class “D” and class “G” shares, to the repayment of the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “E” shares which they hold.

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  6.3   No right to additional share in profits. The class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  6.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  6.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at a value equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of part II below.
 
  6.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “E” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
7.   CLASS “F” PREFERRED SHARES
The class “F” shares shall have the following rights, privileges, restrictions and conditions:
  7.1   Dividends. When the corporation shall declare dividends, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C”, class “D” and class “G” shares, a quarterly preferential and cumulative dividend of eight point eight two five percent (8.825%) per year, computed on the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  7.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “F” shares shall be entitled pari passu with the holders of class “E” shares, prior to the holders of the common, class “A”, class

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      “B”, class “C”, class “D” and class “G” shares, to the repayment of the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “F” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “F” shares which they hold.
 
  7.3   No right to additional share in profits. The class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  7.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “F” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  7.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “F” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of Part II below.
 
  7.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “F” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
8.   CLASS “G” PREFERRED SHARES
The number of class “G” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:

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  8.1   Dividends. When the corporation shall declare dividends, each holder of class “G” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, an annual preferential and non-cumulative dividend between zero percent (0%) and fifteen percent (15%) per year, computed on the “redemption value” of the class “G” shares, as defined herein in paragraph 8.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  8.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “G” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, class “C” and class “D” shares, to the repayment of the “redemption value” of the class “G” shares, as defined herein in paragraph 8.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “G” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “G” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “G” shares which they hold.
 
  8.3   No right to additional share in profits. The class “G” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  8.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “G” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  8.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “G” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “G” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value

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      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “G” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “G” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “G” shares; and
 
  (ii)   the fair market value of any property, other than a class “G” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “G” shares, the corporation and each subscriber of class “G” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “G” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “G” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “G” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “G” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “G” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  8.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “G” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 8.5 above or the realizable

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      value of the net assets of the corporation.
PART II — EXERCISE OF CERTAIN RIGHTS
1.   RIGHT TO REDEEM SHARES AT THE OPTION OF THE HOLDER
  1.1   Redemption procedure. Each holder of the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, who wishes to avail himself or herself of his or her right to redeem shares shall deliver to the registered office of the corporation or to the office of its transfer agent a notice in writing indicating the number of shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation as well as the date at which he or she wishes the redemption to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation and shall bear the signature of the person registered in the corporate records book as being the holder of these shares of the applicable class or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation, and without regard to the other classes of shares, the corporation shall proceed to redeem the shares of the applicable class and shall have thirty (30) days from the date of redemption to pay to the shareholder of the applicable class, or, in the event of a redemption of all of the shares, to the former shareholder of the applicable Class, the redemption price of his or her shares.
 
  1.2   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporation Act prevent it from paying the full redemption price to a shareholder or to a former shareholder within the time frame specified above, the corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  1.3   Partial redemption. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this class which have not been retracted and redeemed.
 
  1.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, so retracted by the shareholder and redeemed by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

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2.   RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  2.1   Redemption procedure. When the corporation plans to proceed with a redemption of class “A”, “B”, “C”, “D”, “E”, “F”, or “G” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares whose shares are to be redeemed and who is registered in the corporate records book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to be redeemed, at his or her last-known address indicated in the corporate records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  2.2   Partial redemption. If the corporation proceeds to effect a partial redemption of the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, this redemption shall be carried out proportionally to the number of issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares which have not been redeemed.
 
  2.3   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding Class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender or the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  2.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares so redeemed unilaterally by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, the whole in accordance with the provisions of the Canada Business Corporations Act.
3.   RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
The class “A”, “B”, “C”, “D”, “E”, “F” or “G” shares, as the case may be, purchased or otherwise acquired by mutual agreement, shall be automatically cancelled at the date of their purchase or of their acquisition and the corporation shall reduce accordingly the

- 16 -

 

stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

- 17 -

 

(GRAPHIC)
W&m Industry Canada Certificate of Amalgamation Canada Business Corporations Act Industrie Canada Certificat de fusion Loi canadienne sur les societes par actions CASCADES CANADA INC. Name of corporation-Denomination de la socie’te’ I hereby certify that the above-named corporation resulted from an amalgamation, under section 185 of the Canada Business Corporations Act, of the corporations set out in the attached articles of amalgamation. Richard G. Shaw Director — Directeur 440497-1 Corporation number-Nume“ro de la societe’ Je certifie que la societe susmentionnee est issue d’une fusion, en vertu de 1’article 185 de la Loi canadienne sur les societes par actions, des societes dont les denominations apparaissent dans les statuts de fusion ci-joints. December 29,2006 / le 29 d&embre 2006 Date of Amalgamation — Date de fusion

 

 

(GRAPHIC)
1 1 Industry Canada Industrie Canada FORM 9 FORMULAIRE 0 ARTICLES OF AMALGAMATION STATUTS DE FUSION Canada Business Loi canadienne sur les (SECTION 185) (ARTICLE 185) Corporations Act socMrtg par actions ‘ ‘ 1 — Name of the Amalgamated Corporation Denomination soclale de la societ issue de la fusion CASCADES CANADA INC. 2 — Trie province or territory in Canada where the registered office Is La province ou le terrrtoire au Canada ou te situera le siege social to be situated Quebec 3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d’actlons qua la soclet est autorlaee corporation is authorized to Issue 4 emettre Voir I’annexe 1 d-jointe fait partie integrante du present formulaire. See annexed Schedule 1 which Is Incorporate in this form. 4 — Restrictions, if any, on share transfers Restrictions sur le transfer! des actions, s’il y a lieu Voir I’annexe 2 ci-jointe fait partie integrants du present formulaire. / See annexed Schedule 2 which is incorporate in this form. 5 — Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d’administrateurs Minimum 1 — Maximum 10 6 — Restrictions, if any, on business the corporation may carry on Limites imposees a I’activit commerciale de la society, s’il y a lieu Aucune 7 — Other provisions. If any Autres dispositions, s’il y a lieu Voir I’annexe 3 ci-jointe fait partie integrante du present formulaire. See annexed Schedule 3 which is incorporate in this form. 8 — The amalgamation has been approved pursuant to that section or La fusion a 6\6 approuvde en accord avec (‘article ou le paragraphe de la subsection of the Act which is indicated as follows: Lol Indlqud ci-apres D183 [TJ 184(1) Q 184(2) 9 — Name of the amalgamating corporations Corporation No. tsinnnturo Data Tit’8 Tel. No. Denomination aociale des societes fusionnames N° de la sociata aignaiure uata Titra N° de tel. CASCADES CANADA INC. 4211944 Vj -1 ‘ tot — TMSecretary t U SC -ylO 6671225 CANADA INC. 6671225 Cr s T ASU Jt. Z- — Zook-n-l i Secretary C S Mfcl-ftoo NEWFOUNDLAND CONTAINERS LIMITED t|yjQ Q J, 2 ob- fa- Secretary cm Jo) MM-Woo V ‘” “ ‘ FQR PEPAjrrrMgNTAL USEQMLY k AL ( AGEt?ttMlMlST EpL iyiENt f Q qi—) B 29 DEC’06 9:09

 

 

SCHEDULE 1
CASCADES CANADA INC.
ARTICLES OF AMALGAMATION
PART I – RIGHTS ATTACHING TO SHARES
The corporation is authorized to issue an unlimited number of common shares, 1,000 class “A” shares, 1,000 class “B” shares, 1,000 class “C” shares, 1,000 class “D” shares, an unlimited number of class “E” preferred shares and an unlimited number of class “F” preferred shares, for an unlimited consideration.
1.   COMMON SHARES
 
    The common shares shall have the following rights, privileges, restrictions and conditions:
  1.1   Right to vote. The holders of common shares shall be entitled to receive notice of any meeting of the shareholders of the corporation, to attend such meeting and to vote thereat, and each common share shall confer unto each holder thereof one vote.
 
  1.2   Dividend. The holders of common shares shall be entitled to receive all dividends declared by the corporation.
 
  1.3   Share in the remaining property. Upon liquidation of the corporation, the holders of common shares shall be entitled to share in the remaining property of the corporation.
2.   CLASS “A” PREFERRED SHARES
 
    The number of class “A” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  2.1.   Dividends. When the corporation shall declare dividends, each holder of class “A” shares shall be entitled to receive, to the extent of the dividends declared, an annual preferential and non-cumulative dividend of a maximum of three percent (3%) per year, computed on the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  2.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in

 

 

      whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “A” shares shall be entitled, prior to the holders of the common shares, to repayment of the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares.
 
      Insufficient assets
 
      If the assets of the corporation are insufficient in order to pay to the holders of class “A” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “A” shares which they hold.
 
  2.3   No right to additional share in profits. The class “A” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  2.4   No right to vote. Subject to the provisions in the Canada Business Corporations Act, the holders of class “A” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  2.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “A” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “A” shares on the total made from:
(i) the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares; and
(ii) the fair market value of any property, other than a class “A” share, given by the corporation as payment for this consideration.

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  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “A” shares, the corporation and each subscriber of class “A” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “A” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “A” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “A” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “A” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “A” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  2.6   Right to purchase shares by mutual agreement. Subject to the provisions of sections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “A” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 2.5 above or the realizable value of the net assets of the corporation.
3.   CLASS “B” PREFERRED SHARES
 
    The number of Class “B” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  3.1   Dividends. When the corporation shall declare dividends, each holder of class “B” shares shall be entitled to receive to the extent of the dividends declared, prior to the holders of class “A” shares, an annual preferential and non-cumulative dividend of a maximum of three and one quarter percent (3.25%) per year,

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      computed on the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  3.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “B” shares shall entitled, prior to the holders of the common and class “A” shares, to the repayment of the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “B” shares which they hold.
 
  3.3   No right to additional share in profits. The class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  3.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “B” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  3.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “B” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “B” shares on the total made from:

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  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “B” shares; and
 
  (ii)   the fair market value of any property, other than a class “B” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “B” shares, the corporation and each subscriber of class “B” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “B” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministére du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “B” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “B” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “B” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “B” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  3.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “B” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 3.5 above or the realizable value of the net assets of the corporation.

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4.   CLASS “C” PREFERRED SHARES
 
    The number of class “C” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  4.1   Dividends. When the corporation shall declare dividends, each holder of class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A” and class “B” shares, an annual preferential and non-cumulative dividend of a maximum of three and two quarters percent (3.50%) per year, computed on the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  4.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “C” shares shall be entitled, prior to the holders of the common, class “A” and class “B” shares, to the repayment of the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “C” shares which they hold.
 
  4.3   No right to additional share in profits. The class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  4.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  4.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “C” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class

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      “C” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “C” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares; and
 
  (ii)   the fair market value of any property, other than a class “C” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “C” shares, the corporation and each subscriber of class “C” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “C” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “C” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “C” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “C” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “C” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  4.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the

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      corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “C” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 4.5 above or the realizable value of the net assets of the corporation.
5.   CLASS “D” PREFERRED SHARES
 
    The number of class “D” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  5.1   Dividends. When the corporation shall declare dividends, each holder of class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B” and class “C” shares, an annual preferential and non-cumulative dividend of a maximum of three and three quarters percent (3.75%) per year, computed on the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  5.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “D” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, and class “C” shares, to the repayment of the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “D” shares which they hold.
 
  5.3   No right to additional share in profits. The class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  5.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “D” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.

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  5.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “D” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares; and
 
  (ii)   the fair market value of any property, other than a class “D” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “D” shares, the corporation and each subscriber of class “D” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “D” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “D” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “D” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “D” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “D” shares, the opportunity of challenging the departmental determination before the Department or

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      before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  5.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “D” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 5.5 above or the realizable value of the net assets of the corporation.
6.   CLASS “E” PREFERRED SHARES
 
    The class “E” shares shall have the following rights, privileges, restrictions and conditions:
  6.1   Dividends. When the corporation shall declare dividends, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, a quarterly preferential and cumulative dividend of nine percent (9%) per year, computed on the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  6.2   Repayment. If, for any reason and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, prior to the holders of the common, class “A”, class “B”, class “C” and class “D” shares, to repayment of the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “E” shares which they hold.

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  6.3   No right to additional share in profits. The class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  6.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  6.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of Part II below.
 
  6.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “E” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
7.   CLASS “F” PREFERRED SHARES
 
    The class “F” shares shall have the following rights, privileges, restrictions and conditions:
  7.1   Dividends. When the corporation shall declare dividends, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, a quarterly preferential and cumulative dividend of eight point eight two five percent (8.825%) per year, computed on the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  7.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, prior to the holders of the common, class “A”,

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      class “B”, class “C” and class “D” shares, to repayment of the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “F” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “F” shares which they hold.
 
  7.3   No right to additional share in profits. The class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  7.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “F” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  7.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “F” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of Part II below.
 
  7.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “F” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
PART II – EXERCISE OF CERTAIN RIGHTS
1.   RIGHT TO REDEEM SHARES AT THE OPTION OF THE HOLDER
  1.1   Redemption procedure. Each holder of the class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, who wishes to avail himself or herself of his or her right to redeem shares shall deliver to the registered office of the corporation or to

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      the office of its transfer agent a notice in writing indicating the number of shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation as well as the date at which he or she wishes the redemption to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation and shall bear the signature of the person registered in the corporate records book as being the holder of these shares of the applicable class or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation, and without regard to the other classes of shares, the corporation shall proceed to redeem the shares of the applicable class and shall have thirty (30) days from the date of redemption to pay to the shareholder of the applicable class, or, in the event of a redemption of all of the shares, to the former shareholder of the applicable Class, the redemption price of his or her shares.
  1.2   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full redemption price to a shareholder or to a former shareholder within the time frame specified above, the corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  1.3   Partial redemption. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this class which have not been retracted and redeemed.
 
  1.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, so retracted by the shareholder and redeemed by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.
2.   RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  2.1   Redemption procedure. When the corporation plans to proceed with a redemption of class “A”, “B”, “C”, “D”, “E” or “F” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “A”, “B”, “C”, “D”, “E” or “F” shares whose shares are to be redeemed and who is registered in the corporate records book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to

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      be redeemed, at his or her last-known address indicated in the corporate records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  2.2   Partial redemption. If the corporation proceeds to effect a partial redemption of the class “A”, “B”, “C”, “D”, “E” or “F” shares, this redemption shall be carried out proportionally to the number of issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her class “A”, “B”, “C”, “D”, “E” or “F” shares which have not been redeemed.
 
  2.3   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender or the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  2.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E” or “F” shares so redeemed unilaterally by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the class “A”, “B”, “C”, “D”, “E”, or “F” shares, the whole in accordance with the provisions of the Canada Business Corporations Act.
3.   RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
 
    The class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, purchased or otherwise acquired by mutual agreement, shall be automatically cancelled at the date of their purchase or of their acquisition and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

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SCHEDULE 2
RESTRICTIONS ON SHARE TRANSFERS
     No securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors expressed by resolution of the board, which consent, however, may validly be given after the transfer has been registered in the corporate records book, in which case the transfer shall be valid and take effect retroactively upon the date on which the transfer or assignment was recorded.

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SCHEDULE 3
OTHER PROVISIONS
     The directors of the corporation may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.

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(GRAPHIC)
Til Industry Canada Certificate of Amendment Canada Business Corporations Act Industrie Canada Certificat de modification Loi canadienne sur les societes par actions CASCADES CANADA INC. Name of corporation-Denomination de la soci&6 I hereby certify that the articles of the above-named corporation were amended: under section 13 of the Canada Business Corporations Act in accordance with the attached notice; under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares; under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment; under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization; Richard G. Shaw Director — Directeur 421194-4 Corporation number-Numero de la soci&e’ Je certifie que les statuts de la societe susmentionnde ont etc” modifies: Q a) en vertu de 1’article 13 de la Loi canadienne sur les societes par actions, conforme’ment a 1’avis ci-joint; D b) en vertu de 1’article 27 de la Loi canadienne sur les societes par actions, tel qu’il est indiqu6 dans les clauses modificatrices ci-jointes de“signant une se“rie d’actions; 0 c) en vertu de 1’article 179 de la Loi canadienne sur les societes par actions, tel qu’il est indiqu6 dans les clauses modificatrices ci-jointes; D d) en vertu de 1’article 191 de la Loi canadienne sur les societes par actions, tel qu’il est indique dans les clauses de reorganisation ci-jointes; May 1,2006 / le 1 mai 2006 Date of Amendment — Date de modification

 

 

(GRAPHIC)
Industry Canada Industrie Canada FORM 4 FORMULE4 ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES Canada Business Loi canadtenne sur (SECTION 27 OR 177) (ARTICLES 27 OU 177) Corporations Act tes societte par actions 1-Name of the Corporation-D4nomlrwrtk>n oclaled l ocl 4 I 2-CorporationNo.-N°delaaocUM CASCADES CANADA INC. 421194-4 3 — Th articles of the above-named corporation are amended a follow : Le statuts de la aocMU mentlonnee ckie ut sont modHUs de la facon aulvanta: By the creation of an unlimited number of class “F” shares having the rights, privileges, restrictions and conditions set out in Schedule 1 attached to the present Articles of Amendment. By amending and establishing the rank of the existing classes of shares, where it is required, as a result of the creation of the above- mentioned shares. By repealing Schedule 1 attached to the articles of amendment of the Corporation and replacing same with Schedule 1 attached to the present Articles of Amendment establishing the rights, privileges, restrictions and conditions attached to the common shares, class “A”, class “B”, class “C”, class “D”, class “E” and class “F” shares. Date Signature 4-Capacity of-En quant de 2006-04-28 (s) Robert F. Hall administrates For Departmental dm Only Printed Nam — Norn n lettres moulen A l’u aga du mlnlstere settlement ___sz. I“TM I Canada IC 3069 (2001/11) DAB MULTIMEDIA

 

 

SCHEDULE A
CASCADES CANADA INC.
ARTICLES OF AMENDMENT
PART I — RIGHTS ATTACHING TO SHARES
The corporation is authorized to issue an unlimited number of common shares, 1,000 class “A” shares, 1,000 class “B” shares, 1,000 class “C” shares, 1,000 class “D” shares, an unlimited number of class “E” preferred shares and an unlimited number of class “F” preferred shares, for an unlimited consideration.
1.   COMMON SHARES
 
    The common shares shall have the following rights, privileges, restrictions and conditions:
  1.1   Right to vote. The holders of common shares shall be entitled to receive notice of any meeting of the shareholders of the corporation, to attend such meeting and to vote thereat, and each common share shall confer unto each holder thereof one vote.
 
  1.2   Dividend. The holders of common shares shall be entitled to receive all dividends declared by the corporation.
 
  1.3   Share in the remaining property. Upon liquidation of the corporation, the holders of common shares shall be entitled to share in the remaining property of the corporation.
2.   CLASS “A” PREFERRED SHARES
 
    The number of class “A” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  2.1.   Dividends. When the corporation shall declare dividends, each holder of class “A” shares shall be entitled to receive, to the extent of the dividends declared, an annual preferential and non-cumulative dividend of a maximum of three percent (3%) per year, computed on the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  2.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in

 

 

      whole or in part, of the property or assets of the corporation to the holders of the common shares, to repayment of the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares.
 
      Insufficient assets
 
      If the assets of the corporation are insufficient in order to pay to the holders of class “A” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “A” shares which they hold.
 
  2.3   No right to additional share in profits. The class “A” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  2.4   No right to vote. Subject to the provisions in the Canada Business Corporations Act, the holders of class “A” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  2.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “A” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “A” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares; and
 
  (ii)   the fair market value of any property, other than a class “A” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration

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      At the time of the issue of the class “A” shares, the corporation and each subscriber of class “A” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “A” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “A” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “A” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “A” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “A” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  2.6   Right to purchase shares by mutual agreement. Subject to the provisions of sections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “A” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 2.5 above or the realizable value of the net assets of the corporation.
3.   CLASS “B” PREFERRED SHARES
 
    The number of Class “B” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  3.1   Dividends. When the corporation shall declare dividends, each holder of class “B” shares shall be entitled to receive to the extent of the dividends declared, prior to the holders of class “A” shares, an annual preferential and non-cumulative dividend of a maximum of three and one quarter percent (3.25%) per year, computed on the “redemption value” of the class “B” shares, as defined herein in

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      paragraph 3.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  3.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “B” shares shall entitled, prior to the holders of the common and class “A” shares, to the repayment of the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “B” shares which they hold.
 
  3.3   No right to additional share in profits. The class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  3.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “B” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  3.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “B” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “B” shares on the total made from:

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  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “B” shares; and
 
  (ii)   the fair market value of any property, other than a class “B” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “B” shares, the corporation and each subscriber of class “B” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “B” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “B” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “B” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “B” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “B” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  3.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “B” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 3.5 above or the realizable value of the net assets of the corporation.
4.   CLASS “C” PREFERRED SHARES

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    The number of class “C” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  4.1   Dividends. When the corporation shall declare dividends, each holder of class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A” and class “B” shares, an annual preferential and non-cumulative dividend of a maximum of three and two quarters percent (3.50%) per year, computed on the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  4.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “C” shares shall be entitled, prior to the holders of the common, class “A” and class “B” shares, to the repayment of the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “C” shares which they hold.
 
  4.3   No right to additional share in profits. The class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  4.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  4.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “C” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.

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  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “C” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares; and
 
  (ii)   the fair market value of any property, other than a class “C” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “C” shares, the corporation and each subscriber of class “C” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “C” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “C” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “C” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “C” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “C” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  4.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire

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      by mutual agreement and at the best possible price, all or part of the issued and outstanding class “C” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 4.5 above or the realizable value of the net assets of the corporation.
5.   CLASS “D” PREFERRED SHARES
 
    The number of class “D” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  5.1   Dividends. When the corporation shall declare dividends, each holder of class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B” and class “C” shares, an annual preferential and non-cumulative dividend of a maximum of three and three quarters percent (3.75%) per year, computed on the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  5.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “D” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, and class “C” shares, to the repayment of the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “D” shares which they hold.
 
  5.3   No right to additional share in profits. The class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  5.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “D” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.

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  5.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “D” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares; and
 
  (ii)   the fair market value of any property, other than a class “D” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “D” shares, the corporation and each subscribe of class “D” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “D” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “D” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “D” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “D” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “D” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the

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      provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  5.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “D” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 5.5 above or the realizable value of the net assets of the corporation.
6.   CLASS “E” PREFERRED SHARES
 
    The class “E” shares shall have the following rights, privileges, restrictions and conditions:
  6.1   Dividends. When the corporation shall declare dividends, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, a quarterly preferential and cumulative dividend of nine percent (9%) per year, computed on the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  6.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “E” shares shall be entitled to receive pari passu with the holders of class “F” shares, prior to the holders of the common, class “A”, class “B”, class “C” and class “D” shares, to repayment of the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “E” shares which they hold.

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  6.3   No right to additional share in profits. The class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  6.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  6.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of Part II below.
 
  6.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “E” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
7.   CLASS “F” PREFERRED SHARES
 
    The class “F” shares shall have the following rights, privileges, restrictions and conditions:
  7.1   Dividends. When the corporation shall declare dividends, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, a quarterly preferential and cumulative dividend of eight point eight two five percent (8.825%) per year, computed on the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  7.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “F” shares shall be entitled to receive pari passu with the holders of class “E” shares, prior to the holders of the common, class “A”,

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      class “B”, class “C” and class “D” shares, to repayment of the “redemption value” of the class “F” shares, as defined herein in paragraph 7.5 as “redemption value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “F” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “F” shares which they hold.
 
  7.3   No right to additional share in profits. The class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  7.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “F” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  7.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “F” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “F” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of Part II below.
 
  7.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “F” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
PART II — EXERCISE OF CERTAIN RIGHTS
1.   RIGHT TO REDEEM SHARES AT THE OPTION OF THE HOLDER
  1.1   Redemption procedure. Each holder of the class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, who wishes to avail himself or herself of his or her right to redeem shares shall deliver to the registered office of the corporation or to

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      the office of its transfer agent a notice in writing indicating the number of shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation as well as the date at which he or she wishes the redemption to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation and shall bear the signature of the person registered in the corporate records book as being the holder of these shares of the applicable class or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation, and without regard to the other classes of shares, the corporation shall proceed to redeem the shares of the applicable class and shall have thirty (30) days from the date of redemption to pay to the shareholder of the applicable class, or, in the event of a redemption of all of the shares, to the former shareholder of the applicable Class, the redemption price of his or her shares.
 
  1.2   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full redemption price to a shareholder or to a former shareholder within the time frame specified above, the corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  1.3   Partial redemption. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this class which have not been retracted and redeemed.
 
  1.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, so retracted by the shareholder and redeemed by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.
2.   RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  2.1   Redemption procedure. When the corporation plans to proceed with a redemption of class “A”, “B”, “C”, “D”, “E” or “F” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “A”, “B”, “C”, “D”, “E” or “F” shares whose shares are to be redeemed and who is registered in the corporate records book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to

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      be redeemed, at his or her last-known address indicated in the corporate records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  2.2   Partial redemption. If the corporation proceeds to effect a partial redemption of the class “A”, “B”, “C”, “D”, “E” or “F” shares, this redemption shall be carried out proportionally to the number of issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her class “A”, “B”, “C”, “D”, “E” or “F” shares which have not been redeemed.
 
  2.3   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding class “A”, “B”, “C”, “D”, “E” or “F” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender or the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  2.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D”, “E” or “F” shares so redeemed unilaterally by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the class “A”, “B”, “C”, “D”, “E”, or “F” shares, the whole in accordance with the provisions of the Canada Business Corporations Act.
3.   RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
 
    The class “A”, “B”, “C”, “D”, “E” or “F” shares, as the case may be, purchased or otherwise acquired by mutual agreement, shall be automatically cancelled at the date of their purchase or of their acquisition and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

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(GRAPHIC)
Industry Canada Certificate of Amendment Canada Business Corporations Act Industrie Canada Certificat de modification Loi canadienne sur les societes par actions CASCADES CANADA INC. Name of corporation-Denomination de la societe I hereby certify that the articles of the above-named corporation were amended: under section 13 of the Canada Business Corporations Act in accordance with the attached notice; under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares; under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment; under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization; Richard G. Shaw Director — Directeur 421194-4 Corporation number-NumeYo de la soci6t6 Je certifie que les statuts de la societe susmentionnee ont 6t6 modifies: Q a) en vertu de 1’article 13 de la Loi canadienne sur les societes par actions, conformement i 1’avis ci-joint; D b) en vertu de 1’article 27 de la Loi canadienne sur les societes par actions, tel qu’il est indiqu dans les clauses modificatrices ci-jointes de’signant une s6rie d’actions; 0 c) en vertu de 1’article 179 de la Loi canadienne sur les soci&tes par actions, tel qu’il est indiqu dans les clauses modificatrices ci-jointes; Q d) en vertu de 1’article 191 de la Loi canadienne sur les societ&s par actions, tel qu’il est indiqu dans les clauses de reorganisation ci-jointes; February 23,2006 / le 23 fevrier 2006 Date of Amendment — Date de modification

 

 

(GRAPHIC)
Industry Canada Industrie Canada FORM 4 FORMULE4 ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES Canada Business Lol canadienne sur (SECTION 27 OR 177) (ARTICLES 27 OU 177) Corporations Act les societes par actions 1 — nmiw of tt) Corporation — Denomination social d l tocltt I 2 -Corporation No. — N de la aoclet CASCADES CANADA INC. 421194-4 3 — The article of the above-named corporation are amended as follow : Lea statuts de la aoclett mentfonnee cl-d su tont modHU de la figon iiitvant : By the creation of an unlimited number of class “E” shares having the rights, privileges, restrictions and conditions set out in Schedule 1 attached to the present Articles of Amendment. By amending and establishing the rank of the existing classes of shares, where it is required, as a result of the creation of the above- mentioned shares. By repealing Schedule 1 attached to the articles of amalgamation of the Corporation and replacing same with Schedule 1 attached to the present Articles of Amendment establishing the rights, privileges, restrictions and conditions attached to the common shares, class “A”, class “B”, class “C”, class “D” and class “E” shares. By repealing Schedule 2 attached to the articles of amalgamation of the Corporation and replacing same with Schedule 2 attached to the present Articles of Amendment establishing the provisions relating to the restrictions on share transfers. By repealing Schedule 3 attached to the articles of amalgamation of the Corporation and replacing same with Schedule 3 attached to the present Articles of Amendment establishing the provisions relating to the other provisions. Date Signature 4 — Capacity of — En quillW da 2006-02-17 administrates For Departmental Use Only Printed Name-Nom en tottfwmoulee A I’usage du ministers seultnwnt Ftted Robert F. Hall /s/ Robert F. Hail I I VydllelLlcl 1C 3069 (2001/11) DAB MULTIMEDIA

 

 

SCHEDULE A
CASCADES CANADA INC.
ARTICLES OF AMENDMENT
PART I — RIGHTS ATTACHING TO SHARES
The corporation is authorized to issue an unlimited number of common shares, 1,000 class “A” shares, 1,000 class “B” shares, 1,000 class “C” shares, 1,000 class “D” shares, and an unlimited number of class “E” preferred shares, for an unlimited consideration.
1.   COMMON SHARES
 
    The common shares shall have the following rights, privileges, restrictions and conditions:
  1.1   Right to vote. The holders of common shares shall be entitled to receive notice of any meeting of the shareholders of the corporation, to attend such meeting and to vote thereat, and each common share shall confer unto each holder thereof one vote.
 
  1.2   Dividend. The holders of common shares shall be entitled to receive all dividends declared by the corporation.
 
  1.3   Share in the remaining property. Upon liquidation of the corporation, the holders of common shares shall be entitled to share in the remaining property of the corporation.
2.   CLASS “A” PREFERRED SHARES
 
    The number of class “A” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  2.1.   Dividends. When the corporation shall declare dividends, each holder of class “A” shares shall be entitled to receive, to the extent of the dividends declared, an annual preferential and non-cumulative dividend of a maximum of three percent (3%) per year, computed on the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  2.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its

 

 

      shares, each holder of class “A” shares shall be entitled, prior to the holders of the common shares, to repayment of the “redemption value” of the class “A” shares, as defined herein in paragraph 2.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares.
 
      Insufficient assets
 
      If the assets of the corporation are insufficient in order to pay to the holders of class “A” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “A” shares which they hold.
 
  2.3   No right to additional share in profits. The class “A” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  2.4   No right to vote. Subject to the provisions in the Canada Business Corporations Act, the holders of class “A” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  2.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “A” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “A” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “A” shares on the total made from:
      (i) the amount paid, in respect of these shares, to the stated capital account maintained for the class “A” shares; and
 
      (ii) the fair market value of any property, other than a class “A” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration

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      At the time of the issue of the class “A” shares, the corporation and each subscriber of class “A” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “A” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “A” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “A” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “A” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “A” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  2.6   Right to purchase shares by mutual agreement. Subject to the provisions of sections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “A” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 2.5 above or the realizable value of the net assets of the corporation.
3.   CLASS “B” PREFERRED SHARES
 
    The number of Class “B” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  3.1   Dividends. When the corporation shall declare dividends, each holder of class “B” shares shall be entitled to receive to the extent of the dividends declared, prior to the holders of class “A” shares, an annual preferential and non-cumulative dividend of a maximum of three and one quarter percent (3.25%) per year, computed on the “redemption value” of the class “B” shares, as defined herein in

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      paragraph 3.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  3.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “B” shares shall entitled, prior to the holders of the common and class “A” shares, to the repayment of the “redemption value” of the class “B” shares, as defined herein in paragraph 3.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “B” shares which they hold.
 
  3.3   No right to additional share in profits. The class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  3.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “B” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  3.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “B” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “B” shares. The redemption shall follow the procedure outlined in section (A) of part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “B” shares on the total made from:

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  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “B” shares; and
 
  (ii)   the fair market value of any property, other than a class “B” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “B” shares, the corporation and each subscriber of class “B” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “B” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “B” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “B” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “B” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “B” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  3.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “B” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 3.5 above or the realizable value of the net assets of the corporation.

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4.   CLASS “C” PREFERRED SHARES
 
    The number of class “C” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  4.1   Dividends. When the corporation shall declare dividends, each holder of class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A” and class “B” shares, an annual preferential and non-cumulative dividend of a maximum of three and two quarters percent (3.50%) per year, computed on the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  4.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “C” shares shall be entitled, prior to the holders of the common, class “A” and class “B” shares, to the repayment of the “redemption value” of the class “C” shares, as defined herein in paragraph 4.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “C” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “C” shares which they hold.
 
  4.3   No right to additional share in profits. The class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  4.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  4.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “C” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class

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      “C” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the Class “C” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “C” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “C” shares; and
 
  (ii)   the fair market value of any property, other than a class “C” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the class “C” shares, the corporation and each subscriber of class “C” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “C” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “C” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “C” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “C” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “C” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  4.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the

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      corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “C” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 4.5 above or the realizable value of the net assets of the corporation.
5.   CLASS “D” PREFERRED SHARES
 
    The number of class “D” shares shall be 1,000 and the consideration, added to the stated capital account maintained for these shares, shall be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  5.1   Dividends. When the corporation shall declare dividends, each holder of class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B” and class “C” shares, an annual preferential and non-cumulative dividend of a maximum of three and three quarters percent (3.75%) per year, computed on the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  5.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “D” shares shall be entitled, prior to the holders of the common, class “A”, class “B”, and class “C” shares, to the repayment of the “redemption value” of the class “D” shares, as defined herein in paragraph 5.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “D” shares which they hold.
 
  5.3   No right to additional share in profits. The class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.
 
  5.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “D” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.

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  5.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem, all or part of his or her shares, at a value equal to their “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “D” shares. The redemption shall follow the procedure outlined in section (A) of Part II below.
  (a)   Retraction value
 
      The “redemption value” shall be the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the corporation at the time of the issue of these class “D” shares on the total made from:
  (i)   the amount paid, in respect of these shares, to the stated capital account maintained for the class “D” shares; and
 
  (ii)   the fair market value of any property, other than a class “D” share, given by the corporation as payment for this consideration.
  (b)   Determination of the fair market value of the consideration
 
      At the time of the issue of the Class “D” shares, the corporation and each subscriber of class “D” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the corporation at the time of the issue of these class “D” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec”, or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the corporation at the time of the issue of the class “D” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the redemption of the class “D” shares shall be adjusted accordingly, provided the Department in question shall afford the corporation and each holder of class “D” shares, or, in the event of a retraction of all the shares, the corporation and each former holder of class “D” shares, the opportunity of challenging the departmental determination before the Department or

- 9 -

 

      before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  5.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “D” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 5.5 above or the realizable value of the net assets of the corporation.
6.   CLASS “E” PREFERRED SHARES
 
    The class “E” shares shall have the following rights, privileges, restrictions and conditions:
  6.1   Dividends. When the corporation shall declare dividends, each holder of class “E” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of class “A”, class “B”, class “C” and class “D” shares, a quarterly preferential and cumulative dividend of nine percent (9%) per year, computed on the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value.” It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  6.2   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the corporation to the holders of its shares, each holder of class “E” shares shall be entitled, prior to the holders of the common class “A”, class “B”, class “C” and class “D” shares, to repayment of the “redemption value” of the class “E” shares, as defined herein in paragraph 6.5 as “redemption value”, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares.
    Insufficient assets
      If the assets of the corporation are insufficient in order to pay to the holders of class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of class “E” shares which they hold.
 
  6.3   No right to additional share in profits. The class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the corporation.

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  6.4   No right to vote. Subject to the provisions of the Canada Business Corporations Act, the holders of class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  6.5   Right to redeem shares at the option of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to require the corporation to redeem all or part of his or her shares, at an amount equal to $1 per share, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the class “E” shares (the “redemption value”). The redemption shall follow the procedure outlined in section (A) of part II below.
 
  6.6   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding class “E” shares. However, this purchase price in no way shall exceed the redemption value referred to in paragraph 6.5 above or the realizable value of the net assets of the corporation.
PART II — EXERCISE OF CERTAIN RIGHTS
1.   RIGHT TO REDEEM SHARES AT THE OPTION OF THE HOLDER
  1.1   Redemption procedure. Each holder of the class “A”, “B”, “C”, “D” or “E” shares, as the case may be, who wishes to avail himself or herself of his or her right to redeem shares shall deliver to the registered office of the corporation or to the office of its transfer agent a notice in writing indicating the number of shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation as well as the date at which he or she wishes the redemption to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation and shall bear the signature of the person registered in the corporate records book as being the holder of these shares of the applicable class or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the shares of the applicable class which are being redeemed by the shareholder and which are to be redeemed by the corporation, and without regard to the other classes of shares, the corporation shall proceed to redeem the shares of the applicable class and shall have thirty (30) days from the date of redemption to pay to the shareholder of the applicable class,

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      or, in the event of a redemption of all of the shares, to the former shareholder of the applicable Class, the redemption price of his or her shares.
 
  1.2   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full redemption price to a shareholder or to a former shareholder within the time frame specified above, the corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  1.3   Partial redemption. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D” or “E” shares, as the case may be, is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this class which have not been retracted and redeemed.
 
  1.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D” or “E” shares, as the case may be, so retracted by the shareholder and redeemed by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the             shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.
2.   RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  2.1   Redemption procedure. When the corporation plans to proceed with a redemption of class “A”, “B”, “C”, “D”, or “E” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “A”, “B”, “C”, “D”, or “E” shares whose shares are to be redeemed and who is registered in the corporate records book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to be redeemed, at his or her last-known address indicated in the corporate records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  2.2   Partial redemption. If the corporation proceeds to effect a partial redemption of the class “A”, “B”, “C”, “D” or “E” shares, this redemption shall be carried out proportionally to the number of issued and outstanding class “A”, “B”, “C”, “D”, or “E” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding class “A”, “B”, “C”, “D” or “E” shares is being redeemed, the corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her class “A”, “B”, “C”, “D” or “E” shares which have not been redeemed.

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  2.3   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding class “A”, “B”, “C”, “D” or “E” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender or the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  2.4   Amendment of the stated capital account. The class “A”, “B”, “C”, “D” or “E” shares so redeemed unilaterally by the corporation shall be automatically cancelled at the date of their redemption and the corporation shall reduce accordingly the stated capital account maintained for the class “A”, “B”, “C”, “D”, “E”, or “F” shares, the whole in accordance with the provisions of the Canada Business Corporations Act.
3.   RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
 
    The class “A”, “B”, “C”, “D” or “E” shares, as the case may be, purchased or otherwise acquired by mutual agreement, shall be automatically cancelled at the date of their purchase or of their acquisition and the corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate class, the whole in accordance with the provisions of the Canada Business Corporations Act.

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SCHEDULE 2
RESTRICTIONS ON SHARE TRANSFERS
     No securities of the corporation, other than non-convertible debt securities, shall be transferred without the consent of the directors expressed by resolution of the board, which consent, however, may validly be given after the transfer has been registered in the corporate records book, in which case the transfer shall be valid and take effect retroactively upon the date on which the transfer or assignment was recorded.

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SCHEDULE 3
OTHER PROVISIONS
     The directors of the corporation may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.

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EX-3.15 6 y83788exv3w15.htm EX-3.15 exv3w15
         
Exhibit 3.15
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:18 PM 09/28/2006
FILED 01:18 PM 09/28/2006
SRV 060895239 — 4227270 FILE
 
CERTIFICATE OF INCORPORATION
OF
CASCADES ENERGY INITIATIVE INC.
 
     FIRST: The name of the Corporation is Cascades Energy Initiative Inc.
     SECOND: The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of its registered agent at that address is National Registered Agents, Inc.
     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware Code”).
     FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, par value $.001 per share.
     FIFTH: The name and mailing address of the incorporator are Marian E. Gustafson, Kirkpatrick & Lockhart Nicholson Graham LLP, 599 Lexington Avenue, 32nd Floor, New York, New York 10022-6030.
     SIXTH: The Board of Directors shall have the power to adopt, amend and repeal the by-laws of the Corporation. The stockholders entitled to vote in the election of directors may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.
     SEVENTH: Meetings of stockholders shall be held at such place, within or outside the State of Delaware, as may be designated by or in the manner provided in the by-laws of the Corporation or, if not so designated, as determined by the Board of Directors. Elections of directors need not be by written ballot except and to the extent required by the by-laws of the Corporation.

 

 

     EIGHTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
     NINTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such elimination of liability is not permitted under the Delaware Code as in effect at the time of the alleged breach of duty. Any amendment, modification or repeal of this Article or of the Delaware Code shall not adversely affect any right or protection of a director of the Corporation with respect to any alleged breach of duty occurring prior to the time of such amendment, modification or repeal.
     TENTH: (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the Delaware Code, each director or officer of the Corporation who was or is, or is threatened to be made, a party to or otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan, or a person serving another corporation, partnership, joint venture, trust, other enterprise or nonprofit entity in any of the foregoing capacities at the request of the Corporation (an “Authorized Representative”), against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise and taxes) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity or both. The Corporation shall be required to indemnify an incumbent or former director or officer in connection with a Proceeding initiated by such person only if and to the extent that such Proceeding was authorized by the Board of Directors of the Corporation or is a civil suit by such person to enforce rights to indemnification or advancement of expenses.
          (B) The Corporation shall promptly pay all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by a director or officer of the Corporation in defending or appearing (otherwise than as a plaintiff) in any Proceeding described in Paragraph (A) of this Article in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by a final, unappealable judicial decision that such person is not entitled to be indemnified for such expenses under this Article or otherwise.
          (C) The Corporation shall have the power to, and may, indemnify any person who is or was an Authorized Representative (other than an officer or director who are covered by (A) above) against loss, liability and expense in connection with a Proceeding, and may pay expenses incurred by such person in connection with such Proceeding in advance of the final disposition of the Proceeding, to the fullest extent permitted by law.

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          (D) The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article shall be presumed to have been relied upon by directors and officers of the Corporation in serving or continuing to serve the Corporation, shall continue as to a person who ceases to be an Authorized Representative, shall inure to the benefit of the heirs, executors and administrators of such person, and shall be enforceable as contract rights. Such rights shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position. The Corporation may enter into contracts to provide any Authorized Representative with specific rights to indemnification and advancement of expenses, which contracts may confer rights and protections to the maximum extent permitted by law. The Corporation may purchase and maintain insurance, borrow money, create trust funds, pledge, mortgage, or create security interests in the assets of the Corporation, obtain letters of credit, or use other means from time to time to ensure payment of such amounts as may be necessary to perform the Corporation’s obligations provided for in this Article or in any such contract. The by-laws of the Corporation may contain additional provisions implementing and supplementing the provisions of this Article.
          (E) Any amendment, modification or repeal of this Article shall not adversely affect any right or protection of a director of officer of the Corporation with respect to any act or omission occurring prior to the time of such amendment, modification or repeal.
     ELEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under §279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
          The undersigned incorporator makes this certificate for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, and hereby declares and certifies that this is the act and deed of the undersigned and that the facts stated herein are true.
Date: September 28, 2006

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  /s/ Marian E. Gustafson    
  Marian E. Gustafson   
  Incorporator   

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EX-3.16 7 y83788exv3w16.htm EX-3.16 exv3w16
Exhibit 3.16
BY-LAWS
OF
CASCADES ENERGY INITIATIVE INC.

 

 

BY-LAWS
OF
CASCADES ENERGY INITIATIVE INC.
TABLE OF CONTENTS
         
    Page
ARTICLE I MEETINGS OF STOCKHOLDERS
     1  
 
        
Section 1.1. Place of Meetings
     1  
Section 1.2. Annual Meetings
     1  
Section 1.3. Special Meetings
     1  
Section 1.4. Notice of Meetings
     1  
Section 1.5. Record Date
     1  
Section 1.6. Informal Action
     2  
Section 1.7 Action by Stockholders Not Solicited by the Board of Directors
     2  
Section 1.8 Quorum and Voting
     2  
 
        
ARTICLE II DIRECTORS
     3  
 
        
Section 2.1. Powers of Directors
     3  
Section 2.2. Number, Election, and Term of Office
     3  
Section 2.3. Vacancies
     3  
Section 2.4. Meetings of Directors
     3  
Section 2.5. Informal Action
     3  
Section 2.6. Telephone Participation in Meetings
     3  
Section 2.7 Committees of Directors
     4  
Section 2.8 Removal
     4  
Section 2.9 Compensation
     4  
 
        
ARTICLE III OFFICERS
     4  
 
        
Section 3.1. Enumeration
     4  
Section 3.2. President
     4  
Section 3.3. Vice President
     4  
Section 3.4. Secretary
     5  
Section 3.5. Treasurer
     5  
Section 3.6. Other Officers and Assistant Officers
     5  
Section 3.7. Term and Compensation
     5  
 
        
ARTICLE IV INDEMNIFICATION
     5  
 
        
Section 4.1. Mandatory Indemnification
     5  
Section 4.2. Advancement of Expenses
     6  

 

 

         
    Page
Section 4.3. Permissive Indemnification and Advancement of Expenses
     6  
Section 4.4. Basis of Rights; Other Rights
     6  
Section 4.5. Determination of Indemnification
     7  
Section 4.6. Insurance
     7  
Section 4.7. Powers of the Board
     7  
Section 4.8. Definitions
     8  
 
        
ARTICLE V SHARES OF CAPITAL STOCK
     8  
 
        
Section 5.1. Issuance of Stock
     8  
Section 5.2. Stock Certificates
     8  
Section 5.3. Transfer of Stock
     8  
Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates
     8  
Section 5.5. Regulations
     9  
Section 5.6. Holders of Record
     9  
Section 5.7. Restriction on Transfer
     9  
 
        
ARTICLE VI GENERAL PROVISIONS
     9  
 
        
Section 6.1. Corporate Seal
     9  
Section 6.2. Fiscal Year
     9  
Section 6.3. Authorization
     9  
Section 6.4. Financial Reports
     9  
Section 6.5. Effect of By-laws
     9  
 
        
ARTICLE VII AMENDMENTS
     10  

ii

 

BY-LAWS
OF
CASCADES ENERGY INITIATIVE INC.
 
ARTICLE I
MEETINGS OF STOCKHOLDERS
          Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting.
          Section 1.2. Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation’s fiscal year on such date and at such time as shall be designated by the Board of Directors.
          Section 1.3. Special Meetings. Special meetings may be called at any time by the President or the Board of Directors. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.
          Section 1.4. Notice of Meetings. A written notice stating the place, date, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a greater period of time is required by law in a particular case.
          Section 1.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. A determination of stockholders of record entitled to notice of or to vote at a meeting

 

 

of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
          Section 1.6. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
          Section 1.7. Action by Stockholders Not Solicited by the Board of Directors. Prior and as a condition to the effectiveness of any action taken pursuant to Section 1.6 of the By-laws by the Board of Directors, which has not been solicited or recommended by the Board of Directors, the Board of Directors shall have ten (10) business days from the receipt of notice of the action taken by the Stockholders, to verify the validity and legality of the action taken by the Stockholders.
          Section 1.8. Quorum and Voting. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings or the stockholders for the transaction of business, except as otherwise expressly provided by statute, by the Certificate of Incorporation or by these By-laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting (except as otherwise provided by statute). At such adjourned meeting at which the requisite amount of voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally notified. At all meetings of the stockholders each stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless such instrument lawfully provides for a longer period. At each meeting of the stockholders each stockholder shall have one vote for each share of capital stock having voting power, registered in his name on the books of the Corporation at the record date fixed in accordance with these By-laws, or otherwise determined, with respect to such meeting. Except as otherwise expressly provided by statute, by the Certificate of Incorporation or by these By-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority of the number of shares of stock present in person or represented by proxy at such meeting and entitled to vote thereat, a quorum being present.

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ARTICLE II
DIRECTORS
          Section 2.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these By-laws directed to be exercised or performed by the stockholders.
          Section 2.2. Number, Election and Term of Office. The Board of Directors shall consist of not less than one nor more than ten members as fixed from time to time by the Board of Directors. Directors need not be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal. A director may resign at any time upon written notice to the Corporation.
          Section 2.3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. The occurrence of a vacancy which is not filled by action of the Board of Directors shall constitute a determination by the Board of Directors that the number of directors is reduced so as to eliminate such vacancy, unless the Board of Directors shall specify otherwise. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
          Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time by resolution appoint; and no notice shall be required to be given of any such regular meeting. A special meeting of the Board of Directors may be called by the President or any director by giving two (2) days’ notice to each director by letter, electronic mail, telegram, telephone or other oral message. Except as otherwise provided by these By-laws, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
          Section 2.5. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
          Section 2.6. Telephone Participation in Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and

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participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
          Section 2.7 Committees of Directors. By resolutions adopted by a majority of the whole Board of Directors, the Board may designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors of the Corporation. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation (except as otherwise expressly limited by statute), including the power and authority to declare dividends and to authorize the issuance of stock, and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall have such of the powers and authority of the Board as may be provided from time to time in resolutions adopted by a majority of the whole Board. The requirements with respect to the manner in which the Executive Committee and each such other committee shall hold meetings and take actions shall be set forth in the resolutions of the Board of Directors designating the Executive Committee or such other committee.
          Section 2.8 Removal. A director may be removed by a majority vote of the stockholders with or without cause , as such term is generally used and defined under Delaware General Corporate Law.
          Section 2.9 Compensation. The directors shall receive such compensation for their services as may be authorized by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE III
OFFICERS
          Section 3.1. Enumeration. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, such number of Vice Presidents (if any) as the Board of Directors shall from time to time elect, a Secretary, a Treasurer, and such other officers (if any) as the Board of Directors shall from time to time elect. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation, who shall preside at meetings of the Board of Directors and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person.
          Section 3.2. President. The President shall be the chief executive officer of the Corporation, and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. If there shall be no Chairman of the Board, or in his or her absence or inability to act, the President shall preside at meetings of the Board of Directors and of the stockholders.
          Section 3.3. Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board of

4

 

Directors, shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President. Each Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors or the President.
          Section 3.4. Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall give notice as required by statute or these By-laws of all such meetings. The Secretary shall have custody of the seal of the Corporation and of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary may, together with the President, execute on behalf of the Corporation any contract which has been approved by the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors.
          Section 3.5. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors.
          Section 3.6. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter. In addition, each officer designated as an assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer.
          Section 3.7. Term and Compensation. Officers shall be elected by the Board of Directors from time to time, to serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time.
ARTICLE IV
INDEMNIFICATION
     Section 4.1. Mandatory Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent now or hereafter permitted by law, each director or officer of the Corporation who was or is, or is threatened to be made, a party to or otherwise involved in any

5

 

Proceeding (hereinafter defined) by reason of the fact that such person is or was an Authorized Representative (hereinafter defined), against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity or both. The Corporation shall be required to indemnify an incumbent or former director or officer in connection with a Proceeding initiated by such person only if and to the extent that such Proceeding was authorized by the Board of Directors of the Corporation or is a civil suit by such person to enforce rights to indemnification or advancement of expenses.
     Section 4.2. Advancement of Expenses. The Corporation shall promptly pay all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by an incumbent or former director or officer of the Corporation in defending or appearing (otherwise than as a plaintiff) in any Proceeding described in Section 4.1 hereof in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by a final, unappealable judicial decision that such person is not entitled to be indemnified for such expenses under this Article or otherwise.
     Section 4.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors in its discretion from time to time, indemnify any person who was or is, or is threatened to be made, a party to or otherwise involved in any Proceeding by reason of the fact that such person is or was an Authorized Representative, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity or both. The Corporation may, as determined by the Board of Directors in its discretion from time to time, pay expenses actually and reasonably incurred by any such person by reason of such person’s involvement in such a Proceeding in advance of the final disposition of the Proceeding.
     Section 4.4. Basis of Rights; Other Rights. The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article shall be presumed to have been relied upon by Authorized Representatives in serving or continuing to serve the Corporation, shall continue as to a person who ceases to be an Authorized Representative, shall inure to the benefit of the heirs, executors and administrators of such person, and shall be enforceable as contract rights. Such rights shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position. Any amendment, modification or repeal of this Article shall not adversely affect any right or protection of an Authorized Representative with respect to any act or omission occurring prior to the time of such amendment, modification or repeal.

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     Section 4.5. Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Authorized Representative is proper in the circumstances because such person has acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation (or, in the case of an employee benefit plan, in the interest of the participants and beneficiaries of the plan), and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. To the extent that an incumbent or former director or officer of the Corporation is successful on the merits or otherwise in defense of any Proceeding described in Section 4.1 hereof, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.
     Section 4.6. Insurance. The Corporation may purchase and maintain insurance on behalf of each incumbent or former director and officer against any liability asserted against or incurred by such person in any capacity, or arising out of such person’s status as an Authorized Representative, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person in any capacity, or arising out of such person’s status as an Authorized Representative, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
     Section 4.7. Powers of the Board. The Corporation may enter into contracts to provide any Authorized Representatives with specific rights to indemnification and advancement of expenses, which contracts may confer rights and protections to the maximum extent permitted by law. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to create trust funds, pledge, mortgage or create security interests in the assets of the Corporation, obtain letters of credit, or use other means from time to time to ensure payment of such amounts as may be necessary to perform the Corporation’s obligations provided for in or pursuant to this Article or any such contract.

7

 

     Section 4.8. Definitions. For the purposes of this Article:
          (A) Proceeding. “Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
          (B) Corporation. References to “the Corporation” include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Authorized Representatives, so that any person who is or was an Authorized Representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
          (C) Authorized Representative. “Authorized Representative” means a director, officer, employee or agent of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan, or a person serving another corporation, partnership, joint venture, trust, other enterprise or nonprofit entity in any of the foregoing capacities at the request of the Corporation.
ARTICLE V
SHARES OF CAPITAL STOCK
          Section 5.1. Issuance of Stock. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors.
          Section 5.2. Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President or Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.
          Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the holder’s duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer.
          Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed, or

8

 

mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond of indemnity, as the Board of Directors from time to time may determine.
          Section 5.5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation.
          Section 5.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
          Section 5.7. Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction.
ARTICLE VI
GENERAL PROVISIONS
          Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form as the Board of Directors shall from time to time determine.
          Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time.
          Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
          Section 6.4. Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants.
          Section 6.5. Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholder.

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ARTICLE VII
AMENDMENTS
          The authority to adopt, amend or repeal By-laws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting duly convened after notice of that purpose, subject always to the powers of the stockholders to adopt, amend or repeal By-laws.

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EX-3.17 8 y83788exv3w17.htm EX-3.17 exv3w17
Exhibit 3.17
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:47 PM 06/05/2007
FILED 08:30 PM 06/05/2007
SRV 070676609 — 4365005 FILE
 
CERTIFICATE OF FORMATION
OF
CASCADES ENVIROPAC HPM LLC
 
     The undersigned, in order to form CASCADES ENVIROPAC HPM LLC as a limited liability company under the Delaware Limited Liability Company Act (the “Act”), hereby certifies to the Secretary of State of the State of Delaware as follows:
     1. The name of limited liability company (the “Company”) is:
CASCADES ENVIROPAC HPM LLC
     2. The address of the registered office of the Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
     IN WITNESS WHEREOF, the undersigned, an authorized person within the meaning of Section 18-201 of the Act, has executed this Certificate of Formation as of June 5, 2007.
         
  AUTHORIZED PERSON
 		  
  /s/ Pierre Brochu    
  Pierre Brochu   
     

 

EX-3.18 9 y83788exv3w18.htm EX-3.18 exv3w18
         
Exhibit 3.18
LIMITED LIABILITY COMPANY AGREEMENT
OF
CASCADES ENVIROPAC HPM LLC
     This Agreement is made effective as of the 5th day of June, 2007, by the Person whose signature appears at the end hereof.
ARTICLE 1
DEFINITIONS
     Section 1. Definitions. In this Agreement, the following terms shall have the meanings set forth below:
  (a)   “Agreement” shall mean the Limited Liability Company Agreement.
 
  (b)   “Board of Managers” shall mean the Managers of the Company, collectively.
 
  (c)   “Capital Contribution” shall mean any contribution by the Member to the capital of the Company in cash or property.
 
  (d)   “Certificate of Formation” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State on June 5, 2007, as it may from time to time be amended.
 
  (e)   “Company” shall refer to Cascades Enviropac HPM LLC, a Delaware limited liability company.
 
  (f)   “LLC Act” shall mean the Delaware Limited Liability Company Act.
 
  (g)   “LLC Interest” shall mean the limited liability company interest of a Member in the Company.
 
  (h)   “Manager” shall mean any Person appointed or elected, from time to time, as a Manager of the Company to manage the business and affairs of the Company pursuant to this Agreement.
 
  (i)   “Member” shall mean Cascades Auburn Fiber Inc.
 
  (j)   “Officer” shall mean an agent of the Company elected by the Board of Managers, as provided in Article 5 of this Agreement.
 
  (k)   “Person” shall mean any individual, corporation, limited liability company, partnership, trust, unincorporated association or other entity.

 

 

ARTICLE 2
FORMATION
     Section 2.1 Formation. The Company was organized as a Delaware limited liability company under and pursuant to the LLC Act by the filing of the Certificate of Formation with the Delaware Secretary of State on June 5, 2007.
     Section 2.2 Name. The name of the Company is Cascades Enviropac HPM LLC, and all Company business shall be conducted in that name or such other names as the Board of Managers may select from time to time in compliance with applicable law.
     Section 2.3 Principal Office. The principal office of the Company shall be located at 236 Stevens Street S.W., Grand Rapids, Michigan.
     Section 2.4 Registered Office. The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.
     Section 2.5 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
     Section 2.6 Purpose and Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
     Section 2.7 Term. The Company began on the date the Certificate of Formation was filed with the Delaware Secretary of State and shall continue until terminated in accordance with the terms of this Agreement.
     Section 2.8 Tax Classification of the Company. The Member intends and agrees that the Company initially will be classified as a disregarded entity for federal and state income tax purposes.
     Section 2.9 Adoption of this Agreement. The Member hereby adopts this Agreement as the Limited Liability Company Agreement of the Company pursuant to the LLC Act.
ARTICLE 3
MEMBERSHIP
     Section 3.1 Member. The name and address of the sole Member is Cascades Auburn Fiber Inc., 586 Lewiston Junction Road, Auburn, Maine 04210. The Member shall be the owner of all of the LLC Interests of the Company.

