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As filed with the Securities and Exchange Commission on June 8, 2005

Registration Statement No. 333-124104

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

AMENDMENT NO. 1
TO
FORMS F-4* AND S-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 Number)

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:
Meredith Berkowitz, Esq.
Jones Day
222 East 41^st Street
New York, New York 10017
(212) 326-3939

Approximate date of commencement of proposed sale 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, please 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(c) 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

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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Cascades Auburn Fiber Inc.	Delaware	01-0518538
Cascades Boxboard Group Inc.	Canada	Not Applicable
Cascades Boxboard U.S., Inc.	Delaware	52-2052689
Cascades Canada Inc.	Canada	98-0454050
Cascades Delaware LLC	Delaware	Not Applicable
Cascades Diamond, Inc.	Massachusetts	04-3049944
Cascades Fine Papers Group (Sales) Inc.	Delaware	14-1685880
Cascades Fine Papers Group (USA) Inc.	New York	52-1291428
Cascades Fine Papers Group Inc.	Canada	Not Applicable
Cascades Fine Papers Group Thunder Bay Inc.	Canada	Not Applicable
Cascades Moulded Pulp, Inc.	North Carolina	56-1522825
Cascades Nova Scotia Company	Nova Scotia	Not Applicable
Cascades Plastics Inc.	Delaware	43-1888636
Cascades Tissue Group—Arizona Inc.	Delaware	45-0470187
Cascades Tissue Group—IFC Disposables Inc.	Tennessee	62-1454515
Cascades Tissue Group—New York Inc.	Delaware	45-0470185
Cascades Tissue Group—North Carolina Inc.	North Carolina	56-1374538
Cascades Tissue Group—Oregon Inc.	Delaware	82-0543336
Cascades Tissue Group—Pennsylvania Inc.	Delaware	23-3091814
Cascades Tissue Group—Pickering Inc.	Canada	Not Applicable
Cascades Tissue Group—Sales Inc.	Delaware	11-3726050
Cascades Tissue Group—Tennessee Inc.	Delaware	68-0554988
Cascades Tissue Group—Wisconsin Inc.	Delaware	52-2338207
Cascades Transport Inc.	Canada	98-0417452
Cascades USA Inc.	Delaware	68-0592968
Conference Cup Ltd.	Ontario, Canada	Not Applicable
Dopaco, Inc.	Pennsylvania	23-2106485
Dopaco Canada, Inc.	Canada	Not Applicable
Dopaco Limited Partnership	Delaware	23-2925650
Dopaco Pacific LLC	Delaware	23-2914117
Garven Incorporated	Ontario, Canada	Not Applicable
Kingsey Falls Investments Inc.	Canada	Not Applicable
Rabotage Lemay Inc.	Québec, Canada	Not Applicable
Scierie Lemay Inc.	Québec, Canada	Not Applicable
W.H. Smith Paper Corporation	New York	14-1077370
3815285 Canada Inc.	Canada	Not Applicable
3815315 Canada Inc.	Canada	98-0444929
6265642 Canada Inc.	Canada	Not Applicable

        All of the additional registrants have their principal executive offices c/o Cascades Inc., 404 Marie-Victorin Blvd., Kingsey Falls, Québec, Canada J0A 1B0.

*

This registration statement comprises a filing on Form F-4 with respect to the securities of the non-U.S. registrants and a filing on Form S-4 with respect to the securities of the U.S. registrants.

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.

PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 8, 2005

US$125,000,000

Cascades Inc.

Offer to exchange our 7¹/4% Senior Notes due 2013, which have
been registered under the Securities Act, for our outstanding
restricted 7¹/4% Senior Notes due 2013 issued in December 2004

The Exchange Offer

        On December 2, 2004, we issued US$125.0 million restricted 7¹/4% Senior Notes due 2013 in a private placement. We refer to these as our outstanding restricted notes. These notes are part of the same class of securities as our US$550.0 million in aggregate principal amount of 7¹/4% Senior Notes due 2013, which we refer to as our outstanding unrestricted notes, except they are subject to restrictions on transfer, and were issued under the same indenture as the outstanding unrestricted notes.

        We are offering to exchange all outstanding restricted notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that will be freely transferable. The exchange notes will be part of the same class of securities as our outstanding unrestricted notes.

        You may withdraw tenders of outstanding restricted notes at any time prior to the expiration of the exchange offer.

        The exchange offer expires at 5:00 p.m. New York City Time, on                         , 2005, unless extended. We do not currently intend to extend the expiration date but, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus.

        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 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 outstanding restricted notes where the outstanding restricted 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 16 of this prospectus before deciding to participate in the exchange offer.

Neither the Securities and Exchange Commission 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            , 2005

TABLE OF CONTENTS

	Page
Market and Industry Data and Forecasts	ii
Forward-Looking Statements	ii
Summary	1
Risk Factors	16
The Exchange Offer	29
Use of Proceeds	38
Capitalization	39
Exchange Rate Data and Exchange Controls	40
Selected Historical Consolidated Financial Information	41
Management's Discussion and Analysis of Financial Position and Operating Results	45
Business	74
Management	94
Principal Shareholders	104
Related Party Transactions and Other Material Contracts	106
Description of Other Indebtedness	109
Description of Notes	112
Registration Rights for Outstanding Restricted Notes	166
Notice To Canadian Investors	168
Important U.S. and Canadian Tax Considerations	169
Plan of Distribution	173
Legal Matters	173
Experts	173
Enforceability of Civil Liabilities	174
Where You Can Find More Information	174
Index to Financial Statements	F-1

        You should rely only on the information contained in this prospectus or in the documents to which we have referred you. 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.

        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 outstanding restricted notes have been issued pursuant to exemptions 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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MARKET AND INDUSTRY DATA AND FORECASTS

        Market and industry data and other statistical information and forecasts used throughout this prospectus are based on independent industry publications, government publications and reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. 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, the most important of which are described in "Risk Factors."

        Although we believe that these 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 this prospectus will in fact transpire.

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SUMMARY

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 before making any decision.

        Unless otherwise indicated, all financial information provided in this prospectus is presented in Canadian dollars and is derived from financial statements prepared in accordance with generally accepted accounting principles in Canada, or Canadian GAAP. References to "$" are to Canadian dollars and references to "US$" are to U.S. dollars. We have also included some convenience translations of Canadian dollars to U.S. dollars or U.S. dollars to Canadian dollars. These translations are solely for informational purposes and, unless otherwise stated, are based on the noon buying rate of the Bank of Canada on March 31, 2005, of $1.2096 to US$1.00.

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. On August 24, 2004, we acquired the remaining 50% interest that we did not already own of Dopaco, Inc. Prior to this acquisition, Dopaco's fiscal year ended on March 31 of each year. When we refer to Dopaco's fiscal year, we are referring to the fiscal year ended on March 31 of that year. 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 indenture governing the outstanding unrestricted notes, the outstanding restricted notes and the exchange notes, whether or not those subsidiaries have guaranteed the outstanding unrestricted notes or the outstanding restricted notes, or will guarantee the exchange notes, including our subsidiaries incorporated outside of Canada and the United States, but excluding our joint ventures and minority investments.

Our Business

        We are a diversified producer of packaging products, tissue paper and fine papers with operations in Canada, the United States, Europe, Asia and Australia. We believe that we have leading market positions for many of our products in North America and are a leading producer of coated boxboard in Europe. We believe that our product and geographic diversification, the relative demand stability of a number of the end-markets we serve and our high utilization of recycled fiber have allowed us to maintain relatively stable operating margins through industry cycles. From 1994 to 2004, our net sales and operating income increased at compound annual growth rates of 8% and 4%, respectively. We have achieved this growth primarily by making acquisitions of what we believe to be attractive assets that fit within our core business lines, while maintaining disciplined financial management. In 2004, we had consolidated sales of $3.2 billion, operating income of $79 million and Operating Income before Depreciation and Amortization of $238 million. The restricted group had sales of $2.4 billion, operating income of $13 million and Adjusted Operating Income before Depreciation and Amortization of $131 million. In 2004, approximately 38% of our consolidated sales were in Canada, 43% in the United States and 19% in other countries, primarily in Europe.

        We use the terms Operating Income before Depreciation and Amortization and Adjusted Operating Income before Depreciation and Amortization in this prospectus, which are non-GAAP financial measures within the meaning of the recent rules and regulations issued by the Securities and Exchange Commission on the use of non-GAAP financial measures. Adjusted Operating Income before Depreciation and Amortization is defined as operating income before depreciation and amortization plus cash dividends paid to us by joint ventures and companies in which we hold a minority interest. For a reconciliation of Operating Income before Depreciation and Amortization to net cash provided by (used in) operating activities and net earnings, which we believe to be the closest Canadian GAAP liquidity measures and performance to Operating Income before Depreciation and Amortization, and

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of Adjusted Operating Income before Depreciation and Amortization to Operating Income before Depreciation and Amortization, and for an explanation of why we present Operating Income before Depreciation and Amortization and Adjusted Operating Income before Depreciation and Amortization information, see footnotes (c) and (e) to our summary historical consolidated financial information on pages 13 and 14.

        Our operations are organized in three segments: packaging products, tissue paper and fine papers. Our packaging products segment includes boxboard and folding cartons, containerboard and corrugated packaging and specialty packaging products. All of our containerboard and corrugated packaging products are manufactured by Norampac Inc., a 50%-owned joint venture with Domtar Inc. We have added to our packaging products group through, among other things, the acquisition of the 50% interest that we did not already own in Dopaco, one of the largest North American suppliers of folding cartons for the quick service restaurant industry. Our tissue paper segment includes retail products for use by consumers at home, as well as commercial and industrial, or away-from-home, products. During 2004, we expanded our tissue paper operations by acquiring the assets of a tissue mill located in Memphis, Tennessee. Our fine papers segment includes both the manufacture of coated and uncoated papers and the distribution of fine papers and graphic arts products. During the fourth quarter of 2004, we initiated a divestiture plan for our distribution assets in the Fine Papers and Tissue Papers segments. We are also reviewing other strategic alternatives regarding our fine papers manufacturing assets.

        The following chart shows how we are organized operationally by segment and, within packaging products, our core business lines:

Notes:    Sales, operating income and Operating Income before Depreciation and Amortization (OIBD) figures shown are for 2004 and are expressed in millions of Canadian dollars. Our containerboard business consists solely of our 50% joint venture interest in Norampac.

        Since our inception, we have owned or had interests in recycling operations and recycled paper has been our principal fiber source. We are currently Canada's largest consumer of recycled paper, consuming approximately 2.1 million short tons annually of which approximately 0.4 million short tons, or 19%, come from our own recovery network. We own or have interests in more than 20 recycled paper recovery centers in Canada and the United States. In July, 2004, we completed the acquisition of the 50% interest we did not already own in a de-inked pulp mill located in France, which allowed us to increase our recycling operations in Europe. 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

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us to better manage our inventory levels and fiber costs. In addition, the technical knowledge that we have developed allows us to efficiently use a wide variety of recycled paper grades to produce our products.

        We also produce virgin pulp, substantially all of which is consumed by our mill operations. On a net basis, in 2004, we purchased approximately 140,000 metric tonnes of various virgin and recycled pulp grades in the open market.

Competitive Strengths

        We believe that we have a number of competitive strengths, which are described in more detail in "Business—Competitive Strengths," including:

•

a diversified portfolio of products and customers that operate in a broad range of industries;



•

a significant degree of converting integration, which in addition to increasing our proximity to our customers, leads to better overall operating margins;



•

a high utilization of recycled fiber, which we believe allows us to maintain relatively stable operating margins through industry cycles compared to competitors that rely more heavily on internally produced virgin fiber; and



•

a strong management team and corporate culture, which creates individual accountability at every level of our business.

Business 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:

•

improve efficiency and reduce costs;



•

enhance customer service;



•

focus on higher margin products and higher growth markets;



•

maintain disciplined financial management;



•

increase converting integration and access to recycled fiber; and



•

pursue strategic acquisitions.

Recent Developments

        On March 31, 2005, our subsidiary Cascades Tissue Group—Pickering Inc., formerly known as Wood Wyant Inc., sold the distribution activities of its tissue paper segment for net consideration after the retention of liabilities of $16 million.

        Our principal executive offices are located at 404 Marie-Victorin Boulevard, Kingsey Falls, Québec, Canada J0A 1B0, and our telephone number is (819) 363-5100. We also maintain a website at www.cascades.com. However, the information on our website is not a part of this prospectus and you should rely only on the information contained in this prospectus when deciding whether or not to participate in the exchange offer.

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THE EXCHANGE OFFER

The Exchange Offer	We are offering to exchange up to US$125,000,000 aggregate principal amount of our registered 71/4% Senior Notes due 2013 for an equal principal amount of our outstanding restricted 71/4% Senior Notes due 2013 that were issued in a private placement in December 2004. The terms of the exchange notes are identical in all material respects to those of the outstanding restricted notes, except for transfer restrictions and registration rights relating to the outstanding restricted notes. The exchange notes will be of the same class as our outstanding unrestricted notes.
Purpose of the Exchange Offer	The exchange notes are being offered to satisfy our obligations under a registration rights agreement entered into at the time we issued and sold the outstanding restricted notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on        , 2005, or on a later date and time to which we extend it, but if extended, the exchange offer will remain open for a maximum or 45 business days after the date of this prospectus. The tender of outstanding restricted notes in the exchange offer may be withdrawn at any time prior to the expiration date. The exchange date will be the second business day following the expiration date. Any outstanding restricted 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 Outstanding Restricted Notes	Each holder of outstanding restricted notes wishing to accept the exchange offer must complete, sign and date the letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the outstanding restricted notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Outstanding restricted notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the outstanding restricted notes to the exchange agent's account at DTC is delivered in a timely fashion. See "The Exchange Offer — Procedures for Tendering Outstanding Restricted Notes."

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Conditions to the Exchange Offer	The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding restricted notes being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer."
Exchange Agent	The Bank of New York
U.S. Federal Income Tax Considerations	Your exchange of an outstanding restricted 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 outstanding restricted note surrendered. See "Important U.S. and Canadian Tax Considerations."

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THE EXCHANGE NOTES

The terms of the exchange notes are identical in all material aspects to those of the outstanding restricted notes, except for the transfer restrictions and registration rights relating to the outstanding restricted notes that do not apply to the exchange notes.

Issuer	Cascades Inc.
Notes Offered	US$125,000,000 aggregate principal amount of 71/4% Senior Notes due 2013. The notes offered hereby will be the same class as our outstanding unrestricted notes and will bear the same CUSIP number.
Maturity Date	February 15, 2013.
Interest Payment Dates	February 15 and August 15 of each year, commencing on August 15, 2005.
Guarantees	The exchange notes will be guaranteed by each of our existing and future Canadian and U.S. restricted subsidiaries. The exchange notes will not be guaranteed by our subsidiaries outside Canada and the United States or by any of our joint ventures, including Norampac.
Ranking	The exchange notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior debt. The exchange notes will be senior in right of payment to all of our subordinated debt. As of March 31, 2005, we had approximately $1,157 million of debt outstanding, approximately $268 million of which was secured. This debt includes obligations under capital leases and mandatorily redeemable preferred shares but excludes our proportionate share of debt of our joint ventures, which is included in our consolidated financial statements under Canadian GAAP, and also excludes undrawn commitments under our revolving credit facility.
	The guarantees of the exchange 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 March 31, 2005, the subsidiary guarantors had approximately $101 million of debt outstanding, not including the guarantees of the notes or our subsidiaries' obligations under our revolving credit facility, approximately $44 million of which was secured, and not including intercompany debt. This debt includes obligations under capital leases and mandatorily redeemable preferred shares.

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	Because the exchange notes will not be guaranteed by all of our subsidiaries or by any of our joint ventures, the notes will be effectively subordinated to all liabilities, including trade debt and preferred share claims, of our non-guarantor subsidiaries and joint ventures. As of March 31, 2005, our non-guarantor subsidiaries had outstanding approximately $228 million, and our joint ventures had outstanding approximately $604 million, of debt, accounts payable and other accrued liabilities, including preferred share claims, but excluding any intercompany debt owing to us or our subsidiaries.
Optional Redemption	Prior to February 15, 2008, we may redeem all or part of the exchange notes by paying a "make-whole" premium based on U.S. Treasury rates as specified in this prospectus under "Description of Notes—Optional Redemption." At any time on or after February 15, 2008, we may redeem all or part of the notes at our option at the redemption prices described under "Description of Notes—Optional Redemption." Prior to February 15, 2006, we may also redeem, at any time at our option, up to 35% of the aggregate principal amount of the notes and outstanding restricted notes with the net cash proceeds of qualified equity offerings.
Additional Amounts	We generally will pay such additional amounts as may be necessary so that the amount received by noteholders after tax-related withholdings or deductions in relation to the notes will not be less than the amount that noteholders would have received in the absence of the withholding or deduction.
Tax Redemption	If we are required to pay additional amounts as a result of changes in the laws applicable to tax-related withholdings or deductions, we will have the option to redeem the exchange notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the exchange notes, plus any accrued and unpaid interest to the date of redemption and any additional amounts that may be then payable.
Certain Covenants	We will issue the exchange notes under the same indenture under which our outstanding unrestricted notes were issued. The 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;

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	•	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.
	Each of these restrictions has a number of important qualifications and exceptions. Please refer to the section in this prospectus entitled "Description of Exchange Notes."
	If at any time the credit rating on the exchange 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, engage in certain sale and leaseback transactions and engage in mergers, consolidations or a sale of all or substantially all of our assets, will cease to apply. Any covenants that cease to apply to us as a result of achieving these ratings will not be restored, even if the credit rating on the exchange 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 exchange 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 exchange notes.

        You should carefully consider the information in the section entitled "Risk Factors" beginning on page 16.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following table presents summary historical consolidated financial information about us. The summary historical consolidated financial information as of December 31, 2003 and 2004 and for each of the fiscal years ended December 31, 2002, 2003 and 2004 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes, which are included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of December 31, 2002 has been derived from our audited consolidated financial statements, which have not been included in this prospectus. The summary historical financial information as of March 31, 2005 and for the three months ended March 31, 2004 and 2005 has been derived from, and should be read together with, our unaudited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. The summary historical balance sheet information as of March 31, 2004 has been derived from our unaudited consolidated financial statements, which are not included in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in those results and financial position. Interim results and financial position are not necessarily indicative of the results and financial position that can be expected for a full year. All of the following historical consolidated financial information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus. Information presented 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, 2002, 2003 and 2004 and our unaudited consolidated financial statements as of and for the three months ended March 31, 2004 and 2005.

        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 24 to our audited consolidated financial statements, included elsewhere in this prospectus, for a description of material differences between U.S. GAAP and Canadian GAAP as they relate to our audited consolidated financial statements.

        Due to proportionate consolidation under Canadian GAAP, the financial results for the year ended December 31, 2004, include the impact of only four months of our ownership of 100% of Dopaco, while the first eight months include 50% of Dopaco's results.

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		Year Ended December 31,									Three Months Ended March 31,
		2002			2003			2004			2004			2005
		(restated)(a)(i)
		(in millions of Canadian dollars, except share and per share data, ratios and shipment data)
Consolidated Statement of Earnings Data:
Sales(a)		$	3,118		$	2,995		$	3,254			763			843
Cost of sales (exclusive of depreciation shown below)(a)			2,414			2,463			2,691			640			702
Selling and administrative expenses			289			294			313			75			82
Impairment loss on property, plant and equipment			—			—			18			—			—
Loss (gain) on derivative financial commodity instruments			—			1			(2	)		(6	)		1
Unusual losses (gains)			4			—			(4	)		—			(3	)
Depreciation and amortization			137			143			159			39			44
Operating income from continuing operations			274			94			79			15			17
Interest expense(b)			69			80			76			20			20
Unrealized loss on derivative financial instruments			—			—			—			—			1
Foreign exchange loss (gain) on long-term debt			—			(72	)		(18	)		6			2
Loss on long-term debt refinancing			—			22			1			—			—
Provision (recovery) for income taxes			60			10			2			(3	)		(2	)
Share of loss (earnings) of significantly influenced companies			(22	)		3			(2	)		(1	)		(1	)
Share of earnings attributable to non-controlling interests			1			—			—			—			—
Net earnings (loss) from continuing operation			166			51			20			(7	)		(3	)
Net earnings from assets held for sale			3			4			3			1			3
Net earnings (loss)		$	169		$	55		$	23			(6	)		—
Basic net earnings (loss) from continuing operations per common shares		$	2.04		$	0.61		$	0.25		$	(0.09	)	$	(0.03	)
Net earnings (loss) per common share:
	Basic	$	2.07		$	0.66		$	0.28		$	(0.08	)		—
	Diluted	$	2.05		$	0.66		$	0.28		$	(0.08	)		—
Weighted average number of common shares outstanding during the year			81,482,507			81,720,379			81,678,884			81,734,786			81,350,647
Other Consolidated Financial Data:
Operating Income before Depreciation and Amortization(c)		$	411		$	237		$	238			54			61
Cash flows provided by (used in) operating activities			330			126			156			4			(59	)
Cash flows used in investing activities			(272	)		(165	)		(244	)		(35	)		(30	)
Cash flows provided by (used in) financing activities			(54	)		31			93			33			67
Capital expenditures			128			121			129			19			25
Ratios of earnings to fixed charges(h)			3.6x			1.7x			1.2x			—			—

10

Consolidated Balance Sheet Data (at end of period):
Cash and cash equivalents	$	38		$	27		$	30		29		23
Working capital		386			508			502		541		569
Property, plant and equipment		1,604			1,636			1,700		1,640		1,675
Total assets		2,959			2,927			3,144		2,970		3,181
Total debt(b)		1,195			1,153			1,273		1,212		1,356
Non-controlling interests		2			3			—		3		—
Net assets		1,065			1,056			1,059		1,045		1,047
Capital stock		268			264			265		264		265
Restricted Group Financial Data(d):
Sales(a)	$	2,407		$	2,240		$	2,388		536		660
Operating income (loss)		189			34			13		(3	)	(3	)
Interest expense(b)		51			63			63		16		18
Net earnings (loss) from continuing operations		166			51			20		(7	)	(3	)
Net earnings from assets held for sale		3			4			3		1		3
Net earnings (loss)		169			55			23		(6	)	—
Cash and cash equivalents		24			15			22		19		15
Total assets		2,582			2,478			2,765		2,501		2,796
Total debt(b)		977			927			1,076		979		1,157
Shareholders' equity		1,065			1,056			1,059		1,045		1,047
Capital expenditures		97			86			89		14		21
Operating Income before Depreciation and Amortization(c)		298			142			131		25		32
Adjusted Operating Income before Depreciation and Amortization(e)		314			158			150		40		47
Cash flows provided by (used in) operating activities		268			84			101		7		(58	)
Cash flows used in investing activities		(214	)		(121	)		(176	)	(29	)	(30	)
Cash flows provided by (used in) financing activities		(57	)		29			83		26		66

11

U.S. GAAP Consolidated Financial and Other Data:
Sales			$	3,118		$	2,995		$	3,254
Net earnings				173			60			16
Cash and cash equivalents				38			27			30
Total assets				3,014			3,003			3,213
Total debt				1,139			1,153			1,273
Mandatorily redeemable preferred shares				56			4			2
Convertible preferred shares(f)				6			—			—
Shareholders' equity				1,090			1,103			1,101
Operating Income before Depreciation and Amortization(c)				418			249			250
Cash flows provided by operating activities				334			127			156
Cash flow used in investing activities				(272	)		(163	)		(244	)
Cash flow provided by (used in) financing activities				(54	)		31			93
Basic and diluted earnings from Continuing operations per Common Share			$	2.08		$	0.68		$	0.17
Net earnings per common share:
	Basic		$	2.11		$	0.73		$	0.20
	Diluted		$	2.09		$	0.73		$	0.20
Cash dividends
	Common shares			(10	)		(13	)		(13	)
	Preferred shares			(1	)		(1	)		—
Ratios of earnings to fixed charges(h)				3.9	x		1.9	x		1.2	x
Shipment Data (in thousands):
Packaging Products
	Boxboard (short tons)
		North America		356			363			336		86	78
		Europe		530			493			521		130	135
	Containerboard(g)
		Manufacturing (short tons)		724			721			718		179	179
		Converting (square feet)		6,378			6,699			6,802		1,630	1,630
	Specialty products (paper only-short tons)			184			190			195		47	47
Tissue Paper (short tons)				338			368			399		96	99
Fine Paper (short tons)
		Uncoated paper		152			140			138		33	28
		Coated paper		161			139			151		32	40

(a)

On January 1, 2004, we adopted the new Canadian Institute of Chartered Accountants (CICA) section 1100 and 1400 and reclassified cost of delivery, which previously had been subtracted from sales, as cost of sales. As a result, the prior-year results were restated.

(b)

Under Canadian GAAP, the mandatorily redeemable preferred shares issued by our subsidiaries, Cascades Boxboard Group Inc. and Cascades Tissue Group—Pickering Inc., formerly known as

12

Wood Wyant Inc., are classified as debt in our financial statements and dividends on those shares are included in interest expense. During 2003, we repurchased all of the outstanding preferred shares issued by Cascades Boxboard Group Inc. Capital lease obligations are also classified as debt.

(c)

Operating Income before Depreciation and Amortization is not a measure of performance under Canadian GAAP or U.S. GAAP. We include Operating Income before Depreciation and Amortization because it is the measure used by our management to assess the operating and financial performance of our operating segments. In addition, we believe that Operating Income before Depreciation and Amortization provides an additional measure often used by investors to assess a company's operating performance, leverage and liquidity, and its ability to meet debt service requirements. However, Operating Income before Depreciation and Amortization does not represent, and should not be used as a substitute for, operating income, net earnings or cash flows from operations as determined in accordance with Canadian GAAP or U.S. GAAP, and Operating Income before Depreciation and Amortization is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. In addition, our definition of Operating Income before Depreciation and Amortization may differ from that of other companies. Set forth below is a reconciliation of consolidated Operating Income before Depreciation and Amortization to net cash provided by (used in) operating activities and net earnings, which we believe to be the closest Canadian GAAP performance and liquidity measures to Operating Income before Depreciation and Amortization:

	Year Ended December 31,									Three Months Ended March 31,
	2002			2003			2004			2004		2005
	(restated)(a)(i)
	(in millions of Canadian dollars)
Net cash provided by (used in) operating activities	$	330		$	126		$	156		4		(59	)
Changes in non-cash working capital components		(23	)		32			2		27		90
Depreciation and amortization		(137	)		(143	)		(159	)	(39	)	(44	)
Current income taxes		47			11			22		1		9
Interest expense (includes interest on long-term debt, other interest less interest income and capitalized interest)		69			80			76		20		20
Impairment loss of property, plant and equipment		—			—			(18	)	—		—
Unrealized gain (loss) on derivative financial commodity instruments		—			—			2		5		(1	)
Unusual gain (loss)		(4	)		—			4		—		3
Other non-cash adjustments		(8	)		(12	)		(6	)	(3	)	(1	)
Operating income		274			94			79		15		17
Depreciation and amortization		137			143			159		39		44
Operating Income before Depreciation and Amortization		411			237			238		54		61
Net earnings (loss)	$	169		$	55		$	23		(6	)	—
Net earnings from assets held for sale		(3	)		(4	)		(3	)	(1	)	(3	)
Share of earnings attributable to non-controlling interests		1			—			—		—		—
Share of earnings of significantly influenced companies		(22	)		3			(2	)	(1	)	(1	)
Provision (recovery) for income taxes		60			10			2		(3	)	(2	)
Loss on long-term debt refinancing		—			22			1		—		—
Foreign exchange loss (gain) on long-term debt		—			(72	)		(18	)	6		2
Unrealized loss on financial derivative instruments		—			—			—		—		1
Interest expense		69			80			76		20		20
Operating income		274			94			79		15		17
Depreciation and amortization		137			143			159		39		44
Operating Income before Depreciation and Amortization		411			237			238		54		61

13

In our fiscal 2002, Dopaco did not contribute to our Operating Income before Depreciation and Amortization. In our fiscal years 2003 and 2004, Dopaco contributed $6 million, and $33 million, respectively. Dopaco had Operating Income before Depreciation and Amortization for its fiscal years ended March 31, 2002, 2003, and 2004, of $31 million, $34 million and $43 million, respectively.

(d)

Restricted group financial data represents financial results, calculated in accordance with Canadian GAAP except for Operating Income before Depreciation and Amortization and the ratios, for Cascades Inc. and those subsidiaries that will be "restricted" under the indenture governing the notes. The restricted group financial data includes data of subsidiaries that will not guarantee the notes but that will be part of the restricted group for purposes of the indenture. We have included the restricted group financial information because we believe it provides investors with 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 indenture. For further information on guarantor and non-guarantor subsidiaries, see note 25 to our audited consolidated financial statements, included elsewhere in this prospectus.

(e)

Adjusted Operating Income before Depreciation and Amortization is not a recognized measure under Canadian GAAP or U.S. GAAP and is defined as Operating Income before Depreciation and Amortization plus cash dividends paid to us during the relevant period by joint ventures and companies in which we hold a minority interest. These dividends amounted to approximately $16 million in 2002, $16 million in 2003, and $19 million in 2004. The cash dividends made by our joint ventures and companies in which we hold a minority interest represent cash available to us to fund our operations and those of the restricted group and to service debt even though the entities from whom we receive the dividends are not part of the restricted group. As such, we have included Adjusted Operating Income before Depreciation and Amortization because it is a measure used by management and our investors to assess our ability to fund operations and service debt. Dopaco contributed $3 million of these dividends for the year ended December 31, 2004.

(f)

Represents Class B preferred shares issued by our subsidiary, Cascades Boxboard Group Inc., that were repurchased on May 23, 2003.

(g)

Our production of containerboard consists solely of our 50% proportionate interest in the production of Norampac, our joint venture with Domtar, which is not part of the restricted group.

(h)

For the purposes of calculating the ratio of earnings to fixed charges, "earnings" represents earnings from continuing operations before income taxes plus fixed charges. "Fixed charges" consist of interest expense and capitalized interest, amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest, as well as dividends on the preferred shares issued by two of our subsidiaries, Cascades Boxboard Group Inc. and Cascades Tissue Group—Pickering Inc. For the three months ended March 31, 2004 and 2005, earnings were insufficient to cover fixed charges by $11 million and $6 million, respectively.

14

(i)

During the fourth quarter of 2004, we initiated a divestiture plan for our distribution assets in the Fine Papers and Tissue Papers segments. Consequently, the assets, liabilities, earnings and cash flows of the distribution activities have been reclassified as assets held for sale for each of the years presented above, with our results for 2002 and 2003 having been restated. Financial information relating to these assets held for sale is as follow:

	Year Ended December 31,									Three Months Ended March 31,
	2002			2003			2004			2004(1)			2005
	(in millions of dollars, except amounts per share)
Condensed balance sheet
Current assets	$	109		$	126		$	126		$	126			116
Long-term assets		7			12			9			9			5
Current liabilities		21			31			29			29			23
Condensed statement of earnings
Sales	$	473		$	454		$	438			107			113
Depreciation and amortization		2			2			2			1			—
Operating income, including gain on disposal		7			11			7			2			5
Interest expense		3			3			3			—			1
Provision for income taxes		1			4			1			1			1
Net earnings, including gain on disposal, from assets held for sale		3			4			3			1			3
Net earnings per share, including gain on disposal, from assets held for sale	$	0.03		$	0.05		$	0.03		$	0.01		$	0.03
Condensed statement of cash flows
Cash flow from operating activities	$	(5	)	$	14		$	1			(7	)		(4	)
Cash flow from investing activities		(5	)		(1	)		(1	)		—			14
Cash flow from financing activities		10			(13	)		—			7			4

(1)

As at December 31, 2004 for the condensed balance sheet items.

15

RISK FACTORS

An investment in the exchange notes represents 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. However, additional 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 Relating 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 material and energy costs, may fluctuate significantly, which can adversely affect our operating results, profitability and financial position.

        The markets for some of our products, particularly containerboard and fine papers, are highly 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 in 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.

        In the second half of 2000, economic growth in North America began to slow. As a result, between the second half of 2000 and the end of 2001, demand for some of our products, particularly in containerboard, boxboard and fine papers, slowed and selling prices declined. To adjust our production to demand, we took market-related downtime for some of our products. Market conditions gradually improved during 2002, and we were able to implement increases in the selling prices for some of these products. However, in 2003, increased energy and fiber costs combined with lower demand for some of our products led to more difficult market conditions. The strengthening of the Canadian dollar against the U.S. dollar also contributed to reduced profitability as it reduced the proceeds of export sales from Canada and Europe. In 2004, sales increased, however operating income was lower than 2003 due in large part to the strengthening of the Canadian dollar against the U.S. dollar, when compared with 2003, which adversely affects our revenues since a large part of our products, from our Canadian operations, are priced with reference to the U.S. dollar while most of our costs are incurred in Canadian dollars. In the first quarter of 2005, sales and operating income increased compared to the same period in 2004 despite the further strengthening of the Canadian dollar against the U.S. dollar, when compared with the same period in 2004. Depending on market conditions and related demand, we may have to take further 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 also could adversely affect our business, operating results and financial position.

        Prices for recycled and virgin fiber have also fluctuated considerably since 1999. 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. For example, for the fiscal year of 2004, the list price of recycled paper increased approximately 14.5%. The price of recycled paper increased in the first quarter of 2005 compared to the first quarter of 2004. Although changes in the price of recycled

16

fiber generally correlate with changes in the price of products made from recycled paper, this may not always be the case. To the extent 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 use in the production process and to operate machinery. Energy prices, particularly for natural gas and fuel oil, have continued to increase since 2000, with a corresponding effect on our production costs. Energy prices increased approximately 21% in 2003 from 2002. In 2004, prices for energy declined slightly by 3% in Canada but increased by 13% in the United States compared to 2003. In the first quarter of 2005, prices for energy increased slightly by 4% in Canada and by 10% in the United States compared to the same period in 2004. 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 results of operations would be adversely affected. In addition, uncertainty in the Middle East could lead to an increase in the cost of energy. 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, 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, tissue and specialty products, we compete with a small number of other producers. Other markets, such as for containerboard, are extremely fragmented. In some businesses, such as in the containerboard and fine papers 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 vinyl, plastic and styrofoam, which can lead to excess capacity, decreased demand and pricing pressures.

        Competition in our markets is primarily based upon the quality, breadth and performance characteristics of our products, customer service and price. 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 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

17

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 which can negatively affect our business, operating results, profitability and financial condition.

        We have customers and operations located outside Canada and the United States. In 2004, sales outside Canada and the United States represented approximately 19% of our consolidated net sales. 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. A substantial portion of our debt is also denominated in currencies other than the Canadian dollar. Although fluctuations in exchange rates between the Canadian dollar and foreign currencies have not had a significant impact on net earnings in the past, the recent appreciation of the Canadian dollar against the U.S. dollar has adversely affected our reported operating results and financial condition. Although the recent appreciation of the Canadian dollar against the U.S. dollar has had a direct impact on export prices, it has also contributed to reducing Canadian dollar prices in Canada because several of our product lines are priced in U.S. dollars. 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.

Our operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to our operating cash flow.

        Our operations are subject to extensive environmental, health and safety laws and regulations promulgated by federal, provincial, state and local governments in the various jurisdictions in which we have operations. 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.

        Our failure to comply with applicable environmental laws, regulations or permit requirements may result in civil or criminal fines or penalties or enforcement actions. These may include regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, installing 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, results of operations or financial position. For example, the U.S. Environmental Protection Agency has proposed additional requirements

18

for the pulp and paper industry which, if and when adopted, may require additional material expenditures. The ratification of the Kyoto Protocol by Canada and the European Union will result in the imposition of limits to the discharge of carbon dioxide and other greenhouse gases. The specific limitations in respect of our Canadian and European operations, or the operations of others providing energy or other products or services to us, are unknown and uncertain and may require additional material expenditures. In addition, 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, 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 we 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 which could have a material adverse effect on our financial condition and results of operations.

        We may be subject to strict liability and, under specific circumstances, joint and several liability for the investigation and remediation of the contamination of soil, surface and ground water, 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.

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 policies has increased recently. In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or not economically practical. Moreover, insurers recently have 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, results of operations 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, 2004, we had approximately 15,800 employees, of whom approximately 14,200 were employees of our Canadian and United States operations. Approximately 63% of our Canadian and U.S. employees are represented by unions under 46 separate collective bargaining agreements. In addition, in Europe, some of our operations are subject to national 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 other work stoppage, or other employees were to become unionized, we could experience a significant disruption in operations or higher labor costs, which could have a material adverse effect on our business, financial condition, results of operations

19

and cash flow. We had one work stoppage ongoing as of December 31, 2004: a lock-out of unionized employees in our Fjordcell Kraft pulp mill located in Jonquière, Québec. The Fjordcell Kraft pulp mill had sales of $49 million in 2004. This work stoppage was resolved on May 6, 2005. Of our 46 collective bargaining agreements, six have expired. Another five will expire within this year and five more will expire in 2006. 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. 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 and minority investments include:

•

Norampac, a 50%-owned joint venture with Domtar through which all of our containerboard and corrugated packaging products are manufactured;



•

three 50%-owned joint ventures with Sonoco Products Company, one in Canada, one in the United States and one in Europe, which produce specialty paper packaging products such as headers, rolls and wrappers;



•

a 50%-owned joint venture interest in Metro Waste Paper Recovery Inc., a Canadian operator of waste paper recovery and recycling operations, part of which we own through Norampac; and



•

a 43% interest in Boralex, a public Canadian corporation and an independent producer of electric and thermal power with operations in the Province of Québec and the northeastern United States.

We do not control these entities and they will not be restricted under the indenture governing the notes. The indenture governing the notes will limit, but not prohibit, our ability to continue making these types of investments, and we anticipate continuing to enter into joint ventures and make minority investments.

        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 entering 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. For example, our joint venture Norampac has a credit agreement and indenture that contain covenants that restrict its ability to pay dividends 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 fail to observe their commitments, that entity may not be able to operate according to its business plan or we may be required to increase our level of commitment. If any of these events were to transpire, our business, results of operations, 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 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. In addition, some of the agreements provide that in the event a shareholder is subject to bankruptcy proceedings or other default 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 revolving credit facility and the indenture.

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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:

•

difficulties in integrating and managing newly acquired operations and improving their operating efficiency;



•

difficulties 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 the incurrence of additional debt, which we may incur to finance, or may assume as part of, an acquisition, 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 results of operations, financial condition and ability to service debt, including the notes.