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     Section 3.2 Capital Contribution. The Member shall make an initial Capital Contribution to the Company of $2,850,000. Any additional Capital Contributions by the Member shall be made at such time and in such amount and manner as determined by the Member.
     Section 3.3 Rights and Powers of Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Managers, or otherwise) in connection with any of the following matters without the vote or written consent of the Member:
  (a)   The dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent;
 
  (b)   The filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law;
 
  (c)   The consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property;
 
  (d)   The merger of the Company with any other entity;
 
  (e)   The sale of all or substantially all of the Company’s assets; or
 
  (f)   The amendment of the Certificate of Formation of this Agreement.
     Section 3.4 Action Without Meeting. Any action required to be taken by vote of the Member may be taken without a vote if a consent in writing, setting forth the action so taken, shall be signed by the Member.
     Section 3.5 Liability to Third Parties. The Member, by virtue of its status as a Member or its ownership of the LLC Interests, shall not be liable for the debts, obligations or liabilities of the Company, including, but not limited to, a judgment, decree or court order.
     Section 3.6 Distributions.
  (a)   From time to time, the Company shall distribute to the Member any cash or property which is deemed available for distribution, whether that cash or property results from operations, sales of assets, borrowings or otherwise. The amount which shall be deemed to be “available for distribution” shall be determined by the Board of Managers.

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  (b)   As required by the LLC Act, no Distribution shall be made if, after giving effect to such Distribution, the total liabilities of the Company, other than liabilities to the Member on account of its LLC Interests and liabilities of the Company for which the recourse of creditors is limited to specific property, exceeds the fair market value of the assets of the Company; the fair market value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to such extent that the fair market value of the property exceeds such liability.
ARTICLE 4
MANAGEMENT
     Section 4.1 Board of Managers. Except as otherwise specifically provided by this Agreement (including, without limitation, Section 3.3), the Board of Managers shall have the exclusive right to manage the Company’s business. The Board of Managers shall consist of the Managers of the Company. Initially, there shall be 2 Managers, Mario Plourde and Simon Gosselin shall serve as the initial Managers. The number of Managers may be increased or decreased (but not below one) by the vote or written consent of the Member. No decrease in the number of Managers constituting the Board of Managers shall shorten the term of any incumbent Manager.
     Section 4.2 Election of Managers. The Managers shall be elected by the Member. Upon the death, incapacity, resignation or removal of any Manager, a replacement Manager shall be elected by the Member.
     Section 4.3 Term of Manager; Removal. A Manager shall not have a contractual right to such position. A Manager shall serve until the earliest of: (a) the death, incapacity or resignation of such Manager; or (b) the removal of such Manager by the vote or written consent of Member.
     Section 4.4 Resignation of Manager. A Manager may resign as a Manager at any time.
     Section 4.5 Removal of Manager. A Manager may be removed, at any time, with or without cause, by the Member.
     Section 4.6 Meeting of the Managers. The Board of Managers shall meet regularly, and at no time less than quarterly, to discuss the business of the Company and to make any decisions regarding the business of the Company. A meeting of the Board of Managers may be called by any Manager. Such meetings shall be held at the principal office of the Company or such other place as a majority of the Managers decide. Notice of the time, place, and purpose of any meeting of the Managers shall be sent by the Manager calling such meeting to the other Managers of the Company personally, by facsimile, or by mail, at least five business days before such meeting.
     Section 4.7 Actions of the Managers. Subject to the provisions of Section 3.3 of this Agreement, each Manager has the power to bind the Company as provided in this Article 4; provided, however, that all decisions of the Company within the authority of the Board of

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Managers shall be decided by a majority of the Managers. No act of a Manager in contravention of such determination shall bind the Company to persons having knowledge of such determination. The act of a Manager for the purpose of apparently carrying on the usual business or affairs of the Company, including the exercise of the authority indicated in this Article 4, shall bind the Company to persons not having knowledge of a determination to the contrary, and no person dealing with the Company shall have any obligation to inquire into the power or authority of Manager to act on behalf of the Company. Each Manager agrees to indemnify the Company for any act of such Manager in contravention of the decision of the Board of Managers.
     Section 4.8 Compensation. Except as decided by the Member, a Manager shall not receive any fees or salaries for serving as a Manager of the Company. The Manager shall, however, be entitled to be reimbursed for the reasonable expenses incurred by him in performing his duties as the Manager of the Company.
     Section 4.9 Powers of Manager. Except as specially reserved to the Member in this Agreement, the Board of Managers shall have complete discretion, power and authority in the management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to carry out the business and purposes of the Company. Without limiting the generality of the foregoing, the Board of Managers is hereby authorized to:
  (a)   Expend Company funds in furtherance of the purposes of the Company;
 
  (b)   Invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited);
 
  (c)   Sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof.
 
  (d)   Manage and keep in force such insurance as may be required to reasonably protect the Company and its assets;
 
  (e)   Borrow money for and on behalf of the Company and to incur and/or guarantee obligations for and on behalf of the Company, on such terms and at such rates of interest as the Board of Managers may deem advisable and proper;
 
  (f)   Pledge the credit of the Company and grant security interests in Company assets for Company purposes;
 
  (g)   Employ such agents, employees, independent contractors, attorneys and accountants as the Board of Managers deems reasonably necessary;

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  (h)   Commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Company;
 
  (i)   Execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board of Managers may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and
 
  (j)   Take such other actions as the Board of Managers may reasonably believe to be necessary or desirable to carry out the purposes of the Company.
     Section 4.10 Books and Records. The Board of Managers shall keep or cause to be kept complete and accurate books and records of the Company as required under Section 18-305 of the LLC Act, as well as supporting documentation of transactions with respect to the conduct of the Company’s business.
     Section 4.11 Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Board of Managers shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.
     Section 4.12. Fiduciary Duties of Manager. The Manager shall perform his duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by (i) one or more agents or employees of the Company, or (ii) counsel, public accountants or other persons as to matters that the Manager believes to be within such Person’s professional or expert competence. A Manager who so performs the duties of a manager in accordance with this Section 4.12 shall have no liability by reason of being or having been a Manager of the Company.
     Section 4.13 Liability of Manager. The Manager of the Company shall not be liable for any debts, obligations or liabilities of the Company, whether arising in tort, contract or otherwise, solely by reason of being the Manager or acting (or omitting to act) in such capacity or participating in the conduct of the business of the Company.
ARTICLE 5
OFFICERS OF THE COMPANY
     Section 5.1 Election of Officers. The Board of Managers may elect a President, a Treasurer, one or more Vice Presidents and such other Officers as they may determine. Any vacancies in such offices shall be filled in the same manner. Each such Officer shall serve at the pleasure of the Board of Managers and until his successor shall have been duly elected and qualified, unless he shall die, resign or be removed. Any two or more offices may be held by the same person.

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     Section 5.2 Removal of Officers. Any Officer of the Company may be removed with or without cause by the Board of Managers whenever in it judgment the best interests of the Company will be served thereby.
     Section 5.3 Compensation. The Board of Managers shall fix the compensation, if any, of all Officers of the Company who are appointed by the Board of Managers.
     Section 5.4 President. The President shall preside at all meetings of the Members and the Board of Managers and shall have general charge of the business of the Company, subject to the control and direction of the Board of Managers. In general, the President shall have all the powers and perform all the duties normally incident to the office of president of a business corporation under the Delaware General Corporation Law, together with such other powers and duties as may from time to time be properly prescribed by the Board of Managers.
     Section 5.5 Vice President. Any one of the Vice Presidents may be designated by the Board of Managers as an Executive Vice President. At the request of the President or in his absence or during his disability, the Executive Vice President shall perform the duties and exercise the functions of the President. If there be no Executive Vice President, the Vice President designated by the Board of Managers shall perform such duties and exercise such functions in such case. Each Vice President shall have such other powers and duties as may from time to time be prescribed by the Board of Managers or the President.
     Section 5.6 Secretary. The Secretary shall attend all meetings of the Board of Managers and of the Members, and shall record all votes in the minutes of all such proceedings in a book to be maintained for such purpose. He shall give or cause to be given notice of all meetings of Members and of the Board of Managers. He shall be the custodian of the seal of the Company and shall affix the seal to any instrument when authorized by the Board of Managers. He shall keep all the documents and records of the Company, as required by law or otherwise, in a proper and safe manner. The Secretary shall have such other powers and duties as may from time to time be properly prescribed by the Board of Managers or the President.
     Section 5.7 Treasurer. The Treasurer shall be the chief financial officer of the Company and shall keep correct and complete books and records of account for the Company. Subject to the control and supervision of the Board of Managers and the President, or such other officer as the President may designate, the Treasurer shall establish and execute programs for the provision of the capital required by the Company, including negotiating the procurement of capital and maintaining adequate sources for the Company’s current borrowings from lending institutions. He shall maintain banking arrangements to receive, have custody of and disburse the funds and securities of the Company. He shall invest the funds of the Company as required, establish and coordinate policies for investment in pension and other similar accounts due the Company. The Treasurer shall have such other powers and duties as may from time to time be properly prescribed by the Board of Managers or the President.

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ARTICLE 6
INDEMNIFICATION
     Section 6.1 Indemnification of the Members and Managers. The Company shall indemnify, defend and hold harmless the Member and each Manager, and the heirs, beneficiaries and legal representatives of each Member and Manager (each, an “Indemnified Party”) from and against any and all actual or alleged losses, claims, damages, liabilities, costs and/or expenses (collectively, “Damages”) of any nature whatsoever, including without limitation, attorneys’ fees, arising out of or in connection with any action taken or omitted by a Member or Manager pursuant to authority granted by or otherwise in connection with this Agreement; provided, however, that no indemnification may be made to or on behalf of any Indemnified Party if a judgment or other final adjudication adverse to the Member or Manager establishes (i) that the Member’s or Manager’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Member or Manager personally gained in fact a financial profit or other advantage to which such the Member or Manager was not legally entitled. Any indemnity under this Section 6.1 shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available.
     Section 6.2 Advancement of Expenses. All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Person is or may be entitled to indemnification under this Article 6 shall be advanced or promptly reimbursed by the Company to such Indemnified Person in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Person or on such Indemnified Person’s behalf to repay the amount of such advances, if any, as to which such Indemnified Person is ultimately found not to be entitled to indemnification or where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Person is entitled.
     Section 6.3 Contractual Article. No repeal or amendment of this Article 6, insofar as it reduces the extent of the indemnification of any Person who could be an Indemnified Party shall, without the written consent of such Person, be effective as to such Person with respect to any event, act or omission occurring or allegedly occurring prior to the (a) date of such repeal of amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Act shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Article 6, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Article 6 shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets.
     Section 6.4 Insurance. The Company may, but need not, maintain insurance insuring the Company or Persons entitled to indemnification under this Article 6 for liabilities against which they are entitled to indemnification under this Article 6 or insuring such Persons for liabilities against which they are not entitled to indemnification under this Article 6.

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Notwithstanding the foregoing, the Company shall not conduct any clinical trials without previously obtaining ordinary and customary insurance.
     Section 6.5 Non-Exclusivity. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which any Person covered hereby may be entitled other than pursuant to this Article 6. The Company is authorized to enter into agreements with any such Person or Persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Article 6 to the full extent permitted by law.
     Section 6.6 Indemnification of Employees or Agents. The Company, by the written resolution of the Board of Managers, may indemnify and advance expenses to an Officer, employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to a Member or Manager under this Article 6; and the Company may indemnify and advance expenses to Persons who are not or were not Officers, employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such Person’s status as such a Person to the same extent that the Company may indemnify and advance expenses to a Member under this Article 6.
ARTICLE 7
DISSOLUTION
     Section 7.1 Dissolution. The Company shall be dissolved and its affairs wound up, only upon the vote or written consent of the Member.
     Section 7.2 Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs and satisfy the Company’s liabilities. The Board of Managers shall liquidate all of the Company’s assets as quickly as possible consistent with obtaining the full fair market value of said assets. During this period, the Board of Managers shall continue to operate the Company and all of the provisions of this Agreement shall remain in effect. The Board of Managers shall notify all known creditors and claimants of the dissolution of the Company in accordance with the LLC Act.
     Section 7.3 Final Distribution. The proceeds from the liquidation of the Company’s assets shall be distributed in the following order of priority: (a) to the payment of all liquidating expenses, including accounting and legal fees, and all costs of sale; (b) to creditors of the Company in satisfaction of the liabilities of the Company, whether by payment or by establishment of adequate reserves; and (c) to the Member.
     Section 7.4 Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company shall be terminated, and the Board of Managers (or such other Person or Persons as the LLC Act may required or permit) shall file a certificate of cancellation with the Delaware Secretary of State, and take such other actions as may be necessary to terminate the Company.

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ARTICLE 8
MISCELLANEOUS
     Section 8.1 Amendment of Certificate of Formation or this Agreement. The Certificate of Formation or this Agreement may be amended only by the vote or written consent of the Member.
     Section 8.2 Governing Law. This Agreement and the obligations of the Member and the Managers hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Delaware.
     Section 8.3 Severability. If any provisions of this Agreement or the application of the provisions of this Agreement to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the extent permitted by law.
     Section 8.4 Captions. The captions used in this Agreement are inserted for convenience only and are not part of this Agreement.
     Section 8.5 Gender. The masculine, feminine or neuter pronouns used in this Agreement shall be deemed to includes the masculine, feminine or neuter genders, as appropriate.
     Section 8.6 No Rights Created in Third Persons. This Agreement is intended solely for the benefit of the party hereto and does not create any rights in persons not a party to this Agreement.
[signature page follows]

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     IN WITNESS WHEREOF, the Member has signed this Agreement as of the date first written above.
         
  Cascades Auburn Fiber Inc.
 		  
  By:   /s/ Nathalie Theberge    
  Nathalie Theberge   
  Assistant Secretary   

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EX-3.20 10 y83788exv3w20.htm EX-3.20 exv3w20
Exhibit 3.20
GENERAL BY-LAWS
OF
CASCADES FINE PAPERS GROUP (USA) INC.
     Except as otherwise specifically regulated or expressly provided by law, statute, or the Certificate of Incorporation, the following By-Laws shall apply in all respects.
ARTICLE I. MEETINGS OF SHAREHOLDERS
     Sec. 1.01 ANNUAL MEETING. The annual meeting of shareholders shall be held not more than 180 days after the end of the fiscal year of the Corporation at such date, time and place within or without the State of New York as shall be established by resolution of the Board of Directors.
     Sec. 1.02 SPECIAL MEETING. Special Meetings of shareholders for any purpose or purposes may be called by the Board of Directors or the President, and shall be called by the President or the Secretary at the request in writing of a majority of the Directors, or at the request in writing of shareholders owning at least a majority in amount of the shares issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting. All special meetings of shareholders shall be held at such date, time and place within or without the State of New York as shall be established by resolution of the Board of Directors, or, absent such a resolution, as shall be stated in the notice of the meeting.
     Sec. 1.03 NOTICE OF MEETING. Written notice of the place, date and hour of any annual or special meeting of shareholders shall be given personally to each shareholder, by mail, facsimile, other means of electronic transmission or by courier service, addressed to each such shareholder at his address as it appears on the books of the Corporation not less than 10 nor more than 50 days prior to such meeting, provided, however, that a copy of such notice may be given by third class mail not fewer than 24 nor more than 55 days. The notice of any special meeting shall state, in addition, the purpose or purposes for which the meeting is called, and by or at whose direction it is being issued. When any action proposed to be taken would, if taken, entitle shareholders fulfilling the requirements of the Business Corporation Law to receive payment for their shares, the notice shall include a statement of such purpose and to that effect. At any meeting at which all shareholders are present, or of which all shareholders not present have waived in writing the giving of such notice, the notice otherwise required may be dispensed with.
     Sec. 1.04 QUORUM. The holders of a majority of the shares issued and outstanding and then entitled to vote, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of shareholders. If such a quorum shall not be present or represented at any meeting, a majority of the shareholders present or represented by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

 

 

At any such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the meeting as originally noticed.
     Sec. 1.05 VOTING. At any meeting of shareholders, all elections and all other questions, the manner of deciding which is not otherwise specifically regulated by these By-Laws, shall be determined by vote of a majority of the shares present or represented at such meeting and voting on such questions. Each shareholder of record shall be entitled to one vote for every share of stock standing in his name on the books of the Corporation. All voting shall be vive voce, except that any shareholder may request that the vote be by ballot, in which case each ballot shall state the name of the shareholder voting, the number of shares standing in his name on the books of the Corporation, and, if such ballot be cast by proxy, the name of the proxy.
     Sec. 1.06 ORDER OF BUSINESS. The order of business at all meetings of the shareholders shall be as follows:
  (a)   Roll call.
 
  (b)   Proof of notice of meeting or waiver of notice.
 
  (c)   Reading of minutes of preceding meeting.
 
  (d)   Reports of Officers.
 
  (e)   Reports of Committees.
 
  (f)   Announcement of Inspectors of Election, if applicable.
 
  (g)   Election of Directors, if applicable.
 
  (h)   Unfinished business.
 
  (i)   New business.
     Sec. 1.07 BUSINESS TRANSACTED. At the annual meeting, Directors shall be elected and such other business transacted as may be properly brought before the meeting. At any special meeting, no business shall be transacted other than that specified in the notice of such meeting unless all shareholders entitled to notice thereof consent to the transaction of such business.
     Sec. 1.08 PROXIES. Every shareholder having a right to vote at any meeting or to express consent or dissent shall be entitled to authorize another person or persons to vote for him by proxy. Every proxy must be in writing and executed by the shareholder or his attorney-in-fact, thereunto duly authorized in writing. Every proxy, unless it states that it is irrevocable as permitted by law, shall be revocable at the pleasure of the person executing it. No proxy shall be valid after the expiration of 11 months from the date thereof.
     Sec. 1.09 RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to any action taken without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board may fix, in advance, a record date. Such date shall not be more than 50 nor less than ten days before the date of any such meeting, nor more than 50 days prior to any other action.

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          In each such case, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books or the Corporation after any such record date so fixed.
          If no record date is fixed as provided in this section, then the close of business on the day next preceding the day on which notice of the meeting is mailed, or the close of business on the day on which the resolution is adopted, as the case may be, shall be the record date for determination of shareholders entitled to notice of such meeting, or to receive such distribution.
          When any determination is made as provided in this section, such determination shall apply to any adjournment of any meeting except where a new record date is fixed by the Board for such adjourned meeting.
     Sec. 1.10 ACTION WITHOUT MEETING. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting, on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. However, this section shall not be construed to alter or modify any provisions of law or of the Certificate of Incorporation under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.
     Sec. 1.11 ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and financial condition of the Corporation.
ARTICLE II. DIRECTORS
     Sec. 2.01 NUMBER. The Board of Directors (the “Board”) of the Corporation shall be composed of not less than three nor more than 15 natural persons, 18 years of age or more, who need not be shareholders. When all the shares are owned beneficially and of record by less than three shareholders, the number of directors may be less than three, but not less than the number of shareholders. The Board shall include such number of Directors, within the maximum and minimum set forth above, as shall be determined from time to time by resolution adopted by the vote of a majority of the entire Board. In the event of any such increase in the number of Directors, within such limits, the vacancy or vacancies so resulting shall be filled in accordance with the provisions of Section 2.09.
     Sec. 2.02 HOW ELECTED. Directors shall be elected at the annual meeting of shareholders and the number of persons, corresponding to the number of directors to be elected, who shall receive a plurality of the votes cast, shall be elected and shall constitute the Board of Directors.
     Sec. 2.03 TERM OF OFFICE. The term of office of each Director shall be until the next annual meeting of shareholders, and thereafter until his successor has been elected and has qualified.

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     Sec. 2.04 DUTIES. The Board may exercise all powers of the Corporation and shall have the control and general management of the affairs and business of the Corporation. The Directors shall in all cases act as a Board, regularly convened, and may, by majority vote, take such action and adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper.
     Sec. 2.05 DIRECTOR’S MEETINGS. Regular meetings of the Board shall be held immediately following the annual meeting of shareholders, and at such other times as the Board may determine by resolution. Special meetings of the Board may be called by the President at any time and shall be called by the President or the Secretary upon the written request of two directors. Meetings of the Board shall be held at such date, time and place within or without the State of New York as may be determined by the Board.
     Sec. 2.06 NOTICE OF MEETING. At least two days before the date of any meeting of the Board of Directors, other than the regular annual meeting or any regular meeting held in accordance with a resolution establishing such meeting or meetings duly adopted by the Board, the Secretary shall serve personally, by mail facsimile, other means of electronic transmission or by courier service upon each Director a written notice of such meeting. Such notice shall be addressed to each Director at his or her address as shown on the records of the Secretary and shall specify the place, date and time of such meeting. At any meeting at which all Directors are present, or of which all Directors not present have waived in writing the giving of such notice, any notice otherwise required shall be dispensed with and any business may be transacted which could have been transacted if the same were specified in such notice.
     Sec. 2.07 QUORUM. At all meetings of the Board, a majority of the entire Board shall be necessary to and constitute a quorum for the transaction of business. If a quorum shall not be present, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
     Sec. 2.08 VOTING. At all meetings of the Board each Director shall have one vote irrespective of the number of shares of stock that he may hold, and the act of a majority of the entire Board at a meeting at which a quorum is present shall be the act of the Board.
     Sec. 2.09 VACANCIES. Vacancies in the Board occurring during terms of office, whether occurring upon removal with or without cause, or otherwise, shall be filled for the remainder of the term by the vote of a majority of the Directors then in office, although less than a quorum.
     Sec. 2.10 REMOVAL OF DIRECTORS. All or any of the Directors may be removed, (a) either with or without cause, at any time by a majority vote of “the shares” entitled to vote for the election of Directors at a special meeting called for that purpose and (b) with cause, by the Board, by a majority vote of all Directors then in office.
     Sec. 2.11 RESIGNATION. Any Director may resign at any time by written notice to the Board, the President or the Secretary. Unless an effective date is specified in such notice,

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it shall become effective upon receipt by the Board or such officer, and no action on such resignation shall be necessary to make it effective.
     Sec. 2.12 COMMITTEES. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members one or more committees, each consisting of three or more Directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board. However, no such committee shall have authority as to any of the following matters:
  (a)   the submission to shareholders of any action as to which shareholders’ authorization is required by law;
 
  (b)   the filling of vacancies in the Board or on any committee;
 
  (c)   the fixing of compensation of any Director for serving on the Board or on any committee;
 
  (d)   the amendment or repeal of these By-Laws, or the adoption of new By-Laws;
 
  (e)   the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
     The Board may designate one or more Directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee. Each such committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board.
     Sec. 2.13 COMPENSATION. The Board may determine, from time to time, the amount of compensation plus expenses of attendance, to be allowed Directors, other than officers, for their attendance at any meeting of the Board or of its committees.
     Sec. 2.14 ACTION WITHOUT MEETING. Whenever the Board or any Committee thereof is required or permitted to take any action, such action may be taken without a meeting, on written consent, setting forth the adoption of a resolution authorizing the action, signed by all members of the Board or the Committee, which resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board or Committee.
     Sec. 2.15 TELEPHONE PARTICIPATION. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, which form of participation shall constitute presence in person at that meeting.
ARTICLE III. EXECUTIVE COMMITTEE
     Sec. 3.01 APPOINTMENT. The Board may, by resolution adopted by a majority of the entire Board, designate not less than three nor more than five Directors who shall serve at

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the pleasure of the Board and shall constitute the Executive Committee. Vacancies in the Executive Committee may be filled by similar resolution at any meeting of the Board.
     Sec. 3.02 DUTIES. The Executive Committee shall advise and aid the officers of the Corporation in all matters concerning the Corporation’s interests and the management of the Corporation’s business, and when the Board of Directors is not in session the Executive Committee shall have and may exercise all the powers and authority of the Board with reference to the conduct of such business, subject to the limitations of Section 2.12(a)-(e) and as such exercise may be restricted by resolution of the Board.
          The Executive Committee, unless otherwise provided by the Board, shall fix the salary or compensation of each officer whether or not such officer be a Director, but shall not determine the compensation of any member of the Executive Committee.
     Sec. 3.03 MEETINGS. Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix in advance. Other meetings of the Executive Committee may be called by any member thereof either by oral, telegraphic or written notice not later than the day prior to the date set for such meeting. Such notice shall state the date, time and place of the meeting and, if by telegram or in writing, shall be addressed to each member at his address as shown on the records of the Secretary. Upon request by any member, the Secretary shall give the required notice calling the meeting.
     Sec. 3.04 QUORUM. At any meeting of the Executive Committee, three members shall constitute a quorum. Any action of the Executive Committee, to be effective, must be authorized by the affirmative vote of a majority of the members thereof present, and in any event, shall require not less than three affirmative votes.
     Sec. 3.05 MINUTES. The Secretary shall keep the minutes of the meetings of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for its information.
ARTICLE IV. OFFICERS
     Sec. 4.01 NUMBER. The officers of the Corporation shall be a President, one or more Vice Presidents (the number of such Vice Presidents to be determined by the Board), a Secretary and a Treasurer. The Board may also elect or appoint a Chairman of the Board and shall appoint such other officers, assistant officers, agents and employees as it shall deem necessary, who shall have such authority and shall perform such duties as shall be prescribed by the Board from time to time. Any two or more offices may be held by the same person, except the offices of President and Secretary.
     Sec. 4.02 ELECTION. Each officer shall be elected annually by the Board at its meeting held immediately following the annual meeting of shareholders, and shall hold office until the meeting of the Board immediately following the next annual meeting of shareholders, and the election and qualification of his successor. The President shall be elected from the members of the Board.

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     Sec. 4.03 DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows:
CHAIRMAN OF THE BOARD
     The Chairman of the Board, if elected or appointed by the Board, shall preside at all meetings of shareholders and of the Board, and shall have such other powers and perform such duties as may from time to time be assigned by the Board, including the specified duties of any other officers.
CHIEF EXECUTIVE OFFICER
     The Chief Executive Officer, if elected or appointed by the Board, shall be responsible for the execution, carrying out and fulfillment of all policies, determinations and regulations of the Board, as well as the formulation and presentation to the Board of long range plans for the corporation, and shall have such other powers and perform such duties as may from time to time be assigned by the Board.
CHIEF OPERATIONS OFFICER
     The Chief Operations Officer, if elected or appointed by the Board, shall be responsible for the day to day operations, management and activity of the corporation, and shall have such other powers and perform such duties as may from time to time be assigned by the Board.
PRESIDENT
     The President shall be Chief Executive Officer; if there be no Chairman or in the absence of the Chairman, he shall preside at all meetings of shareholders and directors; he shall be ex officio a member of all standing committees, shall have general and active management and control of the business and affairs of the Corporation subject to control of the Board, and shall see that all orders and resolutions of the Board are carried into effect.
VICE PRESIDENT
     The Vice President, or if there be more than one, the Vice Presidents in order of their seniority or in any other order determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of President, and shall generally assist the President and perform such other duties as the Board or the President shall prescribe.
SECRETARY
     The Secretary shall attend all meetings of the Board and all meetings of shareholders, and record the minutes of all proceedings and all votes in a book to be kept for that purpose, and shall perform like duties for standing committees when required. He shall give, or cause to be given, notice of all meetings of shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or President, under whose supervision he shall act. He shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his

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signature or the signature of the Treasurer, Assistant Secretary or Assistant Treasurer. He shall keep in safe custody the certificate books and shareholder records and such other books and records as the Board may direct, and shall perform all other duties incident to the office of Secretary.
ASSISTANT SECRETARY
     The Assistant Secretaries, if any, in order of their seniority or any other order determined by the Board, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board or the Secretary shall prescribe.
TREASURER
     The Treasurer shall have care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. Except as otherwise provided by resolution of the Board, the Treasurer shall disburse funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Board at any regular meeting, or whenever they may request it, an account of all his transactions required by the Board. The Treasurer shall give the Corporation a bond for such term, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
ASSISTANT TREASURER
     The Assistant Treasurers, if any, in order of their seniority or in any other order determined by the Board, shall in the absence or disability of the Treasurer, perform the duties and exercise the power of Treasurer, and shall perform such other duties as the Board or the Treasurer shall prescribe.
CONTROLLER
     The Controller, if any, shall maintain adequate records of all assets, liabilities and transactions of the Corporation and shall have adequate audits thereof currently and regularly made. In conjunction with other officers, he shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with maximum safety, efficiency and economy. He shall attend such meetings and shall report to the President or the Board, as the Board may prescribe. His duties and powers shall extend to all subsidiary corporations and, so far as the President may deem applicable, to all affiliated corporations.

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ASSISTANT CONTROLLER
     The Assistant Controller, or if there be more than one, the Assistant Controllers in order of their seniority or any other order determined by the Board, shall in the absence or disability of the Controller, perform the duties and exercise the powers of Controller, and shall perform such other duties as the Board or the Controller shall prescribe.
     Sec. 4.04 VACANCIES, HOW FILLED. All vacancies in any office shall be filled for the unexpired portion of the term by the Board without undue delay at its next regular meeting or at a meeting specifically called for that purpose.
     Sec. 4.05 REMOVAL OF OFFICERS. The Board may remove any officer at any time, with or without cause, by a majority vote of the entire Board.
     Sec. 4.06 RESIGNATION. Any Officer may resign at any time by giving written notice to the Board, the President or the Secretary. Unless an effective date is specified in such notice, it shall become effective upon receipt by the Board or such officer, and no action on such resignation shall be necessary to make it effective.
     Sec. 4.07 COMPENSATION OF OFFICERS. The officers shall receive such salary or compensation as may be determined by the Executive Committee, if any, unless otherwise provided by the Board and except as limited by Section 3.02. If an Executive Committee is not appointed, and to the extent the Committee cannot act by virtue of Section 3.02, the Board shall determine such salary or compensation. The fact that any officer is a director shall not preclude him from receiving a salary or from voting upon any resolution establishing the same.
     Sec. 4.08 REPAYMENT OF DISALLOWED COMPENSATION. Any payments made to an officer by way of salary, commission, bonus, interest, rent, or entertainment expense incurred by such officer, which shall be disallowed in whole or in part as a deductible expense of the Corporation by the Internal Revenue Service, shall be reimbursed by such officer to the full extent of such disallowance. The Board shall be responsible for enforcing repayment of each such amount disallowed and, subject to the determination of the Board, proportionate amounts may be withheld from future compensation payments to such officer until amounts repayable have been repaid in full. The Board shall determine whether repayment of any such amounts is to be made over a period of one or more years, but any such repayment shall be made over no longer a period than five years.
ARTICLE V. CORPORATE SEAL
     Sec. 5.01 FORM. The Board shall adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization, the words “Corporate Seal, New York” and such other matters as the Board may consider proper.
ARTICLE VI. SHARE CERTIFICATES
     Sec. 6.01 FORM; SIGNATURE. The certificates for shares shall be in such form as the Board may determine from time to time. Such certificates shall be signed by the President

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or Vice President and the Secretary or Treasurer and shall be sealed with the seal of the Corporation. Such seal may be a facsimile, engraved or printed. Where any such certificate is signed by a transfer agent or registered by a registrar, other than the Corporation itself, the signatures of any such President, Vice President, Secretary or Treasurer upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued with the same effect as if he were such officer and had not ceased to be such at the date of its issue.
          Every certificate of stock issued shall plainly state upon the face thereof: That the Corporation is formed under the laws of the State of New York; the name of the registered holder; the number, kind and class of shares, and the designation of the series, if any, which it represents; and the par value of each share represented by such certificate or a statement that such shares are without par value.
          Each series of certificates shall be consecutively numbered. The name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Corporation’s books as well as on the face of such certificate.
     Sec. 6.02 TRANSFERS OF CERTIFICATES. Certificates for shares shall be transferable on the books of the Corporation, by the holder thereof in person or by his attorney, upon surrender for cancellation of such certificates, together with evidence of succession, assignment or authority to transfer and payment of any applicable transfer taxes.
     Sec. 6.03 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES. No certificate for shares of stock shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of evidence of the loss, theft or destruction, and upon indemnification of the Corporation and its agents to the extent and in the manner the Board may from time to time prescribe.
     Sec. 6.04 REGULATIONS. The Board shall have the power and authority to make such rules and regulations as it may deem expedient, concerning the issue, transfer and registration of certificates for shares.
     Sec. 6.05 TRANSFER AGENT AND REGISTRAR. The Board may appoint one or more transfer agents or transfer clerks and/or one or more registrars of transfers, and may require all stock certificates to bear the signature of a transfer agent or transfer clerk and/or a registrar of transfers. The Board may at any time terminate the appointment of any transfer agent or transfer clerk or any registrar of transfers.
     Sec. 6.06 OWNER OF CERTIFICATE. The holder of record of any certificate for shares shall be deemed the holder in fact thereof and the corporation shall not be bound to recognize any equitable or legal claim to or interest in such certificate on the part of any other persons, whether or not it shall have actual or other notice thereof, except as otherwise expressly provided by law.

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ARTICLE VII. DIVIDENDS
     Sec. 7.01 WHEN DECLARED. The Board may declare dividends in cash, in property, or in the shares of the Corporation, from the surplus profits of the Corporation whenever, in its opinion, the conditions of the Corporation’s affairs will render it expedient for such dividends to be declared.
     Sec. 7.02 PAYMENT. The Board, in declaring any dividend, may determine the shareholders entitled to receive such dividend by fixing a record date for the determination of shareholders and making any such dividend payable only to those persons who are shareholders of record as of such date. The Board may also determine the date when payment of any such dividend is to be made.
     Sec. 7.03 RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the best interest of the Corporation, and the Board may modify or abolish any such reserve in the same manner as it was created.
ARTICLE VIII. CONTRACTS, BILLS, NOTES, DEPOSITORIES
     Sec. 8.01 BILLS, NOTES, ETC. All Bills payable, notes, checks, drafts, warrants or other negotiable instruments shall be made in the name of the Corporation, and shall be signed and countersigned by such officers or agents as shall be designated by resolution of the Board. No officer or agent of the Corporation either singly or jointly with others, shall have the power to make any bill payable, note, check, draft or warrant or other negotiable instrument, or endorse the same in the name of the Corporation or contract or cause to be contracted any debt or liability in the name or in behalf of the Corporation, except as herein expressly prescribed and provided.
     Sec. 8.02 CONTRACTS. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general and continuing or may be confined to specific instances.
     Sec. 8.03 DEPOSITORIES. The Board shall designate the trust company, or trust companies, bank or banks, in which shall be deposited the money or securities of the Corporation.
ARTICLE IX. OFFICES
     Sec. 9.01 PRINCIPAL OFFICE. The principal office of the Corporation shall be in the City of Harris, County of Sullivan and State of New York, and the exact address of such office may be determined, and changed, from time to time by resolution of the Board.
     Sec. 9.02 OTHER OFFICES. The Corporation may have offices and places of business at such other places within or without the State of New York, as the Board may from time to time determine, or the business of the Corporation may require.

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ARTICLE X. FISCAL YEAR
     Sec. 10.01 FISCAL YEAR. Unless otherwise fixed by resolution of the Board, the fiscal year shall commence on December 31.
ARTICLE XI. INSPECTORS OF ELECTION
     Sec. 11.01 INSPECTORS OF ELECTION. The Board, prior to the annual meeting of shareholders in each year, shall appoint one or more inspectors of election to act at such annual meeting and at all other meetings of shareholders held during the ensuing year. In the event of the failure of the Board to make any such appointments, or if any inspector of election shall for any reason fail to attend and act at such meeting, an inspector of election or inspectors of election, as the case may be, may be appointed by the chairman of the meeting at which such inspectors are to act.
ARTICLE XII. AMENDMENTS
     Sec. 12.01 BY SHAREHOLDERS. These By-Laws may be amended or repealed and new By-Laws adopted by the affirmative vote of the holders of a majority of the shares at the time entitled to vote for the election of directors, at any meeting for which the notice of meeting specifies such amendments, alterations, changes or action proposed to be taken with regard to these By-Laws.
     Sec. 12.02 BY DIRECTORS. These By-Laws may also be amended or repealed and new By-Laws adopted at any regular or special meeting of the Board, by the affirmative vote of a majority of the entire Board. If any By-Law regulating an impending election of directors is amended, repealed or adopted by the Board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the By-Law so amended, repealed or adopted, together with a concise statement of the changes made. Any By-Law amended, repealed or adopted by the Board may be amended or repealed by the shareholders at any annual meeting, or at any special meeting called for that purpose, by the affirmative vote of the holders of a majority of the shares at the time entitled to vote for the election of directors.

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EX-3.24 11 y83788exv3w24.htm EX-3.24 exv3w24
Exhibit 3.24
     
(LOGO)   Industry Canada
   Industrie Canada
     
Certificate
   Certificat
of Amendment
   de modification
 
    
Canada Business
   Loi canadienne sur
Corporations Act
   les sociétés par actions

         
CASCADES PAPERBOARD INTERNATIONAL INC.
   384894-9    
 
        
 
Name of corporation-Dénomination de la société
  
 
   Corporation number-Numéro de la société		    

I hereby certify that the articles of the above-named corporation were amended:
a)   under section 13 of the Canada Business Corporations Act in accordance with the attached notice;
 
b)   under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares;
 
c)   under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;
 
d)   under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization;
Je certifie que les statuts de la société susmentionnée ont été modifiés:
o a)  en vertu de l’article 13 de la Loi canadienne sur les sociétés par actions, conformément à 1’avis ci-joint;
 
o b)  en vertu de 1’article 27 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes désignant une série d’actions;
 
þ c)  en vertu de l’article 179 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes;
 
o d)  en vertu de 1’article 191 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses de réorganisation ci-jointes;


     
/s/ Richard G. Shaw
 
Richard G. Shaw		   September 18, 2007 / le 18 septembre 2007
 Date of Amendment - Date de modification
Director - Directeur    
(CANADA LOGO)

 

Informal English translation of the Certificate of Amendment of Cascades Paperboard International Inc., filed with Industry Canada on September 18, 2007.
[Logo] Industry Canada
Corporations Canada
Articles of Amendment
(Article 27 or 177 of the Canada Business Corporations Act (CBCA))
1. Corporation name
CASCADES BOXBOARD GROUP INC./ CASCADES GROUPE CARTON PLAT INC.
2. Corporation number
384894-9
3. The articles are amended as follows:
(Please note that more than one section can be filled out)
A. The corporation changes its name to:
CASCADES PAPERBOARD INTERNATIONAL INC.
B. The corporation changes the province or territory in Canada where the registered office is situated to: (Do not indicate the full address)
C. The corporation changes the minimum and/or maximum number of directors to: (For a fixed number of directors, please indicate the same number in both the minimum and maximum options)
Minimum:           Maximum:
D. Other changes: (e.g. to the classes of shares, to restrictions on share transfers, to restrictions on the businesses of the corporation or to any other provisions that are permitted by the CBCA to be set out in the Articles) Please specify.
4. Declaration
I hereby certify that I am a director or an officer of the corporation.
/s/ Nathalie Théberge          
Nathalie Théberge
(819) 363-5116
RECEIVED TIME: SEP. 18.       8:59AM

EX-3.29 12 y83788exv3w29.htm EX-3.29 exv3w29
Exhibit 3.29
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:49 PM 04/23/2009
FILED 05:19 PM 04/23/2009
SRV 090393212 — 2183607 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of CASCADES FINE PAPERS GROUP (SALES) INC resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be and read as follows:
The name of the Corporation is CASCADES SPG SALES INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 23rd day of April, 2009.
         
     
  By:   /s/ Louise Paul    
    Authorized Officer   
    Title:   Assistant Secretary  
    Name:   Louise Paul   
 

EX-3.34 13 y83788exv3w34.htm EX-3.34 exv3w34
Exhibit 3.34
Newco Disposables, Inc.
* * * * *
BY-LAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be located in Knoxville, Tennessee.
     Section 2. The corporation may also have offices at such other places both within and without the State of Tennessee as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
     Section 1. All meetings of shareholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors.
     Section 2. Annual meetings of shareholders shall be held on such date and at such time as may be determined by the board of directors, if not a legal holiday, at which they shall elect by a plurality vote, a board of directors, and transact

 

 

such other business as may properly be brought before the meeting.
     Section 3. Written or printed notice of the annual meeting stating the date, time, and place of the meeting, shall be delivered not less than ten days nor more than two months before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Tennessee as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the charter, may be called by the president, the board of directors, or upon written demand of at least ten percent of all of the votes entitled to be cast on any issue proposed to be considered.
     Section 3. Written or printed notice of a special meeting, stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than two months before

 

 

the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.
     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
     Section 1. A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of the voting group for action on that matter, except as otherwise provided by statute or by the charter. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
     Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the vote of a greater number of affirmative votes is required by law or the charter.

 

 

     Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless the charter or law provides otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.
     Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if one or more written consents setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE V
DIRECTORS
     Section 1. The number of directors shall be three. Unless the charter otherwise provides, directors need not be residents of the State of Tennessee nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of shareholders.
     Section 2. Unless the charter provides otherwise, any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the

 

 

directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office.
     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, by the charter or by these by-laws directed or required to be exercised or done by the shareholders.
     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Tennessee, at such place or places as they may from time to time determine.
     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Tennessee.
     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting or

 

 

it may convene at such place and time as shall be fixed by the consent in writing of all the directors. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present.
     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.
     Section 4. Special meetings of the board of directors may be called on ten days’ notice to each director, either personally, by mail or by telegram; special meetings shall be called by the chairman of the board, the president, or by any two directors.
     Section 5. Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon his arrival), objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting.
     Section 6. A majority of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the charter. The act of a majority of the directors present at any meeting at which a

 

 

quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the charter. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of such adjournment need not be given, other than by announcement at the time of the adjournment, provided the meeting is not adjourned for more than one month at any one time.
     Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
ARTICLE VII
COMMITTEES
     Section 1. The board of directors may create one or more committees that may consist of one or more members. All members of committees exercising the powers of the board of directors must be members of the board of directors and serve at the board of directors’ pleasure. To the extent specified by the board of directors or charter, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise provided by law.

 

 

ARTICLE VIII
NOTICES
     Section 1. Whenever notice is required to be given to any director or shareholder, under the provisions of the statutes, the charter or these by-laws, it shall be construed to mean written notice, which may be by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever notice is required to be given under the provisions of the statutes, the charter or these by-laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors, and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.
     Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a

 

 

president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.
     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof

 

 

shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders, and shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other

 

 

officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
      THE TREASURER AND ASSISTANT TREASURERS
      Section 11. The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such

 

 

surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control, belonging to the corporation.
     Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
     Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Each share certificate shall be signed by the president or a vice-president and the secretary or treasurer or an assistant secretary or treasurer of the corporation, or by the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof.
     When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the

 

 

certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.
     Section 2. The signatures of the persons signing a share certificate may be facsimiles. In case any person who has signed, or whose facsimile signature has been placed upon such certificate, shall have ceased to hold such office before such certificate is issued, the certificate is nevertheless valid.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation, which is alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

 

TRANSFERS OF SHARES
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than seventy days before, the meeting or action requiring a determination of shareholders.
REGISTERED SHAREHOLDERS
     Section 6. The corporation shall be entitled to recognize a person, registered on its books as the owner of shares, as having the exclusive right to receive dividends and to vote with respect to shares shown to be owned, as being exclusively liable for calls and assessments upon shares shown to be owned, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or

 

 

other notice thereof, except as otherwise provided by the laws of Tennessee.
LIST OF SHAREHOLDERS
     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or the transfer agent, shall be open for inspection at any meeting of shareholders. If the right to vote at any meeting is challenged, the person presiding thereat may rely on such list as evidence of the right of the persons challenged to vote at such meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Subject to the law and any applicable provisions of the charter, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of

 

 

the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
CHECKS
     Section 3. All checks or demands for money, and notes of the corporation, shall be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Tennessee”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE XII
AMENDMENTS
     Section 1. These by-laws may be amended or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the charter or law reserve this power to the shareholders.

 

EX-3.35 14 y83788exv3w35.htm EX-3.35 exv3w35
         
Exhibit 3.35
 
CERTIFICATE OF FORMATION
OF
CASCADES TISSUE GROUP — MARYLAND LLC
 
     The undersigned, in order to form CASCADES TISSUE GROUP — MARYLAND LLC as a limited liability company under the Delaware Limited Liability Company Act (the “Act”), hereby certifies to the Secretary of State of the State of Delaware as follows:
     1. The name of the limited liability company (the “Company”) is:
CASCADES TISSUE GROUP — MARYLAND LLC
     2. The address of the registered office of the Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
     IN WITNESS WHEREOF, the undersigned, an authorized person within the meaning of Section 18-201 of the Act, has executed this Certificate of Formation as of August 11, 2006.
         
  AUTHORIZED PERSON
 		  
  /s/ Douglas P. Howard    
  Douglas P. Howard   
     
 
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:14 PM 08/11/2006
FILED 04:14 PM 08/11/2006
SRV 060755935 — 4204215 FILE

 

EX-3.36 15 y83788exv3w36.htm EX-3.36 exv3w36
Exhibit 3.36
LIMITED LIABILITY COMPANY AGREEMENT
OF
CASCADES TISSUE GROUP — MARYLAND LLC
     THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into and adopted as of August 15, 2006, by and between Cascades Auburn Fiber Inc., a Delaware corporation (the “Member”), and Cascades Tissue Group — Maryland LLC, a Delaware limited liability company (the “Company”), in accordance with the terms set forth herein.
PRELIMINARY STATEMENT
     WHEREAS, the Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate of Formation”) with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on August 11, 2006; and
     WHEREAS, the Member, who is the sole member of the Company, and the Company now desire to enter into and adopt this Agreement to establish the manner in which the business and affairs of the Company shall be managed.
     NOW THEREFORE, the Member and the Company hereby acknowledge and agree that this Agreement shall be as follows:
ARTICLE I
FORMATION; PRINCIPAL OFFICE; RESIDENT
AGENT; PURPOSE; TERM
     Section 1.1 Formation. The Company has been formed as a limited liability company under the Delaware Limited Liability Company Act, DEL. CODE ANN., TIT. 6, §§ 18-110, et. seq. (the “LLC Act”).
     Section 1.2 Principal Office and Registered Agent. The present address of the principal office of the Company is 551 Eastern Boulevard South, Hagerstown, Maryland 21740 and the name and address of the Company’s registered agent is set forth in the Certificate of Formation.
    Section 1.3 Purpose. The purposes for which the Company is formed are:
  i.   to produce, convert and market packaging products, fine specialty papers and tissue papers and any other related business or businesses (the “Business”);
 
  ii.   to acquire, own, hold, develop, lease, manage, sell and otherwise deal with real property or personal property;

 

 

  iii.   to acquire and hold ownership interests in other entities that acquire, own, hold, develop, lease, manage, sell and otherwise deal with real property or personal property;
 
  iv.   to obtain financing necessary or desirable to carry out the foregoing purposes;
 
  v.   to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, limited liability companies of a similar character by the LLC Act; and
 
  vi.   to engage in any other lawful act or activity which may be carried on by a limited liability company under the LLC Act which the Member may from time to time authorize or approve pursuant to the provisions of this Agreement whether or not related to the Business or to any other business at the time or theretofore engaged in by the Company.
     The foregoing enumerated purposes shall be in addition to and not in limitation of the general powers of limited liability companies under the LLC Act.
     Section 1.4 Term. The Company shall have a perpetual existence; provided, however, that the Company may be dissolved in accordance with Section 6.1 hereof.
     Section 1.5 Certificate of Formation. Prior to the date hereof, an authorized person executed the Certificate of Formation and filed the same for record with the Secretary of State. The Member hereby ratifies, confirms and adopts as the actions of the Company all actions taken by such authorized person to effect the formation of the Company. The Company, or its agents or representatives, shall take or cause to be taken any necessary action or actions to maintain its good standing as a limited liability company under the LLC Act, including, without limitation, the filing of any certificates of correction, articles of amendment and such other applications and certificates as may be necessary to protect the limited liability of the Member and to cause the Company to comply with the applicable laws of any jurisdiction in which the Company owns property or does business.
ARTICLE II
MEMBER; CAPITAL CONTRIBUTION;
AND PERCENTAGE INTEREST
     Section 2.1 Defined Terms. For all purposes of this Agreement, the following terms shall have the meanings given to them below:
     “Available Cash” means for any fiscal period, cash available for distribution to the Member and any Additional Members (as defined hereinafter), of whatever source or nature, which the Board of Managers (as defined in the Bylaws) determines in its sole discretion is

 

 

available for distribution to the Member or any Additional Member and is not necessary to pay expenses and obligations of the Company, to fund reserves or to make any other expenditure by the Company.
          “Capital Contribution” means with respect to the Member or any Additional Member, the total amount of cash or the fair market value (as determined by the Company) of any property contributed by the Member or any Additional Member (net of any liabilities assumed by the Company and any liabilities to which such property is subject) in accordance with this Agreement.
          “LLC Interest” means with respect to the Member or any Additional Member, the entire ownership interest of such Member or Additional Member in the Company at any particular time, including such Member’s or Additional Member’s share of the profits and losses of the Company, the right to receive distributions from the Company and the right to any and all other benefits to which such Member or Additional Member may be entitled as provided in this Agreement and in the LLC Act, together with the obligations of such Member or Additional Member to comply with all the terms and provisions of this Agreement and of the LLC Act.
          “Percentage Interest” means with respect to the Member or any Additional Member the Member’s or Additional Member’s percentage of certain specified rights, benefits, duties and obligations by virtue of being a member of the Company and holding an LLC Interest in the Company as set forth on Schedule A, which is hereby incorporated into this Agreement by reference, as the same may be amended from time to time in accordance with the terms of this Agreement.
     Section 2.2 Member; Capital Contribution and Percentage Interest.
     (a) The name, address, and Percentage Interest of the Member are as set forth on Schedule A. As the Member’s initial Capital Contribution to the Company, the Member hereby contributes the amount of its Capital Contribution set forth on Schedule A in cash to the capital of the Company.
     (b) One or more persons may be admitted to the Company as additional members (each an “Additional Member” and, collectively, the “Additional Members”) pursuant to such terms and conditions as determined by the Board of Managers in its sole discretion.
     (c) Schedule A shall be amended from time to time to reflect any change to the information set forth thereon, including any change of address or the admission of any Additional Member.
     (d) The Member or any Additional Member shall not be required to make any additional Capital Contributions to the Company or lend any funds to the Company, although the Member or any Additional Member may agree to do so.

 

 

ARTICLE III
DISTRIBUTIONS
     Section 3.1 Distributions of Available Cash or Other Assets.
     The Board of Managers may cause the Company to distribute Available Cash or other assets of the Company to the Member or any Additional Member at such times and in such amounts as the Board of Managers determines in its sole discretion.
ARTICLE IV
ADMINISTRATIVE PROVISIONS
     Section 4.1 Management of Business and Affairs.
     (a) Subject to the rights, powers and authority of the Member and any Additional Members, the authority to manage, control and operate the Company shall be vested in such managers as may be designated by the Member and any Additional Members from time to time in accordance with the Bylaws (the “Board of Managers”). All powers of the Company may be exercised by or under the authority of the Board of Managers. The Board of Managers shall have the right, power and authority to manage the affairs of the Company and make all decisions with respect thereto.
     (b) The initial managers on the Board of Managers, who shall hold office until the first anniversary of the date of this Agreement or his or her successor is elected and qualifies (unless he or she resigns, dies or is removed from office prior thereto), shall be as follows:
  1.   Gary A. Hayden;
 
  2.   Jean P. Breault;
 
  3.   Guy Prenevost;
 
  4.   Allan Hogg; and
 
  5.   Nathalie Theberge.
     (c) The Board of Managers shall vote, approve a matter or otherwise take any action in accordance with the Bylaws.
     (d) Each of the managers on the Board of Manager (each being a “Manager”) shall be fully and entirely reimbursed by the Company for any and all reasonable out-of-pocket costs and expenses incurred by such person in connection with the management and supervision of the Company’s business and operations.
     (e) Except as determined by the Member and any Additional Members, no Manager shall be entitled to any compensation for his or her services to the Company as a manager.

 

 

     Section 4.2 Officers.
     (a) The Board of Managers may from time to time appoint officers of the Company in accordance with the Bylaws (each an “Officer” and, collectively, the “Officers”).
     (b) The Officers shall have such powers and duties and perform such roles as are customary for like officers of a Delaware corporation, or as otherwise specified in the Bylaws or designated from time to time by the Board of Managers.
     (c) The initial Officers, who shall hold office until his or her successor is elected and qualifies (unless he or she resigns, dies or is removed from office prior thereto), shall be as follows:
     
OFFICER   OFFICE
Gary A. Hayden
  President
     
Guy Prenevost   Secretary and Treasurer
     
Nathalie Theberge   Assistant Secretary
     Section 4.3 Bylaws. For purposes of carrying out the business of the Company, the Member hereby adopts the Bylaws of the Company attached hereto as Exhibit A (the “Bylaws”).
     Section 4.4 Limitation on Liability of Members; Indemnification.
     (a) Except to the extent provided under the LLC Act or otherwise by law, no Member, Additional Member or Manager shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company, and the liability of each Member or Additional Member shall be limited solely to the amount of its contribution to the capital of the Company.
     (b) No Manager or Officer shall be liable, responsible, or accountable in liabilities, damages, or otherwise to the Company or any Member or Additional Member for errors in judgment, acts performed or failure to act by such Manager or Officer, on behalf of or for the Company in good faith and in a manner reasonably believed by such Manager or Officer to be in or not opposed to the best interests of the Company and within the scope of the authority conferred on such Manager or Officer by this Agreement or Bylaws, unless the error in judgment, act or omission constitutes gross negligence or willful misconduct.
     (c) The Company (but not any Member or Additional Member) shall indemnify and hold harmless the Managers and any Officer for any loss, damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of any act or failure to act by such Manager or Officer, if such act or failure to act is (i) in good faith and reasonable;

 

 

(ii) within the scope of the authority granted to the Manager or Officer (as applicable) under this Agreement or the Bylaws and (iii) not attributable to gross negligence or willful misconduct. Any indemnity under this Section 4.4(c) shall be paid from, and only to the extent of, the Company’s assets and no Member or Additional Member shall have any personal liability on account thereof.
ARTICLE V
TRANSFERABILITY OF LLC INTERESTS
     Section 5.1 No Restrictions on Transfer and Withdrawal. The Member or any Additional Member shall be permitted to endorse, sell, give, pledge, encumber, assign, transfer or otherwise dispose of, voluntarily or involuntarily or by operation of law (hereinafter referred to as “Transfer”) all or any part of its or their LLC Interest(s). The Member or any Additional Member may voluntarily withdraw from the Company as a member.
     Section 5.2 Effect of Dissolution or Bankruptcy of the Member or any Additional Member. The dissolution or bankruptcy of the Member or any Additional Member shall not cause the termination or dissolution of the Company, and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, personal representative or other representative of the Member or Additional Member shall have all the rights of an assignee of the LLC Interest of the Member or Additional Member for the purpose of settling or managing the former Member’s or Additional Member’s property.
ARTICLE VI
DISSOLUTION OF THE COMPANY
     Section 6.1 Dissolution. The Company shall be dissolved upon the occurrence of the election by the Board of Managers to dissolve and terminate the Company. The Company shall not be dissolved upon the occurrence, with respect to the Member, of any of the events specified under the LLC Act.
     Section 6.2 Liquidation and Termination. Upon the dissolution of the Company, the Board of Managers shall cause the Company to liquidate by converting the assets of the Company to cash or cash equivalents and arranging for the affairs of the Company to be wound up with reasonable speed but with a view towards obtaining fair value for the Company’s assets, and, after satisfaction (whether by payment or by establishment of reserves therefor) of creditors, shall distribute the remaining assets to the Member and any Additional Members.

 

 

ARTICLE VII
BOOKS AND RECORDS; ACCOUNTING
     Section 7.1 Books, Records and Reports.
     (a) The Company shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Company and the Board of Managers. The books and records of the Company may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form, but may be maintained in the form of a reproduction. The original or a certified copy of this Agreement shall be kept at the principal office of the Company. The books and records of the Company shall be maintained by the Board of Managers and shall be available for examination by the Member or any Additional Members, or its or their duly authorized representatives, during regular business hours.
     (b) The Board of Managers shall prepare or cause to be prepared within ninety (90) days of the end of each fiscal year (i) a balance sheet and report of the receipts, disbursements, profits or loss of the Company, and (ii) information sufficient for the Member or any Additional Members to report the profits and losses of the Company for income tax purposes. The cost of such financial and tax reports shall be an expense of the Company.
     Section 7.2 Bank Accounts. The bank accounts of the Company shall be maintained in accounts in the name of the Company may be but under the tax identification number of the Member in such banking institutions as determined in writing by the Board of Managers. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Company, shall be signed by any Officer or other person as authorized under the Bylaws or as may be authorized by the Board of Managers in writing from time to time.
     Section 7.3 Fiscal Year; Method of Accounting. The fiscal year of the Company and the method of accounting to be used in keeping the books of the Company shall be determined by the Board of Managers upon advice of the Company’s regular certified public accountant and in accordance with applicable law.
ARTICLE VIII
GENERAL PROVISIONS
     Section 8.1 Notices. All notices, offers, requests and demands herein required or permitted to be given or made shall be made in writing and deemed to be effectively served and delivered (i) when received by the party to whom it is addressed if delivered by hand or by overnight delivery service, (ii) three (3) days after the date of postmark if sent by registered or certified mail, postage prepaid, return receipt requested, or (iii) upon confirmation of transmission if sent by telecopy. If the notice, offer, request or demand is intended for the Company, it shall be addressed to the Company at the principal office of the Company, or if intended for the Member of any Additional Member, shall be addressed to the Member or such Additional Member at such Member’s or Additional Member’s address appearing on Schedule

 

 

A hereto or addressed to such other person or at such other address designated by written notice given to the Company and the Member and any Additional Members.
     Section 8.2 Binding Provisions. The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties.
     Section 8.3 Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions of this Agreement.
     Section 8.4 Rules of Construction. Unless the context clearly indicates to the contrary, the following rules apply to the construction of this Agreement:
  i.   References to the singular, include the plural and references to the plural, include the singular.
 
  ii.   Words of the masculine gender include correlative words of the feminine and neuter genders.
 
  iii.   The headings or captions used in this Agreement are for convenience of reference and do not constitute a part of this Agreement, nor affect its meaning, construction, or effect.
 
  iv.   References to a person include any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof.
 
  v.   Any reference in this Agreement to a particular “Article,” “Section” or other subdivision shall be to such Article, Section or subdivision of this Agreement unless the context shall otherwise require.
 
  vi.   When any reference is made in this document or any of the schedules or exhibits attached hereto to the Agreement, it shall mean this Agreement, together with all other schedules and exhibits attached hereto, as though one document.
     Section 8.5 No Third Party Beneficiaries. No provision of this Agreement is intended to be for the benefit of any creditor to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company, the Member or any Additional Member, and no such creditor shall obtain any right under any such provisions or shall by reason of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company, the Member or any Additional Members.

 

 

     Section 8.6 Entire Agreement; Amendments. This Agreement constitutes the entire agreement with respect to the subject matter hereof. This Agreement and the Certificate of Formation may only be modified or amended pursuant to a written amendment adopted by the parties.
     Section 8.7 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
[Signatures appear on the following page.]

 

 

     IN WITNESS WHEREOF, the undersigned have each executed or caused this Limited Liability Company Agreement to be executed under seal as of the date and year first above written.
         
ATTEST:
        
 
        
    CASCADES AUBURN FIBER INC.
 
        
(S) Claire Pinard
  By:   (S) Nathalie Theberge
 
  Name:   Nathalie Theberge
 
  Title:   Assistant Secretary
 
        
    CASCADES TISSUE GROUP — MARYLAND LLC
 
        
(S) Suzanne L Parker
  By:   Guy Prenevost
 
  Name:   Guy Prenevost
 
  Title:   Secretary — Treasurer

 

 

SCHEDULE A
NAME, ADDRESS CAPITAL CONTRIBUTION AND PERCENTAGE INTEREST
                 
    Capital   Percentage
Name and Address of Member   Contribution   Interest
Cascades Auburn Fiber Inc.
   $ 5,000       100 %
586 Lewiston Junction Road
Auburn, Maine 04210
                

 

 

EXHIBIT A
BYLAWS

 

 

BYLAWS
OF
CASCADES TISSUE GROUP — MARYLAND LLC
          These Bylaws (these “Bylaws”) of Cascades Tissue Group — Maryland LLC (the “Company”) are adopted as of this 15th day of August, 2006, pursuant to the provisions of that certain Limited Liability Company Agreement (the “Agreement”) dated of even date herewith, by the Company’s sole Member, Cascades Auburn Fiber Inc.. Capitalized terms not herein defined shall have the meanings ascribed to them in the Agreement.
ARTICLE I
MEMBERS
          SECTION 1.01. Action by Written Consent of Member. Any action required or permitted to be taken by the Member under the Agreement, these Bylaws or the LLC Act may be taken by executing a written consent which sets forth the action and is signed by the Member.
ARTICLE II
BOARD OF MANAGERS
          SECTION 2.01. Function of Managers. The business and affairs of the Company shall be managed under the direction of the Board of Managers (the “Board”). All powers of the Company may be exercised by or under authority of the Board, except as conferred on or reserved to the Member by the Certificate of Formation (the “Certificate”), the Agreement, these Bylaws or the LLC Act.
          SECTION 2.02. Number of Managers. The number of Managers shall be five (5), which number may be increased or decreased from time to time by action of the Board or the Member.

 

 

          SECTION 2.03. Election and Tenure of Managers. On the anniversary date of the execution of the Agreement, the Member shall elect Managers to hold office until the next anniversary and until their successors are elected and qualify (unless any such Manager shall resign, die or be removed from office prior thereto).
          SECTION 2.04. Removal of Managers. Unless the Certificate or Agreement provides otherwise, the Member may at any time and from time to time remove any Manager, with or without cause.
          SECTION 2.05. Vacancy on Board. The Member may elect a successor to fill a vacancy on the Board which results for any reason. A Manager elected by the Member to fill a vacancy which results from the removal of a Manager serves for the balance of the term of the removed Manager.
          SECTION 2.06. Regular Meetings. Regular meetings of the Board shall be held on such date and at any place as may be designated from time to time by the Board.
          SECTION 2.07. Special Meetings. Special meetings of the Board may be called at any time by the President or by a majority of the Board by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board shall be held on such date and at any place as may be designated from time to time by the Board. In the absence of designation, such meeting shall be held at such place as may be designated in the call.
          SECTION 2.08. Notice of Meeting. Except as provided in Section 2.06 hereof, the Secretary or any Assistant Secretary shall give notice to each Manager of each regular and special meeting of the Board. The notice shall state the time and place of the meeting. Notice is given to a Manager when it is delivered personally to him or her, left at his or her residence or usual place of business, or sent by electronic transmission, telegraph, facsimile transmission or telephone, at least twenty-four (24) hours before the time of the meeting or, in the alternative by mail to his or her address as it shall appear on the records of the Company, at least seventy-two (72) hours before the time of the meeting. Unless these Bylaws or a resolution of the Board provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board. No notice of any meeting of the Board need be given to any Manager who attends, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any Manager who, in a writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

 

 

          SECTION 2.09. Action by Managers. Unless the Certificate or the Agreement requires a greater proportion, the action of a majority of the Managers present at a meeting at which a quorum is present is the action of the Board. A majority of the entire Board shall constitute a quorum for the transaction of business. In the absence of a quorum, the Managers present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
          SECTION 2.10. Meeting by Conference Telephone. Managers may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.
          SECTION 2.11. Action by Written Consent of Board. Any action required or permitted to be taken by the Board at a regular or special meeting in accordance with Sections 2.06 and 2.07 may be taken without a meeting by executing a unanimous written consent of the Board which sets forth the action and is signed by all of the Managers.
ARTICLE III
OFFICERS
          SECTION 3.01. Executive and other Officers. The Company shall have a President, a Secretary and a Treasurer. The Board shall designate who shall serve as chief executive officer, who shall have general supervision of the business and affairs of the Company, and may designate a chief operating officer, who shall have supervision of the operations of the Company. In the absence of any designation, the President shall serve as chief executive officer and chief operating officer. The Company may also have one or more Vice-Presidents, assistant officers and subordinate officers as may be established by the Board. A person may hold more than one office in the Company, except that no person may serve concurrently as both President and Vice-President of the Company. The Officers may also be, but do not need to be, Managers.
          SECTION 3.02. President. Unless otherwise provided by resolution of the Board, the President shall preside at all meetings of the Board at which he or she shall be present. Unless otherwise specified by the Board, the President shall be the chief executive officer and chief operating officer of the Company and shall perform the duties customarily performed by chief executive officers and chief operating officers. The President may execute, in the name

 

 

and on behalf of the Company, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Company. In general, the President shall perform such other duties customarily performed by a president of a corporation and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board.
          SECTION 3.03. Vice-Presidents. Any Vice-President or Vice-Presidents, at the request of the President, or in the President’s absence or during his or her inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there is more than one Vice-President, the Board may determine which one or more of the Vice-Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice-Presidents may perform any of such duties or exercise any of such functions. Each Vice-President shall perform such other duties and have such other powers, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board or the President.
          SECTION 3.04. Secretary. The Secretary shall (i) keep the minutes of the meetings of the Board and of any committees, in books provided for the purpose, (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and (iii) be custodian of the records of the Company. The Secretary may witness any document on behalf of the Company, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same. In general, the Secretary shall perform such other duties customarily performed by a secretary of a corporation, and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board or the President.
          SECTION 3.05. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit, or cause to be deposited, in the name of the Company, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; he or she shall render to the President and to the Board, whenever requested, an account of the financial condition of the Company. In general, the Treasurer shall perform such other duties customarily performed by a treasurer of a corporation, and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board or the President.
          SECTION 3.06. Assistant and Subordinate Officers. The assistant and subordinate officers of the Company are all officers below the office of Vice-President,

 

 

Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board or the President.
          SECTION 3.07. Election, Tenure and Removal of Officers. Except for the initial officers of the Company (which shall be elected by the Member), the Board shall elect the officers of the Company. The Board may from time to time authorize any committee or officer to appoint assistant and subordinate officers. Election or appointment of an officer, employee or agent shall not of itself create contract rights. All officers shall be appointed to hold their offices, respectively, at the pleasure of the Board. The Board (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may remove an officer at any time. The removal of an officer shall not prejudice any of his or her contract rights (if any). The Board (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may fill a vacancy which occurs in any office for the unexpired portion of the term.
          SECTION 3.08. Compensation. The Board shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Company. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Manager. The Board may authorize any committee or officer, upon whom the power of appointing assistant and subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such assistant and subordinate officers.
          SECTION 3.09. Authority to Bind the Corporation. The President, Vice President, Secretary and Treasurer each shall have the full power and authority to bind the Company by written contract or agreement, in accordance with the duties vested in them by the Board of Managers and these Bylaws. Without limiting the forgoing, the President, Vice President, Secretary and Treasurer shall each have the full power and authority to execute all authorized contracts and other instruments to borrow money and set up bank accounts on behalf of the Company.
ARTICLE IV
FINANCE
          SECTION 4.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Company, shall, unless otherwise provided by resolution of the Board, be signed by the President or the Secretary and shall not require any counter signature.

 

 

ARTICLE V
MISCELLANEOUS PROVISIONS
     SECTION 5.01. Seal. The Board may (but shall not be required to) provide a suitable seal, bearing the name of the Company, which shall be in the charge of the Secretary. The Board may authorize one or more duplicate seals and provide for the custody thereof. If the Company is required to place its seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Company.
     SECTION 5.03. Execution of Documents. Notwithstanding any contrary provision of law, a person who holds more than one office in the Company may act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
     SECTION 5.04. Amendments. Any and all provisions of these Bylaws may be altered or repealed and new bylaws may be adopted by the Board at any regular or special meeting thereof or by written consent.

 

EX-3.38 16 y83788exv3w38.htm EX-3.38 exv3w38
Exhibit 3.38
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:52 AM 07/15/2004
Filed 11:52 AM 07/15/2004
SRV 040519407 — 3499062 FILE
CERTIFICATE OF MERGER
MERGING
CASCADES TISSUE GROUP – MECHANICVILE INC.
INTO
CASCADES TISSUE GROUP – NEW YORK INC.
Pursuant to Section 251 of the
General Corporation Law of the State of Delaware
     Cascades Tissue Group – New York Inc., a corporation organized and existing under the General Corporation law of the State of Delaware, does hereby certify that:
     FIRST: Cascades Tissue Group – Mechanicville Inc., a Delaware corporation (“Mechanicville”), was incorporated on June 6, 2002 pursuant to the General Corporation Law of the State of Delaware and is existing under the General Corporation Law of the State of Delaware.
     SECOND: Cascades Tissue Group – New York Inc., a Delaware corporation (“New York”) was originally incorporated under the name Cascades Tissue Mills Acquisition Corp. on March 6, 2002 and merged with Cascades Tissue Group – Waterford Inc. on January 31, 2003, pursuant to the General Corporation Law of the State of Delaware and is existing under the General Corporation Law of the State of Delaware.
     THIRD: The surviving corporation shall be New York (the “Surviving Corporation”).
     FOURTH: The Agreement and Plan of Merger and Plan or Reorganization (the “Merger Agreement”) was adopted by the Board of Directors of both Mechanicville and New York and thereafter approved by the stockholder of both Mechanicville and New York in accordance with Section 251 of the General Corporation Law of the State of Delaware.
     FIFTH: The Certificate of Incorporation of New York as heretofore amended and as in effect on the date hereof shall continue in full force and effect after the Effective Date (as hereinafter defined) as the Certificate of Incorporation of the Surviving Corporation.
     SIXTH: The executed Merger Agreement is on file at the offices of New York which address is: c/o Cascades Tissue Group, 772 Sherbrooke Street West, Montréal, Québec, Canada H3A 1G1, a copy of which will be furnished by New York on the request and without cost to any stockholder of any constituent corporation.
     SEVENTH: The effective date of the merger shall be June 30, 2004 (the “Effective Date”) for accounting purposes only.

 

 

     EXECUTED on this 30th day of June, 2004.
         
  CASCADES TISSUE GROUP – NEW YORK INC.
 		  
  By:   /s/ Suzanne Blanchet    
    Suzanne Blanchet   
    Title:   President   

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CERTIFICATE OF MERGER
MERGING
CASCADES TISSUE GROUP – WATERFORD INC.
INTO
CASCADES TISSUE GROUP – NEW YORK INC.
Pursuant to Section 251 of the
General Corporation Law of the State of Delaware
     Cascades Tissue Group – New York Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
     FIRST: Cascades Tissue Group – Waterford Inc., a Delaware corporation (“Waterford”), was incorporated on May 15, 2002 pursuant to the General Corporation Law of the State of Delaware and is existing under the General Corporation Law of the State of Delaware.
     SECOND: Cascades Tissue Group – New York Inc., a Delaware corporation (“New York”) was originally incorporated under the name Cascades Tissue Mills Acquisition Corp., on March 6, 2002 pursuant to the General Corporation Law of the State of Delaware and is existing under the General Corporation Law of the State of Delaware.
     THIRD: The surviving corporation shall be New York (the “Surviving Corporation”).
     FOURTH: The Agreement and Plan of Merger and Plan of Reorganization (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.
     FIFTH: The Certificate of Incorporation of New York as heretofore amended and as in effect on the date hereof shall continue in full force and effect after the Effective Date (as hereinafter defined) as the Certificate of Incorporation of the Surviving Corporation.
     SIXTH: The executed Merger Agreement is on file at the offices of New York which address is: 148 Hudson River road, Waterford, NY 12188, a copy of which will be furnished by New York on the request and without cost to any stockholder of any constituent corporation.
     SEVENTH: The effective date of the merger shall be January 31, 2003 (the “Effective Date”).
         
  CASCADES TISSUE GROUP – NEW YORK INC.
 		  
  By:   /s/ Yvon Jacques    
    Yvon Jacques   
    Title:   Treasurer   

-3-

 

         
State of Delaware
Secretary of State
Division of Corporations
Filed 01:10 PM 01/31/2003
030066529-3499062

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EX-3.52 17 y83788exv3w52.htm EX-3.52 exv3w52
Exhibit 3.52
         
(LOGO)
  Industry Canada   Industrie Canada
     
Certificate
  Certificat
of Incorporation
  de constitution
 
    
Canada Business
  Loi canadienne sur
Corporations Act
  les sociétés par actions

     
CASCADES TENDERCO INC.
  726456-9
 
    
 
   
Name of corporation-Dénomination de la société
  Corporation number-Numéro de la société
 
    
I hereby certify that the above-named corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
  Je certifie que la société susmentionnée, dont les statuts constitutifs sont joints, a été constituée en société en vertu de la Loi canadienne sur les sociétés par actions.
 
    
/s/ Richard G. Shaw   October 23, 2009 / le 23 octobre 2009
 
    
Richard G. Shaw
  Date of Incorporation — Date de constitution
Director — Directeur
    
(CANADA LOGO)

 

 

                 
(LOGO)
  Industry Canada   Industrie Canada   ELECTRONIC TRANSACTION
REPORT 		  RAPPORT DE LA TRANSACTION
ÉLECTRONIQUE
 
  Canada Business
Corporations Act 		  Loi canadienne sur les
sociétés par actions 		 
ARTICLES OF
INCORPORATION
(SECTION 6) 		 
STATUTS CONSTITUTIFS

(ARTICLE 6)
     
Processing Type — Mode de Traitement:
  Intermediary/Intermédiaire
1.   Name of Corporation — Dénomination de la société
 
    CASCADES TENDERCO INC.
 
2.   The province or territory in Canada where the registered office is to be situated —La province ou le territoire au Canada oú se situera le siége social
 
    QC
 
3.   The classes and any maximum number of shares that the corporation is authorized to issue — Catégories et le nombre maximal d’actions que la société est autorisée à émettre
 
    Schedule Attached.
L’annexe ci-jointe.
 
4.   Restrictions, if any, on share transfers — Restrictions sur le transfert des actions, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
5.   Number (or minimum and maximum number) of directors — Nombre (ou nombre minimal et maximal) d’administrateurs
 
    Minimum: 1           Maximum: 10
 
6.   Restrictions, if any, on business the corporation may carry on — Limites imposées à l’activité commerciale de la société, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
7.   Other provisions, if any — Autres dispositions, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
8.   Incorporators — Fondateurs
         
Name(s) — Nom(s)
  Address (including postal code) — Adresse (inclure le code postal)   Signature
 
        
FONDATEURS INTELTEX INC. /
INTELTEX INCORPORATORS INC.
  651 NOTRE -DAME STREET WEST, 3RD FLOOR,
MONTREAL, QUEBEC, CANADA, H3C 1J1 		  JAMES SMITH
(CANADA LOGO)

 

 

SCHEDULE PERTAINING TO BUSINESS RESTRICTIONS
N/A

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SCHEDULE A
Pertaining to
SHARE CAPITAL
The unlimited share capital of the Corporation shall consist of three (3) classes of shares to which shall attach the following rights, privileges, restrictions and conditions:
A) CLASS “A” COMMON SHARE: The number of Class “A” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends and share in profits and remaining property. Holders of Class “A” shares, proportionally to the number of shares held by each, shall be entitled, subject to the rights and privileges attaching to other classes of shares, to:
  (a)   share in the property, profits and surplus assets of the Corporation, and, in this respect, to receive any dividend declared by the Corporation, the amount of which as well as the date, the time and the terms or manner of payment of which shall be left to the entire discretion of the Board of Directors; and
 
  (b)   receive the remaining property of the Corporation upon dissolution, upon voluntary or involuntary winding-up or liquidation or upon any other distribution of the property or assets of the Corporation.
  (2)   Right to vote. Holders of Class “A” shares shall be entitled to receive notice of any meeting of the shareholders of the Corporation, to attend such meeting and to vote thereat, except at meetings where the right to vote is restricted to the holders of another class of shares, and each Class “A” share shall confer unto each holder thereof one (1) vote.
B) CLASS “B” PREFERRED SHARES: The number of Class “B” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “B” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A” and “C” shares, and from the funds declared for the payment of dividends, a maximum annual, preferential and non-cumulative dividend of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares, to the stated capital account maintained for the

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      Class “B” shares, and it shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “B” shares shall be entitled, prior to the holders of Class “A” and “C” shares, to repayment of the amount added in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “B” shares.
Insufficient assets
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “B” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “B” shares which they hold.
  (3)   No right to additional share in profits. Class “B” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “B” shares shall not be entitled in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “B” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all or part of his or her shares, at a price equal to the amount added, in respect of these shares, to the stated capital account maintained for the Class “B” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “B” shares.
  (a)   Retraction procedure.
 
      Each holder of Class “B” shares, as the case may be, who wishes to avail himself or herself of his or her right to retract shares shall deliver to the registered office of the Corporation or to the office of its transfer agent a notice in writing indicating the number of Class “B” shares which are being retracted by the shareholder and which are to be redeemed by the Corporation as well as the date at which he or she wishes the retraction to take place. This notice shall be sent along with the certificate or

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      certificates representing the Class “B” shares which are being retracted by the shareholder and which are to be redeemed by the Corporation and shall bear the signature of the person registered in the Corporate Records book as being the holder of these Class “B” shares or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the Class “B” shares which are being retracted by the shareholder and which are to be redeemed by the Corporation, and without regard to the other classes of shares, the Corporation shall proceed to redeem the Class “B” shares and shall have thirty (30) days from the date of retraction to pay to the Class “B” shareholder, or, in the event of a retraction of all of the shares, to the former Class “B” shareholder, the retraction price of his or her shares.
      Payment beyond the deadline.
      If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full retraction price to a shareholder or to a former shareholder within the time frame specified above, the Corporation shall pay a first installment of the retraction price within the thirty (30) day time limit, provided it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
      Partial retraction.
      If only part of the shareholder’s issued and outstanding Class “B” shares is being retracted and redeemed, the Corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this Class which have not been retracted and redeemed.
  (b)   Amendment of the stated capital account.
 
      In accordance with the provisions of the Canada Business Corporations Act, the Class “B” shares so retracted by the shareholder and redeemed by the Corporation shall be automatically cancelled at the date of their retraction and redemption and the Corporation shall reduce accordingly the stated capital account maintained for the Class “B” shares.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “B” shares.
 
      Amendment of the stated capital account.

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      In accordance with the provisions of the Canada Business Corporations Act, the Class “B” shares so purchased or otherwise acquired by mutual agreement shall be automatically cancelled at the date of their purchase or of their acquisition and the Corporation shall reduce accordingly the stated capital account maintained for the Class “B” shares.
C) CLASS “C” PREFERRED SHARES: The number of Class “C” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “C” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A” shares, but subsequent to the holders of Class “B” shares, and from the funds declared for the payment of dividends, a maximum annual, preferential and non-cumulative dividend of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares, to the stated capital account maintained for the Class “C” shares, and it shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “C” shares shall be entitled, prior to the holders of Class “A” shares, but subsequent to the holders of Class “B” shares, to repayment of the amount added, in respect of these shares, to the stated capital account maintained for the Class “C” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “C” shares.
 
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “C” shares which they hold.
 
  (3)   No right to additional share in profits. Class “C” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “C” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.

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  (5)   Right of corporation to unilaterally redeem shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so and upon at least thirty (30) days’ written notice, shall be entitled to unilaterally redeem all or part of the Class “C” shares, at a price equal to the amount added, in respect of these shares, to the stated capital account maintained for the Class “C” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “C” shares.
  (a)   Redemption procedure.
 
      When the Corporation plans to proceed with a redemption of Class “C” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “C” shares whose shares are to be redeemed and who is registered in the Corporate Records Book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to be redeemed, at his or her last-known address indicated in the Corporate Records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
      Partial redemption.
 
      If the Corporation proceeds to effect a partial redemption of the Class “C” shares, this redemption shall be carried out proportionally to the number of issued and outstanding Class “C” shares, regardless of fractional shares. If only part of the shareholder’s issued and outstanding Class “C” shares is being redeemed, the Corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her Class “C” shares which have not been redeemed.
 
      Contents of the notice.
 
      The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding Class “C” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender of the certificate of certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  (b)   Amendment of the stated capital account.

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      In accordance with the provisions of the Canada Business Corporations Act, the Class “C” shares so redeemed unilaterally by the Corporation shall be automatically cancelled at the date of their redemption and the Corporation shall reduce accordingly the stated capital account maintained for the Class “C” shares.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “C” shares.
Amendment of the stated capital account.
      In accordance with the provisions of the Canada Business Corporations Act, the Class “C” shares so purchased or otherwise acquired by mutual agreement shall be automatically cancelled at the date of their purchase or of their acquisition and the Corporation shall reduce accordingly the stated capital account maintained for the Class “C” shares.

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SCHEDULE B
pertaining to
RESTRICTIONS ON THE TRANSFER OF SHARES
Any transfer of shares shall be subject to the following restriction and terms:
     Any shareholder who wants to transfer his shares shall apply to the Corporation in writing for consent and provide therein the name, address and phone number of the acquirer or transferee as well as the duly endorsed share certificate, if any. The transfer of shares may not occur without the consent of the Board of Directors. Within sixty (60) days of the receipt of the request, the Board of Directors shall record its decision in a resolution and give its reasons in case of refusal.

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SCHEDULE C
pertaining to
OTHER PROVISIONS
1. BORROWING POWERS
     In addition to the powers conferred by the articles, and without restricting the generality of the powers conferred upon the Board of Directors by Section 189 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, the Board of Directors, if it sees fit, and without having to obtain the authorization of the shareholders, may:
  (a)   borrow money on the credit of the Corporation;
 
  (b)   issue, reissue, sell or pledge debt obligations of the Corporation;
 
  (c)   give a guarantee on behalf of the Corporation to secure the performance of an obligation of any person;
 
  (d)   grant a hypothec or a mortgage, even a floating hypothec or charge, on a universality of property, movable or immovable, present, or future, corporeal or incorporeal, of the Corporation; and
 
  (e)   delegate one (1) or more of the above-mentioned powers to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Corporation.
2. UNANIMOUS SHAREHOLDER AGREEMENT
Where, pursuant to the articles, a power, which is to be exercised by the Board of Directors, has been withdrawn from the authority of the Board of Directors in order to be assumed by the shareholders pursuant to a unanimous shareholder agreement according to section 146 of the Canada Business Corporations Act, any reference, in the articles, to the exercise of such power by the Board of Directors or by one (1) or more directors shall be read as a reference to an exercise of this power by the meeting of the shareholders pursuant to the unanimous shareholder agreement.
3. RESTRICTIONS ON THE TRANSFER OF SECURITIES
Any transfer of securities other than shares and non-convertible debt securities shall be subject to the following restriction and terms:
  1.   Any holder who wants to transfer his security shall apply to the Corporation in writing for consent and provide therein the name, address and phone number of the acquirer or transferee as well as any document attesting the existence of the right granted by the security, if any. Any such document shall be duly endorsed.

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    The transfer of securities may not occur without the consent of the Board of Directors. Within sixty (60) days of the receipt of the request, the Board of Directors shall record its decision in a resolution and give its reasons in case of refusal.
 
  2.   In the event of a security transfer where the document attesting that security has been lost, stolen or destroyed, the Corporation may issue to the security holder a new document if the request for replacement was made before the Corporation was notified of the acquisition of the securities by a good faith acquirer or transferee, the security holder provides sufficient indemnity and satisfies all other reasonable requirements determined by the Corporation.
 
  3.   Any restriction on the transfer of securities shall be clearly mentioned on any document attesting the right granted by a security.

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EX-3.53 18 y83788exv3w53.htm EX-3.53 exv3w53
Exhibit 3.53
INDEX OF BY-LAWS OF
CASCADES TENDERCO INC.
         
Number   Title   Effective date
1
  General by-laws   October 23, 2009
 
        
2
  General borrowing by-law   October 23, 2009
 
        
3
  Banking by-law of   October 23, 2009

 

 

BY-LAWS OF
CASCADES TENDERCO INC.
(Corporation incorporated under the Canada Business Corporations Act)
BY-LAW NO. 1: GENERAL BY-LAWS
PART I: COMMON RULES
§1. GENERALITIES
1. Part I
2. Part II
3. Part III
B. DEFINITIONS
4. Definitions in the by-laws
“Act” or Canada Business Corporations Act”
“articles”
“auditor”
“body corporate”
“by-laws”
“contracts, documents or instruments in writing”
“Director”
“director”
“meeting of the shareholders”
“officer”
“person”
“private issuer”
“registration procedure”
“Regulation 45-106”
“reserved powers”
“shareholders”
“sole shareholder”

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“unanimous shareholder agreement”
5. Definitions in the Act or in the Regulations
C. INTERPRETATION
6. Rules of interpretation
7. Precedence
8. Headings
9. Powers
§2. CORPORATION
A. REGISTERED OFFICE
10. Province and address of registered office.
11. Change of address and of province
12. Registration Procedure
B. BOOKS AND REGISTERS
13. Corporate Records Book
14. Minutes and resolutions
15. Safekeeping
16. Examination of books, registers and documents
17. Non-certified copies of documents
18. Disclosure of information to shareholders
19. Legal proceedings
§3. NOTICES AND DOCUMENTS
20. Notices and documents
21. Joint holders
22. New holder of security
23. Untraceable security holder
24. Corporate seal
§4. PROTECTION OF THE DIRECTORS AND OFFICERS

- 3 -

 

25. Limitation of liability
26. Right to compensation
27. Legal action by third party
28. Legal action by the Corporation
29. Liability insurance
30. Compensation after end of term of office
31. Place of action
§5. REGULATION 45-106
32. Number of holders of shares and securities
33. Issue of securities
34. Private issuer status
35. Declaration of subscriber
36. Declaration of transferee
37. Commission
PART II: CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER
§1. MANAGEMENT OF THE CORPORATION
A. DIRECTORS
38. Number and residency
39. Qualifications
40. Election
41. Acceptance of office
42. Term of office
43. De facto directors
44. Remuneration and expenses
45. Conflict of interest
46. Resignation
47. Removal from office
48. End of term of office

- 4 -

 

49. Vacancies
B. POWERS OF THE DIRECTORS
50. Powers
51. By-laws
52. Banking
53. Financial year
C. MEETINGS OF THE BOARD OF DIRECTORS
54. Calling of meetings
55. First directors’ resolutions
56. New board
57. Regular meetings
58. Annual meeting
59. Emergency meeting
60. Waiver of notice
61. Place of meetings
62. Quorum
63. Canadian residency
64. President and Secretary
65. Procedure
66. Vote
67. Dissent
68. Meeting by way of technical means
69. Resolutions in lieu of meetings
70. Validity
D. OFFICERS
71. Appointment
72. Cumulative duties
73. Term and remuneration
74. Powers
75. Chairperson of the Board of Directors

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76. President of the Corporation
77. Vice President
78. Treasurer
79. Secretary
80. Other officers
81. Variation of powers
82. Agents and attorneys
83. Conflict of interest
84. Signing of documents
85. Resignation
86. Removal from office
§2. SHAREHOLDERS
A. SHARE CERTIFICATES
87. Right to a certificate
88. Full copy of text
89. Replacement of worn out or defaced certificate
90. Replacement of lost, stolen or destroyed certificate
91. Splitting a certificate
B. TRANSFER OF SHARES
92. Transfers of shares
93. Recording or registering the transfer
94. Form of instrument of transfer
95. Deceased shareholder
C. DIVIDENDS
96. Declaration
97. Payment
98. Unclaimed dividend
99. Set-off

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D. MEETINGS OF THE SHAREHOLDERS
100. Annual meetings
101. Special meetings
102. Meetings in Canada
103. Meetings outside Canada
104. Notice of meeting
105. Contents of notice
106. Waiver of notice
107. Quorum
108. Adjournment
109. Chairperson and secretary
110. Procedure
111. Resolutions in lieu of meetings
112. Meeting by technical means
E. RIGHT OF SHAREHOLDERS TO VOTE
113. General rule
114. Appointment of proxy holder
115. Form of proxy
116. Votes to govern
117. Show of hands
118. Ballots
F. AUDITOR OR ACCOUNTANT
119. Appointment of an auditor
120. Remuneration of auditor
121. Professional accountant
PART III: CORPORATION WITH THE SAME DIRECTOR AND SHAREHOLDER
§1. GENERALITIES

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122. Application
123. Resolutions
§2. MANAGEMENT OF THE CORPORATION
A. SOLE DIRECTOR
124. Composition of the Board of Directors
125. Qualifications
126. Acceptance of office
127. Term of office
128. End of term of office
129. Powers
130. Banking
131. Signing of documents
132. Remuneration and expenses
133. Conflict of interest
134. By-laws
B. OFFICERS
135. Appointment and cumulative duties
136. Term of office
137. Remuneration
138. Powers
139. Conflict of interest
140. Resignation
141. Removal from office
C. FINANCIAL AFFAIRS
142. Financial year
143. Appointment of an auditor
144. Removal of an auditor
145. Professional accountant

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§3. SOLE SHAREHOLDER
A. SHARES AND DIVIDENDS
146. Allotment and issue of shares
147. Share certificates
148. Dividends
B. RESOLUTIONS OF THE SOLE SHAREHOLDER
149. Powers
150. Annual and other resolutions
BY-LAW NUMBER 2: GENERAL BORROWING BY-LAW
BY-LAW NUMBER 3: BANKING BY-LAW

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BY-LAW NUMBER 1
being the
GENERAL BY-LAWS OF
CASDADES TENDERCO INC.
(Corporation incorporated under the Canada Business Corporations Act)
These general by-laws of the Corporation, also referred to as By-law Number 1, have been made by the directors and confirmed by the shareholders, in accordance with the Act.
PART I COMMON RULES
§1.   GENERALITIES
 
1.   Part I. The common rules contained in this part of the by-laws shall apply to parts II and III hereof.
 
2.   Part II. Part II of the by-laws shall apply whenever the Corporation is made up either of more than one director and/or of more than one shareholder.
 
3.   Part III. Part III of the by-laws shall apply whenever the Corporation is made up of a sole director who is also the sole shareholder.
 
B.   DEFINITIONS
 
4.   Definitions in the by-laws. Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws, the minutes and the resolutions of the Corporation the term or the expression:
 
    “Act” or “Canada Business Corporations Act” shall mean the Act respecting Canadian business corporations, R.S.C. 1985, chap. C-44, as amended, and any amendments thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part;
 
    “articles” shall mean the original or restated articles of the Corporation as well as any amendments which may be made thereto;
 
    “auditor” shall mean the auditor of the Corporation and shall include a partnership of auditors or an auditor that is incorporated;
 
    “body corporate” shall mean any body corporate with or without share capital and whether or not it is a corporation to which the Act applies;

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    “by-laws” shall mean the present by-laws, any other by-laws of the Corporation which are in force at the time as well as any amendments thereto;
 
    “contracts, documents or instruments in writing” shall include, among other things, deeds, hypothecs or mortgages, liens encumbrances, transfers and assignments of property of any kind, conveyances, titles to property, agreements, contracts, receipts and discharges, obligations, debentures and other securities, cheques or other bills of exchange of the Corporation;
 
    “Directors” shall mean the Director appointed pursuant to section 260 of the Act and who is charged with the administration thereof;
 
    “director” shall mean any person acting as a director or occupying the position of director of the Corporation by whatever name called, and “directors” and “Board of Directors” shall include a single director;
 
    “meeting of the shareholders” shall mean an annual meeting of the shareholders, a special meeting of the shareholders as well as any meeting of the holders of any class or of any series of shares;
 
    “officer” shall mean an individual appointed as the Chairperson of the Board of Directors, the President, a Vice-President, the Secretary, the Treasurer, the Controller, the General Counsel, the General Manager, a Managing Director of the Corporation, or any individual who performs functions of the Corporation similar to those normally performed by an individual occupying any of those offices;
 
    “person” shall include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;
 
    “private issuer” means the Corporation issuing shares or securities in compliance with section 2.4 of the Regulation 45-106;
 
    “registration procedure” shall mean any registration legal procedure in virtue of which the Corporation shall register or obtain a license or permit in order to carry on business in a province, in a territory, in another state or in another country or political subdivision thereof;
 
    “Regulation 45-106” shall mean the rules, instruments, forms and policies made by all Canadian securities regulatory authorities adopted in compliance with the different securities acts in each of the provinces and territories of Canada that harmonizes and consolidates exemptions from the prospectus and registration requirements contained in provincial statutes, and other national, multilateral and local instruments;

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    “reserved powers” shall mean the duties which, according to the Act or a unanimous shareholder agreement, must be discharged by the directors or ratified or approved by the shareholders;
 
    “shareholders” shall mean the holders of the shares in the Corporation and shall include the sole shareholder;
 
    “sole shareholder” shall mean the person who holds shares individually or indirectly through a holding company in which he owns all the issued voting and non-voting shares;
 
    “unanimous shareholder agreement” shall mean the unanimous shareholder agreement or the declaration of the sole shareholder described in subsection 146(2) of the Act.
 
5.   Definitions in the Act or in the Regulations. Subject to the above definitions, the definitions provided for in the Act or in its Regulations shall apply to the terms and to the expressions used in the by-laws of the Corporation.
 
C.   INTERPRETATION
 
6.   Rules of interpretation. Terms and expressions used only in the singular shall include the plural and vice-versa, and those only importing the masculine gender shall include the feminine and neutral and vice-versa.
 
7.   Precedence. In the event of a contradiction between the Act, the unanimous shareholder agreement, the articles or the by-laws of the Corporation, the Act shall prevail over the unanimous shareholder agreement, the articles and the by-laws; the unanimous shareholder agreement shall prevail over the articles and the by-laws; and the articles shall prevail over the by-laws.
 
8.   Headings. The headings used in these by-laws shall serve merely as references and they shall not be considered in the interpretation of the terms, of the expressions or of the provisions contained in these by-laws.
 
9.   Powers. The powers of the directors, of the shareholders and of the officers of the Corporation are subject to the Act, to any unanimous shareholder agreement, and to the by-laws of the Corporation and any reference to the exercise of any of these powers in the by-laws of the Corporation is subject to any limits, restrictions or conditions expressed therein.
 
§2.   CORPORATION
 
A.   REGISTERED OFFICE
 
10.   Province and address of registered office. The registered office of the Corporation shall be located within the province in Canada specified in its articles and at the address

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    indicated at the relevant time or in the Notice of registered office or of change of registered office filed with the Director pursuant to section 19 of the Act.
 
11.   Change of address and of province. The directors, by resolution, may change the address of the registered office of the Corporation within the province specified in its articles. The President of the Corporation and/or the Secretary or any other representative designated by the directors shall send to the Director, within fifteen (15) days, a Notice of change of registered office pursuant to subsection 19(4) of the Act and this change of address of the registered office shall take effect upon receipt of such notice by the Director. The directors may transfer the registered office of the Corporation from a place to a province or to another province by amending the articles of the Corporation and this change shall take effect on the date of the certificate attesting to such change.
 
12.   Registration procedure. Where the Corporation has an establishment or where it carries on business in a province or in a territory within Canada or in another jurisdiction, it shall comply with the legislation applicable to it in that province, in that territory, in that other state or in that other country or political subdivision thereof and, in particular, it shall comply with the registration procedure. The President of the Corporation or any person designated by the latter are authorized to sign any document and take all appropriate action with respect to such registration procedure.
 
B.   BOOKS AND REGISTERS
 
13.   Corporate Records Book. The Company shall opt for one (1) or more books in which its corporate documents, as the case may be, are kept under the following tabs:
     
Tab   Content
Certificate of incorporation and other certificates
  The original or a copy of the certificate of incorporation and other certificates of the Corporation, and the articles annexed thereto.
 
    
Corporate data
  A summary of the corporate data of the Corporation
 
    
Registered office and board of directors/Changes
  A copy of the Notices of directors and registered office and their changes filed with the Director pursuant to the Act.
 
    
Declarations
  A copy of any declarations, returns and reports filed pursuant to any registration procedure
 
    
By-laws
  The by-laws of the Corporation and any amendments thereto
 
    
Resolutions/Minutes
  The resolution and minutes of the Board of

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Tab   Content
 
  Directors and of the shareholders.
 
    
Directors
  A register of the directors indicating the name and address of each director as well as the date of the registration as director and, as the case may be, of the end of his term of office and any change of address of directors, as well as a form of acceptance of office of each director. A register of officers indicating the name, the office and the beginning and end of that office.
 
    
continuing disclosure of interest
  A general notice of disclosure of interest pursuant to subsection 120(6) of the Act.
 
    
Shareholders
  A register of the shareholders and other security holders indicating the name and address of each of them as well as the date of their registration and, as the case may be, the date on which their registration was cancelled and any change of address.
 
    
Securities
  A register of shares indicating, for each class or series, the name of the shareholder, the number of shares held, the date and the conditions of any transaction with respect to such shares, the reference number of the transfer register and of the share certificates. The names of the shareholders on his register of shares are placed in alphabetical order and their address is indicated in the register of shareholders.
 
    
 
  A register of debt obligations issues under a trust indenture according to section 85 CBCA.
 
    
 
  A register of other securities indicating their date of issuance and their designation.
 
    
 
  Forms for declaration pursuant to the issue of shares and other securities.
 
    
Transfers
  A transfer register indicating the designation of the shares transferred, the number and the date of the transfer, the names of the transferor and of the transferee, the number of shares

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Tab   Content
 
  transferred as well as the number of the certificates issue and cancelled.
 
    
 
  Forms for a declaration pursuant to the transfer of shares and other securities.
 
    
Shareholders’ agreement
  A copy of any unanimous agreement of the shareholders.
 
    
Share certificates
  A record of share certificates indicating the particulars of any issue, delivery, transfer or cancellation of these certificates.
14.   Minutes and Resolutions. The minutes of the meetings of the Board of Directors and the resolutions of the directors as well as the resolutions of the shareholders and the minutes of the meetings of the shareholders may be kept under the same tab and divided in the event of a request by the shareholders to examine the Corporate Records Book.
 
15.   Safekeeping. The Corporate Records Book shall be kept at the registered office of the Corporation or at any other place determined by the Board of Directors.
 
16.   Examination of books, registers and documents. The shareholders and the creditors of the Corporation, as well as their agents, may examine during the normal business hours of the Corporation, the following books, registers and documents: the articles of the Corporation; the by-laws and any amendments thereto; any unanimous shareholder agreement, a copy of the Notices of directors and of registered office and their changes filed with the Director pursuant to the Act; a copy of any declarations filed pursuant to any registration procedure; the minutes and resolutions of the shareholders; the securities register and the register of transfers.
 
17.   Non-certified copies of documents. The shareholders as well as their agents may obtain, upon request and without charge, a non-certified copy of the articles, of the by-laws of the Corporation and of any amendments thereto as well as of the unanimous shareholder agreement.
 
18.   Disclosure of information to shareholders. No shareholder may insist upon being informed with respect to the management of the business and of the affairs of the Corporation especially where, in the opinion of the directors, it would be contrary to the interests of the Corporation to render any information public. The directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the shareholders.
 
19.   Legal Proceedings. The President of the Corporation or any other person authorized by the Board of Directors shall be respectively authorized to commence any action, suit, application, proceeding of a civil, or a criminal or of an administrative nature or any other legal proceeding on behalf of the Corporation or to appear and to answer for the

- 15 -

 

    Corporation with respect to any writ, order or injunction, issued by any Court of law or by any tribunal, with respect to any interrogatories upon articulated facts or examinations for discovery, and with respect to any other action, suit, application or other legal proceeding in which the Corporation shall be involved; to answer in the name of the Corporation with respect to any seizure by garnishment in which the Corporation shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Corporation shall be made a party; to make demands or requests to assignment of property or applications or petitions for winding-up or liquidation or sequestration or receivership orders against any debtor of the Corporation; to attend, and to vote at, any meeting of the creditors or of the debtors of the Corporation; to grant proxies and to take, with respect to such actions, suits, applications or other legal proceedings, any other action, act or deed or to make any other decision deemed to be in the best interests of the Corporation.
 
§3.   NOTICES AND DOCUMENTS
 
20.   Notices and documents. Notices and any other documents may be sent to the Corporation at its registered office, and to any director, officer, shareholder or auditor of the Corporation at the latest address in the records of the Corporation or at any other address known to the sender where the recipient is more likely to receive such notice or document in a timely fashion by the following means:
  (a)   by registered or certified mail deemed to have been received the first business day after the day of its sending;
 
  (b)   in person or by plaintiff by producing a dated acknowledgment of receipt bearing the signature of the recipient or of the bailiff; or
 
  (c)   by e-mail or other electronic means by producing an acknowledgment of its receipt.
21.   Joint holders. Where two (2) or more persons hold securities jointly, the notices or the documents shall be sent to one (1) of the persons entered as joint shareholders or security holders in the Corporate Records Book and this shall constitute sufficient notice with respect to the other joint holder or joint holders unless they have appointed an agent, in which case the notices or the documents shall be sent to the latter.
 
22.   New holder of security. Any person who, by operation of the Act, by transfer or any other means, becomes a security holder of the Corporation shall be bound by any notice or document relating thereto, if such notice or document was duly sent to the name and address of the person from whom or from which he acquired his title to such securities, prior to the new security holder registering the securities.
 
23.   Untraceable security holder. The Corporation shall not be obliged to send the notices or the documents to be sent to the security holder where previous notices or documents

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    have been returned to it on more than two (2) consecutive occasions, unless the untraceable security holder has notified the Corporation in writing of his new address.
 
24.   Corporate seal. The Corporation’s seal, if any, may be impressed on any record, document, resolution or by-law and that impression is attested by the signatures of any director or any officer as may be determined by resolution of the Board of Directors.
 
§4.   PROTECTION OF THE DIRECTORS AND OFFICERS
 
25.   Limitation of liability. No director or officer acting or having acted for or in the name of the Corporation shall be held liable, in his capacity or in his capacity as agent or representative of the latter, whether it be vis-à-vis the Corporation or third parties, for the actions, the acts or the deeds, the things done or allowed to be done, the omissions, the representations, the declarations, the financial projections, the decisions made or not made, the liabilities, the undertakings, the payments made, the receipts given or the discharges granted, the negligence or the faults of any other director, or officer, employee, agent, representative of the Corporation. Among other things, no director or officer shall be held liable vis-à-vis the Corporation for any direct or indirect loss suffered by the latter for any reason whatsoever; more specifically, he shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Corporation, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Corporation shall be or have been placed or invested or yet for any loss or damage resulting from the bankruptcy, from the insolvency or from the delictual or tortious action, act or deed of any person, including any person with whom or with which funds, securities, assets or negotiable instruments shall be or have been placed or deposited. Furthermore, the directors or the officers shall not be held liable vis-à-vis the Corporation for any loss, conversion of property, misappropriation, embezzlement or any other damage resulting from any dealings with respect to any funds, assets or securities or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relating to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Corporation or owing to the fact that the directors or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation. None of the above shall be interpreted in such a way as to relieve a director or an officer of his duty to act in accordance with the Act and with its Regulations or of his joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or of its Regulations. Moreover, the directors or the officers shall not be held individually or personally liable vis-à-vis third parties for the duration of their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received.

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26.   Right to compensation. The Corporation shall compensate its directors, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defense of an action, of a suit, or an application, or a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this application or this legal proceeding was commenced by or on behalf of the Corporation or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, from the acts or from the deeds done by the directors, by the officers of by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defense of the action, of the suit, of the application or of the legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of the Corporation, that they did not place themselves in a position of conflict of interest in their personal interest and that of the Corporation, and, in the case of an action, of a suit, of an application or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Corporation shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of another body corporate.
 
27.   Legal action by third party. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by a third party against one (1) or more of the directors, of the officers or of the representatives of the Corporation for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation shall assume their defense.
 
28.   Legal action by the Corporation. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by the Corporation against one (1) or more of its directors, of its officers, of its agents or of its representatives for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation may pay compensation to the directors, to the officers, to the agents or to the representatives if it loses its case and if a Court of law or a tribunal so orders. If the Corporation wins its case only in part, the Court of law or the tribunal may determine the amount of the costs or of the expenses which the Corporation shall assume.
 
29.   Liability insurance. The Corporation may purchase and maintain insurance, against any liability incurred by an individual in his capacity as a director or officer of the Corporation; or in his capacity as a director or officer, or similar capacity, of another entity, if he acts or acted in that capacity at the Corporation’s request.
 
30.   Compensation after end of term of office. The compensation provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of director, of officer of agent or of representative of the Corporation or, as the case may

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    be, of a body corporate of which the Corporation is or was a shareholder or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agent, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be combined with any other recourse which the director, the officer, the representative, one (1) of his predecessors as well as his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants may have.
 
31.   Place of action. The powers and the duties of the Corporation with respect to the compensation of any director, officer, agent or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.
 
§5.   REGULATION 45-106
 
32.   Number of holders of shares and securities. The beneficial ownership of securities of the Corporation, including its shareholders, shall be limited to fifty (50) persons, not including employees and former employees of the Corporation or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Corporation in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner.
 
33.   Issue of securities. The directors, by way of resolution, may accept subscriptions for securities, allot or issue securities of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit.
 
34.   Private issuer status. The directors shall use their best efforts to ensure that the Corporation remains a private issuer and complies with the provisions of the Regulation 45-106.
 
35.   Declaration of subscriber. Any person who subscribes shares or other securities issued by the Corporation shall declare to the Corporation that this subscription is exempted from prospectus and registration requirements pursuant to section 2.4 of the Regulation 45-106.
 
36.   Declaration of transferee. Any person who purchases shares or other securities of the Corporation shall declare that his acquisition is exempted from prospectus and registration requirements pursuant to the Regulation 45-106.
 
37.   Commission. No commission or other remuneration, including a finder’s fee, shall be paid in connection with the sale of the security to a director, executive officer, control person or founder of the Corporation or of an affiliate of the Corporation.

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PART II   CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER
§1.   MANAGEMENT OF THE CORPORATION
 
A.   DIRECTORS
 
38.   Number and residency. The precise number of directors shall be determined by the Board of Directors between the minimum and the maximum indicated in the articles. Failing such a decision, the precise number of directors of the Corporation shall be the number of directors elected by the shareholders and twenty-five percent (25%) of the members of the Board of Directors shall be resident Canadians. However, where the Corporation has less than four directors, or at least one of the directors shall be a resident Canadian.
 
39.   Qualifications. An individual need not be a shareholder in order to become a director of the Corporation. Moreover, any individual may be a director except for a person who is under eighteen (18) years of age, is of unsound mind and has been so found by a Court of law in Canada or elsewhere, has the status of bankrupt or has been barred by a Court of law from holding such an office.
 
40.   Election. The directors shall be elected by the shareholders at the first meeting of the shareholders and at each annual meeting or, as the case may be, at a special meeting. In the event of a change in the composition of the Board of Directors, the Corporation shall give notice of this change by filing with the Directors a Notice of change of directors in accordance with subsection 113(1) of the Act.
 
41.   Acceptance of office. An individual who is elected or appointed to hold office as a director is not a director and is deemed not have been elected or appointed to hold office as a director unless he was present at the meeting when the election or appointment took place and he did not refuse to hold office as a director; or he was not present at the meeting when the election or appointment took place and he consented in writing to hold office as a director, or he has acted as a director pursuant to his election or appointment.
 
42.   Term of office. Unless otherwise decided by the shareholders, each director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected, unless the term of office of the director ends prematurely. A director whose term of office has ended may be re-elected. The term of office of the first directors following its constitution whose name appears at the relevant time in the Notice of directors prescribed by subsection 106(1) of the Act shall commence on the date of the certificate of incorporation and shall end when that of their successors or of their replacements shall commence.
 
43.   De facto directors. The actions, acts or deeds of the directors shall not be voidable because their appointment was irregularly made or because a Notice of directors or of change of directors filed with the Director is incomplete, irregular or erroneous.

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44.   Remuneration and expenses. The directors may fix their own remuneration without having to make a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity. A director may receive advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office except for those incurred as a result of his own fault. Moreover, the Board of Directors may pay an additional remuneration to any director undertaking any task outside the ordinary course of his office.
 
45.   Conflict of interest. Any director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to a material contract or to a proposed material contact with the Corporation shall disclose the nature and the extent of his interest.
 
46.   Resignation. A director may resign from office by forwarding a letter of resignation to the registered office of the Corporation. The resignation of a director shall be approved by the directors. Subject to such approval, the resignation shall become effective on the date when the letter of resignation shall have been received by the Corporation or on the date specified in the letter of resignation if the latter is subsequent.
 
47.   Removal from office. Any director may be removed from office prematurely by way of an ordinary resolution made, at a special meeting, by a majority of the shareholders entitled to elect him. The director against whom a request for removal from office is directed shall be notified of the place, of the date and of the time of the meeting within the same time frame as that provided for the calling of the meeting. A director who is informed, in particular by notice, of the calling of a meeting with a view to removing him from office may address the shareholders, orally or in writing, and state the reasons for his opposition to the resolution proposing his removal from office, in accordance with section 110 of the Act. Furthermore, at the same meeting, the shareholders, by way of an ordinary resolution, may fill a vacancy created by the removal from office of the director.
 
48.   End of term of office. The term of office of a director of the Corporation shall end in the event of his death, of his resignation, of his removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, or by the institution of a regime of protective supervision in his respect. The term of office of a director shall also end in the event of the bankruptcy of the Corporation.
 
49.   Vacancies. A director appointed to fill a vacancy shall complete the unexpired portion of his predecessor’s term and shall remain in office until his successor or his replacement shall have been appointed or elected. The Corporation shall send to the Director a Notice of change of directors in accordance with the Act. The directors, if a quorum exists, may fill a vacancy in their numbers on the Board of Directors. If the vacancy cannot be so filled by the directors, the Board shall call, within thirty (30) days, a special meeting of the shareholders in order to fill this vacancy. If there are no longer any directors sitting on the Board of Directors or if the directors fail to call such a meeting within the prescribed time limit, then one (1) or more shareholders may call such a meeting.

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B.   POWERS OF THE DIRECTORS
 
50.   Powers. The directors shall supervise the management and carry on the business and the affairs of the Corporation and they may execute, in the name of the latter, contracts of any kind which are allowed by law. Generally speaking, they shall perform all the actions, the acts or the deeds and all the powers of the Corporation except the powers reserved to the shareholders of the Corporation.
 
51.   By-laws. The directors, by way of resolution, may make, amend or repeal any by-law governing the business and the affairs of the Corporation. By-laws made, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following meeting. By-laws made, amended or repealed by the directors shall take effect on the date of their making, of their amendment or of their repeal by the directors. After confirmation or amendment by the shareholders, they shall continue in force in their original or amended state, as the case may be. However, they shall cease to have effect following their rejection by the shareholders or in the event of failure by the directors to submit them to the shareholders at the meeting following their making. Furthermore, in the event of a rejection by the shareholders of a by-law or of a failure by the directors to submit such by-law to the meeting of the shareholders, any subsequent resolution by the directors to the same general effect cannot come into force until after confirmation by the shareholders.
 
52.   Banking. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the directors. The directors shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
 
53.   Financial year. The date of the end of the financial year of the Corporation shall be determined by the directors.
 
C.   MEETINGS OF THE BOARD OF DIRECTORS
 
54.   Calling of meetings. The Chairperson of the Board of Directors, the President of the Corporation, any Vice-President, the Secretary or any two (2) directors may call at any time a meeting of the Board of Directors and the Secretary of the Corporation shall call the meeting when so directed or otherwise authorized to do so. Meeting of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 5 days prior to the meeting.
 
55.   First directors’ resolutions. After the issue of the certificate of incorporation, the first directors, by way of resolutions in writing, may make by-laws, adopt forms of share certificates and of registers of the Corporation, authorize the issue of securities, appoint officers, appoint one (1) or more auditors or, as the case may be, accountants of the

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    Corporation, make any necessary arrangements with banks or with financial institutions, and deal with any other question.
 
56.   New Board. Each newly elected Board may without notice hold its first meeting immediately following a meeting of shareholders at which such Board is elected, provided that a quorum of directors is present.
 
57.   Regular meetings. A copy of any resolution of the directors setting the place, the date and the time of these regular meetings shall be sent to each director immediately thereafter but no further notice of a regular meeting shall be required unless a question relating to the reserved powers must be dealt with or settled at that meeting.
 
58.   Annual meeting. Each year, immediately after the annual meeting of the shareholders, a meeting of the Board of Directors made up of the newly-elected directors shall be held, provided that a quorum exists, for the purposes of appointing the officers, the account or auditor of the Corporation, as the case may be, and the other representatives of the Corporation, and to deal with any questions which may be raised thereat. Such meeting shall be held without notice unless a question respecting the reserved powers must be dealt with or settled at that meeting.
 
59.   Emergency meeting. A meeting of the Board of Directors may be called by any means, at least three (3) hours before the meeting, by one (1) of the persons who have been power to call a meeting of the Board of Directors, if, in the opinion of such person, it is urgent that a meeting be held. In determining the validity of a meeting so called, such notice shall be considered sufficient in itself if approved by a majority of directors present at that meeting or consenting in writing thereto.
 
60.   Waiver of notice. Any director, orally or in writing, may waive his right to receive notice of a meeting of the Board of Directors or of a change in such notice or in the date and time indicated therein. Such waiver may be given validly before, during or after the meeting in question. The attendance of a director at the meeting, in itself, shall constitute a waiver, except where he indicates that he is attending the meeting for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called. The signing of a written resolution in lieu of a meeting shall also constitute a waiver of notice of the calling and of the holding of an actual meeting.
 
61.   Place of meetings. Meetings of the Board of Directors shall be held at the registered office of the Corporation or at any other place, in Canada or elsewhere, which the directors may determine.
 
62.   Quorum. The quorum at a meeting of the Board of Directors shall be a majority of the directors then in office. If a quorum is not attained within fifteen (15) minutes after commencement of the meeting, the directors may only decide on an adjournment thereof. The quorum shall be maintained for the duration of the meeting.

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63.   Canadian residency. Unless at least twenty-five percent (25%) of the directors attending a meeting are resident Canadians, the directors may not discuss any matter. Notwithstanding the above, the directors may transact business, even in the absence of twenty-five percent (25%) of resident Canadians, if a resident Canadian who is unable to be present approved in writing, or by telephone, electronic or other communication facility, the business transacted at the meeting and the required number of resident Canadian directors would have been present had that director been present at the meeting.
 
64.   President and Secretary. The Chairperson of the Board of Directors or, in his absence, the President of the Corporation or any Vice-President shall chair all meetings of the Board of Directors, and the Secretary of the Corporation shall act as the secretary thereof. In the absence of these persons, the directors shall choose a chairperson from their number, and, as the case may be, any person to act as secretary of the meeting.
 
65.   Procedure. The chairperson of a meeting of the Board of Directors shall be responsible for the proper conduct of the meeting, shall submit to the directors the proposals which must be put to a vote and, generally, shall establish reasonable and impartial rules of procedure to be followed, subject to the rules of procedure usually followed during deliberating assemblies.
 
66.   Vote. Each director may cast one (1) vote and all questions submitted to the Board of Directors shall be decided by a majority vote of the directors. Voting shall be by a show of hands unless the chairperson of the meeting or a director in attendance requests a ballot. If a ballot is held, the secretary of the meeting shall act as scrutineer and count the ballots. In both cases, if one (1) or more directors participate in a meeting by way of technical means, they shall indicate orally to the secretary the manner in which they shall be casting their vote. Voting by any technical way shall be by a show of hands. Voting by proxy shall not be permitted at meetings of the Board of Directors. The chairperson of the meeting shall not have a second or casting vote in the event of a tie vote.
 
67.   Dissent. A director in attendance at a meeting of the Board of Directors shall not be bound by the actions, by the acts or by the deeds of the Corporation and shall not be deemed to have approved all the resolutions made or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or if his dissent is sent to the Corporation immediately after the meeting is adjourned or after it rises. A director absent from a meeting of the Board of Directors shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, without seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent to the registered office of the Corporation.
 
68.   Meeting by way of technical means. All the directors, or one (1) or several directors with the consent of all the other directors of the Corporation, which consent may be given before, during or after the meeting, in a specific manner for a given meeting or in a

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    general manner for all subsequent meetings, may participate in a meeting of the Board of Directors by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such meeting by such means is deemed for the purposes of this Act to be present at that meeting, which is deemed to have been held in Canada. The meeting shall also be deemed to be made up of at least twenty-five percent (25%) of resident Canadians if twenty-five percent (25%) of the directors attending, or participating in, the meeting, in person or by way of technical means, are resident Canadians. The directors attending, or participating in, a meeting held using such technical means may decide on any matter, such as the making of a by-law, the exercise of any of the reserved powers or the replacement of a director. A director may also declare or disclose any conflict of interest at such meeting. The secretary of the meeting shall keep minutes of such meetings and shall record any dissent. The statement by the chairperson and by the secretary of the meeting so held to the effect that a director participated in the meeting shall be valid unless proven otherwise. In the event of an interruption in the communication with one (1) or more directors, the meeting shall continue to be valid if a quorum is maintained.
 