        Although we generally perform a due diligence investigation of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities of the acquired business or assets 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.

The Lemaires collectively own 37% of our common shares and there may be situations in which their interests and the interests of the holders of the exchange notes will not be aligned.

        The Lemaires collectively beneficially own approximately 37% of our common shares. 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.

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        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 risks to the holders of the notes, such as increasing our leverage. As a result, circumstances may occur in which the interests of the Lemaires could be in conflict with your interests as a holder of the notes.

If we are not successful in retaining our key personnel or replacing them, particularly if the Lemaires do not stay active in our business, our business, financial condition or results of operations 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.

We do not have complete corporate records for our subsidiary, Cascades Tissue Group-IFC Disposables Inc., which is a guarantor. As a result, the appropriateness of the corporate actions taken during the period is uncertain. We also cannot be certain that we are the sole owner of all IFC Disposables's common stock.

        We are unable to locate the corporate records for our subsidiary, Cascades Tissue Group-IFC Disposables Inc., which is a guarantor, for the period from the inception of the company on December 17, 1990 through May 1, 1997. Because the corporate records are missing for this period, the appropriateness of the corporate action taken during this period is uncertain. We also cannot be certain that we are the sole owner of all of IFC Disposables's common stock. IFC Disposables was acquired in the Wyant Corporation acquisition, which we completed in November 2000. While IFC Disposables's contributions are not currently material to our consolidated results, they could be in the future.

Risks Relating 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 notes.

        We have a significant amount of debt. As of March 31, 2005, we had approximately $1,157 million of debt outstanding, including capital lease obligations and obligations for mandatorily redeemable preferred shares, but excluding our proportionate share of the debt of our joint ventures, which is included in our consolidated financial statements under Canadian GAAP. We also had approximately $230 million available under our revolving credit facility. On the same basis, our ratio of total debt to capitalization as of March 31, 2005 was 52.5%. For the year ended December 31, 2004, on a pro forma basis to give effect to the issuance of the outstanding restricted notes and the application of the net proceeds from that issuance, our pro forma interest expense for 2004 would have been approximately $80 million compared with actual interest expense of approximately $76 million. Our interest expense for the first quarter of 2005 was $20 million. Including our proportionate share of results, debt, interest expense and other fixed charges of our joint ventures, both our actual and pro forma ratio of earnings to fixed charges would have been 1.2x for 2004 and 0.8x for the first quarter of 2005. We also have significant obligations under operating leases, as described in note 19 to our audited consolidated financial statements, included elsewhere in this prospectus.

        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 notes or our other indebtedness;



•

increase our vulnerability to competitive pressures and to general adverse economic or market conditions;

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•

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.

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 revolving credit facility and the indenture governing the notes 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 revolving credit facility and the indenture include a number of significant restrictive covenants. These covenants restrict, among other things, our 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 revolving 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 indenture and our revolving credit facility do not apply to our joint ventures. However, for financial reporting purposes, we consolidate the results and financial position of these entities based on our proportionate ownership interest.

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Our failure to comply with the covenants contained in our revolving credit facility or the indenture, 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 indenture, our revolving 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 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 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 exchange notes, and the obligations of the guarantors under their respective guarantees, are unsecured. As a result, the exchange notes and the related guarantees will be effectively subordinated to all of our and the guarantors' secured debt to the extent of the collateral securing that debt. As of March 31, 2005, we had approximately $268 million of secured debt outstanding, substantially all of which represents our and our subsidiaries' obligations under our revolving credit facility. Our obligations under our revolving credit facility are secured by all of our and our material subsidiaries' inventory and receivables, and by the property, plant and equipment of three 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 revolving credit facility before any proceeds would be available to make payments on the exchange notes. If there is a default, the value of this collateral may not be sufficient to repay both the lenders under our revolving credit facility and the holders of the exchange notes.

The exchange notes will not be guaranteed by all of our subsidiaries or by any of our joint ventures and will be structurally subordinated to the debt of our non-guarantor subsidiaries and our joint ventures, 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 exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by our existing and future Canadian and U.S. restricted subsidiaries, they will not be guaranteed by our other subsidiaries outside Canada and the United States, or by any of our joint ventures, including Norampac. The exchange 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. In addition, although they will not guarantee the exchange notes, these non-guarantor subsidiaries may partially guarantee our obligations under the revolving 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 March 31, 2005, our non-guarantor subsidiaries and our joint ventures had outstanding approximately $228 million and $604 million, respectively, of debt, accounts payable and other accrued liabilities, including preferred share claims. As of March 31, 2005, our joint ventures had $404 million of outstanding debt. Our non-guarantor subsidiaries and our joint ventures, before intercompany eliminations, contributed 17% and 24%, respectively, of our sales, (6)% and 80%, respectively, of our operating income, 6% and 44%, respectively, of our Operating Income before Depreciation and Amortization for the year ended December 31, 2004, 17% and 25%, respectively, of our sales, -18%

24

and 100%, respectively, of our operating income, 3% and 46%, respectively, of our Operating Income before Depreciation and Amortization for the three months ended March 31, 2005, and represented 31% and 33%, respectively, of our total assets as of March 31, 2005. The information for 2004 gives effect to our acquisition of the remaining 50% in Dopaco that we did not already own only since the date of acquisition, which occurred on August 24, 2004. 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 25 to our audited consolidated financial statements, included elsewhere in this prospectus. For more information about our joint ventures, see note 23 to our audited consolidated financial statements, included elsewhere in this prospectus.

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 and minority investments. 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 and minority investments 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 revolving credit facility and the indenture. 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 revolving credit facility and the indenture 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 or minority investments. 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.

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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 trustee and holders of the exchange notes to enforce remedies under the indenture could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other 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" 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 insolvent'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.

        During the stay period, the indenture trustee and holders of the exchange notes are likely to be restrained from enforcing remedies under the indenture and payments under the 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 indenture, 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 guarantors could challenge the subsidiary guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable 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 guarantor delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors;



•

the guarantor did not receive fair consideration for the delivery of the guarantee; or



•

the guarantor was insolvent at the time it delivered the guarantee.

        Under U.S. 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 exchange notes would cease to have any direct claim against the guarantor which delivered that guarantee. If a court were to take this action, the guarantor's assets would be applied first to satisfy the guarantor's liabilities, including trade payables, and preferred stock claims, if any, before any payment in respect of the guarantee could be made. A guarantor's remaining assets may not be sufficient to satisfy the claims of the holders of exchange notes relating to any voided portions of the guarantees.

26

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 Offer

If you do not exchange your outstanding restricted notes for exchange notes in the exchange offer, your outstanding restricted notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

        If you do not exchange your outstanding restricted notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding restricted notes. In general, you may only offer or sell the outstanding restricted notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding restricted notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding restricted notes would be adversely affected and there could be a significant diminution in the value of the outstanding restricted notes as compared to the value of the exchange notes.

An active public market may not develop for the exchange notes, which could adversely affect the market price and liquidity of the exchange notes.

        The exchange notes constitute securities for which there is no established trading market. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system, and no active public market for the exchange notes is currently anticipated. If a market for the exchange notes should develop, the exchange notes could trade at a discount from their principal amount and they may be difficult to sell. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, out operating results and the market for similar securities. As a result, you may not be able to resell any exchange notes or, if you are able to resell, you may not be able to do so at a satisfactory price.

If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

        If you exchange your outstanding restricted notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

We may not be able to repurchase the notes upon a change of control as required by the indenture.

        Upon a change of control, we will be required to make an offer to purchase all outstanding exchange notes as well as all outstanding restricted and unrestricted notes. 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,

27

under our revolving 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 indenture would constitute a default under the indenture. This default would, in turn, constitute an event of default under our revolving 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 indenture does not necessarily afford protection for the holders of the 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 the notes. The definition of change of control for purposes of the indenture 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 indenture 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 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 indenture. 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 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.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the issuance and sale of the outstanding restricted notes, we entered into a registration rights agreement with the initial purchasers of the outstanding restricted notes. We are making the exchange offer to satisfy our obligations under the registration rights agreement.

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 outstanding restricted notes. The terms of the exchange notes are identical in all material respects to those of the outstanding restricted notes, except for the transfer restrictions and registration rights relating to the outstanding restricted notes which will not apply to exchange notes. The exchange notes will be entitled to the benefits of the indenture. See "Description of Notes."

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding restricted notes being tendered or accepted for exchange. As of the date of this prospectus, US$125.0 million aggregate principal amount of the outstanding restricted notes is outstanding. Outstanding restricted notes tendered in the exchange offer must be tendered in a minimum principal amount of US$1,000 and integral multiples of US$1,000.

        Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, holders of outstanding restricted notes, except any holder who is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, who exchange their outstanding restricted 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 holder's business and the holder is not participating in, and has 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 outstanding restricted notes, where the outstanding restricted 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 the registration rights agreement to register or qualify the exchange notes for offer or sale under the securities or blue sky laws of the jurisdictions you reasonably request in writing. If you do not exchange outstanding restricted notes for exchange notes in the exchange offer, your outstanding restricted notes will continue to be subject to restrictions on transfer.

        If any holder of the outstanding restricted notes is an affiliate of ours, or 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 Securities and Exchange Commission 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.

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Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires on the expiration date, which is 5:00 p.m., New York City time, on                        , 2005 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 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 Dow Jones News Service. However, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus. During any extension of the exchange offer, all outstanding restricted notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

        The exchange date will be the second business day following the expiration date. We expressly reserve the right to:

•

terminate the exchange offer and not accept for exchange any outstanding restricted 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 outstanding restricted 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 outstanding restricted notes as promptly as practicable.

        Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the tendered outstanding restricted notes on the exchange date. Any outstanding restricted 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 Outstanding Restricted Notes for Exchange; Delivery of Exchange Notes" below for more information.

        This prospectus and the related letter of transmittal and other relevant materials will be mailed by us to record holders of outstanding restricted 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 outstanding restricted notes.

Procedures for Tendering Outstanding Restricted Notes

        The tender of outstanding restricted 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 letter of transmittal.

        General Procedures.    You may tender the outstanding restricted notes by:

•

properly completing and signing the letter of transmittal or a facsimile and delivering the letter of transmittal together with:



—

the certificate or certificates representing the outstanding restricted 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

30

—

a timely confirmation of a book-entry transfer of the outstanding restricted notes being tendered, if the procedure is available, into the exchange agent's account maintained at The Depositary 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 outstanding restricted notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange for those outstanding restricted notes are to be issued, or if a new note representing any untendered outstanding restricted 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 outstanding restricted 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 outstanding restricted notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the outstanding restricted notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

        Any beneficial owner whose outstanding restricted notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender outstanding restricted notes should contact the holder promptly and instruct the holder to tender outstanding restricted notes on the beneficial owner's behalf. If the beneficial owner wishes to tender the outstanding restricted notes itself, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the outstanding restricted notes, either make appropriate arrangements to register ownership of the outstanding restricted 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 outstanding restricted 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



•

a 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 outstanding restricted 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, the tendered outstanding restricted 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 outstanding restricted 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

31

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 outstanding restricted 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 5:00 p.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 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or outstanding restricted notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for the holders.

        Book-Entry Transfer.    The exchange agent will make a request to establish an account with respect to the outstanding restricted notes at DTC for purposes of the exchange offer within two business days after the prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of outstanding restricted notes by causing DTC to transfer the outstanding restricted 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 outstanding restricted notes pursuant to the exchange offer, but time will not permit a letter of transmittal, the outstanding restricted 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 outstanding restricted notes are registered, the principal amount of the outstanding restricted notes being tendered and, if possible, the certificate numbers of the outstanding restricted 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 outstanding restricted 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 outstanding restricted 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 of the Letter of Transmittal

        The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

        The transferring party tendering outstanding restricted notes for exchange will be deemed to have exchanged, assigned and transferred the outstanding restricted notes to us and to have irrevocably constituted and appointed the exchange agent as the transferor's agent and attorney-in-fact to cause the outstanding restricted 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 outstanding restricted notes and to acquire exchange notes issuable upon the exchange of the

32

tendered outstanding restricted notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered outstanding restricted notes, free and clear of any and all liens, restrictions, other than restrictions on transfer, charges and encumbrances and that the 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 outstanding restricted notes. The transferor will be required to agree that acceptance of any tendered outstanding restricted notes by us and the issuance of exchange notes in exchange for tendered outstanding restricted 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 limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor and will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

        By tendering outstanding restricted notes and executing the letter of transmittal, the transferor will be required to certify 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 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 outstanding restricted 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 outstanding restricted notes where such outstanding restricted 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 exchange notes.

Withdrawal Rights

        Outstanding restricted 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 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 outstanding restricted notes to be withdrawn, the certificate numbers and principal amount of outstanding restricted notes to be withdrawn, that the holder is withdrawing its election to have such outstanding restricted notes exchanged and the name of the registered holder of the outstanding restricted notes. The notice 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 beneficial ownership of the outstanding restricted notes being withdrawn. The exchange agent will return the properly withdrawn outstanding restricted notes promptly following

33

receipt of notice of withdrawal. Properly withdrawn outstanding restricted notes may be retendered by following one of the procedures described under "—Procedures for Tendering Outstanding Restricted Notes" above at any time on or prior to the expiration date. If outstanding restricted 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 outstanding restricted notes and otherwise comply with the procedures of such facility. 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 Outstanding Restricted Notes for Exchange; Delivery of Exchange Notes

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of outstanding restricted 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 outstanding restricted 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 outstanding restricted notes for the purposes of receiving exchange notes from us and causing the outstanding restricted 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 outstanding restricted notes will be made by the exchange agent on the exchange date. Any outstanding restricted 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 outstanding restricted notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry procedures described above, the outstanding restricted notes will be credited to an account maintained by the holder with DTC for the outstanding restricted notes, as soon as practicable 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 outstanding restricted 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:

•

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 Securities and Exchange Commission:



—

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by 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 outstanding restricted notes pursuant to the exchange offer; or



•

the exchange offer violates any applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.

34

        We may waive any or all of these conditions at any time, in whole or in part, prior to the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

        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 outstanding restricted notes tendered, and no exchange notes will be issued in exchange for any outstanding restricted notes, if at that 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 the indenture under the Trust Indenture Act, as amended.

Exchange Agent

        The Bank 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 letter of transmittal or a notice of guaranteed delivery, should be directed to the exchange agent as follows:

By Registered or Certified Mail:	Facsimile Transmission Number: (For Eligible Institutions Only) (212) 298-1915	By Hand/Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit		The Bank of New York Corporate Trust Operations Reorganization Unit
101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe	To Confirm by Telephone or for: Information Call: (212) 815-6331	101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe

        Delivery of the 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 Bank of New York also acts as trustee under the indenture.

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 and are estimated at approximately $0.5 million.

        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 outstanding restricted notes in any jurisdiction in which the making of the exchange offer or the acceptance would not be in

35

compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to 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 outstanding restricted 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 outstanding restricted 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 outstanding restricted 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 outstanding restricted 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.

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, regulations, rulings and judicial decisions, in each case as in effect on the date of this prospectus, all of which are subject to change.

        The exchange of an outstanding restricted 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 outstanding restricted 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 outstanding restricted 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 outstanding restricted notes for exchange notes pursuant to the 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 outstanding restricted notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and

36

applicable state securities laws, holders of outstanding restricted notes who do not exchange outstanding restricted notes for exchange notes in the exchange offer will continue to be subject to the restrictions on transfer of the outstanding restricted notes. In general, the outstanding restricted notes may not be offered or sold unless such offers or sales are registered under the Securities Act, or exempt from, or not subject to, the Securities Act and applicable state securities laws.

        Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding restricted notes and the absence of similar restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding restricted notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding restricted notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding restricted notes, compared to the value of exchange notes.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the exchange notes. The outstanding restricted notes were issued at a price of 105.50% plus $3.2 million for interest accrued from August 15, 2004, the last interest payment date with respect to our outstanding unrestricted notes before the date on which the outstanding restricted notes were issued, through the date of issuance December 2, 2004, yielding an effective interest rate of 6.376%. The net proceeds from the sale of the outstanding restricted notes, after deduction of underwriting discounts and expenses and excluding the $3.2 million of interest accrued from August 15, 2004, were approximately $156 million, based upon an exchange rate of $1.1962 to US$1.00 on December 2, 2004. We used the net proceeds to reduce outstanding borrowings under our revolving credit facility. These borrowings accrued interest at a weighted average rate of 4% per year and were scheduled to mature in February 2007. The amounts repaid may be reborrowed.

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CAPITALIZATION

        The following table sets forth, as of March 31, 2005, our capitalization.

			As of March 31, 2005
			(in millions of Canadian dollars)
Cash and cash equivalents			$	23
Total debt:
	Revolving Credit Facility(a)			263
	71/4% Senior Notes due 2013(b)			816
	Other debt(c)			76
	Non-recourse joint venture debt(d)			199
	Redeemable preferred shares(e)			2
		Total debt		1,356
Shareholders' equity:
	Capital stock			265
	Retained earnings			780
	Cumulative translation			2
		Total shareholders' equity	$	1,047
		Total capitalization	$	2,403

(a)

As of March 31, 2005, we also had $7 million of letters of credit outstanding under this facility and $230 million of availability.

(b)

Amounts shown represent the Canadian dollar equivalent of (i) US$450 million aggregate principal amount of the 7¹/4% Senior Notes due 2013 that were issued in February 2003 and US$100 million aggregate principal amount of the 7¹/4% Senior Notes due 2013 that were issued in July 2003, which notes are not the subject of this exchange offer and (ii) US$125 million aggregate principal amount of the outstanding restricted notes, which are the subject of this exchange offer, in each case, based on an exchange rate of $1.2096 to US$1.00 on March 31, 2005.

(c)

Other debt principally includes $55 million of debt representing the balance of the purchase price of Dopaco, Inc. (estimated at US$45.5 million, payable in 2005), $8 million of capital lease obligations and other debts and $13 million representing unamortized premium received from the sale of US$100 million senior notes in July 2003 and from the sale of US$125 million of our outstanding restricted notes in December 2004.

(d)

Represents our proportionate interest in debt incurred by our 50%-owned joint ventures.

(e)

The redeemable preferred shares were issued by our subsidiary, Cascades Tissue Group—Pickering Inc., formerly known as Wood Wyant Inc. These redeemable preferred shares are classified as debt in our financial statements because they are mandatorily redeemable.

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EXCHANGE RATE DATA AND EXCHANGE CONTROLS

Exchange Rate Data

        The following tables sets forth information about exchange rates based upon the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. These rates are set forth as Canadian dollars per US$1.00.

	Year ended December 31,
	2000	2001	2002	2003	2004
Average for period	1.4855	1.5487	1.5704	1.4008	1.3017
Period end	1.4995	1.5925	1.5800	1.2923	1.2034

	2004	2005
	December	January	February	March	April	May
Average for period	1.2189	1.2248	1.2401	1.2160	1.2359	1.2555
Period end	1.2304	1.2396	1.2285	1.2094	1.2568	1.2512

        On June 6, 2005, the noon buying rate was $1.2447 per US$1.00.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures Regarding Market Risk" and note 20 to our audited consolidated financial statements, included elsewhere in this prospectus, for more information about our management of risks associated with foreign exchange.

Exchange Controls and Other Restrictions Applicable to the Notes

        There are no Canadian foreign exchange controls applicable to our outstanding securities or to the notes.

        The Investment Canada Act requires that a non-Canadian file notice with Investment Canada and in certain circumstances obtain governmental approval prior to acquiring control of a Canadian business. Otherwise, there are no limitations, under the laws of Canada or in our charter relating to the right of a non-Canadian to hold or vote our securities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following table presents selected historical consolidated financial information about us. The selected historical consolidated financial information as of December 31, 2003 and 2004 and for each of the fiscal years ended December 31, 2002, 2003 and 2004 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. The selected historical financial information as of December 31, 2000, 2001 and 2002 and for each of the fiscal years ended December 31, 2000, 2001 and 2002 has been derived from our audited consolidated financial statements, which are not included in this prospectus. The selected historical financial information as of March 31, 2005 and for the three months ended March 31, 2004 and 2005 has been derived from, and should be read together with, our unaudited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. The selected historical balance sheet information as of March 31, 2004 has been derived from our unaudited consolidated financial statements, which are not included in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in those results and financial position. Interim results and financial position are not necessarily indicative of the results and financial position that can be expected for a full year. All of the following historical consolidated financial information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations' Information presented 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, 2000, 2001, 2002, 2003 and 2004 and our unaudited consolidated financial statements as of and for the three months ended March 31, 2004 and 2005.

        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 24 to our audited consolidated financial statements, which are included elsewhere in this prospectus, for a description of material differences between U.S. GAAP and Canadian GAAP as they relate to our audited consolidated financial statements.

        Due to proportionate consolidation under Canadian GAAP, the financial results for the year ended December 31, 2004, include the impact of only four months of our ownership of 100% of Dopaco, while the first eight months include 50% of Dopaco's results.

41

		Year Ended December 31															Three Months Ended March 31,
		2000			2001			2002			2003			2004			2004			2005
		restated(a)(f)
		(in millions of Canadian dollars, except share and per share data and ratios)
Consolidated Statement of Earnings Data:
Sales(a)		$	2,614		$	2,752		$	3,118		$	2,995		$	3,254		$	763		$	843
Cost of sales (exclusive of depreciation shown below)(a)			2,058			2,133			2,414			2,463			2,691			640			702
Selling and administrative expenses			239			252			289			294			313			75			82
Impairment loss on property, plant and equipment			—			—			—			—			18			—			—
Loss (gain) on derivative financial commodity instruments			—			—			—			1			(2	)		(6	)		1
Unusual loss (gain)			1			(7	)		4			—			(4	)		—			(3	)
Depreciation and amortization			123			129			137			143			159			39			44
Operating income			193			245			274			94			79			15			17
Interest expense(b)			86			83			69			80			76			20			20
Unrealized loss on derivative financial instruments			—			—			—			—			—			—			1
Foreign exchange loss (gain) on long-term debt			10			14			—			(72	)		(18	)		6			2
Loss on long-term debt refinancing			—			—			—			22			1			—			—
Provision (recovery) for income taxes			42			46			60			10			2			(3	)		(2	)
Share of loss (earnings) of significantly influenced companies			(5	)		(3	)		(22	)		3			(2	)		(1	)		(1	)
Share of earnings (loss) attributable to non-controlling interests			3			—			1			—			—			—			—
Net earnings (loss) from continuing operations			57			105			166			51			20			(7	)		(3	)
Net earnings from assets held for sale			10			4			3			4			3			1			3
Net earnings (loss)		$	67		$	109		$	169		$	55		$	23			(6	)		—
Basic net earnings (loss) from continuing operations per common share		$	0.85		$	1.28		$	2.04		$	0.61		$	0.25		$	(0.09	)	$	(0.03	)
Net earnings (loss) per common share:
	Basic	$	1.00		$	1.33		$	2.07		$	0.66		$	0.28		$	(0.08	)		—
	Diluted	$	1.00		$	1.33		$	2.05		$	0.66		$	0.28		$	(0.08	)		—
Weighted average number of common shares outstanding during the year			66,902,210			80,927,164			81,482,507			81,720,379			81,678,884			81,734,786			81,350,647
Other Consolidated Financial Data:
Cash flows provided by (used in) operating activities		$	168		$	297		$	330		$	126		$	156		$	4		$	(59	)
Cash flows used in investing activities			(182	)		(265	)		(272	)		(165	)		(244	)		(35	)		(30	)
Cash flows provided by (used in) financing activities			37			(44	)		(54	)		31			93			33			67
Capital expenditures			145			121			128			121			129			19			25
Ratio of earnings to fixed charges(c)			2.0x			2.7x			3.6x			1.7x			1.2x			—			—

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Consolidated Balance Sheet Data (at end of period):
Cash and cash equivalents		$	41		$	31		$	38		$	27		$	30		$	29		$	23
Working capital			384			348			386			508			502			541			569
Property, plant and equipment			1,376			1,481			1,604			1,636			1,700			1,640			1,675
Total assets			2,627			2,733			2,959			2,927			3,144			2,970			3,181
Total debt(b)			1,213			1,204			1,195			1,153			1,273			1,212			1,356
Non-controlling interests			31			18			2			3			—			3			—
Net assets			766			870			1,065			1,056			1,059			1,045			1,047
Capital stock			260			260			268			264			265			264			265
Restricted Group Financial Data(d):
Sales(a)		$	1,995		$	2,116		$	2,407		$	2,240		$	2,388		$	536		$	660
Operating income (loss)			84			146			189			34			13			(3	)		(3	)
Net earnings (loss) from continuing operations									166			51			20			(7	)		(3	)
Net earnings from assets held for sale									3			4			3			1			3
Net earnings (loss)			67			109			169			55			23			(6	)		—
Cash and cash equivalents			21			25			24			15			22			19			15
Total assets			2,301			2,370			2,582			2,478			2,765			2,501			2,796
Total debt(b)			1,019			992			977			927			1,076			979			1,157
Shareholders' equity			766			870			1,065			1,056			1,059			1,045			1,047
Capital expenditures			98			68			97			86			89			14			21
Cash flows provided by (used in) operating activities			53			227			268			84			101			7			(58	)
Cash flows used in investing activities			(125	)		(175	)		(214	)		(121	)		(176	)		(29	)		(30	)
Cash flows provided by (used in) financing activities			76			(50	)		(57	)		29			83			26			66
U.S. GAAP Consolidated Financial and Other Data:
Sales		$	2,614		$	2,752		$	3,118		$	2,995			3,254
Net earnings			61			104			173			60			16
Cash and cash equivalents			41			31			38			27			30
Total assets			2,686			2,790			3,014			3,003			3,213
Total debt			1,135			1,137			1,139			1,153			1,273
Mandatorily redeemable preferred shares			78			67			56			4			2
Convertible preferred shares(e)			6			6			6			—			—
Shareholders' equity			801			898			1,090			1,103			1,101
Cash flows provided by operating activities			172			301			334			127			156
Basic net earnings under U.S. GAAP from continuing operation per common share		$	0.76		$	1.22		$	2.08		$	0.68		$	0.17
Net earnings per common share:
	Basic	$	0.91		$	1.27		$	2.11		$	0.73		$	0.20
	Diluted	$	0.91		$	1.27		$	2.09		$	0.73		$	0.20
Cash dividends
	Common Shares		(7	)		(9	)		(10	)		(13	)		(13	)
	Preferred Shares		—			(1	)		(1	)		(1	)		—
Ratio of earnings to fixed charges(c)			2.3	x		2.6	x		3.9	x		1.9	x		1.2	x

(a)

On January 1, 2004, we adopted the new CICA section 1100 and 1400 and reclassified cost of delivery, which previously had been subtracted from sales, as cost of sales. As a result, the prior-year results were restated.

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(b)

Under Canadian GAAP, the mandatorily redeemable preferred shares issued by our subsidiaries, Cascades Boxboard Group Inc. and Cascades Tissue Group—Pickering Inc., are classified as debt in our financial statements and dividends on those shares are included in interest expense. During 2003, we repurchased all of the outstanding preferred shares issued by Cascades Boxboard Group Inc. Capital lease obligations are also classified as debt.

(c)

For the purposes of calculating the ratio of earnings to fixed charges, "earnings" represents earnings before income taxes plus fixed charges. "Fixed charges" consist of interest expense and capitalized interest, amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest, as well as dividends on the preferred shares issued by two of our subsidiaries, Cascades Boxboard Group Inc. and Cascades Tissue Group—Pickering Inc. For the three months ended March 31, 2004 and 2005, earnings were insufficient to cover fixed charges by $11 million and $6 million, respectively.

(d)

Restricted group financial data represents financial results, calculated in accordance with Canadian GAAP except for Operating Income before Depreciation and Amortization and the ratios, for Cascades Inc. and those subsidiaries that will be "restricted" under the indenture governing the notes. The restricted group financial data includes data of subsidiaries that will not guarantee the notes but that will be part of the restricted group for purposes of the indenture. We have included the restricted group financial information because we believe it provides investors with 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 indenture. For further information on guarantor and non-guarantor subsidiaries, see note 25 to our audited consolidated financial statements, included elsewhere in this prospectus.

(e)

Represents Class B preferred shares issued by our subsidiary, Cascades Boxboard Group Inc., that were repurchased on May 23, 2003.

(f)

During the fourth quarter of 2004, we initiated a divestiture plan for our distribution assets in the Fine Papers and Tissue Papers segments. Consequently, the assets, liabilities, earnings and cash flows of the distribution activities have been reclassified as assets held for sale for the years presented above. Financial information relating to these assets held for sale is as follows:

	Year Ended December 31,															Three Months Ended March 31,
	2000			2001			2002			2003			2004			2004(1)			2005
	(in millions of dollars, except amounts per share)
Condensed balance sheet
Current assets		105			92			109			126			126			126			116
Long-term assets		9			8			7			12			9			9			5
Current liabilities		20			20			21			31			29			29			23
Condensed statement of earnings
Sales		417			465			473			454			438			107			113
Depreciation and amortization		2			3			2			2			2			1			—
Operating income, including gain on disposal		20			10			7			11			7			2			5
Interest expense		3			3			3			3			3			—			1
Provision for income taxes		7			3			1			4			1			1			1
Net earnings, including gain on disposal, from assets held for sale		10			4			3			4			3			1			3
Net earnings, including gain on disposal, per share from assets held for sale	$	0.15		$	0.05		$	0.03		$	0.05		$	0.03		$	0.01		$	0.03
Condensed statement of cash flows
Cash flow from operating activities		1			17			(5	)		14			1			(7	)		(4	)
Cash flow from investing activities		(3	)		(1	)		(5	)		(1	)		(1	)		—			14
Cash flow from financing activities		2			(16	)		10			(13	)		—			7			4

(1)

As at December 31, 2004 for the condensed balance sheet items.

44

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION
AND OPERATING RESULTS

The following discussion should be read in conjunction with the financial statements and the accompanying notes included elsewhere in this prospectus. The following discussion contains forward-looking statements, which reflect the expectations, beliefs, plans and objectives of management about future financial performance and assumptions underlying our judgments concerning the matters discussed below. These statements, accordingly, involve estimates, assumptions, judgments and uncertainties. In particular, this pertains to management's comments on financial resources, capital spending and the outlook for our business. Our actual results could differ from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in "Risk Factors."

        The financial information included in the following discussion includes certain measures that are not measures of performance under Canadian GAAP (non-GAAP measures) or U.S. GAAP. For more information refer to footnotes (c) and (e) on pages 13 and 14 and to additional information on non-GAAP measures on page 73.

The Company

        We are a diversified producer of packaging products, tissue paper and fine papers with operations in Canada, the United States and Europe. We have leading market positions for many of our products in North America and are one of the foremost producers of coated boxboard in Europe.

        Although we believe that our product, integration level, market and geographical diversification help to mitigate the adverse effects of industry conditions, the markets for some of our products are highly cyclical. These markets are heavily influenced by changes in the North American and global economies, industry capacity and inventory levels maintained by customers, all of which affect selling prices and profitability. We are also affected by the variation of the Canadian dollar against the U.S. dollar and the euro.

Assets held for sale

        During the fourth quarter of 2004, we initiated a divestiture plan for our distribution assets in the Fine Papers and Tissue Papers segments. Consequently, the assets, liabilities, earnings and cash flows of the distribution activities have been reclassified as assets held for sale for the current year and for all comparative periods as assets held for sale. Financial information relating to these assets held for sale is as follows:

	Q1 2005	Q1 2004(1)	2004	2003	2002
	(in millions of dollars, except amounts per share)
Condensed balance sheet
Current assets	116	126	126	126
Long-term assets	5	9	9	12
Current liabilities	23	29	29	31
Condensed statement of earnings
Sales	113	107	438	454	473
Depreciation and amortization	—	1	2	2	2
Operating income, including gain on disposal	5	2	7	11	7
Interest expense	1	—	3	3	3
Provision for income taxes	1	1	1	4	1
Net earnings, including gain on disposal, from assets held for sale	3	1	3	4	3
Net earnings per share, including gain disposal, from assets held for sale	0.03	0.01	0.03	0.05	0.03

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Condensed statement of cash flows
Cash flow from operating activities	(4	)	(7	)	1		14		(5	)
Cash flow from investing activities	14		—		(1	)	(1	)	(5	)
Cash flow from financing activities	4		7		—		(13	)	10

(1)

As at December 31, 2004 for the condensed balance sheet items

        During the first quarter of 2005, we completed the sale of our distribution activities of the tissue paper segment for a total net consideration after the retention of liabilities of $15.7 million. The disposal of the net assets resulted in a gain of $1.2 million before income taxes of $0.5 million.

Overview

        In the first quarter of 2005, sales increased by 10% and operating income was 13% higher than in the first quarter of 2004. Combined with recent business acquisitions and an improved economy, shipments and pricing for our products were higher in the first quarter of 2005 compared to the first quarter of 2004 in most operating business sectors. This was, however, partially offset by the 7.4% strengthening of the Canadian dollar against the U.S. dollar, when compared with the same period in 2004.

        In 2004, sales increased by 9% and operating income was 16% lower than 2003. However, if we exclude certain specific items operating income decreased by only 3%. See additional information on non-GAAP measures on page 73 for an explanation of specific items which are excluded. Due to recent business acquisitions and an improved economy, our shipments and pricing for our products were higher in most operating business sectors. This was, however, more than offset by the 7.6% strengthening of the Canadian dollar against the U.S. dollar, when compared with 2003.

        The following table shows the historical movement of average benchmark list prices for some of our key products:

		Q1-2005	2004	2003	2002	2001	2000
Benchmark product
Packaging (US$/short ton)
	Recycled boxboard-20-pt. clay coated	715	686	653	584	595	598
	Linerboard-unbleached kraft, 42 lb.-Eastern U.S.	500	468	421	424	444	467
Tissue papers (index 1999 = 1,000)		1,287	1,189	1,131	1,140	1,099	1,064
Fine papers (US$/short ton)
	Uncoated fine paper-offset, 50 lb. rolls	733	676	634	692	719	756
	Coated fine paper-No. 3 grade, 60 lb. rolls	870	808	795	767	853	958

Source: Cascades based on industry sources. Tissue papers index represents a mix of primary and converted products.

        Recycled and virgin fibers are the primary raw materials used in the manufacture of our products and represent the highest production cost. List prices for these raw materials fluctuate considerably and are heavily influenced by economic conditions and foreign demand. The following table shows the

46

historical movement of average benchmark list prices, listed in U.S. dollars, for some of the grades of recycled paper and virgin pulp used in the manufacturing process:

		Q1-2005	2004	2003	2002	2001	2000
Benchmark product
Recycled paper (US$/short ton)
	Old corrugated containers	88	82	60	63	34	74
	Sorted office papers	116	122	110	99	78	141
Virgin pulp (US$/metric tonne)
	Northern bleached softwood kraft-Eastern U.S.	670	640	553	491	558	685

Source: Cascades based on industry sources.

First quarter of 2005, compared with first quarter of 2004

        Sales. Sales increased by $80 million, or 10%, to $843 million for the first quarter of 2005, versus $763 million for the first quarter of 2004.

        Net business acquisitions over the last twelve months contributed $67 million in sales during the first quarter of 2005. On August 24, 2004, we increased our participation from 50% to 100% in Dopaco Inc. Consequently, our results were consolidated proportionately between October 1, 2003 and August 24, 2004 and have been fully consolidated since that date. Giving effect to this treatment, Dopaco contributed an additional $53 million to sales for the first quarter of 2005 compared to the first quarter of 2004. In addition, the other businesses acquired in 2004 contributed an additional $14 million in sales during the the first quarter of 2005.

        Following input cost increases throughout 2004, the net average selling prices were higher in most business segments in the first quarter of 2005 compared to the first quarter of 2004 except for our European boxboard operations. These prices increases more than offset the negative effects on sales of the strengthening of the Canadian dollar against the U.S. dollar in comparison with the same period in 2004. As for the European boxboard operations, their average selling price declined approximately 10 euro per ton and the euro decreased 2% against the Canadian dollar in the first quarter of 2005 compared to the first quarter of 2004. The price reduction was mainly due to overcapacity on the European market resulting from lower exports to Asia. This price reduction had a negative effect of $5 million on sales.

        The appreciation of the Canadian dollar against the U.S. dollar has had a direct impact on export prices and on Canadian dollar prices in the domestic market, as several of our products are priced in U.S. dollars. It also limited the impact of the increases of U.S. dollar pricing. Overall, shipments in the first quarter of 2005 were similar compared with the first quarter of 2004 with the exception of the packaging segment's North-American boxboard mills due to a change in its product mix and customer portfolio and also lower efficiencies at its recycled mills.

        Operating income before depreciation and amortization. We generated operating income before depreciation and amortization of $61 million for the first quarter of 2005, compared with $54 million for the first quarter of 2004. Operating income before depreciation and amortization margin remained stable at 7.2% in the first quarter of 2005, compared with 7.1% for the corresponding period in 2004. Operating income before depreciation and amortization for first quarter of 2005 includes a $4 million gain related to the disposition of a building by a joint-venture company, a $1 million impairment loss on an investment in a significantly influenced company of a joint venture and a $1 million unrealized loss on derivative commodity instruments of certain swap contracts entered into by a joint-venture company. Excluding these specific items, the operating income before depreciation and amortization increased by 20% to $59 million in the first quarter of 2005 from $49 million in the first quarter of 2004.

        Higher prices and contributions from the business acquisitions realized over the last twelve months more than offset the negative impact of higher fiber, energy and transportation costs. However, one of the most important factors was the strengthening of the Canadian dollar combined with the pricing of

47

several of our Canadian products in U.S. dollars, which impacted negatively on our operating income before depreciation and amortization by approximately $13 million in the first quarter of 2005.

        In general, prices for our primary raw materials increased in the first quarter of 2005, compared with the first quarter of 2004 but our costs were positively offset by a stronger Canadian dollar. The monthly U.S. dollar denominated average list price for old corrugated containers (OCC), mostly used by our Containerboard Group, increased by approximately 14% in the first quarter of 2005 when compared with the first quarter of 2004. The monthly U.S. dollar denominated average list price for sorted office papers (SOP), primarily used by our Tissue Paper and Boxboard Groups, was 7% higher, while the price of Northern Bleached Softwood Kraft Pulp (NBSK) mainly used by our Fine Papers Group, increased by 12% during the same period.

        As for natural gas, the pricing reference increased slightly in the first quarter of 2005 by 4% in Canada and by 10% in the United States when compared to the first quarter of 2004.