69.   Resolutions in lieu of meeting. Resolutions in writing, signed by all the directors entitled to vote thereon at meetings of the Board of Directors, shall be as valid as if they had been made at such meetings. A copy of these resolutions, once made, shall be kept with the minutes of the proceedings of the Board of Directors.
 
70.   Validity. Decisions made during the course of a meeting of the Board of Directors shall be valid notwithstanding any irregularity, thereafter discovered, in the election or in the appointment of one (1) or more directors or their inability to serve as directors.
 
D.   OFFICERS
 
71.   Appointment. The directors may appoint any qualified person to be the President of the Corporation, a Chairperson of the Board of Directors, one or more Vice Presidents (to which title may be added words indicating seniority of function), and a Treasurer or Secretary, and they may provide for Assistants to such officers. Moreover, the directors, or the President of the Corporation or the Chair person of the Board of Directors with the consent of the directors, may create any other office and appoint thereto persons qualified, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which they may determine. Save for the Chairperson of the Board and the Managing Director, an officer may but need not be a director.
 
72.   Cumulative duties. The same person may hold two (2) or more offices within the Corporation, provided that they are not incompatible with each other. Where the same person holds the offices of Secretary and Treasurer, he may, but need not, be designated as the “Secretary-Treasurer” of the Corporation.
 
73.   Term and Remuneration. The term of employment and remuneration of all officers shall be determined by the directors, without their having to make a resolution to this end,

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    or, in the absence of such a decision, by the President of the Corporation. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer in another capacity by the Corporation. The fact that any officer is also a director or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as an officer, such remuneration as may be determined. All officers, in the absence of an agreement to the contrary, shall be subject to removal by resolution of the Board of Directors at any time.
 
74.   Powers. The directors shall determine the powers of the officers of the Corporation. The directors may delegate to them all their powers, except the reserved powers. The officers shall also have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside Canada.
 
75.   Chairperson of the Board of Directors. The directors may appoint a Chairperson of the Board of Directors who shall be a director. If a Chairperson of the Board of Directors is appointed, the directors may delegate to him all of the powers and duties conferred by the present by-laws on the President of the Corporation as well as any other powers which the directors may determine.
 
76.   President of the Corporation. The Board of Directors may appoint a President. The President of the Corporation shall be the chief executive officer subject to the control of the directors, if no Managing Director has been appointed, and, subject to the authority of the Board of Directors, he shall supervise, administer and manage generally the business and the affairs of the Corporation.
 
77.   Vice-President. The directors may appoint one or more vice-presidents with such powers and such duties as the Board of Directors or the President of the Corporation may determine.
 
78.   Treasurer. The Treasurer shall manage generally the finances of the Corporation. He shall be responsible for all funds, securities, books, receipts or discharges and other documents of the Corporation. He shall deposit all money and other valuables in the name and to the credit of the Corporation in the bank or financial institution chosen by the directors. He shall submit at each meeting of the Board of Directors, whenever required to do so by the President of the Corporation or by a director, a detailed statement of account of the receipts and disbursements as well as a detailed accounting of the financial position of the Corporation. He shall present a detailed financial statement of the Corporation, prepared in accordance with the Act, at the meeting of the Board of Directors prior to the annual meeting of the shareholders.
 
79.   Secretary. The Secretary shall act as secretary at all meetings of the Board of Directors, and all the meetings of the shareholders. He shall ensure that all notices are given and that all documents are sent in accordance with the provisions of the Act and with the by-laws of the Corporation and he shall keep, in the Corporate Records Book, the minutes of the meetings of the Board of Directors and of the meetings of the shareholders as well as the resolutions of the directors, and the resolutions of the shareholders. He shall also be

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    responsible for the filing of the records of the Corporation. He shall countersign the minutes and the share certificates. Finally, he shall discharge such other duties as shall be entrusted to him by the President of the corporation or by the directors.
 
80.   Other officers. The duties of all other officers of the Corporation shall be determined by the directors and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the directors otherwise direct.
 
81.   Variation of powers. The Board of Directors may vary, add to or limit the powers and the duties of any officer.
 
82.   Agents and attorney. The Board of Directors shall have the power from time to time to appoint agents or attorneys for the Corporation in any province or territory in Canada or elsewhere with such powers of management, including the power to sub-delegate, or any other powers necessary as the Board may see fit.
 
83.   Conflict of interest. Any officer or agent shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation he shall declare or disclose any conflict of interest to the directors.
 
84.   Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the President of the Corporation alone or by two (2) persons holding the office of Vice-President, of Chairperson of the Board of Directors, of director, of Secretary, of Treasurer or of Managing Director or by their duly authorized assistants and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity or any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Corporation all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.
 
85.   Resignation. Any officer may resign from office by forwarding a letter of resignation to the registered office of the Corporation. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at a later date specified therein. The resignation of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the resignation shall not relieve the officer of the obligation of paying any debt owing by him to the Corporation before such resignation became effective. The officer shall be liable for any prejudice caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
 
86.   Removal from office. The directors may remove from office any officer of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation.

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§2.   SHAREHOLDERS
 
A.   SHARE CERTIFICATES
 
87.   Right to a certificate. Each shareholder, in his discretion, shall be entitled either to a share certificate representing the shares of each class which he holds in the Corporation or to an irrevocable acknowledgment in writing of his right to obtain a share certificate of the Corporation, detailing the number, the class and the series of shares which he holds as indicated in the shares’ register. Such certificate shall be in a form approved by the directors or in any other form approved by the President and the Secretary of the Corporation as evidenced by their signature on the certificate. The Corporation shall not be required to issue more than one certificate in respect of shares held jointly by more than one person.
 
88.   Full copy of text. The Corporation shall provide shareholders, at their request and free of charge, with a full copy of the text of the rights, of the privileges, of the conditions and of the restrictions attaching to each class or series of shares making up the share capital of the Corporation as well as of the authority of the directors to fix the rights, the privileges, the conditions and the restrictions of subsequent series.
 
89.   Replacement of worn out or defaced certificate. If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit, order the certificate to be cancelled, and issue a replacement share certificate.
 
90.   Replacement of lost, stolen or destroyed certificate. If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the directors receive proof satisfactory to them that the certificate is lost, stolen or destroyed, and any indemnity the directors consider adequate.
 
91.   Splitting a certificate. If a shareholder surrenders a share certificate to the Corporation with a written request that the Corporation issue in the shareholder’s name two (2) or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.
 
B.   TRANSFER OF SHARES
 
92.   Transfer of shares. All transfers of shares of the share capital of the Corporation and all details relating thereto shall be recorded in a central register of transfers. However, no transfer of shares shall be validly entered in this register of the Corporation or authorized to be entered therein unless the certificate representing the shares to be transferred shall have been returned to the Secretary of the Corporation for cancellation. The Secretary shall inscribe the word “cancelled” as well as the date of cancellation on any certificate returned to him. If no certificate representing the transferred shares has been issued by

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    the Corporation, an instrument in writing documenting the power to transfer shall be presented prior to the registration of the transfer.
 
93.   Recording or registering the transfer. A transfer of a share of the Corporation must not be registered unless a duly signed instrument of transfer in respect of the share has been received by the Corporation and the certificate representing the share to be transferred has been surrendered and cancelled.
 
94.   Form of instrument of transfer. The instrument of transfer in respect of any share of the Corporation must be either in the form, if any, on the back of the Corporation’s share certificates in any other form that may be approved by the directors from time to time.
 
95.   Deceased shareholder. In the event of the death of the holder or of one (1) of the joint holders of any share of the Corporation, the Corporation shall neither modify the shares’ register or the transfer register nor pay any dividend or make any other distribution relating to the share in question unless all the documents which may be required by the Act shall have been submitted and all reasonable requirements imposed by the Corporation shall have been satisfied.
 
C.   DIVIDENDS
 
96.   Declaration. The directors may declare and pay dividends to the shareholders according to their respective rights and interests in the corporation and shall not be compelled to make any distribution of the profits of the Corporation. No dividend bears interest against the Corporation. They may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in order to keep them as a reserve fund of any kind. Dividends may be paid by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation or may be paid in property or in money.
 
97.   Payment. Unless the holder otherwise indicates, a dividend payable in specie shall be paid by cheque to the order of the registered holder of the shares of the class in respect of which a dividend has been declared and shall be delivered or mailed by prepaid ordinary mail to such registered holder to or at the address appearing at that time in the registers of the Corporation. In the case of joint holders, unless such joint holders otherwise direct, the cheque shall be made payable to the order of all of such joint holders and be delivered or mailed to them to or at the address of one (1) of them appearing at that time in the registers of the Corporation. The mailing of such cheque as aforesaid, unless the same is not paid upon due presentation, shall satisfy all claims and discharge the Corporation of its liability for the dividend to the extent of the amount of the cheque. In the event of non-receipt of the dividend cheque by the person to whom it was delivered or mailed as aforesaid, the corporation shall issue to such person a replacement cheque for the same amount on such terms as determined by the directors.

- 29 -

 

98.   Unclaimed dividend. The right to any dividend unclaimed after a period of three (3) years from its declaration date shall be lost and the dividend shall revert to the Corporation.
 
99.   Set-off. The directors, in their discretion, may apply, in whole in part, any amount of dividend declared payable to a shareholder to set off any debt owed by the shareholder to the Corporation.
 
D.   MEETINGS OF THE SHAREHOLDERS
 
100.   Annual meetings. Annual meetings of the shareholders of the Corporation shall be held not later than eighteen months after it comes into existence; and subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the Corporation’s preceding financial year. The directors shall determine the exact date as well as the time and the place of any such meeting. The annual meeting of the shareholders shall be held to take notice of the financial statements of the Corporation and of the other documents which are required by the Act to be placed on the agenda of the annual meeting, to elect directors, to appoint one (1) or more auditors, as the case may be, and to fix, or authorize the directors to fix, their remuneration, and to decide on any other matter which may be placed on the agenda. The Corporation shall, at least ten (10) days before each annual meeting or the resolution in lieu of it, send the annual financial statements to each shareholder, except those who do not request them either before, during or after the meeting or the resolution in lieu of it.
 
101.   Special meetings. Special meetings of the shareholders of the corporation may be called at any time by the Chairperson of the Board of Directors, by the President of the Corporation, by the Managing Director or by two (2) directors.
 
102.   Meetings in Canada. The meetings of the shareholders shall be held at the registered office of the Corporation or at any other place in Canada designated by the directors. The meetings may be held validly within the territorial limits of Canada on land, at sea or in the air. Meetings held by way of written resolutions in lieu of meetings shall be deemed to have been held in Canada at the registered office of the Corporation.
 
103.   Meetings outside Canada. A meeting of shareholders of the Corporation may be held at a place outside Canada if the place is specified in its articles or if all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada, except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
 
104.   Notice of meeting. Notice of the calling of any meeting of the shareholders shall be sent by mail, by facsimile or by electronic mail, at least ten (10) days prior to the meeting, to each shareholder entitled to vote thereat, to each director at his last-known address indicated in the Corporate Records Book and to the auditor.

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105.   Contents of notice. The notice of the calling of a meeting of the shareholders shall contain all the items on the agenda and state their nature with sufficient detail so as to enable the shareholders to reach an informed opinion with respect thereto and shall reproduce the text of any special resolution to be submitted at the meeting. It shall not be necessary for the notice of an annual meeting to indicate that the financial statements of the Corporation and the auditor’s report shall be examined and that the renewal of the latter’s duties and the election of the directors shall be addressed at this meeting, but a copy of the financial statements of the Corporation and of the auditor’s report shall be appended to this notice.
 
106.   Waiver of notice. A meeting of the shareholders may be held validly at any time and for any purpose without the notice required by the Act, by its Regulations or by the by-laws, if all the shareholders entitled to vote at the meeting as well as all the directors and the auditor waive notice of the meeting in any manner whatsoever. Attendance of any such person is a waiver of notice of the meeting except where such person attends this meeting to object to it on the grounds that the meeting is not lawfully called. This waiver of the notice of the meeting may take place before, during or after the holding of the meeting.
 
107.   Quorum. A quorum at a meeting of the shareholders shall be attained, no matter how many persons are actually in attendance when, at least fifteen (15) minutes after the time set for the meeting, the shareholders representing a majority of the votes are in attendance, in person or represented by proxy. Where a quorum is attained at the opening of a meeting of the shareholders, the shareholders attending the meeting in person or represented by proxy may proceed with the business of the meeting notwithstanding the fact that the quorum is not maintained throughout the entire meeting.
 
108.   Adjournment. A shareholder attending a meeting in person or represented by proxy and constituting a quorum for the purposes of adjourning a meeting may adjourn any meeting of the shareholders.
 
109.   Chairperson and secretary. The meetings of the shareholders shall be chaired by the President of the Corporation or, failing him, by any Vice-President. The Secretary of the Corporation shall be as the secretary at meetings of the shareholders. In the absence of these persons, the shareholders attending the meeting shall designate any person to act as chairperson or secretary of the meeting. It shall not be necessary to appoint a chairperson and a secretary in the event of an adjournment.
 
110.   Procedure. The chairperson of a meeting of the shareholders shall be responsible for the proper conduct of the meeting, shall submit to the shareholders the proposals which must be put to a vote and shall establish reasonable and impartial rules of procedure to be followed.
 
111.   Resolutions in lieu of meetings. Resolutions in writing, signed by all the shareholders entitled to vote on these resolutions at meetings of the shareholders, shall be as valid as if they had been made at these meetings. A copy of these resolutions shall be kept within

- 31 -

 

    the minutes of these meetings. However, it shall not be possible to decide by way of written resolutions where a director submits a written statement pursuant to subsection 110(2) of the Act in which he gives the reasons for his resignation or for his opposition to his removal or to his replacement or where an auditor submits a written statement pursuant to subsection 168(5) of the Act in which he gives the reasons for his resignation or for his opposition to his removal, to his replacement or to the decision not to appoint an auditor.
 
112.   Meeting by technical means. Any person entitled to attend a meeting of shareholders may participate in the meeting, by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting, which is deemed to be held in Canada. The Secretary of the meeting shall keep minutes of such meetings and record the results of any vote therein. The statement by the chairperson and by the secretary of a meeting so held is valid unless proven otherwise. In case of an interruption in the communication with one or more shareholders, the meeting shall remain valid, if a quorum is maintained. The directors or the shareholders may call a meeting of the shareholders to be held entirely by way of a telephone, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other.
E.   RIGHT OF SHAREHOLDERS TO VOTE
 
113.   General rule. Each shareholder shall be entitled to as many votes as he has shares which carry a right to vote at meetings of the shareholders. Such right is acknowledged to shareholders whose name appear on the shares register on the date of the notice of the meeting or, failing that, at the time of close of business on the eve of the date of notice, or, if no notice is given, on the date of the meeting.
 
114.   Appointment of a proxy holder. Every shareholders of the Corporation, including a legal person that is not a subsidiary of the Corporation, entitled to vote at a meeting of shareholders of the Corporation may, by proxy, appoint a proxy holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
 
115.   Form of proxy. A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
 
    (Name of Company)
 
    The undersigned, being a shareholder of the above named corporation, hereby appoints                                           , or, failing that person,                                         , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the                       day of                                           ,                      , and at any adjournment of that meeting.

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Signed this                       day of                                            , ___.
                                                                                                          Signature of shareholder.
116.   Votes to govern. All questions at a meeting or presented at a meeting of shareholders shall be decided by a majority of the votes cast thereon. In case of equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.
 
117.   Show of hands. Any question submitted to a meeting of the shareholders shall be decided by a vote by a show of hands, unless a ballot is requested or unless the chairperson of the meeting prescribes another voting procedure. Proxy holders may vote by a show of hands unless they have received contrary instructions. At any meeting, a statement by the chairperson of the meeting to the effect that a resolution has been made or defeated unanimously or by a particular majority shall constitute conclusive evidence thereof without it being necessary to provide the number or the percentage of votes cast in favour of, or against, the proposal.
118. Ballots. Voting at a meeting of the shareholders shall be by ballot where a shareholder or a proxy holder entitled to vote at the meeting so requests. Each shareholder or proxy holder shall deliver to the scrutineer of the meeting a ballot on which he has written his name, that of the shareholder or those of the shareholders which he represents by proxy, as the case may be, the number of votes which he is entitled to cast and the manner in which he shall be casting those votes. A vote by ballot may be requested before or after any vote by a show of hands. Such request may also be withdrawn before the ballot is taken. A vote by ballot shall take precedence over a vote by a show of hands.
F.   AUDITOR OR ACCOUNTANT
 
119.   Appointment of an auditor. The shareholders, by way of an ordinary resolution in the course of the organizational proceedings of the Corporation or at the first annual meeting of the shareholders after its incorporation and at each subsequent annual meeting, may appoint an auditor to serve until the close of the next annual meeting or the making of resolutions in its place. Failing the appointment of an auditor at a meeting, the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement. The shareholders may also appoint more than one auditor.
 
120.   Remuneration of auditor. The directors shall fix the remuneration of the auditor or of the auditors.
 
121.   Professional accountant. If the shareholders of the Corporation decide not to appoint an auditor by way of a resolution passed unanimously, including those not otherwise entitled to vote, the directors may appoint a professional accountant to prepare the financial statements of the Corporation and to discharge such other duties as they may determine, until the end of the first or the next annual meeting of the shareholders or the passing of resolutions in lieu of it. The directors shall fix the remuneration of the professional

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    accountant without having to pass a resolution to this end and they shall fill any vacancy which may occur in the position of professional accountant.
PART III   CORPORATION WITH THE SAME DIRECTOR AND SHAREHOLDER
§1.   GENERALITIES
 
122.   Application. This part applies where the sole director is also the sole shareholder.
 
123.   Resolutions. Resolutions in writing signed by the sole director are valid as decisions of the Board of Directors and those resolutions signed by the same person acting as sole director and shareholder in both capacities are valid without the necessity of separate resolutions of the sole director and the sole shareholder.
 
§2.   MANAGEMENT OF THE CORPORATION
 
A.   SOLE DIRECTOR
 
124.   Composition of the Board of Directors. The Board of Directors shall be made up of one (1) director.
 
125.   Qualifications. The sole director must qualify as a director and not be an individual who is not a resident Canadian, under eighteen (18) years of age, of an unsound mind and has been so found by a Court of law in Canada or elsewhere, or an individual who has the status of bankrupt or a person who has been barred by a Court of law from holding such an office.
 
126.   Acceptance of office. The sole director may accept his office expressly by signing an Acceptance of Office form to this end. Furthermore, his acceptance may be made tacitly and, in such a case, if may be inferred from his actions or inaction.
 
127.   Term of office. The sole director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected. The sole director shall remain in office as long as he is qualified, and his office shall not end until his successor or replacement is appointed or elected.
 
128.   End of term of office. The term of office of the sole director of the Corporation shall end in the event of his death, of his resignation, ipso facto if he no longer qualifies as a director or in the event he becomes a non resident Canadian.
 
129.   Powers. The sole director shall exercise all the powers of the Corporation and act simultaneously in this capacity as director and as sole shareholder in all decisions and actions on behalf of the Corporation.
 
130.   Banking. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the sole director who may

- 34 -

 

    designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
 
131.   Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the sole director alone or by officers, agents or representatives he has authorized in writing and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality.
 
132.   Remuneration and expenses. The sole director may fix his own remuneration without having to make a resolution to this end. The sole director may take advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office.
 
133.   Conflict of interest. The sole director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to a material contract or to a proposed material contract with the Corporation is deemed to have disclosed his interest in the manner provided by the Act.
 
134.   By-laws. The sole director, by way of resolution in writing, may make, amend or repeal any by-law governing the business and the affairs of the Corporation acting in his dual capacity as sole director and shareholder.
 
B.   OFFICERS
 
135.   Appointment and cumulative duties. The sole director shall hold the office of President of the Corporation and any other office which he so decides. He may also create any other office and appoint thereto qualified persons, to represent the Corporation and to discharge the duties which he determines.
 
136.   Term of office. The term of office of the officers appointed by the sole director of the Corporation shall begin with their acceptance of the office and such acceptance may be inferred from their actions, from their acts or from their deeds. Their term of office shall continue until their successors or their replacements shall have been appointed by the sole director.
 
137.   Remuneration. The sole director shall fix the remuneration of the officers of the Corporation without having to make a resolution to this end.
 
138.   Powers. The sole director shall determine the powers of the other officers of the Corporation. The sole director may delegate to them all his powers except the reserved powers. The officers shall have the powers inherent in the Act or which normally relate to their office.

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139.   Conflict of interest. Any officer, other than the sole director, shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare or disclose any conflict of interest to the sole director.
 
140.   Resignation. Any officer may resign from office by forwarding a letter of resignation to the sole director of the Corporation. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at any later date specified therein. The resignation of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation. The resignation shall not relieve the officer of the obligation of paying any debt owing by him to the Corporation before his resignation became effective.
 
141.   Removal from office. The sole director may remove from office any officer of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation.
 
C.   FINANCIAL AFFAIRS
 
142.   Financial year. The date of the end of the financial year of the Corporation shall be determined by the sole director.
 
143.   Appointment of an auditor. The sole shareholder, by way of a resolution in writing, may appoint or decide not to appoint an auditor to serve until the next resolutions in lieu of an annual meeting of the shareholders.
 
144.   Removal of an auditor. The auditor may be removed at any time by the sole shareholder of the Corporation by way of a resolution in writing.
 
145.   Professional accountant. The sole director and shareholder, acting in both capacities, may decide not to appoint an auditor and instead to appoint a professional accountant to prepare the financial statements of the Corporation and to discharge such other duties as the sole director may determine until the next resolutions in lieu of an annual meeting of the shareholders. The sole director shall also fix the remuneration of the professional accountant without having to make a resolution to this end and he shall fill any vacancy which may occur in the position of the professional accountant.
 
§3.   SOLE SHAREHOLDER
 
A.   SHARES AND DIVIDENDS
 
146.   Allotment and issue of shares. The sole director shall have absolute power of the share capital of the Corporation, and, in particular, by way of resolution, he may accept subscriptions for shares, allot or issue shares of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as he sees fit.

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147.   Share certificates. The sole shareholder is entitled to a share certificate representing the shares of each class he holds in the Corporation. Such certificate shall be in the form approved by the sole director as evidenced by his signature on the certificate.
 
148.   Dividends. Subject to it being established that the Corporation is or will be able to discharge its liabilities when due and that the realizable value of its assets will not be less than the aggregate sum of its liabilities and of its stated capital, the sole director may declare and pay dividends to the sole shareholder according to his rights and to his interests in the Corporation.
 
B.   RESOLUTIONS OF THE SOLE SHAREHOLDER
 
149.   Powers. The sole shareholder shall exercise by himself all the powers which the Act expressly reserves for the shareholders by making resolutions of the sole shareholder. A copy of these resolutions shall be kept in the Corporate Records Book.
 
150.   Annual and other resolutions. The sole director and shareholder may act in both capacities to pass any resolutions and in particular to proceed with the organizational proceedings and annual resolutions without having to distinguish between the resolutions of the sole director or the sole shareholder.
By-law Number 1 passed this October 23, 2009.
         
  [SIGNATURE]    
  President and/or Secretary   
     

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BY-LAW NUMBER 2
being the
GENERAL BORROWING BY-LAW OF
CASCADES TENDERCO INC.
The following general borrowing by-law of the Corporation, also referred to as By-law Number 2, which authorizes the directors to borrow money upon the credit of the Corporation, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Canada Business Corporations Act.
1.   In addition to the powers conferred on the directors by the articles and without restricting the generality of the powers conferred on the directors by section 189 of the Canada Business Corporations Act, the directors, if they see fit, and without having to obtain the authorization of the shareholders, may:
  (a)   borrow money upon the credit of the Corporation;
 
  (b)   issue, reissue, sell or give in guarantee the debt obligations of the Corporation;
 
  (c)   guarantee in the name of the Corporation the execution of the obligation of another person; and
 
  (d)   grant a hypothec or a mortgage, even a floating hypothec or mortgage, on all property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation.
2.   No provision shall limit or restrict the borrowing power of the Corporation on bills of change or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
 
3.   The directors, by way of resolution, may delegate the powers conferred on them by paragraph 1 above to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Corporation.
 
4.   The powers hereby conferred are deemed to be supplementary to, and not in substitution of, any borrowing powers possessed by the directors or by the officers of the Corporation independent of a borrowing by-law.
By-law Number 2, passed this October 23, 2009
         
  [SIGNATURE]    
  President and/or Secretary   
     

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BY-LAW NUMBER 3
being the
BANKING BY-LAW OF
CASCADES TENDERCO INC.
The following banking by-law, also referred to as By-law Number 3, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Canada Business Corporations Act.
1.   The directors of the Corporation shall be authorized to borrow money from a bank or from a financial institution upon the credit of the Corporation, for the required amounts and by way of overdraft loan or otherwise without the consent of the shareholder(s).
 
2.   All promissory notes or other negotiable instruments, including partial or complete renewals covering such loans as well as the agreed-upon interest accruing therefrom, given to the said bank or financial institution and signed in the name of the Corporation by the officers of the Corporation authorized to sign such negotiable instruments shall be binding on the Corporation.
 
3.   All contracts, deeds, documents, concession and other guarantees reasonably required by said bank or financial institution or by its legal advisers, for one of the purposes stated above, shall be executed, completed and delivered by the duly authorized officers of the Corporation.
 
4.   The present by-law shall remain in force until another by-law repealing it has been confirmed by the shareholders and until a copy thereof has been delivered to the said bank or financial institution.
By-law Number 3, passed this October 23, 2009
         
  [SIGNATURE]    
  President and/or Secretary   
     
 

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EX-3.63 19 y83788exv3w63.htm EX-3.63 exv3w63
Exhibit 3.63
     
 
    
(LOGO)   Industry Canada
   Industrie Canada
     
Certificate
of Amendment
   Certificat
de modification
 
    
Canada Business
Corporations Act
   Loi canadienne sur
les sociétés par actions

         
DOPACO CANADA, INC.
       048604-3
 
        
 
    
 
Name of corporation-Dénomination de la société
       Corporation number-Numéro de la société
 
        
I hereby certify that the articles of the above-named corporation were amended:
       Je certifie que les statuts de la société susmentionnée ont été modifiés:
       
a)   under section 13 of the Canada Business Corporations Act in accordance with the attached notice;
   o  
a)   en vertu de 1’article 13 de la Loi canadienne sur les sociétés par actions, conformément à 1’avis ci-joint;
 
        
b)   under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares;
   o  
b)   en vertu de 1’article 27 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes désignant une série d’actions;
 
        
c)   under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;
   þ  
c)   en vertu de 1’article 179 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes;
 
        
d)   under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization;
   o  
d)   en vertu de 1’article 191 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses de réorganisation ci-jointes;
         
/s/ Richard G. Shaw
 
       August 28, 2005 / le 28 août 2005
Richard G. Shaw
       Date of Amendment — Date de modification
Director — Directeur
        
(CANADA LOGO)

 

 

             
(LOGO)  Industry Canada   Industrie Canada   ELECTRONIC TRANSACTION
REPORT		   RAPPORT DE LA TRANSACTION
ÉLECTRONIQUE
             
Canada Business   Loi canadienne sur les   ARTICLES OF AMENDMENT   CLAUSES MODIFICATRICES
Corporations Act   sociétés par actions   (SECTIONS 27 OR 177)   (ARTICLES 27 OU 177)
         
Processing Type - Mode de traitement:
   E-Commerce/Commerce-É    
         
1.  Name of Corporation - Dénomination de la société
   2. Corporation No. - N° de la société
 
        
DOPACO CANADA, INC.
      048604-3
 
        
3.   The articles of the above-named corporation are amended as follows:
Les statuts de la société mentionnée ci-dessus sont modifiés de la facon suivante:
Section 2 of the Articles of Incorporation of the Corporation is amended in order to provide that the place in Canada where the registered office will be located shall be:
Province of Ontario
             
Date
  Name-Nom   Signature   Capacity of - en qualité
2005-08-24
  MIRANDA MELFI   /s/ Miranda Melfi   DIRIGEANT AUTORISÉ
Page 1 of 1
(CANADA LOGO)

 

EX-3.73 20 y83788exv3w73.htm EX-3.73 exv3w73
Exhibit 3.73
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:58 AM 04/01/2004
FILED 08:58 AM 04/01/2004
SRV 040239421 — 3781587 FILE
 
CERTIFICATE OF FORMATION
OF
NORAMPAC DELAWARE LLC
 
     This Certificate of Formation of Norampac Delaware LLC (the “LLC”), dated as of March 31, 2004, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.)
     FIRST. The name of the limited liability company is Norampac Delaware LLC.
     SECOND. The address of the registered office of the LLC in the State of Delaware is c/o RL&F Service Corp., One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware 19801.
     THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware are RL&F Service Corp., One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware 19801.
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.
         
     
  /s/ Robert Hall    
  Name:   Robert Hall   
  Authorized Person   

 

EX-3.74 21 y83788exv3w74.htm EX-3.74 exv3w74
Exhibit 3.74
AMENDMENT TO LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF NORAMPAC DELAWARE LLC
(the “Company”)
 
     WHEREAS it is necessary to amend Article 1 (“Organization”) Section 1.5 Principal Place of Business of the Operating Agreement of the Company adopted as of April 19, 2004 to reflect a change in the place of business on the Company.
     WHEREAS the Board of Managers has consented to the amendment the Operating Agreement as of June 2, 2005.
     IT IS HEREBY AGREED:
THAT Article 1 (“Organization”) Section 1.5 Principal Place of Business of the Operating Agreement of the Company is amended to provide in its entirety as follows:
          ARTICLE I. ORGANIZATION.
Section 1.5 Principal Place of Business. The principal place of business of the Company shall be at 4001 Packard Road, Niagara Falls, New York 14303, or such other location as the Board may from time to time determine.
    THAT all other terms and conditions of the Agreement remain unchanged.
June 2, 2005
         
/s/ Marc-André Dépin    
Marc-André Dépin   
   
/s/ Thomas Marron    
Thomas Marron   
   
/s/ Sal Sciarrino    
Sal Sciarrino   
   
 

 

 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF NORAMPAC DELAWARE LLC

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF NORAMPAC DELAWARE LLC
     This Limited Liability Company Operating Agreement (including any exhibits attached hereto, as amended from time to time, the “Agreement”) of Norampac Delaware LLC, a Delaware limited liability company (the “Company”) is made as of April 19, 2004 by 3815251 Canada Inc., a corporation organized under the laws of Canada, as the sole member (the “Member”) of the company.
     WHEREAS, the Company was formed as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Act”), by the filing of a Certificate of Formation of the company with the office of the Secretary of State of Delaware on April 1, 2004 (the “Certificate”) and the execution of this Agreement.
     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:
ARTICLE I
ORGANIZATION
     Section 1.1 Formation. The Company has been formed as a Delaware limited liability company for the purposes set forth herein by the filing of the Certificate under and pursuant to the provisions of the Act. The Member hereby agrees that the rights, duties and liabilities of the Member, the Company and the Board (as hereinafter defined) shall be as provided in the Act, except as otherwise provided herein.
     Section 1.2 Name. The name of the Company is Norampac Delaware LLC. The business of the Company may be conducted under any other name or names designated by the Board in compliance with all applicable laws.
     Section 1.3 Term. The term of the Company shall commence on the date the Certificate was filed in the office of the Secretary of the State of Delaware and shall be perpetual, unless the Company is dissolved as provided herein.
     Section 1.4 Registered Agent and Office. The Company’s registered agent and office in Delaware shall be RL&F Service Corp. and its address is One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, New Castle County, Delaware 19801. Subject to amending the Certificate, the Board from time to time may designate another registered agent and/or registered office.

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     Section 1.5 Principal Place of Business. The principal place of business of the Company shall be at 175 Pioneer Drive, Pioneer Industrial Park, Leominster, Massachusetts 01453, or such other location as the Board may from time to time determine.
     Section 1.6 Qualification in Other Jurisdictions. The Board shall cause the Company to be qualified or registered as a foreign limited liability company in any jurisdiction in which the Company transacts business and such qualification or registration is required by law.
     Section 1.7 Company Disregarded for Tax Purposes. The Member intends that the Company shall be disregarded as an entity separate from the Member for U.S. federal income tax purposes and the Company and the Member shall take all appropriate actions to effectuate that intent.
ARTICLE II
PURPOSES AND POWERS OF THE COMPANY
     Section 2.1 Purposes. The Company may carry on any business, purpose or activity permissible under the Act.
     Section 2.2 Powers of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1, including, but not limited to, the power:
  (a)   to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the business of the Company;
 
  (b)   to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Covered Person (as defined in Section 8.1(a) hereof) or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the business of the Company;
 
  (c)   to sue or be used, complain and defend, and participate in administrative or other proceedings, in its name;
 
  (d)   to appoint employees and agents of the Company, and define their duties and fix their compensation;
 
  (e)   to indemnify any person in accordance with the Act;
 
  (f)   to cease its activities and cancel its Certificate in accordance with the Act;

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  (g)   to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;
 
  (h)   to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the business of the Company; and
 
  (i)   to carry out the acts as set forth in Exhibit B attached hereto.
ARTICLE III
MEMBER
     Section 3.1 Powers of the Member. The Member shall have the power to exercise only those rights or powers granted to the Member pursuant to the express terms of this Agreement. The affirmative written consent of the Member shall constitute the act of the Member for purposes of any provision of this Agreement or the Act.
     Section 3.2 Limitations on Actions of Member. The Member shall have no power to bind the Company and will not participate in the management of the Company, except as otherwise expressly provided herein or as authorized by resolution of the Board.
     Section 3.3 Admission. By execution of this Agreement, the Member is admitted as a member of the Company.
ARTICLE IV
BOARD OF MANAGERS
     Section 4.1 Designation of the Board. Except as otherwise expressly provided herein, the power and authority to manage, or to direct the management of, the Company’s business and affairs shall be vested exclusively in a board of managers of the Company (the “Board”). The Board shall consist of three members. The initial members of the Board shall be Andrew Michael Beaumont, Thomas Marron and Marc-André Dépin. Each member of the Board shall serve until his death, resignation or removal in accordance with the terms hereof. Upon the death, resignation or removal of any member of the Board, the Member shall appoint a successor thereto. Each member of the Board shall be a “manager” of the Company within the meaning of the Act.
     Section 4.2 Officers. The Company’s officers shall consist of a President, a Vice-President, a Secretary, an Assistant-Secretary, a Treasurer, an Assistant Treasurer and such other officers as the Board may designate from time to time. Except for the initial officers, the Board shall appoint the officers of the Company and he Board may delegate to such officers such general or specific powers and duties as it shall deem necessary and appropriate. The initial officers of the Company shall be as follows: President — Marc André Dépin; Secretary — Thomas Marron; Vice-President and Treasurer — Andrew Michael Beaumont; Assistant Treasurer — Sal Sciarrino; and Assistant-Secretary — Lucie-Claude Lalonde. Except to the extent otherwise

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modified herein, each member of the Board and officer of the Company shall have fiduciary duties identical to those of directors and officers of business corporations organized under the general corporation laws of the State of Delaware.
     Section 4.3 Powers of the Board. The powers exercised by, or under the authority of, the Board in furtherance of the business of the Company shall include, but not be limited to, the following:
  (a)   entering into, making and performing contracts, agreements and other undertakings that may be necessary, appropriate or advisable in furtherance of the business of the Company;
 
  (b)   opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company;
 
  (c)   collecting funds due to the Company;
 
  (d)   acquiring, utilizing for the Company’s purposes, maintaining and disposing of any assets of the Company;
 
  (e)   to the extent that funds of the Company are available therefore, paying debts and obligations of the Company;
 
  (f)   borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings;
 
  (g)   loaning money to any person or persons;
 
  (h)   employing, contracting with or retaining from time to time persons, firms or entities in connection with the operation and management of the Company’s business on such terms and for such compensation as the Board (or any officer authorized by the Board) shall determine, notwithstanding the fact that any member of the Board or the Member may have a financial interest in such firms or entities;
 
  (i)   making elections available to the Company under the United States Internal Revenue Code of 1986, as amended (or any successor law) or tax laws of any jurisdiction in which the Company is engaged in business;
 
  (j)   declaring distribution to the Member in accordance with the terms hereof and the Act; and
 
  (k)   obtaining general liability, property and other insurance for the Company.

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     Section 4.4 Restrictions upon Authority. Without the prior written consent of the Member, neither the Board nor any officer shall cause the Company to take any of the following actions:
  (a)   sell or otherwise dispose of all or substantially all of the assets of the Company;
 
  (b)   merge or consolidate with or into any other entity or permit the merger or consolidation of another entity with or into the Company; or
 
  (c)   to the fullest extent permitted by law, voluntarily dissolve.
     Section 4.5 Reimbursement. The Company shall reimburse any member of the Board or officer for all ordinary and necessary pre-approved out-of-pocket expenses incurred by such member of the Board or officer on behalf of the Company. Such reimbursement shall be treated as an expense of the Company that shall be deducted in computing net profits and shall not be deemed to constitute a distributive share of net profits or a distribution or return of capital to any person.
     Section 4.6 Removal of a Board Member.
  (a)   The Member may remove any member of the Board at any time with or without cause.
 
  (b)   The removal of any member of the Board shall become effective on such date as may be specified by the Member.
     Section 4.7 Resignation of a Board Member. A member of the Board may resign from such position at any time by means of written notice delivered to the Member.
     Section 4.8 Meetings of the Board.
  (a)   Regular meetings of the Board shall be held at least annually as agreed by the Board. Special meetings of the Board may be called by any member of the Board of delivery of notice to all other Board members at least 48 hours prior to such meeting. Notice may be waived by any board member by attendance at the meeting or written waiver. Notice of any special meeting shall state the nature of the business to be transacted at such meeting. Meetings of the Board shall be held at the principal place of business of the Company as set forth in Section 1.5 hereof or at such other place within the United States as the Board may determine. The presence of a majority of the members of the Board shall constitute a quorum for the transaction of any business at a meeting of the Board. Exceptionally, a member of the Board shall be deemed present at any meeting if he attends in person or by telephone or other means by which he can be heard and can hear the deliberations of the other Board members present at such meeting. Except as otherwise expressly provided in this Agreement, the vote of a majority of the members of the entire Board shall constitute the act of the Board.

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  (b)   Any action required or permitted to be taken at any regular or special meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by a majority of the Board members. The written consent shall be delivered to the Company for inclusion in the minutes.
ARTICLE V
UNITS; CAPITAL CONTRIBUTIONS
     Section 5.1 Units.
  (a)   The Member’s limited liability company interest in the Company shall be divided into units, each unit reflecting a capital contribution of an agreed value of US$10 (each, a “Unit”).
 
  (b)   The Member shall be entitled to have a certificate, substantially in the form of Exhibit A hereto (with such changes as may from time to time be authorized by the Board) and signed in the name of the Company by (i) the President and the Secretary or (ii) the President and the Treasurer, certifying the number of whole or fractioned Units owned by the member (any such certificate, a “Unit Certificate”). The Board may direct a new Unit Certificate or Unit Certificates to be issued in place of any Unit Certificate or Unit Certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person or entity claiming the Unit Certificate to be lost, stolen or destroyed and the provision by such person of such indemnities and other protections of the Company as the Board may determine.
     Section 5.2 Capital Contributions.
  (a)   Pursuant to Section 18-301(d) of the Act, the Member shall not be required to make any capital contribution to the Company. However, the Member may make capital contributions to the Company at any time upon the written consent of the Member, which consent may be evidenced by the Member’s entering into a subscription agreement with the Company. To the extent that the Member makes a capital contribution to the Company, the Company shall issue a Unit Certificate to the Member reflecting such capital contribution. If a contribution is in a form other than cash, the Board shall determine the agreed value of such contribution and the Company shall issue a new Unit Certificate therefore. The provisions of this Agreement, including this Section 5.2, are intended to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company.

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  (b)   It is contemplated that initially the Member shall, pursuant to a subscription agreement, make a capital contribution to the Company in cash in the amount of US$6000. Upon receipt of the contribution by the Company, the President shall be authorized on behalf of the Company to issue, and shall issue, 600 Units to the member without any requirement of further authorization by the Company or the Board. The Units shall be represented by a Unit Certificate signed on behalf of the Company by (i) the President and by the Secretary or (ii) the President and the Treasurer.
 
  (c)   The Company shall maintain a Stated Capital account for the Units issued to the Member. “Stated Capital” shall mean the amount recorded in such account in respect of Units issued in accordance with this Article V. Upon the issuance of Units, the capital contributions in respect of such Units shall be added to the Stated Capital account. Upon any distribution that constitutes a return of all or any portion of the Stated Capital to the Member, the Stated Capital shall be automatically reduced to an amount equal to the undistributed portion of such Stated Capital or, if all of such Stated Capital has been distributed, to zero (but in no event shall the Stated Capital be less than zero).
 
  (d)   The Member shall not receive any interest, salary or drawing with respect to its capital contributions for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as provided in Article VI.
ARTICLE VI
DISTRIBUTIONS
     Section 6.1 Distributions. Prior to the dissolution of the Company, the Company shall make distributions to the Member when, in the manner and in the amounts determined by the Board. The Board shall designate, in its sole discretion, whether any distribution is (i) a distribution that constitutes a return of all or any portion of the Stated Capital with respect to a Unit, or (ii) a Dividend on a Unit. A “Dividend” shall mean any distribution to the Member other than a distribution that constitutes a return of any Stated Capital in respect of a Unit. Proceeds from the liquidation of assets of the Company upon dissolution shall be distributed in accordance with Section 9.3. Notwithstanding any provision to the contrary in this Agreement, the Company shall not be required to make a distribution to the member on account of its interest in the Company if such distribution would violate the Act or any applicable law.
ARTICLE VII
BOOKS AND RECORDS; ACCOUNTING AND TAX MATTERS
     Section 7.1 Books, Records and Financial Statements.
  (a)   At all times during the continuance of the Company, the Company shall maintain or cause to be maintained, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs

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      and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company business in accordance with generally accepted accounting principles consistently applied.
  (b)   The Company’s fiscal year shall end on the 31st day of December of each year.
 
  (c)   The Company shall prepare, or cause to be prepared, and deliver to the Member within 75 days after the close of each fiscal year and 30 days after the close of each fiscal quarter, the following financial statements:
  (i)   balance sheet of the Company as of the close of such fiscal year or fiscal quarter (as applicable);
 
  (ii)   statement of Company profits and losses for such fiscal year, or fiscal quarter (as applicable);
 
  (iii)   statement of cash flows for such fiscal year or fiscal quarter (as applicable).
  (d)   The Company’s books and records shall be open to inspection and examination at reasonable times by the Member and its duly authorized representatives for any purpose reasonably related to the Member’s interest in the Company.
ARTICLE VIII
LIABILITY, EXCULPATION AND INDEMNIFICATION
     Section 8.1 Liability
  (a)   Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no officer, Board member or the Member, or any of the Member’s directors, officers, agents or employees, or any affiliate of any of the foregoing (the “Covered Persons”), shall be obligated personally for any such debt, obligation or liability of the company solely by reason of being a Covered Person.
 
  (b)   Except as otherwise expressly required by law, the Member, in its capacity as such, shall have no liability in excess of (i) the amount of its capital contributions, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments expressly provided for in this agreement, and (iv) the amount of any distributions wrongfully distributed to it.
     Section 8.2 Exculpation.
  (a)   No Covered Person shall be liable to the Company or any other person or entity bound by this Agreement for any loss, damage or claim incurred by reason of any

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      act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of the gross negligence or willful misconduct of that Covered Person.
  (b)   A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
    Section 8.3 Fiduciary Duty.
  (a)   To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other person or entity bound by this Agreement for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.
 
  (b)   Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein provides that a Covered Person shall act in a manner that is, or provide terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, to the fullest extent permitted by law, including Section 18-110(c) of the Act, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.
     Section 8.4 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted

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by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 8.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.
     Section 8.5 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount of such Covered Person to repay such amount if it shall be determined that such Covered Person is not entitled to be indemnified as authorized in Section 8.4 hereof.
ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION
     Section 9.1 Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
  (a)   the determination of the Member that the Company be dissolved;
 
  (b)   the entry of a decree of judicial dissolution in accordance with the Act;
 
  (c)   the last member of the Company ceasing to be a member of the company unless the Company is continued without dissolution in accordance with the Act.
     Section 9.2 Notice of Dissolution. Upon the dissolution of the Company, the person or persons (or entity or entities) approved by the Board to carry out the winding up of the Company (the “Liquidating Trustee”) shall promptly notify the Member of such dissolution.
     Section 9.3 Liquidation. Upon dissolution of the Company, the Liquidating Trustee shall immediately commence winding up the Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Member to minimize the normal losses attendant upon a liquidation. The Member shall be furnished with a statement prepared by the Company’s certified public accountants that shall set forth the assets and liabilities of the company as of the date of dissolution. The proceeds of liquidation shall be distributed, as realized, in the following order and priority:
  (a)   to creditors of the Company, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to the Member; and

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  (b)   to the Member, the remaining proceeds of liquidation.
     Section 9.4 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article IX, and the Certificate shall have been canceled in the manner required by the Act.
     Section 9.5 Claims of the Member. The Member shall look solely to the Company’s assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member shall have no recourse against the company or any Board member.
ARTICLE X
AMENDMENT
     This Agreement may be modified at any time by the Member by a writing executed by the Member.
ARTICLE XI
MISCELLANEOUS
     Section 11.1 Notices. All notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered by hand, faxed, sent by overnight delivery service, or mailed by registered or certified mail, return receipt requested, as follows:
  (a)   if given to the Company, in care of the Board at the Company’s mailing address set forth in Section 1.5 of this Agreement;
 
  (b)   if given to the Member, at 3815251 Canada Inc., 752 Sherbooke Street West, Montréal, Québec, Canada, H3A 1G1.
    All such notices shall be deemed to have been given when actually received.
     Section 11.2 Failure to Pursue Remedies. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
     Section 11.3 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statue, ordinance or otherwise.

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     Section 11.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their successors, legal representatives and assigns.
     Section 11.5 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. All references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
     Section 11.6 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
     Section 11.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.
     Section 11.8 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
     Section 11.9 Governing Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.
     Section 11.10 Certain Organizational Matters. Notwithstanding any other provision of this Agreement the matters relating to the formation and organization of the Company set forth in Exhibit B hereto are hereby incorporated herein and approved effective as of the date hereof.
     Section 11.11 Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate with the office of the Delaware Secretary of State on April 1, 2004.

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     IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly executed this Limited Liability Operating Agreement as of the 19th day of April, 2004.
         
  3815251 CANADA INC.


  
  By:   /s/ Charles Smith    
    Name:   Charles Smith   
    Title:   Vice-President and Chief Financial Officer   

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EXHIBIT A — FORM OF UNIT CERTIFICATE
UNIT CERTIFICATE FOR
NORAMPAC DELAWARE LLC
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW OF ANY SALE OR DISTRIBUTION HEREOF.
Certificate Number                     
Norampac Delaware LLC, a Delaware limited liability company (the “Company”), hereby certifies that                                          (the “Holder”) is the registered owner of                      units of limited liability company interests in the Company (the “Units”). THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS AND LIMITATIONS OF THE UNITS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE UNITS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, DATED AS OF APRIL 19, 2004, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Units evidenced hereto, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Agreement. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to the Company at its principal place of business. The Company maintains books for the purpose of registering the transfer of Units.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date set forth below.
         
  NORAMPAC DELAWARE LLC

 		  
Dated:                                                 
    Name:   Marc-André Dépin   
    Title:   President   
 
     
        
    Name:   Thomas Marron   
    Title:   Secretary   

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EXHIBIT B — ORGANIZATIONAL MATTERS
  1.   General Organizational Matters
 
  (a)   All actions heretofore taken by Robert F. Hall, as the authorized person acting in connection with the formation of the Company are hereby ratified, confirmed and approved in all respects.
 
  2.   Bank Accounts
 
  (a)   The President or the Treasurer is hereby authorized and empowered:
  (i)   to open, continue or discontinue such bank account or bank accounts with such bank or banks and in such place or places as he or she may deem expedient;
 
  (ii)   with respect to such bank accounts, to sign all cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued, accepted or endorsed in the name of the Company, contracts for letters of credit and forward exchange and agreements obligating the Company to any such bank in respect of obligations or liabilities incurred or to be incurred by the bank for the account or benefit of the Company and the President or the Treasurer may (a) endorse notes and drafts for collection on account of the Company through its bankers and endorse notes and cheques for deposit with the Company’s bankers for the credit of the Company or the same may be endorsed “for collection” and “for deposit” with the bankers of the company by using the Company’s rubber stamp for the purpose; and (b) arrange, settle, balance and certify all books and accounts between the Company and its bankers and receive all paid cheques and vouchers and sign all forms of settlement of balances and release or verification slips; and
 
  (iii)   with respect to such bank accounts, to appoint from time to time and for such period as the President or the Treasurer deems advisable, such person or persons as the President or Treasurer may determine to exercise for and on behalf and in the name of the Company all or any of the powers described in the foregoing paragraph, provided always that except in such cases as the President or Treasurer may otherwise determine such powers shall be exercised jointly by two of the persons so appointed subject to the limitations contained in their appointment.
  (b)   The said bank or banks shall be furnished with specimens of the signatures of the said persons from time to time authorized to sign in respect of the said account or accounts.

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  (c)   The signature or signatures of any such person or persons may, if specifically authorized by the President or the Treasurer of the Company in the manner aforesaid, be mechanically reproduced on cheques and the Company’s bankers are authorized and directed to honor, pay and charge to the account or accounts of the Company all instruments purporting to be cheques issued by the Company and bearing a facsimile or facsimiles of the signature or signatures of a person or persons having authority to sign cheques on behalf of the Company to the same extent as though they had been manually signed by such person or persons.
 
  (d)   Except as herein expressly provided, none of the President, the Treasurer or any other person shall have any power to delegate his or her authority hereunder.
 
  (e)   A certified copy of this Exhibit B to the LLC Agreement may be delivered to the said bank or banks as evidence of the authorization and approval of the matters described herein, and such bank or banks shall be entitled to rely on it and it shall remain in full force and effect until the said bank or banks shall receive written notice of the revocation thereof.
 
  3.   Issuances of Membership Interests
 
  (a)   The President and the Secretary, acting together, or the President and the Treasurer, acting together, are hereby authorized and directed to issue to the Member, as sole member of the Company, one unit of limited liability company interest in the Company for each payment to the Company (or contribution to the Company of property having a value) of US$10.00 as may be made from time to time.
 
  (b)   At any time that the Member executes and delivers to the Company, a subscription agreement, the Company is hereby authorized to execute, deliver and perform the subscription agreement, and one or more officers of the Company are authorized to execute and deliver the subscription agreement on behalf of the Company.
 
  4.   General Authorization
 
      The officers of the Company each are hereby authorized and empowered for and on behalf the Company to execute and deliver such agreements, certificates and other instruments and documents, in such form and with such terms and provisions as any such officer may approve, his or her execution thereof to be conclusive evidence of such approval, and to take such other action, as any of them may deem necessary or appropriate to carry out the intent and purposes of the authorizations described in the foregoing paragraphs of this Exhibit B.

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EX-3.75 22 y83788exv3w75.htm EX-3.75 exv3w75
Exhibit 3.75

          
(LOGO)
  DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4289
(776) 684 5708
Website: secretaryofstate.biz 		   

Articles of Incorporation
(PURSUANT TO NRS 78)
Entity #
E0172242005-4
Document Number:
20050097671-67

Date Filed:
4/1/2005 11:50:29 AM
In the office of
/s/ Dean Heller    
Dean Heller
Secretary of State


     
Important Read attached instructions before completing form.
  ABOVE SPACE IS FOR OFFICE USE ONLY
                     
1.
  Name of
Corporation: 		  Norampac Export Sales Corp.        
 
                    
2.
  Resident Agent Name and Street Address:
(must be a Nevada address where process may be served) 		  Export Assist International, Inc.
Name
1802 North Carson Street, Suite 212
Street Address 		  Carson City
City 		NEVADA   89701
Zip Code
 
      Optional Mailing Address   City State  Zip Code
 
                    
3.
  Shares:                
 
  (number of shares corporation authorized to issue)  
Number of shares with
par value:                 2,500                                 Par value: $1.00 		 
Number of shares
without par value: 		0  
 
                    
4.
  Names & Addresses of Board of Directors/Trustees: (attach additional page there is more than 3 directors/trustees   1. Sal Sciarrino
   Name
1802 North Carson Street, Suite 212
Street Address 		 

Carson City
City

NV
        State 

89701
Zip Code
 
      2.          
 
         Name   Carson City    
 
 
      Street Address         City         State Zip Code
 
      3.          
 
         Name

Street Address 		  Carson City
City 		        State Zip Code
 
                    
5.   Purpose :   The purpose of this Corporation shall be:
    (optional – see   Interest Charge Domestic International Sales Corporation and the transaction of all lawful businesses
 
  instructions)                
 
                    

 

                     
6.
  Names, Address and Signature of Incorporator, (attach additional page there is more than 1 incorporator)   Export Assist International, Inc.
Name 		  /s/ [SIGNATURE]
Signature
 
    1802 North Carson Street, Suite 212
Address 		  Carson City
City 		NV
state 		    89701
    Zip Code
 
                    
7.
  Certificate of Acceptance of Appointment of Resident Agent:   I hereby accept appointment as Resident Agent for the above named corporation.
 
    [SIGNATURE]
Authorized Signature of R.A. or On Behalf of R.A. Company 		  4-1-05
Date 		 
This form must be accompanied by appropriate fees. See attached fee schedule.

-2-

 

         
CERTIFICATE OF SECRETARY
OF
Norampac Export Sales Corp.
a Nevada corporation
     The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Norampac Export Sales Corp., a Nevada corporation (the “Corporation”). In compliance with Section 78.105 of the Nevada Revised Statutes and Article I, Section 1.1 of the Bylaws of the Corporation, attached hereto as Exhibit A is a true, correct and complete copy of the Bylaws of the Corporation, in effect as of the date hereof.
     The undersigned further states that the name of the custodian of the stock ledger or a duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger is kept, is as follows:
Export Assist International, Inc.
1802 North Carson Street, Suite 212
Carson City, NV 89701
     IN WITNESS WHEREOF, the undersigned has made and executed this Certificate on April 1, 2005.
         
     
  /s/ Sal Sciarrino    
  Sal Sciarrino   
  Secretary   
 

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EX-3.76 23 y83788exv3w76.htm EX-3.76 exv3w76
Exhibit 3.76
BYLAWS
OF
Norampac Export Sales Corp.
(a Nevada corporation)
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE; RESIDENT AGENT AND REQUIRED RECORDS
     The corporation shall maintain a registered office and resident agent in the State of Nevada. The registered office and/or resident agent of the corporation may be changed from time to time by action of the president, any vice president, the secretary or treasurer.
     The corporation shall keep the following records at its registered office: (a) a copy, certified by the secretary of state of the State of Nevada, of its articles of incorporation, and all amendments thereto; (b) a copy, certified by an officer of the corporation, of its bylaws, and all amendments thereto; and (c) a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger is kept.
1.2 OTHER OFFICES
     The corporation may have offices at such places both within or outside the state of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE 2
DIRECTORS, COMMITTEES AND OFFICERS
2.1 BOARD OF DIRECTORS; QUALIFICATIONS AND NUMBER
     The business of the corporation shall be managed by a board of directors, each member of which shall be a “director” and who must be a natural person who is at least 18 years of age. Directors need not be residents of the United States or stockholders of the corporation.

 

 

     The board of directors shall consist of one member, which number may be changed from time to time by action of the board of directors or the stockholders. At all times, there must be at least one director.
2.2 COMMITTEES OF THE BOARD
     The board of directors of the corporation may designate one or more committees, each consisting of at least one director, which has and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, subject to any limitations on authority as may be provided in the resolution establishing the committee. The board of directors may appoint natural persons who are not directors to serve on committees.
2.3 ALTERNATES
     The board of directors of the corporation may designate one or more directors as alternate members of a committee to replace any member who is disqualified or absent from a meeting of the committee. Unless the board of directors appoints alternate members of a committee, the member or members of a committee present at a meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of an absent or disqualified member of the committee.
2.4 QUORUM AND MANNER OF ACTING — COMMITTEES
     The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at the meeting.
2.5 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC.
     The chairman of each committee shall be selected by the board of directors from among the members of the committee. Each committee shall fix its own rules of procedure not inconsistent with these bylaws or the resolution of the board of directors designating the committee. Each committee shall meet at such times and places and upon such call or notice as shall be provided by such rules. Each committee shall keep a record of its actions and proceedings and shall report on them to the board of directors at the board’s next meeting.
2.6 OFFICERS
     The officers of the corporation shall consist of a president, a secretary and a treasurer, and may consist of a chairman of the board, one or more vice presidents, and such assistant secretaries, assistant treasurers, and other officers as the board of directors shall determine. The same person may hold any two or more offices. The board of directors may choose not to fill any office for any period as it may deem advisable. None of the officers need be a director, a stockholder of the corporation or a resident of Nevada.

- 2 -

 

2.7 CHAIRMAN OF THE BOARD
     The chairman of the board, if a chairman of the board has been elected and is serving, shall preside at all meetings of the stockholders and the board of directors. The chairman of the board shall also have power to execute, and shall execute, deeds, mortgages, bonds, contracts and other instruments of the corporation except where required or permitted by law to be otherwise executed and except where the board of directors expressly delegates the execution to some other officer or agent of the corporation. The chairman of the board shall perform such other duties and have such other powers as the board of directors may from time to time assign to him or her. The chairman may sign singly, or with any other officer of the corporation, certificates for shares of stock of the corporation the board of directors has authorized for issuance.
2.8 PRESIDENT
     The president shall be the chief executive officer of the corporation and, in the absence of the chairman of the board, shall preside at all meetings of the stockholders, the board of directors or any committee of the board of which the president is a member. The president shall have the overall supervision of the business of the corporation and shall direct the affairs and policies of the corporation, subject to such policies and directions as the board of directors may provide. The president shall have authority to designate the duties and powers of other officers (except chairman of the board) and delegate special powers and duties to specified officers, so long as such designation is not inconsistent with applicable law, these bylaws or action of the board of directors. The president shall also have the power to execute, and shall execute, deeds, mortgages, bonds, contracts and other instruments of the corporation except where required or permitted by law to be otherwise executed and except where the board of directors expressly delegates the execution to some other officer or agent of the corporation. The president may sign singly, or with any other officer of the corporation, certificates for shares of stock of the corporation the board of directors has authorized for issuance. The president shall vote, or give a proxy, power of attorney or other delegation of authority to any other person to vote, all equity interests of any other entity standing in the name of the corporation. The president in general shall have all other powers and shall perform all other duties incident to the chief executive office of a corporation or as the board of directors may from time to time assign to the president.
2.9 VICE PRESIDENTS
     In the absence of the president, at the president’s request or in the event of the president’s inability or refusal to act, the vice presidents, if any, have been elected and are serving, in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors or the president shall perform all duties of the president, including the duties of the chairman of the board if and as assumed by the president, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties, not inconsistent with applicable laws, these bylaws, or action of the board of directors, as the board of directors or the president may from time to time assign to them. Any vice president may sign singly, or with any other officer of the corporation, certificates for shares of stock of the corporation the board of directors has authorized for issuance.

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2.10 SECRETARY
     The secretary shall: (a) keep the minutes of the meetings of the stockholders, the board of directors and committees of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder, director and committee member which shall from time to time be furnished to the secretary by such stockholder, director or member; (e) have the authority to sign with the chairman of the board, the president or a vice president, certificates for shares of stock of the corporation the board of directors has authorized for issuance; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of the secretary and such other duties as the board of directors, the chairman of the board, or president may from time to time assign to the secretary. The secretary may delegate such details of the performance of duties of the secretary’s office as may be appropriate in the exercise of reasonable care to one or more persons in his or her stead, but shall not thereby be relieved of responsibility for the performance of such duties.
2.11 TREASURER
     The treasurer shall: (a) be responsible to the board of directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with these bylaws; (c) disburse the funds of the corporation as ordered by the board of directors or the president or as otherwise required in the conduct of the business of the corporation; (d) render to the president or the board of directors, upon request, an account of all his or her transactions as treasurer and on the financial condition of the corporation; and (e) in general, perform all duties incident to the office of treasurer and such other duties as the board of directors, the chairman of the board, or the president may from time to time assign to the treasurer. The treasurer may sign, with the chairman of the board, the president, or a vice president, certificates for shares of stock of the corporation the board of directors has authorized for issuance. The treasurer may delegate such details of the performance of duties of such office as may be appropriate in the exercise of reasonable care to one or more persons in his or her stead, but shall not thereby be relieved of responsibility for the performance of such duties. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum, and with such surety or sureties, as the board of directors shall determine.
2.12 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
     The assistant treasurers and assistant secretaries, if any, have been elected and are serving, shall perform all functions and duties which the secretary or treasurer, as the case may be, may assign or delegate; but such assignment or delegation shall not relieve the principal officer from the responsibilities and liabilities of his or her office. In addition, an assistant secretary or an assistant treasurer may sign with the chairman of the board, the president, or a vice president,

- 4 -

 

certificates for shares of stock the board of directors has authorized for issuance; and the assistant secretaries and assistant treasurers shall, in general, perform such duties as the secretary or the treasurer, respectively, or the president or board of directors may from time to time assign to them. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums, and with such surety or sureties, as the board of directors shall determine.
2.13 DIVISIONS AND OFFICIAL POSITIONS
     The board of directors shall have the power to create and establish such operating divisions of the corporation, as it may from time to time deem advisable, and to establish, and abolish, official positions within such divisions, and to assign titles and duties to such positions. The board of directors, the chairman of the board or the president may appoint individuals to, and may, with or without cause, remove them from, official positions established within a division but not filled by the board of directors. The individuals appointed need not be officers of the corporation. Only the board of directors may remove an individual appointed by it to an official position within a division. Those appointed to official positions within divisions may, but need not be, officers of the corporation. The authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.
2.14 SALARIES OF DIRECTORS AND OFFICERS
     Directors and officers shall receive such salary or other remuneration for their services to the corporation as such directors or officers as the board of directors may from time to time determine.
2.15 RESIGNATIONS, REMOVALS AND VACANCIES — DIRECTORS
     Any director may resign at any time by giving notice to the board of directors in writing. Any such resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice. Acceptance of the resignation shall not be necessary to make it effective. In the event of any vacancy in the board of directors or any new directorship created by an increase in the authorized number of directors, a majority of the directors then in office (even if less than a quorum) may choose a successor or fill the newly created directorship. If a director gives notice of his resignation effective as of a future date, the board of directors may choose to fill the vacancy to take effect when such resignation becomes effective. Unless removed sooner, the director so chosen shall hold office until the next annual election of directors by the stockholders and until such director’s successor is duly elected and qualified. In lieu of action by the board of directors, the stockholders may fill any vacancy on the board of directors resulting from a resignation or otherwise, at a special meeting of the stockholders.
     Any director or one or more of the incumbent directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power. In the event of any vacancy in the board of directors resulting from the removal of one or more directors, a majority of the directors then in office (even if less than a quorum) may choose a successor or successors to fill such vacancy.

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Unless removed sooner, the director or directors so chosen shall serve until the next annual election of directors by the stockholders and until such director’s successor is duly elected and qualified. In lieu of action by the board of directors, the stockholders may fill any vacancy on the board of directors resulting from a resignation or otherwise, at a special meeting of the stockholders.
2.16 RESIGNATIONS, REMOVALS AND VACANCIES — OFFICERS
     Any officer may resign at any time by giving notice to the board of directors. Any such resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice. Acceptance of the resignation shall not be necessary to make it effective. The board of directors may remove an officer at any time, either with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the officer. The board of directors may fill a vacancy in any office for the unexpired portion of the term.
ARTICLE 3
STOCK; STOCKHOLDERS AND DISTRIBUTIONS
3.1 SUBSCRIPTIONS FOR SHARES
     Subscriptions to the shares of the corporation, whether made before or after its organization, must be in writing signed by the subscriber(s) and paid in full at such time or in such installments at such times as determined by the board of directors. Any call made by the board of directors for payment on subscriptions must be uniform as to all shares of the same class or series.
3.2 CONSIDERATION FOR SHARES
     The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. The judgment of the board of directors as to the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issues therefor are fully paid. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares. The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid. If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part by action of the board of directors.
3.3 STOCK CERTIFICATES
     Every stockholder is entitled to have a certificate, signed by the chairman of the board, the president, any vice president of the corporation, or any agent of the corporation designated by

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the board of directors, certifying the number of shares owned by such stockholder in the corporation.
3.4 UNCERTIFICATED SHARES
     The board of directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the corporation, or on the respective rights and obligations of the stockholders. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to the Nevada Revised Statutes. At least annually thereafter, the corporation shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously sent hereunder.
3.5 LOST CERTIFICATES
     The corporation, through the chairman of the board, the president or any vice president, may issue a new certificate of stock or, if authorized by the board of directors pursuant to Section 3.4 of these bylaws, uncertificated shares in place of a certificate previously issued by the corporation and alleged to have been lost, stolen or destroyed. The chairman of the board, the president or any vice president may require any owner or legal representative of an owner of a lost, stolen or destroyed certificate to give the corporation a bond or other security sufficient to indemnify the corporation against any claim that may be made against it for the alleged loss, theft or destruction of a certificate, or the issuance of a new certificate or uncertificated shares.
3.6 TRANSFERS OF STOCK
     The shares of stock in the corporation are personal property and are transferable on the books of the corporation, as hereinafter provided. Transfers of shares of stock shall be made only on the books of the corporation by the registered holder thereof or by its attorney or successor duly authorized as evidenced by documents filed with the secretary or transfer agent of the corporation. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and in compliance with any restrictions on transfer of which the corporation has notice applicable to the certificate or shares represented thereby, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The board of directors may adopt such additional rules and regulations as it deems advisable concerning the transfer and registration of certificates of stock of the corporation.
3.7 RESTRICTIONS ON TRANSFERS OF STOCK
     Any stockholder may enter into an agreement with other stockholders or with the corporation providing for any restriction permitted by Section 78.242 of the Nevada Revised Statutes, on the right of such stockholder to transfer shares of stock of the corporation held by such stockholder. The articles of incorporation or bylaws of the corporation may also contain

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restrictions on the transferability of the corporation’s shares. If such restriction is set forth conspicuously on the certificates representing the shares or, in the case of uncertificated shares, is contained in a notice sent pursuant to Section 78.235 of the Nevada Revised Statutes, the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such restriction.
3.8 FRACTIONAL SHARES
     The corporation may execute and deliver a certificate for or including a fraction of a share.
3.9 INSPECTION RIGHTS
     Any person who has been a stockholder of record of the corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of the corporation or has been authorized in writing by the holders of at least 15 percent of all of the corporation’s issued and outstanding shares, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation, to make copies of records, and to conduct an audit of such records. Holders of any voting trust certificates representing 15 percent of the issued and outstanding shares of the corporation shall be regarded as stockholders for the purpose of this Section 3.9. The inspection rights granted by this Section 3.9 shall not be construed as limiting the rights of inspection afforded to the stockholders or voting trust certificate holders by Section 78.257 of the Nevada Revised Statutes.
3.10 TREASURY SHARES
     Shares of its own stock belonging to the corporation or to another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, shall not be counted as outstanding shares for any purpose and may not be counted as assets of the corporation for the purpose of computing the amount available for distributions. Treasury shares may be retired and restored to the status of authorized and unissued shares without an amendment to the articles of incorporation or may be disposed of for such consideration as the board of directors may determine. Notwithstanding the foregoing, the corporation may vote shares of its own stock that it holds in a fiduciary capacity.
3.11 DISTRIBUTIONS TO STOCKHOLDERS
     The board of directors of the corporation may authorize and the corporation may make distributions to its stockholders, including distributions on shares that are partially paid. No distribution may be made if, after giving it effect (a) the corporation would not be able to pay its debts as they become due in the usual course of business or (b) the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon

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dissolution of stockholders whose preferential rights are superior to those receiving the distribution.
3.12 DETERMINATION OF STOCKHOLDERS OF RECORD — RECORD DATE
     The board of directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix, in advance, a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings, or to express consent to corporate action in lieu of a meeting, must be determined. Only stockholders of record on that date are entitled to notice or to vote at such a meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on which the notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to an adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. The board of directors must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting. If a new record date is fixed for an adjourned meeting, notice of the adjourned meting must be given to each stockholder of record as of the new record date.
     In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
ARTICLE 4
MEETINGS, ELECTIONS, AND VOTING
4.1 LOCATION OF STOCKHOLDER AND DIRECTOR MEETINGS
     Meetings of stockholders and directors of the corporation may be held within or without the state of Nevada, at such place as may be designated in the call and notice of the meeting or, if no such designation is made, at the principal executive offices of the corporation.
4.2 ANNUAL MEETINGS
     An annual meeting of the stockholders shall be held on the first Wednesday of March commencing in the year 2006 for, among other things, the election of directors of the corporation for the ensuing year. If such day should fall on a legal holiday, the meeting shall be held on the next succeeding business day that is not a legal holiday. Any other proper business may also be transacted at the annual meeting.

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     The annual meeting of the board of directors shall be held, without any notice other than this bylaw, immediately following the annual meeting of the stockholders, on the same date and time, and at the same place, as such annual meeting of the stockholders. The board of directors shall, at its annual meeting, elect the officers of the corporation for the ensuing year and conduct any other proper business that may come before the meeting.
     Any annual meeting of the stockholders or board of directors may be called by the entire board of directors, any two directors, the chairman of the board, if any, or the president. Notice of the annual meeting of stockholders shall be given in accordance with Article 7 of these bylaws.
4.3 SPECIAL MEETINGS
     Except as otherwise required by law, special meetings of the stockholders for any purpose may be called and the location of the meeting designated by the board of directors, the chairman of the board, or the president. Holders of shares entitled to cast not less than one-third of the votes entitled to be cast at the meeting may also call a special meeting by written request. The written request must state the purposes of the meeting and must be delivered to the chairman of the board or the president. The chairman of the board or the president, as the case may be, shall fix a date, time and place for the meeting as promptly as practicable following receipt of the written request.
     Special meetings of the board of directors may be called by the chairman of the board or the president and shall be called by the secretary at the request of any director, to be held at such time and place, either within or outside Delaware, as shall be designated by the call and specified in the notice of such meeting. Notice of any special meeting shall be given in accordance with Article 7 of these bylaws.
4.4 STOCKHOLDERS MEETINGS; QUORUM; VOTE REQUIRED
     A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, shall be required to constitute a quorum at any meeting of the stockholders. Action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.
4.5 DIRECTORS MEETINGS; QUORUM; VOTE REQUIRED
     A majority of the board of directors of the corporation then in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at any meeting of the board of directors. The act of directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the board of directors.
4.6 ACTION BY WRITTEN CONSENT
     Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent to such action is signed by stockholders holding at least a majority of the voting power, except that if a different

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proportion of voting power is required for such an action at a meeting, that proportion of written consent is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.
     Any action required or permitted to be taken at a meeting of the board of directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or of the committee.
4.7 PARTICIPATION BY CONFERENCE TELEPHONE OR SIMILAR MEANS
     Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
     Members of the board of directors of the corporation, or of any committee designated by the board of directors, may participate in a meeting of the board of directors or committee by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Participation pursuant to this Section constitutes presence in person at the meeting.
4.8 VOTING OF CERTAIN SHARES
     With respect to shares entitled to vote:
  (a)   A person holding stock in a fiduciary capacity is entitled to vote the shares so held.
 
  (b)   A person whose stock is pledged is entitled to vote, unless in the pledge the pledgor has expressly empowered the pledgee to vote the stock, in which case only the pledgee or the proxy of the pledgee may vote the stock.
 
  (c)   Shares standing in the name of another corporation or other entity, domestic or foreign, may be voted by such officer, agent, or proxy as the (i) bylaws or other governing document of such corporation or entity may prescribe or, (ii) in the absence of such provision, as the board of directors or other governing body of such corporation or entity may determine.
4.9 PROXIES
     At any meeting of the stockholders of the corporation, any stockholder may designate another person or persons to act as a proxy or proxies. If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated, unless the stockholder provides otherwise.

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4.10 RELIANCE UPON RECORDS
     Every director of the corporation, or member of any committee designated by the board of directors, shall, in the performance of such director’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS AND OTHER INSTRUMENTS
     The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.
5.2 LOANS
     No loans shall be contracted on behalf of the corporation, or any division thereof, and no evidence of indebtedness, other than in the ordinary course of business, shall be issued in the name of the corporation, or any division thereof, unless authorized by the board of directors. Such authorization may be general or confined to specific instances.
5.3 CHECKS, DRAFTS, ETC.
     All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, or any division thereof, outside of the ordinary course of business shall be signed by such officers or agents of the corporation, and in such manner, as the board of directors may from time to time authorize.
5.4 DEPOSITS
     All funds of the corporation, or any division thereof not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
ARTICLE 6
INSURANCE AND INDEMNIFICATION
     If authorized by the board of directors, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the

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corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by the Nevada Revised Statutes as in effect at the time of the adoption of this bylaw or as amended from time to time.
     Any director, officer, employee or agent of the corporation may be indemnified to the full extent provided by the Nevada Revised Statutes upon determination in accordance with said Statutes to so indemnify.
ARTICLE 7
NOTICE
7.1 MANNER OF NOTICE GENERALLY
     Whenever under law, the articles of incorporation or these bylaws, notice is required to be given to any stockholder, director or member of any committee of the board of directors, it shall not be construed to require personal delivery. Unless otherwise provided by law, such notice also may be given in writing by depositing it in the United States mail (postage prepaid), by express overnight courier, or by facsimile or other electronic transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process.
7.2 NOTICE TO STOCKHOLDERS
     Without limiting the manner by which notice otherwise may be given effectively to stockholders, if under the provisions of the Nevada Revised Statutes stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other natural person or persons as the board of directors may designate. The notice must state the purpose or purposes for which the meeting is called and the time and place of the meeting. A copy of the notice must be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation, and upon the mailing of any such notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Notice need not be published unless otherwise determined by the board of directors.
7.3 NOTICE TO DIRECTORS
     Notice of special meetings of the board of directors shall, and notice of annual or regular meetings may be provided to each director pursuant to this Article 7. If such notice is mailed, it

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shall be deposited in the United States mail, postage prepaid, at least five calendar days before such meeting. If such notice is given by overnight courier, it shall be given to the overnight courier service for delivery at least three calendar days before such meeting. If such notice is given personally or by electronic transmission, it shall be delivered or transmitted at least one calendar day before the time of the meeting. Notwithstanding the provisions of this Section 3.3, notice to a director whose address is outside of the United States must be by overnight courier or electronic transmission. Except as otherwise provided by law or these bylaws, meetings may be held at any time without notice if all of the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing.
7.4 EFFECTIVENESS OF NOTICE
     Notice given by mail shall be deemed to be given at the time it is deposited in the United States mail. Notice given by overnight courier service shall be deemed to be given when delivered to the overnight courier service for delivery. Notice given by facsimile or other electronic transmission shall be deemed given: (a) if by facsimile transmission, when directed to recipient’s telefax number according to the records of the corporation; (b) if by electronic mail, when directed to recipient’s electronic mail address according to the records of the corporation; and (c) if by any other form of electronic transmission, when directed to the recipient. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. The requirement for notice shall be deemed satisfied, except in the case of a stockholder meeting with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as a minimum notice period required by law or these bylaws.
7.5 WAIVER OF NOTICE
     Whenever under law, the articles of incorporation or these bylaws, notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission, unless so required by law, the articles of incorporation or these bylaws.
7.6 ACTIONS AT MEETINGS NOT REGULARLY CALLED
     Whenever all persons entitled to vote at any meeting, whether directors, trustees or stockholders, consent, either by: (a) a writing on the records of the meeting or filed with the secretary; (b) presence at such meeting and oral consent entered on the minutes; or (c) taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting, any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time. If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting

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may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
ARTICLE 8
GENERAL PROVISIONS
8.1 FISCAL YEAR
     The fiscal year of the corporation shall be fixed by resolution of the board of directors. In the absence of such a resolution, the fiscal year of the corporation shall be the calendar year.
8.2 CORPORATE SEAL
     The board of directors may, but shall not be required to, adopt a corporate seal inscribed with the name of the corporation and the words “CORPORATE SEAL” and “NEVADA” and otherwise in a form approved by the board of directors.
8.3 AMENDMENTS
     These bylaws may be altered, amended or repealed (a) by the affirmative vote of a majority of the stock having voting power present in person or by proxy at any annual meeting of stockholders at which a quorum is present, or at any special meeting of stockholders at which a quorum is present, if notice of the proposed alteration, amendment or repeal is contained in the notice of such special meeting, or (b) by the affirmative vote of a majority of the directors then qualified and acting at any regular or special meeting of the board, if the articles of incorporation confer such power upon the board; provided, however, that the stockholders may provide specifically for limitations on the power of directors to amend particular bylaws and, in such event, the directors’ power or amendment shall be so limited; and further provided that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
8.4 EXCLUSIVITY
     These bylaws are a summary of certain rights, obligations, powers, duties of the stockholders, directors, officers and agents of the corporation and of certain procedures for the operation and maintenance of the corporation and are not exclusive. These bylaws may be construed in conjunction with the articles of incorporation, the applicable provisions of Chapter 78 of the Nevada Revised Statutes, and the law and administrative regulations in the State of Nevada. In the event any provision in these bylaws deviate from the requirements of Chapter 78 of the Nevada Revised Statutes, and such deviation is not permitted by law, then such statutes will govern with respect to such provision, unless otherwise specifically provided by law.

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EX-3.83 24 y83788exv3w83.htm EX-3.83 exv3w83
Exhibit 3.83
NORAMPAC INDUSTRIES INC.
Written Consent
of the Sole Shareholder
     The undersigned, being the sole holder of all of the outstanding shares of the capital stock of Norampac Industries Inc., a New York corporation (the “Corporation”), entitled to vote thereon, hereby consents to the adoption of the following resolutions without a meeting:
     RESOLVED, that Article II (“Shareholders”) paragraph 2 (“Annual Meeting”) of the By-laws of the Corporation are hereby amended to provide in their entirety as follows:
ARTICLE I.I. SHAREHOLDERS
Paragraph 2. Annual Meeting. The annual meeting of the shareholders shall be held within six months after the close of the fiscal year when the shareholders shall elect a board and transact such other business as may properly come before the meeting.
     RESOLVED, that except as amended by these resolutions, the By-laws of the Corporation, as heretofore amended, shall remain in full force and effect.
     RESOLVED, that the Secretary shall cause notations to be made to the By-laws to reflect the amendments effected by these resolutions.
     RESOLVED, that the officers of the Corporation are hereby authorized, empowered and directed to take all such action on behalf of the Corporation as they may deem necessary, appropriate or advisable to carry out the intent and purposes of the foregoing resolutions.
Dated as of: January 11, 2006
         
  NORAMPAC FINANCE US INC.
 		  
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 

 

EX-3.85 25 y83788exv3w85.htm EX-3.85 exv3w85
Exhibit 3.85
CERTIFICATE OF MERGER
OF
NORAMPAC THOMPSON INC.
(a Connecticut business corporation)
AND
NORAMPAC LEOMINSTER INC.
(a Massachusetts business corporation)
To the Secretary of the State
State of Connecticut
Pursuant to sections 33-600 to 33-998, inclusive, of the Connecticut Business Corporation Act, the domestic business corporation and the foreign business corporation herein named do hereby submit the following certificate of merger:
  1.   The constituent entities participating in the merger herein certified are:
 
  (i)   Norampac Thompson Inc., which is a business corporation organized under the laws of the State of Connecticut; and
 
  (ii)   Norampac Leominster Inc., which is a business corporation organized under the laws of the Commonwealth of Massachusetts.
 
  2.   The name of the surviving entity in the merger herein certified is Norampac Leominster Inc., which will continue its existence as said surviving entity under the name of Norampac New England Inc. upon the effective date of said merger.
 
  3.   The articles of organization of Norampac Leominster Inc., as now in force and effect, shall continue to be the articles of organization of said surviving business corporation until amended and changed pursuant to the provisions of the Massachusetts Business Corporation Act.
 
  4.   An Agreement and Plan of Merger has been approved, adopted, and executed by Norampac Thompson Inc. in accordance with the provisions of sections 33-600 to 33-998, inclusive, of the Connecticut Business Corporation Act. The Agreement and Plan of Merger was duly approved by the shareholders of Norampac Thompson Inc. in the manner required by the sections 33-600 to 33-998, inclusive, of the Connecticut Business Corporation Act and by the entity’s certificate of incorporation.
 
  5.   The Agreement and Plan of Merger has been approved, adopted, and executed by Norampac Leominster Inc. in accordance with the provisions of the Massachusetts Business Corporation Act and with such entity’s applicable organizational documents.

 

 

  6.   The executed Agreement and Plan of Merger between the aforesaid constituent entities is on file at the office of the aforesaid surviving business corporation, the address of which is as follows:
Norampac New England Inc.
175 Pioneer Drive
Leominster, MA 01453
  8.   A copy of the aforesaid Agreement and Plan of Merger will be furnished by the aforesaid surviving business corporation, on request, and without cost, to any shareholder of Norampac Thompson Inc.
 
  9.   The surviving foreign business corporation agrees that it may be served with process in the State of Connecticut in any action, suit or proceeding for the enforcement of any obligation of Norampac Thompson Inc. which is a party to this merger, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and the address to which a copy of such process shall be mailed to by the Secretary of State is
Norampac New England Inc.
175 Pioneer Drive
Leominster, MA 01453
  10.   The merger herein certified shall be effective at 12:01 a.m. on January 1, 2010.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
     IN WITNESS WHEREOF, the surviving foreign business corporation and the merging domestic business corporation have caused this certificate to be signed by an authorized person, the 21st day of December, 2009.
         
  NORAMPAC LEOMINSTER INC.
 		  
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
  NORAMPAC THOMPSON INC.
 		  
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
         
STATE OF CONNECTICUT
   }   SS. HARTFORD 
OFFICE OF THE SECRETARY OF THE STATE
   
I hereby certify that this is a true copy of record in this Office.
In Testimony whereof, I have hereunto set my hand, and affixed the Seal of said State, at Hartford, this 28th day of December A.D. 2009.
/s/ Susan Bysiewicz
 
SECRETARY OF THE STATE

-2-

 

         
DF
PC
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512


         
FORM MUST BE TYPED   Articles of Merger   FORM MUST BE TYPED
    Involving Domestic Corporations,    
    Foreign Corporations or Foreign Other Entities    
    (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)    
Exact name, jurisdiction and date of organization of each party to the merger:
         
(1) EXACT NAME
   (2) JURISDICTION   DATE OF ORGANIZATION
         
(S) Norampac Leominster Inc.
   CA2281091 Massachusetts   May 8, 1961
 
        
(M) Norampac Thompson Inc.
   Connecticut   December 31, 1963
 
        
 
(3)   The foreign corporation or other entity o is /þ is not* authorized to conduct business in the Commonwealth.
 
(4)   Exact name of the surviving entity: Norampac Leominster Inc.
 
(5)   Jurisdiction under the laws of which the surviving entity will be organized: Massachusetts
 
(6)   The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: January 1, 2010
 
(7-8)   For each domestic corporation that is a party to the merger:**
 
    (check appropriate box)
  o   The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization.
    OR
  þ   The plan of merger did not require the approval of the shareholders.
(9)   Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents.
 
*   Check appropriate box
 
**   Provide this information for each domestic corporation separately
 
5    
P.C.    

 

(10)   Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation.

     Please see attached.
 
(11)   Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. N/A
 
(12)   State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction:    N/A
 
(number, street, city or town, state, zip code)

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Norampac Leominster Inc.
Amendment to Articles of Organization
Article I: The exact name of the Corporation is Norampac New England Inc.

- 3 -

 

     
Signed by:
  [SIGNATURE]
 
   
 
  (signature of authorized individual)
  o   Chairman of the board of directors,
 
  þ   President,
 
  o   Other officer,
 
  o   Court-appointed fiduciary,
on this 21 day of December       , 2009.
     
Signed by:
  [SIGNATURE]
 
   
 
  (signature of authorized individual)
  o   Chairman of the board of directors,
 
  þ   President,
 
  o   Other officer,
 
  o   Court-appointed fiduciary,
on this 21 day of December     , 2009.

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   SECRETARY OF THE
COMMONWEALTH
 
    
 
   2009 DEC 24 AM 10:53
 
    

 
[SIGNATURE]
 
Examiner
 
RE
Name approval
 
 
C
 
 
#A.R.
COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this 24 day of Dec 2009 at 10:53 a.m./p.m.
               time
       
Effective date:
   January 1, 2010  
 
   (must be within 90 days of date submitted)  
 /s/ William Francis Galvin 
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Filing fee: Minimum $250
TO BE FILLED IN BY CORPORATION
Contact Information:
Suzanne D. Wann, Esq.
Sherin and Lodgen LLP 101 Federal Street, 30th Floor
Boston, MA 02110
Telephone: 617-646-2267
Email:                                                                                 
Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.


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EX-3.86 26 y83788exv3w86.htm EX-3.86 exv3w86
Exhibit 3.86
BYLAWS
OF
STAR LEOMINSTER ACQUISITION CORP.
ARTICLE I
STOCKHOLDERS
     1. Place of Meetings. All meetings of stockholders shall be held within Massachusetts unless the Articles of Organization permit the holding of stockholder meetings outside Massachusetts, in which event such meetings may be held either within or without Massachusetts. Meetings of stockholders shall be held at the principal office of the corporation unless a different place is fixed by the Directors or the President and stated in the notice of the meeting.
     2. Annual Meetings. The annual meeting of stockholders shall be held on the first of May in each year (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at 10 AM, unless a different hour and date (which date shall be within six months after the end of the fiscal year of the corporation) is fixed by the Directors or the President and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
     3. Special Meetings. Special meetings of stockholders may be called by the President or by the Directors. Upon written application of one or more stockholders who are entitled to vote and who hold at least ten percent (10%) of the capital stock entitled to vote at the meeting, special meetings shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer.
     4. Notice of Meetings. A written notice of every meeting of stockholders, stating the place, date and hour thereof and the purposes for which the meeting is to be held, shall be given by the Clerk or other person calling the meeting at least seven (7) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, by law, by the Articles of Organization or by these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to him at his address as it appears upon the books of the corporation. Whenever any notice is required to be given to a stockholder by law, by the Articles of Organization or by these By-Laws, no such notice need be given if a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, is filed with the records of the meeting.

 

 

     5. Quorum. Unless the Articles of Organization otherwise provide, a majority in interest of all stock issued, outstanding and entitled to vote on any matter shall constitute a quorum with respect to that matter; except that if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class a quorum shall consist of a majority in interest of the stock of that class issued, outstanding and entitled to vote.
     6. Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the vote of the holders of majority of the stock present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as Clerk of such meeting, if no stockholder is present or represented. It shall not be necessary to notify any stockholder of any adjournment. Any business which could have been transacted at any meeting of the stockholders as originally called may be transacted at any adjournment thereof.
     7. Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held by him of record according to the records of the corporation, and a proportionate vote for a fractional share so held by him, unless otherwise provided by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein; provided, that a proxy coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, an interest in the shares of the corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy. Proxies shall be filed with the Clerk of the meeting or of any adjournment thereof before being voted. Except as otherwise limited therein, proxies shall entitle the person named therein to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless, at or prior to exercise of the proxy, the corporation receives a specific written notice to the contrary from any one of them. A proxy purported to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.
     8. Action at Meeting. When a quorum is present, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class the holders of a majority of the stock of that class present or represented and voting on a matter), except where a larger vote is required by law, by the Articles of Organization or by these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The corporation shall not directly or indirectly vote any shares of its stock other than shares held directly or indirectly by it in a fiduciary capacity.
     9. Inspectors of Election. The Board of Directors, in advance of any meeting of stockholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. If one or more inspectors are not to appointed, then the presiding officer shall act as the inspector of the

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election. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. No director or officer of the corporation shall be eligible to act as an inspector of an election of directors of the corporation.
          The inspectors shall determine the number of shares outstanding and the voting power of each, shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.
     10. Action Without Meeting. Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE II
DIRECTORS
     1. Powers. The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Organization, or by these By-Laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
     2. Election. A Board of Directors of such number (not less than three) as shall be fixed by the stockholders shall be elected by the stockholders at the annual meeting. Whenever the number of stockholders shall be less than three the number of Directors must be equal to or greater than the number of stockholders.
     3. Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of the Board, unless and until filled by the stockholders, may be filed by the Directors.
     4. Enlargement of the Board. The number of the Board of Directors may be increased and one or more additional Directors elected at any meeting of the stockholders.
     5. Tenure. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, Directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

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     6. Removal. A Director may be removed from office (a) with or without cause by vote of a majority of the stockholders entitled to vote in the election of Directors, provided that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.
     7. Meetings. Regular meetings of the Directors may be held without call or notice at such places, within or without Massachusetts, and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Directors may be held without a call or notice at the same place as the annual meeting of stockholders or the special meeting held in lieu thereof, following such meeting of stockholders.
          Special meetings of the Directors may be held at any time and place, within or without Massachusetts, designated in a call by the President, Treasurer or two or more Directors.
     8. Notice of Special Meeting. Notice of all special meetings of the Directors shall be given to each Director by the Secretary, or if there be no Secretary by the Clerk or Assistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least forty-eight (48) hours in advance of the meeting, or by written notice mailed to his business or home address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a Directors’ meeting need not specify the purposes of the meeting.
     9. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice.
     10. Action at Meeting. At any meeting of the Directors at which a quorum is present, the vote of a majority of those present, unless a different vote is specified by law, by the Articles of Organization by these By-Laws, shall be sufficient to take any action.
     11. Meeting by Conference. Members of the Board or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
     12. Action by Consent. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote at a meeting.

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     13. Committees. The Directors may, by vote of majority of the Directors then in office, elect from their number an executive committee or other committees and may be like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws, they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business but, unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors.
ARTICLE III
OFFICERS
     1. Enumeration. The officers of the corporation shall consist of a President, a Treasurer, a Clerk and such other officers, including a Chairman of the Board, one or more Vice Presidents, Assistant Treasurers, Assistant Clerks and Secretary at the Directors may determine.
     2. Election. The President, Treasurer and Clerk shall be elected annually by the Directors at their first meeting following the annual meeting of stockholders. Other officers may be appointed by the Directors at such meeting or at any other meeting.
     3. Qualification. The President shall be a Director. No officer need be a stockholder. Any two or more offices may be held by the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine.
     4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the President, Treasurer and Clerk shall hold office until the first meeting of the Directors following the annual meeting of stockholders or special meeting in lieu thereof and thereafter until their successors are chosen and qualified; and all other officers shall hold office until the first meeting of the Directors following the annual meeting of stockholders or special meeting in lieu thereof unless a different term is specified in the vote choosing or appointing them. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President, Clerk or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
     5. Removal. The Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.
     6. Chairman of the Board. If the Directors appoint a Chairman of the Board, he shall, when present, preside at all meetings of the Directors and shall have such other powers and duties as are usually vested in the office of Chairman of the Board or as may be vested in him by the Board of Directors.

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     7. President. Unless otherwise provided by the Directors, the President shall be the chief executive officer of the corporation and shall, subject to the direction of the Directors, have general supervision and control of its business. Unless otherwise provided by the Directors, the President shall preside, when present, at all meetings of stockholders and of the Directors (except as provided in Section 6 of this Article III).
     8. Vice President. The Vice president or, if there shall be more than one, the Vice Presidents in the order determined by the Directors shall, in the absence of disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties, and shall have such other powers, as the Directors may from time to time prescribe.
     9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities an valuable documents of the corporation, except as the Directors may otherwise provide.
          The Assistant Treasurer or, if there shall be more than one, the Assistant Treasurers in the order determined by the Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe.
     10. Clerk and Assistant Clerks. The Clerk shall keep a record of the meetings of stockholders. Unless a transfer agent is appointed, the Clerk shall keep or cause to be kept in Massachusetts at the principal office of the corporation or at his office the stock and transfer records of the corporation in which are contained the names of all stockholders and the record address and the amount of stock held by each. If there is no Secretary or Assistant Secretary, the Clerk shall keep a record of the meetings of the Directors.
          The Assistant Clerk, or if there shall be more than one, the Assistant Clerks in the order determined by the Directors shall, in the absence or disability of the Clerk, perform the duties and exercise the powers of the Clerk and shall perform such other duties, and shall have such other powers, as the Directors may from time to time prescribe.
     11. Secretary and Assistant Secretaries. If a Secretary is appointed, he shall attend all meetings of the Directors and shall keep a record of the meetings of the Directors. He shall, when required, notify the Directors of their meetings and shall have such other powers, and shall perform such other duties, as the Directors may from time to time prescribe.
          The Assistant Secretary or, if there shall be more than one, the Assistant Secretaries in the order determined by the Directors shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties, and shall have such other powers, as the Directors may from time to time prescribe.
     12. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws such duties and powers as are customarily incident to his office and such duties and powers as the Directors may from time to time designate.

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ARTICLE IV
CAPITAL STOCK
     1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such forms as may be prescribed from time to time by the Directors. The certificate shall be signed by the Chairman of the Board, President or a Vice President, and by the Treasurer or an Assistant Treasurer, but when a certificate is countersigned by a transfer agent or a registrar, other than a Director, officer or employee of the corporation, such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue.
          Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Organization, the By-Laws or any agreement to which the corporation is a party, shall have conspicuously noted on the face of back of the certificate either the full text of the restriction or a statement to the existence of such restrictions and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.
     2. Transfers. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred to the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor, properly endorsed, or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed and with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Articles of Organization or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws. It shall be the duty of each stockholder to notify the corporation of his post office address and of his taxpayer identification number.
     3. Record Date. The Directors may fix in advance a time not more than sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the date.

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Without fixing such record date, the Directors may for any of such purposes close the transfer books for all of any part of such period.
     4. Replacement of Certificates. In case of the alleged loss or destruction or the mutilation of a certificate stock, a duplicate certificate may be issued in place thereof upon such terms as the Directors may prescribe, including the presentation of reasonable evidence of such loss, destruction or mutilation, and the giving of such indemnity as the Directors may require, for the protection of the corporation or any transfer agent or registrar.
     5. Issue of Capital Stock. Unless otherwise voted by the stockholders, the whole or any part of any unissued balance of the authorized capital stock of the corporation, or the whole or any part of the capital stock of the corporation held in its treasury, may be issued or disposed of by vote of the Directors in such manner, for such consideration, and on such terms as the Directors may determine.
ARTICLE V
MISCELLANEOUS PROVISIONS
     1. Fiscal Year. Except as from time to time otherwise determined by the Directors, the fiscal year of the corporation shall end on December 31.
     2. Seal. The seal of the corporation shall, subject to alteration by the Directors, bear its name, the word “Massachusetts” and the year of its incorporation.
     3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.
     4. Voting of Securities. Except as the Directors may otherwise designate, the President or Treasurer may waive notice of and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any corporation or organization, the securities of which may be held by the corporation (including securities of the corporation held directly or indirectly by it in a fiduciary capacity).
     5. Corporate Records. The original or attested copies of the Articles of Organization, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records which shall contain the names of all stockholders and the record address and the amount of stock held by each shall be kept in Massachusetts at the principal office of the corporation or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof, or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.
     6. Evidence of Authority. A certificate by the Clerk or Secretary or Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary Secretary, as to any action taken by the

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stockholders, Directors, Executive Committee or any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.
     7. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the corporation as amended and in effect from time to time.
     8. Transactions With Interested Parties. In the absence of fraud, no contract or other transaction between this corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any Director or officer of this corporation is pecuniarily or otherwise interested in, or is a Director, member or officer of, such other corporation or of such firm, association or partnership, or is a party to or is pecuniarily or otherwise interested in such contract or other transaction, or is in any way connected with any person or persons, firm, association, partnership or corporation pecuniarily or otherwise interested therein; provided that the fact that he individually or as a Director, member or officer of such corporation, firm, association or partnership is such a party or is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority of such members thereof as shall be present at a meeting of the Board of Directors at which action upon any such contract or transaction shall be taken. Any Director may be counted in determining the existence of a quorum and may vote at any meeting of the Board of Directors of this corporation for the purpose of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not a Director, member or officer of such other corporation, firm, association or partnership; provided that any vote with respect to such contract or transaction must be adopted by a majority of the Directors then in office who have no interest in such contract or transaction.
     9. Indemnification. Each person at any time a director, officer, employee or agent of the corporation and any person who serves at its request as a director, officer, employee or other agent of another organization, or who serves at its request in any capacity with respect to any employee benefit plan, including each former Director, officer, employee or agent who was such before, on or after the date of the adoption of this By-Law shall, to the extent permitted by law and without prejudice to any other rights he may have, be entitled to be reimbursed by the corporation for, and indemnified by the corporation against, all judgments, fines, penalties, costs and expenses reasonably incurred by him in connection with or arising out of any claims made, or any action, suit or proceeding threatened or brought against him or in which he may be involved as a party or otherwise by reason of any action alleged to have been taken or omitted by him as a Director, officer, employee or agent, or in any capacity with respect to any employee benefit plan, whether or not he continues to be a Director, officer, employee or agent, or to serve in any capacity with respect to any employee benefit plan, at the time of incurring such costs expenses, including amounts paid or incurred by him in connecting with reasonable settlements (other than amounts paid to the corporation itself) of any claim, action, suit or proceeding. Any rights to reimbursement and indemnification granted under this section to any such Director, officer, employee or agent shall extent to his heirs, executors and administrators. No such reimbursement or indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the

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participants or beneficiaries of such employee benefit plan. Reimbursement or indemnification hereunder may, in the discretion of the Board of Directors, include payments by the corporation of costs and expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification hereunder, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Nothing herein contained is intended to, or shall, prevent a settlement by the corporation prior to final adjudication of any claim, including claims for reimbursement or indemnification under this By-Law, against the corporation when such settlement appears not to be in the interest of the corporation. Each such persons shall, by reason of his continuing such service or accepting such election or employment, have the right to be reimbursed and indemnified by the corporation, as above set forth with the same force and effect as if the corporation, to induce him to continue so to serve or to accept such election or employment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions of this section. No Director or officer of the corporation shall be liable to anyone for making any determining as to the existence or absence of liability of the corporation hereunder or for making or refusing to make any payment hereunder in reliance upon advice of counsel.
     10. Amendments. These By-Laws may be amended or repealed and new by-laws adopted either (a) by the stockholders at any regular or special meeting of the stockholders by the affirmative vote of the holders of at least a majority in interest of the capital stock then outstanding and then entitled to vote, provided that notice of the proposed amendment or repeal and adoption stating the change or the substance thereof shall have been given in the notice of such meeting or in the waiver of notice with respect to such meeting, or (b) by vote of a majority of the Board of Directors then in office, provided that (i) the Board of Directors may not amend or repeal any provision of these By-Laws which by law, by the Articles of Organization or by these By-Laws requires action by the stockholders, (ii) not later than the time of giving notice of the meeting of stockholders next following the amendment or repeal of these By-laws and adoption of new by-laws by the Board of Directors, notice thereof stating the change or the substance of such change shall be given to all stockholders entitled to vote on amending these By-Laws, and (iii) any amendment or repeal of these By-Laws by the Board of Directors and any by-law adopted by the Board of Directors may be amended or repealed by the stockholders.

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EX-3.90 27 y83788exv3w90.htm EX-3.90 exv3w90
Exhibit 3.90
CT-07   F05122100/015
CERTIFICATE OF MERGER
OF
NORAMPAC TEXAS GP INC. (a Texas corporation)
INTO
NORAMPAC SCHENECTADY INC. (a New York corporation)
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
We, the undersigned, being respectively the president and the secretary of Norampac Texas GP Inc., and being respectively the president and the secretary of Norampac Schenectady Inc. hereby certify:
     1. The name of each constituent corporation is as follows:
          Norampac Texas GP Inc.
          Norampac Schenectady Inc.
     2. The name of the surviving corporation is Norampac Schenectady Inc. and following the merger its name shall remain Norampac Schenectady Inc.
     3. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
             
    Designation and        
    Number of Shares in   Class or Series of   Number of Shares
    Each Class   Shares Entitled to   Entitled to Vote as
Name of Corporation   Outstanding   Vote   a Class or Series
Norampac Texas GP Inc.
  Common Stock, 1,000 shares issued and outstanding   Common Stock   1,000 shares of Common Stock are entitled to vote; no other shares are issued

 

 

             
    Designation and        
    Number of Shares in   Class or Series of   Number of Shares
    Each Class   Shares Entitled to   Entitled to Vote as
Name of Corporation   Outstanding   Vote   a Class or Series
Norampac Schenectady Inc.
  Common Stock, 100 shares issued and outstanding   Common Stock   100 shares of Common Stock are entitled to vote; no other shares are issued
 
           
     4. No amendments to the Certificate of Incorporation of Norampac Schenectady Inc. are to be effected by the merger.
     5. The date when the Certificate of Incorporation of each domestic constituent corporation was filed by the New York Department of State is as follows:
     
NAME OF CORPORATION   DATE OF INCORPORATION
 
    
Norampac Schenectady Inc.
  April 9, 2003
     6. The date when the Articles of Incorporation of Norampac Texas GP Inc. (a Texas corporation) was filed with the Texas Department of State is as follows:
     
NAME OF CORPORATION   DATE OF INCORPORATION
 
    
Norampac Texas GP Inc.
  July 23, 2001
     7. No application for authority to do business in New York has been filed by or on behalf of Norampac Texas GP Inc.
     8. The merger was adopted by each New York constituent corporation in the following manner:
     As to Norampac Schenectady Inc., by the written consent of the sole shareholder of Norampac Schenectady Inc. given in accordance with Section 615 of the New York Business Corporation Law. Written notice has been given to the extent required by such Section 615.
     9. Norampac Texas GP Inc. has complied with the applicable provisions of the laws of the State of Texas in which it is incorporated and this merger is permitted by such laws. The

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manner in which the merger was authorized with respect to said corporation was by written consent of the sole shareholder of Norampac Texas GP Inc.
     IN WITNESS WHEREOF, we have signed this certificate on the 21st day of December 2005, and we affirm the statements contained therein as true under penalties of perjury.
         
  NORAMPAC TEXAS GP INC.
 		  
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
     
  By:   /s/ Thomas Marron    
    Name:   Thomas Marron   
    Title:   Secretary   
 
  NORAMPAC SCHENECTADY INC.
 		  
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
     
  By:   /s/ Thomas Marron    
    Name:   Thomas Marron   
    Title:   Secretary   

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CT-07   F05122100/015
CERTIFICATE OF MERGER
OF
NORAMPAC TEXAS GP INC. (a Texas corporation)
INTO
NORAMPAC SCHENECTADY INC. (a New York corporation)
(Under Section 904 of the Business Corporation Law)
         
  STATE OF NEW YORK
DEPARTMENT OF STATE

Filed: December 21, 2005
 		  
  Tax  $   /s/    
  By:      
 
Filed By:   Harter, Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY 14604-2711
Cust. Ref. 6529926

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EX-3.94 28 y83788exv3w94.htm EX-3.94 exv3w94
Exhibit 3.94
         
(LOGO)     Industry Canada   Industrie Canada
 
        
Certificate
of Incorporation
       Certificat
de constitution
 
        
Canada Business
Corporations Act
       Loi canadienne sur
les sociétés par actions

         
7251637 CANADA INC.
       725163-7
 
        
 
        
Name of corporation-Dénomination de la société
       Corporation number-Numéro de la société
 
        
I hereby certify that the above-named corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
       Je certifie que la société susmentionnée, dont les statuts constitutifs sont joints, a été constituée en société en vertu de la Loi canadienne sur les sociétés par actions.
         
/s/ Richard G. Shaw
 
Richard G. Shaw
Director — Directeur		       September 30, 2009 / le 30 septembre 2009
Date of Incorporation — Date de constitution
     (CANADA LOGO)

 

 

                 
(LOGO)
   Industry Canada

Canada Business
Corporations Act		   Industrie Canada

Loi canadienne sur les
sociétés par actions		   ELECTRONIC TRANSACTION
REPORT

ARTICLES OF
INCORPORATION
(SECTION 6)		   RAPPORT DE LA TRANSACTION
ÉLECTRONIQUE

STATUTS CONSTITUTIFS

(ARTICLE 6)
Processing Type — Mode de Traitement: Intermediary/Intermédiaire
1.   Name of Corporation — Dénomination de la société
 
    7251637 CANADA INC.
 
2.   The province or territory in Canada where the registered office is to be situated — La province ou le territoire au Canada où se situera le siége social
 
    QC
 
3.   The classes and any maximum number of shares that the corporation is authorized to issue — Catégories et le nombre maximal d’actions que la société est autorisée à émettre
 
    Schedule Attached.
L’annexe ci-jointe.
 
4.   Restrictions, if any, on share transfers — Restrictions sur le transfert des actions, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
5.   Number (or minimum and maximum number) of directors — Nombre (ou nombre minimal et maximal) d’administrateurs
 
    Minimum: 1 Maximum: 10
 
6.   Restrictions, if any, on business the corporation may carry on — Limites imposées à l’activité commerciale de la société, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
7.   Other provisions, if any — Autres dispositions, s’il y a lieu
 
    Schedule Attached.
L’annexe ci-jointe.
 
8.   Incorporators — Fondateurs
         
Name(s) — Nom(s)
   Address (including postal code) — Adresse (inclure le code postal)   Signature
 
FONDATEURS INTELTEX INC. /
   651 RUE NOTRE-DAME QUEST, 3E ÉTAGE,   JAMES SMITH
INTELTEX INCORPORATORS INC.
   MONTRÉAL, QUEBEC, CANADA, H3C 1J1   -s- James Smith
 
(CANADA LOGO)

 

 

         
SCHEDULE A
Pertaining to
SHARE CAPITAL
The unlimited share capital of the Corporation shall consist of nine (9) classes of shares to which shall attach the following rights, some of which may be exercised according to the procedure which follows:
PART I – RIGHTS ATTACHING TO SHARES
A) CLASS “A” COMMON SHARES: The number of Class “A” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends and share in profits and remaining property. Holders of Class “A” shares, at par with holders of Class “B” shares and proportionally to the number of shares held by each, shall be entitled, subject to the rights and privileges attaching to other classes of shares, to:
  (a)   share in the property, profits and surplus assets of the Corporation, and, in this respect, to receive any dividend declared by the Corporation, the amount of which as well as the date, the time and the terms or manner of payment of which shall be left to the entire discretion of the Board of Directors; and
 
  (b)   receive the remaining property of the Corporation upon dissolution, upon voluntary or involuntary winding-up or liquidation or upon any other distribution of the property or assets of the Corporation.
  (2)   Limitation. In addition to the conditions set out in Section 42 and in subsections 34(2) and 35(3) of the Canada Business Corporations Act respectively, the Corporation may neither pay any dividend with respect to the Class “A” shares nor make any payment to purchase or otherwise acquire any of these shares by mutual agreement if, as a consequence thereof, the realizable value of the net assets of the Corporation would be insufficient to redeem all the shares of Class “E”, “F” and “G”.
 
  (3)   Right to vote. Holders of Class “A” shares shall be entitled to receive notice of any meeting of the shareholders of the Corporation, to attend such meeting and to vote thereat, except at meetings where the right to vote is restricted to the holders of another class of shares, and each Class “A” share shall confer unto each holder thereof one (1) vote.

 

 

B) CLASS “B” PREFERRED SHARES: The number of Class “B” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends and share in profits and remaining property. Holders of Class “B” shares, at par with holders of Class “A” shares and proportionally to the number of shares held by each, shall be entitled, subject to the rights and privileges attaching to other classes of shares, to:
  (a)   share in the property, profits and surplus assets of the Corporation, and, in this respect, to receive any dividend declared by the Corporation, the amount of which as well as the date, the time and the terms or manner of payment of which shall be left to the entire discretion of the Board of Directors; and
 
  (b)   receive the remaining property of the Corporation upon dissolution, upon voluntary or involuntary winding-up or liquidation or upon any other distribution of the property or assets of the Corporation.
  (2)   Limitation. In addition to the conditions set out in section 42 and in subsections 34(2) and 35(3) of the Canada Business Corporations Act respectively, the Corporation may neither pay any dividend with respect to the Class “B” shares nor make any payment to purchase or otherwise acquire any of these shares by mutual agreement if, as a consequence thereof, the realizable value of the net assets of the Corporation would be insufficient to redeem all the shares of Class “E”, “F” and “G”.
 
  (3)   Right to vote. Holders of Class “B” shares shall be entitled to receive notice of any meeting of the shareholders of the Corporation, to attend such meeting and to vote thereat, except at meetings where the right to vote is restricted to the holders of another class of shares, and each Class “B” share shall confer unto each holder thereof one (1) vote.
 
  (4)   Right to exchange shares. Each holder of Class “B” shares, at any time and in his or her discretion, with respect to all or part of his or her shares, and upon written notice, shall be entitled to exchange his or her shares for Class “E” shares according to the procedure outlined in Section (A) of Part II below.
  (a)   Terms of exchange.
 
      The exchange shall take place in accordance with the following: the rate of exchange shall be one (1) Class “E” share for each Class “B” share which shall be exchanged; in accordance with the provisions of the Canada Business Corporations Act, the Class “B” shares so exchanged

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      shall be automatically cancelled and shall automatically become Class “E” shares at the date of their exchange and the Corporation shall amend accordingly the stated capital accounts maintained for the shares of Class “B” and “E”.
  (b)   Determination of the fair market value of the exchanged shares.
 
      At the time of the exchange of the Class “B” shares for Class “E” shares, the Corporation and each holder of Class “B” shares exchanging his or her shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of the Class “B” shares.
C) CLASS “C” PREFERRED SHARES: The number of Class “C” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   No right to dividends or to share in profits. Holders of Class “C” shares shall not share in the property, in the profits or in the surplus assets of the Corporation and, in this respect, shall not be entitled to any dividend declared by the Corporation.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “C” shares shall be entitled, prior to the holders of Class “A” and “B” shares, but subsequent to the holders of Class “D”, “E”, “F”, “G”, “H” and “I” shares, to repayment of the amount added, in respect of these shares, to the stated capital account maintained for the Class “C” shares.
 
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “C” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “C” shares which they hold.
 
  (3)   Right to vote. Holders of Class “C” shares shall be entitled to receive notice of any meeting of the shareholders of the Corporation, to attend such meeting and to vote thereat, except at meetings where the right to vote is restricted to the holders of another class of shares, and each Class “C” share shall confer unto each holder thereof one (1) vote.
 
  (4)   Automatic redemption of shares upon death of the holder. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, the Corporation shall automatically redeem all Class “C” shares held by a shareholder

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      at the time of his or her death, upon receipt of the certificate or certificates representing the shares which are to be automatically redeemed, in accordance with the procedure outlined in Section (B) of part II below. The redemption price shall be equal to the amount added, in respect of these shares, to the stated capital account maintained for these shares being automatically redeemed. The automatic redemption shall apply as well to shares held, on behalf of the deceased shareholder, by a trustee, by an agent or bailee or by a mandatary-depositary, to the extent that the deceased is the shareholder and not the trustee, the agent or bailee or the mandatary-depositary.
     (5) Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporation Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “C” shares.
D) CLASS “D” PREFERRED SHARES: The number of class “D” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “D” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A”, “B”, “H” and “I” shares, but subsequent to the holders of Class “E”, “F” and “G” shares, and from the funds declared for the payment of dividends, a maximum annual, preferential and non-cumulative dividend based on the prime lending rate of the banking or financial institution of the Corporation at the date of declaration of the dividend, less one percent (1%), as applied to the amount added, in respect of these shares, to the stated capital account maintained for the Class “D” shares. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “D” shares shall be entitled, prior to the holders of Class “A”, “B”, “C” “H” and “I” shares, but subsequent to the holders of Class “E”, “F” and “G:” shares, to repayment of the amount added, in respect of these shares, to the stated capital account maintained for the Class “D” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “D” shares.
 
      Insufficient assets

If the assets of the Corporation are insufficient in order to pay to the holders of Class “D” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “D” shares which they hold.
 
  (3)   No right to additional share in profits. Class “D” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.

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  (4)   Right to vote. Holders of Class “D” shares shall be entitled to receive notice of any meeting of the shareholders of the Corporation, to attend such meeting and to vote thereat, except at meetings where the right to vote is restricted to the holders of another class of shares, and each Class “D” share shall confer unto each holder thereof one (1) vote.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporation Act, each holder of Class “D” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all of part of his or her shares, at a price equal to the amount added, in respect of these shares, to the stated capital account maintained for the Class “D” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “D” shares. The retraction shall follow the procedure outlined in section (C) of Part II below.
 
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporation Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “D” shares.
E) CLASS “E” PREFERRED SHARES: The number of Class “E” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “E” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of all other classes, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one percent (1%) per month, computed on the basis of the “retraction value” of the Class “E” shares, as defined in subsection (5) below. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “E” shares shall be entitled, prior to the holders of all other classes, to payment of the “retraction value” of the Class “E” shares, as defined in subsection (5) below, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “E” shares.
 
      Insufficient assets.

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      If the assets of the Corporation are insufficient in order to pay to the holders of Class “E” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “E” shares which they hold.
  (3)   No right to additional share in profits. Class “E” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “E” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the corporation, to attend same or to receive notice thereof.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “E” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all or part of his or her shares, at a price equal to their “retraction value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “E” shares. The retraction shall follow the procedure outlined in section (C) of Part II below.
  (a)   Retraction value.
 
      The “retraction value” shall be the amount added, in respect of these shares, to the stated capital account maintained for the Class “E” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the Class “B” shares, at the time of their exchange for Class “E” shares, shall exceed the amount added, in respect of these shares, to the stated capital account maintained for the Class “E” shares.
 
  (b)   Fair market value of shares exchanged.
 
      When the retraction applies in respect of all or part of the Class “E” shares which have been issued as consideration for the exchange of the Class “B” shares and when the determination of the value of the above-mentioned premium must be made, the Corporation and each holder of Class “E” shares whose shares are being retracted shall rely on the fair market value of the Class “B” shares, as determined in accordance with paragraph (4)(b) of Class “B” of Part I above, at the time of their exchange for Class “E” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department.

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      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of the Class “B” shares, the applicable departmental determination shall prevail. The amount of the premium in respect of the retraction of the re-evaluated shares shall be adjusted accordingly, provided the Department in question shall afford the Corporation and each holder of Class “E” shares (formerly holder of Class “B” shares), or, in the event of a retraction of all the shares, the Corporation and each former holder of Class “E” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “E” shares. However, this purchaser price in no way shall exceed the retraction value referred to in subsection (5) above or the realizable value of the net assets of the Corporation.
F) CLASS “F” PREFERRED SHARES: The number of Class “F” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “F” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A”, “B”, “D”, “G” “H” and “I” shares, but subsequent to the holders of Class “E” shares, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one percent (1%) per month, computed on the basis of the “retraction value” of the Class “F” shares, as defined in subsection (5) below. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “F” shares shall be entitled, prior to the holders of Class “A”, “B”, “C”, “D”, “G”, “H” and “I” shares, but subsequent to the holders of Class “E” shares, to payment of the “retraction value” with respect to the Class

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      “F” shares, as defined in subsection (5) below, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “F” shares.
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “F” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “F” shares which they hold.
  (3)   No right to additional share in profits. Class “F” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “F” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “F” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all or part of his or her shares, at a price equal to their “retraction value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “F” shares. The retraction shall follow the procedure outlined in section (C) of part II below.
  (a)   Retraction value.
 
      The “retraction value” shall be the amount added, in respect of these shares, to the stated capital account maintained for the Class “F” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the Corporation at the time of the issue of these Class “F” shares shall exceed the aggregate of:
  (i)   the amount added, in respect of these shares, to the stated capital account maintained for the Class “F” shares; and
 
  (ii)   the fair market value of any property, other than a Class “F” share, given by the Corporation as payment of this consideration.
  (b)   Determination of the fair market value of the consideration.

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      At the time of the issue of the Class “F” shares, the Corporation and each subscriber of Class “F” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the Corporation at the time of the issue of these Class “F” shares.
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department.
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the Corporation at the time of the issue of the Class “F” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the retraction of the Class “F” shares shall be adjusted accordingly, provided the Department in question shall afford the Corporation and each holder of Class “F” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “F” shares. However, this purchase price in no way shall exceed the retraction value referred to in subsection (5) above or the realizable value of the net assets of the Corporation.
G) CLASS “G” PREFERRED SHARES: The number of Class “G” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “G” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A”, “B”, “D”, “H” and “I” shares, but subsequent to the holders of Class “E” and “F” shares, and from the funds declared for the payment of dividends, a maximum annual, preferential and non-cumulative dividend based on the prime lending rate of the banking or financial institution of the Corporation at the date of declaration of the dividend, plus one percent (1%), as applied to the “retraction value” of the Class “G” shares, as defined in subsection (5) below. It shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.