OIBD Variance Analysis

(in millions of dollars)			Packaging		Tissue Papers		Fine Papers		Corporate		Assets held for sale		Consolidated
OIBD for the first quarter of 2004			45		18		(3	)	(3	)	(3	)	54
	Positive (negative) impact from:
		Sales volume	1		—		2		—		(1	)	2
		Selling price	9		12		8		—		(2	)	27
		Raw materials	3		(4	)	(4	)	—		—		(5	)
		Variation of the Canadian dollar(1)	(11	)	(2	)	(2	)	—		2		(13	)
		Cost improvement and efficiencies	—		(4	)	(3	)	(1	)	—		(8	)
		Business acquisitions	7		—		—		—		—		7
OIBD excluding specific items			54		20		(2	)	(4	)	(4	)	64
	Specific items		(3	)	1		—		—		(1	)	(3	)
OIBD for the first quarter of 2005			51		21		(2	)	(4	)	(5	)	61

(1)

Foreign exchange impact is based on our national and export sales less purchases that are impacted by the $Can/$US variation.

Depreciation and amortization. Depreciation and amortization increased to $44 million in the first quarter of 2005, from $39 million for the corresponding period of 2004, primarily as a result of recent business acquisitions and capital expenditures.

        Operating income. As a result of the above, operating income for the first quarter of 2005 increased by 13% to $17 million, compared with $15 million for the same period in 2004. Operating margins remained stable at 2.0%.

        Excluding specific items, operating income for the quarter stood at $15 million for the first quarter of 2005, compared with $10 million for the same period in 2004. Operating margins increased from 1.3% in the first quarter of 2004 to 1.8% in the first quarter of 2005.

        Interest expense. Interest expense remained stable at $20 million. The amount of debt outstanding has increased for the first quarter of 2005 when compared to the first quarter of 2004 but the strengthening of the Canadian dollar contributed to reducing the interest expense on our US-denominated debts.

        Swap agreement. During the first quarter of 2005, we entered into an interest rate swap agreement for a notional amount of US$125 million maturing in 2013 in relation to our 7.25% unsecured senior notes. As a result of this agreement, the effective interest rate on the notes went from a fixed rate of 7.25% to an average variable rate of 5.53%. As this instrument is not designated as a hedge, its fair value was recorded in earnings for the first quarter of 2005, representing an unrealized loss of $0.7 million.

48

        Foreign exchange loss on long-term debt. In the first quarter of 2005, we recorded a foreign exchange loss of $2 million on our own and our joint venture US-denominated debts, as the Canadian dollar declined from $0.831 against the U.S. dollar as at December 31, 2004 to $0.827 as at March 31, 2005. This compares with a loss of $6 million in the first quarter of 2004. This loss had no impact on our liquidity.

        Provision for income taxes. The income tax recovery for the first quarter of 2005, due to losses realized by Cascades Canada Inc., amounted to $2 million, representing an effective tax rate of 33%. Excluding the impact of specific items, the tax rate would have been approximately 30%.

        Net earnings (loss). As a result of the foregoing factors, net earnings increased by $6 million to nil for the first quarter of 2005, versus a net loss of $6 million, or $0.08 per share, for the same period in 2004.

        Net loss excluding specific items for the first quarter of 2005, amounted to $1 million, or $0.01 per share, compared with a loss of $5 million or, $0.07 per share, in the first quarter of 2004.

Segment Information

			For the first quarter of
			2005		2004		2005		2004
			As reported				Excluding specific items(1)
			(in millions of dollars)
Sales (amount net of eliminations)
		Packaging	603		536
		Tissue Papers	178		168
		Fine Papers	175		166
		Assets held for sale	(113	)	(107	)
			843		763
Operating income (loss) before depreciation and amortization "OIBD"(1)
	Packaging		51		45		49		40
	Tissue Papers		21		18		20		18
	Fine Papers		(2	)	(3	)	(2	)	(3	)
	Corporate		(4	)	(3	)	(4	)	(3	)
	Assets held for sale		(5	)	(3	)	(4	)	(3	)
			61		54		59		49

(1)

See the supplemental information on non-GAAP measures on page 73.

		For the first quarter of
Shipments		2005		2004
Manufacturing (in thousands of short tons)
	Packaging products(2)		439		442
	Tissue papers		99		96
	Fine Papers		68		65
			606		603
Currency—average rate
	$Can vs $U.S.	$	0.815	$	0.759
	$U.S. vs $Can	$	1.227	$	1.318
	Euro vs $Can	$	1.608	$	1.649

(2)

Packaging includes paper mill shipments from the Specialty Products Group.

49

Segment Analysis

		Sales				OIBD				Shipments				Average selling price
		(in millions of dollars)								(in thousands)(3)				(in dollars/unit)
Packaging		2005		2004		2005	% sales	2004	% sales	2005		2004		2005	2004
Boxboard
	Manufacturing—North America	57		62		—	—	—	—	78 st		86 st		726	718
	Manufacturing—Europe	119		119		5	4.2	7	5.9	135 st		130 st		882	919
	Converting	163		112		15	9.2	8	7.1	4,762 carton		2,664 carton
	Others and eliminations	(2	)	3		—	—	2	—
		337		296		20	5.9	17	5.7
Containerboard(1)
	Manufacturing	87		78		6	6.9	7	9.0	179 st		179 st		483	434
	Converting	119		110		14	11.8	11	10.0	1,630 msf		1,630 msf		73	68
	Others and eliminations	(46	)	(42	)	2	—	2	—
		160		146		22	13.8	20	13.7
Specialty products		127		119		9	7.1	8	6.7	47 st	(2)	47 st	(2)
Eliminations		(10	)	(10	)	—	—	—	—
		614		551		51	8.3	45	8.2	439 st		442 st

(1)

Our containerboard business consists entirely of its 50% share of the results of Norampac Inc., a joint venture.

(2)

Consists of the paper manufacturing shipments only.

(3)

Shipments are expressed in short tons (st), metric square feet (msf) or cartons.

        Sales of the Packaging products segment increased by $63 million, or 11%, to $614 million for the first quarter of 2005, compared with $551 million for the same period in 2004. The additional contribution of new businesses acquired during the last twelve months combined with price increases in the containerboard sector more than offset lower realized prices in the boxboard sector and mitigated the impact on general pricing caused by the appreciation of the Canadian dollar against the U.S. dollar in the first quarter of 2005.

        Sales for the Boxboard Group increased by $41 million, or 14%, to $337 million for the first quarter of 2005, compared with $296 million for the same period in 2004. Excluding Dopaco's additional contribution of $53 million in sales, sales decreased by $12 million, or 4%, in the first quarter of 2005 due to lower shipments by our manufacturing mills and as a result of the work stoppage at the Fjordcell Kraft pulp mill, which began in November 2004 and which was resolved on May 6, 2005. Over the course of the first quarter of 2005 shipments by our manufacturing mills in North America decreased by approximately 9% compared to the first quarter of 2004, due to a change in product mix and customer portfolio and lower efficiencies at our recycled mills. Shipments increased by approximately 4% in the first quarter of 2005 in Europe due to lower downtime compared with the first quarter of 2004. In addition, net selling prices in North America increased during the first quarter of 2005 but were affected by the strengthening of the Canadian dollar against the U.S. dollar. In Europe, average selling prices in euros decreased by 2% in the first quarter of 2005 resulting from difficult conditions in the European board market due to overcapacity following lower export to Asia.

        Sales for the Containerboard Group increased by $14 million, or 9%, to $160 million for the first quarter of 2005, compared with $146 million for the same period in 2004. The combined impact of the acquisition of the Thompson (Connecticut) converting plant in April 2004 and the Lancaster (New-York) converting plant in August 2004 contributed $5 million of additional sales in the first quarter of 2005. Containerboard shipments remained flat over the first quarter of 2005 compared to the same period in 2004 but average selling prices increased 11% in the first quarter of 2005 in the manufacturing sector.

50

        Shipments of corrugated products remained stable in the first quarter of 2005 compared with the first quarter of 2004, mainly due to acquisitions. Also, market conditions allowed for the gradual implementation throughout 2004 of certain price increases that more than offset the negative impact of a stronger Canadian dollar against the U.S. dollar. Average selling prices increased 7% in the first quarter of 2005 compared to the first quarter of 2004. This sector's North-American integration level, reflecting the percentage of the containerboard's mills production sold internally to the company's own box or sheet plants, decreased to 59% in the first quarter of 2005, compared with 64% in the first quarter of 2004 mostly due to market-related downtime taken in the first quarter of 2004.

        The acquisition of the remaining 50% participation in the Greenfield pulp mill in France completed in the second quarter of 2004, was the main reason Specialty Products Group sales increased by $8 million, or 7%, to $127 million for the first quarter of 2005, compared with $119 million for the same period in 2004. Most of our facilities performed as expected by management during the first quarter of 2005 except for our Kraft paper mill in East Angus. This mill had lower shipments than expected by management and was negatively impacted by the strengthening of the Canadian dollar against the U.S. dollar because the mill exports the majority of its products to the United States. However, this group benefited from a stronger contribution from its de-inked pulp mills as a result of recent prices increases.

        Operating income before depreciation and amortization for the Packaging Products segment was $51 million for the first quarter of 2005, compared with $45 million for the same period in 2004. Operating income before depreciation and amortization for the first quarter of 2005 includes a $4 million gain related to the disposition of a building by a joint-venture company, a $1 million impairment loss on an investment in a significantly influenced company of a joint venture and a $1 million unrealized loss on derivative commodity instruments of certain swap contracts entered into by a joint-venture company. Excluding these specific items, the operating income before depreciation and amortization increased by 22% to $49 million in the first quarter of 2005 from $40 million in the first quarter of 2004. The increase of $9 million is mainly due to price increases realized in the containerboard sector and the full consolidation of the results of Dopaco since August 24, 2004. This improvement was also offset by approximately $11 million due to the strengthening of the Canadian dollar against the U.S. dollar.

		Sales				OIBD				Shipments		Average selling price
		(in millions of dollars)								(in thousands)(1)		(in dollars/unit)
		2005		2004		2005	% sales	2004	% sales	2005	2004	2005	2004
Tissue Papers
	Manufacturing & converting	167		154		19	11.4	18	11.7	99st	96st	1,585	1,497
	Distribution	22		21		2	9.1	—	—
	Eliminations	(9	)	(7	)	—	—	—	—
		180		168		21	11.7	18	10.7

(1)

Shipments are expressed in short tons (st).

        Sales of the Tissue Group increased by $12 million, or 7%, to $180 million for the first quarter of 2005, compared with $168 million for the same period in 2004. Average net realized prices were 6% higher during the first quarter of 2005, in comparison with the corresponding period in 2004, as a result of price increases implemented after the first quarter of 2004 and the beginning of 2005. Shipments increased by 3% in the first quarter of 2005, caused in part by the start-up of the new Memphis mill in the fourth quarter of 2004. The integration rate (i.e. converted products sold vs. parent rolls) increased from 57% for the first quarter of 2004 to 60% in the same period in 2005.

        The Tissue Group generated operating income before depreciation and amortization of $21 million for the first quarter of 2005 compared with $18 million in the first quarter of 2004. Higher volumes and higher net realized selling prices in the first quarter of 2005 in comparison to the same period in 2004 more than compensated for higher average waste paper, energy and freight costs and the negative impact on average selling prices resulting from the strengthening of the Canadian dollar in the first

51

quarter of 2005 in comparison to the same period in 2004. This strengthening of the Canadian dollar had a negative impact of approximately $2 million for the first quarter of 2005. Operating income before depreciation and amortization in the first quarter of 2005 was also negatively affected by approximately $2 million due to the start-up of the new Memphis mill and new converting plants in Arizona and Calgary. Operating income before depreciation and amortization for the first quarter 2005 also includes a $1 million gain related to the disposition of the distribution activities that occurred on March 31, 2005 for net consideration, after retention of liabilities, of $15.7 million.

	Sales				OIBD								Shipments		Average selling price
	(in millions of dollars)												(in thousands)(1)		(in dollars/unit)
Fine Papers	2005		2004		2005		% sales		2004		% sales		2005	2004	2005	2004
Manufacturing	88		83		(5	)	(5.7	)	(5	)	(6.0	)	68 st	65 st	1,142	1,119
Distribution	107		100		3		2.8		2		2.0
Eliminations	(17	)	(15	)	—		—		—		—
	178		168		(2	)	(1.1	)	(3	)	(1.8	)

(1)

Shipments are expressed in short tons (st).

        Sales of the Fine Papers Group increased by $10 million, or 6%, to $178 million for the first quarter of 2005, compared with $168 million for the same period in 2004. The pricing of our products increased in the second half of 2004 due to better market conditions and higher operating levels in the coated and uncoated paper markets. However, these price increases were negatively affected by the strengthening of the Canadian dollar against the U.S. dollar. Shipments increased 4.5% in the first quarter of 2005 when compared with the same period in 2004 as our production units took less downtime due to the better demand and pricing of our products. The distribution division, Cascades Resources, an asset held for sale, contributed total sales of $107 million during the first quarter of 2005, compared with $100 million for the same period in 2004. Cascades Resources shipments of paper products were 15% higher in the first quarter of 2005 compared with the same period in 2004 but the resale price per ton decreased 6% in the first quarter of 2005 as compared with the same period in 2004.

        We had an operating loss before depreciation and amortization for the Fine Papers Group of $2 million for the first quarter of 2005, compared with a loss of $3 million for the same period in 2004. Better volume and selling prices in the first quarter of 2005, which were affected by the increase the cost of market pulp, contributed to this improvement. Even with better volume and pricing the St-Jérôme uncoated paper mill was affected by the longer than expected start-up of certain new equipment installed on its largest paper machine and of the bio-gas project. Better volume in the distribution division also contributed to profitability while the strengthening of the Canadian dollar negatively impacted profitability by approximately $2 million during the first quarter of 2005 compared with the same period in 2004.

Year ended December 31, 2004, compared with year ended December 31, 2003

        Sales.    Sales increased by $259 million, or 8.6%, to $3.3 billion for the year, versus $3.0 billion for 2003.

        Net business acquisitions over the last 12 months contributed $276 million in sales during the year. On October 1, 2003, we increased our participation in Dopaco Inc. to 50%. Dopaco is a leading North-American provider of packaging solutions for the quick-service restaurant industry. Prior to this increase in participation, this investment was accounted for using the equity method. On August 24, 2004, we further increased our participation to 100%. Consequently, Dopaco's results were consolidated proportionately between October 1, 2003, and August 24, 2004, and have been fully consolidated since that date. Given this treatment, the total contribution of Dopaco is $208 million of additional sales for 2004 compared with 2003.

52

In addition, the acquisition of Scierie P.H. Lemay Ltee, completed in December 2003 and the other businesses acquired in 2004 contributed an additional $68 million of sales during the year.

        Net average realized selling prices were weaker in the Boxboard and Fine Papers segments. This was a reflection of the 7.6% strengthening of the Canadian dollar against the U.S. dollar in comparison with 2003, and also due to the fact that North American Boxboard list prices only started their upward trend in the second half of 2004 and that their implementation was not immediate due to difficult market conditions. As for the European boxboard operations, their average selling price declined approximately 30 euros per ton as compared to 2003. In the Fine Papers segment, the uncoated and coated average price declined during the first six months of 2004 but then increased by more than US$100 per ton by the end of 2004 which was offset in part by the stronger Canadian dollar.

        The appreciation of the Canadian dollar has had a direct impact on export prices, but has also contributed to reducing Canadian dollar prices in the domestic market, as several of our product lines are priced in U.S. dollars. Overall, shipments were better compared with 2003, generally reflecting better economic conditions, with the exception of the packaging segment's North-American boxboard mills due to difficult market conditions and lower efficiencies in its recycled mills.

        Operating income before depreciation and amortization.    We generated operating income before depreciation and amortization of $238 million for the year, compared with $237 million for 2003. Operating income before depreciation and amortization margin decreased to 7.3% for the year, compared with 7.9% for the corresponding period in 2003. Operating income before depreciation and amortization for 2004 includes a $4 million gain related to the disposition of assets in the Specialty Products Group, a $2 million unrealized gain on derivative financial instruments of certain commodity swap contracts entered into by a joint-venture company and a $18 million impairment loss related to the property, plant and equipment of one of our de-inked pulp mills located in Cap-de-la-Madeleine, Québec, which was temporarily closed in March 2003. We decided to permanently shut-down this facility. Excluding these specific items, the operating income before depreciation and amortization increased by 5% to $250 million from $237 million in 2003.

        Business acquisitions realized over the last 12 months contributed $32 million to this increase. Despite higher volumes, selling prices and improvement in cost and efficiencies, the higher cost of fiber negatively affected operating income before depreciation and amortization margins. However, the most important factor was the strengthening of the Canadian dollar combined with the pricing of several of our Canadian products in U.S. dollars which impacted negatively our operating income before depreciation and amortization by approximately $63 million.

        In general, prices for our primary raw materials increased, compared with 2003 but our costs were positively offset, in part, by a stronger Canadian dollar. The monthly U.S. dollar denominated average list price for old corrugated containers (OCC), mostly used by our Containerboard Group, increased by

53

approximately 37% when compared with 2003. The monthly U.S. dollar denominated average list price for sorted office papers (SOP), primarily used by our Tissue Paper and Boxboard Groups, was 11% higher, while the price of Northern Bleached Softwood Kraft Pulp (NBSK), mainly used by our Fine Papers Group, increased by 16% during the same period.

        As for natural gas, the pricing reference decreased slightly by 3% in Canada and increased by 13% in the United States when compared to 2003.

OIBD Variance Analysis. The below table shows the major items that impacted operating income before depreciation and amortization.

			Packaging		Tissue Papers		Fine Papers		Corporate		Assets held for sale		Consolidated
			(in millions of dollars)
OIBD for the year ended December 31, 2003			174		73		6		(3	)	(13	)	237
	Positive (negative) impact from:
		Sales volume	—		19		—		—		—		19
		Selling price	9		8		3		(4	)	—		16
		Raw materials	(8	)	(23	)	(15	)	—		—		(46	)
		Variation of the Canadian dollar(1)	(54	)	(10	)	(7	)	4		4		(63	)
		Cost improvement and efficiencies	37		9		10		(1	)	—		55
		Business acquisitions	32		—		—		—		—		32
OIBD excluding specific items(2)			190		76		(3	)	(4	)	(9	)	250
	Specific items(2)		(12	)	—		—		—		—		(12	)
OIBD for the year ended December 31, 2004			178		76		(3	)	(4	)	(9	)	238

(1)

Foreign exchange impact is based on our national and export sales less purchases that are impacted by the $Can/$US variation.

(2)

See additional information on non-GAAP measures on page 73 for an explanation of specific items which are excluded.

        Depreciation and amortization.    Depreciation and amortization increased to $159 million in 2004, from $143 million for the corresponding period of 2003, primarily as a result of recent business acquisitions.

        Operating income.    As a result of the above, operating income for the year decreased by 16% to $79 million, compared with $94 million for the same period in 2003. Operating margins decreased from 3.1% in 2003 to 2.4% in 2004.

        Excluding specific items, operating income for the year stood at $91 million, compared with $94 million for the same period in 2003. Operating margins decreased from 3.1% in 2003 to 2.8% in 2004.

        Interest expense.    Interest expense decreased by $4 million, to $76 million for 2004, compared with $80 million for the same period in 2003. The strengthening of the Canadian dollar contributed to reducing the interest expense on our U.S.-denominated debts.

        Foreign exchange gain on long-term debt.    In 2004, we recorded a foreign exchange gain of $18 million on our own and our joint venture U.S.-denominated debts, as the Canadian dollar went from $0.774 against the US dollar as at December 31, 2003, to $0.831 as at December 31, 2004. This compares with a gain of $72 million in 2003. This gain had no impact on our liquidity.

        Provision for income taxes.    The income tax provision for the year ended December 31, 2004, amounted to $2 million, representing an effective tax rate of 10%. Excluding the impact of specific items, the tax rate would have been approximately 25%.

        Net earnings.    As a result of the foregoing factors, net earnings decreased by $32 million to $23 million, or $0.28 per share for 2004, versus net earnings of $55 million, or $0.66 per share, for the same period in 2003.

        Net earnings excluding specific items for 2004, remained flat at $16 million, or $0.20 per share, compared with $16 million or $0.19 in 2003.

54

Segment Information

		For the years ended December 31,
		2004		2003		2004		2003
		As reported				Excluding specific items(1)
		(in millions of dollars)
Sales (amount net of eliminations)
	Packaging	2,274		2,040
	Tissue Papers	714		684
	Fine Papers	704		725
	Assets held for sale	(438	)	(454	)
		3,254		2,995
Operating income before depreciation and amortization "OIBD"
	Packaging	178		174		190		174
	Tissue Papers	76		73		76		73
	Fine Papers	(3	)	6		(3	)	6
	Corporate	(4	)	(3	)	(4	)	(3	)
	Assets held for sale	(9	)	(13	)	(9	)	(13	)
		238		237		250		237

(1)

See the additional information on non-GAAP measures on page 73.

		For the years ended December 31,
		2004		2003
Shipments
Manufacturing (in thousands of short tons)
	Packaging products		1,770		1,767
	Tissue Papers		399		368
	Fine Papers		289		279
			2,458		2,414
Converted products
	Packaging/Boxboard (in thousands of folding cartons)		13,988		4,402
	Packaging/Containerboard (million square feet)		6,802		6,699
	Tissue (in thousands of short tons)(1)		244		218
Currency-average rate
	$Can vs $U.S.	$	0.768	$	0.714
	$U.S. vs $Can	$	1.301	$	1.401
	Euro vs $Can	$	1.617	$	1.582

(1)

Converted tissue products are also included in manufacturing shipments.

55

Segment Analysis

			Sales				OIBD				Shipments				Average selling price
			(in millions of dollars)												(in dollars/unit)
								% sales		% sales	(in thousands)(1)
			2004		2003		2004		2003		2004		2003		2004	2003
Packaging
	Boxboard Manufacturing—North America		241		272		—	—	14	5.1	336 st		363 st		717	749
		Manufacturing—Europe	464		455		19	4.1	23	5.1	521 st		493 st		889	923
	Converting		513		292		45	8.8	15	5.1	13,988 carton		4,402 carton
	Others and eliminations		13		7		3	—	3	—
			1,231		1,026		67	5.4	55	5.4
Containerboard(2)
	Manufacturing		344		340		25	7.3	18	5.3	718 st		721 st		479	470
	Converting		489		480		54	11.0	52	10.8	6,802 msf		6,699 msf		72	72
	Others and eliminations		(200	)	(191	)	8	—	11	—
			633		629		87	13.7	81	12.9
Specialty products			509		484		24	4.7	38	7.9	195 st(3	)	190 st(3	)
Eliminations			(44	)	(38	)	—	—	—	—
			2,329		2,101		178	7.6	174	8.3	1,770 st		l,767 st

(1)

Shipments are expressed in short tons (st), metric square feet (msf) or cartons.

(2)

Our containerboard business consists entirely of its 50% share of the results of Norampac Inc., a joint venture.

(3)

Consists of the paper manufacturing shipments only.

        Sales of the Packaging Products segment increased by $228 million, or 11%, amounting to $2.3 billion for the year, compared with $2.1 billion for the same period in 2003. The additional contribution of new businesses acquired during the last 12 months combined with price increases in the containerboard sector more than offset lower realized prices in the boxboard sector and mitigated the impact on general pricing caused by the appreciation of the Canadian dollar.

        Sales for the Boxboard Group amounted to $1.2 billion for the year, compared with $1.0 billion for the same period in 2003. Excluding Dopaco's and Scierie P.H. Lemay's additional contribution of $245 million, sales actually decreased by $40 million, or 4%, due to lower selling prices for our primary board mills and for our converting units. Over the course of this period, shipments by primary mills decreased by approximately 7.4% in North America, due to difficult market conditions and lower efficiencies in their recycled mills. Shipments increased by approximately 5.7% in Europe due to lower downtime compared with 2003. In addition, net selling prices were lower mainly due to the strengthening of the Canadian dollar and to a 6% decrease in the European mills' net realization price in euros, which was due to difficult conditions in the European board market that prevailed at the end of 2003 through the first quarter of 2004.

        Sales for the Containerboard Group increased $4 million amounting to $633 million for the year, compared with $629 million for the same period in 2003, or a 1% increase. The combined impact of the acquisition of the Thompson (Connecticut) converting plant in April 2004 and the Lancaster (New York) converting plant in August 2004 contributed $12 million of additional sales in 2004. Sales were reduced by $15 million due to the impact of a work stoppage at the Burnaby mill, which was resolved during the fourth quarter of 2004. Containerboard shipments remained flat over the period despite the Burnaby mill strike. Excluding this mill, the primary capacity utilization rate was 96%, compared with 92% in 2003.

        Shipments of corrugated products increased slightly compared with 2003, due mainly to the additional volume generated by acquisitions. Also, market conditions allowed for the gradual implementation throughout the year of certain price increases that more than offset the negative impact of a stronger Canadian dollar. This sector's North-American integration level, reflecting the percentage of the containerboard's mills production sold internally to our own box or sheet plants,

56

increased to 64% in 2004, compared with 61% in 2003. Increased integration improves profit by providing more value-added products compared with unconverted board products.

        Due to increased economic activity in terms of volume and prices, sales for the Specialty Products Group increased by $25 million, or 5%, to $509 million for the year, compared with $484 million for the same period in 2003. Within this Group, the paper mill packaging division brought in an extra $15 million, while the paper recovery and de-inked pulp division saw its contribution increase by $34 million. We completed the acquisition of the remaining 50% of the Greenfield S.A.S. joint venture in France during the second quarter of 2004, which resulted in an increase in our recycling operations in Europe. The sales increases observed in the paper mill packaging and recovery and de-inked pulp divisions were offset by a $13 million reduction in the sales of moulded pulp products.

        Operating income before depreciation and amortization for the Packaging Products segment was $178 million for the year, compared with $174 million for the same period in 2003. Operating income before depreciation and amortization includes a $4 million gain related to the disposition of assets in the Specialty Products Group, a $2 million unrealized gain on derivative financial instruments of certain commodity swap contracts entered into by a joint-venture company and a $18 million impairment loss related to the property, plant and equipment of one of our de-inked pulp mills located in Cap-de-la-Madeleine, Québec, which was temporarily closed in March 2003. We decided to permanently shut down this facility. Excluding these specific items, the operating income before depreciation and amortization increased by 9% to $190 million from $174 million in 2003. The increase of $16 million is mainly due to price increases realized in the containerboard sector, the proportionate consolidation of the results of Dopaco between October 1, 2003, and August 24, 2004, and its full consolidation since that date. This improvement was also offset by approximately $54 million due to the strengthening of the Canadian dollar. However, the North American boxboard operations saw its contribution decrease by $14 million to zero for 2004 due to a decrease in shipments and average selling prices.

						OIBD						Average Selling Price
		Sales								Shipments(1)
							% sales		% sales
		2004		2003		2004		2003		2004	2003	2004	2003
		(in millions of dollars)								(in thousands)		(in dollars/unit)
Tissue Papers
	Manufacturing & converting	665		620		74	11.1	72	11.6	399 st	368 st	1,553	1,590
	Distribution	87		89		2	2.3	1	1.1
	Eliminations	(35	)	(23	)	—	—	—	—
		717		686		76	10.6	73	10.6

(1)

Shipments are expressed in short tons (st).

        Sales of the Tissue Group increased by $31 million, or 4.5%, to $717 million for the year, compared with $686 million for the same period in 2003. Average net realized prices were lower during the year, in comparison with the corresponding period in 2003, as a result of the strong Canadian dollar. The gradual introduction of certain price increases in the second half of 2004 in the U.S. retail and Canadian and U.S. away-from-home markets, as well as in the parent rolls business, have mitigated the negative impact of the currency. Shipments increased by 8% in 2004, reflecting increased sales efforts, an improving North-American economy and the additional contribution from the assets acquired from American Tissue in 2002. The integration rate (i.e., converted products sold vs. parent rolls) increased from 59% at the end of 2003 to 66% at the end of 2004.

        The Tissue Group operating income before depreciation and amortization was $76 million for the year compared with $73 million last year. Higher volumes and higher net realized selling prices more than compensated for higher average waste paper costs and the negative impact on average selling prices resulting from the strengthening of the Canadian dollar. This Canadian dollar impact amounted to approximately $10 million for the year. Operating income before depreciation and amortization was

57

also negatively affected by approximately $6 million due to the start-up of the Memphis mill and converting plants in Arizona and Calgary.

						OIBD										Average Selling Price
		Sales												Shipments(1)
								% sales				% sales
		2004		2003		2004				2003				2004	2003	2004	2003
		(in millions of dollars)												(in thousands)		(in dollars/unit)
Fine Papers
	Manufacturing	373		380		(10	)	(2.7	)	(5	)	(1.3	)	289 st	279 st	1,140	1,204
	Distribution	409		417		7		1.7		11		2.6
	Eliminations	(68	)	(63	)	—		—		—		—
		714		734		(3	)	(0.4	)	6		0.8

(1)

Shipments are expressed in short tons (st).

        Sales of the Fine Papers Group decreased by $20 million, or 3%, to $714 million for the year, compared with $734 million for the same period in 2003. Compared with 2003, the pricing of our products increased in the second half of 2004 due to better market conditions and higher operating levels in the coated and uncoated paper markets. However, these price increases were affected by the strengthening of the Canadian dollar against the U.S. dollar. Shipments increased 3.5% when compared with 2003 as our production units took less downtime due to the better pricing of our products. The distribution division, Cascades Resources, contributed total sales of $409 million during the year, compared with $417 million in 2003. Cascades Resources shipments of paper products were 4.4% higher than last year but resale price per ton showed a reduction of 8.3% as compared with the same period in 2003.

        Operating income before depreciation and amortization for the Fine Papers Group was negative by $3 million for the year, compared with a positive contribution of $6 million for the same period in 2003. The manufacturing segment experienced higher shipments, combined with price increases gradually implemented during the third and fourth quarters of 2004. However, the strengthening of the Canadian dollar negatively impacted profitability by approximately $7 million during the past year compared with 2003.

        Manufacturing sector operating income before depreciation and amortization was also impacted by higher virgin fiber prices which were, however, offset in part by a stronger Canadian dollar. The distribution division's profitability was affected by higher administrative costs related to legal expenses, bad debts and severance costs in one of its divisions.

Year ended December 31, 2003 compared to year ended December 31, 2002

        Sales.    Sales decreased by $123 million, or 4%, to $3.0 billion for the year ended December 31, 2003, versus $3.1 billion for the same period in 2002.

        Businesses acquired over the prior two years contributed $160 million of sales during the year ended December 31, 2003. The Tissue Group asset acquisition completed in June 2002 represented $61 million of the total contribution from new acquisitions. On October 1, 2003, we increased our participation in Dopaco, Inc. to 50%. This investment generated $57 million of sales in 2003, as Dopaco's results were proportionally consolidated as of that date.

        Selling prices were weaker in each of our operating sectors with the exception of the European Boxboard units, which benefited from an appreciation of the euro against the Canadian dollar in comparison to 2002. The depreciation of the U.S. dollar also had a direct impact on export prices and has contributed to reducing Canadian dollar prices in the domestic market, reflecting the reality of North American pricing for several of our product lines. Overall business volumes, excluding volumes resulting from acquisitions completed in the prior two years, were lower for most business sectors, reflecting reduced economic activity.

58

        Operating income before depreciation and amortization.    We generated operating income before depreciation and amortization of $250 million for the year ended December 31, 2003, compared to $424 million for the same period in 2002, representing a 41% decrease. The operating margin decreased from 12.6% for the year ended December 31, 2002 to 7.7% for the corresponding period in 2003.

        The most important factor accounting for the decrease in operating income before depreciation and amortization and margin is the volume and net realization price reduction experienced in most of the operating sectors. This is mainly due to difficult market conditions in North America and Europe and the strengthening of the Canadian dollar against the U.S. dollar, the average rate having increased by 12% in 2003. The monthly average list price for old corrugated containers (OCC), mostly used by our Containerboard Group, decreased by approximately 3% during the year. The monthly average list price for sorted office papers (SOP), primarily used by our Tissue and Boxboard Groups, was 11% higher, while the price of old newspapers (ONP), mainly used by our Boxboard Group and moulded pulp business, increased by 12% during the same period.

        Natural gas costs were $8.13 per gigajoule during the year ended December 31, 2003, compared to $6.68 per gigajoule for the year ended December 31, 2002, representing a 22% increase. This increase in unit price affected operating income by approximately $22 million.

        Cost of sales increased as a percentage of net sales because of increases in the cost of fiber and energy, which combined to lower selling prices and sales volume. Also, due to generally lower shipments, the fixed portion of manufacturing costs was amortized over a smaller volume of units sold. For the same reasons, selling and administrative expenses increased slightly as a percentage of sales.

        Depreciation and amortization.    Depreciation and amortization increased to $145 million for the year ended December 31, 2003, from $139 million in the corresponding period of 2002, primarily as a result of recent business acquisitions.

        Operating income.    As a result of the above, operating income decreased 63% to $105 million compared to $285 million for the same period in 2002. Operating margin decreased from 8.4% in 2002 to 3.3% in 2003.

        Interest expense.    Interest expense increased by $11 million, to $83 million for the year ended December 31, 2003 compared to $72 million for the same period in 2002. This increase is mostly attributable to the refinancing of substantially all of our credit facilities, by substituting a portion of our floating rate debt with US$450 million of senior notes bearing a fixed rate of 7.25%. We also completed an additional financing of US$100 million 7.25% senior notes at a price of 104.50%, for an effective interest rate of 6.61%. Norampac, a joint venture, also refinanced its long-term debt in 2003 by issuing US$250 million of senior notes bearing a fixed rate of 6.75%.

        Foreign exchange gain on long-term debt.    We recorded a foreign exchange gain of $72 million on our own and our joint ventures' U.S. denominated debts, as the Canadian dollar strengthened throughout the year. This gain had no cash impact on our liquidity.

        Unusual losses (gains).    For the year ended December 31, 2003, we recorded unusual losses of $22 million, compared to an unusual loss of $4 million for the year ended December 31, 2002. Unusual items for the year ended December 31, 2003, consisted of:

•

a loss of $8 million reflecting the premium paid for the early redemption of senior notes issued by a subsidiary, and a loss of $3 million resulting from the write-off of the deferred financing costs associated with the long-term debt that were refinanced or redeemed;



•

a loss of $7 million reflecting our 50% share of the premium paid for the early redemption of $100 million and US$150 million senior notes issued by Norampac, a joint venture company, and a loss of $3 million resulting in the write-off of the deferred financing costs associated with the long-term debt that were refinanced or redeemed; and

59

•

a loss of $1 million resulting from the penalty paid on the early redemption of another fixed rate long-term debt. Unusual items for the year ended December 31, 2002 consisted of:



•

a gain of $1 million resulting from the dilution of an investment in a significantly influenced company;



•

a loss of $11 million reflecting expenses related to business closures and a loss on a business disposal in the Packaging Products segment; and



•

a gain of $6 million resulting from the reduction of a fine imposed in 1994 by the Court of First Instance of the European Communities.

        Provision for income taxes.    The income tax provision for the year ended December 31, 2003 amounted to $14 million, representing an effective tax rate of 19%. Excluding the impact of unusual losses and the foreign exchange gain on U.S.-denominated debt, the tax rate would have been 57%. This effective rate is higher than the statutory rate mainly due to the impact of operating losses incurred by certain subsidiaries during the year ended December 31, 2003, for which tax benefits were not recognized, as well as an increase in the tax rate announced by the province of Ontario in the fourth quarter of 2003.

        Net earnings.    As a result of the foregoing factors, net earnings decreased by $114 million, or 67%, to $55 million, or $0.66 per share, for the year ended December 31, 2003, versus $169 million, or $2.07 per share, for the same period in 2002. Results for the year ended December 31, 2003 include unusual after-tax losses of $19 million, or $0.23 per share, and an after-tax foreign exchange gain on U.S.-denominated debt of $63 million, or $0.77 per share. Results for the year ended December 31, 2002 include unusual after-tax gains of $16 million, or $0.20 per share, including our share of a gain realized by Boralex Inc., an affiliated company.

Segment Information

		For the years ended December 31,
		2003		2002		2003		2002
		As reported				Excluding specific items(1)
		(in millions of dollars)
Sales (amount net of eliminations)
	Packaging	2,040		2,071
	Tissue Papers	684		725
	Fine Papers	725		795
	Assets held for sale	(454	)	(473	)
		2,995		3,118
Operating income before depreciation and amortization "OIBD"
	Packaging	174		244		174		248
	Tissue Papers	73		136		73		136
	Fine Papers	6		37		6		37
	Corporate	(3	)	3		(3	)	3
	Assets held for sale	(13	)	(9	)	(13	)	(9	)
		237		411		237		415

(1)

See additional information on non-GAAP measures on page 73.

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		For the years ended December 31,
		2003		2002
Shipments
Manufacturing (in thousands of short tons)
	Packaging products		1,767		1,794
	Tissue Papers		368		338
	Fine Papers		279		313
			2,414		2,445
Converted products
	Packaging/Boxboard (in thousands of folding cartons)		4,402		2,555
	Packaging/Containerboard (million square feet)		6,699		6,378
	Tissue (in thousands of short tons)(1)		218		208
Currency-average rate
	$Can vs $U.S.	$	0.714	$	0.637
	$U.S. vs $Can	$	1.401	$	1.570
	Euro vs $Can	$	1.582	$	1.484

(1)

Converted tissue products are also included in manufacturing shipments.

Segment analysis

							OIBD								Average Selling Price
			Sales								Shipments(1)
								% sales		% sales
			2003		2002		2003		2002		2003		2002		2003	2002
			(in millions of dollars)								(in thousands)				(in dollars/unit)
Packaging
	Boxboard
		Manufacturing—North America	272		279		14	5.1	28	10.0	363 st		356 st		749	784
		Manufacturing—Europe	455		481		23	5.1	51	10.6	493 st		530 st		923	908
		Converting	292		263		15	5.1	7	2.7
		Others and Eliminations	7		2		3	—	3	—
			1,026		1,025		55	5.4	89	8.7
	Containerboard(2)
		Manufacturing	340		374		18	5.3	47	12.6	721 st		724 st		470	517
		Converting	480		488		52	10.8	50	10.2	6,699 msf		6,378 msf		72	77
		Others and Eliminations	(191	)	(204	)	11	—	9	—
			629		658		81	12.9	106	16.1
	Specialty Products		484		477		38	7.9	49	10.3	190 st	(3)	184 st	(3)
		Eliminations	(38	)	(40	)	—	—	—	—
			2,101		2,120		174	8.3	244	11.5	1,767 st		1,794 st

(1)

Shipments are expressed in short tons (st), metric square feet (msf) or cartons.