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  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “G” shares shall be entitled, prior to the holders of Class “A”, “B”, “C”, “D”, “H” and “I” shares, but subsequent to the holders of Class “E” and “F” shares, to payment of the “retraction value” with respect to the Class “G” shares, as defined in subsection (5) below, to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “G” shares.
 
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “G” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “G” shares which they hold.
 
  (3)   No right to additional share in profits. Class “G” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “G” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “G” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all or part of his or her shares, at a price equal to their “retraction value,” to which value shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “G” shares. The retraction shall follow the procedure outlined in section (C) of part II below.
  (a)   Retraction value.
 
      The “retraction value” shall be the amount added, in respect of these shares, to the stated capital account maintained for the Class “G” shares, to which amount shall be added a premium equal to the amount by which the fair market value of the consideration received by the Corporation at the time of the issue of these Class “G” shares shall exceed the aggregate of:
  (i)   the amount added, in respect of these shares, to the stated capital account maintained for the Class “G” shares; and

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  (ii)   the fair market value of any property, other than a Class “G” share, given by the Corporation as payment of this consideration.
  (b)   Determination of the fair market value of the consideration.
 
      At the time of the issue of the Class “G” shares, the Corporation and each subscriber of Class “G” shares, by way of a method deemed to be fair and reasonable, shall determine jointly and in good faith, the fair market value of each of the properties included in the consideration received by the Corporation at the time of the issue of these Class “G” shares.
 
  (c)   Adjustment of the premium in the event of a challenge by the Revenue Department.
 
      In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenu du Québec,” or by both, as to the determination of the fair market value of one or more of the properties included in the consideration received by the Corporation at the time of the issue of the Class “G” shares, the applicable departmental determination shall prevail. The amount of the premium relating to the retraction of the Class “G” shares shall be adjusted accordingly, provided the Department in question shall afford the Corporation and each holder of Class “G” shares, the opportunity of challenging the departmental determination before the Department or before the courts. Where the federal determination differs from the provincial determination, the lesser of the determinations made according to an uncontested assessment or to a final court decision, as the case may be, shall be retained.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “G” shares. However, this purchase price in no way shall exceed the retraction value referred to in subsection (5) above or the realizable value of the net assets of the Corporation.
H) CLASS “H” PREFERRED SHARES: The number of Class “H” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “H” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A”, “B”, and “I” shares, but subsequent to the holders of Class “D”, “E”, “F” and “G” shares, and from the funds declared for

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      the payment of dividends, a maximum annual, preferential and non-cumulative dividend of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares, to the stated capital account maintained for the Class “H” shares, and it shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “H” shares shall be entitled, prior to the holders of Class “A”, “B”, “C”, and “I” shares, but subsequent to the holders of Class “D”, “E”, “F” and “G” shares, to repayment of the amount added, in respect of these shares, to the stated capital account maintained for the Class “H” shares, to which amount shall be added, s the case may be, the amount of any declared but unpaid dividends with respect to the Class “H” shares.
 
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “H” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “H” shares which they hold.
 
  (3)   No right to additional share in profits. Class “H” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “H” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.
 
  (5)   Holder’s right to retract shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, each holder of Class “H” shares, at any time and in his or her discretion, shall be entitled, upon written notice, to retract, and to require the Corporation to redeem, all or part of his or her shares, at a price equal to the amount added, in respect of those shares, to the stated capital amount maintained for the Class “H” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “H” shares. The retraction shall follow the procedure outlined in section (C) of Part II below.
 
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire

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      by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “H” shares.
I) CLASS “I” PREFERRED SHARES: The number of Class “I” shares shall be unlimited and the consideration, added to the stated capital account maintained for these shares, shall also be unlimited; the following rights, privileges, restrictions and conditions shall attach thereto:
  (1)   Dividends. When the Corporation shall declare dividends, each holder of Class “I” shares shall be entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A” and “B” shares, but subsequent to the holders of Class “D”, “E”, “F”, “G” and “H” shares, and from the funds declared for the payment of dividends, a maximum annual, preferential and non-cumulative dividend of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares, to the stated capital account maintained for the Class “I” shares, and it shall be incumbent on the directors to determine the date, the time and the terms or manner of payment thereof.
 
  (2)   Repayment. If, for any reason, and, in particular, in the event of a dissolution or of a voluntary or involuntary winding-up or liquidation, there is a distribution, in whole or in part, of the property or assets of the Corporation to the holders of its shares, each holder of Class “I” shares shall be entitled, prior to the holders of Class “A”, “B” and “C” shares, but subsequent to the holders of Class “D”, “E”, “F”, “G” and “H” shares, to repayment of the amount added, in respect of these shares, to the stated capital account maintained for the Class “I” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “I” shares.
 
      Insufficient assets.
 
      If the assets of the Corporation are insufficient in order to pay to the holders of Class “I” shares the entire amount to which they are entitled in accordance with the above, such assets shall be divided proportionally among them according to the number of Class “I” shares which they hold.
 
  (3)   No right to additional share in profits. Class “I” shares shall not confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.
 
  (4)   No right to vote. Subject to the provisions of the Canada Business Corporations Act, holders of Class “I” shares shall not be entitled, in that capacity alone, to vote at meetings of the shareholders of the Corporation, to attend same or to receive notice thereof.
 
  (5)   Right of Corporation to unilaterally redeem shares. Subject to the provisions of subsection 36(2) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so and upon at least thirty (30) days’

- 13 -

 

      written notice, shall be entitled to unilaterally redeem all of part of the Class “I” shares, at a price equal to the amount added, in respect of these shares, to the stated capital account maintained for the Class “I” shares, to which amount shall be added, as the case may be, the amount of any declared but unpaid dividends with respect to the Class “I” shares. The redemption shall follow the procedure outlined in section (D) of part II below.
  (6)   Right to purchase shares by mutual agreement. Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchase or otherwise acquire by mutual agreement and at the best possible price, all or part of the issued and outstanding Class “I” shares.
PART II – EXERCISE OF CERTAIN RIGHTS
  (A)   RIGHT TO EXCHANGE SHARES
  (1)   Exchange procedure. Each holder of Class “B” shares who wishes to avail himself or herself of his or her right to exchange his or her shares shall deliver to the registered office of the Corporation or to the office of its transfer agent a notice in writing indicating the number of Class “B” shares which he or she wishes to exchange as well as the date at which such exchange shall take place. This notice shall be sent along with the certificate or certificates representing the Class “B” shares which are to be exchanged and shall bear the signature of the person registered in the Corporate Records Book as being the holder of these Class “B” shares or the signature of his or her duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the Class “B” shares which are to be exchanged, the Corporation shall draw up a certificate for the Class “E” shares which it is issuing as consideration for the exchange.
 
  (2)   Partial exchange. If only part of the shares of the holder of Class “B” shares is being exchanged, the Corporation shall, without charge, issue to him or her a new certificate representing his or her Class “B” shares which have not been exchanged.
 
  (3)   Amendment of the stated capital accounts. In accordance with the provisions of the Canada Business Corporations Act, the Class “B” shares so exchanged shall be automatically cancelled and shall automatically become Class “E” shares at the date of their exchange and the Corporation shall amend accordingly the stated capital accounts maintained for the Class “B” and “E” shares.

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  (B)   AUTOMATIC REDEMPTION OF SHARES UPON DEATH OF THE HOLDER
  (1)   Redemption procedure. Upon receipt of the certificate or certificates representing the Class “C” shares which are to be redeemed, and without regard to the other classes of shares, the Corporation shall proceed to automatically redeem the Class “C” shares, and, provided it may legally do so, the Corporation shall have thirty (30) days from the date of death to pay to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the deceased shareholder a price equal to the amount added, in respect of these shares, to the stated capital account maintained for the Class “C” shares.
 
  (2)   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full redemption price to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the deceased shareholder within the time frame specified above, the Corporation shall pay a first installment of the redemption price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  (3)   Amendment of the stated capital account. In accordance with the provisions of the Canada Business Corporations Act, the Class “C” shares so redeemed upon death of the shareholder shall be automatically cancelled at the date of their redemption and the Corporation shall reduce accordingly the stated capital account maintained for the Class “C” shares.
  (C)   HOLDER’S RIGHT TO RETRACT SHARES
  (1)   Retraction procedure. Each holder of Class “D”, “E”, “F”, “G” or “H” shares, as the case may be, who wishes to avail himself or herself of his or her right to retract shares shall deliver to the registered office of the Corporation or to the office of its transfer agent a notice in writing indicating the number of shares of the applicable Class which are being retracted by the shareholder and which are to be redeemed by the Corporation as well as the date at which he or she wishes the retraction to take place. This notice shall be sent along with the certificate or certificates representing the shares of the applicable Class which are being retracted by the shareholder and which are to be redeemed by the Corporation and shall bear the signature of the person registered in the Corporate Records Book as being the holder of these shares of the applicable Class or the signature of his or hr duly authorized representative. Upon receipt of this notice and of the certificate or

- 15 -

 

      certificates representing the shares of the applicable Class which are being retracted by the shareholder and which are to be redeemed by the Corporation, and without regard to the other classes of shares, the Corporation shall proceed to redeem the shares of the applicable Class and shall have thirty (30) days from the date of retraction to pay to the shareholder of the applicable Class, or, in the event of a retraction of all of the shares, to the former shareholder of the applicable Class, the retraction price of his or her shares.
  (2)   Payment beyond the deadline. If the provisions of subsection 36(2) of the Canada Business Corporations Act prevent it from paying the full retraction price to a shareholder or to a former shareholder within the time frame specified above, the Corporation shall pay a first installment of the retraction price within the thirty (30) day time limit, provided that it may legally do so, and it shall pay any unpaid balance as soon as it shall be legally able to do so.
 
  (3)   Partial retraction. If only part of the shareholder’s issued and outstanding Class “D”, “E”, “F”, “G” or “H” shares, as the case may be, is being retracted and redeemed, the Corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of this Class which have not been retracted and redeemed.
 
  (4)   Amendment of the stated capital account. In accordance with the provisions of the Canada Business Corporations Act, the Class “D”, “E”, “F”, “G” or “H” shares, as the case may be, so retracted by the shareholder and redeemed by the Corporation shall be automatically cancelled at the date of their retraction and redemption and the Corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate Class.
D) RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES
  (1)   Redemption procedure. When the Corporation plans to proceed with a redemption of Class “I” shares, it shall, at least thirty (30) days prior to the date scheduled for such redemption, provide notice in writing of its intention to any holder of class “I” shares whose shares are to be redeemed and who is registered in the Corporate Records Book on the day when the notice is sent. Such notice shall be sent by registered or certified mail to each shareholder so registered whose shares are to be redeemed, at his or her last-known address indicated in the Corporate Records book. The accidental failure or involuntary omission to give such notice to any shareholder shall not void the redemption with respect to the shares of any other shareholder who shall have received such notice.
 
  (2)   Partial redemption. If the Corporation proceeds to effect a partial redemption of the Class “I” shares, this redemption shall be carried out proportionally to the number of issued and outstanding Class “I” shares, regardless of fractional shares.

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      If only part of the shareholder’s issued and outstanding Class “I” shares is being redeemed, the Corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her Class “C” shares which have not been redeemed.
 
  (3)   Contents of the notice. The notice shall specify the price per share at which the redemption shall take place, the redemption date and, if the redemption applies only to part of the issued and outstanding Class “I” shares, the number of shares which are to be redeemed. The notice shall also indicate to any shareholder the date, the time and the place as well as the procedure to be followed for the surrender of the certificate of certificates representing the shares which are to be redeemed and for the payment of the redemption price.
 
  (4)   Amendment of the stated capital account. In accordance with the provisions of the Canada Business Corporations Act, the Class “I” shares so redeemed unilaterally by the Corporation shall be automatically cancelled at the date of their redemption and the Corporation shall reduce accordingly the stated capital account maintained for the Class “I” shares.
E) RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT
      In accordance with the provisions of the Canada Business Corporations Act, the Class “C”, “D”, “E”, “F”, “G”, “H” or “I” shares, as the case may be, purchased or otherwise acquired by mutual agreement shall be automatically cancelled at the date of their purchase or of their acquisition and the Corporation shall reduce accordingly the stated capital account maintained for the shares of the appropriate Class.

- 17 -

 

SCHEDULE B
pertaining to
RESTRICTIONS ON THE TRANSFER OF SHARES
     No share issued by the Corporation shall be transferred or assigned without the consent of the Board of Directors, which consent shall be evidenced by a valid resolution of the Board of Directors. This consent, however, may validly be given after the transfer or assignment has been recorded in the Corporate Records Book, in which case the transfer or assignment shall be valid and take effect retroactively upon the date on which the transfer or assignment was recorded.

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SCHEDULE C
pertaining to
OTHER PROVISIONS
1. BORROWING POWERS
     In addition to the powers conferred by the articles, and without restricting the generality of the powers conferred upon the Board of Directors by Section 189 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, the Board of Directors, if it sees fit, and without having to obtain the authorization of the shareholders, may:
  (a)   borrow money on the credit of the Corporation;
 
  (b)   issue, reissue, sell or pledge debt obligations of the Corporation;
 
  (c)   give a guarantee on behalf of the Corporation to secure the performance of an obligation of any person;
 
  (d)   grant a hypothec or a mortgage, even a floating hypothec or charge, on a universality of property, movable or immovable, present, or future, corporeal or incorporeal, of the Corporation; and
 
  (e)   delegate one (1) or more of the above-mentioned powers to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Corporation.
2. UNANIMOUS SHAREHOLDER AGREEMENT
      Where, pursuant to the articles, a power, which is to be exercised by the Board of Directors, has been withdrawn from the authority of the Board of Directors in order to be assumed by the shareholders pursuant to a unanimous shareholder agreement according to section 146 of the Canada Business Corporations Act, any reference, in the articles, to the exercise of such power by the Board of Directors or by one (1) or more directors shall be read as a reference to an exercise of this power by the meeting of the shareholders pursuant to the unanimous shareholder agreement.
3. RESTRICTIONS ON THE TRANSFER OR THE ASSIGNMENT OF SECURITIES
      As long as the Corporation qualifies as a “private issuer” within the meaning of Regulation 45-106 respecting prospectus and registration exemptions, no transfer or assignment of securities (other than shares and non-convertible debt securities) of the Corporation shall occur without the consent of the Board of Directors of the Corporation evidenced by a valid resolution of the Board of Directors.

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EX-3.95 29 y83788exv3w95.htm EX-3.95 exv3w95
Exhibit 3.95
BY-LAWS OF
7251637 CANADA INC.
(Corporation incorporated under the Canada Business Corporations Act)
BY-LAW NUMBER 1: GENERAL BY-LAWS
PART I: COMMON RULES
§1.   GENERALITIES
1.   Part I
 
2.   Part II
 
3.   Part III
B.   DEFINITIONS
4.   Definitions in the by-laws
“Act” or “Canada Business Corporations Act”
“articles”
“auditor”
“body corporate”
“by-laws”
“contracts, documents or instruments in writing”
“Director”
“director”
“meeting of the shareholders”
“officer”
“person”
“private issuer”
“registration procedure”
“Regulation 45-106”
“reserved powers”
“shareholders”
“sole shareholder”
“unanimous shareholder agreement”

 

 

5.   Definitions in the Act or in the Regulations
C.   INTERPRETATION
 
6.   Rules of interpretation
 
7.   Precedence
 
8.   Headings
 
9.   Powers
 
§2.   CORPORATION
 
A.   REGISTERED OFFICE
 
10.   Province and address of registered office.
 
11.   Change of address and of province
 
12.   Registration procedure
 
B.   BOOKS AND REGISTERS
 
13.   Corporate Records Book
 
14.   Minutes and resolutions
 
15.   Safekeeping
 
16.   Examination of books, registers and documents
 
17.   Non-certified copies of documents
 
18.   Disclosure of information to shareholders
 
19.   Legal proceedings
 
§3.    NOTICES AND DOCUMENTS
 
20.   Notices and documents
 
21.   Joint holders
 
22.   New holder of security
 
23.   Untraceable security holder
 
24.   Corporate seal
 
§4.    PROTECTION OF THE DIRECTORS AND OFFICERS

- 2 -

 

25.   Limitation of liability
 
26.   Right to compensation
 
27.   Legal action by third party
 
28.   Legal action by the Corporation
 
29.   Liability insurance
 
30.   Compensation after end of term of office
 
31.   Place of action
 
§5.    REGULATION 45-106
 
32.   Number of holders of shares and securities
 
33.   Issue of securities
 
34.   Private issuer status
 
35.   Declaration of subscriber
 
36.   Declaration of transferee
 
37.   Commission
PART II: CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER
§1.    MANAGEMENT OF THE CORPORATION
 
A.   DIRECTORS
 
38.   Number and residency
 
39.   Qualifications
 
40.   Election
 
41.   Acceptance of office
 
42.   Term of office
 
43.   De facto directors
 
44.   Remuneration and expenses
 
45.   Conflict of interest
 
46.   Resignation
 
47.   Removal from office
 
48.   End of term of office
 
49.   Vacancies

- 3 -

 

B.   POWERS OF THE DIRECTORS
 
50.   Powers
 
51.   By-laws
 
52.   Banking
 
53.   Financial year
 
C.   MEETINGS OF THE BOARD OF DIRECTORS
 
54.   Calling of meetings
 
55.   First directors’ resolutions
 
56.   New Board
 
57.   Regular meetings
 
58.   Annual meeting
 
59.   Emergency meeting
 
60.   Waiver of notice
 
61.   Place of meetings
 
62.   Quorum
 
63.   Canadian residency
 
64.   President and Secretary
 
65.   Procedure
 
66.   Vote
 
67.   Dissent
 
68.   Meeting by way of technical means
 
69.   Resolutions in lieu of meetings
 
70.   Validity
 
D.   OFFICERS
 
71.   Appointment
 
72.   Cumulative duties
 
73.   Term and remuneration
 
74.   Powers
 
75.   Chairperson of the Board of Directors
 
76.   President of the Corporation

- 4 -

 

77.   Vice President
 
78.   Treasurer
 
79.   Secretary
 
80.   Other officers
 
81.   Variation of powers
 
82.   Agents and attorneys
 
83.   Conflict of interest
 
84.   Signing of documents
 
85.   Resignation
 
86.   Removal from office
 
§2.    SHAREHOLDERS
 
A.   SHARE CERTIFICATES
 
87.   Right to a certificate
 
88.   Full copy of text
 
89.   Replacement of worn out or defaced certificate
 
90.   Replacement of lost, stolen or destroyed certificate
 
91.   Splitting a certificate
 
B.   TRANSFER OF SHARES
 
92.   Transfers of shares
 
93.   Recording or registering the transfer
 
94.   Form of instrument of transfer
 
95.   Deceased shareholder
 
C.   DIVIDENDS
 
96.   Declaration
 
97.   Payment
 
98.   Unclaimed dividend
 
99.   Set-off

- 5 -

 

D.   MEETINGS OF THE SHAREHOLDERS
 
100.   Annual meetings
 
101.   Special meetings
 
102.   Meetings in Canada
 
103.   Meetings outside Canada
 
104.   Notice of meeting
 
105.   Contents of notice
 
106.   Waiver of notice
 
107.   Quorum
 
108.   Adjournment
 
109.   Chairperson and secretary
 
110.   Procedure
 
111.   Resolutions in lieu of meetings
 
112.   Meeting by technical means
 
E.   RIGHT OF SHAREHOLDERS TO VOTE
 
113.   General rule
 
114.   Appointment of proxy holder
 
115.   Form of proxy
 
116.   Votes to govern
 
117.   Show of hands
 
118.   Ballots
 
F.   AUDITOR OR ACCOUNTANT
 
119.   Appointment of an auditor
 
120.   Remuneration of auditor
 
121.   Professional accountant
PART III: CORPORATION WITH THE SAME DIRECTOR AND SHAREHOLDER
§1.    GENERALITIES
 
122.   Application

- 6 -

 

123.   Resolutions
 
§2.    MANAGEMENT OF THE CORPORATION
 
A.   SOLE DIRECTOR
 
124.   Composition of the Board of Directors
 
125.   Qualifications
 
126.   Acceptance of office
 
127.   Term of office
 
128.   End of term of office
 
129.   Powers
 
130.   Banking
 
131.   Signing of documents
 
132.   Remuneration and expenses
 
133.   Conflict of interest
 
134.   By-laws
 
B.   OFFICERS
 
135.   Appointment and cumulative duties
 
136.   Term of office
 
137.   Remuneration
 
138.   Powers
 
139.   Conflict of interest
 
140.   Resignation
 
141.   Removal from office
 
C.   FINANCIAL AFFAIRS
 
142.   Financial year
 
143.   Appointment of an auditor
 
144.   Removal of an auditor
 
145.   Professional accountant
 
§3.    SOLE SHAREHOLDER

- 7 -

 

A.   SHARES AND DIVIDENDS
 
146.   Allotment and issue of shares
 
147.   Share certificates
 
148.   Dividends
 
B.   RESOLUTIONS OF THE SOLE SHAREHOLDER
 
149.   Powers
 
150.   Annual and other resolutions
BY-LAW NUMBER 2: GENERAL BORROWING BY-LAW
BY-LAW NUMBER 3: BANKING BY-LAW

- 8 -

 

BY-LAW NUMBER 1
being the
GENERAL BY-LAWS OF
(Corporation incorporated under the Canada Business Corporations Act)
These general by-laws f the Corporation, also referred to as By-law Number 1, have been made by the directors and confirmed by the shareholders, in accordance with the Act.
PART I COMMON RULES
§1.    GENERALITIES
1.   Part I. The common rules contained in this Part of the by-laws shall apply to Parts II and III hereof.
 
2.   Part II. Part II of the by-laws shall apply whenever the Corporation is made up either of more than one director and/or of more than one shareholder.
 
3.   Part III. Part III of the by-laws shall apply whenever the Corporation is made up of a sole director who is also the sole shareholder.
 
B.   DEFINITIONS
 
4.   Definitions in the by-laws. Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws, the minutes and the resolutions of the Corporation the term or the expression:
 
    “Act” or “Canada Business Corporations Act” shall mean the Act respecting Canadian business corporations, R.S.C. 1985, chap. C-44, as amended, and any amendments thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part;
 
    “articles” shall mean the original or restated articles of the Corporation as well as any amendments which may be made thereto;
 
    “auditor” shall mean the auditor of the Corporation and shall include a partnership of auditors or an auditor that is incorporated;

- 9 -

 

    “body corporate” shall mean any body corporate with or without share capital and whether or not it is a corporation to which the Act applies;
 
    “by-laws” shall mean the present by-laws, any other by-laws of the Corporation which are in force at the time as well as any amendments thereto;
 
    “contracts, documents or instruments in writing” shall include, among other things, deeds, hypothecs or mortgages, liens, encumbrances, transfers and assignments of property of any kind, conveyances, titles to property, agreements, contracts, receipts and discharges, obligations, debentures and other securities, cheques or other bills of exchange of the Corporation;
 
    “Director” shall mean the Director appointed pursuant to section 260 of the Act and who is charged with the administration thereof;
 
    “director” shall mean any person acting as a director or occupying the position of director of the Corporation by whatever name called, and “directors” and “Board of Directors” shall include a single director;
 
    “meeting of the shareholders” shall mean an annual meeting of the shareholders, a special meeting of the shareholders as well as any meeting of the holders of any class or of any series of shares;
 
    “officer” shall mean an individual appointed as the Chairperson of the Board of Directors, the President, a Vice-President, the Secretary, the Treasurer, the Controller, the General Counsel, the General Manager, a Managing Director of the Corporation, or any individual who performs functions for the Corporation similar to those normally performed by an individual occupying any of those offices;
 
    “person” shall include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;
 
    “private issuer” means the Corporation issuing shares or securities in compliance with, section 2.4 of the Regulation 45-106;
 
    “registration procedure” shall mean any registration legal procedure in virtue of which the Corporation shall register or obtain a license or a permit in order to carry on business in a province, in a territory, in another state or in another country or political subdivision thereof;
 
    “Regulation 45-106” shall mean the rules, instruments, forms and policies made by all Canadian securities regulatory authorities adopted in compliance with the different securities acts in each of the provinces and territories of Canada that harmonizes and consolidates exemptions from the prospectus and registration requirements contained in provincial statutes, and other national, multilateral and local instruments;

- 10 -

 

    “reserved powers” shall mean the duties which, according to the Act or a unanimous shareholder agreement, must be discharged by the directors or ratified or approved by the shareholders;
 
    “shareholders” shall mean the holders of the shares in the Corporation and shall include the sole shareholder;
 
    “sole shareholder” shall mean the person who holds shares individually or indirectly through a holding company in which he owns all the issued voting and non voting shares;
 
    “unanimous shareholder agreement” shall mean the unanimous shareholder agreement or the declaration of the sole shareholder described in subsection 146(2) of the Act.
 
5.   Definitions in the Act or in the Regulations. Subject to the above definitions, the definitions provided for in the Act or in its Regulations shall apply to the terms and to the expressions used in the by-laws of the Corporation.
 
    C. INTERPRETATION
 
6.   Rules of interpretation. Terms and expressions used only in the singular shall include the plural and vice-versa, and those only importing the masculine gender shall include the feminine and neutral and vice-versa.
 
7.   Precedence. In the event of a contradiction between the Act, the unanimous shareholder agreement, the articles or the by-laws of the Corporation, the Act shall prevail over the unanimous shareholder agreement, the articles and the by-laws; the unanimous shareholder agreement shall prevail over the articles and the by-laws; and the articles shall prevail over the by-laws.
 
8.   Headings. The headings used in these by-laws shall serve merely as references and they shall not be considered in the interpretation of the terms, of the expressions or of the provisions contained in these by-laws.
 
9.   Powers. The powers of the directors, of the shareholders and of the officers of the Corporation are subject to the Act, to any unanimous shareholder agreement, and to the by-laws of the Corporation and any reference to the exercise of any of these powers in the by-laws of the Corporation is subject to any limits, restrictions or conditions expressed therein.
 
§2.    CORPORATION
 
A.   REGISTERED OFFICE
 
10.   Province and address of registered office. The registered office of the Corporation shall be located within the province in Canada specified in its articles and at the address indicated at the relevant time or in the Notice of registered office or of change of registered office filed with the Director pursuant to section 19 of the Act.

- 11 -

 

11.   Change of address and of province. The directors, by resolution, may change the address of the registered office of the Corporation within the province specified in its articles. The President of the Corporation and/or the Secretary or any other representative designated by the directors shall send to the Director, within fifteen (15) days, a Notice of change of registered office pursuant to subsection 19(4) of the Act and this change of address of the registered office shall take effect upon receipt of such notice by the Director. The directors may transfer the registered office of the Corporation from a place to a province or to another province by amending the articles of the Corporation and this change shall take effect on the date of the certificate attesting to such change.
 
12.   Registration procedure. Where the Corporation has an establishment or where it carries on business in a province or in a territory within Canada or in another jurisdiction, it shall comply with the legislation applicable to it in that province, in that territory, in that other state or in that other country or political subdivision thereof and, in particular, it shall comply with the registration procedure. The President of the Corporation or any person designated by the latter are authorized to sign any document and take all appropriate action with respect to such registration procedure.
 
B.   BOOKS AND REGISTERS
 
13.   Corporate Records Book. The Corporation shall opt for one (1) or more books in which its corporate documents, as the case may be, are kept under the following tabs:
     
Tab   Content
Certificate of incorporation and other certificates
  The original or a copy of the certificate of incorporation and other certificates of the Corporation, and the articles annexed thereto.
 
    
Corporate data
  A summary of the corporate data of the Corporation.
 
    
Registered office and board of directors/Changes
  A copy of the Notices of directors and registered office and their changes filed with the Director pursuant to the Act.
 
    
Declarations
  A copy of any declarations, returns and reports filed pursuant to any registration procedure.
 
    
By-laws
  The by-laws of the Corporation and any amendments thereto
 
    
Resolutions/Minutes
  The resolution and minutes of the Board of Directors and of the shareholders.
 
Directors
  A register of the directors indicating the name and address of each director as well as the date

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Tab   Content
 
  of the registration as director and, as the case may be, of the end of his term of office and any change of address of directors, as well as a form of acceptance of office of each director.
 
    
 
  A register of officers indicating the name, the office and the beginning and the end of that office.
 
    
Continuing disclosure of interest
  A general notice of disclosure of interest pursuant to subsection 120(6) of the Act.
 
    
Shareholders
  A register of the shareholders and other security holders indicating the name and address of each of them as well as the date of their registration and, as the case may be, the date on which their registration was cancelled and any change of address.
 
    
Securities
  A register of shares indicating, for each class or series, the name of the shareholder, the number of shares held, the date and the conditions of any transaction with respect to such shares, the reference number of the transfer register and of the share certificates. The names of the shareholders on this register of shares are placed in alphabetical order and their address is indicated in the register of shareholders.
 
    
 
  A register of debt obligations issues under a trust indenture according to section 85 CBCA.
 
    
 
  A register of other securities indicating their date of issuance and their designation.
 
    
 
  Forms for a declaration pursuant to the issue of shares and other securities.
 
    
Transfers
  A transfer register indicating the designation of the shares transferred, the number and the date of the transfer, the names of the transferor and of the transferee, the number of shares transferred as well as the number of the certificates issue and cancelled.

- 13 -

 

     
Tab   Content
 
  Forms for a declaration pursuant to the transfer of shares and other securities.
 
    
Shareholders’ agreement
  A copy of any unanimous agreement of the shareholders.
 
    
Share certificates
  A record of share certificates indicating the particulars of any issue, delivery, transfer or cancellation of these certificates.
14.   Minutes and Resolutions. The minutes of the meetings of the Board of Directors and the resolutions of the directors as well as the resolutions of the shareholders and the minutes of the meetings of the shareholders may be kept under the same tab and divided in the event of a request by the shareholders to examine the Corporate Records Book.
 
15.   Safekeeping. The Corporate Records Book shall be kept at the registered office of the Corporation or at any other place determined by the Board of Directors.
 
16.   Examination of books, registers and documents. The shareholders and the creditors of the Corporation, as well as their agents, may examine during the normal business hours of the Corporation, the following books, registers and documents: the articles of the Corporation; the by-laws and any amendments thereto; any unanimous shareholder agreement, a copy of the Notices of directors and of registered office and their changes filed with the Director pursuant to the Act; a copy of any declarations filed pursuant to any registration procedure; the minutes and resolutions of the shareholders; the securities register and the register of transfers.
 
17.   Non-certified copies of documents. The shareholders as well as their agents may obtain, upon request and without charge, a non-certified copy of the articles, of the by-laws of the Corporation and of any amendments thereto as well as of the unanimous shareholder agreement.
 
18.   Disclosure of information to shareholders. No shareholder may insist upon being informed with respect to the management of the business and of the affairs of the Corporation especially where, in the opinion of the directors, it would be contrary to the interests of the Corporation to render any information public. The directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the shareholders.
 
19.   Legal proceedings. The President of the Corporation or any other person authorized by the Board of Directors shall be respectively authorized to commence any action, suit, application, proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding on behalf of the Corporation or to appear and to answer for the Corporation with respect to any writ, order or injunction, issued by any Court of law or by any tribunal, with respect to any interrogatories upon articulated facts or examinations for discovery, and with respect to any other action, suit, application or other legal

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    proceeding in which the Corporation shall be involved; to answer in the name of the Corporation with respect to any seizure by garnishment in which the Corporation shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Corporation shall be made a party; to make demands or requests for assignment of property or applications or petitions for winding-up or liquidation or sequestration or receivership orders against any debtor of the Corporation; to attend, and to vote at, any meeting of the creditors or of the debtors of the Corporation; to grant proxies and to take, with respect to such actions, suits, applications or other legal proceedings, any other action, act or deed or to make any other decision deemed to be in the best interests of the Corporation.
 
§3.     NOTICES AND DOCUMENTS
 
20.   Notices and documents. Notices and any other documents may be sent to the Corporation at its registered office, and to any director, officer, shareholder or auditor of the Corporation at the latest address in the records of the Corporation or at any other address known to the sender where the recipient is more likely to receive such notice or document in a timely fashion by the following means:
  (a)   by registered or certified mail deemed to have been received the first business day after the day of its sending;
 
  (b)   in person or by bailiff by producing a dated acknowledgment of receipt bearing the signature of the recipient or of the bailiff; or
 
  (c)   by e-mail or other electronic means by producing an acknowledgment of its receipt.
21.   Joint holders. Where two (2) or more persons hold securities jointly, the notices or the documents shall be sent to one (1) of the persons entered as joint shareholders or security holders in the Corporate Records Book and this shall constitute sufficient notice with respect to the other joint holder or joint holders unless they have appointed an agent, in which case the notices or the documents shall be sent to the latter.
22.   New holder of security. Any person who, by operation of the Act, by transfer or by any other means, becomes a security holder of the Corporation shall be bound by any notice or document relating thereto, if such notice or document was duly sent to the name and address of the person from whom or from which he acquired his title to such securities, prior to the new security holder registering the securities.
23.   Untraceable security holder. The Corporation shall not be obliged to send the notices or the documents to be sent to the security holder where previous notices or documents have been returned to it on more than two (2) consecutive occasions, unless the untraceable security holder has notified the Corporation in writing of his new address.

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24.   Corporate seal. The Corporation’s seal, if any, may be impressed on any record, document, resolution or by-law and that impression is attested by the signatures of any director or any officer as may be determined by resolution of the Board of Directors.
 
§4.   PROTECTION OF THE DIRECTORS AND OFFICERS
 
25.   Limitation of liability. No director or officer acting or having acted for or in the name of the Corporation shall be held liable, in his capacity or in this capacity as agent or representative of the latter, whether it be vis-à-vis the Corporation or third parties, for the actions, the acts or the deeds, the things done or allowed to be done, the omissions, the representations, the declarations, the financial projections, the decisions made or not made, the liabilities, the undertakings, the payments made, the receipts given or the discharges granted, the negligence or the faults of any other director, or officer, employee, agent, representative of the Corporation. Among other things, no director or officer shall be held liable vis-à-vis the Corporation for any direct or indirect loss suffered by the latter for any reason whatsoever; more specifically, he shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Corporation, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Corporation shall be or have been placed or invested or yet for any loss or damage resulting from the bankruptcy, from the insolvency or from the delictual or tortious action, act or deed of any person, including any person with whom or with which funds, securities, assets or negotiable instruments shall be or have been placed or deposited. Furthermore, the directors or the officers shall not be held liable vis-à-vis the Corporation for any loss, conversion of property, misappropriation, embezzlement or any other damage resulting from any dealings with respect to any funds, assets or securities or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relation to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Corporation or owing to the fact that the directors or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation. None of the above shall be interpreted in such a way as to relieve a director or an officer of his duty to act in accordance with the Act and with its Regulations or of his joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or of its Regulations. Moreover, the directors or the officers shall not be held individually or personally liable vis-à-vis third parties for the duration of their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received.
 
26.   Right to compensation. The Corporation shall compensate its directors, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defense of an action, of a suit, of an application, or a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to

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    which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this application or this legal proceeding was commenced by or on behalf of the Corporation or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, from the acts or from the deeds done by the directors, by the officers or by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defense of the action, of the suit, of the application or of the legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of the Corporation, that they did not place themselves in a position of conflict of interest between their personal interest and that of the Corporation, and, in the case of an action, of a suit, of an application or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Corporation shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of another body corporate.
 
27.   Legal action by third party. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by a third party against one (1) or more of the directors, of the officers or of the representatives of the Corporation for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation shall assume their defense.
 
28.   Legal action by the Corporation. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by the Corporation against one (1) or more of its directors, of its officers, of its agents or of its representatives for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation may pay compensation to the directors, to the officers, to the agents or to the representatives if it loses its case and if a Court of law or a tribunal so orders. If the Corporation wins its case only in part, the Court of law or the tribunal may determine the amount of the costs or of the expenses which the Corporation shall assume.
 
29.   Liability insurance. The Corporation may purchase and maintain insurance, against any liability incurred by an individual in his capacity as a director or officer of the Corporation; or in his capacity as a director or officer, or similar capacity, of another entity, if he acts or acted in that capacity at the Corporation’s request.
 
30.   Compensation after end of term of office. The compensation provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of director, of officer of agent or of representative of the Corporation or, as the case may be, of a body corporate of which the Corporation is or was a shareholder or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agent, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be

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    combined with any other recourse which the director, the officer, the representative, one (1) of his predecessors as well as his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants may have.
 
31.   Place of action. The powers and the duties of the Corporation with respect to the compensation of any director, officer, agent or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.
 
§5.   REGULATION 45-106
 
32.   Number of holders of shares and securities. The beneficial ownership of securities of the Corporation, including its shareholders, shall be limited to fifty (50) persons, not including employees and former employees of the Corporation or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Corporation in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner.
 
33.   Issue of securities. The directors, by way of resolution, may accept subscriptions for securities, allot or issue securities of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit.
 
34.   Private issuer status. The directors shall use their best efforts to ensure that the Corporation remains a private issuer and complies with the provisions of the Regulation 45-106.
 
35.   Declaration of subscriber. Any person who subscribes shares or other securities issued by the Corporation shall declare to the Corporation that this subscription is exempted from prospectus and registration requirements pursuant to section 2.4 of the Regulation 45-106.
 
36.   Declaration of transferee. Any person who purchases shares or other securities of the Corporation shall declare that his acquisition is exempted from prospectus and registration requirements pursuant to the Regulation 45-106.
 
37.   Commission. No commission or other remuneration, including a finder’s fee, shall be paid in connection with the sale of the security to a director, executive officer, control person or founder of the Corporation or of an affiliate of the Corporation.
PART II   CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER
§1.   MANAGEMENT OF THE CORPORATION

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A.   DIRECTORS
 
38.   Number and residency. The precise number of directors shall be determined by the Board of Directors between the minimum and the maximum indicated in the articles. Failing such a decision, the precise number of directors of the Corporation shall be the number of directors elected by the shareholders and twenty-five percent (25%) of the members of the Board of Directors shall be resident Canadians. However, where the Corporation has less than four directors, or at least one of the directors shall be a resident Canadian.
 
39.   Qualifications. An individual need not be a shareholder in order to become a director of the Corporation. Moreover, any individual may be a director except for a person who is under eighteen (18) years of age, is of unsound mind and has been so found by a Court of law in Canada or elsewhere, has the status of bankrupt or has been barred by a Court of law from holding such an office.
 
40.   Election. The directors shall be elected by the shareholders at the first meeting of the shareholders and at each annual meeting or, as the case may be, at a special meeting. In the event of a change in the composition of the Board of Directors, the Corporation shall give notice of this change by filing with the Directors a Notice of change of directors in accordance with subsection 113(1) of the Act.
 
41.   Acceptance of office. An individual who is elected or appointed to hold office as a director is not a director and is deemed not have been elected or appointed to hold office as a director unless he was present at the meeting when the election or appointment took place and he did not refuse to hold office as a director; or he was not present at the meeting when the election or appointment took place and he consented in writing to hold office as a director, or he has acted as a director pursuant to his election or appointment.
 
42.   Term of office. Unless otherwise decided by the shareholders, each director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected, unless the term of office of the director ends prematurely. A director whose term of office has ended may be re-elected. The term of office of the first directors following its constitution whose name appears at the relevant time in the Notice of directors prescribed by subsection 106(1) of the Act shall commence on the date of the certificate of incorporation and shall end when that of their successors or of their replacements shall commence.
 
43.   De facto directors. The actions, acts or deeds of the directors shall not be voidable because their appointment was irregularly made or because a Notice of directors or of change of directors filed with the Director is incomplete, irregular or erroneous.
 
44.   Remuneration and expenses. The directors may fix their own remuneration without having to make a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity. A director may receive advances and shall be entitled to be reimbursed for all expenses

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    incurred in the execution of his office except for those incurred as a result of his own fault. Moreover, the Board of Directors may pay an additional remuneration to any director undertaking any task outside the ordinary course of his office.
 
45.   Conflict of interest. Any director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to a material contract or to a proposed material contact with the Corporation shall disclose the nature and the extent of his interest.
 
46.   Resignation. A director may resign from office by forwarding a letter of resignation to the registered office of the Corporation. The resignation of a director shall be approved by the directors. Subject to such approval, the resignation shall become effective on the date when the letter of resignation shall have been received by the Corporation or on the date specified in the letter of resignation if the latter is subsequent.
 
47.   Removal from office. Any director may be removed from office prematurely by way of an ordinary resolution made, at a special meeting, by a majority of the shareholders entitled to elect him. The director against whom a request for removal from office is directed shall be notified of the place, of the date and of the time of the meeting within the same time frame as that provided for the calling of the meeting. A director who is informed, in particular by notice, of the calling of a meeting with a view to removing him from office may address the shareholders, orally or in writing, and state the reasons for his opposition to the resolution proposing his removal from office, in accordance with section 110 of the Act. Furthermore, at the same meeting, the shareholders, by way of an ordinary resolution, may fill a vacancy created by the removal from office of the director.
 
48.   End of term of office. The term of office of a director of the Corporation shall end in the event of his death, of his resignation, of his removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, or by the institution of a regime of protective supervision in his respect. The term of office of a director shall also end in the event of the bankruptcy of the Corporation.
 
49.   Vacancies. A director appointed to fill a vacancy shall complete the unexpired portion of his predecessor’s term and shall remain in office until his successor or his replacement shall have been appointed or elected. The Corporation shall send to the Director a Notice of change of directors in accordance with the Act. The directors, if a quorum exists, may fill a vacancy in their numbers on the Board of Directors. If the vacancy cannot be so filled by the directors, the Board shall call, within thirty (30) days, a special meeting of the shareholders in order to fill this vacancy. If there are no longer any directors sitting on the Board of Directors or if the directors fail to call such a meeting within the prescribed time limit, then one (1) or more shareholders may call such a meeting.
 
B.   POWERS OF THE DIRECTORS
 
50.   Powers. The directors shall supervise the management and carry on the business and the affairs of the Corporation and they may execute, in the name of the latter, contracts of

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    any kind which are allowed by law. Generally speaking, they shall perform all the actions, the acts or the deeds and all the powers of the Corporation except the powers reserved to the shareholders of the Corporation.
 
51.   By-laws. The directors, by way of resolution, may make, amend or repeal any by-law governing the business and the affairs of the Corporation. By-laws made, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following meeting. By-laws made, amended or repealed by the directors shall take effect on the date of their making, of their amendment or of their repeal by the directors. After confirmation or amendment by the shareholders, they shall continue in force in their original or amended state, as the case may be. However, they shall cease to have effect following their rejection by the shareholders or in the event of failure by the directors to submit them to the shareholders at the meeting following their making. Furthermore, in the event of a rejection by the shareholders of a by-law or of a failure by the directors to submit such by-law to the meeting of the shareholders, any subsequent resolution by the directors to the same general effect cannot come into force until after confirmation by the shareholders.
 
52.   Banking. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the directors. The directors shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
 
53.   Financial year. The date of the end of the financial year of the Corporation shall be determined by the directors.
 
C.   MEETINGS OF THE BOARD OF DIRECTORS
 
54.   Calling of meetings. The Chairperson of the Board of Directors, the President of the Corporation, any Vice-President, the Secretary or any two (2) directors may call at any time a meeting of the Board of Directors and the Secretary of the Corporation shall call the meeting when so directed or otherwise authorized to do so. Meeting of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 5 days prior to the meeting.
 
55.   First directors’ resolutions. After the issue of the certificate of incorporation, the first directors, by way of resolutions in writing, may make by-laws, adopt forms of share certificates and of registers of the Corporation, authorize the issue of securities, appoint officers, appoint one (1) or more auditors or, as the case may be, accountants of the Corporation, make any necessary arrangements with banks or with financial institutions, and deal with any other question.
 
56.   New Board. Each newly elected Board may without notice hold its first meeting immediately following a meeting of shareholders at which such Board is elected, provided that a quorum of directors is present.

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57.   Regular meetings. A copy of any resolution of the directors setting the place, the date and the time of these regular meetings shall be sent to each director immediately thereafter but no further notice of a regular meeting shall be required unless a question relating to the reserved powers must be dealt with or settled at that meeting.
 
58.   Annual meeting. Each year, immediately after the annual meeting of the shareholders, a meeting of the Board of Directors made up of the newly-elected directors shall be held, provided that a quorum exists, for the purposes of appointing the officers, the accountant or auditor of the Corporation, as the case may be, and the other representatives of the Corporation, and to deal with any question which may be raised thereat. Such meeting shall be held without notice unless a question respecting the reserved powers must be dealt with or settled at that meeting.
 
59.   Emergency meeting. A meeting of the Board of Directors may be called by any means, at least three (3) hours before the meeting, by one (1) of the persons who have the power to call a meeting of the Board of Directors, if, in the opinion of such person, it is urgent that a meeting be held. In determining the validity of a meeting so called, such notice shall be considered sufficient in itself if approved by a majority of directors present at that meeting or consenting in writing thereto.
 
60.   Waiver of notice. Any director, orally or in writing, may waive his right to receive notice of a meeting of the Board of Directors or of a change in such notice or in the date and time indicated therein. Such waiver may be given validly before, during or after the meeting in question. The attendance of a director at the meeting, in itself, shall constitute a waiver, except where he indicates that he is attending the meeting for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called. The signing of a written resolution in lieu of a meeting shall also constitute a waiver of notice of the calling and of the holding of an actual meeting.
 
61.   Place of meetings. Meetings of the Board of Directors shall be held at the registered office of the Corporation or at any other place, in Canada or elsewhere, which the directors may determine.
 
62.   Quorum. The quorum at a meeting of the Board of Directors shall be a majority of the directors then in office. If a quorum is not attained within fifteen (15) minutes after commencement of the meeting, the directors may only decide on an adjournment thereof. The quorum shall be maintained for the duration of the meeting.
 
63.   Canadian residency. Unless at least twenty-five percent (25%) of the directors attending a meeting are resident Canadians, the directors may not discuss any matter. Notwithstanding the above, the directors may transact business, even in the absence of twenty-five percent (25%) of resident Canadians, if a resident Canadian who is unable to be present approved in writing, or by telephone, electronic or other communication facility, the business transacted at the meeting and the required number of resident Canadian directors would have been present had that director been present at the meeting.

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64.   President and Secretary. The Chairperson of the Board of Directors or, in his absence, the President of the Corporation or any Vice-President shall chair all meetings of the Board of Directors, and the Secretary of the Corporation shall act as the secretary thereof. In the absence of these persons, the directors shall choose a chairperson from their number, and, as the case may be, any person to act as secretary of the meeting.
 
65.   Procedure. The chairperson of a meeting of the Board of Directors shall be responsible for the proper conduct of the meeting, shall submit to the directors the proposals which must be put to a vote and, generally, shall establish reasonable and impartial rules of procedure to be followed, subject to the rules of procedure usually followed during deliberating assemblies.
 
66.   Vote. Each director may cast one (1) vote and all questions submitted to the Board of Directors shall be decided by a majority vote of the directors. Voting shall be by a show of hands unless the chairperson of the meeting or a director in attendance requests a ballot. If a ballot is held, the secretary of the meeting shall act as scrutineer and count the ballots. In both cases, if one (1) or more directors participate in a meeting by way of technical means, they shall indicate orally to the secretary the manner in which they shall be casting their vote. Voting by any technical way shall be by a show of hands. Voting by proxy shall not be permitted at meetings of the Board of Directors. The chairperson of the meeting shall not have a second or casting vote in the event of a tie vote.
 
67.   Dissent. A director in attendance at a meeting of the Board of Directors shall not be bound by the actions, by the acts or by the deeds of the Corporation and shall not be deemed to have approved all the resolutions made or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or if his dissent is sent to the Corporation immediately after the meeting is adjourned or after it rises. A director absent from a meeting of the Board of Directors shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, without seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent to the registered office of the Corporation.
 
68.   Meeting by way of technical means. All the directors, or one (1) or several directors with the consent of all the other directors of the Corporation, which consent may be given before, during or after the meeting, in a specific manner for a given meeting or in a general manner for all subsequent meetings, may participate in a meeting of the Board of Directors by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such meeting by such means is deemed for the purposes of this Act to be present at that meeting, which is deemed to have been held in Canada. The meeting shall also be deemed to be made up of at least twenty-five percent (25%) of resident Canadians if twenty-five percent (25%) of the directors attending, or

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    participating in, the meeting, in person or by way of technical means, are resident Canadians. The directors attending, or participating in, a meeting held using such technical means may decide on any matter, such as the making of a by-law, the exercise of any of the reserved powers or the replacement of a director. A director may also declare or disclose any conflict of interest at such meeting. The secretary of the meeting shall keep minutes of such meetings and shall record any dissent. The statement by the chairperson and by the secretary of the meeting so held to the effect that a director participated in the meeting shall be valid unless proven otherwise. In the event of an interruption in the communication with one (1) or more directors, the meeting shall continue to be valid if a quorum is maintained.
 
69.   Resolutions in lieu of meetings. Resolutions in writing, signed by all the directors entitled to vote thereon at meetings of the Board of Directors, shall be as valid as if they had been made at such meetings. A copy of these resolutions, once made, shall be kept with the minutes of the proceedings of the Board of Directors.
 
70.   Validity. Decisions made during the course of a meeting of the Board of Directors shall be valid notwithstanding any irregularity, thereafter discovered, in the election or in the appointment of one (1) or more directors or their inability to serve as directors.
 
D.   OFFICERS
 
71.   Appointment. The directors may appoint any qualified person to be the President of the Corporation, a Chairperson of the Board of Directors, one or more Vice Presidents (to which title may be added words indicating seniority or function), and a Treasurer or Secretary, and they may provide for assistants to such officers. Moreover, the directors, or the President of the Corporation or the Chairperson of the Board of Directors with the consent of the directors, may create any other office and appoint thereto persons qualified, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which they may determine. Save for the Chairperson of the Board and the Managing Director, an officer may but need not be a director.
 
72.   Cumulative duties. The same person may hold two (2) or more offices within the Corporation, provided that they are not incompatible with each other. Where the same person holds the offices of Secretary and Treasurer, he may, but need not, be designated as the “Secretary-Treasurer” of the Corporation.
 
73.   Term and remuneration. The term of employment and remuneration of all officers shall be determined by the directors, without their having to make a resolution to this end, or, in the absence of such a decision, by the President of the Corporation. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer in another capacity by the Corporation. The fact that any officer is also a director or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, such remuneration as may be determined. All officers, in the absence of an agreement to the contrary, shall be subject to removal by resolution of the Board of Directors at any time.

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74.   Powers. The directors shall determine the powers of the officers of the Corporation. The directors may delegate to them all their powers, except the reserved powers. The officers shall also have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside Canada.
 
75.   Chairperson of the Board of Directors. The directors may appoint a Chairperson of the Board of Directors who shall be a director. If a Chairperson of the Board of Directors is appointed, the directors may delegate to him all of the powers and duties conferred by the present by-laws on the President of the Corporation as well as any other powers which the directors may determine.
 
76.   President of the Corporation. The Board of Directors may appoint a President. The President of the Corporation shall be the chief executive officer subject to the control of the directors, if no Managing Director has been appointed, and, subject to the authority of the Board of Directors, he shall supervise, administer and manage generally the business and the affairs of the Corporation.
 
77.   Vice-President. The directors may appoint one or more vice-presidents with such powers and such duties as the Board of Directors or the President of the Corporation may determine.
 
78.   Treasurer. The Treasurer shall manage generally the finances of the Corporation. He shall be responsible for all funds, securities, books, receipts or discharges and other documents of the Corporation. He shall deposit all money and other valuables in the name and to the credit of the Corporation in the bank or financial institution chosen by the directors. He shall submit at each meeting of the Board of Directors, whenever required to do so by the President of the Corporation or by a director, a detailed statement of account of the receipts and disbursements as well as a detailed accounting of the financial position of the Corporation. He shall present a detailed financial statement of the Corporation, prepared in accordance with the Act, at the meeting of the Board of Directors prior to the annual meeting of the shareholders.
 
79.   Secretary. The Secretary shall act as secretary at all meetings of the Board of Directors, and all the meetings of the shareholders. He shall ensure that all notices are given and that all documents are sent in accordance with the provisions of the Act and with the by-laws of the Corporation and he shall keep, in the Corporate Records Book, the minutes of the meetings of the Board of Directors and of the meetings of the shareholders as well as the resolutions of the directors, and the resolutions of the shareholders. He shall also be responsible for the filing of the records of the Corporation. He shall countersign the minutes and the share certificates. Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Corporation or by the directors.
 
80.   Other officers. The duties of all other officers of the Corporation shall be determined by the directors and any of the powers and duties of an officer to whom an assistant has been

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    appointed may be exercised and performed by such assistant, unless the directors otherwise direct.
 
81.   Variation of powers. The Board of Directors may vary, add to or limit the powers and the duties of any officer.
 
82.   Agents and attorneys. The Board of Directors shall have the power from time to time to appoint agents or attorneys for the Corporation in any province or territory in Canada or elsewhere with such powers of management, including the power to sub-delegate, or any others powers necessary as the Board may he fit.
 
83.   Conflict of interest. Any officer or agent shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare or disclose any conflict of interest to the directors.
 
84.   Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the President of the Corporation alone or by two (2) persons holding the office of Vice-President, of Chairperson of the Board of Directors, of director, of Secretary, of Treasurer or of Managing Director or by their duly authorized assistants and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Corporation all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.
 
85.   Resignation. Any officer may resign from office by forwarding a letter of resignation to the registered office of the Corporation. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at a later date specified therein. The resignation of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the resignation shall not relieve the officer of the obligation of paying any debt owing by him to the Corporation before such resignation became effective. The officer shall be liable for any prejudice caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
 
86.   Removal from office. The directors may remove from office any officer of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation.
 
§2.   SHAREHOLDERS
 
A.   SHARE CERTIFICATES
 
87.   Right to a certificate. Each shareholder, in his discretion, shall be entitled either to a share certificate representing the shares of each class which he holds in the Corporation

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    or to an irrevocable acknowledgment in writing of his right to obtain a share certificate of the Corporation, detailing the number, the class and the series of shares which he holds as indicated in the shares’ register. Such certificate shall be in a form approved by the directors or in any other form approved by the President and the Secretary of the Corporation as evidenced by their signature on the certificate. The Corporation shall not be required to issue more than one certificate in respect in shares held jointly by more than one person.
 
88.   Full copy of text. The Corporation shall provide shareholders, at their request and free of charge, with a full copy of the text of the rights, of the privileges, of the conditions and of the restrictions attaching to each class or series of shares making up the share capital of the Corporation as well as of the authority of the directors to fix the rights, the privileges, the conditions and the restrictions of subsequent series.
 
89.   Replacement of worn out or defaced certificate. If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit, order the certificate to be cancelled, and issue a replacement share certificate.
 
90.   Replacement of lost, stolen or destroyed certificate. If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the directors receive proof satisfactory to them that the certificate is lost, stolen or destroyed, and any indemnity the directors consider adequate.
 
91.   Splitting a certificate. If a shareholder surrenders a share certificate to the Corporation with a written request that the Corporation issue in the shareholder’s name two (2) or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.
 
B.   TRANSFER OF SHARES
 
92.   Transfers of shares. All transfers of shares of the share capital of the Corporation and all details relating thereto shall be recorded in a central register of transfers. However, no transfer of shares shall be validly entered in this register of the Corporation or authorized to be entered therein unless the certificate representing the shares to be transferred shall have been returned to the Secretary of the Corporation for cancellation. The Secretary shall inscribe the word “cancelled” as well as the date of cancellation on any certificate returned to him. If no certificate representing the transferred shares has been issued by the Corporation, an instrument in writing documenting the power to transfer shall be presented prior to the registration of the transfer.
 
93.   Recording or registering the transfer. A transfer of a share of the Corporation must not be registered unless a duly signed instrument of transfer in respect of the share has

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    been received by the Corporation and the certificate representing the share to be transferred has been surrendered and cancelled.
 
94.   Form of instrument of transfer. The instrument of transfer in respect of any share of the Corporation must be either in the form, if any, on the back of the Corporation’s share certificates in any other form that may be approved by the directors from time to time.
 
95.   Deceased shareholder. In the event of the death of the holder or of one (1) of the joint holders of any share of the Corporation, the Corporation shall neither modify the shares’ register or the transfer register nor pay any dividend or make any other distribution relating to the share in question unless all the documents which may be required by the Act shall have been submitted and all reasonable requirements imposed by the Corporation shall have been satisfied.
 
C.   DIVIDENDS
 
96.   Declaration. The directors may declare and pay dividends to the shareholders according to their respective rights and interests in the Corporation and shall not be compelled to make any distribution of the profits of the Corporation. No dividend bears interest against the Corporation. They may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in order to keep them as a reserve fund of any kind. Dividends may be paid by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation or may be paid in property or in money.
 
97.   Payment. Unless the holder otherwise indicates, a dividend payable in specie shall be paid by cheque to the order of the registered holder of the shares of the class in respect of which a dividend has been declared and shall be delivered or mailed by prepaid ordinary mail to such registered holder to or at the address appearing at that time in the registers of the Corporation. In the case of joint holders, unless such joint holders otherwise direct, the cheque shall be made payable to the order of all of such joint holders and be delivered or mailed to them to or at the address of one (1) of them appearing at that time in the registers of the Corporation. The mailing of such cheque as aforesaid, unless the same is not paid upon due presentation, shall satisfy all claims and discharge the Corporation of its liability for the dividend to the extent of the amount of the cheque. In the event of non-receipt of the dividend cheque by the person to whom it was delivered or mailed as aforesaid, the Corporation shall issue to such person a replacement cheque for the same amount on such terms as determined by the directors.
 
98.   Unclaimed dividend. The right to any dividend unclaimed after a period of three (3) years from its declaration date shall be lost and the dividend shall revert to the Corporation.
 
99.   Set-off. The directors, in their discretion, may apply, in whole in part, any amount of dividend declared payable to a shareholder to set off any debt owed by the shareholder to the Corporation.