(2)

Our containerboard business consists entirely of its 50% share of the results of Norampac Inc., a joint venture.

(3)

Consists of the paper manufacturing shipments only.

        Sales of the Packaging Products segment decreased by $19 million, or 0.9%, amounting to $2.1 billion for the year ended December 31, 2003, compared to $2.1 billion for the same period in

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2002. Market-related downtime in all operating sectors and a general decrease in price levels were only partially offset by the additional contribution of new business acquired during the year.

        Sales for the Boxboard Group amounted to $1 billion for the year ended December 31, 2003, compared to $1 billion for the same period in 2002. Excluding Dopaco, Inc.'s contribution of $57 million, sales decreased by $56 million, or 5.5%. Over the course of this period, shipments by primary mills increased by approximately 2% in North America, but decreased by approximately 7% in Europe. Weaker demand resulted in lower volumes in Europe, especially in recycled grades. The appreciation of the euro compared to the Canadian dollar mitigated the impact of lower volumes, explaining an increase of $27 million in sales during the year ended December 31, 2003, compared to the same period in 2002.

        Sales for the Containerboard Group decreased by $29 million, or 4.4%, amounting to $629 million for the year ended December 31, 2003, compared to $658 million for the same period in 2002. The acquisition of the Schenectady, NY converting plant in April 2003 contributed $16 million in additional sales in 2003. Containerboard shipments were relatively unchanged over the period, while shipments of corrugated products increased by 5%. During the year ended December 31, 2003, average selling prices for containerboard decreased by 9%, while corrugated products selling prices decreased by 7% compared to the same period in 2002.

        In order to balance inventories and production levels to customer demand, we took approximately 80,000 short tons of market-related downtime in the Boxboard Group and 40,000 short tons in the Containerboard Group during 2003, representing 8% and 5% of their respective capacity.

        Sales for the Specialty Products Group increased by $7 million, or 1.5%, to $484 million for the year ended December 31, 2003, compared to $477 million for the same period in 2002. Within this Group, the moulded pulp products business saw its contribution decrease by $19 million as a result of the sale of its retail egg carton activity in the third quarter of 2002. The building materials products business experienced a $9 million reduction in its sales contribution, as a result of weak market conditions and a three-month work stoppage in one of its plants. Sales of the kraft paper and uncoated board products businesses were also impacted by the appreciation of the Canadian dollar compared to the U.S. dollar. These decreases were offset by a positive contribution of the paper mill packaging and plastics products businesses, representing $7 million of additional sales. The marketable de-inked pulp units increased their contribution by $28 million, which is mostly attributable to the Greenfield S.A.S. 50% joint venture, established during the first quarter of 2003. On March 28, 2003, our groundwood de-inked pulp mill located in Cap-de-la-Madeleine, Québec was shut down indefinitely due to difficult market conditions.

        Operating income before depreciation and amortization for the Packaging Products segment was $174 million for the year ended December 31, 2003, compared to $244 million for the same period in 2002, a 28.7% decrease. Higher energy and waste paper costs combined with lower selling prices and the strengthening of the Canadian dollar contributed to reduce the Packaging Products Group's profit margins. The Boxboard Group was also affected by restructuring costs following a reduction of approximately 10% of its North American work force.

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						OIBD						Average Selling Price
		Sales								Shipments(1)
							% sales		% sales
		2003		2002		2003		2002		2003	2002	2003	2002
		(in millions of dollars)								(in thousands)		(in dollars/unit)
Tissue Papers
	Manufacturing	620		663		72	11.6	130	19.6	368 st	338 st	1,590	1,962
	Distribution	89		88		1	1.1	6	6.8
	Eliminations	(23	)	(24	)	—	—	—	—
		686		727		73	10.6	136	18.7

(1)

Shipments are expressed in short tons (st).

        Sales for the Tissue Group decreased by $41 million, or 5.6%, to $686 million for the year ended December 31, 2003, compared to $727 million for the same period in 2002. The assets acquired in the United States in June 2002 increased sales by $61 million. Selling prices were lower during the year ended December 31, 2003 in comparison to the corresponding period in 2002, as a result of the devaluation of the U.S. dollar relative to the Canadian dollar and a lower mix of converted products sold. The year ended December 31, 2003, excluding the June 2002 assets acquisition, saw a decrease of 6% in shipments. This resulted from increased competition following the start-up of new capacity in North America, largely in the away-from-home market. Market-related downtime during the year represented 16,000 short tons, or 3%, of total capacity.

        Operating income before depreciation and amortization for the Tissue Group was $73 million for the year ended December 31, 2003, compared to $136 million a year ago, a 46% decrease. This Group was impacted by higher recycled paper and energy prices, a decrease in the average selling price and by expenses associated with the start-up of the assets acquired in June 2002. Selling, general and administrative expenses increased due to the restructuring of its U.S. sales force and the assets acquired in 2002.

						OIBD								Average Selling Price
		Net Sales										Shipments(1)
								% sales			% sales
		2003		2002		2003				2002		2003	2002	2003	2002
		(in millions of dollars)										(in thousands)		(in dollars/unit)
Fine Papers
	Manufacturing	380		440		(5	)	(1.3	)	27	6.1	279 st	313 st	1,204	1,265
	Distribution	417		427		11		2.6		10	2.3
	Eliminations	(63	)	(65	)	—		—		—	—
		734		802		6		0.7		37	4.6

(1)

Shipments are expressed in short tons (st).

        Sales for the Fine Papers Group decreased by $68 million, or 8.5%, to $734 million for the year ended December 31, 2003, compared to $802 million for the same period in 2002. The strengthening of the Canadian dollar against the U.S. dollar affected export and domestic prices for both coated and uncoated papers, with shipments decreasing by 11% when compared to 2002. On a non-inflation adjusted basis, prices for coated papers were close to a historical low and foreign competition, notably from Asia and Europe, remained strong. Market-related downtime during the year at both coated and uncoated mills represented 31,000 short tons, or 10% of total capacity. The distribution division, Cascades Resources, which contributed total sales of $417 million during the year, was able to maintain an adequate level of sales, as paper products represented a lower percentage of its product mix than in the past. Instead, the division focussed its efforts on graphic arts and industrial printing supplies.

        Operating income before depreciation and amortization for the Fine Papers Group was $6 million for the year ended December 31, 2003, compared to $37 million for the same period in 2002. This operating segment experienced lower shipments and generally lower selling prices for both coated and

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uncoated papers, amplified by the depreciation of the U.S. dollar relative to the Canadian dollar. Operating income before depreciation and amortization was also impacted by higher fiber and energy prices. The rapid strengthening of the Canadian dollar against the U.S. dollar, combined with a difficult pricing environment, considerably reduced the operating profitability of the Thunder Bay coated paper mill. Management of the Fine Papers Group implemented a series of cost reduction initiatives at this mill at the end of 2003, including the reduction in its work force by approximately 8%.

Liquidity and capital resources

        Cash flows from operating activities.    Cash flows used in operating activities were $59 million for the first quarter of 2005, compared with cash flows provided by operating activities of $4 million for the same period in 2004. Changes in non-cash working capital components amounted to a use of funds of $90 million in the for the first quarter of 2005, compared to a use of funds of $27 million in the same period in 2004. This use of cash is mainly attributable to an increase in inventories of finished products due to lesser than anticipated demand and to an increase in our raw material inventory levels as part of our overall purchasing strategy. Accounts receivable have also increased due to increased sales at the end of the first quarter of 2005. We also paid the interest on our US-denominated debts in February of 2005.

        Cash flows provided by operating activities were $156 million for the year ended December 31, 2004, compared with $126 million for the same period in 2003. For the year ended December 31, 2004, changes in non-cash working capital components amounted to a use of funds of $2 million, this compares to a use of funds of $32 million for the same period in 2003. This improvement comes from a refund of prior years' income taxes and improved management of working capital.

        Cash flow from operating activities, excluding the change in non-cash working capital components, amounted to $31 million in the three months ended March 31, 2005 and 2004, or $0.38 per share and $158 million in the years ended December 31, 2004 and 2003, or $1.93 per share. This cash flow measure helps us pursue our capital expenditures program and reduce our leverage to debt.

        Investing activities.    In the first quarter of 2005, investment activities required total cash resources of $30 million. We invested $25 million in property, plant and equipment. The major capital projects realized in the first quarter of 2005 for each business segment were the completion of the 2004 projects in the Fine Papers Group, mentioned on page 65, the beginning of capital projects in the Tissue Group to upgrade the paper machine in Candiac and to install a new converting line in Wisconsin. We also added new equipment at our Memphis tissue mill, which began operations in the fourth quarter of 2004.

        We also invested $8 million to acquire the packaging business of Dover Industries Limited, located in Canada, for the converting activities of our Boxboard Group.

        During the first quarter of 2005, a joint venture of ours, sold a building for $4 million.

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        For the year ended December 31, 2004, investment activities required total cash resources of $244 million. We invested $129 million in property, plant and equipment. The major capital projects realized in 2004 for each business segment are:

Boxboard:	•	$13 million in the manufacturing sector to complete the rebuilding of the wet-end section of the Larochette, France, machine #3, started in 2003 and for the parent roll storage project at the Arnsberg, Germany mill;
	•	$8 million for capacity improvement at Dopaco;
	•	$2 million for the extension of the drying section at Scierie Lemay sawmill;
Containerboard:	•	$7 million in the manufacturing operations for waste water treatment (Mississauga mill), a bark boiler (Cabano mill) and for the completion of the steam reformer project (Trenton mill);
	•	$8.5 million in the converting operations for the relocation of its Concord plant to its Etobicoke site and for a six color press (Lithotech plant);
Specialty products:	•	$7 million mainly in the automation and building extension of the Kingsey Falls plastic unit, the start-up of a new honeycomb line in Drummondville and the start-up of a new recovery center in Gatineau as well as a building extension to the Lachine recovery center;
Tissue Papers:	•	$6 million for the start-up of the new Memphis paper machine as well as for the technological optimization of one of the Candiac paper machines;
Fine Papers:	•	$7 million to complete the sim-sizer press project that was initiated in 2002 and to invest in a bio-gas project to reduce energy costs at the St-Jerome mill, which started operating at the beginning of 2005.

        We also invested $120 million (net of cash acquired) in new businesses during the year, as follows:

Boxboard:	•	$82 million (US$63 million) paid to acquire the remaining 50% of the shares of Dopaco Inc. held by a private party;
Containerboard:	•	$10 million (US$8 million) paid by a joint-venture company to acquire a corrugated plant in Lancaster, New York;
	•	$8 million (US$5.9 million) paid by a joint-venture company to acquire a corrugated plant in Thompson, Connecticut;
Specialty Products:	•	$7 million paid to acquire a non-controlling interest in one of our divisions;
	•	$2 million paid to acquire the 50% participation from our partner in a pulp mill in France;
Tissue Papers:	•	$15 million (US$11.4 million) paid to acquire a Tissue mill located in Memphis, Tennessee.

        During the second quarter of 2004, we sold the assets of two of our fiberboard panel businesses in the Specialty Products Group for a total consideration of $16 million, of which, $14 million was received at closing. The balance of the selling price, in the amount of $2 million, is payable no later than 2011.

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        Financing activities.    During the first quarter of 2005, we borrowed $71 million on our revolving facilities mainly due to the cash used by operating activities. We also redeemed 38,900 common shares on the open market, pursuant to a normal course issuer bid for $0.5 million.

        Taking into account these transactions and the $3 million in dividends paid out during the first quarter of 2005, financing activities generated $67 million.

        On December 2, 2004, we completed a private placement of US$125 million of 7.25% senior notes due in 2013, which are treated as part of the same class of securities as our outstanding 7.25% senior notes due in 2013 that were issued in February 2003 and July 2003. The issuance of these senior notes was completed at a price of 105.50%, or an effective interest rate of 6.376%. The net proceeds of $156 million of this financing were used to reduce indebtedness under our revolving credit facility.

        During the year, we repaid $49 million of our long-term debt consisting of long-term debt of Dopaco acquired at the time of acquisition and long-term debt that was not refinanced in 2003. We also redeemed 503,700 of our common shares on the open market, pursuant to a normal course issuer bid for an amount of $6.8 million.

        Taking into account these transactions and the $13 million in dividends paid out during 2004, financing activities generated $93 million.

        Assets held for sale.    On March 31, 2005, we sold the distribution activities of our tissue papers segment for a total net consideration after the retention of liabilities of $15.7 million. Of the total selling price, $13.7 million was received at closing. An additional $1 million will be due on the first anniversary date and the remaining $1 million in four annual equal installments due on each anniversary of the closing date between March 31, 2006 to March 31, 2009.

Consolidated financial position as at March 31, 2005

        Our working capital was $569 million as at March 31, 2005, reflecting a ratio of current assets to current liabilities of 1.96:1. At year-end 2004, working capital was $502 million, a ratio of current assets to current liabilities of 1.82:1.

        Long-term debt, including the current portion, increased to $1.308 billion as at March 31, 2005, as a result of borrowing activities under our revolver to fund operating activities, compared with $1.226 billion as at December 31, 2004. The current portion of long-term debt increased by $3 million, to $55 million as at March 31, 2005 compared with $52 million as at December 31, 2004, mainly as a result of the balance of purchase price owed for Dopaco. This amount is expected to be paid in the second quarter of 2005. We had $269 million available under our $500 million revolving credit facility at March 31, 2005. The net funded debt to total capitalization ratio increased from 47.3% as at December 31, 2004 to 49.5% as at March 31, 2005.

        Including the results of the quarter and the dividend paid out, shareholders' equity decreased to $1.047 billion or $12.87 per share as at March 31, 2005 compared to $1.059 billion as at December 31, 2004.

        We expect that the liquidity available from our credit facilities and those of our joint venture, Norampac, along with the cash flow generated by the operating activities, will provide us with sufficient funds to meet our financial obligations and fulfill our capital expenditure program.

Contractual obligations and other commitments

        Our principal contractual obligations and commercial commitments relate to outstanding debt, limited amortization requirements under existing credit lines, operating leases, capital leases and

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purchase obligations for our normal business operations. The following table summarizes these obligations as at December 31, 2004:

Contractual Obligations

		Total Year		2005		Years 2006 and 2007		Years 2008 and 2009		Thereafter
		(in millions of dollars)
Payment due by period
Long-term debt		$	1,221	$	56	$	166	$	17	$	982
Capital lease			6		2		3		1		—
Operating lease			189		42		66		40		41
Purchase obligations			291		97		79		39		76
	Total contractual obligations	$	1,707	$	197	$	314	$	97	$	1,099

Transactions with related parties

        We have also entered into various agreements with our joint ventures, significantly influenced companies and entities controlled by one or more directors for the supply of raw materials, including recycled paper, virgin pulp and energy, supply of unconverted and converted products, sale and lease of equipment and other agreements in the normal course of business. The aggregate amount of sales from us to our joint ventures and other affiliates was $100 million and $61 million for 2003 and 2004, respectively. The aggregate amount of sales from our joint ventures and other affiliates to us was $67 million and $69 million for 2003 and 2004, respectively. The aggregate amount of sales from entities controlled by one or more of our directors to us was $7 million and $6 million for 2003 and 2004, respectively.

Off-balance sheet arrangements

        In the normal course of business, we finance certain of our activities off-balance sheet through leases. We enter into operating leases for buildings and equipment. Minimum future rental payments under these operating leases, determined as at December 31, 2004, are included in the contractual obligations table above.

Critical accounting policies

        Some of our accounting policies require significant estimates and assumptions about future events that affect the amounts reported in the financial statements and the accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of management's judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements.

        Valuation of identifiable intangible assets and goodwill.    Business acquisitions are accounted for under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. As part of this allocation process, we must identify and attribute values and estimated lives to the intangible assets acquired. While an expert may be employed to assist us with these matters, these types of determinations involve considerable judgment and often involve the use of estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates and asset lives. These determinations affect the amount of amortization expense recognized in future periods. We review the carrying values of all identifiable intangible assets and goodwill when certain conditions arise to determine whether any impairment has occurred. Because the valuation of identifiable intangible assets and goodwill requires

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significant estimates and judgment about future performance and fair value, our future results could be affected if our current estimates of future performance and fair value change.

        Income taxes.    We are required to estimate the income taxes in each of the jurisdictions in which we operate. This includes estimating a value for existing net operating losses based on our assessment of our ability to utilize them against future taxable income before they expire. If our assessment of our ability to use the net operating losses proves inaccurate in the future, more or less of the net operating losses might be recognized as assets, which would increase or decrease the income tax expense, and consequently affect our net earnings in the relevant year.

        Stock-based compensation.    Stock options granted to employees after January 1, 2002, are accounted for under the fair value method, which consists of recording expenses to earnings when stock options are issued. The fair value of stock options is calculated with a financial model involving the use of various assumptions such as the risk-free interest rate, the expected volatility of the underlying stock, the expected life of the stock options and the expected dividend yield. We use the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option-pricing models require the input of highly subjective assumptions, including the expected price volatility. We use expected volatility rates, which are based on historical volatility rates trended into future years. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the stock options. A change in the assumptions used by us could have an impact on the net earnings.

        Pension and post-retirement benefit costs.    Pension and post-retirement benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions provided by us to actuaries, including discount rates, expected returns on plan assets, rates of compensation increases and medical cost inflation. In selecting the rates and returns, we are required to consider current market conditions, including changes in interest rates. Material changes in pension and post-retirement benefit costs may occur in the future, resulting from fluctuations in headcount in addition to changes in the assumptions.

        Environmental cleanup costs.    We expense environmental expenditures related to existing conditions caused by past or current operations and from which no future benefit is discernible. Our estimated environmental remediation costs are based upon an evaluation of currently available facts with respect to each individual site, including the results of environmental studies and testing, and considering existing technology, applicable laws and regulations, and prior experience in remediation of contaminated sites. Expenditures that extend the life of the related property, or mitigate or prevent future environmental contamination, are capitalized. We determine our liability on a site-by-site basis and record a liability at the time when it is probable and can be reasonably estimated. The contingencies take into account the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. Actual costs to be incurred in future periods at the identified sites may vary from the estimates, given the inherent uncertainties in evaluating environmental exposures. Future information and developments may require us to reassess the expected impact of these environmental matters.

        Collectibility of accounts receivable.    In order to record our accounts receivable at their net realizable value, we must assess their collectibility. A considerable amount of judgment is required in order to make this assessment, including a review of the aging of our receivables and the current creditworthiness of each customer. We have recorded allowances for receivables that we feel are uncollectible. However, if the financial condition of our customers were to deteriorate, their ability to make required payments may become further impaired, and increases in these allowances would be required.

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        Impairment of tangible assets.    At least annually, we assess whether there has been a permanent impairment in the value of assets. This is accomplished by determining whether projected undiscounted future cash flows from operations exceed the net carrying amount of the asset as of the assessment date. Estimates of future cash flows and fair values require judgment and may change.

Introduction of new accounting policies in 2004

        Hedging relationships.    On January 1, 2004, we applied prospectively Accounting Guideline 13 ("AcG-l3") regarding hedge accounting. In compliance with the criteria required by AcG-13, hedge accounting requires us to document the risk management strategy used. Upon executing a hedging contract, management documents the hedged item, namely asset, liability or anticipated transaction, the characteristics of the hedging instrument used and the selected method of assessing effectiveness. The current accounting policy will be maintained for hedging relationships deemed to be effective at January 1, 2004. Consequently, realized and unrealized gains and losses on hedges will continue to be deferred until the hedged item is realized so as to allow matching of the designations in the statement of earnings. Hedge accounting was applied as at January 1, 2004, for hedging relationships existing as at December 31, 2003, that satisfied the conditions of AcG-13. Certain hedging relationships existing as at December 31, 2003, did not meet the conditions of AcG-13 and consequently were recorded at fair value as at January 1, 2004, resulting in an increase in other assets of $3.7 million and in liabilities of $0.1 million. The related unrealized gain of $3.6 million was deferred and presented under other liabilities on the balance sheet.

        Asset retirement obligations.    On January 1, 2004, we adopted retroactively without prior period restatement the new recommendations of the CICA relating to asset retirement obligations. This standard requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The application of this standard did not have any significant impact on our financial position or results of operations.

        Impairment of long-lived assets.    Effective January 1, 2004, we adopted prospectively the new Handbook Section 3063, "Impairment of Long-Lived Assets," which establishes standards for recognition, measurement and disclosure of the impairment of non-monetary long-lived assets, including property, plant and equipment and intangible assets with finite useful lives. Under the new standard, impairment in a long-lived asset is recognized when the undiscounted cash flows expected from the use and eventual disposition of the asset are less than their carrying amount. In such situations, the asset is measured at its fair value. The adoption of this new standard had no impact on our financial statements as of January 1, 2004.

        Generally accepted accounting principles.    On January 1, 2004, we adopted retroactively with prior period restatement Section 1100 "Generally Accepted Accounting Principles," and Section 1400, "General Standards for Financial Statement Presentation", recently issued by the CICA. Section 1100 clarifies the relative authority of various accounting pronouncements and other sources of guidance within GAAP, whereas Section 1400 clarifies what constitutes a fair presentation in accordance with GAAP. In addition, under Section 1100, industry practice no longer plays a role in establishing GAAP. As a result, the cost of delivery, which had been subtracted from sales in accordance with industry practice, is no longer subtracted from sales, but rather is included in cost of sales.

        Employee future benefits.    The CICA amended Section 3461 "Employee Future Benefits" to require additional disclosures about the assets, cash flows and net periodic benefit cost of defined benefit pension plans and other employee future benefit plans. The new annual disclosures are included in the annual financial statements as at December 31, 2004.

        Variable interest entities.    On January 1, 2005 we adopted the Accounting Guideline 15 ("AcG-15"), "Consolidation of variable interest entities". The new guideline requires companies to identify variable

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interest entities in which they have an interest to determine whether they are the primary beneficiary of such entities and, if so, to consolidate them. A variable interest entity is defined as an entity in which the equity is not sufficient to permit that entity to finance its activities without external support, or the equity investors lack either voting control and obligation to absorb future losses or the right to receive future returns. The application of this guideline did not have any material impact on our financial position or results of operations.

New accounting policies not yet adopted

        Financial instruments, hedges, equity and comprehensive income.    In January 2005, the CICA publicized four new sections: section 1530 "Comprehensive Income," section 3251 "Equity," section 3855 "Financial Instruments—recognition and measurement," section 3865 "Hedges." These new standards about recognition, measurement of financial instruments, hedging and comprehensive income have been elaborated in respect with the generally accepted accounting policies already used in the United States (U.S. GAAP). These new standards have to be adopted by us at the latest for the period beginning January 1, 2007, but early adoption is accepted. We are presently evaluating the impact of these new standards.

Inventory

        In November 2004, the FASB published SFAS 151 "Inventory costs—an amendment of ARB No. 43, Chapter 4." This standard requires that fixed general manufacturing costs that exceed the costs related to a normal and stable production be allocated to inventory. It also requires the allocation of abnormal costs related to assets not in service, freight costs, handling costs, and production of non-standard products. The SFAS 151 applies to open periods as of June 15, 2005. We are presently evaluating the impact of this new standard.

Environmental issues

        We are subject to environmental laws and regulations imposed by the various governmental and regulatory authorities in all the countries where we operate. We are also subject to the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, as well as other applicable legislation in the United States, Canada and Europe that hold companies accountable for the investigation and remediation of hazardous substances.

        We are in compliance, in all material respects, with all applicable environmental legislation or regulations. However, ongoing capital and operating expenses are expected to be incurred to achieve and maintain compliance with applicable environmental requirements.

Quantitative and qualitative disclosures regarding market risk

        We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in selling prices for our principal products, costs of raw materials, interest rates and foreign currency exchange rates, all of which impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities and, on a limited basis, through the use of derivative financial instruments. We use these derivative financial instruments as risk management tools and not for speculative investment purposes.

        The following chart provides a quantitative illustration of the impact on our annual operating income before depreciation and amortization from possible changes in the prices of our principal products, the cost of raw materials and energy, and the exchange rate of the U.S. dollar. This is based on 2004 shipments done or quantity used as adjusted for expected increases in shipments as a result of recent acquisitions, assuming for each price change that all other variables remain constant. To reduce

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our vulnerability to selling price fluctuations, some of our operations have implemented risk management programs. We use financial hedges on the selling prices of certain finished products or on the purchase cost of certain raw materials to cover part of the risk related to price fluctuations. Also, from time to time, we negotiate term contracts to protect ourselves against increases in energy prices, including natural gas, for periods of up to 24 months. In addition, by selling marketable pulp in the open market, we are able to limit our vulnerability to price fluctuations for this raw material.

Sensitivity analysis(1)				Change		OIBD Impact
						(in millions of dollars)
Selling prices (manufacturing)
	Boxboard		USD/ST	$25		27
	Containerboard(2)		USD/ST	$25		22
	Specialty Products (paper only)		USD/ST	$25		6
	Tissue Papers		USD/ST	$50		25
	Fine Papers		USD/ST	$40		14
Input cost
	Recycled papers
		Brown grades	USD/ST	$15		(13	)
		Groundwood grades	USD/ST	$15		(8	)
		White grades	USD/ST	$15		(18	)
	Commercial pulp		USD/MT	$30		(5	)
	Natural gas		USD/MMBTU	$0.10		(2	)
Foreign exchange
	Change of C$vs US$(3)			C$($0.01	)
		Sales in US from Canada				(3	)
		Sales in Canada priced in USD				(4	)
		US subsidiaries translation				(1	)

(1)

Current sensitivity calculated at 1.25 C$/USD, excluding any hedging programs.

(2)

Our containerboard business consists entirely of our 50% share of the results of Norampac Inc., a joint venture.

(3)

As an example; from 1.25 C$/USD to 1.24 C$/USD.

        Interest rate risk.    Our principal interest rate risks relate to outstanding debt obligations. As of December 31, 2004, approximately 17% of our long-term debt accrued interest at floating rates. A 1% change in the interest rates applicable to our actual variable rate debt would have a $2.1 million effect on interest expense.

        In addition, a joint venture holds certain interest rate swap agreements designated as hedges. These contracts have the objective of covering the variation of the fair value for part of the promissory note from our joint venture caused by the variation in interest rates. The 6.75% fixed interest rate has been subsequently changed to an average variable rate in 2004 of 3.96% for a notional amount of $50 million maturing in 2013 (our share is $25 million).

        Foreign currency risk.    We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of our foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. A significant portion of our debt is denominated in foreign currencies and so is exposed to foreign currency risks related to interest on this debt and our repayment. We are also exposed to exchange rate risks when our sales are in foreign currencies and our costs are not. Fluctuations in exchange rates may adversely affect our ability to compete with non-local producers as well as to export our products. Our

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objective is to minimize our exposure to these risks through our normal operating activities and, where appropriate, through foreign currency forward contracts. Our policy is to negotiate forward exchange contracts that can cover up to 50% of the net exposure to currency fluctuations for periods of 12 to 18 months. In 2004, approximately 25% of our total sales from our Canadian operations were made in the United States.

        We and a joint venture entered into contracts to sell forward U.S. dollars in exchange for Canadian dollars. As at December 31, 2004, we and a joint venture held foreign exchange forward contracts with a notional amount of US$72 million maturing in 2005 and 2006, at a weighted average exchange rate of 1.3479. As at December 31, 2004, the fair value of these instruments represented an unrealized gain of $10.4 million. Furthermore, we were engaged in forward selling contracts in euros maturing in 2005 for the notional amount of EUR29 million at an average exchange rate of 1.6641. The fair value of these instruments represents a non realized gain of $1.3 million as at December 31, 2004.

        As at December 31, 2004, we were engaged in forward purchase contracts in U.S. dollars maturing in 2005 for the notional amount of US$44 million at an average exchange rate of 1.1796. The fair value of these instruments represents a non-realized gain of $0.9 million at December 31, 2004.

        Our European subsidiaries entered into foreign exchange forward contracts maturing in less than a year to hedge their currency risks resulting from sales and purchases in European currencies, U.S. dollars, British pounds and in Swedish krona. As at December 31, 2004, the fair value of these instruments represented an unrealized loss of $0.2 million on a notional amount of $23 million.

        Furthermore, one of our joint ventures entered into various currency options. The currency options entered into by the joint venture are contracts whereby the joint venture has the right, but not the obligation, to sell U.S. dollars at the strike rate if the U.S. dollars trade below that rate. In addition, in accordance with the contracts, the joint venture has the obligation to sell U.S. dollars at the strike rate if the U.S. dollars trade above a specific rate. As at December 31, 2004, the currency options entered into by the joint venture for a nominal amount of US$16.8 million (our share is US$8.4 million) had strike prices varying from 1.40 to 1.45 with maturities up to 12 months. These instruments did not represent any unrealized loss or gain as at December 31, 2004.

        Credit risks.    We are exposed to credit risk on the accounts receivable from our customers. In order to reduce this risk, our credit policies include an analysis of the financial position of our customers and a regular review of their credit limits. We believe there is no particular concentration of credit risks, due to the geographic diversity of our customers and our procedures for the management of commercial risks. Derivative financial instruments include an element of credit risk, should the counterparty be unable to meet its obligations. We reduce this risk by dealing with creditworthy financial institutions.

        Commodity price risk.    We and a joint venture have also entered into cash-settled swap contracts with counterparties, maturing from 2005 to 2007, under which we set the price on notional quantities of sorted office papers, old corrugated containers, bleached softwood kraft pulp, electricity, natural gas, 42-lb. kraft linerboard and 26-lb. semichemical corrugating medium. Gains and losses arising from these contracts as of December 31, 2004, represented a net unrealized gain of $6.3 million of which $0.5 million was recorded in earnings for contracts not designated as hedges. In addition, an amount of $1.7 million was recorded in 2004 with respect to the amortization of the transitional deferred unrealized gain under AcG-13.

Additional information on non-GAAP measures

        In addition to the non-GAAP measures described in footnotes (c) and (e) of pages 13 and 14, we also utilized operating income before depreciation and amortization excluding specific items, operating

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income excluding specific items, net earnings excluding specific items, and net earnings per common share excluding specific items, which are non-GAAP measures. We believe that it is useful for investors to be aware of specific items that adversely or positively affected our GAAP measures, and that the above mentioned non-GAAP measures provide investors with a measure of performance to compare our results between periods without regard to these specific items. Our measures excluding specific items have no standardized meaning prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies and therefore should not be considered in isolation.

        Specific items are defined as items such as 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 derivative financial instruments that do not qualify for hedge accounting, foreign exchange gain or loss on long-term debt, and other significant items of an unusual or non-recurring nature.

        Set forth below is a reconciliation of operating income before depreciation and amortization excluding specific items to operating income from continuing operations.

					December 31,
	March 31, 2005		March 31, 2004
					2004		2003	2002
	(in millions of dollars)
Operating income from continuing operations	17				79		94	274
Specific items:
Unusual losses (gains)	(3	)			(4	)	—	4
Impairment loss of property, plant and equipment	—				18		—	—
Unrealized loss (gain) on financial derivative commodity instruments	1				(2	)	—	—
	(2	)			12		—	4
Operating income excluding specific items	15		(5	)	91		94	278
Depreciation and amortization	44		39		159		143	137
Operating income before depreciation and amortization excluding specific items	59		49		250		237	415

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BUSINESS

Overview

        Established in 1964, we are the parent company of a North American and European group of companies involved in the production, conversion and marketing of packaging products, fine specialty papers and tissue papers principally composed of recycled fibers. We operate businesses in Canada, the United States, France, England, Germany, Sweden, and through joint ventures, in China, Indonesia and Australia. We conduct our business principally through three operating sectors: Packaging, Fine Papers and Tissue Papers.

        The Packaging segment includes:

•

The Boxboard Group, a manufacturer of premium coated boxboard and folding cartons;



•

The Containerboard and Corrugated Products Group, held through Norampac Inc., a joint venture company, is a maker of containerboard and a leading converter of corrugated carton; and



•

The Specialty Products Group produces and markets uncoated board, kraft paper, moulded pulp, plastics, converted products, construction materials, and is active in waste paper recovery and de-inking.

        The Fine Papers segment manufactures and markets high-end uncoated fine papers, the content of which is in large part recycled.

        The Tissue Paper segment is a major producer of tissue paper for the retail, commercial and institutional markets.

        The three segments together include 150 operating units located in North America and Europe and employ approximately 15,800 people. Each of the operating sectors includes industrial groups and segments that may include subsidiaries or divisions. This structure decentralizes authority while allowing continuous exchanges between sectors and a better coordination of all of the operations. We set strategic guidelines and ensure 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.

Our History

        We were incorporated under the name Papier Cascades Inc./Cascades Paper Inc. under the laws of the Province of Québec by letters patent issued on March 26, 1964. Supplementary letters patent were issued on March 11, 1968, July 4, 1979 and October 19, 1979 to amend the authorized capital stock and the restrictions and privileges attached to certain of our classes of shares.

        We have continued under the name Cascades Inc. under Part 1A of the Companies Act (Québec) by Certificate of Continuance dated October 26, 1982. Certificates of Amendment were issued on July 5, 1984, September 16, 1985 and May 13, 1986 to permit the subdivision of the our common shares, as well as on July 15, 1992, July 24, 1992, December 17, 1992 and July 20, 1993 in order to modify the authorized share-capital and the restrictions and privileges of certain of our classes of shares.

        On December 30, 2003, in accordance with Article 123.129 of the Companies Act (Québec), Cascades, by simplified amalgamation, merged with 9135-2591 Québec Inc., a wholly owned subsidiary of us. The articles of amalgamation and schedules as well as the composition of the board of directors of the new company following the amalgamation are exactly the same as those of Cascades Inc. prior to the amalgamation.

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Competitive Strengths

        Diversified Portfolio of Products.    We manufacture and sell a diversified portfolio of packaging, tissue and fine 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. In several of our industries we have leading market positions, particularly in packaging products and tissue paper, which allow us to position ourselves as a primary or alternative supplier for major accounts. In addition, our packaging and tissue paper products are sold to both consumer-oriented end-markets and commercial and industrial end-markets, although a majority of these segments' sales are to consumer-oriented end-markets, which tend to be less sensitive to economic cycles than either commercial or industrial end-markets.

        Significant Degree of Converting Integration.    We convert a substantial portion of the paper products we produce into finished products. For example, we currently convert approximately 64% of our containerboard production and approximately 61% of our tissue paper production into finished products. We also convert approximately 43% of our North American boxboard production through our and our affiliates' operations. In addition to increasing our proximity to our customers, we believe that maintaining a significant degree of converting integration leads to better overall operating margins, as finished products generally command higher margins than unconverted products.

        High Utilization of Recycled Fiber.    Close to 65% of the fiber that we utilize is recycled fiber. Historically, there has been a correlation between movements in prices for recycled fiber and movements in prices for finished products. This correlation helps us maintain relatively stable operating margins through industry cycles compared to competitors that rely more heavily on internally produced virgin fiber.

        Strong Management and Corporate Culture.    We manage our operations using a decentralized structure, with each facility, business line and segment operated 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. 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 18 years of tenure with us.

Business 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:

        Improve Efficiency and Reduce Costs.    We continue to focus on productivity improvements, cost reduction initiatives and other programs aimed at improving operational efficiency in each of our operating segments. In addition, our decentralized management philosophy provides our employees with individual profit sharing incentives, which we believe encourages a cost-conscious approach that results in more efficient and profitable operations.

        Enhance Customer Service.    Customer service will continue to be an important driver of growth for our company. We continue to work with our customers to improve the quality and applications for our products to better meet customer needs. By consistently providing high quality products and being flexible and responsive to our customers' needs, we believe that we can continue to build long-term relationships and foster customer loyalty.

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        Focus on Higher Margin Products and Higher Growth Markets.    We intend to continue to focus on higher margin, value-added products, as well as products aimed at niche markets, particularly in our packaging and tissue businesses. Niche and value-added products tend to exhibit more stable demand patterns and margins. We also intend to continue to increase our focus on markets where we see the potential for significant growth, such as the private label tissue market.

        Maintain Disciplined Financial Management.    We employ a disciplined approach to acquisitions, capital expenditures and managing debt levels. Our prudent financial management has enabled us to significantly increase sales and Operating Income before Depreciation and Amortization through acquisitions and capital expenditures while maintaining what we believe to be appropriate debt levels.

        Increase Converting Integration and Access to Recycled Fiber.    We plan to continue increasing 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 for our most important raw materials. In addition, increased access allows us to more effectively control costs.

        Pursue Strategic Acquisitions.    We target acquisitions of what we believe to be strategic, undervalued or underperforming assets that fit within our core business lines to further strengthen our portfolio of products, markets and geographic locations. Some of the additional factors that we consider when making acquisitions include:

•

earnings accretion over the industry cycle;



•

opportunities to reduce costs and improve profitability; and



•

opportunities to improve productivity without significant capital investment.

Packaging

        This sector includes three industrial groups: the Boxboard Group, the Containerboard and Corrugated Products Group and the Specialty Products Group.

Boxboard Group

        The Boxboard Group is a leading maker of coated boxboard and folding cartons in Canada. The Boxboard Group operates seven mills that produce coated boxboard for conversion into folding cartons and micro-flute packaging, with a total annual production capacity of 865,000 metric tons. Three of these mills are located in Canada, two in France, one in Sweden, and one in Germany.

        Approximately 63% of the Boxboard Group's production of boxboard is made of entirely recycled fiber, and 15% of its output is produced with a high content of recycled fiber and the balance of virgin fiber. Vertically integrated upstream, Boxboard Group operates two de-inking units, one in Canada and the other in France, and obtains its supply of wastepaper through its own recovery networks, joint ventures and affiliates, as well as through long-term agreements with independent suppliers. To secure its supply of virgin fiber, the Boxboard Group operates three mechanical pulp mills in Québec, France and Sweden and one chemical pulp mill in Québec as well as a sawmill, Scierie Lemay Inc., having completed the acquisition of the outstanding shares in 2003.

        In North America, Boxboard Group is also vertically integrated downstream via its Folding Carton Division. The division's six plants, two in Québec, two in Ontario, one in Manitoba and one in Kentucky in the United States annually convert some 165,000 metric tons of boxboard or 2.4 billion boxes per year, supplied mainly by its boxboard mills. These plants design, develop and produce

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packaging solutions that meet the specific needs of companies operating mainly in the food, fast food, cosmetics, pharmaceutical and distillation industries. Dopaco, Inc. operates seven plants (two in Ontario and five in the United States) converting some 200,000 tons of boxboard a year into folding cartons and cups. It also has joint venture interests in the United States, Australia, Indonesia and China.

        In 2004, the Boxboard Group had net sales of $1.2 billion as compared to $1 billion in 2003 and $1 billion in 2002. The sales of cartonboard geographically were as follows: (i) for the European mills: 81% in France, Germany and Sweden, and 19% elsewhere; and (ii) for the North American mills: 50% in Canada, 48% in the United States and 2% elsewhere. Globally in 2004, 33%, 27%, 32% and 8% of the sales of this Group were generated in Europe, Canada, the United States and other countries.

        As of December 31, 2004, the Boxboard Group employed more than 4,200 people in 24 facilities and 10 sales offices throughout the world.

        In North America, we maintain sales offices for boxboard and folding carton sales in Canada in Montreal, Toronto and Winnipeg and in the United States in Hebron, Kentucky. We also have sales representatives throughout Canada and the United States who market products exclusively for us. Our converting sales representatives work alongside our customer service representatives and packaging designers located at each plant. In addition, we work closely with our customers to develop innovative and efficient packaging solutions, particularly in the early stages of product development.

        In Europe, we market our boxboard products principally through sales offices located near Paris (France), Kreffeld (Germany), Ronneby (Sweden), Birmingham (United Kingdom), Budapest (Hungary), Warsaw (Poland), Prague (Czech Republic), Moscou (Russia), and Duffel (Belgium). These sales offices, in collaboration with exclusive agents for countries in which we do not maintain sales offices, are responsible for sales coverage and customer service for Europe, North Africa and the Middle East. In addition, we have entered into a joint venture with a local partner to market and sell our products in Asia.

        In 2004, we sold our boxboard to approximately 245 customers, with no single external customer accounting for more than 10% of our net sales of boxboard. In 2004, we had approximately 270 customers for our folding cartons and we are the sole supplier of folding cartons in Canada for several leading consumer product companies. In 2004, our largest customer accounted for approximately 15% of our net sales of folding cartons and our three largest customers together accounted for approximately 30% of our net sales of folding cartons.

        The following table lists the major plants owned by the Boxboard Group, the approximate annual production capacity of the facilities and the products manufactured or the operations carried out therein, as the case may be, in 2004:

Facilities	Products/Services	Annual capacity(1)
		(in metric tons)
Manufacturing
Toronto (Ontario)	100% recycled coated boxboard	150,000
Jonquière (Québec)	Coated (from 100% virgin to 100% recycled) boxboard Thermomechanical pulp	130,000 60,000
East Angus (Québec)	100% recycled coated boxboard De-inked pulp	65,000 10,000
Cascades LaRochette (France)	Coated grease resistant boxboard, virgin fiber Thermomechanical pulp	130,000 80,000
Cascades Blendecques (France)	Coated, non coated grease resistant boxboard, recycled fiber De-inked pulp	145,000 60,000

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Cascades Djupafors A.B. (Sweden)	Light-weight coated boxboard, virgin fiber Thermomechanical pulp	60,000 50,000
Cascades Arnsberg GmbH (Germany)	Coated boxboard, recycled fiber	185,000
Cascades FjordCell (Québec)	Bleached softwood kraft pulp	82,000
Scierie Lemay Inc. (Québec)	Sawmill	N/A
Converting
Montréal (Québec)	Printing, embossing, debossing, thermobossing, ultra-violet drying services	35,000
Mississauga (Ontario)	Printing and infrared drying services	40,000
Cobourg (Ontario)	Processing and printing of boxboard for folding cartons	15,000
Winnipeg (Manitoba)	Processing and printing of boxboard for folding cartons	30,000
Lachute (Québec)	Processing and printing of boxboard for folding cartons	15,000
Hebron (Kentucky)	Processing and printing of boxboard for folding cartons	40,000
Dopaco, Inc. (Pennsylvania)	Packaging products for quick-service restaurant industry	200,000
Cascades Cartonboard UK Ltd (Great Britain)	Sheeting, distribution and resale services	N/A

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

Containerboard and Corrugated Products Group

        The Containerboard and Corrugated Products Group, represented by Norampac Inc., a joint venture company owned equally with Domtar Inc., employs more than 5,000 people in its 34 containerboard mills and corrugated products converting plants in Canada, the United States and France.

        Norampac has a total of eight linerboard and corrugated medium mills in Canada, the United States and France. These facilities have a combined annual production capacity of 1.6 million short tons, a growing percentage of which is dedicated to specialty papers such as white-top or colored-top linerboard. The products manufactured by the eight manufacturing mills consist of 52% linerboard and 48% corrugating medium. Approximately 65% of their North American output is converted by Norampac's 26 corrugated products plants, strategically located across Canada and the United States.

        In 2004, consolidated sales of this group remained unchanged compared to 2003 and 2002 which amounted to $1.3 billion, mainly allocated as follows: 65% in Canada, 27% in the United States and 8% outside of North America. Because the corrugated packaging industry is influenced by regional market share, Norampac maintains a decentralized sales force organized around geographic regions with sales personnel at each plant. In 2004, Norampac sold its corrugated packaging products to over 20,000 customers, primarily in Canada and the United States, with no single customer accounting for more than 10% of Norampac's 2004 net sales.

        The Containerboard Group purchases all of its virgin fiber needs in Québec and Ontario, and purchases its recycled fiber in the United States (50%) and in Canada (50%). The Corrugated Products Group purchases nearly all of its raw material needs directly from the Containerboard Group's mills.

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        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 2004:

Facilities	Products/Services	Annual capacity or Shipments(1)
Containerboard		(capacity in short tons)
Niagara Falls Division (New York)	100% recycled corrugating medium	225,000
Norampac Avot Vallée S.A.S. (France)	100% recycled corrugating medium and linerboard	140,000
Kingsey Falls Division (Québec)	100% recycled linerboard	94,000
Cabano Division (Québec)	Corrugating medium	233,000
Trenton Division (Ontario)	Corrugating medium in various basis weights	199,000
Mississauga Division (Ontario)	100% recycled linerboard	156,000
Red Rock Division (Ontario)	Unbleached kraft linerboard	450,000
Burnaby Division (British Columbia)	100% recycled corrugating medium and gypsum paper	127,000
Corrugated Products	(shipments in sq. feet)
Etobicoke Division (Ontario)	Variety of corrugated packaging containers	517,000,000
Jellco Division (Ontario)	Variety of corrugated packaging containers	142,000,000
Montreal Division (Québec)	Variety of corrugated packaging containers	713,000,000
Moncton Division (New Brunswick)	Corrugated packaging	502,000,000
Calgary Division (Alberta)	Die cut boxes	571,000,000
Concord Division (Ontario)	Variety of corrugated packaging containers	409,000,000
Québec Division (Québec)	Variety of corrugated packaging containers	493,000,000
Peterborough Division (Ontario)	Corrugated sheets, packaging and pallets	88,000,000
Richmond Division (British Columbia)	Corrugated packaging	492,000,000
St-Mary's Division (Ontario)	Corrugated packaging	848,000,000
Winnipeg Division (Manitoba)	Waxed corrugated containers	603,000,000
Drummondville Division (Québec)	Corrugated packaging containers for medium or heavy volume	743,000,000
Victoriaville Division (Québec)	Corrugated packaging of all sizes	367,000,000
Vaudreuil Division (Québec)	Variety of corrugated packaging containers	774,000,000
OCD Division (Ontario)	Corrugated packaging	1,038,000,000
Vaughan Division (Ontario)	Corrugated sheets	1,781,000,000
Saskatoon Division (Saskatchewan)	Corrugated product packaging	37,000,000

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Norampac New York City Inc. (New York)	Graphic packaging and industrial box mix	1,007,000,000
Norampac Leominster Inc. (Massachusetts)	Industrial box mix	759,000,000
Norampac Schenectady Inc. (New York)	Variety of corrugated packaging containers	661,000,000
Lancaster Division (New York)	Variety of corrugated packaging containers	113,000,000
Norampac Thompson Inc. (Connecticut)	Variety of corrugated packaging containers	140,000,000
Newfoundland Containers Limited (Newfoundland)	Corrugated sheets and products	185,000,000
Montcorr Packaging Ltd. (Québec)	Corrugated sheets	288,120,000	(2)
North York Division (Ontario)	Single face sheets, co-packaging and display operations	43,000,000
Buffalo Division (New York)	Custom boxes, specialized packaging	390,000,000
Lithothech Division (Ontario)	Single face laminate	190,000,000
Services
Art & Die Division (Ontario)	Graphic art and printing plates	5,367,000 square inches
Metro Waste Paper Recovery Inc. (Ontario)	Recovery of recycled fibers	265,000	(3)

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

(2)

Norampac holds 50% in Montcorr Packaging Ltd. and for this reason we only account for 50% of the total annual shipments.

(3)

Norampac holds 46% and we hold 27% of Metro Waste Paper Recovery Inc. Consequently, Norampac accounts for 46% of the total annual shipments.

Specialty Products Group

        The Specialty Products Group employs more than 1,600 people in 27 operating units located in North America and Europe. The specialty products group is active in eight segments, namely: the manufacture and marketing of uncoated board, kraft papers, moulded pulp products, plastic products, converting products, building materials and waste paper recovery and de-inking. Net sales for this Group amounted to $509 million in 2004 compared to $484 million in 2003 and $477 million in 2002.

        In 2004, approximately 45% of our specialty products were sold in Canada, 39% in the United States and 16% in Europe. Our specialty products are aimed at niche markets and, therefore, we maintain a separate sales force for each product line. Distributors and wholesalers assist our sales force with sales of our specialty products aimed at the commercial and industrial markets. For our industrial packaging products, the majority of which are produced by our joint ventures with Sonoco, Sonoco is responsible for all sales and marketing.

a.    Uncoated board

        Cascades Papier 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 85,000 metric tons of which 39.6% is sold to affiliated companies while the balance is sold to third parties of which three represent respectively 25%, 5.6% and 4.3% of sales. 64% of total sales are made to customers located in the province of Québec. Raw material is sourced principally in the province of Québec (74.7%), in Ontario (12.5%), Maine (6.1%) and Connecticut (2.1%). Products are delivered principally by, in order of importance, trucks, rail and ships.

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b.    Kraft paper

        The Cascades East Angus mill manufactures multiply kraft paper for various bags as well as many types of specialized papers such as butcher paper, paper for envelopes and paper which withstand grease or moisture. These types of specialty paper allow this unit to maintain a competitive share in this market. The annual capacity of this mill is 95,000 metric tons. The majority of its sales are in the United States (71.9% in 2004 compared to 67% in 2003). Its most important customer accounts for 11% of sales. Its products may contain 0% to 100% of recycled fiber depending on customer requirements. The supply of recycled fibers, which is generally stable, comes from Québec (25%) and the United States (75%) and the virgin fiber comes mostly from Québec. Products are delivered principally by trucks and rail.

c.    Moulded pulp products

        Cascades Forma-Pak in Kingsey Falls (Québec), Cascades Moulded Pulp, Inc., in North Carolina (United States) and Cascades Moulded Pulp-Brantford (Ontario) (a division that started operations in August 2004), manufacture moulded pulp products of 100% recycled material and are primarily destined for poultry farms and the quick-service restaurant business in Canada (40%) and the United States (60%). This segment of the Specialty Products Group produces mainly filler flats designed for egg processors, trays and specialty packaging products. Five customers of this group purchase 80% of sales.

        Raw material for these moulded pulp products is composed of 100% recycled material. The availability on the market is generally stable due to the corporate purchasing program. Competition in this segment comes principally from Canada and the United States.

        The following table lists the principal mills in the moulded pulp products segment and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2004:

Facilities	Products	Annual capacity(1)
		(in units)
Cascades Forma-Pak (Québec)	Disposable products for medical sector and filler flats	220,000,000
Cascades Moulded Pulp, Inc. (North Carolina)	Trays and specialty packaging products	70,000
Cascades Moulded Pulp Brantford (Ontario)	Trays	100,000

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

d.    Plastic products

        This segment manufactures a variety of plastic products in four plants, three located in Québec and one in the United States. These plants specialize in industrial and food packaging products. The packaging is manufactured using extrusion, thermal compression and thermal molding by injection. The principal raw material used is polystyrene.

        Plastiques Cascades, located in Kingsey Falls, Québec and Warrenton, Missouri specialize in the food industry, notably and packaging for the quick-service restaurant business and specialized containers for the meat processing industry. 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 supply of raw materials is becoming increasingly difficult due to export prices (particularly with respect to Asia). The principal products are building construction boards, 100% recycled plastic or wood-plastic composite commercialized under

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the names Permadeck® and Permadeck WPC® are manufactured from post-consumer recycled plastic and industrial raw materials. A variety of furnishings for outdoor use completes this list. Products are sold through sales agents, manufacturing agents and distributors. Competition comes mainly from the United States and Ontario.

        Cascades Inopak located in Drummondville, Québec, specializes in the thermo moulding of rigid sheets of plastic and moulding by injection. Its principle products are wrappers for packaging coins sold under the trade name Plastichange® and a complete line of multi-use containers known under the trade name Benpac™ and Vu Pack™ for the retail sale and packaging of food and industrial products such as products under the trade name Frig-O-Seal®. Products are sold through distributors and agents. The principal raw materials used are P.E.T., polypropylene clear polystyrene and PVC. Competitively, five principal players in the United States and Canada share in a highly consolidated market while pressure is being felt from Asia.

        Sales, for this segment, are as follows:

Territory	2003		2004
Québec	30	%	39	%
Ontario	20	%	18	%
The rest of Canada	3	%	4	%
United States	39	%	39	%

        The following table lists the main mills in the plastic products segment and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2004:

Facilities	Products	Annual capacity(1)
		(in kilograms)
Plastiques Cascades (Québec)	Polystyrene foam containers	9,500,000
Plastiques Cascades— Re-Plast (Québec)	Profilés multi-usages, urban furniture, patio and balcony planks	7,500,000
Cascades Inopak (Québec)	Coin wrappers, multi-use packaging	5,000,000
Cascades Plastics Inc. (Missouri)	Polystyrene foam containers	5,000,000

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

e.    Converting products

        This segment of the Specialty Products Group's operations mainly consists in converting uncoated board, obtained principally within the Cascades network into industrial packaging materials for the pulp and paper industry, such as roll headers, roll-edge protectors and paperboard packaging for rolls of paper. The converting segment of the Specialty Products Group is a leader in the North American market.

        Cascades Multi-Pro, located in Drummondville, Québec manufactures laminated boards used in many industrial sectors as well as honeycomb paperboard. The Cascades Enviropac Berthierville, Québec and Toronto, Ontario plants manufacture honeycomb paperboard used as industrial packaging in general. Converdis Inc., also located in Berthierville, manufactures packaging products. Cascades Conversion Inc. in Kingsey Falls, Québec, manufactures roll headers and a unique model of heat plate for sealing roll edges. All these boards are also manufactured by Cascades Sonoco Inc., a joint venture located in Washington and Alabama, United States.

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        The sales for these mills are made either through an independent agent or by their own sales force. In 2004, one customer accounted for 15.04% of sales of this segment and the principal geographic market is the United States with 42%, followed by the province of Québec at 34% and by other Canadian provinces at 24%.

        The following table lists the main mills in the converting products segment and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2004:

Facilities	Products	Annual capacity(1)
		(in metric tons or square feet)
Cascades Conversion Inc. (Québec)(2)	Roll headers and packaging products	55,000
Cascades Multi-Pro (Québec)	Sheeting, dividers, laminated board and honeycomb packaging products	26,000
Converdis Inc. (Québec)(2)	Packaging products	55,000
Cascades Sonoco Inc.—Birmingham (Alabama)(2)	Roll headers and packaging products	44,000
—Tacoma (Washington)	Roll headers and packaging products	30,000
Cascades Enviropac Berthierville (Québec)	Honeycomb packaging products	7,200
Cascades Enviropac Toronto (Ontario)	Honeycomb packaging products	6,000
Cascades Rollpack S.A.S. (France)	Roll headers and reams	20,000

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

(2)

These units are held 50% by Cascades.

f.    Building Materials

        Cascades Lupel, located in Cap-de-la-Madeleine, Québec, manufactures backing for vinyl flooring traded under the trademarks Endorex®, Absorbak® and Guardflo®. Sales for these units were made primarily in the United States (58%), in Canada (41%) and in Mexico (1%). The products are delivered principally by trucks and rail. Two major customers represent respectively 52% and 41% of sales. The mill's annual production capacity is 58,000 metric tons. The raw materials are generally readily available and the mill sources 70% of its needs from the United States, the remainder is sourced in Canada.

        Cascades Sainte-Marie SAS, located in Boissy-Le-Châtel, France, principally manufactures backing for vinyl flooring primarily for the North-America market (84%), which represents 78% of the sales. This unit also manufactures mineral bases to make fireproof and facing for insulation panel.

g.    Waste paper recovery

        In 2004, Cascades Recovery handled more than 247,000 metric tons of waste paper. In this same period, 78% of its sales were in Canada, with 22% in export, principally in Asia. Fifty percent of its

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business is done within the Cascades Group. Waste paper is obtained from industrial and commercial users as well as curbside collection in municipalities.

h.    De-inking

        Désencrage CMD, situated in Cap-de-la-Madeleine, Québec, with an annual capacity of 125,000 metric tons of de-inked pulp used for the production of newspaper ceased its operations in March 2003.

        The mill in Auburn, 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. Sixty-three percent of sales are made in the United States and 37% are made in Canada. The three most important customers account for 34%, 22% and 7% of sales respectively.

        Cascades Greenfield S.A.S. situated at Château-Thierry, in France, manufactures from waste paper material a high gloss de-inked pulp used for the production of fine paper and tissue. This plant has an annual capacity of 120,000 metric tons. The products are distributed in the European market (98%), in Japan and in Australia. The three principal customers account for 15%, 8% and 8% of sales respectively.

Fine Papers

        Cascades Fine Papers Group, with sales of $714 million in 2004 compared to $734 million in 2003 and $802 million in 2002, regroups five divisions which employ more than 1,700 people. In 2004, the consolidated sales of the Fine Papers Group were 75% in Canada and 24% in the United States. In 2004, approximately 70% of the output of our fine paper mills was sold to wholesale paper merchants, including our own distribution division, 5% was sold directly to business forms and envelope manufacturers and other converters and the remaining 25% was sold to security printers and other end users, including governments.

        The Rolland Division operates a plant in St-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 principally from recycled material. The products are marketed under such names as Superfine Linen Record™, Colonial Bond™, ReproPlus™, Rockland™, Rolland Opaque™, Nouvelle-Vie Opaque™, Rolland Motif™, Rolland Laser Hi-Tech™, Nouvelle-Vie DP100™, Rolland Evolution™, Make Your Mark™, Enviro 30, 50 and 100™ and Rolland Digital CC™. This division sells 45% of its products in the United States through sales representatives located in St-Jérôme and Québec, Québec, Toronto and Ottawa, Ontario and Vancouver, British Columbia as well as in Milford and Ellington, Connecticut and Chicago, Illinois, through Cascades Fine Papers Group (Sales) Inc.

        The Breakey Fibers Division, located in Breakeyville, 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. Breakey Fibers Division is supplied with waste paper coming from Eastern Canada and from the United States. In 2004, almost 57% of the output of the Breakey Fibers' facility was used at the St-Jérôme mill, approximately 11% at the Thunder Bay, Ontario facility and 28% at different Cascades Group companies. The remaining production is sold on the open market.

        Cascades Resources is one of the largest Canadian distributors of fine papers and graphic art products. This division has a network of wholesalers in Québec and elsewhere in Canada It also owns a conversion and distribution plant in Mississauga, Ontario operating under the name of Roll-O-Vert Paper Sales and another operating in Winnipeg, Manitoba. With 14 sales offices and warehouses situated in strategic centres in Ontario, Québec, British Columbia, Alberta, Manitoba and Nova Scotia, this division covers 95% of Canada's fine paper market in which it has an estimated market share of 23%. Each branch operates as an independent profit centre. The core market of this division is the

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graphic arts industry of which 83% is made of printing business papers, 15% in graphic art products, and 2% of diversified products. The Fine Papers Group supplies the distribution division with about 10% of its paper purchases.

        The Converting Centre Division, located in St-Jérôme, Québec, owns and operates a sheeting center having an annual capacity of 110,000 short tons. The Centre offers warehousing services with a capacity of 7,000 short tons. It offers sheeting, warehousing and distribution services to other divisions of the Fine Papers Group as well as outside customers.

        Cascades Fine Papers Group Thunder Bay Inc. operates a coated fine paper mill, with an annual production capacity of 175,000 short tons. The paper mill provides for 100% of its hardwood mechanical pulp needs, manufacturing some 40,000 metric tons annually on its own premises. About 63% of its sales are in the United States and the remainder in Canada. The products manufactured are marketed under the trademarks Jenson™, Beta™, Gamma™, North 49 Matte™, Dividend Gloss™, Lakecard™, Route 88™, Eco Return Card™, Provincial C1S™, Provincial SWS™ and Provincial MWS™.

        Because of European and Asian imports, the Canadian and American markets for fine papers products are extremely competitive. The coated and uncoated fine papers segment has experienced sales prices in 2003 and 2004 substantially below the last ten years average.

        In 2004, fiber represented approximately 37% of total operating costs in its plants. The Fine Papers Group is fully integrated for mechanical and recycled pulp and partially integrated for softwood kraft pulp. Its primary source for softwood and hardwood kraft pulp needs is Canada.

        The pulp and paper industry is recognized for its cyclical character. The coated and uncoated fine papers segment is no exception.

        The fine papers segment has become a global market. Important additional capacity emanating from Europe and Asia and a decline in exports are responsible for the imbalance in demand on the North American continent.

        The following table lists the major plants of the Fine Papers Group and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2004:

Facilities	Products / Services	Annual capacity(1)
		(in short tons)
Manufacturing
Rolland Division (Québec)	Uncoated fine paper	166,000
Breakey Fibers Division (Québec)	De-inked kraft pulp	51,000 (metric tons)
Cascades Fine Papers Group Thunder Bay Inc. (Ontario)	Coated fine papers	175,000
Distribution/Converting
Converting Center Division (Québec)	Converting of fine papers	110,000
Cascades Resources (Canada)	Distribution of fine papers and graphic arts Products; converting, packaging and warehousing	N/A
Cascades Fine Papers Group (Sales) Inc. (USA)	Sales	N/A

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

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Tissue Papers

        The Tissue Group manufactures, converts and markets a vast array of products mainly made with recycled fiber and intended for the commercial, 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 private labels and under its own brand names in the commercial and industrial Canadian and American markets such as North River® New Horizon®, Decor®, Collection Moka® and Wiping Solutions™, and Perkins® in Canada. In the retail market, products are marketed under Cascades® and Doucelle®, in Canada and Pert® and Best Value® in the United States. In 2004, two clients accounted for 38.9% of retail sales with 21.9% and 17%. In addition, Tissue Group also sells parent rolls of bathroom tissue, paper towels, paper hand towels and specialty papers to a large number of converters. One client accounts for 97.1% of parent roll sales. In 2004, one client accounted for 20.3% of overall sales in the retail, commercial and industrial markets and parent rolls. Products are sold through distributors and agents in the United States and in Canada primarily through sales representatives and the merchandise is delivered by trucks and by rail.

        The Tissue Group consolidated sales for 2004 amounted to $717 million compared to $686 million in 2003 and $727 million in 2002. In 2004, Tissue Group's production was sold as follows: in the United States, 68% and in Canada, 32%. The Canadian mills generated 68% of the total revenue in Canada and 32% in the United States. The American mills generated 98% of the total revenue in the United States. Fifteen manufacturing and converting plants and 13 distribution centers employ more than 2,000 people.

        The Candiac plant in Québec manufactures tissue paper made from recycled fibers and converts it into paper towels and bathroom 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 at the Candiac mill is transferred to the Laval and Waterford plants and to Cascades Tissue Group—Pickering Inc. 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. These products are mainly destined to the Canadian and American commercial and industrial markets. The production not converted is transferred to the North Carolina plant.

        The Laval Plant in Québec specializes in the converting of tissue paper into paper napkins for the Canadian and American fast food and food industries.

        The Kingsey Falls plant in Québec manufactures tissue paper made from recycled fibers and converts it into bathroom tissue, paper 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 and Waterford plants and to Cascades Tissue Group—Pickering Inc. or is sold in parent rolls to other converters.

        The Calgary plant in Alberta converts tissue papers into paper towels and bathroom tissue for the Canadian retail, commercial and industrial markets.

        Cascades Tissue Group—North Carolina Inc. manufactures tissue paper made from recycled fibers and converts it into facial tissue, paper towels and bathroom tissue. These products are mainly sold in the commercial and industrial markets, both in Canada and the United States. The production not converted is transferred to the Waterford plant or is sold in parent rolls to other converters.

        Cascades Tissue Group—IFC Diposables Inc. specializes in the manufacturing of commercial and institutional wiping products as well as the distribution of paper towels, bathroom tissue and incontinence products. These products are sold in the commercial and industrial markets in the United States.

        Cascades Tissue Group—Wisconsin Inc. manufactures tissue paper made from recycled fibers and converts it into paper napkins, facial tissue, paper towels and bathroom tissue. These products are

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mainly sold in the retail market in the United States. The production not converted is transferred to the Waterford and Calgary plants or is sold in parent rolls to other converters.

        Cascades Tissue Group—Pennsylvania Inc. manufactures tissue paper made from recycled fibers and converts it into paper napkins, facial tissue, paper towels and bathroom tissue. These products are mainly sold in the retail market in the United States. The production not converted is transferred to the Waterford and IFC Disposables plants or is sold in parent rolls to other converters.

        Cascades Tissue Group—Oregon Inc. produces parent rolls made of 100% virgin fibers. The production is transferred to the Arizona plant or is sold to other converters.

        Cascades Tissue Group—New York Inc., Waterford Division, 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 production not converted is transferred to the Waterford and Calgary plants or is sold in parent rolls to other converters.

        Cascades Tissue Group—New York Inc., Mechanicville Division, produces parent rolls made from recycled fibers. The production is transferred to the Waterford Division and Cascades Tissue Group—Pickering Inc. or is sold to other converters.

        Cascades Tissue Group—Arizona Inc. 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.

        Cascades Tissue Group—Tennessee Inc., which started its operation at the end of 2004, produces parent rolls made from recycled fibers. The production is sold to other converters.

        Cascades Tissue Group—Pickering Inc. specializes in the converting of tissue paper into paper towels, paper hand towels and bathroom tissue. These products are sold in the commercial and industrial markets throughout Canada.

        The following table lists the major plants 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 2004:

Facilities	Products	Annual capacity(1)
		(in short tons)
Manufacturing/Converting
Candiac (Québec)	Paper towels, bathroom tissue	77,000
Lachute (Québec)	Paper hand towels	33,000
Kingsey Falls (Québec)	Paper towels, facial tissue, bathroom tissue	97,000
Cascades Tissue Group—North Carolina Inc.	Paper towels, facial tissue, bathroom tissue	55,000
Cascades Tissue Group—Wisconsin Inc.	Paper towels, bathroom tissue, facial tissue and paper napkins	55,000
Cascades Tissue Group—Pennsylvania Inc.	Paper towels, bathroom tissue, facial tissue and paper napkins	55,000

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Manufacturing
Cascades Tissue Group—Oregon Inc.	Parent rolls	75,000
Cascades Tissue Group—New York Inc. (Mechanicville)	Parent rolls	50,000
Cascades Tissue Group—Tennessee Inc.	Parent rolls	35,000
Converting
Calgary (Alberta)	Paper towels, bathroom tissue	N/A
Laval (Québec)	Paper napkins	N/A
Cascades Tissue Group—Arizona Inc.	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
Cascades Tissue Group—Pickering Inc. (Québec)	Converting paper towels, paper hand towels and bathroom tissue	N/A
Manufacturing/Converting/Distribution
Cascades Tissue Group—IFC Disposables Inc. (Tennessee)	Manufacturing industrial wipes Distribution incontinence products, bathroom tissue and paper towels	N/A

(1)

Capacity is determined assuming the facility runs 24 hours per day on a 350-day year.

Research and development

        We have our own research and development center (the "Center") in Kingsey Falls, Québec, with a staff of 48. The Center provides the Cascades Group with product design and development services in addition to technical support for solving production problems and improving quality. In addition to these services, the Center also supplies environmental consultation and expertise.

        Inaugurated on March 26, 2004 in Kingsey Falls, Québec, we have a new Information Technology Center (the "IT Center"). We develop our own software in many spheres of activity such as accounting, finance, human resources, warehouse logistics, transport management and production management. The IT Center presently employs 103 people and has been in operation since February 10, 2004.

Competitive conditions

        The markets for the products are highly competitive. In some of the markets in which we compete, particularly in boxboard, tissue and specialty products, we compete with a small number of other producers. Other markets, such as for containerboard, are extremely fragmented. In some businesses, such as in the containerboard and fine papers industries, competition tends to be global. In others, such as the tissue industry, competition tends to be regional. In the 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.

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        Competition in the markets is primarily based upon the quality, breadth and performance characteristics of the products, customer service and price. The ability to compete successfully depends upon a variety of factors, including: (1) the ability to maintain high plant efficiencies and operating rates and lower manufacturing costs, (2) the availability, quality and cost of raw materials, particularly recycled and virgin fiber, and labor, and (3) the cost of energy.

        Some of competitors may, at times, have lower fiber, energy and labor costs and less restrictive environmental and governmental regulations to comply with in comparison to us. 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 we are may have cost advantages in periods of relatively low pulp and 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 products, the strength of negotiating position with these customers could be weakened, which could have an adverse effect on pricing, margins and profitability.

Cycle components

        We are a diversified producer of packaging products, tissue paper and fine papers with operations in Canada, the United States and Europe. We have leading market positions for many of our products in North America and are one of the foremost producers of coated boxboard in Europe.

        Although we believe that our product, integration level, market and geographical diversification help to mitigate the adverse effects of industry conditions, the markets for some of our products is highly cyclical. These markets are heavily influenced by changes in the North American and global economies, industry capacity and inventory levels maintained by customers, all of which affect selling prices and profitability. We are also affected by the variation of the Canadian dollar against the U.S. dollar and the Euro.

Environment

        We are subject to environmental laws and regulations imposed by various governmental and regulatory authorities in all the countries where it operates. We comply with all applicable environmental legislation and regulations. However, ongoing capital and operating expenses are expected to be incurred to achieve and maintain compliance with applicable environmental requirements.

        In 2004, environmental protection requirements and the application of the business' environmental mission required investments and led to operating costs in the following amounts:

Country	Investments ($ Can)		Operatings ($ Can)
Canada	15,315,651		40,534,548
United States	13,173,632		20,189,170
Europe	1,362,310		22,170,681
Total	29,851,593	(1)	82,894,399	(1)

(1)

These amounts include 100% investments and costs of Norampac Inc.

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        We recycle more than 2.5 million of short tons of waste paper, which represents more than two thirds of our total sourcing in fiber.

Reorganizations

        During the year ended December 31, 2003, we reorganized our Canadian subsidiaries. At the end of December 2003, we proceeded by way of asset and share transfers and amalgamation to regroup into one entity our subsidiaries and divisions related to our Canadian production activities, Cascades Canada Inc. Following the reorganization, our subsidiaries and divisions were given new names, reflecting their activities, namely: Cascades Boxboard Group, Cascades Tissue Group and Cascades Specialty Products Group. Cascades Fine Papers Group Inc. was excluded from this reorganization. We also transferred our transport activities to a new company, Cascades Transport Inc.

Legal Proceedings

        In 2003, we were informed that a division of Cascades Fine Papers Group Inc., was the subject of an inquiry by the Canadian Commissioner of Competition as to whether Cascades Resources and its competitors had colluded to unduly reduce market competition between paper merchants in Canada. In 2004, the Competition Bureau increased the scope of its investigation to a larger number of products and for a longer period of time. The Competition Bureau has not informed us regarding the status of the inquiry or whether charges will be brought against that division. As this inquiry is still ongoing, our management is unable to assess what further action, if any, the Competition Bureau may take or the possible impact of the outcome of the inquiry on us. Based on the information currently available, we are unable to determine the outcome of the investigation.

        An action was filed against us on October 4, 2004, in the Supreme Court of the State of New York, Niagara County, by ServiceCore, Inc., alleging that we breached a Finder Agreement in respect of gypsum board dated April 1999. We have filed an answer denying the allegations of breach of the Finder Agreement. We are unable to determine the outcome of this action at this time. If the court were to find against us, management believes the amount of damages would be based on a percentage of sales of gypsum board by Norampac Inc., a joint venture, during the period between April 2, 2001 and the date of the judgement. If the judgement had been rendered in respect of the period ending December 31, 2004, management believes the total amount of damages would not have exceeded $3 million.

Raw Materials and Energy

        Our principal raw materials are recycled paper and virgin fiber, which are sourced through our own internal operations and purchased from third parties, including pursuant to short-term supply contracts. We produce virgin pulp, substantially all of which is consumed by our mill operations. On a net basis, in 2004, we purchased approximately 300,000 metric tonnes of various virgin and recycled pulp grades annually in the open market. After fiber costs, labor, energy and chemicals are the most significant components of our production costs. Energy is used to generate steam that we use in our production process and to operate machinery. Chemicals are used both in the manufacturing process and for coating of some of our products. We believe there are adequate sources and availability of supply of our raw materials, labor, energy and chemicals.

        Recycled Paper.    Recycling in the paper industry involves the recovery of cellulose fibers from recycled materials, predominantly waste paper. Since our inception, we have owned or had interests in recycling, collection and sorting operations and recycled paper has been our principal fiber source. We are currently Canada's largest consumer of recycled paper, consuming more than 1.9 million short tons annually. We own or have interests in 23 recycled paper recovery centers in Canada and the United States that process and broker more than 2.2 million short tons of recycled paper annually.

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Approximately 23% of this recycled paper is consumed by our mill operations and the rest is sold in the open market. 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 more effectively manage our inventory levels and raw material costs. Further, the technical knowledge that we have developed allows us to efficiently use a wide variety of recycled paper grades to minimize cost while producing high quality products.

        We directly operate four recovery centers in Canada. In addition, we have a 50% joint venture interest in Metro Waste, 27% of which is owned directly by our packaging products segment and 23% of which represents our 50% share of Norampac's 46% interest. Metro Waste operates 14 recovery centers in Canada and two recovery centers in the United States. We have a supply contract with Metro Waste, under which we have the right to purchase up to approximately 260,000 short tons of the recycled paper collected by Metro Waste per year. We also have a 23% interest in Canusa Corporation, which has minority interests in recycling related businesses in the United States. Our recovery operations collect, sort, process and broker collected recycled paper. The recovery centers are strategically located close to their customers' mills, including our mills, reducing transportation costs and improving delivery times.

        Virgin Fiber.    We operate several virgin pulp mills, consisting of stand-alone pulp mills or pulp operations integrated with our mill operations. Our mills have a total annual production capacity of approximately 915,000 metric tonnes and can produce various types of pulp, including kraft pulp, semichemical pulp, mechanical pulp and thermomechanical pulp. Substantially all of the pulp we produce at these operations is consumed at our mill operations. We procure the balance of our virgin pulp requirements from third parties.

        Norampac secures its wood fiber from three sustainable forest licenses, private land and crown land managed by Domtar and sawmills associated with Domtar and Norampac, as well as pursuant to contracts with other private and public sources.

        Energy and Steam.    Energy is purchased from local suppliers, including power marketers and utilities. Steam is generated internally, except at our Kingsey Falls mill and Norampac's containerboard mill in France, which purchase their steam from Boralex affiliates.

        We own a 43% interest in Boralex Inc., an independent producer of electric and thermal power with operations in the Province of Quebec and the northeastern United States. Boralex has considerable experience and expertise in the production and marketing of energy, providing us with better insight into the energy market.

Properties

        We maintain a number of manufacturing mills and plants, warehouses, research and development facilities and sales offices. Our operations are strategically located in geographic proximity to our customers due to significant transportation costs and the importance of prompt delivery to customers. Most of our production is shipped by a leased truck fleet or other common carriers to customers generally within a 200-mile radius of each plant.

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        Our principal manufacturing, waste paper recovery, pulp mills and research and development facilities as of December 31, 2004 are:

		Number of Facilities
					Range of Lease Expiration Dates
		Total	Owned	Leased
North America:
	Packaging mills and plants(a)	61	45	16	2006–2019
	Tissue mills and plants	15	11	4	2004–2021
	Fine papers mills	3	3	—	N/A
	Independent pulp mills(b)	1	1	—	N/A
	Independent de-inking mills(b)	3	3	—	N/A
	Recovery operations(c)	21	7	14	2004–2010
	Research and development	1	1	—	N/A
Europe:
	Packaging mills and plants	9	8	1	2004
Other:
	Sales and marketing	12	2	10	2004–2009

(a)

Includes (i) 32 facilities operated by Norampac, 21 of which are owned and eight of which are leased, and (ii) three facilities operated by our joint ventures with Sonoco. Does not include facilities operated by entities in which we only have a minority interest, such as Dopaco.

(b)

Does not include pulp or de-inking mills located adjacent to our packaging, tissue or fine paper mills.

(c)

Includes 16 recovery centers operated by Metro Waste, five of which are owned and 11 of which are leased. Does not include facilities operated by entities in which we only have a minority interest, such as Canusa, in which we have a 23% interest. Canusa has minority interests in recycling related businesses in the United States.

Quality Assurance

        In order to meet customer requirements and expectations, we maintain stringent standards of quality control. We routinely employ in-process analysis by using testing equipment during all stages of design, launch and the machining process to assess compliance. Our analysis processes include control systems that monitor product quality, failure mode and effect analysis and a continuous improvement program for our manufacturing facilities' machinery. As a result, we are able to significantly improve efficiency, quality and reliability. Currently, 60 of our manufacturing facilities are ISO 9001 or ISO 9002 certified and ten of them are also ISO 14001 certified.

Intellectual Property

        We actively pursue applications for patents on new inventions and designs and protect our patents against infringement. We hold or are licensed to use certain patents, licenses, trademarks and trade names on products. However, we do not consider that the successful continuation of any material aspect of our business depends on such intellectual property.