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D.   MEETINGS OF THE SHAREHOLDERS
 
100.   Annual meetings. Annual meetings of the shareholders of the Corporation shall be held not later than eighteen months after it comes into existence; and subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the Corporation’s preceding financial year. The directors shall determine the exact date as well as the time and the place of any such meeting. The annual meeting of the shareholders shall be held to take notice of the financial statements of the Corporation and of the other documents which are required by the Act to be placed on the agenda of the annual meeting, to elect directors, to appoint one (1) or more auditors, as the case may be, and to fix, or authorize the directors to fix, their remuneration, and to decide on any other matter which may be placed on the agenda. The Corporation shall, at least ten (10) days before each annual meeting or the resolution in lieu of it, send the annual financial statements to each shareholder, except those who do not request them, either before, during or after the meeting or the resolution in lieu of it.
 
101.   Special meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Chairperson of the Board of Directors, by the President of the Corporation, by the Managing Director or by two (2) directors.
 
102.   Meetings in Canada. The meetings of the shareholders shall be held at the registered office of the Corporation or at any other place in Canada designated by the directors. The meetings may be held validly within the territorial limits of Canada on land, at sea or in the air. Meetings held by way of written resolutions in lieu of meetings shall be deemed to have been held in Canada at the registered office of the Corporation.
 
103.   Meetings outside Canada. A meeting of shareholders of the Corporation may be held at a place outside Canada if the place is specified in its articles or if all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada, except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
 
104.   Notice of meeting. Notice of the calling of any meeting of the shareholders shall be sent by mail, by facsimile or by electronic mail, at least ten (10) days prior to the meeting, to each shareholder entitled to vote thereat, to each director at his last-known address indicated in the Corporate Records Book and to the auditor.
 
105.   Contents of notice. The notice of the calling of a meeting of the shareholders shall contain all the items on the agenda and state their nature with sufficient detail so as to enable the shareholders to reach an informed opinion with respect thereto and shall reproduce the text of any special resolution to be submitted at the meeting. It shall not be necessary for the notice of an annual meeting to indicate that the financial statements of

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    the Corporation and the auditor’s report shall be examined and that the renewal of the latter’s duties and the election of the directors shall be addressed at this meeting, but a copy of the financial statements of the Corporation and of the auditor’s report shall be appended to this notice.
 
106.   Waiver of notice. A meeting of the shareholders may be held validly at any time and for any purpose without the notice required by the Act, by its Regulations or by the by-laws, if all the shareholders entitled to vote at the meeting as well as all the directors and the auditor waive notice of the meeting in any manner whatsoever. Attendance of any such person is a waiver of notice of the meeting except where such person attends this meeting to object to it on the grounds that the meeting is not lawfully called. This waiver of the notice of the meeting may take place before, during or after the holding of the meeting.
 
107.   Quorum. A quorum at a meeting of the shareholders shall be attained, no matter how many persons are actually in attendance when, at least fifteen (15) minutes after the time set for the meeting, the shareholders representing a majority of the votes are in attendance, in person or represented by proxy. Where a quorum is attained at the opening of a meeting of the shareholders, the shareholders attending the meeting in person or represented by proxy may proceed with the business of the meeting notwithstanding the fact that the quorum is not maintained throughout the entire meeting.
 
108.   Adjournment. A shareholder attending a meeting in person or represented by proxy and constituting a quorum for the purposes of adjourning a meeting may adjourn any meeting of the shareholders.
 
109.   Chairperson and secretary. The meetings of the shareholders shall be chaired by the President of the Corporation or, failing him, by any Vice-President. The Secretary of the Corporation shall be as the secretary at meetings of the shareholders. In the absence of these persons, the shareholders attending the meeting shall designate any person to act as chairperson or secretary of the meeting. It shall not be necessary to appoint a chairperson and a secretary in the event of an adjournment.
 
110.   Procedure. The chairperson of a meeting of the shareholders shall be responsible for the proper conduct of the meeting, shall submit to the shareholders the proposals which must be put to a vote and shall establish reasonable and impartial rules of procedure to be followed.
 
111.   Resolutions in lieu of meetings. Resolutions in writing, signed by all the shareholders entitled to vote on these resolutions at meetings of the shareholders, shall be as valid as if they had been made at these meetings. A copy of these resolutions shall be kept within the minutes of these meetings. However, it shall not be possible to decide by way of written resolutions where a director submits a written statement pursuant to subsection 110(2) of the Act in which he gives the reasons for his resignation or for his opposition to his removal or to his replacement or where an auditor submits a written statement pursuant to subsection 168(5) of the Act in which he gives the reasons for his resignation

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    or for his opposition to his removal, to his replacement or to the decision not to appoint an auditor.
 
112.   Meeting by technical means. Any person entitled to attend a meeting of shareholders may participate in the meeting, by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting, which is deemed to be held in Canada. The Secretary of the meeting shall keep minutes of such meetings and record the results of any vote therein. The statement by the chairperson and by the secretary of a meeting so held is valid unless proven otherwise. In case of an interruption in the communication with one or more shareholders, the meeting shall remain valid, if a quorum is maintained. The directors or the shareholders may call a meeting of the shareholders to be held entirely by way of a telephone, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other.
 
E.   RIGHT OF SHAREHOLDERS TO VOTE
 
113.   General rule. Each shareholder shall be entitled to as many votes as he has shares which carry a right to vote at meetings of the shareholders. Such right is acknowledged to shareholders whose name appear on the shares register on the date of the notice of the meeting or, failing that, at the time of close of business on the eve of the date of notice, or, if no notice is given, on the date of the meeting.
 
114.   Appointment of a proxy holder. Every shareholder of the Corporation, including a legal person that is not a subsidiary of the Corporation, entitled to vote at a meeting of shareholders of the Corporation may, by proxy, appoint a proxy holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
 
115.   Form of proxy. A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
(Name of Company)
The undersigned, being a shareholder of the above named Corporation, hereby appoints                                                             , or, failing that person,                                         , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the            day of                     ,           , and at any adjournment of that meeting.
Signed this            day of                     ,      .
                                                                                
Signature of shareholder.

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116.   Votes to govern. All questions at a meeting or presented at a meeting of shareholders shall be decided by a majority of the votes cast thereon. In case of equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.
 
117.   Show of hands. Any question submitted to a meeting of the shareholders shall be decided by a vote by a show of hands, unless a ballot is requested or unless the chairperson of the meeting prescribes another voting procedure. Proxyholders may vote by a show of hands unless they have received contrary instructions. At any meeting, a statement by the chairperson of the meeting to the effect that a resolution has been made or defeated unanimously or by a particular majority shall constitute conclusive evidence thereof without it being necessary to prove the number or the percentage of votes cast in favour of, or against, the proposal.
 
118.   Ballots. Voting at a meeting of the shareholders shall be by ballot where a shareholder or a proxyholder entitled to vote at the meeting so requests. Each shareholder or proxyholder shall deliver to the scrutineer of the meeting a ballot on which he has written his name, that of the shareholder or those of the shareholders which he represents by proxy, as the case may be, the number of votes which he is entitled to cast and the manner in which he shall be casting those votes. A vote by ballot may be requested before or after any vote by a show of hands. Such request may also be withdrawn before the ballot is taken. A vote by ballot shall take precedence over a vote by a show of hands.
 
F.   AUDITOR OR ACCOUNTANT
 
119.   Appointment of an auditor. The shareholders, by way of an ordinary resolution in the course of the organizational proceedings of the Corporation or, at the first annual meeting of the shareholders after its incorporation and at each subsequent annual meeting, may appoint an auditor to serve until the close of the next annual meeting or the making of resolutions in its place. Failing the appointment of an auditor at a meeting, the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement. The shareholders may also appoint more than one auditor.
 
120.   Remuneration of auditor. The directors shall fix the remuneration of the auditor or of the auditors.
 
121.   Professional accountant. If the shareholders of the Corporation decide not to appoint an auditor by way of a resolution passed unanimously, including those not otherwise entitled to vote, the directors may appoint a professional accountant to prepare the financial statements of the Corporation and to discharge such other duties as they may determine, until the end of the first or the next annual meeting of the shareholders or the passing of resolutions in lieu of it. The directors shall fix the remuneration of the professional accountant without having to pass a resolution to this end and they shall fill any vacancy which may occur in the position of professional accountant.

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PART III   CORPORATION WITH THE SAME DIRECTOR AND SHAREHOLDER
§1.   GENERALITIES
 
122.   Application. This part applies where the sole director is also the sole shareholder.
 
123.   Resolutions. Resolutions in writing signed by the sole director are valid as decisions of the Board of Directors and those resolutions signed by the same person acting as sole director and shareholder in both capacities are valid without the necessity of separate resolutions of the sole director and the sole shareholder.
 
§2.   MANAGEMENT OF THE CORPORATION
 
A.   SOLE DIRECTOR
 
124.   Composition of the Board of Directors. The Board of Directors shall be made up of one (1) director.
 
125.   Qualifications. The sole director must qualify as a director and not be an individual who is not a resident Canadian, under eighteen (18) years of age, of an unsound mind and has been so found by a Court of law in Canada or elsewhere, or an individual who has the status of bankrupt or a person who has been barred by a Court of law from holding such an office.
 
126.   Acceptance of office. The sole director may accept his office expressly by signing an Acceptance of Office form to this end. Furthermore, his acceptance may be made tacitly and, in such a case, it may be inferred from his actions or inaction.
 
127.   Term of office. The sole director shall hold office for a term of one (1) year or until his successor of his replacement shall have been appointed or elected. The sole director shall remain in office as long as he is qualified, and his office shall not end until his successor or replacement is appointed or elected.
 
128.   End of term of office. The term of office of the sole director of the Corporation shall end in the event of his death, of his resignation, ipso facto if he no longer qualifies as a director or in the event he becomes a non resident Canadian.
 
129.   Powers. The sole director shall exercise all the powers of the Corporation and act simultaneously in this capacity as director and as sole shareholder in all decisions and actions on behalf of the Corporation.
 
130.   Banking. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the sole director who may designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.

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131.   Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the sole director alone or by officers, agents or representatives he has authorized in writing and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality.
 
132.   Remuneration and expenses. The sole director may fix his own remuneration without having to make a resolution to this end. The sole director may take advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office.
 
133.   Conflict of interest. The sole director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to a material contract or to a proposed material contract with the Corporation is deemed to have disclosed his interest in the manner provided by the Act.
 
134.   By-laws. The sole director, by way of resolution in writing, may make, amend or repeal any by-law governing the business and the affairs of the Corporation acting in his dual capacity as sole director and shareholder.
 
B.   OFFICERS
 
135.   Appointment and cumulative duties. The sole director shall hold the office of President of the Corporation and any other office which he so decides. He may also create any other office and appoint thereto qualified persons, to represent the Corporation and to discharge the duties which he determines.
 
136.   Term of office. The term of office of the officers appointed by the sole director of the Corporation shall begin with their acceptance of the office and such acceptance may be inferred from their actions, from their acts or from their deeds. Their term of office shall continue until their successors or their replacements shall have been appointed by the sole director.
 
137.   Remuneration. The sole director shall fix the remuneration of the officers of the Corporation without having to make a resolution to this end.
 
138.   Powers. The sole director shall determine the powers of the other officers of the Corporation. The sole director may delegate to them all his powers except the reserved powers. The officers shall have the powers inherent in the Act or which normally relate to their office.
 
139.   Conflict of interest. Any officer, other than the sole director, shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare or disclose any conflict of interest to the sole director.

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140.   Resignation. Any officer may resign from office by forwarding a letter of resignation to the sole director of the Corporation. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at any later date specified therein. The resignation of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation. The resignation shall not relieve the officer of the obligation of paying any debt owing by him to the Corporation before his resignation became effective.
 
141.   Removal from office. The sole director may remove from office any officer of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer may only take place subject to the provisions of any existing employment contract between him and the Corporation.
 
C.   FINANCIAL AFFAIRS
 
142.   Financial year. The date of the end of the financial year of the Corporation shall be determined by the sole director.
 
143.   Appointment of an auditor. The sole shareholder, by way of a resolution in writing, may appoint or decide not to appoint an auditor to serve until the next resolutions in lieu of an annual meeting of the shareholders.
 
144.   Removal of an auditor. The auditor may be removed at any time by the sole shareholder of the Corporation by way of a resolution in writing.
 
145.   Professional accountant. The sole director and shareholder, acting in both capacities, may decide not to appoint an auditor and instead to appoint a professional accountant to prepare the financial statements of the Corporation and to discharge such other duties as the sole director may determine until the next resolutions in lieu of an annual meeting of the shareholders. The sole director shall also fix the remuneration of the professional accountant without having to make a resolution to this end and he shall fill any vacancy which may occur in the position of the professional accountant.
 
§3.   SOLE SHAREHOLDER
 
A.   SHARES AND DIVIDENDS
 
146.   Allotment and issue of shares. The sole director shall have absolute power over the share capital of the Corporation, and, in particular, by way of resolution, he may accept subscriptions for shares, allot or issue shares of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as he sees fit.
 
147.   Share certificates. The sole shareholder is entitled to a share certificate representing the shares of each class he holds in the Corporation. Such certificate shall be in the form approved by the sole director as evidenced by his signature on the certificate.

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148.   Dividends. Subject to it being established that the Corporation is or will be able to discharge its liabilities when due and that the realizable value of its assets will not be less than the aggregate sum of its liabilities and of its stated capital, the sole director may declare and pay dividends to the sole shareholder according to his rights and to his interests in the Corporation.
 
B.   RESOLUTIONS OF THE SOLE SHAREHOLDER
 
149.   Powers. The sole shareholder shall exercise by himself all the powers which the Act expressly reserves for the shareholders by making resolutions of the sole shareholder. A copy of these resolutions shall be kept in the Corporate Records Book.
 
150.   Annual and other resolutions. The sole director and shareholder may act in both capacities to pass any resolutions and in particular to proceed with the organizational proceedings and annual resolutions without having to distinguish between the resolutions of the sole director or the sole shareholder.
By-law Number 1 passed this Sept. 30, 2009.
         
     
  /s/ Pierre Brochu, Secretary    
  President and/or Secretary   
  Pierre Brochu, Secretary  
 

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BY-LAW NUMBER 2
being the
GENERAL BORROWING BY-LAW OF
7251637 CANADA INC.
The following general borrowing by-law of the Corporation, also referred to as By-law Number 2, which authorizes the directors to borrow money upon the credit of the Corporation, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Canada Business Corporations Act.
1.   In addition to the powers conferred on the directors by the articles and without restricting the generality of the powers conferred on the directors by section 189 of the Canada Business Corporations Act, the directors, if they see fit, and without having to obtain the authorization of the shareholders, may:
  (a)   borrow money upon the credit of the Corporation;
 
  (b)   issue, reissue, sell or give in guarantee the debt obligations of the Corporation;
 
  (c)   guarantee in the name of the Corporation the execution of the obligation of another person; and
 
  (d)   grant a hypothec or a mortgage, even a floating hypothec or mortgage, on all property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation.
2.   No provision shall limit or restrict the borrowing power of the Corporation on bills of change or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
 
3.   The directors, by way of resolution, may delegate the powers conferred on them by paragraph 1 above to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Corporation.
 
4.   The powers hereby conferred are deemed to be supplementary to, and not in substitution of, any borrowing powers possessed by the directors or by the officers of the Corporation independent of a borrowing by-law.
By-law Number 2, passed this Sept. 30, 2009
         
     
  /s/ Pierre Brochu, Secretary    
  President and/or Secretary   
  Pierre Brochu, Secretary  
     

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BY-LAW NUMBER 3
being the
BANKING BY-LAW OF
7251637 CANADA INC.
The following banking by-law, also referred to as By-law Number 3, has been passed by a resolution of the directors and confirmed by a resolution of the shareholders, in accordance with the Canada Business Corporations Act.
1.   The directors of the Corporation shall be authorized to borrow money from a bank or from a financial institution upon the credit of the Corporation, for the required amounts and by way of overdraft loan or otherwise without the consent of the shareholder(s).
 
2.   All promissory notes or other negotiable instruments, including partial or complete renewals covering such loans as well as the agreed-upon interest accruing therefrom, given to the said bank or financial institution and signed in the name of the Corporation by the officers of the Corporation authorized to sign such negotiable instruments shall be binding on the Corporation.
 
3.   All contracts, deeds, documents, concession and other guarantees reasonably required by said bank or financial institution or by its legal advisers, for one of the purposes stated above, shall be executed, completed, and delivered by the duly authorized officers of the Corporation.
 
4.   The present by-law shall remain in force until another by-law repealing it has been confirmed by the shareholders and until a copy thereof has been delivered to the said bank or financial institution.
By-law Number 3, passed this September 30, 2009.
         
     
  /s/ Pierre Brochu    
  President and/or Secretary   
     
 

EX-4.24 30 y83788exv4w24.htm EX-4.24 exv4w24
Exhibit 4.24
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
by and among
Cascades Inc.
and the Guarantors party hereto
and
Banc of America Securities LLC
Scotia Capital (USA) Inc.
As representatives of the several Initial Purchasers
December 3, 2009

 

 

REGISTRATION RIGHTS AGREEMENT
     This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2009, by and among Cascades Inc., a corporation organized under the laws of the Province of Quebec (the “Company”), the subsidiaries of the Company listed on the signature pages hereof as “Guarantors” (the “Guarantors”), and Banc of America Securities LLC and Scotia Capital (USA) Inc., as representatives of the several initial purchasers of the US$ Notes (as defined in the Purchase Agreement) in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 73/4% Senior Notes due 2017 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
     This Agreement is made pursuant to the Purchase Agreement, dated November 18, 2009 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities (as defined below) to the extent provided herein, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.
     The parties hereby agree as follows:
     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
     Additional Interest: As defined in Section 5 hereof.
     Advice: As defined in Section 6(c) hereof.
     Broker-Dealer: Any broker or dealer registered under the Exchange Act.
     Business Day: Each day which is not a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City or Montreal.
     Closing Date: The date of this Agreement.
     Commission: The Securities and Exchange Commission.
     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the

 

 

aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.
     Exchange Act: The Securities Exchange Act of 1934, as amended.
     Exchange Date: As defined in Section 3(a) hereof.
     Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities who are not prohibited by law from participating in such offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.
     Exchange Securities: The 73/4% Senior Notes due 2017, of the same series under the Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.
     FINRA: Financial Industry Regulatory Authority, Inc.
     Holders: As defined in Section 2(b) hereof.
     Indemnified Holder: As defined in Section 8(a) hereof.
     Indenture: The indenture, dated as of December 3, 2009, by and among the Company, the Guarantors and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.
     Initial Purchasers: As defined in the preamble hereto.
     Initial Placement: The issuance and sale by the Company of the Securities to the Initial Purchasers pursuant to the Purchase Agreement.
     Initial Securities: The Securities issued and sold by the Company to the Initial Purchasers pursuant to the Purchase Agreement on the Closing Date.
     Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

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     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
     Registration Default: As defined in Section 5 hereof.
     Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
     Rule 144: Rule 144 under the Securities Act.
     Securities: As defined in the preamble hereto.
     Securities Act: The Securities Act of 1933, as amended.
     Shelf Filing Deadline: As defined in Section 4(a) hereof.
     Shelf Registration Statement: As defined in Section 4(a) hereof.
     Transfer Restricted Securities: The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged (or have become eligible for exchange but not so exchanged) or disposed of pursuant to such Registration Statement and (ii) the date on which such Securities cease to be outstanding.
     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.
     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
          SECTION 2. Securities Subject to this Agreement.
     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

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          SECTION 3. Registered Exchange Offer.
     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause to be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, use its commercially reasonable efforts to commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities (which term, for purposes of this Section 3(b), shall include any securities to be issued in exchange for securities of the same series that have been issued under the Indenture after the date hereof) or any other debt securities to be issued in exchange for debt securities of the same series that have been issued by the Company without registration under the Securities Act after the date hereof shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than August 30, 2010 (such date being 270 days after the Closing Date) (the “Exchange Date”).
     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement

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may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.
     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) the date on which all Broker-Dealers have disposed of all Exchange Securities held by them.
     The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
          SECTION 4. Shelf Registration.
     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy, (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date: (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer or (B) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates, the Company and the Guarantors shall:
     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 90th day after the date such obligation arises but no earlier than August 30, 2010 (such date being the 270th day after the Closing Date)(such date being the “Shelf Filing Deadline”), which

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Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
     (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day)(the “Shelf Effectiveness Date”).
     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are no longer outstanding); provided, however, that the Company may notify the Holders of its suspension of any Shelf Registration Statement (and, upon receipt of such notice, the Holders shall not be authorized by the Company to resell and shall not resell Securities covered by the Shelf Registration Statement during such period of suspension) if the Board of Directors of the Company determines in good faith that there is a valid business purpose for the suspension (all such periods of suspension may not exceed 90 days during any 365-day period), and such suspensions shall not give rise to any right to receive Additional Interest pursuant to Section 5 hereof.
     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
     SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the Shelf Effectiveness Date or (iv) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iv), a

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“Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum. At the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.
          SECTION 6. Registration Procedures.
     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company.
     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply

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with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.
     (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the Guarantors shall:
     (i) use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof (subject to the Company’s right to suspend the effectiveness thereof as provided in Section 4(a)), as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;
     (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof (subject to the Company’s right to suspend the effectiveness thereof as provided in Section 4(a)), as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been exchanged or sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
     (iii) in the case of any Shelf Registration Statement only, advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to

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confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
     (iv) in the case of any Shelf Registration Statement only, furnish without charge to Banc of America Securities LLC and Scotia Capital (USA) Inc., each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;
     (v) [Reserved]
     (vi) in the case of a Shelf Registration Statement only (and then only in an Underwritten Offering), if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Shelf Registration Statement or Prospectus, pursuant to a

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supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
     (vii) in the case of a Shelf Registration Statement only, furnish to Banc of America Securities LLC and Scotia Capital (USA) Inc., each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference), but only to the extent that such documents are not freely available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system;
     (viii) in the case of a Shelf Registration Statement only, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request, but only if such Prospectus or preliminary prospectus is not freely available on the Commission’s EDGAR system; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
     (ix) in the case of any Shelf Registration Statement used in connection with an Underwritten Registration, the Company, if requested by the Holders of a majority in aggregate principal amount of Securities covered thereby, shall cooperate with the underwriters in a manner customary for underwritten offerings generally and shall cause (i) its counsel to deliver an opinion in a form customary in connection with the preparation of a Shelf Registration Statement addressed to such Holders and the managing underwriters and reasonably acceptable to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement; (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities; and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten

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offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.
     (x) in the case of a Shelf Registration Statement only, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;
     (xi) in the case of a Shelf Registration Statement only, shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for cancellation;
     (xii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);
     (xiii) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;
     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading (it being agreed that the Initial Purchasers, the Holders of Transfer

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Restricted Securities and any Broker-Dealer or underwriter participating in the distribution of Transfer Restricted Securities shall suspend the use of any such Prospectus until such time as the requisite changes to the Prospectus have been made);
     (xv) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;
     (xvi) in the case of a Shelf Registration Statement only, cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;
     (xvii) in the case of a Shelf Registration Statement only, otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement;
     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and
     (xix) [Reserved]
     (xx) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, to the extent that such documents are not freely available on the Commission’s EDGAR system.
     Each Holder (and any underwriter or Broker-Dealer that may participate in the distribution of Transfer Restricted Securities pursuant to a Shelf Registration Statement) agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will

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forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of the Shelf Registration Statement set forth in Section 4 hereof, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by the Shelf Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.
     SECTION 7. Registration Expenses.
     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).
     Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.
     (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer

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Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.
          SECTION 8. Indemnification.
     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.
     In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except to the extent that it or they have been materially prejudiced thereby. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors; provided, however, that the Company and the Guarantors shall have the right to assume the defense of any action or proceeding unless the Indemnified Holders shall have reasonably concluded that a conflict may arise between the positions of the Company and the Guarantors, on the one hand, and the Indemnified Holders, on the other hand. The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general

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allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder subject to such action or proceeding, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.
     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.
     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total net proceeds to the Company and the Guarantors from the Initial Placement), or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be

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determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.
     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.
     (d) In the event that the Company and the Guarantors enter into an underwriting agreement with respect to the distribution of Securities pursuant to a Shelf Registration Statement, then the indemnification provisions of this Section 8 with respect to such Securities shall be superseded by the indemnification provisions of such underwriting agreement and shall have no further force or effect with respect to such Securities after the date of such underwriting agreement.
          SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act; provided, however, that the Company and the Guarantors shall not be required to provide any such information to the extent that such information is freely available on the Commission’s EDGAR system.

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          SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
          SECTION 11. Underwritten Shelf Offerings; Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Holders shall not be entitled to sell their Securities in an underwritten offering if the aggregate principal amount to be sold in such offering is less than $75,000,000.
          SECTION 12. Miscellaneous.
     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.
     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.
     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.
     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities

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(excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.
     (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
     (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
     (ii) if to the Company:
Cascades Inc.
404 Marie-Victorin Blvd.
Kingsey Falls, QC J0A 1B0
Facsimile: (819) 363-5127
Attention: Robert F. Hall
with a copy to:
Jones Day
222 East 41st Street
New York, New York 10017
Facsimile: (212) 755-7306
Attention: J. Eric Maki, Esq.
     (iii) All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.
     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and

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without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.
     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.
     (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
         
  CASCADES INC.
 		  
  By:   /s/ Robert F. Hall    
    Name:   Robert F. Hall   
    Title:   Vice President, Legal Affairs and Corporate Secretary   
 
  Guarantors:

CASCADES PAPERBOARD INTERNATIONAL INC.
CASCADES CANADA INC.
CASCADES FINE PAPERS GROUP INC.
CASCADES TRANSPORT INC.
CONFERENCE CUP LTD.
DOPACO, INC.
DOPACO CANADA, INC.
GARVEN INCORPORATED
KINGSEY FALLS INVESTMENTS INC.
RABOTAGE LEMAY INC.
SCIERIE LEMAY INC.
6265642 CANADA INC.
7251637 CANADA INC.
CASCADES TENDERCO INC.
CASCADES AUBURN FIBER INC.
CASCADES DELAWARE LLC
CASCADES SPG 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 — 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 TISSUE GROUP — MARYLAND LLC
CASCADES USA INC.
W.H. SMITH PAPER CORPORATION
CASCADES ENERGY INITIATIVE INC.
CASCADES BOXBOARD U.S., INC.
CASCADES BOXBOARD GROUP — CONNECTICUT LLC
CASCADES ENVIROPAC HPM LLC
DOPACO LIMITED PARTNERSHIP
DOPACO PACIFIC LLC
NORAMPAC DELAWARE LLC
NORAMPAC THOMPSON INC.
NORAMPAC FINANCE US INC.
NORAMPAC HOLDING US INC.
NORAMPAC LEOMINSTER INC.
NORMAPAC NEW YORK CITY INC.
NORAMPAC SCHENECTADY INC.
NORAMPAC INDUSTRIES INC.
NORAMPAC EXPORT SALES CORP.
     as Guarantors,  		  
         
  By:   /s/ Robert F. Hall    
    Name:   Robert F. Hall   
    Title:   Authorized Officer   

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     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Each acting as the Representatives of
the several Initial Purchasers
By: Banc of America Securities LLC
         
     
  By:   /s/ William Pegler    
    William Pegler
Director 		  
       
 
By: Scotia Capital (USA) Inc.
         
     
  By:   /s/ Paul McKeown      
    Paul McKeown
Director		  
       
 

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EX-4.25 31 y83788exv4w25.htm EX-4.25 exv4w25
Exhibit 4.25
REGISTRATION RIGHTS AGREEMENT
by and among
Cascades Inc.
and the Guarantors party hereto
and
Banc of America Securities LLC
December 23, 2009

 

 

REGISTRATION RIGHTS AGREEMENT
     This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2009, by and among Cascades Inc., a corporation organized under the laws of the Province of Quebec (the “Company”), the subsidiaries of the Company listed on the signature pages hereof as “Guarantors” (the “Guarantors”), and Banc of America Securities LLC as the initial purchaser ( “Initial Purchaser”), each of whom has agreed to purchase the Company’s 7⅞% Senior Notes due 2020 (the “Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
     This Agreement is made pursuant to the Purchase Agreement, dated December 9, 2009 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities (as defined below) to the extent provided herein, including the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(f) of the Purchase Agreement.
     The parties hereby agree as follows:
     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
     Additional Interest: As defined in Section 5 hereof.
     Advice: As defined in Section 6(c) hereof.
     Broker-Dealer: Any broker or dealer registered under the Exchange Act.
     Business Day: Each day which is not a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City or Montreal.
     Closing Date: The date of this Agreement.
     Commission: The Securities and Exchange Commission.
     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

 

 

     Exchange Act: The Securities Exchange Act of 1934, as amended.
     Exchange Date: As defined in Section 3(a) hereof.
     Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities who are not prohibited by law from participating in such offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.
     Exchange Securities: The 7⅞% Senior Notes due 2020, of the same series under the Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.
     FINRA: Financial Industry Regulatory Authority, Inc.
     Holders: As defined in Section 2(b) hereof.
     Indemnified Holder: As defined in Section 8(a) hereof.
     Indenture: The indenture, dated as of December 23, 2009, by and among the Company, the Guarantors and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.
     Initial Purchaser: As defined in the preamble hereto.
     Initial Placement: The issuance and sale by the Company of the Securities to the Initial Purchaser pursuant to the Purchase Agreement.
     Initial Securities: The Securities issued and sold by the Company to the Initial Purchaser pursuant to the Purchase Agreement on the Closing Date.
     Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.
     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
     Registration Default: As defined in Section 5 hereof.

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     Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
     Rule 144: Rule 144 under the Securities Act.
     Securities: As defined in the preamble hereto.
     Securities Act: The Securities Act of 1933, as amended.
     Shelf Filing Deadline: As defined in Section 4(a) hereof.
     Shelf Registration Statement: As defined in Section 4(a) hereof.
     Transfer Restricted Securities: The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged (or have become eligible for exchange but not so exchanged) or disposed of pursuant to such Registration Statement and (ii) the date on which such Securities cease to be outstanding.
     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.
     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
          SECTION 2. Securities Subject to this Agreement.
     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.
          SECTION 3. Registered Exchange Offer.
     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause to be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective, (iii) in

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connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, use its commercially reasonable efforts to commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities (which term, for purposes of this Section 3(b), shall include any securities to be issued in exchange for securities of the same series that have been issued under the Indenture after the date hereof) or any other debt securities to be issued in exchange for debt securities of the same series that have been issued by the Company without registration under the Securities Act after the date hereof shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than September 19, 2010 (such date being 270 days after the Closing Date) (the “Exchange Date”).
     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

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     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) the date on which all Broker-Dealers have disposed of all Exchange Securities held by them.
     The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
          SECTION 4. Shelf Registration.
     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy, (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date: (A) the Initial Purchaser requests from the Company with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer or (B) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates, the Company and the Guarantors shall:
     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 90th day after the date such obligation arises but no earlier than September 19, 2010 (such date being the 270th day after the Closing Date)(such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
     (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day)(the “Shelf Effectiveness Date”).

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     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are no longer outstanding); provided, however, that the Company may notify the Holders of its suspension of any Shelf Registration Statement (and, upon receipt of such notice, the Holders shall not be authorized by the Company to resell and shall not resell Securities covered by the Shelf Registration Statement during such period of suspension) if the Board of Directors of the Company determines in good faith that there is a valid business purpose for the suspension (all such periods of suspension may not exceed 90 days during any 365-day period), and such suspensions shall not give rise to any right to receive Additional Interest pursuant to Section 5 hereof.
     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
     SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the Shelf Effectiveness Date or (iv) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum. At the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different

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Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.
          SECTION 6. Registration Procedures.
     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company.
     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

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     (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the Guarantors shall:
     (i) use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof (subject to the Company’s right to suspend the effectiveness thereof as provided in Section 4(a)), as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;
     (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof (subject to the Company’s right to suspend the effectiveness thereof as provided in Section 4(a)), as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been exchanged or sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
     (iii) in the case of any Shelf Registration Statement only, advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale

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in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
     (iv) in the case of any Shelf Registration Statement only, furnish without charge to Banc of America Securities LLC, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;
     (v) [Reserved]
     (vi) in the case of a Shelf Registration Statement only (and then only in an Underwritten Offering), if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or

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post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
     (vii) in the case of a Shelf Registration Statement only, furnish to Banc of America Securities LLC, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference), but only to the extent that such documents are not freely available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system;
     (viii) in the case of a Shelf Registration Statement only, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request, but only if such Prospectus or preliminary prospectus is not freely available on the Commission’s EDGAR system; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
     (ix) in the case of any Shelf Registration Statement used in connection with an Underwritten Registration, the Company, if requested by the Holders of a majority in aggregate principal amount of Securities covered thereby, shall cooperate with the underwriters in a manner customary for underwritten offerings generally and shall cause (i) its counsel to deliver an opinion in a form customary in connection with the preparation of a Shelf Registration Statement addressed to such Holders and the managing underwriters and reasonably acceptable to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement; (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities; and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.
     (x) in the case of a Shelf Registration Statement only, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and

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do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;
     (xi) in the case of a Shelf Registration Statement only, shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for cancellation;
     (xii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);
     (xiii) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;
     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading (it being agreed that the Initial Purchaser, the Holders of Transfer Restricted Securities and any Broker-Dealer or underwriter participating in the distribution of Transfer Restricted Securities shall suspend the use of any such Prospectus until such time as the requisite changes to the Prospectus have been made);
     (xv) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with certificates for such Securities which are in a form eligible for deposit

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with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;
     (xvi) in the case of a Shelf Registration Statement only, cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;
     (xvii) in the case of a Shelf Registration Statement only, otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement;
     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and
     (xix) [Reserved]
     (xx) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, to the extent that such documents are not freely available on the Commission’s EDGAR system.
     Each Holder (and any underwriter or Broker-Dealer that may participate in the distribution of Transfer Restricted Securities pursuant to a Shelf Registration Statement) agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Com pany’s expense) all copies, other than permanent file copies then in such Holder’s possession, of

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the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of the Shelf Registration Statement set forth in Section 4 hereof, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by the Shelf Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.
          SECTION 7. Registration Expenses.
     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).
     Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.
     (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

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          SECTION 8. Indemnification.
     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.
     In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except to the extent that it or they have been materially prejudiced thereby. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors; provided, however, that the Company and the Guarantors shall have the right to assume the defense of any action or proceeding unless the Indemnified Holders shall have reasonably concluded that a conflict may arise between the positions of the Company and the Guarantors, on the one hand, and the Indemnified Holders, on the other hand. The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified

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Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder subject to such action or proceeding, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.
     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.
     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total net proceeds to the Company and the Guarantors from the Initial Placement), or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed

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to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.
     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.
     (d) In the event that the Company and the Guarantors enter into an underwriting agreement with respect to the distribution of Securities pursuant to a Shelf Registration Statement, then the indemnification provisions of this Section 8 with respect to such Securities shall be superseded by the indemnification provisions of such underwriting agreement and shall have no further force or effect with respect to such Securities after the date of such underwriting agreement.
          SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act; provided, however, that the Company and the Guarantors shall not be required to provide any such information to the extent that such information is freely available on the Commission’s EDGAR system.
          SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting

-16-

 

agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
          SECTION 11. Underwritten Shelf Offerings; Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Holders shall not be entitled to sell their Securities in an underwritten offering if the aggregate principal amount to be sold in such offering is less than $75,000,000.
          SECTION 12. Miscellaneous.
     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.
     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.
     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.
     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority

-17-

 

of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.
     (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
     (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
     (ii) if to the Company:
Cascades Inc.
404 Marie-Victorin Blvd.
Kingsey Falls, QC J0A 1B0
Facsimile: (819) 363-5127
Attention: Robert F. Hall
     with a copy to:
Jones Day
222 East 41st Street
New York, New York 10017
Facsimile: (212) 755-7306
Attention: J. Eric Maki, Esq.
     (iii) All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.
     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

-18-

 

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.
     (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

-19-

 

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
     
 
   CASCADES INC.
         
     
  By:   /s/ Robert F. Hall    
    Name:   Robert F. Hall   
    Title:   Vice President, Legal Affairs and
Corporate Secretary 		  
 
     
 
   Guarantors:
 
    
 
   CASCADES PAPERBOARD INTERNATIONAL INC.
 
   CASCADES CANADA INC.
 
   CASCADES FINE PAPERS GROUP INC.
 
   CASCADES TRANSPORT INC.
 
   CONFERENCE CUP LTD.
 
   DOPACO, INC.
 
   DOPACO CANADA, INC.
 
   GARVEN INCORPORATED
 
   KINGSEY FALLS INVESTMENTS INC.
 
   RABOTAGE LEMAY INC.
 
   SCIERIE LEMAY INC.
 
   6265642 CANADA INC.
 
   7251637 CANADA INC.
 
   CASCADES TENDERCO INC.
 
   CASCADES AUBURN FIBER INC.
 
   CASCADES DELAWARE LLC
 
   CASCADES SPG 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 - 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.

-20-

 

     
 
   CASCADES TISSUE GROUP - SALES INC.
 
   CASCADES TISSUE GROUP - TENNESSEE INC.
 
   CASCADES TISSUE GROUP - WISCONSIN INC.
 
   CASCADES TISSUE GROUP - MARYLAND LLC
 
   CASCADES USA INC.
 
   W.H. SMITH PAPER CORPORATION
 
   CASCADES ENERGY INITIATIVE INC.
 
   CASCADES BOXBOARD U.S., INC.
 
   CASCADES BOXBOARD GROUP - CONNECTICUT LLC
 
   CASCADES ENVIROPAC HPM LLC
 
   DOPACO LIMITED PARTNERSHIP
 
   DOPACO PACIFIC LLC
 
   NORAMPAC DELAWARE LLC
 
   NORAMPAC THOMPSON INC.
 
   NORAMPAC FINANCE US INC.
 
   NORAMPAC HOLDING US INC.
 
   NORAMPAC LEOMINSTER INC.
 
   NORMAPAC NEW YORK CITY INC.
 
   NORAMPAC SCHENECTADY INC.
 
   NORAMPAC INDUSTRIES INC.
 
   NORAMPAC EXPORT SALES CORP.
as Guarantors,
         
     
  By:   /s/ Robert F. Hall    
    Name:   Robert F. Hall   
    Title:   Authorized Officer   

-21-

 

         
     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:
Banc of America Securities LLC
By: Banc of America Securities LLC
         
   
  By:   /s/ William H. Pegler, Jr.    
    William H. Pegler, Jr.   
    Director   
 

-22-

EX-5.1 32 y83788exv5w1.htm EX-5.1 exv5w1
Exhibit 5.1
April 21, 2010
Cascades Inc.
404 Marie-Victoria Blvd.
Kingsey Falls, Quebec,
Canada J0A 1B0
  Re:   U.S. $500,000,000 aggregate principal amount of 73/4% Senior
Notes due 2017 and U.S. $250,000,000 aggregate principal
amount of 77/8% Senior Notes due 2020 of Cascades Inc.          
Ladies and Gentlemen:
     We have acted as U.S. counsel to Cascades Inc., a Quebec corporation (the “Company”), in connection with the issuance and exchange (the “Exchange Offer”) of up to (i) U.S. $500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017 (the “2017 Exchange Notes”) for an equal principal amount of the Company’s 73/4% Senior Notes due 2017 outstanding on the date hereof (the “Original 2017 Notes”), to be issued pursuant to the Indenture, dated as of December 3, 2009 (as amended or supplemented, the “2017 Indenture”), by and among the Company, as issuer, the Company’s subsidiaries listed on Annex A hereto (the “Covered Subsidiary Guarantors”) and Annex B hereto (the “Other Subsidiary Guarantors”) and The Bank of Nova Scotia Trust Company, as trustee (the “Trustee”), and (ii) U.S. $250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (the “2020 Exchange Notes,” and together with the 2017 Exchange Notes, the “Exchange Notes”) for an equal principal amount of the Company’s 77/8% Senior Notes due 2020 outstanding on the date hereof (and together with the Original 2017 Notes, the “Original Notes”), to be issued pursuant to the Indenture, dated as of December 23, 2009 (as amended or supplemented and together with the 2017 Indenture, the “Indentures”), by and among the Company, as issuer, the Covered Subsidiary Guarantors, the Other Subsidiary Guarantors, (the Other Subsidiary Guarantors and the Covered Subsidiary Guarantors are collectively referred to as the “Subsidiary Guarantors”) and the Trustee. The Original Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.
     In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based upon the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

 

 

Cascades Inc.
April 21, 2010
Page 2
  1.   when the Registration Statement on Form F-4, (the “Registration Statement”), relating to the Exchange Offer has become effective under the Securities Act of 1933 and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indentures and delivered in accordance with the terms of the Exchange Offer in exchange for the Original Notes, the Exchange Notes will constitute valid and binding obligations of the Company,
 
  2.   when the Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) of each Covered Guarantor, are executed by such Covered Guarantors and delivered in accordance with the Exchange Offer in exchange for the Subsidiary Guarantees of the Original Notes (collectively, the “Outstanding Guarantees”) of such Covered Guarantor, the Exchange Guarantees of each Covered Guarantor will constitute valid and binding obligations of such Covered Guarantor, and
 
  3.   when the Exchange Guarantees of each Other Guarantor are executed by such Other Guarantors and delivered in accordance with the Exchange Offer in exchange for Outstanding Guarantees of such Other Guarantor, the Exchange Guarantee of each Other Guarantor, will constitute a valid and binding obligation of such Other Guarantor.
     The opinions set forth above are subject to the following limitations, qualifications and assumptions:
     For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered each Indenture and that each Indenture is the valid, binding and enforceable obligation of the Trustee.
     For purposes of our opinion set forth in paragraph 3 with respect to the Exchange Guarantees of the Other Guarantors, we have assumed that (a) each Other Guarantor is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority, obtained all requisite organizational, third-party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform its Exchange Guarantee, (b) such execution, delivery and performance did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties, and (c) the Exchange Guarantee of each Other Guarantor has been duly executed by such Other Guarantor and constitutes a valid and binding obligation of such Other Guarantor under the laws of its jurisdiction of organization.
     The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public

 

 

Cascades Inc.
April 21, 2010
Page 3
policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
     For purposes of our opinions insofar they relate to the Subsidiary Guarantors, we have assumed that the obligations of each of the Subsidiary Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Subsidiary Guarantor and will benefit the respective Subsidiary Guarantor, directly or indirectly.
     The opinions expressed herein are limited to the laws of the State of New York, the laws of the Commonwealth of Pennsylvania and the General Corporation Law of the State of Delaware, including all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction on the opinions expressed herein.
     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,

/s/ Jones Day

 

 

ANNEX A
     
    State or Other Jurisdiction of
Name of Covered Guarantor   Incorporation or Organization
Cascades Auburn Fiber Inc.
  Delaware
Cascades Boxboard Group – Connecticut LLC
  Delaware
Cascades Boxboard U.S., Inc.
  Delaware
Cascades Delaware LLC
  Delaware
Cascades Energy Initiative Inc.
  Delaware
Cascades Enviropac HPM LLC
  Delaware
Cascades Fine Papers Group (USA) Inc.
  New York
Cascades Plastics Inc.
  Delaware
Cascades SPG Sales Inc.
  Delaware
Cascades Tissue Group – Arizona Inc.
  Delaware
Cascades Tissue Group – Maryland LLC
  Delaware
Cascades Tissue Group – New York Inc.
  Delaware
Cascades Tissue Group – Oregon Inc.
  Delaware
Cascades Tissue Group – Pennsylvania Inc.
  Delaware
Cascades Tissue Group – Sales Inc.
  Delaware
Cascades Tissue Group – Tennessee Inc.
  Delaware
Cascades Tissue Group – Wisconsin Inc.
  Delaware
Cascades USA Inc.
  Delaware
Dopaco, Inc.
  Pennsylvania
Dopaco Limited Partnership
  Delaware
Dopaco Pacific LLC
  Delaware
Norampac Delaware LLC
  Delaware
Norampac Finance US Inc.
  Delaware
Norampac Holding US Inc.
  Delaware
Norampac Industries Inc.
  New York
Norampac New York City Inc.
  New York
Norampac Schenectady Inc.
  New York
W.H. Smith Paper Corporation
  New York

 

 

ANNEX B
     
    State or Other Jurisdiction of
Name of Other Guarantor   Incorporation or Organization
Cascades Canada Inc.
  Canada
Cascades Fine Papers Group Inc.
  Canada
Cascades Moulded Pulp, Inc.
  North Carolina
Cascades Paperboard International Inc.
  Canada
Cascades Tissue Group – IFC Disposables Inc.
  Tennessee
Cascades Tissue Group – North Carolina Inc.
  North Carolina
Cascades Tenderco Inc.
  Canada
Cascades Transport Inc.
  Canada
Conference Cup Ltd.
  Ontario, Canada
Dopaco Canada, Inc.
  Canada
Garven Incorporated
  Ontario, Canada
Kingsey Falls Investments Inc.
  Canada
Norampac Export Sales Corp.
  Nevada
Norampac New England Inc.
  Massachusetts
7251637 Canada Inc.
  Canada

 

EX-5.2 33 y83788exv5w2.htm EX-5.2 exv5w2
[LETTERHEAD OF FRASIER MILNER CASGRAIN LLP]
Exhibit 5.2
April 21, 2010
Cascades Inc.
404 Marie-Victoria Blvd.
Kingsey Falls, Quebec,
Canada J0A 1B0
Dear Sirs:
Re:   US$500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017, and US$250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020
We have acted as Canadian counsel to Cascades Inc., (the “Company”) as well as its Canadian subsidiaries listed in Schedule A attached hereto (the “Canadian Subsidiaries”), in connection with the offer to exchange (the “Exchange Offer”) up to (i) US$500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017, and (ii) US$250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (collectively, the “Exchange Notes”) that have been registered under the Securities Act of 1933, for an equal principal amount of the Company’s (i) 73/4% Senior Notes due 2017 and (ii)  77/8% Senior Notes due 2020 (collectively, the “Private Notes”) respectively issued under trust indentures dated as of December 3, 2009 and December 23, 2009 (the “Indentures”), among the Company, the Subsidiary Guarantors (as hereafter defined) and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). The Private Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by certain US and Canadian Subsidiaries of the Company (the “Subsidiary Guarantors”).
For the purposes of these opinions, we have examined originals and copies, certified or otherwise identified to our satisfaction of such records, certificates, resolutions, instruments, documents and papers, including corporate records, instruments and certificates of public officials, and the certificates of officers, representatives of the Company and the Canadian Subsidiaries and have made such examinations and investigations of law, as we have considered necessary or desirable as the basis for the opinions hereinafter expressed.
Our opinions herein are restricted to the laws of the Provinces of Ontario and Quebec and the federal laws of Canada applicable herein.

 

 

Page 2
Based upon the foregoing and subject to qualifications hereinafter expressed, we are of the opinion that:
1.   Each of the Company and the Canadian Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.
 
2.   The Exchange Notes have been duly authorized by all necessary corporate action on the part of the Company and when the Registration Statement on Form F-4 relating to the Exchange Offer (the “Registration Statement”) has become effective under the Securities Act of 1933 and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indentures and delivered in accordance with the terms of the Exchange Offer in exchange for the Private Notes, the Exchange Notes will have been validly executed, issued and delivered by the Company.
 
3.   The Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) of the Canadian Subsidiaries have been duly authorized by all necessary corporate action on the part of each Canadian Subsidiary, and when the Registration Statement on Form F-4 relating to the Exchange Offer has become effective under the Securities Act of 1933 and the Exchange Guarantees of the Canadian Subsidiaries are delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantees of the Canadian Subsidiaries of the Private Notes, the Exchange Guarantees of the Canadian Subsidiaries will have been validly executed, issued and delivered.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the references to us in the section “Description of Notes — Enforceability of Judgments” and under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Subject to all of the limitations, qualifications and assumptions set forth herein, Jones Day is hereby authorized to rely on this opinion letter in connection with its opinion letter filed as Exhibit 5.1 of the Registration Statement.
Very truly yours,
/s/ Fraser Milner Casgrain llp

 

 

Page 3
SCHEDULE A
     
Subsidiaries   Jurisdiction of Incorporation
7251637 Canada Inc.
  Canada
Cascades Paperboard International Inc.
  Canada
Cascades Canada Inc.
  Canada
Cascades Fine Papers Group Inc.
  Canada
Cascades Transport Inc.
  Canada
Conference Cup Ltd.
  Ontario
Dopaco Canada, Inc.
  Canada
Garven Incorporated
  Ontario
Kingsey Falls Investments Inc.
  Canada
Cascades Tenderco Inc.
  Canada

 

EX-5.3 34 y83788exv5w3.htm EX-5.3 exv5w3
[LETTERHEAD OF MANNING, FULTON & SKINNER, P.A.]
Exhibit 5.3
     
 
  Manning Fulton & Skinner PA
 
  3605 Glenwood Avenue
 
  Glenwood Plaza, Suite 500
 
  Raleigh, NC 27612-3970
 
    
 
  P. O. Box 20389
 
  Raleigh, NC 27619-0389
 
    
 
  Samuel T. Oliver, Jr.
 
  Phone: 919.787.8880
 
  Fax: 919.325.4620
 
  Oliver@ManningFulton.com
April 21, 2010
Cascades Inc.
404 Marie-Victoria Blvd.
Kingsey Falls, Quebec,
Canada J0A 1B0
Re:   U.S.$500,000,000 Aggregate Principal Amount 73/4% Senior Notes Due 2017 And U.S. $250,000,000 Aggregate Principal Amount 77/8% Senior Notes Due 2020 of Cascades Inc.; Our File 16997-G31548
 
Ladies and Gentlemen:
     We have acted as special North Carolina counsel to Cascades Moulded Pulp, Inc. and Cascades Tissue Group — North Carolina Inc., each North Carolina corporations (the “North Carolina Guarantors”), each subsidiaries of Cascades Inc. (the “Company”), in connection with the offer to exchange (the “Exchange Offer”) up to U.S. $500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017 and up to U.S. $250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 73/4% Senior Notes due 2017 and 77/8% Senior Notes due 2017, respectively outstanding on the date hereof (the “Private Notes”), to be issued pursuant to the Indentures, under which the Private Notes were issued (the “Indentures”), as amended as of this date, by and among the Company, as issuer, and the Subsidiary Guarantors named therein, as subsidiary guarantors and The Bank of Nova Scotia Trust Company of New York, as trustee. The Private Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Company’s U.S. and Canadian subsidiaries (the “Subsidiary Guarantors”).
     As such counsel, we have reviewed the following documents:
  1.   A certified copy of the Articles of Incorporation, as amended, for both Cascades Moulded and Cascades Tissue;

 

 

         
Cascades Inc.   Page 2   April 21, 2010
  2.   A certificate of existence dated April 14, 2010, issued by the North Carolina Secretary of State for both Cascades Moulded and Cascades Tissue;
 
  3.   The corporate bylaws for both Cascades Moulded and Cascades Tissue (“Bylaws”);
 
  4.   Resolutions by the Boards of Directors of both Cascades Moulded and Cascades Tissue; and
 
  5.   Certificate dated December 3, 2009, issued by the corporate secretary of both Cascades Moulded and Cascades Tissue a copy of which is attached hereto (the “Certificate”).
     In rendering this opinion, as to questions of fact material to this opinion, we have relied to the extent we have deemed such reliance appropriate, without investigation, on certificates and other communications from public officials and from officers of both Cascades Moulded and Cascades Tissue and on representations of both Cascades Moulded and Cascades Tissue set forth in the Certificates, and upon information, representations, warranties, certificates and letters we believe that we are justified in relying upon.
     We have further assumed that:
  (i)   All natural persons signing the Exchange Guarantees have sufficient legal capacity to enter into and perform their obligations under the Exchange Guarantees.
 
  (ii)   The genuineness of all signatures not witnessed by us and the conformity to originals and completeness of all documentation submitted to us as certified or photocopies.
     Based upon and subject to the foregoing and to the qualifications, limitations, exceptions and assumptions, if any, set forth herein, we are of the opinion that:
     1. Each of the North Carolina Guarantors is duly organized, validly existing and in good standing under the laws of North Carolina.
     2. The Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) of the North Carolina Guarantors have been duly authorized by all necessary corporate action on the part of each North Carolina Guarantors, and when the Registration Statement on Form F-4 and S-4 relating to the Exchange Offer (the “Registration Statement”) has become effective under the Securities Act of 1933 and the Exchange Guarantees of the North Carolina Guarantors are delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantees of the North Carolina Guarantors of the Private Notes, the Exchange Guarantees of the North Carolina Guarantors will have been validly executed, issued and delivered.

 

 

         
Cascades Inc.   Page 3   April 21, 2010
     The opinions expressed herein are limited to the federal laws of the United States of America and the laws of the State of North Carolina, as currently in effect.
     We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Subject to all of the limitations, qualification and assumptions set forth herein, Jones Day is hereby authorized to rely on this opinion letter in connection with its opinion letter filed as Exhibit 5.1 of the Registration Statement.
         
  Sincerely yours,

MANNING, FULTON & SKINNER, P.A.
 		  
  By:   /s/ Samuel T. Oliver, Jr.  
    Samuel T. Oliver, Jr.   
       
 
STOjr/mmc

 

EX-5.4 35 y83788exv5w4.htm EX-5.4 exv5w4
Exhibit 5.4
(BASS LOGO)
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
April 21, 2010
Cascades Inc.
404 Marie-Victoria Blvd.
Kingsey Falls, Quebec,
Canada J0A 1B0
Ladies and Gentlemen:
     We have acted as special Tennessee counsel to Cascades Tissue Group — IFC Disposables Inc., a Tennessee corporation (the “Tennessee Guarantor”) and a subsidiary of Cascades Inc. (the “Company”), in connection with the offers to exchange (the “Exchange Offers”) (i) up to U.S. $500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017 (the “2017 Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 73/4% Senior Notes due 2017 outstanding on the date hereof (the “2017 Private Notes”), to be issued pursuant to the Indenture, dated as of December 3, 2009 (the “2017 Notes Indenture”) by and among the Company, as issuer, the Subsidiary Guarantors named therein, as subsidiary guarantors, and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”); and (ii) up to U.S. $250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (the “2020 Exchange Notes”, and together with the 2017 Exchange Notes, the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 77/8% Senior Notes due 2020 outstanding on the date hereof (the “2020 Private Notes”, and together with the 2017 Private Notes, the “Private Notes”), to be issued pursuant to the Indenture, dated as of December 23, 2009 by and among the Company, as issuer, the Subsidiary Guarantors named therein, as subsidiary guarantors, and the Trustee (the “2020 Notes Indenture”, and together with the 2017 Notes Indenture, the “Indentures”). The Private Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Company’s U.S. and Canadian subsidiaries (the “Subsidiary Guarantors”). The terms used in this opinion that are defined in the Indentures shall have the same definitions when used herein, unless otherwise defined herein.
     In connection with this opinion, we have reviewed the Indentures. We have also reviewed such corporate documents and records of the Tennessee Guarantor, such certificates of public officials and such other matters as we have deemed necessary or appropriate for purposes of this opinion. As to various issues of fact, we have relied upon the representations and warranties of the Tennessee Guarantor contained in the Indentures and upon statements and a certificate of officers of the Tennessee Guarantor, without independent verification

 

 

or investigation. For purposes of the opinion on good standing of the Tennessee Guarantor, we have relied solely upon a good standing certificate of recent date.
     We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal capacity of all natural persons.
     Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
     1. The Tennessee Guarantor is a corporation validly existing and in good standing under the laws of the State of Tennessee.
     2. Each Subsidiary Guarantee of the Exchange Notes (each, an “Exchange Guarantee”) of the Tennessee Guarantor has been duly authorized by all necessary corporate action on the part of the Tennessee Guarantor, and when the Registration Statement on Form F-4 relating to the Exchange Offers (the “Registration Statement”) has become effective under the Securities Act of 1933 and each Exchange Guarantee of the Tennessee Guarantor is delivered in accordance with the terms of the Exchange Offer in exchange for each Subsidiary Guarantee of the Tennessee Guarantor of the Private Notes, each Exchange Guarantee of the Tennessee Guarantor will have been duly executed and delivered.
     We express no opinion herein other than as to the corporate laws of the State of Tennessee. Furthermore, our opinion expressed in Paragraph 2 as to due authorization is subject to the effect of bankruptcy, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer, insolvency (whether measured on a balance sheet, liquidity or other customary basis) or other similar laws affecting creditors of the Tennessee Guarantor.
     We note that the Tennessee Guarantor’s corporate records as to its initial incorporation and organization, the ownership of its shares and its operations from inception through May 1, 1997 can not be located. Because of the unavailability of such records, we have, in reliance upon the presumption of regularity, assumed that all corporate actions and proceedings during the period for which such records are missing were consistent with the opinions rendered herein.
     We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
     Our opinion is rendered as of the date hereof.