Employees and Labor Relations

        As of December 31, 2004, we had approximately 15,800 employees, of whom approximately 12,600 were employees of our Canadian and United States operations, which includes employees of our joint ventures. Approximately 60% of our Canadian and U.S. employees are represented by unions under 46 separate collective bargaining agreements. In addition, in Europe, some of our operations are subject to

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national collective bargaining agreements that are renewed on an annual basis. While the terms of these agreements may vary, we believe that the material terms of our collective bargaining agreements are customary for the industry and the type of facility, the classification of the employees and the geographic location covered by such agreements. Of our 46 collective bargaining agreements, six have expired and another five will expire within this year and another five will expire in 2006. We are in the process of bargaining with the unions at operations where the agreements have expired or will expire in the next few months. Our remaining agreements expire between 2006 and 2009. Generally, we begin the negotiation process several weeks or months in advance of the expiration of the applicable agreement. While we cannot assure you that we will be successful in negotiating our labor contracts as they expire, we do not anticipate these negotiations to have a material adverse impact on our business, financial conditions or results of operations. We believe that our employee relations are good.

        We are committed to fostering a dynamic and creative work environment for our employees. Our profit-sharing plan for our employees links their annual bonuses to the profitability achieved by an individual mill or group depending on the employee's level within the our organization. This plan is intended to stimulate and develop team spirit while strengthening employees' commitment by involving them in our financial growth. We emphasize employee accountability, encourage an entrepreneurial environment and seek to promote from within our organization. For more information about our profit sharing plan, see "Management—Short-Term Incentive Plan."

        Our employees, as of December 31, 2002, 2003 and 2004, were as follows:

		Number of Employees
		2002	2003	2004
Corporate		736	732	771
Packaging Products:
	Boxboard and folding cartons	3,200	4,146	4,238
	Containerboard and corrugated containers(a)	4,732	5,114	5,231
	Specialty Products(b)	1,728	1,612	1,613
	Total Packaging	9,462,	10,872	11,082
Tissue Paper		2,017	2,003	2180
Fine Papers		1,848	1,741	1,731
	Total	14,063	15,348	15,764

(a)

Includes 100% of Norampac's employees.

(b)

Includes 100% of our Sonoco joint ventures' employees.

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MANAGEMENT

Directors and Executive Officers

        The following table set forth information with respect to our executive officers and directors as of March 31, 2005:

Name	Age	Position
Bernard Lemaire	68	Chairman of the Board
Laurent Lemaire	66	Executive Vice Chairman of the Board
Alain Lemaire	57	President, Chief Executive Officer and a Director
Jean-Luc Bellemare	52	Vice President, Information Technologies
Norman Boisvert	54	Vice President, Administration
Hubert Bolduc	32	Vice President, Communications and Public Affairs
Claude Cossette	54	Vice President, Human Resources
Alain Ducharme	49	Vice President, Management
Christian Dubé	48	Vice President and Chief Financial Officer
Robert F. Hall	49	Vice President, Legal Affairs and Corporate Secretary
Thomas Roberts	56	Vice President, Business Development
Allan Hogg	38	Corporate Controller and Treasurer
Suzanne Blanchet	47	President and Chief Executive Officer of Cascades Tissue Group Inc.
Denis Jean	56	President and Chief Executive Officer of Cascades Fine Papers Group Inc.
Éric Laflamme	40	President and Chief Operating Officer of North America Cascades Boxboard Group Inc.
Mario Plourde	43	President and Chief Operating Officer, Specialty Products Group
Paul R. Bannerman	61	Director
Robert Chevrier	61	Director
Andre Desaulniers	63	Director
Michel Desbiens	65	Director
James B.C. Doak	49	Director
Louis Garneau	46	Director
Sylvie Lemaire	42	Director
David McAusland	51	Director
Martin P. Pelletier	62	Director
Laurent Verreault	63	Director

        Bernard, Laurent and Alain Lemaire are brothers and Sylvie Lemaire is the daughter of Bernard Lemaire.

        Officers are elected annually by the board of directors and hold office at the pleasure of the board of directors until the next annual selection of officers or until their successors are elected and qualified.

Bernard Lemaire has been a director since 1964 and has served as the Chairman of the Board since April 1992. He serves as a member of the Administrative Committee. Previously, he served as our President and Chief Executive Officer. He is currently the Chairman of the Board and Chief Executive Officer of Boralex. Mr. Lemaire is also a Director of Norampac, as well as Groupe Laperriere & Verreault Inc., a Canadian manufacturer of machinery for the pulp and paper industry.

Laurent Lemaire has been a director since 1964. From 1992 until July 2003, he was our President and Chief Executive Officer. As of July 2003, he became our Executive Vice Chairman of the Board. He serves as a member of the Administrative Committee. Mr. Lemaire is also a director of Junex Inc.,

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a Canadian company specializing in natural gas exploration, and Scotia Bank. Mr. Lemaire is also a director of Norampac, Canusa Corporation and Matériaux Spécialisés Louisville.

        Alain Lemaire has been a director since 1967. He was our Executive Vice President from 1992 until July 2003. In July 2003, he became our President and Chief Executive Officer. Additionally, Mr. Lemaire was President of Norampac since its incorporation on November 27, 1997, and served as its Chief Executive Officer until 2003. He has been a Director of Norampac since December 30, 1997. Mr. Lemaire serves as a member of the Administrative Committee.

Jean-Luc Bellemare has been our Vice President, Information Technology since he joined the company in 1999. Before joining Cascades, he worked as Executive Vice President of the Sodisco-Howden Group, a publicly held hardware distributor for four years. He is also a member of the Québec Order of Chartered Accountants.

        Norman Boisvert was a director from 1992 until May 5, 2005. He has been our Vice President, Administration since 1991. Mr. Boisvert joined our company in 1974. From 1994 to 2001 he also was President of Recuperation Cascades, which was one of our subsidiaries that was liquidated and is now one of our divisions. He served as a member of the Human Resources Committee and Administrative Committee.

Robert Chevrier has been a director since 2003 and serves as a member of the Audit Committee. Mr. Chevrier is the President of Societe de Gestion Roche Inc., a private holding company, and is currently director of the BMO Financial Group, a diversified financial services provider, CGI Group Inc., a Canadian independent information technology services firm, Transcontinental Inc., a Montreal-based printing and media company, and Richelieu Hardware Ltd., a distributor and importer of specialty hardware and complementary products. Between November 1993 and March 2001, he was Chairman, President and Chief Executive Officer of Westburne Inc., a distributor of electrical, plumbing and industrial material. He is also a director of Addenda Capital Inc.

Claude Cossette has been our Vice President, Human Resources since March 1998. Mr. Cossette began as our Coordinator of Total Quality and Training in January 1994 and was promoted in November 1995 to Mill Manager at Norampac.

Alain Ducharme has been our Vice President, Management since 1997. Previously, he served as Vice President, Administration of Norampac Inc. Mr. Ducharme joined our company in 1978.

Robert F. Hall has been our Vice President, Legal Affairs and Corporate Secretary since March 1994. He also serves as Vice President, Legal Affairs and Corporate Secretary of Norampac and as Corporate Secretary of Boralex Power Income Fund. Prior to his employment with us, Mr. Hall was a partner at Byers Casgrain, now Fraser Milner Casgrain LLP, a Canadian law firm.

        Suzanne Blanchet has been the President and Chief Executive Officer of our subsidiary, Cascades Tissue Group Inc., since 1997. Ms. Blanchet joined Cascades in 1979 and held various positions. Ms. Blanchet was a director of Soquip Energie Inc., a Canadian energy company, from 1995 to 1999 and served on the Board of Trade of Metropolitan Montreal from 1998 to 2001. She currently serves as a director at InnovAssur Assurances Generales Inc., a Canadian insurance company, and at La fondation du Centre hospitalier Anna-Laberge. She is also a director for FCPC (Food & Consumer Product of Canada) since June 2004.

        Denis Jean has been the President and Chief Executive Officer of our subsidiary, Cascades Fine Papers Group Inc. since April 2002. Before joining our company Mr. Jean served as Executive Vice President of Donohue Inc. from 1997 until 2000 and more recently, between June 2000 and April 2002, he was Senior Vice President, Northern Operations for Abitibi-Consolidated Inc. From 1995 to 2000 Mr. Jean served as director for Finlay Forest Products, Donohue Malbaie and Manicouagan Power Company. He also represented Donohue Inc. as a member of the Executive Committee of the Québec

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Forest Industries Association. He served as Chairman of the Board of the Québec Forest Industries Association in 1999.

Christian Dubé has been the Vice President and Chief Financial Officer since May 17, 2004. He was Vice President and Chief Executive Officer of Domtar Inc. and a director of Norampac Inc.

Allan Hogg has been Corporate Controller and Treasurer since April 2004. Previously, he had been serving as Corporate Controller. Mr. Hogg has been at Cascades since 1990. He is currently a director of Boralex Inc., an affiliated company.

Hubert Bolduc has been the Vice President, Communications and Public Affairs since October 25, 2004. He was Press Secretary, Office of the Deputy Minister and Minister for State for the Economy and Finance and Press Secretary for the Prime Minister of Québec.

Eric Laflamme has been the President and Chief Operating Officer, North America of our subsidiary, Cascades Boxboard Group Inc., since October 2002. Mr. Laflamme has been at Cascades since 1987. Before his current position, Mr. Laflamme held the position of Vice President and Managing Director of our subsidiary Cascades S.A. He is currently a director of Cascades S.A.

Mario Plourde has been the President and Chief Operating Officer of our specialty products group since May 2000. Previously, he had been serving as Vice President and Chief Operating Officer of our specialty products group since 1998. Mr. Plourde joined Cascades in 1985. He is currently a director of ABZAC Canada Inc., a Canadian manufacturer of tubes and cores.

Paul R. Bannerman has been a director since 1982. He is the current chairman of Etcan. He was the president of Etcan between 1978 and 2002. He has also been a director of Norampac since December 30, 1997 and had been a director of our subsidiary, Cascades Boxboard Group Inc., from 1992 to 2001.

Andre Desaulniers has been a director since 1982. He serves as a member of the Audit Committee and of the Corporate Governance Committee. Mr. Desaulniers has been serving as Chairman of the Board of The Jitney Group Inc., a brokerage house specializing in professional trading since 2001, and had been a director of our subsidiary, Cascades Boxboard Group Inc., from 1992 to 2001. Mr. Desaulniers is a director of Companies. He was Chairman of the Board of Directors of McNeil, Mantha, Inc., a stock broker, from 1974 to 1991. He also sat on many Audit Committees, such as, among others, as President of the Audit Committee of the Montreal Stock Exchange.

        Michel Desbiens has been a director since 2001. He serves as a member of the Human Resources and Environmental, Health and Safety Committees. From June 2000 to October 2002, he served as a consultant for the paper industry. Mr. Desbiens has held various positions in the paper industry such as Chairman of the Board of Abitibi-Consolidated Inc., a Canadian pulp and paper producer, and Chief Executive Officer of Donohue Inc. between 1993 and 2000. Mr. Desbiens serves as a director and was Chief Executive Officer, International Operations of Québecor World Inc., a commercial printer between November 2002 and January 2003. He was named President and Chief Executive officer of Québecor, World Inc. at the beginning of January 2003, but resigned at the end of February 2003 for family reasons.

Louis Garneau has been a director since 1996. He serves as a member of the Human Resources Committee. Mr. Garneau is the founder of Louis Garneau Sports Inc. since 1983. He was named Chevalier de l'Ordre national du Québec in 1997 and Officer of the Order of Canada in 1999.

        Sylvie Lemaire has been a director since 1999. She is a member of the Environmental, Health and Safety Committee. Since January 2000, she has served as President of Fempro Inc. a Canadian company specializing in the manufacturing and marketing of feminine hygiene products. From May 1996 until that appointment, she was Vice President and General Manager of Fempro.

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David McAusland has been director since 2003 and serves as a member of the Corporate Governance Committee. Since 1999, Mr. McAusland has been employed by Alcan Inc., a Montreal-based multinational aluminum and packaging company where he currently holds the position of Executive Vice-President, Corporate Division and Chief Legal Officer. He is a member of the Executive Committee of Alcan Inc. He is also director of Cogeco Inc., a communications and broadcasting industry, and Cogeco Cable Inc., a cable distribution company. Between 1988 and 1999, Mr. McAusland was the Managing Partner of Byers Casgrain, now Fraser Milner Casgrain LLP, a Canadian law firm.

Martin P. Pelletier has been a director since 1982. He serves as a member of the Environmental, Health and Safety Committee. He joined our company in 1976, after having been a chemical engineering professor at Laval University. From 1984 to 1998, he directed our Research and Development Centre in Kingsey Falls and managed several of our mills. In 1997, he was placed in charge of our containerboard business. In 1998, he became a Vice President of Operations for seven of Norampac's paper mills. From February 2000 to mid-June 2002, Dr. Pelletier served as President and Chief Executive Officer of our subsidiary, Cascades Fine Papers Group Inc. Dr. Pelletier currently consults for us. Dr. Pelletier has also served as a member of the board of Laval University between 1993 and 2004 and since 2002 is a director of CO2 Solutions Inc., a Canadian research and development company.

        Laurent Verreault has been a director since 2001. He serves as a member of the Audit and Human Resources Committees. Since 1975, Mr. Verreault has served as Chairman of the Board, President and Chief Executive Officer of Groupe Laperriere & Verreault Inc., a Canadian manufacturer of machinery for the pulp and paper industry. Mr. Verreault is also a director of TVA Group Inc., a Canadian television broadcaster and of the Montreal Exchange.

        James B.C. Doak was appointed a director of Cascades in February 2005. Mr. Doak is President and General Manager of Megantic Asset Management Inc., a Toronto investment company. He is former President of Enterprise Capital Management Inc. Mr. Doak is a member of the Audit and Corporate Governance Committees.

Social Policies

        We have adopted a Code of Ethics (the "Code") which is meant to provide directors, officers and employees with general guidelines for acceptable behavior in all relationships with each other, customers, suppliers, partners and the communities where we operate our activities. A copy of the Code is available upon written request to the Corporate Secretary at the following address:

Cascades Inc.
Corporate Secretary
404, Marie-Victorin Street, P.O. Box 30
Kingsey Falls (Québec) J0A 1B0

        The Code and the Corporate policies referred to in that document are also available on our Website at www.cascades.com.

Committees of the Board of Directors

        We are managed under the direction of our board of directors.

        We have adopted a corporate governance policy, effective as of December 12, 2002. Our board has five standing committees: an administrative committee, an audit committee, a human resources committee, an environment, health and safety committee and a corporate governance committee. Each committee has been given a specific mandate by our board of directors, each of which is incorporated into our corporate governance policy. In addition, our corporate governance policy states that

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committees should generally consist of outside directors, a majority of whom should be independent, although the board retains discretion to appoint inside directors, as appropriate.

        Our administrative committee has the authority to exercise certain powers of our board of directors. In general, decisions taken by the administrative committee are limited to administrative and non-material matters which require board approval.

        The members of the administrative committee are Bernard Lemaire, Laurent Lemaire and Alain Lemaire.

Audit Committee

        The audit committee assists our board of directors in gathering and disclosing our financial information and verifying its accuracy and objectivity, identifying significant financial risks and setting up risk management procedures, ensuring the integrity of internal controls and providing our shareholders and the general public with accurate financial information. In addition, the audit committee is charged with establishing an efficient link between our board of directors, management and the auditors, as well as ensuring the independence of the auditors. Among other things, the audit committee is required to:

•

review audited annual financial statements, quarterly financial statements and annual and quarterly reports;



•

review accounting rules and propose changes with management and the auditors;



•

review all material decisions relating to evaluation or presentation of our financial information with management and external auditors;



•

meet with the internal and external auditors to discuss the efficiency and accuracy of the financial information distributed and any weakness in their control;



•

review the internal auditors' policy and independence, annual plan for internal controls, internal auditors' recommendations and any related comments from management;



•

recommend the selection of the external auditors to our board of directors; and



•

review the independence of the external auditors, their audit plan and their fees.



•

Pre-approve services to be rendered by the auditors.

        The audit committee also assists in the financial management of our divisions and subsidiaries.

        The audit committee consists entirely of outside independent directors with an understanding of accounting procedures. The committee has the option of meeting with the auditors or any member of management or to hire outside consultants. The members of the audit committee are Andre Desaulniers, Robert Chevrier, James B.C. Doak and Laurent Verreault. Robert Chevrier is a "financial expert" within the meaning of Item 401(h) of Regulation S-K under the Securities Act.

        The audit committee meets, at its discretion, at least four times a year and reports regularly to our board of directors.

Human Resources Committee

        Among other things, the human resources committee's responsibilities include:

•

review of the annual compensation of our chairman, chief executive officer and senior management, including key officers of our subsidiaries;



•

review of the compensation structure and incentive compensation programs generally;

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•

review of those persons eligible to receive stock options, as well as the terms and conditions of those options; and



•

review annually our managerial structure to ensure that a succession plan for the management of our company is developed.

        The human resources committee consists of a majority of outside directors. The members are Michel Desbiens, Louis Garneau and Laurent Verreault.

        The human resources committee meets as often as necessary to fulfill its mandate and may make periodic reports to our board of directors, issue recommendations and hire outside consultants.

Environment, Health and Safety Committee

        Our environment, health and safety committee assists our board of directors in managing our environmental, health and safety risks. The committee is specifically charged with periodic assessments of our performance with respect to the environment to ensure our operations are in accordance statutory and regulatory standards, as well as industry practices. The committee also periodically assesses our performance with respect to health and safety practices within the workplace in order to ensure that we are in compliance with statutory standards and consistent with industry practices.

        The environment, health and safety committee consists of a majority of outside directors. The members are Martin P. Pelletier and Sylvie Lemaire.

        The environment, health and safety committee meets as often as necessary to fulfill its mandate and may make periodic reports to our board of directors, issue recommendations and hire outside consultants.

Corporate Governance Committee

        Our corporate governance committee was recently created to assist our board and management in fulfilling their responsibilities and exercising sound corporate governance. The committee is charged with determining, maintaining and disclosing our corporate governance policies, including:

•

coordinating both the appointment of new directors and the annual evaluation of our board's efficiency; and



•

making recommendations concerning the remuneration of the directors.

        The corporate governance committee consists entirely of outside directors. The members are James B.C. Doak, David McAusland and Andre Desaulniers.

        The corporate governance committee meets as often as necessary to fulfill its mandate and may make periodic reports to our board of directors, issue recommendations and hire outside consultants.

Director Compensation

        Each Director receives an annual fee of $24,000. In addition, the unrelated Directors receive an attendance fee of $1,500 for each meeting of the Board of Directors and its committees which they attend and a fee of $1,500 for each meeting held by telephone. Committee Presidents receive an additional fee of $500 for each committee meeting held, save for the Chairman of the Audit Committee who receives an additional fee of $1,000. Travel and lodging expenses are reimbursed.

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Compensation of Executive Officers

        The following tables set forth information concerning the annual and long-term compensation for services rendered in all capacities to us and our subsidiaries for each of the last three years for our President and Chief Executive Officer and our three other most highly compensated executive officers:

Summary Compensation Table

		Annual Compensation						Long-term Compensation
								Awards			Payouts
Name and Principal Position		Salary ($)		Bonus ($)(a)		Other Compensation ($)		Securities Underlying Option (#)	Restricted Share or Restricted Share Units ($)	Long-term Incentive Payouts($)(b)	All Other Compensation($)
Alain Lemaire President and Chief Executive Officer of the Company
	2004 2003 2002	466,000 466,000 420,800	(2)	772,579 643,826 836,000	(3) (4)	(c (c (c	) ) )	67,739 50,844 48,308	— — —	— — 141,693	— 85,000 —	(1)(3)
Laurent Lemaire Executive Vice Chairman of the Company
	2004 2003 2002	258,000 380,000 468,000		494,760 629,071 936,000		(c (c (c	) ) )	— — —	— — —	— — —	— — —
Suzanne Blanchet President and Chief Executive Officer, Cascades Tissue Group Inc.
	2004 2003 2002	279,400 276,700 256,750		190,773 208,232 424,032		(c (c (c	) ) )	32,276 21,135 19,637	— — —	— — —	— — —
Mario Plourde President and Chief Operating Officer of Cascades Specialty Products Group
	2004 2003 2002	252,000 246,100 229,800		168,597 184,509 218,572		(c (c (c	) ) )	29,287 18,742 17,674	— — —	— — 85,598	— — —
Christian Dubé Vice-President and Chief Financial Officer
	2004	160,000	(5)	60,000		(c	)	50,000	—	—	—

(a)

The terms of our short-term incentive plan entitles the named executive officers to participate in our profit-sharing program. The profit-sharing program is based on the financial results of the subsidiaries and affiliated companies which are supervised directly by each named executive officer as well as their personal performance. For more information, see "—Short-Term Incentive Plan."

(b)

Executives, including named executive officers, as well as key employees of Cascades, our subsidiaries and affiliated companies are eligible to receive options to acquire our common shares. The options are awarded in recognition of competence, efficiency, performance and loyalty. For more information, see "—Stock Option Plan."

(c)

The amount of other compensation does not exceed, for the named executive officers, the lesser of $50,000 per person or 10% of cash remuneration paid to the applicable named executive officer in the applicable year.

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(1)

Represents fees paid to an associate firm, Service Conseil Alain Lemaire Inc.

(2)

50% of this amount was paid by Norampac, a joint venture affliate in which Cascades holds 50% of the common shares.

(3)

56% of these amounts were paid by Norampac, a joint venture affiliate in which Cascades holds 50% of the common shares.

(4)

46% of this amount was paid by Norampac Inc., a joint venture affiliate in which Cascades holds 50% of the common shares.

(5)

Mr. Christian Dubé was appointed on May 17, 2004, this amount represents 32 weeks of salary.

Options Grants In Last Fiscal Year

	Individual Grants
	Number of Securities Underlying Options Granted	% of Total Options Granted to Cascades Employees in 2004		Exercise Price ($/sh)	Market Value of Common Shares Underlying Options on Date of a Grant ($) (a)	Expiration Date
Alain Lemaire	67,739	16.62	%	13.05	12.92	May 2, 2014
Laurent Lemaire	—	—		—	—	—
Suzanne Blanchet	32,276	7.92	%	13.05	12.92	May 2, 2014
Mario Plourde	29,287	7.18	%	13.05	12.92	May 2, 2014
Christian Dubé	50,000	12.27	%	12.78	12.60

(a)

Based on the closing price of our common shares on the Toronto Stock Exchange on the date of grant.

Aggregated Options Exercised In Last Fiscal Year And Fiscal Year End Options Values

        The following table sets forth information about stock options exercised during fiscal year 2004 by the named executive officers and the fiscal year-end values of unexercised options held by the named executive officers. All of these options were granted under our stock option plan.

			Number of Securities Underlying Unexercised Options At December 31, 2004
					Value of Unexercised Options At December 31, 2004 ($)(a)
	Shares Acquired on Exercise (#)	Aggregate Value Realized ($)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Alain Lemaire	—	—	279,991	105,238	1,201,278	34,793
Laurent Lemaire	—	—	—	—	—	—
Suzanne Blanchet	—	—	110,438	47,753	527,343	15,886
Mario Plourde	—	—	84,141	43,077	379,640	4,081
Christian Dubé	—	—	0	50,000	0	31,000

(a)

Based on the closing price of $13.40 of our common shares on the Toronto Stock Exchange on December 31, 2004.

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Pension Plans

The Cascades Group Retirement Savings Plan

        Mario Plourde and Christian Dubé are eligible to participate in the Cascades Group Retirement Savings Plan. The Cascades Group Retirement Savings Plan, which is similar to a defined contribution pension plan, was established to enable employees to accumulate capital for retirement. The Company contributes 2.25% of an employee's base salary and, in addition, contributes a certain percentage between 0% and 3% depending on the profitability of Cascades the year before. If an employee makes additional contributions, the Company matches 100% of those contributions up to 1.0%, 3.0% or 4.0% of the employee's base salary, depending on that employee's years of service of one year, five years or fifteen years, respectively. The employee and employer's contributions are subject to the maximum amount allowed by Canadian Income tax legislation. Additionally, for those employees hired before 1995, upon their retirement between the ages 57 and 64, a retirement allowance is payable based on years of service and the employee's base salary the year before retirement. For purposes of computing the retirement allowance, the estimated credited years of service for Mario Plourde as at December 31, 2004, are 19.7 years. Because the retirement allowance formula is based on an employee's date of hire, the following table shows approximate retirement allowance:

Years of service/ Earnings	15 years		20 years		25 years		30 years		35 years
$100,000	$	30,000	$	40,000	$	50,000	$	60,000	$	70,000
$200,000	$	60,000	$	80,000	$	100,000	$	120,000	$	140,000
$300,000	$	90,000	$	120,000	$	150,000	$	180,000	$	210,000
$400,000	$	120,000	$	160,000	$	200,000	$	240,000	$	280,000
$500,000	$	150,000	$	200,000	$	250,000	$	300,000	$	350,000

The Cascades Tissue Group Pension Plan

        Suzanne Blanchet is eligible to participate in The Cascades Tissue Group Pension Plan. The Cascades Tissue Group Pension Plan for all salaried employees in Canada, which is a defined contribution pension plan, was established to enable employees to accumulate capital for retirement. We contribute 2% of an employee's base salary and, if the employee makes additional contributions, we match 50% of those contributions up to an additional 2% of the employee's base salary. The employee and employer's contributions are subject to the maximum amount allowed by Canadian Income tax legislation.

Pension Plan for Bernard Lemaire, Laurent Lemaire and Alain Lemaire

        A separate group retirement savings plan has been established solely for Bernard Lemaire, Laurent Lemaire and Alain Lemaire. The contributions paid to these named executive officers are the maximum amount allowed by Canadian Income tax legislation, currently $15,500 in 2004.

Long-Term Incentive Plan

        The long-term incentive program enables our executives, including the named executives officers, as well as key employees of our subsidiaries and affiliated companies to receive options entitling them acquire our common shares. The stock options are awarded in recognition of competence, effort, performance and loyalty under our stock option plan as described below under "—Stock Option Plan."

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Short-Term Incentive Plan

        Under our short-term incentive plan, employees, including the named executive officers, are eligible to participate in our profit sharing plan. Our profit sharing plan is based on our financial results and those of our subsidiaries and affiliated companies which are supervised directly by the named executive officers as well as their personal performance. Generally, employees are eligible to participate in our profit sharing plan after one year of seniority; however, certain executive positions are eligible during the first year. The percentage of profits distributed is capped at 10% of a particular unit's profits, which are calculated before depreciation and taxes and exclude unusual gains and losses. However, the President of Cascades Inc. and the presidents of each of our principal subsidiaries are excluded from the 10% cap.

Stock Option Plan

        On August 1, 1984, we established a stock option plan for the benefit of certain of our executives, including named executive officers, and key employees and those of our subsidiaries and companies subject to our significant influence. On August 12, 1996, we modified our stock option plan in order to broaden the criteria for participation and to add provisions relating to the management, eligibility, granting and exercise of options. The stock option plan provides for the purchase of a maximum of 1,000,000 of our common shares which were specifically reserved for this purpose. The granting and exercise of the options are governed by the terms and conditions of the stock option plan and by applicable securities regulations and policies.

        On December 15, 1998, the board of directors adopted a new stock option plan for the benefit of our directors, senior management and key employees as well as for the benefit of the senior management and key employees at our subsidiaries and affiliated companies. The new stock option plan was approved by our shareholders at our annual meeting held on May 4, 1999. As of December 31, 2002 the new stock option plan permitted the purchase of a maximum of 7,268,331 of our common shares under the terms and conditions of the new plan. Included in this number are 250,000 shares that were reserved but not issued under the 1994 stock option plan. Each option will expire on a date determined by the board of directors, which date will be no more than ten years after the date the option is granted. The exercise price may not be less than the market price of the common shares at the grant date, calculated as the average of the closing price of the common shares on the Toronto Stock Exchange on the five trading days prior to the grant date. Options vest 25% immediately, and an additional 25% each year thereafter, in each case subject to the condition that the market price on the exercise date exceeds the book value of the common shares on the grant date.

        In December 2000, following the privatization of Paperboard Industries International Inc., Perkins Papers Ltd. and Rolland Inc., we granted to officers and key employees of our subsidiaries 713,298 options to buy our common shares, in exchange for the cancellation of the share options of the subsidiaries owned by these employees. The terms of the new options are the same as the former options, except the exercise price and the number of shares, which have been adjusted based on the exchange ratio used for the privatization.

Employment Agreements

        We generally do not enter into employment agreements with our senior management. We have, however, entered into an employment agreement with Denis Jean, the President and Chief Executive Officer of our subsidiary, Cascades Fine Papers Group Inc. Our employment agreement with Denis Jean, President and Chief Executive Officer of our subsidiary, Cascades Fine Paper Group Inc., provides for a base salary of $312,000 per year, plus an incentive payment in an amount of up to two times his base salary depending on the financial performance of this subsidiary and its divisions and subsidiaries, as well as stock options and salary insurance. We have also leased a vehicle for Mr. Jean's use.

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PRINCIPAL SHAREHOLDERS

        The following table sets forth certain information with regard to the beneficial ownership of our common shares as of March 31, 2005 by (1) each of our directors, (2) each of our named executive officers, and (3) all of our directors and executive officers as a group. Besides Bernard Lemaire, Laurent Lemaire and Alain Lemaire, we know of no beneficial owners of more than 10% of our common stock. Following the privatization of three of our subsidiaries in December 2000, the aggregate equity interests of the three Lemaire brothers were diluted from 49% to the 37% they currently hold. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power by the person or entity indicated.

Name		Amount and Nature of Beneficial Ownership (j)	Percent of Class
Directors And Named Executive Officers:
	Bernard Lemaire (a)	13,914,159	16.93	%
	Laurent Lemaire (b)	11,513,508	14.01	%
	Alain Lemaire (c)	4,679,961	5.69	%
	Jean-Luc Bellemare	18,716	*
	Norman Boisvert	66,391	*
	Claude Cossette (d)	51,351	*
	Alain Ducharme	42,364	*
	Robert F. Hall	116,113	*
	Suzanne Blanchet	143,710	*
	Denis Jean	44,108	*
	Eric Laflamme	34,302	*
	Mario Plourde	110,397	*
	Paul R. Bannerman (e)	663,044	*
	Robert Chevrier	5,000	*
	Andre Desaulniers (f)	22,000	*
	Michel Desbiens	2,000	*
	Louis Garneau	2,018	*
	Sylvie Lemaire (g)	6,160	*
	David McAusland	4,000	*
	Martin P. Pelletier (h)	139,063	*
	Laurent Verreault (i)	10,570	*
	James B.C. Doak	10,000	*
	Christian Dubé	12,633	*
	Hubert Bolduc	—	*
	Allan Hogg	6,291	*
	All current directors and executive officers as a group (25 person)	31,618,731	38.5	%

*

Less than 1%

(a)

Directly or indirectly held personally or by holding companies, trusts or foundations over which Mr. Lemaire has sole or shared voting and/or dispositive power.

(b)

Directly or indirectly held personally or by holding companies, trusts or foundations over which Mr. Lemaire has sole or shared voting and/or dispositive power. Includes 7,870 shares held in Mr. Lemaire's wife's name. Mr. Lemaire disclaims beneficial ownership of such shares.

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(c)

Directly or indirectly held personally or by holding companies, trusts or foundations over which Mr. Lemaire has sole or shared voting and/or dispositive power. Includes 4,700 shares held in Mr. Lemaire's wife's name. Mr. Lemaire disclaims beneficial ownership of such shares.

(d)

Includes 1,000 shares held in Mr. Cossette's wife's name. Mr. Cossette disclaims beneficial ownership of such shares.

(e)

Includes 519,444 shares owned by Etcan Holdings Inc., which is wholly owned by Mr. Bannerman.

(f)

Directly or indirectly held by Pyrenees Capital Ltd., of which Andre Desaulniers is the sole voting shareholder.

(g)

Includes 2,160 shares held in Ms. Lemaire's husband's name. Ms. Lemaire disclaims beneficial ownership of such shares.

(h)

Includes 3,157 shares held in Dr. Pelletier's wife's name. Dr. Pelletier disclaims beneficial ownership of such shares.

(i)

Includes 6,570 shares owned by 3033548 Nova Scotia Co., which is wholly owned by Mr. Verreault. Also includes 2,000 shares held in Mr. Verreault's wife's name. Mr. Verreault disclaims beneficial ownership of such shares.

(j)

Includes shares of restricted common stock and shares covered by stock options exercisable on March 31, 2005, or within 60 days thereafter.

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RELATED PARTY TRANSACTIONS AND OTHER MATERIAL CONTRACTS

Norampac

        On December 30, 1997, we formed Norampac Inc., a joint venture that combined our and Domtar Inc.'s containerboard and corrugated packaging operations. At that time, we entered into a shareholders' agreement with Domtar and Norampac. The shareholders' agreement provides for shared control of Norampac's board of directors, allowing for each of us and Domtar to designate four directors and ensuring that an equal number of our and Domtar's representatives are present at each board meeting. The shareholders agreement contains customary transfer restrictions, but provides for the right to participate in a public offering under certain circumstances, and the right of first refusal for each shareholder in the event that a third party offers to purchase the other shareholder's interest. The agreement also contains a shotgun provision. Under this provision, if one shareholder offers to buy all the shares of Norampac from the other shareholder, the other shareholder must either accept the offer, or purchase all the shares owned by the offering shareholder upon the same terms. In addition, in the event either shareholder is subject to bankruptcy proceedings or in default of any indebtedness, which default has not been waived and the interest of such shareholder in the joint venture shall have become the subject of a foreclosure proceeding, the other party is entitled to sell its shares to a third party or invoke the shotgun provision.

        The shareholders' agreement also provides for the annual declaration of dividends on Norampac's common shares, in an amount equal to 20% of excess available cash flows, subject to compliance with applicable restrictions under Norampac's credit facilities and the indenture governing its outstanding senior notes, unless it would be "imprudent."

        We have entered into a management agreement with Norampac pursuant to which we are responsible for overseeing the day-to-day operations of Norampac. For services under this agreement, we receive a fee, payable quarterly, in an amount equal to 1% of Norampac's earnings before depreciation, amortization and income taxes for the preceding calendar quarter. In addition, we are entitled to reimbursement for all out-of-pocket expenses, excluding salaries, benefits, bonuses or benefits, reasonably incurred by us related to the service of officers in discharging our obligations under the management agreement. This agreement expires on December 31, 2005.

        We and Domtar have each agreed not to compete with Norampac with respect to containerboard and corrugated packaging products in certain jurisdictions. Norampac has also agreed not to compete with us or our subsidiary, Cascades East Angus Inc., with respect to kraft paper bags.

        Our subsidiary, Cascades Boxboard Group Inc., and Norampac have entered into a corrugated supply agreement dated May 1, 2002, providing for Norampac's supply of corrugated packaging products to Cascades Boxboard Group Inc. This agreement assures our subsidiary a continuous supply of corrugated packaging products for its Canadian plants for the duration of the contract, which terminates on April 30, 2005, but is automatically renewable for subsequent one-year terms, unless either party gives notice of termination. Prices and other purchase terms and benefits granted to Cascades Boxboard Inc. are required to be lower and more favorable than the prices, purchase terms and benefits offered by Norampac to its other customers. In consideration for this most favored customer pricing, our subsidiary agreed to purchase 80% of its corrugated packaging product requirements for its Canadian plants from Norampac. The agreement also provides for volume rebates for all purchases by Cascades Boxboard Group Inc. and a special discount for Cascades Boxboard Group Inc.'s Cobourg plant.

        Norampac secures its wood fiber from three sustainable forest licenses, private land and crown land managed by Domtar and sawmills associated with Domtar and Norampac, as well as pursuant to contracts with other private and public sources.

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Metro Waste

        Metro Waste Paper Recovery Inc., a joint venture, is a waste management company primarily focused on paper fiber recovery. We acquire a significant portion of our raw material needs from Metro Waste. Our subsidiary, Cascades Boxboard Group Inc., entered into a shareholders' agreement with Metauro Group Holdings Inc., Norampac and Metro Waste, dated December 31, 1998, 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, two of whom are nominated by Cascades Boxboard, two by Metauro, and three by Norampac. 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 our subsidiary, Groupe Conversion Cascades, Inc., 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.

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        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.

        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.

        Our subsidiary, Groupe Conversion Cascades Inc., 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 our subsidiary's 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. Our subsidiary is 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.

        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.

Other Agreements and Arrangements

        We have also entered into various agreements with our joint ventures, significantly influenced companies and entities controlled by one or more directors for the supply of raw materials, including recycled paper, virgin pulp and energy, supply of unconverted and converted products, sale and lease of equipment and other agreements in the normal course of business. The aggregate amount of sales from us to our joint ventures and other affiliates was $96 million, $100 million and $61 million for 2002, 2003 and 2004, respectively. The aggregate amount of sales from our joint ventures and other affiliates to us was $61 million, $67 million and $69 million for 2002, 2003 and 2004, respectively. The aggregate amount of sales from entities controlled by one or more of our directors to us was $5 million, $7 million and $6 million for 2002, 2003 and 2004, respectively. A number of our directors and officers are also directors and/or executive officers of our joint ventures and entities in which we have minority interests.

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DESCRIPTION OF OTHER INDEBTEDNESS

Revolving Credit Facility

        On February 5, 2003, as part of transactions undertaken to refinance substantially all of our existing credit facilities and credit lines, other than credit facilities and credit lines of our joint ventures, we entered into a revolving credit facility. Set forth below is a summary of the key terms of the revolving credit facility.

        The revolving credit facility provides for borrowings of up to $500 million. The revolving credit facility has a term of four years. Availability under the revolving credit facility is governed by a borrowing base based on eligible inventory, accounts receivables plus an additional amount up to $165 million. In addition to Cascades Inc., some of our subsidiaries are able to borrow directly under the revolving credit facility subject to sublimits ranging from $50 million to $300 million. As of March 31, 2005, we had $263 million of borrowings and $7 million of letters of credit outstanding under the revolving credit facility and $230 million of availability.

        Prior to maturity, funds borrowed under the revolving credit facility may be borrowed, repaid and reborrowed without premium or penalty. Borrowings are subject to the satisfaction of customary conditions, including the absence of a default and the continuing accuracy of representations and warranties.

        Use of Proceeds.    Proceeds of the revolving credit facility may be used for working capital or 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. The European borrowers, Cascades Europe SAS (formerly Cascades G.P.S. S.A.), Cascades S.A. and Cascades Arnsberg GmbH, are only responsible for their own borrowings and do not guarantee the borrowings of any other party to the revolving credit facility.

        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, except that the European borrowers have not granted a security interest on their receivables and inventory and related assets. Additionally, a first priority lien has been granted on selected fixed assets, subject to the lenders' satisfaction, with an assessed market value of $405 million. The selected fixed assets consist of our tissue mills in Candiac and Kingsey Falls, Québec and our fine papers mill in St. Jérôme, Québec.

        Interest.    Borrowings bear interest at base, prime or various money market instrument rates plus a spread, which ranges from zero to 175 basis points 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 100 to 175 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 facility. The standby fee ranges from 20 to 50 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 100 to 175 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 revolving credit facility are subject to mandatory prepayment only to the extent that the outstanding amount of the loans exceeds the amount of the

109

lesser of the borrowing base or the maximum amount available under the facility, which is initially $500 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 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 revolving credit facility requires us to meet certain financial tests, including a debt to capitalization ratio, which requires our funded debt to unfunded debt plus shareholders equity to be no more than 55%, 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 2.5 to 1.0. On March 26, 2004, we obtained an amendment to temporarily relax this covenant. Under this amendment the required ratio was 2.0 to 1.0 until December 31, 2004. After that time, the ratio was 2.25 to 1.0 until March 31, 2005, and thereafter the ratio returned to 2.5 to 1.0. In addition, the revolving 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 revolving 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;



•

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 indenture governing the outstanding restricted notes and that will govern the exchange notes.

Outstanding Unrestricted Notes

        In February 2003, we issued US$450 million aggregate principal amount of our 7¹/4% Senior Notes due 2013. In July 2003, we issued an additional US$100 million aggregate principal amount of our 7¹/4% Senior Notes due 2013. These notes were issued under the same indenture and have the same

110

terms and conditions as the outstanding restricted notes. For additional information on our outstanding restricted notes, see "Description of Notes" elsewhere in this prospectus.

Other Indebtedness

        As of December 31, 2004, we had approximately $74 million of additional outstanding borrowings, which consists of the balance of the purchase price of Dopaco, Inc., capital leases and the premium received from the sale of outstanding restricted notes. These debts were not refinanced and remain outstanding. These debts are all unsecured, except for $6 million, and bear interest at annual rates ranging from 0% to 8% and are scheduled to mature between 2005 and 2008.

Joint Ventures

        On May 28, 2003, Norampac entered into a new $350 million year revolving credit facility, which replaced its two existing revolving credit facilities and completed a private placement of US$250 million aggregate principal amount of 6³/4% Senior Notes due 2013. Proceeds of that issuance, together with borrowings under the revolving credit facility, were used to refinance borrowings outstanding under the old revolving credit facilities and to redeem Norampac's 9¹/2% Senior Notes and 9³/8% Senior Notes. We have not guaranteed Norampac's obligations under its revolving credit facilities or its new senior notes and Norampac's obligations are therefore without recourse to us. Norampac's revolving credit facilities are secured by its receivables and inventories and by the property, plant and equipment of two of its Canadian containerboard mills and two of its Canadian converting plants. The revolving credit facilities contain certain restrictive financial covenants, including restrictions on dividends to Norampac's shareholders. Borrowings under the revolving credit facilities bear interest at base, prime or various money market instrument rates plus a margin based on Norampac's consolidated leverage ratio. The new Norampac notes are unsecured and are governed by an indenture that contains various restrictive covenants limiting Norampac's ability, and the ability of its restricted subsidiaries, to take certain actions and events of default similar to those applicable to our outstanding restricted and unrestricted notes and the exchange notes. The indenture also contains events of default that could trigger an acceleration of the debt represented by the Norampac notes. As of December 31, 2004, Norampac had approximately $362 million of outstanding debt.

        As of December 31, 2004, our other joint ventures had approximately $72 million of other committed credit facilities, capital leases and lines of credit, with outstanding borrowings of $41 million. With the exception of $8 million, which we have 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 are unsecured, bear interest at annual rates ranging from 2.3% to 7.25% and are scheduled to mature between 2005 and 2012.

Cascades Tissue Group—Pickering Inc. Preferred Shares

        Our subsidiary, Cascades Tissue Group—Pickering Inc., formerly known as Wood Wyant Inc., had outstanding 2,360,686 Series B preferred shares as of December 31, 2004, all of which are mandatorily redeemable by their terms. The Series B preferred shares rank prior to all other classes and series of capital stock. The holders of the Series B preferred shares are entitled to receive, when and as declared by the board of directors of Cascades Tissue Group—Pickering Inc., cumulative dividends, payable in cash monthly at a rate of 3.999999%, which is equal to $1.00 per share. Holders of the Series B preferred shares do not have voting rights, except for matters affecting their rights or in the event that scheduled cash dividends are unpaid for six months, whether or not consecutive, at which time the holders of each such series of preferred shares have the right to elect two directors until all accrued and unpaid dividends are paid. The Series B shares must be redeemed each year in an amount equal to the lesser of 10% of Series B preferred shares immediately before the first such redemption and the actual number outstanding. The aggregate amount payable upon redemption of the Series B preferred shares is approximately $2 million as of December 31, 2004.

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DESCRIPTION OF NOTES

        You can find the definitions of some of the capitalized terms used in this description under the subheading "—Definitions." In this section, the words "Company" and "we" refer only to Cascades Inc. and not to any of its subsidiaries. All dollar amounts are expressed in Canadian dollars unless otherwise specified or the context otherwise requires.

        We will issue the exchange notes under the same indenture under which the outstanding restricted and unrestricted notes were issued, which has been amended from time to time to add additional subsidiary guarantors. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended, and the terms of the exchange notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.

        We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. A copy of the indenture is available through the Securities and Exchange Commission's EDGAR filing systems, or upon request to us at the address indicated under "Where You Can Find More Information."

        Except as otherwise indicated, the following description relates to both the outstanding restricted notes and the exchange notes and is meant to be only a summary of the material provision of the indenture. This description does not restate all of the terms of the indenture in their entirety. The form and terms of the exchange notes are the same as the form and terms of the outstanding restricted notes in all material respect, except that:

•

the exchange notes have been registered under the Securities Act and therefore will not bear legends restricting their transfer and will not contain provisions relating to an increase in the interest rate that were included in the terms of the outstanding restricted notes in circumstances relating to the timing of the exchange offer; and



•

the holders of the exchange notes will not be entitled to all of the rights of the holders of the outstanding restricted notes under the registration rights agreement, which terminates upon the consummation of the exchange offer.

        For purposes of this section, references to the notes shall be deemed to refer to the outstanding restricted notes or exchange notes, as applicable, and the outstanding unrestricted notes.

Principal, Maturity and Interest

        On February 5, 2003, we issued US$450.0 million aggregate principal amount of notes under the indenture, which were exchanged for an equal aggregate principal amount of notes that are freely transferable. On July 8, 2003, we issued US$100.0 million aggregate principal amount of notes under the indenture, which were exchanged for an equal aggregate principal amount of notes that are freely transferable. The outstanding unrestricted notes now share the same CUSIP number and are fully fungible. On December 2, 2004, we issued US$125.0 million, aggregate principal amount of the outstanding restricted notes and will issue up to an equal aggregate principal amount of exchange notes in this exchange offer. The exchange notes will share the same CUSIP number as, and will be fully fungible with, the outstanding unrestricted notes. Subject to compliance with the limitations described under "—Certain Covenants—Limitation," we can issue an unlimited amount of additional notes in the future as part of the same series or as an additional series. The February 2003 notes and July 2003 notes are treated as part of the same class and series as the outstanding restricted notes and the exchange notes offered in this exchange offer. Any additional notes that we issue in the future will be identical in all respects to these notes, except that additional notes issued in the future may have different issuance prices and will have different issuance dates. We will issue notes only in fully registered form without coupons, in denominations of US$1,000 and integral multiples of US$1,000.

        The notes will mature on February 15, 2013.

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        Interest on the notes will accrue at a rate of 7¹/4% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2005. We will pay interest to those persons who were holders of record on the February 1 or August 1 immediately preceding each interest payment date.

        Interest on the notes offered hereby will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The interest rate on the notes offered hereby will increase if:

(1)

we do not file either:



(A)

a registration statement to allow for an exchange offer; or



(B)

a resale shelf registration statement for the notes;



(2)

the registration statement referred to above is not declared effective on a timely basis; or



(3)

certain other conditions are not satisfied.

        Any interest payable as a result of any such increase in interest rate is referred to as "Special Interest." You should refer to the description under the heading "Exchange Offer; Registration Rights" for a more detailed description of the circumstances under which the interest rate will increase.

Ranking

        The notes will be:

•

senior unsecured obligations of the Company;



•

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 New Revolving 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 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; 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 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 Company's New Revolving Credit Facility and the indenture governing the 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 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 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 notes. Furthermore, while the Company's Foreign Subsidiaries will not guarantee the notes, certain Foreign Subsidiaries will guarantee any amounts that are borrowed under the New Revolving Credit Facility, and the claims of the lenders under the New Revolving Credit Facility under such guarantees will be effectively senior to the notes. In addition, none of the Company's joint ventures, including Norampac, will be guarantors of the notes and none of them will be subject to the restrictive covenants in the indenture.

        As of March 31, 2005, the Company had approximately $1,157 million of Debt outstanding, on a consolidated basis, approximately $268 million of which was secured. This debt includes obligations under capital leases and mandatorily redeemable preferred shares but excludes 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 $101 million of external Debt outstanding, including obligations in respect of mandatorily redeemable preferred shares, but not including the guarantees of the notes or our subsidiaries' obligations under the new revolving credit facility, approximately $44 million of which was secured. The Company's subsidiaries that are not Subsidiary Guarantors had, as of March 31, 2005, outstanding approximately $228 million, and its joint ventures had outstanding approximately $604 million, of Debt, accounts payable and other accrued liabilities, but excluding any intercompany debt owing to us or our subsidiaries.

        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, will be 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 and joint ventures also represent a significant portion of the Company's assets and make significant 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 18, respectively, to our audited consolidated financial statements and notes 13 and 9 to our unaudited interim consolidated financial statements, which are included elsewhere 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

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(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," "—Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries" and "—Merger, Consolidation and Sale of Property."

Optional Redemption

        The Company may choose to redeem the notes at any time. If it does so, it may redeem all or any portion of the notes, at once or over time, after giving the required notice under the Indenture. To redeem the notes prior to February 15, 2008, the Company must pay a redemption price equal to the greater of:

        (a)   100% of the principal amount of the notes to be redeemed, and

        (b)   the sum of the present values of (1) the redemption price of the notes at February 15, 2008 (as set forth below) and (2) the remaining scheduled payments of interest from the redemption date to February 15, 2008, 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, including Special Interest, if any, 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 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 February 15, 2008, the Company may redeem all or any portion of the 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 and Special Interest, if any, on the 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 notes redeemed during the 12-month period commencing on February 15 of the years set forth below, and are expressed as percentages of principal amount:

Redemption Year	Price
2008	103.625	%
2009	102.417	%
2010	101.208	%
2011 and thereafter	100.000	%

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        In addition, at any time and from time to time, prior to February 15, 2006, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the notes with the proceeds of one or more Qualified Equity Offerings, at a redemption price equal to 107.250% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, 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 notes remains outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice.

Sinking Fund

        There will be no mandatory sinking fund payments for the notes.

Additional Amounts

        The indenture provides that payments made by the Company under or with respect to the notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, interest, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any local, provincial or federal authority or agency therein or thereof having power to tax ("Taxes"), unless the Company is required to withhold or deduct Taxes under Canadian law or by the interpretation or administration thereof. If, after the Issue Date, the Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the notes, the Company will pay to each holder of 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 will be payable with respect to a payment made to a holder of the 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 Canada or any province or territory thereof otherwise than by the mere holding of the notes or the receipt of payments thereunder,

        (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 Canada or any political subdivision or authority thereof, 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 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 will furnish, within 30 days after the date the payment of any Taxes are due pursuant to applicable law, to the holders of notes that are outstanding on the date of the required payment copies of tax receipts, if any, evidencing that such payment has been made by the Company.

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The Company will indemnify and hold harmless each holder of 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 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.

        At least 30 days prior to each date on which any payment under or with respect to the notes is due and payable, if the Company becomes obligated to pay Additional Amounts with respect to such payment, the Company 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 notes on the payment date. Whenever in the indenture 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,

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.

Redemption For Tax Reasons

        The Company may at any time redeem in whole but not in part the outstanding restricted notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of redemption if it has become or would become obligated to pay any Additional Amounts (as defined herein) in respect of the notes as a result of:

        (a)   any change in or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), 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 or is effective on or after the Issue 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 notes will have the right to require the Company to repurchase all or any part of such holder's 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 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).

        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 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 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 notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that holders of notes must follow in order to withdraw an election to tender 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 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 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 notes to require the Company to repurchase its notes pursuant to a Change of Control Offer may be uncertain. In such a case, holders of the notes may not be able to resolve this uncertainty without resorting to legal action.

        The New Revolving Credit Facility includes provisions prohibiting the Company from purchasing any notes at any time before the notes become due and payable or are otherwise required to be repaid or repurchased under the terms of the indenture. The New Revolving Credit Facility also provides that the occurrence of certain of the events that would constitute a Change of Control constitute a default under the New Revolving 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 notes of their right to require the Company to repurchase such 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 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

118

Company's failure to purchase 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 New Revolving Credit Facility and may constitute a default under future debt as well. The Company's obligation to make an offer to repurchase the 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 notes. See "—Amendments and Waivers."

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)   clause (b) of "—Limitation on Sale and Leaseback Transactions,"

        (c)   "—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

        (d)   "—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 Property" (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" is defined to include the following:

(a)

(i) Debt of the Company evidenced by the US$450.0 million aggregate principal amount of the notes originally issued under the indenture and the Exchange Notes issued in exchange for any notes issued under the indenture and (ii) Debt of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the US$450.0 million aggregate principal amount of the notes originally issued under the indenture and the Exchange Notes issued in exchange for any notes under the indenture;



(b)

Debt of the Company, a Subsidiary Guarantor, a Foreign Subsidiary that is a Restricted Subsidiary or Boxboard and its Subsidiaries, so long as they are Restricted Subsidiaries, under the New Revolving Credit Facility or a Qualified Securitization 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 greater of (i) $500.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the New Revolving Credit Facility, and

119

not subsequently reinvested in Additional Assets or used to purchase notes or Repay other Debt, pursuant to the covenant described under "—Limitation on Asset Sales," and (ii) 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) $180.0 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 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 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 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;



(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

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(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 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 $100.0 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), (c), (i), (j) and (p) 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.

121

(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 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," or



(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 January 1, 2003 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

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(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)

$25.0 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, legally 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

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        (1)   such purchase, repurchase, redemption, legal 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; and

        (c)   purchase, repurchase, redeem, legally 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, legal 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;

        (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 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 mandatory dividends or distributions on, or mandatorily redeem, Boxboard's outstanding Class A and Class B Preferred Shares and Cascades Tissue Group—Pickering Inc.'s Preferred Shares as required by the terms of such preferred shares in effect on the Issue Date; provided, however, that at the time of such dividend, distribution or redemption, no Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends, distributions or distributions shall be excluded in the calculation of the amount of Restricted Payments;

        (h)   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, in an amount which, when combined with all such dividends, distributions and purchases, does not exceed $20.0 million in the aggregate in any calendar year; provided, however, that at the time of such dividend, distribution or payment,

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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;

        (i)    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;

        (j)    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 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; and

        (k)   so long as no Event of Default has occurred and is continuing, make Investments in Permitted Joint Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (k) shall not exceed the greater of $100.0 million or 5% of Consolidated Net Tangible Assets; provided further, however, that such Investments shall be excluded 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 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 notes, then the Lien securing such Debt shall be subordinated and junior to the Lien securing the notes or the Subsidiary Guarantees.

        Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.    The Company shall not:

        (a)   sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary, or

        (b)   permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

        (1)   directors' qualifying shares,

        (2)   pledges of Capital Stock of Subsidiaries of the Company that constitute Permitted Liens or Liens securing Senior Debt,

        (3)   to the Company or a Restricted Subsidiary, or

        (4)   a disposition of outstanding shares of Capital Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary to another Person; provided, however, that, in the case of this clause (4), such disposition is effected in compliance with the covenant described under "—Limitation on Asset Sales and, to the extent applicable, "—Limitation on Restricted Payments."

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        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 "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 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 New Revolving Credit Facility; or

        (b)   to 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.

        Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 360 days (or, in the case of an Asset Sale consisting of the sale of 100% of the Company's interest in Norampac Inc., 720 days) from the date of the receipt of such Net Available Cash 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 (or, if applicable, 720-day period) 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 twelve months (or twenty-four months in the case of the aforementioned sale of Norampac) from the date of the receipt of such Net Available Cash shall also constitute "Excess Proceeds."

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        When the aggregate amount of Excess Proceeds exceeds $25.0 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 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 notes have been given the opportunity to tender their 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 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 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 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 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 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 will comply with the applicable securities laws and regulations and will 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,

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        (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 notes, the indenture governing the notes and the New Revolving 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 covenantescribed under "—Certain Covenants—Limitation on Debt" and that are no more restrictive, taken as a whole, than those contained in the New Revolving Credit Facility on the Issue Date or pursuant to any amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing of the agreement containing such restriction; provided that the restrictions contained therein are no more restrictive, taken as a whole, than the restrictions contained in those agreements as in effect on the date of the indenture,

        (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 notes than those under the agreement evidencing the Debt so Refinanced,

        (D)  arising in connection with a Qualified Securitization 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 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

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        (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 set forth in writing and 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,

        (b)   if such Affiliate Transaction involves aggregate payments or value in excess of $20.0 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) 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 promptly 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)

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 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;



(d)

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;



(e)

the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;



(f)

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

129

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 and 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;

(g)

payments or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors 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;



(h)

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;



(i)

any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Securitization Transaction; and



(j)

director and officer indemnification agreements entered into in good faith and approved by the Board of Directors.

Limitation on Sale and Leaseback Transactions.

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

        (1)   the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale and Leaseback transaction at least equal to the Fair Market Value of the Property subject to such transaction;

        (2)   the Company or such Restricted Subsidiary would be entitled to Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described under "—Limitation on Debt;" and

        (3)   the Sale and Leaseback Transaction is effected in compliance with the covenant described under "—Limitation on Asset Sales."

        (b)   In the event that section (a) of this covenant no longer applies to the Company and its Restricted Subsidiaries in light of the circumstances described above under "—Covenant Termination," the Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless

        (1)   the Company or such Restricted Subsidiary would be entitled to create a Lien on such Property securing such Attributable Debt without also securing the notes or the applicable Subsidiary Guarantee pursuant to the covenant described under "—Limitation on Liens;" and

        (2)   the greater of the net proceeds of the sale or the fair value of such Property is applied within 180 days either to (A) the retirement of Debt of the Company or (B) the purchase of other Property having a value at least equal to the greater of such amounts.

        Designation of Restricted and Unrestricted Subsidiaries.    The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such designation is permitted under the

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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 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 or if such Person is a Subsidiary of an Unrestricted Subsidiary.

        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 in form satisfactory to the trustee, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.

        The Board of Directors 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 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,

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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 at the 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 at the 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 notes would constitute a fraudulent conveyance, result in adverse tax consequences to the Company or violate applicable local law.

Merger, Consolidation and Sale of Property

        The Company shall not merge, consolidate 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 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 in form satisfactory to the trustee, 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 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;

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(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, in form and substance reasonably satisfactory to the trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, 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 notes.

The Company shall not permit any Subsidiary Guarantor to merge, consolidate 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 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 indenture providing for a Subsidiary Guarantee in form satisfactory to the trustee, 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 and clause 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, in form and substance reasonably satisfactory to the trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, with respect

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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 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 (provided that in the case of a consolidation, merger or transfer of all or part of the assets of any Wholly-Owned Subsidiary Guarantor, the other party thereto shall be the Company or a Wholly-Owned 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 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 notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid or is paid to all holders of the 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 provide the trustee and holders of notes, within 15 days after it files with, or furnishes to, the Commission, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or is required to furnish to Commission pursuant to the indenture. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and

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regulations promulgated by the Commission, the indenture requires the Company to continue to file with, or furnish to, the Commission and provide the trustee and holders of notes:

        (a)   within 180 days after the end of each fiscal year (or such shorter period as the Commission may in the future prescribe), annual reports on Form 20-F (or any successor form) containing the information required to be contained therein (or required in such successor form),

        (b)   within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor form) containing substantially the same information as is required to be contained in quarterly financial reports prescribed by applicable Canadian regulatory authorities for Canadian public reporting companies (whether or not the Company is required to file such forms under Canadian law or stock exchange requirements); and

        (c)   promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) as are required to be filed by the Commission;

provided, however, that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filings.

Events of Default

        Events of Default in respect of the notes include:

        (1)   failure to make the payment of any interest (including Additional Amounts) or Special Interest, if any, on the 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 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 Property;"

        (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 any other covenant or agreement in the notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2), (3), (4) or (5)) and such failure continues for 60 days after written notice is given to the Company as provided below;

        (7)   a default under any Debt 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 $40.0 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;

        (8)   any judgment or judgments for the payment of money in an aggregate amount in excess of $40.0 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 (including acknowledged to be the exclusive liability of a third-party insurer) or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the "judgment default provisions");

135

        (9)   certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the "bankruptcy provisions"); and

        (10) 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) or (6) is not an Event of Default until the trustee or the holders of not less than 25% in aggregate principal amount of the 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 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 notes then outstanding may declare to be immediately due and payable the principal amount of all the notes then outstanding, plus accrued but unpaid interest to the date of acceleration. 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 notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the 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 notes then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest and Special Interest, if any, 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 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 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 notes.

        No holder of 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 notes then outstanding have made a written request and offered indemnity reasonably satisfactory to the trustee to institute such proceeding as trustee, and

136

        (c)   the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the 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 notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium, interest or Special Interest, if any, and certain covenants and provisions of the indenture which cannot be amended without the consent of each holder of an outstanding restricted 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 notes then outstanding. However, without the consent of each holder of an outstanding restricted note, no amendment may, among other things,

        (1)   reduce the amount of notes whose holders must consent to an amendment or waiver,

        (2)   reduce the rate of or extend the time for payment of interest and Special Interest, if any, on any note,

        (3)   reduce the principal of or extend the Stated Maturity of any note,

        (4)   make any note payable in money other than that stated in the note,

        (5)   impair the right of any holder of the notes to receive payment of principal of, premium, if any, and interest and Special Interest, if any, on such holder's 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 notes or any Subsidiary Guarantee,

        (6)   subordinate the notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor,

        (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)   reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes must be repurchased pursuant to such Change of Control 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 notes must be repurchased pursuant thereto,

        (10) make any change to the indenture or the 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 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,

137

        (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 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 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 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 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 notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code),

        (4)   add additional Subsidiary Guarantees with respect to the 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 notes or that does not adversely affect the rights of the holders of the notes,

        (6)   provide for the issuance of additional 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 indenture legislation.

        The consent of the holders of the 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 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 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 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

138

the notes, to replace mutilated, destroyed, lost or stolen notes, to maintain a registrar and paying agent in respect of the 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 Property" 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 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 notes may not be accelerated because of an Event of Default specified in clause (5), (6) (with respect to the covenants described under "—Certain Covenants"), (7), (8), (9) (with respect only to Significant Subsidiaries) or (10) under "—Events of Default" above or because of the failure of the Company to comply with clauses (e) and (f) under the first paragraph of, or with the second paragraph of, "—Merger, Consolidation and Sale of Property" 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 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 and Special Interest, if any, when due on all the 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 (9) 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;

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(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 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 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 notes have been complied with as required by the indenture.

Consent to Jurisdiction and Service of Process

        The Company will irrevocably appoint CT Corporation System as its agent for service of process in any suit, action or proceeding with respect to the indenture or the notes brought in any Federal or state court located in New York City and that each of the parties submit to the jurisdiction thereof.

Governing Law

        The indenture and the notes will be 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

140

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 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 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 and used in a Related Business; 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

141

        (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:

        (a)   any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or

        (b)   any other Person who is a director or officer of:

(1)

such specified Person,



(2)

any Subsidiary of such specified Person, or



(3)

any Person described in clause (a) above.

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. For purposes of the covenants described under "—Certain Covenants—Limitation on Transactions with Affiliates" and "—Limitation on Asset Sales" and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

        "Asset Sale" means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) 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



(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,

other than, in the case of clause (a) or (b) above,

        (1)   any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned 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 Property,"

        (4)   any disposition or series of related dispositions of Property with an aggregate Fair Market Value and for net proceeds 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

142

used as a bona fide means of equalizing the value of the Property involved in the 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 or worn-out equipment or other immaterial assets no longer used 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 Temporary Cash Investments,

        (10) any sale of receivables pursuant to a Qualified Securitization Transaction, and

        (11) any sale, transfer or other disposition of Property received as a result of a foreclosure of any secured investment or any other transfer of a secured investment in default.

        "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 greater of:

        (1)   the Fair Market Value of the Property subject to such Sale and Leaseback Transaction, and

        (2)   the present value (discounted at the interest rate borne by the notes, 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 the board of directors of the Company.

        "Boxboard" means Cascades Boxboard Group Inc. (formerly known as Paperboard Industries International, Inc.), a Canadian company and Subsidiary of the Company.

        "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 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) 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, except that a person will be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, 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 Wholly Owned Restricted Subsidiary or one or more Permitted Holders) shall have occurred, or the Company merges, consolidates 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 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)   during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

        (d)   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.

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        "Commodity Price Protection Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement 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 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 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;

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, provided that, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated on a pro forma basis as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

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        (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 an operating unit 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 such Interest Rate Agreement has a remaining term in excess of 12 months). 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 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, including commitment fees,



(c)

capitalized interest,



(d)

non-cash interest expense,



(e)

commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing,



(f)

net costs associated with Hedging Obligations (including amortization of fees),



(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

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(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.

        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries; 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 (d) 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 (c) 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)

for purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, any net income (loss) of any Person acquired by the Company or any of its consolidated Subsidiaries in a pooling of interests transaction for any period prior to the date of such acquisition,



(c)

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 (d) 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,

(d)

any gain (but not loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (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 Securitization Transaction shall be deemed to be in the ordinary course),



(e)

any extraordinary gain or loss,



(f)

the cumulative effect of a change in accounting principles,



(g)

any gain or loss arising from foreign currency fluctuations on foreign currency denominated Debt, and

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(h)

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, however, that such shares, options or other rights can be redeemed at the option of the holder 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.

"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;



(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; and



(g)

Investments in and assets of Unrestricted Subsidiaries.

"Consolidated Net Worth" means the total of the amounts shown on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Company for which financial statements are publicly available prior to the taking of any action for the purpose of which the determination is being made, as:

(a)

the par or stated value of all outstanding Capital Stock of the Company, plus



(b)

paid-in capital or capital surplus relating to such Capital Stock, plus



(c)

any retained earnings or earned surplus, less:



(1)

any accumulated deficit, and



(2)

any amounts attributable to Disqualified Stock.

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        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, 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)

the principal of and premium (if any) in respect of:



(1)

debt of such Person for money borrowed, and



(2)

debt 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);



(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, 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 and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. 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.

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        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 "—Limitation on Debt," the amount of such Debt shall be calculated based on the currency exchange rate in effect at the end of the fiscal quarter for which financial statements are publicly available.

        "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 notes.

        "Disqualified Stock Dividends" means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned 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, and

        (5)   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).

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

150

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.

        "Exchange Notes" means the notes issued as evidence of the same continuing Debt of the Company under, and in exchange for, the notes as described under "Exchange Offer; Registration Rights."

        "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 $10.0 million, by any Officer of the Company, or

        (b)   if such Property has a Fair Market Value in excess of $10.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days of the relevant transaction, delivered to the trustee.

        "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).

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        "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 cap agreement, interest rate collar 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 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, 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 notes have an Investment Grade Rating from both Rating Agencies.

        "Issue Date" means February 5, 2003.

        "Lien" means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than

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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 thereof.

        "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.

        "New Revolving Credit Facility" means the Debt represented by:

        (a)   one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans or letters of credit, including, without limitation, the Credit Agreement, dated as of the date of the indenture, 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 New Revolving Credit Facility or one or more other credit or other agreements or notes or other securities issued pursuant to indentures).

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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 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.

        "Officer" means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Company.

        "Officers' Certificate" means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the trustee.

        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the trustee. 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)   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;

        (b)   any Person if as a result of 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;

        (c)   Temporary Cash Investments;

        (d)   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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        (e)   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;

        (f)    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;

        (g)   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;

        (h)   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;"

        (i)    lease, utility and other similar deposits in the ordinary course of business;

        (j)    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;

        (k)   Hedging Obligations entered into for bona fide hedging purposes and not for speculation and otherwise permitted by the indenture;

        (l)    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;

        (m)  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;

        (n)   purchases aggregating up to $30.0 million of the Capital Stock of Dopaco, Inc., pursuant to the provisions of the Shareholders Agreement, dated as of May 2, 1997, between Edward P. Fitts, Jr., Edward P. Fitts, Jr., as voting trustee, Cascades Boxboard U.S. Holdings, Inc., Cascades Boxboard Group Inc. and Cascades Boxboard Inc. permitting the Company to increase its aggregate shareholdings in Dopaco to a total of 50%; and

        (o)   other Investments made for Fair Market Value that do not exceed $35.0 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," provided that any such Lien is limited to (x) the accounts receivable and inventory of the Company and the Restricted Subsidiaries and (y) other assets of the Company and the Restricted Subsidiaries to the extent and as provided in the New Revolving Credit Facility on the Issue Date;

        (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 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 and mechanics' 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 Securitization 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 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;

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        (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 notes pursuant to the covenant described under "—Limitation on Liens;"

        (q)   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

        (r)   Liens not otherwise permitted by clauses (a) through (q) above encumbering Property having an aggregate Fair Market Value not in excess of 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 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

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        (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 a 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 Wholly Owned 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 after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors 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 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 Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a

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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 Citigroup Global Markets Inc. and its successors; provided, however, that if it shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another 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 Trustee, 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 Trustee 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 (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any

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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 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

        (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.

        "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

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        (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 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 under Regulation S-X promulgated by the Commission.

        "Special Interest" means the additional interest, if any, to be paid on the notes as described under "—Exchange Offer; Registration Rights."

        "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 Securitization Transaction or other similar transactions of Receivables 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 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 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

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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 or amalgamation and, for purposes of the covenant described under "—Merger, Consolidation and Sale of Property," 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 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

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        (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.

Book-Entry System

        We issued the outstanding restricted 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 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 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

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the sole registered owner and the sole holder of the notes represented thereby for all purposes under the indenture. 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 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 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 notes represented by such global security.

        Any global security that is exchangeable for certificated notes pursuant to the preceding sentence will be exchanged for certificated 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 notes,

        (a)   certificated notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law;

        (b)   payment of principal of, and premium, if any, and interest on, the certificated notes will be payable, and the transfer of the certificated 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 notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

        Certificated 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 indenture, to the effect that the transfer will comply with the appropriate transfer restrictions applicable to the notes.

        The Company will make payments in respect of the notes represented by the global securities, including principal and interest, by wire transfer of immediately available funds to the accounts specified by the global security holder. The Company will make all payments of principal and interest with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder's registered address.

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        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 notes represented by such global security for all purposes under the indenture and the notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated notes in definitive form and will not be considered to be the owners or holders of any 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. 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), 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 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. None of the Company, the trustee or the initial purchasers 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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REGISTRATION RIGHTS FOR OUTSTANDING RESTRICTED NOTES

Although the following description summarizes the material provisions of the registration rights agreement that we entered into with the initial purchasers for the benefit of the holders of the notes on December 2, 2004, the summary is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement.

        Under the registration rights agreement, we are required to:

•

by April 16, 2005, file a registration statement relating to the exchange offer with the Securities    and Exchange Commission;



•

by July 15, 2005, use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act; and



•

keep the exchange offer open for not less than 30 business days (or longer if required by applicable law) and not more than 45 business days after the effectiveness of the exchange offer registration statement.

        Under existing Securities and Exchange Commission interpretations, the exchange notes would be freely transferable by holders of the exchange notes other than affiliates of ours after the registered exchange offer without further registration under the Securities Act if the holder of the exchange notes represents that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of ours, as such terms are interpreted by the Securities and Exchange Commission, provided that broker-dealers receiving exchange notes in the registered exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The Securities and Exchange Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to exchange notes, other than a resale of an unsold allotment from the original sale of the notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we will be required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of such exchange notes for up to 90 days after effectiveness of the registration statement of which this is a part.

        A holder of outstanding restricted notes who wishes to exchange such notes for exchange notes in the registered exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the registered exchange offer it has no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes and that it is not an "affiliate" of ours, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        In the event that (i) applicable interpretations of the staff of the Securities and Exchange Commission do not permit us to effect such a registered exchange offer, (ii) for any other reason the exchange offer registration statement is not declared effective by July 15, 2005 or the registered exchange offer is not consummated within 45 business days after the exchange offer registration statement is declared effective, (iii) the initial purchasers so request with respect to outstanding restricted notes not eligible to be exchanged for exchange notes in the registered exchange offer or (iv) any holder of outstanding restricted notes, other than an initial purchaser of the notes, is not eligible to participate in the registered exchange offer or does not receive freely tradeable exchange notes in the registered exchange offer other than by reason of such holder being an affiliate of the Company (it being understood that the requirement that a participating broker-dealer deliver this prospectus in connection with sales of exchange notes will not result in the exchange notes being not

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"freely tradeable"), we will, at our cost, (a) as promptly as practicable, file a shelf registration statement covering resales of the notes or the exchange notes, as the case may be, (b) use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act and (c) use our reasonable best efforts to keep the shelf registration statement effective until two years after its effective date or until all the exchange notes covered by the shelf registration statement have been sold under the shelf registration statement, whichever is earlier. We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes or the exchange notes, as the case may be. A holder selling outstanding restricted notes or exchange notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement which are applicable to the holder. The holder will be deemed to have agreed to indemnify the Company and its Subsidiary Guarantors against certain losses arising out of information furnished by the holder in writing for inclusion in any shelf registration statement. The holder will also be required to suspend its use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from the Company.

        If (a) on or prior to July 15, 2005 neither the registration statement of which this prospectus is a part nor the shelf registration statement has been declared effective, (b) on or prior to the 45^th business day after the registration statement of which this prospectus is a part is declared effective, the registered exchange offer has not been consummated, or (c) after either the registration statement of which this prospectus is a part or the shelf registration statement has been declared effective, it ceases to be effective or usable, subject to certain exceptions, in connection with resales of notes or exchange notes in accordance with and during the periods specified in the registration rights agreement (each such event referred to in clauses (a) through (c), a "registration default"), interest will accrue on the principal amount of the outstanding restricted notes and the exchange notes, in addition to the stated interest on the outstanding restricted notes and the exchange notes, from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured. Special interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of the registration default and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the rate exceed 1.00% per annum.

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NOTICE TO CANADIAN INVESTORS

        Each certificate representing an exchange note will bear a legend in substantially the following form, other than certificates issued after the date that is four months and one day after the original issuance of such exchange note:

        UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES IN OR TO A PERSON IN CANADA BEFORE            , 2005.

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IMPORTANT U.S. AND CANADIAN TAX CONSIDERATIONS

United States

        The following discussion sets forth certain material U.S. 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. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury regulations, published rulings, administrative pronouncements and court decisions, all as of the date of this prospectus and all of which are subject to change or differing interpretations at any time and in some circumstances with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular investor in light of the investor's particular circumstances, or to certain types of investors subject to special treatment under U.S. federal income tax laws (such as financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, brokers, dealers, persons holding outstanding restricted notes or exchange notes as part of a straddle or a hedging transaction, or persons whose functional currency (as defined in section 985 of the Code) is not the U.S. dollar). In addition, this discussion does not consider the effect of any non-U.S. laws or U.S. state or local tax laws; it also does not discuss in any detail U.S. tax considerations other than income tax (e.g., estate or gift tax) considerations. The following discussion assumes that the outstanding restricted notes have been held as capital assets after purchase from the initial purchasers at the notes' initial offering price and that the exchange notes will be held as capital assets. Further, the following assumes that the outstanding restricted notes are properly characterized as debt for U.S. federal income tax purposes.

The following discussion does not purport to be legal advice to investors generally or to any particular investor. Each investor is urged to consult its own tax advisors concerning the application of U.S. federal income tax laws to its particular situation.

        As used herein, the term "U.S. Holder" means a beneficial owner of an outstanding restricted note or an exchange note that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for purposes of the Code) created or organized in or under the laws of the United States or of any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more U.S. persons (within the meaning of section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, as well as certain other trusts that have elected to be treated as U.S. persons under the Code. As used herein, the term "Non-U.S. Holder" means a beneficial owner of an outstanding restricted note that is not a U.S. Holder.

        If a partnership or other entity taxable as a partnership holds the outstanding restricted notes or exchange notes, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Holders in this situation are urged to consult their tax advisors as to the tax consequences of the exchange offer and of the purchase, ownership and disposition of the outstanding restricted notes.

Tax Consequences of the Exchange Offer

        Under current law, the exchange of notes for exchange notes pursuant to the registered exchange offer will not be treated as a taxable "exchange" for U.S. federal income tax purposes. Accordingly, holders will not recognize taxable gain or loss upon the receipt of exchange notes in exchange for outstanding restricted notes in the exchange offer, the holding period for an exchange note received in the exchange offer will include the holding period of the outstanding restricted note surrendered in exchange therefor, and the adjusted tax basis of an exchange note immediately after the exchange will be the same as the adjusted tax basis of the outstanding restricted note surrendered in exchange therefor.

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U.S. Holders

Taxation of Interest

        Stated Interest.    Generally, the amount of any stated interest payments on an exchange note will be treated as "qualified stated interest" for U.S. federal income tax purposes and will be taxable to a U.S. Holder as ordinary interest income as it is paid or accrued in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes. Notwithstanding the foregoing, to the extent a portion of your purchase price of an outstanding restricted note was allocable to interest that accrued prior to the date you purchased the note, you may treat the note as having been issued for an amount that excludes the pre-issuance accrued interest and, in that event, a portion of the first stated interest payment equal to the excluded pre-issuance accrued interest will be treated as a nontaxable return of such pre-issuance accrued interest to you. Any additional amounts owing on the exchange notes (due to a change in Canadian withholding tax laws) that are accrued or received by a U.S. Holder will be treated as additional interest income for U.S. federal income tax purposes.