 

 

     A copy of this opinion may be delivered to Jones Day in connection with its opinion filed as Exhibit 5.1 to the Registration Statement and Jones Day may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof.
Very truly yours,
Bass, Berry & Sims PLC

 

EX-5.5 36 y83788exv5w5.htm EX-5.5 exv5w5
Exhibit 5.5
Goulston & Storrs — A Professional Corporation
400 Atlantic Avenue
Boston, Massachusetts 02110-3333
April 21, 2010
Cascades Inc.
404 Marie-Victorin Boulevard
Kingsey Falls, Quebec
Canada JOA 1BO
     Re:   US $500,000,000 Aggregate Principal Amount of 7-3/4% Senior Notes Due 2017 of Cascades Inc. and US $250,000,000 Aggregate Principal Amount of 7-7/8% Senior Notes Due 2020 of Cascades Inc.
Ladies and Gentlemen:
     We have acted as special Massachusetts counsel to Norampac New England Inc. (“NNEI”), a Massachusetts corporation and a direct or indirect, wholly-owned subsidiary of Cascades Inc., a Quebec corporation (“Cascades”), in connection with the offer to exchange (the “Exchange Offer”) up to US$500,000,000 aggregate principal amount of Cascades’s 7-3/4% Senior Notes due 2017 (the “New 2017 Notes”) for an equal principal amount of Cascades’s 7-3/4% Senior Notes due 2017 outstanding on the date hereof and up to $250,000,000 aggregate principal amount of Cascades’s 7-7/8% Senior Notes due 2020 (the “New 2020 Notes”) for an equal principal amount of Cascades’s 7-7/8% Senior Notes due 2020 outstanding on the date hereof, which New 2017 Notes are to be issued under the Indenture, dated as of December 3, 2009 (the “2017 Indenture”), among Cascades, as issuer, the Guarantors named therein, as subsidiary guarantors, and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), and which New 2020 Notes are to be issued under the Indenture, dated as of December 23, 2009 (the “2020 Indenture), among Cascades, as issuer, the Guarantors named therein, as subsidiary guarantors, and the Trustee.
     Our service as special counsel to NNEI is limited solely to the preparation of this opinion letter.
     We have examined the following documents (the “Documents”):
  (i)   the 2017 Indenture;
 
  (ii)   the 2020 Indenture;
 
  (iii)   the draft of the Registration Statement of Cascades and various of its affiliates on Form F-4 relating to the Exchange Offer, as proposed to be filed with the

 

 

Cascades Inc.
April 21, 2010
Page 2
 
      Securities and Exchange Commission on the date hereof (the “Registration Statement”);
 
  (iv)   the form of New 2017 Note(s) in global form with the Notation of Guarantee attached thereto;
 
  (v)   the form of New 2020 Note(s) in global form with the Notation of Guarantee attached thereto;
 
  (vi)   the guaranty by NNEI of the New 2017 Notes pursuant to Article 10 of the 2017 Indenture (the “New 2017 Guarantee”); and
 
  (vii)   the guaranty by NNEI of the New 2020 Notes pursuant to Article 10 of the 2020 Indenture (the “New 2020 Guarantee”).
     Except as otherwise may be noted herein, in rendering this opinion letter we have examined and relied solely upon the following, and we have made no other inquiry, investigation or documentary review whatsoever:
  (i)   the Documents;
 
  (ii)   the Secretary’s Certificate of NNEI, dated the date hereof (the “Secretary’s Certificate”), delivered to us on your behalf as to, among other things, the Articles of Organization of NNEI, the Bylaws of NNEI, and the resolutions adopted by the Board of Directors of NNEI authorizing the entering into, execution and delivery of the Documents to which NNEI is a party and the transactions contemplated thereby, which resolutions we understand and assume have been filed with the records of the meetings of such Board of Directors;
 
  (iii)   the Certificate of Good Standing of NNEI from the Secretary of State of Massachusetts, dated April 16, 2010, a copy of which has been furnished to you; and
 
  (iv)   the representations and warranties as to factual matters contained in the Documents, the Secretary’s Certificate and the Registration Statement.
     In addition, we have reviewed such provisions of the laws of the Commonwealth of Massachusetts, as applied by courts located in the Commonwealth of Massachusetts, as we have deemed necessary in order to express the opinions set forth below.
     Based solely on the foregoing, and subject to the limitations and qualifications set forth below, we are of the opinion that:

 

 

Cascades Inc.
April 21, 2010
Page 3
 
     1. NNEI is a corporation legally existing and in corporate good standing under the laws of the Commonwealth of Massachusetts.
     2. The New 2017 Guarantee and the New 2020 Guarantee have each been duly authorized by all necessary corporate action of NNEI.
     The opinions expressed herein are subject to the following limitations and qualifications:
     A. We have assumed (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the conformity to the original documents of all documents submitted to us as electronic, certified, facsimile or photostatic copies, (iv) the authenticity, accuracy and completeness of all documents submitted to us as originals or as copies of originals and (v) the Documents as executed and delivered are identical to the drafts thereof reviewed by us in all respects material to the opinions expressed herein. We have also assumed a fully executed counterpart of each Document (other than the Registration Statement) has been or will be physically delivered free from any escrow by or on behalf of NNEI to the other parties thereto or the appropriate holders of the Original Notes, as the case may be.
     B. This opinion letter is limited to the legal matters explicitly addressed herein and does not extend, by implication or otherwise, to any other matter. Without limiting the generality of the foregoing, no opinion is expressed herein with respect to, or the effect any of the following may have upon any opinion expressed in this opinion letter: (i) securities laws (including, without limitation, the anti-fraud provisions thereof), (ii) tax, labor or employment matters, including, without limitation, pension and employee benefit matters, (iii) anti-trust and unfair competition laws, and (iv) the accuracy, sufficiency or fairness of any statements, financial data or other information contained in the Registration Statement.
     C. The opinions expressed herein are limited to the existing laws of the Commonwealth of Massachusetts as applied by courts located in the Commonwealth of Massachusetts.
     We hereby consent to the filing of this opinion letter as Exhibit 5.5 to the Registration Statement and the reference to us under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
     All opinions expressed herein are as of the date hereof (unless otherwise stated). This opinion letter is furnished to you at the direction of NNEI and is exclusively for the purpose of satisfying the conditions to the completion of the Exchange Offer. Subject to all of the limitations, qualification and assumptions set forth herein, Jones Day is hereby authorized to rely

 

 

Cascades Inc.
April 21, 2010
Page 4
on this opinion letter in connection with its opinion letter filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Goulston & Storrs
 
— A Professional Corporation
TBB/HWW/JSW

 

EX-5.6 37 y83788exv5w6.htm EX-5.6 exv5w6
Exhibit 5.6
[LETTERHEAD OF BROWNSTEIN HYATT FARBER SCHRECK, LLP]
April 21, 2010
Cascades Inc.
404 Marie-Victorin Blvd.
P.O. Box 30
Kingsey Falls, Québec
Canada J0A 1B0
Ladies and Gentlemen:
     We have acted as special Nevada counsel to Cascades Inc., a company existing under the laws of the Province of Québec (the “Company”), and its subsidiary, Norampac Export Sales Corp., a Nevada corporation (the “Nevada Guarantor”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), of (i) $500,000,000 aggregate principal amount of the Company’s 73/4% Senior Notes due 2017 (the “2017 Exchange Notes”), to be issued in exchange for the Company’s outstanding 73/4% Senior Notes due 2017 (the “Original 2017 Notes”) issued pursuant to that certain Indenture, dated as of December 3, 2009 (the “2017 Notes Indenture”), by and among the Company, certain Canadian and U.S. subsidiaries of the Company party thereto, including the Nevada Guarantor (collectively, the “Subsidiary Guarantors”), and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), and the guarantees of the 2017 Exchange Notes by the Subsidiary Guarantors (the “2017 Exchange Note Guarantees”), and (ii) $250,000,000 aggregate principal amount of the Company’s 77/8% Senior Notes due 2020 (the “2020 Exchange Notes” and, together with the 2017 Exchange Notes, the “Exchange Notes”), to be issued in exchange for the Company’s outstanding 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”) issued pursuant to that certain Indenture, dated as of December 23, 2009 (the “2020 Notes Indenture” and, together with the 2017 Notes Indenture, the “Indentures”), by and among the Company, the Subsidiary Guarantors and the Trustee, and the guarantees of the 2020 Exchange Notes by the Subsidiary Guarantors (the “2020 Exchange Note Guarantees” and, together with the 2017 Exchange Note Guarantees, the “Exchange Guarantees”).
     In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Nevada Guarantor in connection with the authorization and issuance of the Exchange Guarantees, all as referenced in the Registration Statement. For purposes of this opinion letter, we have assumed all such proceedings will be timely completed in the manner presently proposed and the terms of such issuance will be in compliance with applicable laws.
     For purposes of rendering this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indentures, the Exchange Notes, the Exchange Guarantees, the Nevada Guarantor’s articles of incorporation and bylaws, each as amended to date, and such other documents, agreements, instruments and corporate records and proceedings as we have deemed necessary or appropriate. We have also

 

 

obtained from officers and other representatives and agents of the Company and the Nevada Guarantor and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.
     Without limiting the generality of the foregoing, in rendering this opinion letter, we have, with your permission, assumed without independent verification that (i) each document that we have reviewed has been duly and validly executed and delivered by each party thereto to the extent due execution and delivery are a prerequisite to the effectiveness thereof; (ii) the obligations of each party set forth in the documents we have reviewed are its valid and binding obligations, enforceable against such party in accordance with their respective terms; (iii) the statements of fact and representations and warranties set forth in the documents we have reviewed are true and correct; (iv) each natural person executing a document has sufficient legal capacity to do so; (v) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (vi) all corporate records made available to us by the Nevada Guarantor, and all public records we have reviewed, are accurate and complete.
     We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the effect of the general corporate laws of the State of Nevada and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to any orders, consents or other authorizations or approvals as may be required by any federal laws, rules or regulations, including any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
     Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:
     1. The Nevada Guarantor is validly existing as a corporation and in good standing under the laws of the State of Nevada.
     2. The Nevada Guarantor has duly authorized the Exchange Guarantees and, when the Registration Statement has become effective under the Act and the Exchange Notes have been duly executed, issued and delivered in exchange for the Original Notes, and when and to the extent the Exchange Guarantees are executed by an officer of the Nevada Guarantor and issued and delivered in accordance with the terms of the Indentures and the Exchange Notes and as described in the Registration Statement, the Exchange Guarantees will have been duly executed and delivered by the Nevada Guarantor.
     The opinions expressed herein are based upon the applicable Nevada laws in effect and the facts in existence as of the date of this opinion letter. In delivering this opinion letter to you, we assume no obligation, and we advise you that we shall make no effort, to update or supplement the opinions set forth herein, to conduct any inquiry into the continued accuracy of such opinions, or to apprise you of any facts, matters, transactions, events or occurrences taking place, and of which we may acquire knowledge, after the date of this opinion letter, or of any change in any applicable Nevada laws or any facts occurring after the date of this opinion letter, which may affect the opinions set forth herein. No opinions are offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

 

 

     We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP

 

EX-12.1 38 y83788exv12w1.htm EX-12.1 exv12w1
Exhibit 12.1
Cascades Inc.
Statement Re: Computation of Ratios
(dollars in millions)
                                         
    2005   2006   2007   2008   2009
     
Earnings
                                        
Income (loss) from operations before taxes
     (35 )     18       102       (110 )     65  
Plus fixed charges
     91       91       119       115       116  
Plus amortization of capitalized interest
     0       0       0       0       0  
     
Earnings
     56       110       222       6       182  
     
Fixed Charges:
                                        
Interest expense, including amortization of debt issue costs
     76       79       102       102       101  
Capitalized interests
     1       1       2       1       2  
Estimated interest factor of rental expense
     14       11       15       12       13  
     
Fixed Charges
     91       91       119       115       116  
     
Ratio of Earnings to Fixed Charges (1)
     0.62       1.20       1.86       0.05       1.56  
     
 
(1)   For purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income from continuing operations before income taxes, plus fixed charges. “Fixed charges” consist of interest expense, including amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest.

EX-21.1 39 y83788exv21w1.htm EX-21.1 exv21w1
Exhibit 21.1
Name and Jurisdiction of Subsidiaries
     
    State or Other Jurisdiction of
Name of Subsidiary   Incorporation or Organization
Blitz Insurance Inc.
  Barbados
Careo GmbH
  Germany
Careo Kft
  Hungary
Careo Ltd
  England
Careo LLC
  Russia
Careo S.A.S.
  France
Careo Spain S.L.
  Spain
Careo S.r.l.
  Italy
Careo s.r.o.
  Czech Republic
Careo SP z.o.o
  Poland
Cascades (Asia) Limited
  Hong Kong
Cascades S.A.S.
  France
Cascades Auburn Fiber Inc.
  Delaware
Cascades Boxboard Group – Connecticut LLC
  Delaware
Cascades Boxboard U.S., Inc.
  Delaware
Cascades Canada Inc.
  Canada
Cascades Delaware LLC
  Delaware
Cascades Energy Initiative Inc.
  Delaware
Cascades Enviropac HPM LLC
  Delaware
Cascades Djupafors AB
  Sweden
Cascades Duffel NV
  Belgium
Cascades Europe S.A.S.
  France
Cascades Fine Papers Group Inc.
  Canada
Cascades Fine Papers Group (USA) Inc.
  New York
Cascades Hungary Capital Management LLC
  Hungary
Cascades Moulded Pulp, Inc.
  North Carolina
Cascades Paperboard International Inc.
  Canada
Cascades Plastics Inc.
  Delaware
Cascades Rollpack S.A.S.
  France
Cascades Sainte-Marie S.A.S.
  France
Cascades SPG Sales Inc.
  Delaware
Cascades Tissue Group – Arizona Inc.
  Delaware
Cascades Tissue Group – IFC Disposables Inc.
  Tennessee
Cascades Tissue Group – Maryland LLC
  Delaware
Cascades Tissue Group – New York Inc.
  Delaware
Cascades Tissue Group – North Carolina Inc.
  North Carolina
Cascades Tissue Group – Oregon Inc.
  Delaware
Cascades Tissue Group – Pennsylvania Inc.
  Delaware
Cascades Tissue Group – Sales Inc.
  Delaware
Cascades Tissue Group – Tennessee Inc.
  Delaware
Cascades Tissue Group – Wisconsin Inc.
  Delaware
Cascades Luxembourg S.à r.l.
  Luxembourg
Cascades Tenderco Inc.
  Canada
Cascades Transport Inc.
  Canada
Cascades USA Inc.
  Delaware
Conference Cup Ltd.
  Ontario, Canada

 

 

     
    State or Other Jurisdiction of
Name of Subsidiary   Incorporation or Organization
Dopaco, Inc.
  Pennsylvania
Dopaco Canada, Inc.
  Canada
Dopaco Limited Partnership
  Delaware
Dopaco Pacific LLC
  Delaware
Garven Incorporated
  Ontario, Canada
Kingsey Falls Investments Inc.
  Canada
Metro Waste Paper Recovery Inc.
  Canada
Metro Waste Paper Recovery U.S., Inc.
  Delaware
Pulp & Paper Cascades NV
  Pays-Bas
Norampac Avot Vallée S.A.S.
  France
Norampac Delaware LLC
  Delaware
Norampac Export Sales Corp.
  Nevada
Norampac Finance US Inc.
  Delaware
Norampac Holding US Inc.
  Delaware
Norampac Industries Inc.
  New York
Norampac New England Inc.
  Massachusetts
Norampac New York City Inc.
  New York
Norampac Schenectady Inc.
  New York
Reno de Medici Deutschland GmbH
  Germany
W.H. Smith Paper Corporation
  New York
27102009 USA LLC
  Delaware
7251637 Canada Inc.
  Canada

- 2 -

EX-23.1 40 y83788exv23w1.htm EX-23.1 exv23w1
Exhibit 23.1
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of our report dated March 15, 2010 relating to the consolidated financial statements of Cascades Inc. (the “Company”) which appears as an Exhibit incorporated by reference in its Annual Report on Form 40-F for the year ended December 31, 2009. We also consent to the incorporation by reference in this Registration Statement on Form F-4 of our Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences dated March 15, 2010 which appears as an Exhibit incorporated by reference in its Annual Report on Form 40-F for the year ended December 31, 2009. We also consent to reference to us under the heading “Experts” in such Registration Statement.
Chartered Accountants
Montréal, Canada
April 22, 2010

EX-25.1 41 y83788exv25w1.htm EX-25.1 exv25w1
Exhibit 25.1
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (B) (2)
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
 
(Exact name of trustee as specified in its charter)
     
New York   13-5691211
     
(Jurisdiction of incorporation or organization   (I.R.S. employer
if not a U.S. national bank)   Identification number)
     
One Liberty Plaza    
New York, N.Y.   10006
     
(Address of principal   (Zip code)
executive office)    
N/A
 
Name, address and telephone number of agent for service
Cascades Inc.
 
(Exact name of obligor as specified in its charter)
Canada
 
(State or other jurisdiction of incorporation or organization)
N/A
 
(I.R.S. employer identification no.)
     
404 Marie-Victorin Blvd.    
Kingsey Falls, Quebec, Canada   J0A 1B0
     
(Address of principal executive offices)   (Postal Code)
7 3/4% Senior Notes due 2017
(under indenture dated December 3, 2009)
 
7 7/8% Senior Notes due 2020
(under indenture dated December 23, 2009)
 
(Title of the indenture securities)
 
 

 

 

-2-

Item 1.   General Information

Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Board of Governors of the Federal Reserve System
Washington, D.C.
State of New York Banking Department
State House, Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
                          The Trustee is authorized to exercise corporate trust powers.
Item 2.   Affiliation with the Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.
                          The obligor is not an affiliate of the Trustee.
Item 3   through Item 15. Not applicable.
Item 16.   List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.
Exhibit 1   —   Copy of the Organization Certificate of the Trustee as now in effect.
(Exhibit 1 to T-1 to Registration Statement No. 333-6688).
 
Exhibit 2   —   Copy of the Certificate of Authority of the Trustee to commerce business. (Exhibit 2 to T-1 to Registration Statement No. 333-6688).
 
Exhibit 3   —   None; authorization to exercise corporate trust powers is contained in the documents identified above as Exhibit 1 and 2.
 
Exhibit 4   —   Copy of the existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 333-6688).
 
Exhibit 5    —   Not applicable.
 
Exhibit 6   —   The consent of the Trustee required by Section 321 (b) of the Trust Indenture Act of 1939.(Exhibit 6 to T-1 to Registration Statement No. 333-27685).
 
Exhibit 7   —   Copy of the latest Report of Condition of the Trustee as of December 31, 2009

 

SIGNATURE
     Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 16h day of April, 2010.
         
  THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
 		  
  By:   /S/ John F. Neylan    
    John F. Neylan   
    Trust Officer   
 

 

 

The Bank of Nova Scotia Trust Company of New York
Legal Title of Bank
New York
City
             
New York
  10006    
State
   Zip Code    
FDIC Certificate Number /_/_/_/_/_/
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2009
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC-BALANCE SHEET
                                           
        Dollar Amounts in Thousands  
RCON
  
Bil
  
Mil
  
Thou
        
ASSETS                                    
  1.    
Cash and balances due from depository institutions (from Schedule RC-A):
                                    
       
a. Noninterest-bearing balances and currency and coin(1).
    0081                   715       1.a.  
       
b. Interest-bearing balances(2).
    0071           7       500       1.b.  
  2.    
Securities:
                                    
       
a. Held-to-maturity securities (from Schedule RC-B, column A).
    1754           7       265       2.a.  
       
b. Available-for-sale securities (from Schedule RC-B, column D).
    1773                   0       2.b.  
  3.    
Federal funds sold and securities purchased under agreement to resell
    1350                              
       
a. Federal Funds sold.
    B987                   0       3.a.  
       
b. Securities purchased under agreements to resell(3).
    B989                   0       3.b.  
  4.    
Loans and lease financing receivable (from Schedule RC-C):
                                    
       
a. Loans and leases held for sale.
    5369                   0       4.a.  
       
b. Loans and leases, net of unearned income.
    B528                           4.b.  
       
c. LESS: Allowance for loan and lease losses.
    3123                           4.c.  
       
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c).
    B529                   0       4.d.  
  5.    
Trading assets (from Schedule RC-D).
    3545                   0       5.  
  6.    
Premises and fixed assets (including capitalized leases).
    2145                   0       6.  
  7.    
Other real estate owned (from Schedule RC-M).
    2150                   0       7.  
  8.    
Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M).
    2130                   0       8.  
  9.    
Direct and indirect investments in real estate ventures.
    3656                   0       9.  
  10.    
Intangible assets:
                                    
       
a. Goodwill.
    3163                   0       10.a.  
       
b. Other intangible assets (from Schedule RC-M).
    0426                   0       10.b.  
  11.    
Other assets (from Schedule RC-F).
    2160                   370       11.  
  12.    
Total assets (sum of items 1 through 11).
    2170           15       850       12.  
 
(1)   Includes cash items in process of collection and unposted debits.
 
(2)   Includes time certificates of deposit not held for trading.
 
(3)   Includes all securities resale agreements, regardless of maturity.

 

 

SCHEDULE RC-CONTINUED
                                           
        Dollar Amounts in Thousands  
RCON
  
Bil
  
Mil
  
Thou
        
LIABILITIES                                    
  13.    
Deposits:
                                    
       
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E).
    2200                   0       13.a.  
       
(1) Noninterest-bearing(l).
    6631                           13.a. (1)
       
(2) Interest-bearing.
    6636                           13.a. (2)
       
b. Not applicable
                                    
  14.    
Federal funds purchased and securities sold under agreements to repurchase:
                                    
       
a. Federal Funds purchased(2).
    B993                   0       14.a.  
       
b. Securities sold under agreements to purchase(3).
    B995                   0       14.b.  
  15.    
Trading liabilities (from Schedule RC-D).
    3548                   0       15.  
  16.    
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)(from Schedule RC-M).
    3190                   0       16.  
  17.    
and 18. Not applicable
                                    
  19.    
Subordinated notes and debentures(4).
    3200                   0       19.  
  20.    
Other liabilities (from Schedule RC-G).
    2930                   669       20.  
  21.    
Total liabilities (sum of items 13 through 20).
    2948                   669       21.  
  22.    
Not applicable.
                                    
EQUITY CAPITAL                                    
       
Bank Equity Capital
                                    
  23.    
Perpetual preferred stock and related surplus.
    3838                   0       23.  
  24.    
Common stock.
    3230           1       000       24.  
  25.    
Surplus (exclude all surplus related to preferred stock).
    3839           10       030       25.  
  26.    
a. Retained earnings.
    3632           4       151       26.a.  
       
b. Accumulated other comprehensive income(5).
    B530                   0       26.b.  
       
c. Other equity capital components(6).
    A130                   0       26.c.  
  27.    
a. Total bank equity capital (sum of items 23 through 26.c).
    3210           15       181       27.a.  
       
b. Noncontrolling (minority) interests in consolidated subsidiaries.
    3000                   0       27.b.  
  28.    
Total equity capital (sum of items 27.a. and 27.b).
    G105           15       181       28.  
  29.    
Total liabilities and equity capital (sum of items 21 and 28).
    3300           15       850       29.  
Memoranda
To be reported with the March Report of Condition.
                     
            RCON   Number
1.    
Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed far the bank by independent external auditors as of any date during 2008.
    6724     M.1.
1  =  Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report an the bank
 
2  =  Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
 
3  =  Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

 

 

4  =  Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
 
5  =  Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
 
6  =  Review of the bank’s financial statements by external auditors
 
7  =  Compilation of the bank’s financial statements by external auditors
 
8  =  Other audit procedures (excluding tax preparation work)
 
9  =  No external audit work
                         
To be reported with the March Report of Condition.   RCON   MM   DD
 
2.      
Bank’s fiscal year-end date.
    6724         M.2.
(1)   Includes total demand deposits and noninterest-bearing time and savings deposits.
 
(2)   Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
 
(3)   Includes all securities repurchase agreements, regardless of maturity.
 
(4)   Includes limited-life preferred stock and related surplus.
 
(5)   Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.
 
(6)   Includes treasury stock and unearned Employee Stock Ownership Plans

 

EX-99.1 42 y83788exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
 
CASCADES INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
 
     
Up to US$500,000,000 Aggregate
Principal Amount of Newly Issued
73/4% Senior Notes due 2017 		  Up to US$250,000,000 Aggregate
Principal Amount of Newly Issued
77/8% Senior Notes due 2020
     
For   For
     
a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017
issued in December 2009 		  a Like Principal Amount of Outstanding
Restricted 77/8% Senior Notes due 2020
issued in December 2009
Deliver to:
 
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
 
THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
 
 
As set forth in the Prospectus, dated          , 2010 (the “Prospectus”) and in this corresponding Letter of Transmittal, this form or one substantially similar must be used to accept the offer of Cascades Inc. (the “Company”) to exchange its:
 
  •  73/4% Senior Notes due 2017 (the “New 2017 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding restricted 73/4% Senior Notes due 2017 (the “Original 2017 Notes”); and
 
  •  77/8% Senior Notes due 2020 (the “New 2020 Notes” and, together with the New 2017 Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of the Company’s outstanding restricted 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”).
 
Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus.
 
This form may be delivered by hand or transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.
 
         
By Registered or Certified Mail:   Facsimile Transmission Number:   By Hand/Overnight Delivery:
The Bank of Nova Scotia Trust Company of New York
Attn: Pat Keane
One Liberty Plaza
New York, New York 10006 		  (For Eligible Institutions Only)
(212) 225-5436 		  The Bank of Nova Scotia Trust
Company of New York
One Liberty Plaza
New York, New York 10006
    To Confirm by Telephone or for
Information, Call:
(212) 225-5427 		  Attention: Pat Keane
 
Please describe your Original Notes below.
 
                         
DESCRIPTION OF ORIGINAL NOTES
                  Aggregate
 		     
      Name(s) and
 		          Principal Amount of
 		     
Type
 		    Address(es) of
 		          Original Notes
 		    Principal Amount of
of
 		    Registered Holders(s)
 		    Certificate
 		    Represented By
 		    Original Notes
Note     (Please Complete, if Blank)     Number(s)     Certificate(s)     Tendered*
73/4% Senior Notes due 2017
                       
                         
                         
                         
                         
                         
                         
                  Subtotal      
                         
                  Total      
                         
77/8% Senior Notes due 2020
                       
                         
                         
                         
                         
                  Subtotal      
                         
                  Total      
                         
* You will be deemed to have tendered the entire principal amount of Original Notes of each series represented in the column labeled “Aggregate Principal Amount of Original Notes Represented by Certificate(s)” unless you indicate otherwise with respect to such series in the column labeled “Principal Amount of Original Notes Tendered.”
                         
 
If you need more space, list the certificate numbers and principal amount of Original Notes on a separate schedule, sign the schedule and attach it to this Letter of Transmittal.

 

 
Your delivery of this Letter of Transmittal will not be valid unless you deliver it to one of the addresses, or transmit it to the facsimile number, set forth above. Please carefully read this entire document, including the instructions, before completing this Letter of Transmittal. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO CASCADES INC.
 
By completing this Letter of Transmittal, you acknowledge that you have received our Prospectus dated          , 2010 and this Letter of Transmittal, which together constitute the “Exchange Offer.” This Letter of Transmittal and the Prospectus have been delivered to you in connection with the Company’s offer to exchange New 2017 Notes and New 2020 Notes for the Company’s outstanding restricted Original 2017 Notes and Original 2020 Notes, respectively.
 
The Company reserves the right, at any time or from time to time, to extend this Exchange Offer at its discretion, in which event the Expiration Date will mean the latest date to which the offer to exchange is extended.
 
This Letter of Transmittal is to be completed by a Holder (as defined below) of Original Notes if:
 
(1) the Holder is delivering certificates for Original Notes with this document; or
 
(2) the tender of certificates for Original Notes will be made by book-entry transfer to the account maintained by the Bank of Nova Scotia Trust Company of New York, the exchange agent, for the Original Notes and the Exchange Notes, at The Depository Trust Company (“DTC”) according to the procedures described in the Prospectus under the heading “The Exchange Offer — Procedures for Tendering Original Notes.” Please note that delivery of documents required by this Letter of Transmittal to DTC does not constitute delivery to the exchange agent.
 
A Holder may also tender its Original Notes by means of DTC’s Automated Tenders Over the Participant Terminal System (“ATOP”), subject to the terms and procedures of that system. If delivery is made through ATOP, the Holder must transmit an agent’s message to the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the Holder agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against the Holder.
 
You must tender your Original Notes according to the guaranteed delivery procedures described in this document and the Prospectus if:
 
(1) your Original Notes are not immediately available;
 
(2) you cannot deliver your Original Notes, this Letter of Transmittal and all required documents to the exchange agent on or before the Expiration Date; or
 
(3) you are unable to obtain confirmation of a book-entry tender of your Original Notes into the exchange agent’s account at DTC on or before the Expiration Date.
 
More complete information about guaranteed delivery procedures is contained in the Prospectus under the heading “The Exchange Offer — Procedures for Tendering Original Notes — Guaranteed Delivery Procedures.” You should also read Instruction 1 to determine whether or not this section applies to you.
 
As used in this Letter of Transmittal, the term “Holder” means (1) any person in whose name Original Notes are registered on the books of the Company, (2) any other person who has obtained a properly executed bond power from a registered holder or (3) any person in whose name Original Notes are held of record by DTC who desires to deliver such notes by book-entry transfer at DTC. If you are a Holder and decide to tender your Original Notes, you must complete this entire Letter of Transmittal.
 
You must follow the instructions in this Letter of Transmittal — please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.
 
o  CHECK HERE IF YOU HAVE ENCLOSED ORIGINAL NOTES WITH THIS LETTER OF TRANSMITTAL.
 
o  CHECK HERE IF YOU WILL BE TENDERING ORIGINAL NOTES BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC.


2

 

 
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM IS DEFINED BELOW):
 
  Name of Tendering Institution: 
 
  DTC Participant Number: 
 
  Account Number: 
 
  Transaction Code Number: 
 
o  CHECK HERE IF YOU ARE DELIVERING TENDERED ORIGINAL NOTES THROUGH A NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS LETTER OF TRANSMITTAL.
 
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:
 
  Name(s) of Registered Holder(s) of Original Notes: 
 
  Date of Execution of Notice of Guaranteed Delivery: 
 
  Window Ticket Number (if available): 
 
  Name of Institution that Guaranteed Delivery: 
 
  Account Number (if delivered by book-entry transfer): 


3

 

             
             
             
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) 		          SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
             
Complete this section ONLY if: (1) certificates for untendered Original Notes are to be issued in the name of someone other than you; (2) certificates for Exchange Notes issued in exchange for tendered and accepted Original Notes are to be issued in the name of someone other than you; or (3) Original Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the account designated above           Complete this section ONLY if certificates for untendered Original Notes, or Exchange Notes issued in exchange for tendered and accepted Original Notes are to be sent to someone other than you, or to you at an address other than the address shown above.
             
Issue Certificate(s) to:
          Mail and deliver Certificate(s) to:
             
Name ­ ­
         
Name­ ­
(Please Print)
          (Please Print)
             
Address­ ­
          Address­ ­
             
         
             
         
(Include Zip Code)
          (Include Zip Code)
             
         
(Taxpayer Identification or Social Security Number)
          (Taxpayer Identification or Social Security Number)
             
o  Credit unexchanged original notes delivered by book-entry transfer to the DTC account set forth below:
           
             
           
(DTC Account Number, if Applicable)
           
             
 
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)


4

 

 
Ladies and Gentlemen:
 
According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Original Notes indicated above. At the time these notes are accepted by the Company and exchanged for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. By executing this document, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:
 
  •  cause the Original Notes to be assigned, transferred and exchanged.
 
  •  deliver certificates for the Original Notes, or transfer ownership of the Original Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and
 
  •  present the Original Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms of the Exchange Offer. The power of attorney granted in this paragraph is irrevocable and coupled with an interest.
 
With respect to each series of Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes of such series that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes of such series. I represent and warrant that the Company will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions, other than restrictions on transfer, charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Company acquires them. I further represent that:
 
  •  any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;
 
  •  I have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to me;
 
  •  I am not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if I am an affiliate of the Company or its subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
  •  I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for my own account; and
 
  •  I am not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offer.
 
I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the Securities and Exchange Commission (“Commission”). These letters provide that the Exchange Notes issued in exchange for the Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder’s business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.
 
If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities (a “Participating Broker-Dealer”), I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and by delivering a prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act.
 
Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.
 
I understand that the Company will be deemed to have accepted validly tendered Original Notes when the Company gives oral or written notice of acceptance to the exchange agent and such acceptance will constitute performance in full by the


5

 

Company of its obligations under the registration rights agreement, except in the limited circumstances defined in such agreement.
 
If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, certificates for those unaccepted Original Notes will be returned to me without charge at the address shown below or at a different address if one is listed under “Special Delivery Instructions.” Any unaccepted Original Notes which had been tendered by book-entry transfer will be credited to an account at DTC as soon as reasonably possible after the Expiration Date.
 
All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.
 
I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading “The Exchange Offer — Procedures for Tendering Original Notes” and in the instructions included in this document constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.
 
Unless I have described other instructions in this Letter of Transmittal under the section “Special Issuance Instructions,” please issue the certificates representing Exchange Notes issued and accepted in exchange for my tendered and accepted Original Notes in my name, and issue any replacement certificates for Original Notes not tendered or not accepted for exchange in my name. Similarly, unless I have instructed otherwise under the section “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for tendered and accepted Original Notes and any certificates for Original Notes that were not tendered or not accepted for exchange, as well as any accompanying documents, to me at the address shown below my signature. If the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for my tendered and accepted Original Notes in the name(s) of, and/or return any Original Notes that were not tendered or accepted for exchange and send such certificates to, the person(s) so indicated. I understand that if the Company does not accept any of the tendered Original Notes for exchange, the Company has no obligation to transfer any Original Notes from the name of the registered Holder(s) according to my instructions in the “Special Issuance Instructions” and “Special Delivery Instructions” sections of this document.


6

 

 
PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
 
     
     
     
     
     
     
    (Date)
     
     
     
     
     
Signature(s) of Registered Holder(s) or
Authorized Signatory 		  (Date)
 
Area Code and Telephone Number(s): 
 
 
Tax Identification or Social Security Number(s): 
 
 
The above lines must be signed by the registered Holder(s) of Original Notes as their name(s) appear(s) on the certificate for the Original Notes or by person(s) authorized to become registered Holders(s) by a properly completed bond power from the registered Holder(s). A copy of the completed bond power must be delivered with this Letter of Transmittal. If any Original Notes tendered through this Letter of Transmittal are held of record by two or more joint Holders, then all such Holders must sign this Letter of Transmittal. If the signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (1) state his or her full title below and (2) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act on behalf of the Holder. See Instruction 4 for more information about completing this Letter of Transmittal.
 
Name(s): 
 
 
 
Capacity: 
 
 
 
Address: 
 
 
(Include Zip Code)
 
Signature(s) Guaranteed by an Eligible Institution, if required by Instruction 4:
 
 
(Title)
 
(Name of Firm)
 
Dated ­ ­, 2010


7

 

 
Please complete the Substitute Form W-9 below.
 
             
PAYOR’S NAME: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
SUBSTITUTE
FORM W-9

Department of Treasury
Internal Revenue Service

Payer’s Request for Taxpayer
Identification Number (“TIN”)
Certification 		    Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW:    

Social Security Number

OR

Employer Identification Number
             
      Part 2 — Certification — Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
             
      Part 3 — Awaiting TIN  o
             
Certification Instructions — You must cross out item (2) in the box above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.
Signature ­ ­
    Date ­ ­, 2010
             
 
NOTE:   IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO BACKUP WITHHOLDING OF 30% OF PAYMENTS MADE TO YOU UNDER THIS EXCHANGE OFFER. FOR MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
 
NOTE:   YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3.
 
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 30% of all reportable payments made to me thereafter will be withheld until I provide a number.
 
     
     
     
     
     
     
Signature
  Date


8

 

 
INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
 
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES.  The tendered Original Notes or a confirmation of book-entry delivery, as well as a properly completed and executed copy or facsimile of this Letter of Transmittal or an agent’s message through ATOP and any other required documents, must be received by the exchange agent at its address listed on the cover of this document before 9:00 a.m., New York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE, THE COMPANY RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR ORIGINAL NOTES TO THE COMPANY.
 
If you wish to tender your Original Notes, but:
 
(a) your Original Notes are not immediately available;
 
(b) you cannot deliver your Original Notes, this Letter of Transmittal and all required documents to the exchange agent before the Expiration Date; or
 
(c) you are unable to complete the book-entry tender procedure before the Expiration Date,
 
you must tender your Original Notes according to the guaranteed delivery procedure. A summary of this procedure follows, but you should read the section in the Prospectus titled “The Exchange Offer — Procedures for Tendering Original Notes — Guaranteed Delivery Procedures” for more complete information. As used in this Letter of Transmittal, an “Eligible Institution” is any participant in a Recognized Signature Guarantee Medallion Program within the meaning of Rule 17Ad-15 of the Exchange Act.
 
For a tender made through the guaranteed delivery procedure to be valid, the exchange agent must receive a properly completed and executed Notice of Guaranteed Delivery or a facsimile of that notice before the Expiration Date. The Notice of Guaranteed Delivery must be delivered by an Eligible Institution and must:
 
(a) state your name and address;
 
(b) list the certificate numbers and principal amounts of the Original Notes being tendered;
 
(c) state that tender of your Original Notes is being made through the Notice of Guaranteed Delivery; and
 
(d) guarantee that this Letter of Transmittal, or a facsimile of it, the certificates representing the Original Notes, or a confirmation of DTC book-entry transfer, and all other required documents will be deposited with the exchange agent by the Eligible Institution within three New York Stock Exchange trading days after the Expiration Date.
 
The exchange agent must receive your Original Notes certificates, or a confirmation of DTC book entry, in proper form for transfer, this Letter of Transmittal and all required documents within three New York Stock Exchange trading days after the Expiration Date or your tender will be invalid and may not be accepted for exchange.
 
The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Company’s interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.
 
The Company has the absolute right to reject any or all of the tendered Original Notes if:
 
(1) the Original Notes are not properly tendered; or
 
(2) in the opinion of counsel, the acceptance of those Original Notes would be unlawful.


9

 

The Company may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tender of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularities in the tender of Original Notes that is not waived by the Company must be cured within the period of time set by the Company.
 
It is your responsibility to identify and cure any defect or irregularities in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was irregular or defective, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. As soon as reasonably possible after the Expiration Date, the exchange agent will return to the Holder tendering any Original Notes that were invalidly tendered if the defect or irregularity has not been cured or waived.
 
2. TENDER BY HOLDER. You must be a Holder of Original Notes in order to participate in the Exchange Offer. If you are a beneficial holder of Original Notes who wishes to tender, but you are not the registered Holder, you must arrange with the registered Holder to execute and deliver this Letter of Transmittal on his, her or its behalf. Before completing and executing this Letter of Transmittal and delivering the registered Holder’s Original Notes, you must either make appropriate arrangements to register ownership of the Original Notes in your name or obtain a properly executed bond power from the registered Holder. The transfer of registered ownership of Original Notes may take a long period of time.
 
3. PARTIAL TENDERS. Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $1,000 on integral multiples of $1,000. If you are tendering less than the entire principal amount of Original Notes represented by a certificate, you should fill in the principal amount you are tendering in the third column of the box entitled “Description of Original Notes.” The entire principal amount of Original Notes listed on the certificate delivered to the exchange agent will be deemed to have been tendered unless you fill in the appropriate box. If the entire principal amount of all Original Notes is not tendered, a certificate will be issued for the principal amount of those untendered Original Notes not tendered.
 
Unless a different address is provided in the appropriate box on this Letter of Transmittal, certificate(s) representing Exchange Notes issued in exchange for any tendered and accepted Original Notes will be sent to the registered Holder at his or her registered address promptly after the Original Notes are accepted for exchange. In the case of Original Notes tendered by book-entry transfer, any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.
 
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.
 
  •  If you are the registered Holder of the Original Notes tendered with this document and are signing this Letter of Transmittal, your signature must match exactly with the name(s) written on the face of the Original Notes. There can be no alteration, enlargement or change in your signature in any manner. If certificates representing the Exchange Notes, or certificates issued to replace any Original Notes you have not tendered, are to be issued to you as the registered Holder, do not endorse any tendered Original Notes, and do not provide a separate bond power.
 
  •  If you are not the registered Holder, or if Exchange Note or any replacement Original Note certificates will be issued to someone other than you, you must either properly endorse the Original Notes you have tendered or deliver with this Letter of Transmittal a properly completed separate bond power. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.
 
  •  If you are signing this Letter of Transmittal but are not the registered Holder(s) of any Original Notes listed on this document under the heading “Description of Original Notes,” the Original Notes tendered must be endorsed or accompanied by appropriate bond powers, in each case signed in the name of the registered Holder(s) exactly as it appears on the Original Notes. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.
 
  •  If this Letter of Transmittal, any Original Notes tendered or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, that person must indicate their title or capacity when signing. Unless waived by the Company, evidence


10

 

  satisfactory to the Company of that person’s authority to act must be submitted with this Letter of Transmittal. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.
 
  •  All signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless one of the following situations apply:
 
  •  If this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes tendered with this Letter of Transmittal and such Holder(s) has not completed the box titled “Special Issuance Instructions” or the box titled “Special Delivery Instructions;” or
 
  •  If the Original Notes are tendered for the account of an Eligible Institution.
 
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If different from the name and address of the person signing this Letter of Transmittal, you should indicate, in the applicable box or boxes, the name and address where Original Notes issued in replacement for any untendered or tendered but unaccepted Original Notes should be issued or sent. If replacement Original Notes are to be issued in a different name, you must indicate the taxpayer identification or social security number of the person named.
 
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are signing this letter on behalf of a tendering Holder) if:
 
  •  certificates representing Exchange Notes or notes issued to replace any Original Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, a person other than the registered Holder;
 
  •  tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal; or
 
  •  a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.
 
Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.
 
7. FORM W-9. You must provide the exchange agent with a correct Taxpayer Identification Number (“TIN”) for the Holder on the enclosed Form W-9. If the Holder is an individual, the TIN is his or her social security number. If you do not provide the required information on the Form W-9, you may be subject to 30% Federal income tax withholding on certain payments made to the Holders of Exchange Notes. Certain Holders, such as corporations and certain foreign individuals, are not subject to these backup withholding and reporting requirements. For additional information, please read the enclosed Guidelines for Certification of TIN on Substitute Form W-9. To prove to the exchange agent that a foreign individual qualifies as an exempt Holder, the foreign individual must submit a Form W-8, signed under penalties of perjury, certifying as to that individual’s exempt status. You can obtain a Form W-8 from the exchange agent.
 
8. WAIVER OF CONDITIONS. The Company may choose, at any time and for any reason, to amend, waive or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading “The Exchange Offer — Procedures for Tendering Original Notes.”
 
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. If your Original Notes have been mutilated, lost, stolen or destroyed, you should contact the exchange agent at the address listed on the cover page of this document for further instructions.
 
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.


12

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE PAYER. — Social Security Numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
 
           
          Give the SOCIAL
For this type of account:   SECURITY number of—
1.
    An individual’s account   The individual
2.
    Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account(1)
3.
    Custodian account of a minor (Uniform Gift to Minors Act)   The minor(2)
4.
   
a. The usual revocable savings trust account (grantor is also trustee)
  The grantor-trustee(1)
     
b. So-called trust account that is not a legal or valid trust under State law
  The actual owner(1)
5.
    Sole proprietorship account   The owner(3)
           
           
           
 
           
For this type of account:   Give the EMPLOYER IDENTIFICATION number of—
6.
    A valid trust, estate, or pension trust   The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
7.
    Corporate account   The corporation
8.
    Religious, charitable or education organization account   The organization
9.
    Partnership   The partnership
10.
    Association, club or other tax exempt organization   The organization
11.
    A broker or registered nominee   The broker or nominee
12.
    Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments   The public entity
           
 
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
(2) Circle the minor’s name and furnish the minor’s Social Security Number.
(3) Show the name of the owner. You may also enter your business name. You may use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal trust, estate or pension trust.
 
NOTE:   If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.


13

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
OBTAINING A NUMBER
 
If you don’t have a Taxpayer Identification Number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
 
PAYEES EXEMPT FROM BACKUP WITHHOLDING
 
Payees specifically exempted from backup withholding on broker transactions include the following:
 
  •  A corporation.
 
  •  A financial institution.
 
  •  An organization exempt from tax under Section 501(a), an individual retirement plan, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
 
  •  The United States or any agency or instrumentality thereof.
 
  •  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
 
  •  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.
 
  •  An international organization or any agency or instrumentality thereof.
 
  •  A dealer in securities or commodities required to be registered in the United States, the District of Columbia, or a possession of the United States.
 
  •  A real estate investment trust.
 
  •  A futures commissions merchant registered with the Commodity Futures Trading Commission.
 
  •  A common trust fund operated by a bank under Section 584(a).
 
  •  An entity registered at all times under the Investment Company Act of 1940.
 
  •  A foreign central bank of issue.
 
  •  A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.
 
Payments of dividends not generally subject to backup withholding include the following:
 
  •  Payments to nonresident aliens subject to withholding under Section 1441.
 
  •  Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.
 
  •  Payments of patronage dividends where the amount received is not paid in money.
 
  •  Payments made by certain foreign organizations.
 
  •  Payments described in Section 404(k) made by an employee stock ownership plan.
 
Payments of interest not generally subject to backup withholding include the following:
 
  •  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct Taxpayer Identification Number to the payer.
 
  •  Payments of tax-exempt interest (including tax-exempt interest dividends under Section 852).
 
  •  Payments described in Section 6049(b)(5) to non-resident aliens.
 
  •  Payments on tax-free covenant bonds under Section 1451.
 
  •  Payments made by certain foreign organizations.
 
  •  Payments of mortgage interest to you.
 
Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
 
PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest or other payments to give Taxpayer Identification Numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend and certain other payments to a payee who does


14

 

not furnish a Taxpayer Identification Number to a payer. Certain penalties may also apply.
 
PENALTIES
 
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. — If you fail to furnish your Taxpayer Identification Number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
 
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
 
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE IRS.


15

EX-99.2 43 y83788exv99w2.htm EX-99.2 exv99w2
 
Exhibit 99.2
 
CASCADES INC.
NOTICE OF GUARANTEED DELIVERY
Relating to its Offer to Exchange
 
     
Up to US$500,000,000 Aggregate
Principal Amount of Newly Issued
73/4% Senior Notes due 2017 		  Up to US$250,000,000 Aggregate
Principal Amount of Newly Issued
77/8% Senior Notes due 2020
For   For
a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017
issued in December 2009 		  a Like Principal Amount of Outstanding
Restricted 77/8% Senior Notes due 2020
issued in December 2009
 
THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
 
 
This Notice of Guaranteed Delivery relates to the offer of Cascades Inc. (the “Company”) to exchange, upon the terms and subject to the conditions set forth in the Company’s prospectus, dated          , 2010 (the “Prospectus”) and in the corresponding letter of transmittal (the “Letter of Transmittal”), its:
 
  •  73/4% Senior Notes due 2017 (the “New 2017 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding restricted 73/4% Senior Notes due 2017 (the “Original 2017 Notes”); and
 
  •  77/8% Senior Notes due 2020 (the “New 2020 Notes” and, together with the New 2017 Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of the Company’s outstanding restricted 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”).
 
If the Original Notes, the Letter of Transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to 9:00 a.m., New York City time, on the Expiration Date (as defined in the Prospectus), then this form may be delivered by hand or (in the case of an Eligible Institution) transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.
 
Deliver to:
 
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
EXCHANGE AGENT
 
         
By Registered or Certified Mail:
  Facsimile Transmission Number:   By Hand/Overnight Delivery:
         
The Bank of Nova Scotia Trust   (For Eligible Institutions Only)   The Bank of Nova Scotia
Company of New York   (212) 225-5436   Trust Company of New York
Attn: Pat Keane       One Liberty Plaza
One Liberty Plaza       New York, New York 10006
New York, New York 10006        
    To Confirm by Telephone or for   Attention: Pat Keane
    Information, Call:    
    (212) 225-5427    
 
DELIVERY OF THIS NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
 
This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal to be used to tender Original Notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

 

Ladies and Gentlemen:
 
The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, Original Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal. The undersigned guarantees that within three New York Stock Exchange trading days after the Expiration Date, the Original Notes, in proper form for transfer, or book-entry confirmation, as the case may be, will be delivered together with a properly completed and duly executed Letter of Transmittal and any other required documents.
 
The undersigned understands that tenders of Original Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Original Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal Rights” section of the Prospectus.
 
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
 
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
 
Complete this section if you are tendering Original 73/4% Notes:
 
     
Certificate No(s). for Original 73/4% Notes (if available):
  Principal Amount of Original 73/4% Notes Represented by Certificates:
     
 
   
     
Principal Amount of Original 73/4% Notes Tendered:
  Signature(s):
     
 
   
     
Dated:
  If your Original 73/4% Notes will be delivered by book-entry transfer at The Depository Trust Company, Depository Account No.:
     
 
   
     
 
Complete this section if you are tendering Original 77/8% Notes:
 
     
     
Certificate No(s). for Original 77/8% Notes (if available):   Principal Amount of Original 77/8% Notes Represented by Certificates:
     
 
   
     
Principal Amount of Original 77/8% Notes Tendered:
  Signature(s):
     
 
   
     
Dated:
  If your Original 77/8% Notes will be delivered by book-entry transfer at The Depository Trust Company, Depository Account No.:
     
 
   
     


2

 

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appear on certificates of Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
 
Please print name(s) and address(es)
 
Name(s): 
 
 
Capacity: 
 
 
Address(es): 
 
 
Area Code and Telephone No.: 
 


3

 

 
GUARANTEE
 
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
 
The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), hereby:
 
(a) represents that the above named person(s) own(s) the Original Notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;
 
(b) represents that such tender of Original Notes complies with Rule 14e-4 under the Exchange Act; and
 
(c) guarantees that delivery to the exchange agent of certificates for the Original Notes to be tendered, in proper form for transfer (or confirmation of the book-entry transfer of such Original Notes into the exchange agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) Letter of Transmittal with any required signatures and any other required documents, will be received by the exchange agent at its address set forth above within three New York Stock Exchange trading days after the Expiration Date.
 
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND ORIGINAL NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
 
     
 
    
     
Name of Firm   Authorized Signature
 
    
     
Address   Title
 
    
     
     
 
Name: ­ ­
Zip Code   (Please Type or Print)
     
Area Code and Telephone No.: ­ ­
 
Dated: ­ ­
 
NOTE:   DO NOT SEND ORIGINAL NOTES WITH THIS FORM; ORIGINAL NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.


4

EX-99.3 44 y83788exv99w3.htm EX-99.3 exv99w3
 
Exhibit 99.3
 
CASCADES INC.
 
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
Relating to Cascades Inc.’s Offer to Exchange
 
     
Up to US$500,000,000 Aggregate   Up to US$250,000,000 Aggregate
Principal Amount of Newly Issued   Principal Amount of Newly Issued
73/4% Senior Notes due 2017   77/8% Senior Notes due 2020
     
For   For
     
a Like Principal Amount of Outstanding   a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017   Restricted 77/8% Senior Notes due 2020
issued in December 2009   issued in December 2009
 
 
THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
 
 
To Depository Trust Company Participants:
 
We are enclosing herewith the material listed below relating to the offer by Cascades Inc. (the “Company”) to exchange, upon the terms and subject to the conditions set forth in the prospectus and letter of transmittal enclosed herewith (which together constitute the “Exchange Offer”), its:
 
  •  73/4% Senior Notes due 2017 (the “New 2017 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding restricted 73/4% Senior Notes due 2017 (the “Original 2017 Notes”); and
 
  •  77/8% Senior Notes due 2020 (the “New 2020 Notes” and, together with the New 2017 Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of the Company’s outstanding restricted 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”).
 
Enclosed are copies of the following documents:
 
1. Prospectus, dated          , 2010;
 
2. Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines);
 
3. Notice of Guaranteed Delivery; and
 
4. Letter that may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.
 
We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.
 
The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.
 
Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that:
 
(i) any Exchange Notes that the holder will acquire in exchange for Original Notes will be acquired in the ordinary course of business of the holder;
 
(ii) the holder has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to the holder;
 
(iii) the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
(iv) the holder is not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for the holder’s own account; and
 
(v) the holder is not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offer.
 
If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, it will represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
The enclosed Letter to Clients contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations.
 
The Company will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original Notes to it, except as otherwise provided in Instruction 6 of the enclosed letter of transmittal.
 
Additional copies of the enclosed material may be obtained from the undersigned.
 
Very truly yours,
 
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK

EX-99.4 45 y83788exv99w4.htm EX-99.4 exv99w4
 
Exhibit 99.4
 
CASCADES INC.
OFFER TO EXCHANGE
 
     
Up to US$500,000,000 Aggregate
Principal Amount of Newly Issued
73/4% Senior Notes due 2017 		  Up to US$250,000,000 Aggregate
Principal Amount of Newly Issued
77/8% Senior Notes due 2020
For
  For
a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017
issued in December 2009
  a Like Principal Amount of Outstanding
Restricted 77/8% Senior Notes due 2020
issued in December 2009
 
THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
 
 
To Our Clients:
 
We are enclosing herewith a prospectus, dated          , 2010, of Cascades Inc. (the “Company”) and the accompanying letter of transmittal that together constitute the offer by the Company (the “Exchange Offer”) to exchange, upon the terms and subject to the conditions therein, its:
 
  •  73/4% Senior Notes due 2017 (the “New 2017 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding restricted 73/4% Senior Notes due 2017 (the “Original 2017 Notes”); and
 
  •  77/8% Senior Notes due 2020 (the “New 2020 Notes” and, together with the New 2017 Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of the Company’s outstanding restricted 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”).
 
The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.
 
We are the holder of record of Original Notes held by us for your own account. A tender of such Original Notes can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.
 
We request instructions as to whether you wish to tender any or all of the Original Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the letter of transmittal.
 
Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that:
 
(i) any Exchange Notes that the holder will acquire in exchange for Original Notes will be acquired in the ordinary course of business of the holder;
 
(ii) the holder has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to the holder;
 
(iii) the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
(iv) the holder is not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for the holder’s own account; and
 
(v) the holder is not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offer.

 

 
If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, it will represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf prior to the Expiration Date.


2

 

INSTRUCTION TO
BOOK ENTRY TRANSFER PARTICIPANT
 
To Participant of DTC:
 
The undersigned hereby acknowledges receipt of the prospectus, dated          , 2010 (the “Prospectus”) of Cascades Inc. (the “Company”), and the accompanying letter of transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange, upon the terms and subject to the conditions therein:
 
  •  73/4% Senior Notes due 2017 (the “New 2017 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding restricted 73/4% Senior Notes due 2017 (the “Original 2017 Notes”); and
 
  •  77/8% Senior Notes due 2020 (the “New 2020 Notes” and, together with the New 2017 Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of the Company’s outstanding restricted 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”).
 
Capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus.
 
This will instruct you, the DTC participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.
 
The aggregate face amount of the Original 2017 Notes held by you for the account of the undersigned is (fill in amount):
 
$     of the Original 2017 Notes.
 
The aggregate face amount of the Original 2020 Notes held by you for the account of the undersigned is (fill in amount):
 
$     of the Original 2020 Notes.
 
With respect to the Exchange Offer, we hereby instruct you (check appropriate statement):
 
A. o TO TENDER the following Original Notes held by you for our account (insert principal amount of Original Notes to be tendered in an integral multiple of $1,000):
 
$      of the Original 2017 Notes, and not to tender other outstanding Original 2017 Notes, if any, held by you for our account; and/or
 
$     of the Original 2020 Notes, and not to tender other outstanding Original 2020 Notes, if any, held by you for our account;
 
OR
 
  B. o  NOT TO TENDER any Original Notes held by you for our account.
 
If we instruct you to tender the Original Notes held by you for our account, it is understood that you are authorized to make, on behalf of us (and, by signing below, we hereby make to you), the representations contained in the Letter of Transmittal that are to be made with respect to us as a beneficial owner, including, but not limited to, the representations that:
 
(i) any Exchange Notes that we will acquire in exchange for Original Notes will be acquired in the ordinary course of our business;
 
(ii) we have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to us;
 
(iii) we are not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if the holder is an affiliate of the Company or its subsidiaries, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
 
(iv) we are not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for our own account; and
 
(v) we are not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the exchange offer.


3

 

 
If we are a broker-dealer that will receive Exchange Notes for our own account in exchange for Original Notes, we represent that the Original Notes were acquired as a result of market-making activities or other trading activities, and we acknowledge that we will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. By acknowledging that we will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, we are not deemed to admit that we are an “underwriter” within the meaning of the Securities Act.
 
Name of beneficial owner(s): 
 
Signature(s): 
 
Name(s) (please print): 
 
Address: 
 
Telephone Number: 
 
Taxpayer Identification or Social Security Number: 
 
Date: 

1

EX-99.5 46 y83788exv99w5.htm EX-99.5 exv99w5
Exhibit 99.5
 
CASCADES INC.

INSTRUCTIONS TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
Relating to Cascades Inc.’s Offer to Exchange
 
     
Up to US$500,000,000 Aggregate
Principal Amount of Newly Issued
73/4% Senior Notes due 2017 		  Up to US$250,000,000 Aggregate
Principal Amount of Newly Issued
77/8% Senior Notes due 2020
     
For   For
     
a Like Principal Amount of Outstanding
Restricted 73/4% Senior Notes due 2017
issued in December 2009 		  a Like Principal Amount of Outstanding
Restricted 77/8% Senior Notes due 2020
issued in December 2009
 
To participant of the book-entry transfer facility:
 
The undersigned hereby acknowledges receipt of the prospectus dated          , 2010, of Cascades Inc. (the “Company”), and a related letter of transmittal (which together constitute the “Exchange Offer”).
 
This will instruct you, the book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the outstanding notes held by you for the account of the undersigned.
 
The aggregate face amount of the outstanding 73/4% Senior Notes due 2017 (the “Original 2017 Notes”), held by you for the account of the undersigned is (fill in amount):
 
$     of the Original 2017 Notes.
 
The aggregate face amount of the outstanding 77/8% Senior Notes due 2020 (the “Original 2020 Notes” and, together with the Original 2017 Notes, the “Original Notes”), held by you for the account of the undersigned is (fill in amount):
 
$     of the Original 2020 Notes.
 
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate statement):
 
A. o TO TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered in an integral multiple of $1,000):
 
$     of the Original 2017 Notes, and not to tender other outstanding Original 2017 Notes, if any, held by you for the account of the undersigned; and/or
 
$     of the Original 2020 Notes, and not to tender other outstanding Original 2020 Notes, if any, held by you for the account of the undersigned;
 
OR
 
  B. o  NOT TO TENDER any Original Notes held by you for the account of the undersigned.
 
If the undersigned instructs you to tender any Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as beneficial owner, including but not limited to, the representations that (i) any newly issued 73/4% Senior Notes due 2017 or 77/8% Senior Notes due 2020 to be received by it in exchange for Original Notes of the corresponding series (collectively, the “Exchange Notes”) will be acquired in the ordinary course of its business, (ii) the undersigned has not engaged in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of any Exchange Notes issued to the undersigned in violation of the Securities Act, (iii) the undersigned is not an affiliate of the Company or its Subsidiaries within the meaning of the Securities Act and is not acting on behalf of any person who could not truthfully make the foregoing representations or, if it is an affiliate of the Company or its Subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if the undersigned is not a broker-dealer who purchased the Original Notes

 

for resale pursuant to an exemption under the Securities Act, it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes. If the undersigned is a broker-dealer, the undersigned represents that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of Exchange Notes; however, by so representing and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.


2

 

 
SIGN HERE
 
Name of beneficial owner(s): 
 
Signature(s): 
 
Name(s) (please print): 
 
Address: 
(Zip Code)
 
Telephone Number: 
                    (Area Code)
 
Taxpayer Identification or Social Security Number:
 
 
Date: ­ ­


3

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