        Early Redemption.    We may redeem some or all of the exchange notes prior to maturity at certain times or on the occurrence of certain specified events, as described in the "Description of Notes." Under applicable U.S. Treasury regulations, because the occurrence of any of these events is a "remote" or "incidental" contingency, or because under our redemption option the yield on the outstanding restricted notes would not be reduced if we exercised our option, we believe that the possibility of early redemption will not cause the exchange notes to be treated as "contingent payment debt instruments" or as issued with "original issue discount" and therefore subject to special rules under U.S. Treasury regulations. A U.S. Holder desiring to take a contrary position with respect to notes that it holds must make certain disclosures on its income tax return in accordance with U.S. Treasury regulations.

Disposition of a Note

        Upon the sale, exchange, redemption or retirement of an exchange note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or retirement (other than amounts representing accrued interest, which will be taxable as such, but including any redemption premium paid by the Company) and such U.S. Holder's adjusted tax basis in the exchange note. A U.S. Holder's adjusted tax basis in an exchange note generally will equal such U.S. Holder's initial investment in the outstanding restricted note decreased by the amount of any payments that are not deemed qualified stated interest payments. Such gain or loss realized by a U.S. Holder generally will be treated as U.S.-source gain or loss, and will be long-term capital gain or loss if the exchange note was held for more than one year at the time of disposition. The deductibility of capital losses is subject to limitations.

Foreign Tax Credit

        In general, interest income on the exchange notes will be foreign-source income for U.S. foreign tax credit purposes. If we are required to pay additional amounts on the exchange notes and non-U.S. income taxes are withheld from payments to a U.S. Holder on the exchange notes, the U.S. Holder may be eligible, subject to a number of limitations, for a foreign tax credit against its U.S. federal income tax liability for taxes withheld on the exchange notes. Alternatively, such non-U.S. income taxes may be deducted by a U.S. Holder in computing its taxable income for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Non-U.S. Holders

        Subject to the discussion of backup withholding below, interest on the exchange notes is currently exempt from U.S. federal income taxes, including withholding taxes, if paid to a Non-U.S. Holder unless the Non-U.S. Holder is an individual or corporation that has an office or other fixed place of business in the United States to which the interest is attributable, the interest is derived in the active conduct of a banking, financing or similar business within the United States or is received by a corporation the principal business of which is trading in stocks or securities for its own account, and certain other conditions exist.

        In addition, (a) subject to the discussion of backup withholding below, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized on the sale or exchange of an exchange note, provided that such gain is not effectively connected with the conduct of a U.S. trade or business by the holder and, in the case of a Non-U.S. Holder who is an individual, such holder is not present in the United States for a total of 183 days or more during the tax year in which such gain is realized and certain other conditions are met, and (b) the exchange notes will generally be deemed to be situated outside the United States for purposes of the U.S. federal estate tax and will not be includible in the gross estate for purposes of such tax in the case of a non-resident of the United States who is not a citizen of the United States at the time of death.

Backup Withholding

        Backup withholding of U.S. federal income tax may apply to payments made by us or on our behalf in respect of the exchange notes to registered noteholders that are not exempt recipients and that fail to provide certain identifying information (such as the registered noteholder's taxpayer identification number) in the required manner. Generally, corporations, certain other entities and non-U.S. persons are exempt from backup withholding, provided that they may be required to certify their exempt status. In addition, upon the sale or redemption of an exchange note to (or through) certain U.S. or U.S.-related brokers, the broker must withhold backup withholding tax from the purchase price, unless either (i) the broker determines that the seller is a corporation or other exempt recipient or (ii) the seller provides, in the required manner, certain identifying information.

        In general, a Non-U.S. Holder may avoid backup withholding of U.S. federal income tax by certifying under penalties of perjury, on an IRS Form W-8BEN or substitute form, that the holder is not a U.S. person. Special certification rules apply to financial institutions holding exchange notes on behalf of beneficial owners, and to offshore accounts maintained through certain non-U.S. intermediaries.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against such beneficial owner's U.S. federal income tax liability and may entitle the holder to a refund to the extent the amount withheld exceeds such liability; provided the required information is furnished to the IRS.

Canadian Tax Considerations for U.S. Holders

        The following description of Canadian federal income tax considerations relevant to the exchange offer and the acquisition pursuant thereto of exchange notes is of a general nature only and should not be construed as advice to any particular holder of outstanding restricted notes or exchange notes. Holders of outstanding restricted notes or exchange notes are advised to consult with their tax advisors with respect to their particular tax position. This description does not apply to holders of outstanding restricted notes or exchange notes who are non-resident insurers carrying on an insurance business in Canada and elsewhere.

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        Under 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 Revenue Agency, there will be no Canadian federal income tax payable as a consequence of the exchange of outstanding restricted notes for exchange notes by any holder of outstanding restricted notes who (i) is neither resident nor deemed to be resident in Canada for purposes of the Income Tax Act (Canada), (ii) deals at arm's length, within the meaning of the Tax Act (Canada), with Cascades and (iii) does not use or hold, and is not deemed to use or hold, the outstanding restricted notes in carrying on a business in Canada.

        Similarly, under such laws and administrative practice, we are not required to withhold tax from interest paid on the principal of the outstanding restricted notes or exchange notes, or from any premium or principal paid on such outstanding restricted notes, to any holder who (i) is neither resident nor deemed to be resident in Canada for purposes of the Tax Act (Canada), (ii) deals at arm's length, within the meaning of the Tax Act (Canada), with Cascades and (iii) does not use or hold, and is not deemed to use or hold, the outstanding restricted notes in carrying on a business in Canada.

        Under the Tax Act (Canada), no other taxes on income, including taxable capital gains, are payable in respect of the holding, redemption or disposition of exchange notes by holders who are neither resident nor deemed to be resident in Canada for purposes of the Tax Act (Canada) and who do not use or hold and are not deemed to use or hold the exchange notes in carrying on business in Canada for the purposes of the Tax Act (Canada).

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these exchange notes. 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 outstanding restricted notes where the outstanding restricted notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 90 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with these resales. In addition, until            , 2005, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        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 or 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 of any of these resales of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The 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.

        For a period of 90 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the outstanding restricted notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding restricted notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Jones Day, New York, New York, will pass upon certain legal matters under U.S. federal, New York and Delaware 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 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. Fraser Milner Casgrain LLP, Montreal, Québec, will pass upon certain legal matters under Canadian law for us regarding 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, 2004 and 2003 for each of the years in the three-year period ended December 31, 2004, included in this prospectus have been

173

so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, 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 or exchange 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.

WHERE YOU CAN FIND MORE INFORMATION

        This prospectus, which is a part of the registration statement, does not contain all the information in the registration statement or the exhibits and schedules that are part of the registration statement. For further information on our company and the exchange notes we are offering, you should review the registration statement. We file reports and other information with the Securities and Exchange Commission. These reports, the registration statement and other information are or will be available after filing 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 Autorité des marchés financiers, which performs the regulatory functions previously undertaken by 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 Autorité des marchés financiers, located at 800 Square Victoria, 22nd Floor, Stock Exchange Tower, Montreal, Québec, H4Z 1G3. Please call the Autorité des marchés financiers at (514) 395-0337 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.

174

        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 referred to in this prospectus, or any of the other documents that we have filed with the 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

175

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Cascades Inc.
	Report of Independent Accountants	F-2
	Comment by Auditors for U.S Readers on Canada-U.S. Reporting Difference	F-3
	Consolidated Balance Sheets as at December 31, 2004 and 2003	F-4
	Consolidated Statements of Retained Earnings for the Years Ended December 31, 2004, 2003 and 2002	F-5
	Consolidated Statements of Earnings for the Years Ended December 31, 2004, 2003 and 2002	F-6
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002	F-7
	Segmented Information	F-8
	Notes to Consolidated Financial Statements	F-15
Unaudited Interim Consolidated Financial Statements
	Unaudited Consolidated Balance Sheet as of March 31, 2005	F-73
	Unaudited Consolidated Statements of Retained Earnings for the three months ended March 31, 2005 and 2004	F-74
	Unaudited Consolidated Statements of Earnings for the three months ended March 31, 2005 and 2004	F-75
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004	F-76
	Unaudited Segmented Information	F-77
	Notes to Unaudited Interim Consolidated Financial Statements	F-80

F-1

Report of Independent Accountants

To the Board of Directors of Cascades Inc.

        We have audited the accompanying consolidated balance sheets of Cascades Inc. (the "Company") as at December 31, 2004 and 2003 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

        In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2004 in accordance with Canadian generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Montreal, Canada
February 24, 2005

F-2

Comments by Auditors for U.S. Readers
on Canada-U.S. Reporting Differences

        In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the company's financial statements, such as the change described in note 2 to the consolidated financial statements. Our report to the Board of Directors dated February 24, 2005 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors' report when the change is properly accounted for and adequately disclosed in the financial statements.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Montreal, Canada
February 24, 2005

F-3

Cascades Inc.
Consolidated Balance Sheets

As at December 31, 2004 and 2003

(in millions of Canadian dollars)

	Note	2004	2003
Assets
Current assets
Cash and cash equivalents		30	27
Accounts receivable		527	494
Inventories	6	559	501
		1,116	1,022
Property, plant and equipment	7	1,700	1,636
Other assets	8	215	186
Goodwill	8	113	83
		3,144	2,927
Liabilities and Shareholders' Equity
Current liabilities
Bank loans and advances		47	43
Accounts payable and accrued liabilities		509	453
Current portion of long-term debt	9	58	18
		614	514
Long-term debt	9	1,168	1,092
Other liabilities	10	303	265
		2,085	1,871
Shareholders' equity
Capital stock	11	265	264
Retained earnings		783	778
Cumulative translation adjustments	21	11	14
		1,059	1,056
		3,144	2,927

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Cascades Inc.

Consolidated Statements of Retained Earnings

For the three-year period ended December 31, 2004

(in millions of Canadian dollars)

	Note	2004		2003		2002
Balance—Beginning of year		778		749		594
Net earnings for the year		23		55		169
Dividends on common shares		(13	)	(13	)	(10	)
Dividends on preferred shares		—		(1	)	(1	)
Excess of common share redemption price over paid-up capital	11 d)	(5	)	(2	)	(3	)
Excess of redemption price of preferred shares of a subsidiary over recorded capital	11 b)	—		(10	)	—
Balance—End of year		783		778		749

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Cascades Inc.

Consolidated Statements of Earnings

For the three-year period ended December 31, 2004

(in millions of Canadian dollars)

	Note	2004		2003		2002
				(note 4)		(note 4)
Sales		3,254		2,995		3,118
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	17 c)	2,691		2,463		2,414
Selling and administrative expenses		313		294		289
Impairment loss on property, plant and equipment	14	18		—		—
Loss (gain) on derivative financial instruments	15	(2	)	1		—
Unusual losses (gains)	13	(4	)	—		4
Depreciation and amortization		159		143		137
		3,175		2,901		2,844
Operating income from continuing operations		79		94		274
Interest expense	17 b)	76		80		69
Foreign exchange gain on long-term debt		(18	)	(72	)	—
Loss on long-term debt refinancing		1		22		—
		20		64		205
Provision for income taxes	16	2		10		60
Share of results of significantly influenced companies	12	(2	)	3		(22	)
Share of earnings attributed to non-controlling interests		—		—		1
Net earnings from continuing operations		20		51		166
Net earnings from assets held for sale	4	3		4		3
Net earnings for the year		23		55		169
Basic net earnings from continuing operations per common share		0.25		0.61		2.04
Basic net earnings per common share	11 e)	0.28		0.66		2.07
Diluted net earnings per common share	11 e)	0.28		0.66		2.05
Weighted average number of common shares outstanding during the year		81,678,884		81,720,379		81,482,507

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Cascades Inc.

Consolidated Statements of Cash Flows

For the three-year period ended December 31, 2004

(in millions of Canadian dollars)

		Note	2004		2003		2002
					(note 4)		(note 4)
Operating activities from continuing operations
Net earnings from continuing operations			20		51		166
Adjustments for
	Impairment loss on property, plant and equipment		18		—		—
	Amortization of transitional deferred unrealized gain		(2	)	—		—
	Unusual losses (gains)		(4	)	—		4
	Depreciation and amortization		159		143		137
	Foreign exchange gain on long-term debt		(18	)	(72	)	—
	Loss on long-term debt refinancing		1		22		—
	Future income taxes		(20	)	(1	)	13
	Share of results of significantly influenced companies		(2	)	3		(22	)
	Share of earnings attributed to non-controlling interests		—		—		1
	Others		6		12		8
			158		158		307
Changes in non-cash working capital components		17 a)	(2	)	(32	)	23
			156		126		330
Investing activities from continuing operations
Purchases of property, plant and equipment			(129	)	(121	)	(128	)
Purchases of other assets			(9	)	(13	)	(21	)
Business acquisitions, net of cash acquired		5 a)	(120	)	(31	)	(127	)
Business disposal, net of cash disposed		5 b)	14		—		4
			(244	)	(165	)	(272	)
Financing activities from continuing operations
Bank loans and advances			3		(50	)	—
Issuance of senior notes, net of related expenses			156		974		—
Change in revolving credit facilities, net of related expenses			(8	)	155		—
Increase in other long-term debt			10		52		77
Payments of other long-term debt			(49	)	(1,052	)	(113	)
Premium paid on redemption of long-term debt			(1	)	(16	)	—
Non-controlling interests			—		—		(7	)
Net proceeds from issuances of shares			2		2		3
Redemption of common shares and preferred shares of a subsidiary		11 b) d)	(7	)	(20	)	(3	)
Dividends			(13	)	(14	)	(11	)
			93		31		(54	)
Change in cash and cash equivalents during the year from continuing operations			5		(8	)	4
Change in cash and cash equivalents from assets held for sale		4	—		—		—
Change in cash and cash equivalents during the year			5		(8	)	4
Translation adjustments on cash and cash equivalents			(2	)	(3	)	3
Cash and cash equivalents—Beginning of year			27		38		31
Cash and cash equivalents—End of year			30		27		38

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Cascades Inc.

Segmented Information

For the three-year period ended December 31, 2004

(in millions of Canadian dollars)

The Company's operations are organized into and managed by three segments: packaging products, tissue papers and fine papers. The classification of these operating segments is based on the primary operations of the main subsidiaries and joint ventures of the Company.

        The Company analyzes the performance of its operating segments based on their operating income before depreciation and amortization, which is not a measure of performance under Canadian generally accepted accounting principles ("Canadian GAAP"); however, chief operating decision-makers use this performance measure for assessing the operating performance of their reportable segments. Earnings for each segment are prepared on the same basis as those of the Company. Intersegment operations are recorded on the same basis as sales to third parties, which is at fair market value.

F-8

Cascades Inc.

Segmented Information (Continued)

For the three-year period ended December 31, 2004

(in millions of Canadian dollars) (Continued)

Sales of the Company presented by the reportable segments are as follows:

Sales			Note	2004		2003		2002
						(note 2 d)		(note 2 d)
Packaging products
	Boxboard
		Manufacturing		705		727		760
		Converting		513		292		263
		Eliminations and others		13		7		2
				1,231		1,026		1,025
	Containerboard(1)
		Manufacturing		344		340		374
		Converting		489		480		488
		Eliminations and others		(200	)	(191	)	(204	)
				633		629		658
	Specialty products			509		484		477
	Eliminations			(44	)	(38	)	(40	)
				2,329		2,101		2,120
Tissue papers
	Manufacturing and converting			665		620		663
	Distribution(2)			87		89		88
	Eliminations			(35	)	(23	)	(24	)
				717		686		727
Fine papers
	Manufacturing			373		380		440
	Distribution(2)			409		417		427
	Eliminations			(68	)	(63	)	(65	)
				714		734		802
Eliminations				(68	)	(72	)	(58	)
Assets held for sale			4	(438	)	(454	)	(473	)
Total				3,254		2,995		3,118

(1)

The Company's containerboard sub-segment consists entirely of its interest in Norampac Inc. ("Norampac"), a joint venture.

(2)

Some or all of these sub-segments represent assets held for sale (see note 4).

F-9

Cascades Inc.

Segmented Information (Continued)

For the three-year period ended December 31, 2004

(in millions of Canadian dollars) (Continued)

        The operating income before depreciation and amortization from continuing operation and the depreciation and amortization from continuing operation of the Company presented by the reportable segments are as follows:

Operating income before depreciation and amortization and operating income from continuing operation			Note	2004		2003		2002
Packaging products
	Boxboard
		Manufacturing		19		37		79
		Converting		45		15		7
		Others		3		3		3
				67		55		89
	Containerboard(1)
		Manufacturing		25		18		47
		Converting		54		52		50
		Others		8		11		9
				87		81		106
	Specialty products			24		38		49
				178		174		244
Tissue papers
	Manufacturing and converting			74		72		130
	Distribution(2)			2		1		6
				76		73		136
Fine papers
	Manufacturing			(10	)	(5	)	27
	Distribution(2)			7		11		10
				(3	)	6		37
Corporate				(4	)	(3	)	3
Assets held for sale			4	(9	)	(13	)	(9	)
Operating income before depreciation and amortization from continuing operations				238		237		411
Depreciation and amortization
Boxboard				(64	)	(49	)	(49	)
Containerboard				(38	)	(37	)	(37	)
Specialty products				(20	)	(21	)	(19	)
Tissue papers				(36	)	(36	)	(32	)
Fine papers				(11	)	(11	)	(11	)
Corporate and eliminations				8		9		9
Assets held for sale			4	2		2		2
				(159	)	(143	)	(137	)
Operating income from continuing operations				79		94		274

(1)

The Company's containerboard sub-segment consists entirely of its interest in Norampac, a joint venture.

(2)

Some or all of these sub-segments represent discontinued operations (see note 4).

F-10

Segmented Information (Continued)

For the three-year period ended December 31, 2004

(in millions of Canadian dollars) (Continued)

Purchases of property, plant and equipment of the Company presented by the reportable segments are as follows:

Purchases of property, plant and equipment			2004		2003		2002
Packaging products
	Boxboard
		Manufacturing	22		19		18
		Converting	20		10		7
		Others	6		5		3
			48		34		28
	Containerboard(1)
		Manufacturing	13		14		18
		Converting	15		13		10
		Others	2		2		—
			30		29		28
	Specialty products		16		19		20
			94		82		76
Tissue papers
	Manufacturing and converting		20		25		31
	Distribution(2)		1		—		—
			21		25		31
Fine papers
	Manufacturing		10		7		16
	Distribution(2)		—		1		1
	Others		—		2		—
			10		10		17
Corporate			5		5		5
Assets held for sale			(1	)	(1	)	(1	)
Total			129		121		128

(1)

The Company's containerboard sub-segment consists entirely of its interest in Norampac, a joint venture.

(2)

Some or all of these sub-segments represent assets held for sale (see note 4).

F-11

Cascades Inc.

Segmented Information (Continued)

For the three-year period ended December 31, 2004

(in millions of Canadian dollars) (Continued)

        Identifiable assets and goodwill of the Company presented by the reportable segments are as follows:

Identifiable assets		2004		2003
Packaging products
	Boxboard	997		946
	Containerboard(1)	744		717
	Specialty products	438		390
		2,179		2,053
Tissue papers		552		546
Fine papers		369		363
Corporate		190		114
Consolidation revaluation(2)		(178	)	(192	)
Intersegment eliminations		(51	)	(51	)
		3,061		2,833
Investments		83		94
Total		3,144		2,927

Goodwill		2004		2003
Packaging products
	Boxboard	27		5
	Containerboard(1)	106		99
	Specialty products	7		7
		140		111
Tissue papers		10		10
Fine papers		4		4
Consolidation revaluation(3)		(41	)	(42	)
Total		113		83

(1)

The Company's Containerboard sub-segment consists entirely of its interest in Norampac, a joint venture.

(2)

Consolidation revaluation includes adjustments of assets resulting from business acquisitions. It also includes the required adjustments resulting from the creation of Norampac, consisting mainly

F-12

of reduction in property, plant and equipment and goodwill. The following table details the components of the consolidation revaluation relating to identifiable assets:

	2004		2003
Privatization of subsidiaries(a)	(44	)	(48	)
Creation of Norampac(b)	(75	)	(80	)
Creation of Norampac(c)	(45	)	(50	)
Others	(14	)	(14	)
	(178	)	(192	)

(a)

Represents the impact of the privatization of certain subsidiaries of the Company on December 31, 2000. The adjustment also reflects the accounting impact of the privatization of Cascades S.A. in 2002.

(b)

With respect to the creation of Norampac, the assets and liabilities that were contributed by the Company and Domtar Inc., the Company's joint venture partner in Norampac, were recorded at their fair market value. However, upon proportionate consolidation of the joint venture, the Company reduced its portion of the contributed assets and liabilities to their original carrying value.

(c)

A portion of the gain realized on the creation of Norampac was recognized against property, plant and equipment and goodwill. The net book value of the deferred gain allocated against goodwill was $22 million. For the years ended December 31, 2004 and 2003, the net book value of the deferred gain allocated against goodwill was $16 million and $17 million, respectively.

(3)

The amounts shown for identifiable assets include a reduction of goodwill for the years ended December 31, 2004 and 2003 amounting to $41 million and $42 million, respectively, which are shown separately in the table above under goodwill.

F-13

        Sales, property, plant and equipment and goodwill of the Company presented by the geographic segments are as follows:

			Note	2004		2003		2002
By geographic segment
Sales
	Operations located in Canada
		Within Canada		1,571		1,660		1,747
		To the United States		555		540		636
		Offshore		54		51		47
				2,180		2,251		2,430
	Operations located in United States
		Within the United States		833		614		596
		To Canada		94		36		20
		Offshore		31		—		2
				958		650		618
	Operations located in Europe
		Within Europe		496		461		460
		To the United States		5		8		10
		To other countries		53		77		71
				554		546		541
	Operations located in Mexico			—		2		2
	Assets held for sale
	Operations located in Canada		4	(438	)	(454	)	(473	)
Total				3,254		2,995		3,118

		2004	2003
Property, plant and equipment
	Canada	993	1013
	United States	476	399
	Europe	231	224
Total		1,700	1,636

		2004	2003
Goodwill
	Canada	61	60
	United States	52	23
Total		113	83

F-14

Cascades Inc.

Notes to Consolidated Financial Statements

For the three-year period ended December 31, 2004

(tabular amounts in millions of Canadian dollars, except per share amounts)

1    Accounting policies

Basis of presentation

        The consolidated financial statements have been prepared in accordance with Canadian GAAP and include the significant accounting policies listed below.

Basis of consolidation

        The consolidated financial statements include the accounts of the Company and its subsidiaries. They also include the portion of the accounts of the joint ventures accounted for through the proportionate consolidation method. Investments in significantly influenced companies are accounted for using the equity method.

Use of estimates

        The preparation of financial statements in conformity with Canadian GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and disclosure of contingencies at the balance sheet date, as well as the reported amounts of revenues and expenses during the reporting period. On a regular basis and with the available information, management reviews its estimates including those related to environmental costs, useful life of property, plant and equipment, impairment of long-term assets, goodwill and pension plans. Actual results could differ from those estimates. When adjustments become necessary, they are reported in earnings in the period in which they are known.

Revenue recognition

        The Company recognizes its sales when persuasive evidence of an arrangement exits, goods are shipped, significant risks and benefits of ownership are transferred, price is fixed and determinable and the collection of the resulting receivable is reasonably assured.

Fair market value of financial instruments

        The Company estimates the fair market value of its financial instruments based on current interest rates, market value and current pricing of financial instruments with similar terms. Unless otherwise disclosed herein, the carrying value of these financial instruments, especially those with current maturities such as cash and cash equivalents, accounts receivable, bank loans and advances, accounts payable and accrued liabilities, approximates their fair market value.

Derivative financial instruments

        The Company uses derivative financial instruments in the management of its foreign currency, commodity and interest rate exposures. Except for certain interest rate swap agreements, the Company's policy is not to utilize derivative financial instruments for trading or speculative purposes.

F-15

        The Company documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also assesses whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values or cash flows of hedged items.

        Foreign exchange forward contracts designated as hedging instruments    In order to reduce the potential adverse effects of currency fluctuation, the Company enters into various foreign exchange forward contracts. Realized and unrealized gains and losses on these derivative financial instruments used to hedge anticipated sales, purchases or interest expenses denominated in foreign currencies are recognized as an adjustment of sales, cost of sales or interest expenses when the underlying sale, purchase or interest expense is recorded.

        Foreign exchange forward contracts and currency options not designated as hedging instruments    Foreign exchange forward contracts and currency options not designated as hedging instruments are recorded at fair value. The fair value of these instruments is reviewed periodically and the resulting gains and losses are reported to earnings.

        Commodity contracts designated as hedging instruments    The Company uses certain swaps and forward contracts on commodity in order to fix the price for nominal quantities of certain raw materials or finished goods to reduce the adverse effects of changes in raw material costs and sales prices of finished goods. Realized and unrealized gains and losses arising from these contracts are recognized in sales or cost of sales when the sale or purchase of the underlying commodity is recorded.

        Commodity contracts not designated as hedging instruments    The Company also uses swaps and forward contracts on commodity that are not designated as hedging instruments. These instruments are recorded at fair value. The fair value of these contracts is reviewed periodically and the resulting gains and losses are reported to earnings.

        Interest rate swap agreement designated as an hedging instrument    The Company enters into interest rate swap agreements in order to hedge the changes in fair value of a portion of its long-term debt. Interest expense on the debt is adjusted to include the payments made or received under the interest rate swaps.

        Interest rate swap agreements not designated as hedging instruments    These interest rate swap agreements require the exchange of interest payments without actual exchange of the notional amount on which the payments are based. The Company adjusts the interest expense on the debt to include payments made or received under the interest rate swap agreements. These instruments are accounted for at fair value and resulting gains or losses are included in earnings under Selling and administrative expenses.

F-16

        Others    Realized and unrealized gains or losses associated with derivative financial instruments, which have been terminated or cease to be effective prior to maturity, are deferred under current or long-term assets or liabilities and recognized in earnings in the period in which the underlying original hedged transaction is recognized. In the event a designated hedged item is sold, extinguished or matures prior to the termination of the related derivative financial instrument, any realized or unrealized gain or loss on such derivative financial instrument is recognized in earnings.

        Derivative financial instruments which are not designated as hedges or have ceased to be effective prior to maturity are recorded at their estimated fair values under current or long-term assets or liabilities with changes in their estimated fair values recorded in earnings. Estimated fair value is determined using pricing models incorporating current market prices and the contractual prices of the underlying instruments, the time value of money and yield curves.

Cash and cash equivalents

        Cash and cash equivalents include cash on hand, bank balances and short-term liquid investments with original maturities of three months or less.

Inventories

        Inventories of finished goods are valued at the lower of average production cost and net realizable value. Inventories of raw materials and supplies are valued at the lower of cost and replacement value. Cost of raw materials and supplies is determined using the average cost and the first-in, first-out methods respectively.

Property, plant and equipment, depreciation and amortization

        Property, plant and equipment are recorded at cost, including interest incurred during the construction period of certain property, plant and equipment. Depreciation and amortization are calculated on a straight-line basis at annual rates varying from 3% to 5% for buildings, 5% to 10% for machinery and equipment, and 15% to 20% for automotive equipment, determined according to the estimated useful life of each class of property, plant and equipment.

Grants and investment tax credits

        Grants and investment tax credits are accounted for using the cost reduction method and are amortized to earnings as a reduction of depreciation and amortization, using the same rates as those used to amortize the related property, plant and equipment.

F-17

Other investments

        Other investments are recorded at cost except when there is a decline in value which is other than temporary, in which case they are reduced to their estimated net realizable value.

Goodwill

        The Company assesses periodically whether a provision for impairment in the value of goodwill is required. This is accomplished mainly by determining whether projected discounted future cash flows exceed the net book value of goodwill of the respective business units. Goodwill is tested for impairment annually on December 31 or when an event or circumstance occurs that could potentially result in a permanent decline in value.

Impairment of long-lived assets

        Long-lived assets are reviewed for impairment upon the concurrence of events or changes in circumstances indicating that the carrying value of the asset may not be recoverable, as measured by comparing their net book value to the estimated undiscounted future cash flows generated by their use. Impaired assets are recorded at fair value, determined principally using discounted future cash flows expected from their use and eventual disposition.

Deferred charges

        Deferred charges are recorded at cost and include, in particular, the issuance costs of long-term debt, which are amortized on a straight-line basis over the anticipated period of repayment of the respective debt, and start-up costs which are amortized on a straight-line basis over a period of three to five years from the end of the start-up period.

Environmental costs

        Environmental expenditures are expensed or capitalized depending upon their future economic benefit. Expenditures incurred to prevent future environmental contamination are capitalized and amortized on a straight-line basis at annual rates varying from 5% to 10%. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. A provision for environmental costs is recorded when it is probable that a liability has been incurred and the costs can be reasonably estimated.

Asset retirement obligations

        Asset retirement obligations are recognized, at fair value, in the period in which the Company incurred a legal obligation associated to the retirement of an asset. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using a credit adjusted risk free interest rate of the Company.

F-18

Employee future benefits

        The Company offers funded and non-funded defined benefit pension plans, some defined contribution pension plans, and group registered retirement savings plans("RRSPs") that provide retirement benefit payments for most of its employees. The defined benefit pension plans are usually contributory and are based on the number of years of service and, in most cases, based on the average gains at the end of career. Retirement benefits are in some cases, partially adjusted, based on inflation. The Company also provides to its employees complementary retirement benefit plans and other post-employment benefit plan, such as group life insurance and medical and dental care plans. However, these benefits, other than pension plans, are not funded.

        The cost of pensions and other retirement benefits earned by employees is actuarially determined using the projected benefit method pro-rated on years of service and management's best estimate of expected plan investment performance, salary escalations, retirement ages of employees and expected health care costs. The accrued benefit obligation is evaluated using the market interest rate at the evaluation date.

        For the purpose of calculating the expected return on plan assets, those assets are valued at fair value. Past service costs arising from a plan amendment are amortized on a straight-line basis over the average remaining service period of the group of employees active at the date of the amendment. The excess of the net actuarial gain or loss over the greater of (a) 10% of the accrued benefit obligation at the beginning of the year and (b) 10% of the fair value of plan assets at the beginning of the year, is amortized over the average remaining service period of active employees, which may vary from 8 to 19 years (weighted average of 13 years) in 2004 depending on the plan (2003—8 to 19 years (weighted average of 13 years)).

        When restructuring a plan causes a curtailment and a settlement at the same time, the curtailment is accounted for before the settlement.

        The measurement date of most of the retirement benefit plans is December 31 of every year. An actuarial evaluation is performed at least every three years. The last evaluation took place on December 31, 2003 for almost half of the plans and on December 31, 2002 for most of the other plans.

Income taxes

        The Company uses the liability method in accounting for income taxes. According to this method, future income taxes are determined using the difference between the accounting and tax bases of assets and liabilities. Future income tax assets and liabilities are measured using substantively enacted tax rates in effect in the year in which these temporary differences are expected to be recovered or settled. Future income tax assets are recognized when it is more likely than not that the assets will be realized.

Foreign currency translation

        Foreign currency transactions    Transactions denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in

F-19

foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Gains and losses related to the portion of the long-term debt designated as a hedge of the net investment of the Company in self-sustaining foreign operations are recorded in cumulative translation adjustments net of related income taxes. Unrealized gains and losses on translation of other monetary assets and liabilities are reflected in the determination of the net results for the year.

        Foreign operations    The Company's foreign operations are defined as self-sustaining. The assets and liabilities of these operations are translated into Canadian dollars at the rate of exchange prevailing at the balance sheet date. Revenues and expenses are translated at the average exchange rate for the year. Translation gains and losses are deferred and shown as a separate component of shareholders' equity as cumulative translation adjustments.

Stock-based compensation

        The Company applies the fair value method of accounting for stock-based compensation awards granted to officers and key employees. This method consists of recording expenses to earnings based on the vesting period of the options granted. The fair value is calculated based on the Black-Scholes option pricing model. This model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. When stock options are exercised, any consideration paid by employees is credited to capital stock.

Amounts per common share

        Amounts per common share are determined using the weighted average number of common shares outstanding during the year. Diluted amounts per common share are determined using the treasury stock method to evaluate the dilutive effect of stock options, convertible instruments and equivalents, when applicable. Under this method, instruments with a dilutive effect, basically when the average market price of a share for the period exceeds the exercise price, are considered to have been exercised at the beginning of the period and the proceeds received are considered to have been used to redeem common shares of the Company at the average market price for the period.

2    Changes in accounting policies

New accounting standards adopted

a)    Employee future benefits    On June 30, 2004, the Company adopted prospectively the new recommendations of the Canadian Institute of Chartered Accountants ("CICA") regarding employee future benefits that require additional disclosure about the assets, cash flows and net periodic cost of defined benefit pension plans and other employee future benefit plans. Refer to note 18 regarding the additionnal disclosure requirements.

F-20

b)    Hedging relationships    On January 1, 2004, the Company adopted prospectively Accounting Guideline 13 ("AcG-13") regarding hedge accounting. In compliance with the criteria required by AcG-13, hedge accounting requires the Company to document the risk management strategy used. Upon executing a hedging contract, management documents the hedged item, namely asset, liability or anticipated transaction, the characteristics of the hedging instrument used and the selected method of assessing effectiveness. The current accounting policy will be maintained for hedging relationships deemed to be effective at January 1, 2004. Consequently, realized and unrealized gains and losses on hedges will continue to be deferred until the hedged item is realized so as to allow matching of the designations in the statement of earnings. Hedge accounting was applied as at January 1, 2004 for hedging relationships existing as at December 31, 2003 that satisfied the conditions of AcG-13. Hedging relationships existing as at December 31, 2003 that did not satisfy the conditions of AcG-13 were recorded at fair value as at January 1, 2004, resulting in an increase in assets of $3.7 million and in liabilities of $0.1 million. The related unrealized gain of $3.6 million was deferred and presented under other liabilities on the balance sheet.

c)     Asset retirement obligations    On January 1, 2004, the Company adopted retroactively, without prior period restatement, the new recommendations of the CICA relating to asset retirement obligations. This standard requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The application of this standard did not have any significant impact on the financial position or results of operations of the Company.

d)    Generally accepted accounting principles    On January 1, 2004, the Company adopted retroactively with prior period restatement CICA Section 1100, "Generally Accepted Accounting Principles", and Section 1400, "General Standards for Financial Statement Presentation." Section 1100 clarifies the relative authority of various accounting pronouncements and other sources of guidance within GAAP, whereas Section 1400 clarifies what constitutes a fair presentation in accordance with GAAP. In addition, under Section 1100, industry practice no longer plays a role in establishing GAAP. As a result, the cost of delivery, which had been subtracted from sales in accordance with industry practice, is no longer subtracted from sales, but rather is included in cost of goods sold. The cost of delivery for the year ended December 31, 2004, 2003 and 2002 amounted to $217 million, $208 million and $207 million respectively and have been included in the cost of good sold resulting, in the restatement of the comparative figures of 2003 and 2002.

e)     Impairment of long-lived assets    On January 1, 2004, the Company adopted new CICA Handbook Section 3063, "Impairment of Long-lived Assets." Section 3063 provides accounting guidance for the recognition, measurement and disclosure of impairment of long-lived assets, including property, plant and equipment and intangible assets with finite useful lives. Section 3063 requires the recognition of an impairment loss for a long-lived asset when events or changes in circumstances cause its carrying value to exceed the total undiscounted future cash flows expected from its use and eventual disposition. The impairment loss is calculated by deducting the fair value of the asset from its carrying value. This change in accounting policy has been applied prospectively and had no impact on the Company's financial statements on January 1, 2004.

F-21

f)     Guarantees    On January 1, 2003, the Company adopted prospectively the new guideline of the CICA regarding the disclosure of guarantees. Under this new guideline, entities are required to disclose key information about certain types of guarantee contracts that require payments contingent on specified types of future events. Disclosures include the nature of the guarantee, how it arose, the events or circumstances that would trigger performance under the guarantee, maximum potential future payments under the guarantee, the carrying amount of the related liability and information about recourse or collateral. Note 19(b) provides the required disclosure.

g)     Long-lived assets and discontinued operations    The Company adopted prospectively the new guideline of the CICA regarding the disposal of long-lived assets and discontinued operations, which applies to disposal activities initiated on or after May 1, 2003. This new section sets standards for recognition, measurement, presentation and disclosure of the disposal of long-lived assets. It also sets standards for the presentation and disclosure of discontinued operations. The adoption of this standard did not impact the financial statements.

New accounting standards not yet adopted

h)    Variable interest entities    In June 2003, the CICA issued Accounting Guideline 15 ("AcG-15"), "Consolidation of variable interest entities." The new guideline requires companies to identify variable interest entities in which they have an interest to determine whether they are the primary beneficiary of such entities and, if so, to consolidate them. A variable interest entity is defined as an entity in which the equity is not sufficient to permit that entity to finance its activities without external support, or the equity investors lack either voting control and obligation to absorb future losses or the right to receive future returns. At the end of 2003, the CICA announced the deferral of the effective date of AcG-15 as it expects to make certain amendments. Previously, AcG-15 was to be effective for interim and annual periods starting on or after January 1, 2004. It will be effective for interim and annual periods beginning on or after November 1, 2004. The application of this standard will not have any material impact on the financial position or results of operations of the Company.

i)     Financial instruments, hedges, equity and comprehensive income    In January 2005, the CICA published four new sections: Section 1530, "Comprehensive Income;" Section 3251, "Equity;" Section 3855, "Financial Instruments—Recognition and Measurement," and Section 3865, "Hedges." These new standards regarding recognition and measurement of financial instruments, hedging and comprehensive income have been created to harmonize with the generally accepted accounting policies already used in the United States (U.S. GAAP). These new standards have to be adopted by the Company at the latest for the period beginning January 1, 2007, but early adoption is encouraged. The Company is presently evaluating the impact of these new standards.

3    Measurement uncertainty

        The Company evaluates the net book value of its long-lived assets when events or changes in circumstances indicate that the net book value of the assets may not be recoverable. To evaluate long-lived assets, the Company determines if the undiscounted future cash flows of operating activities

F-22

exceed the net book value of the assets at the valuation date. Estimate of future cash flows and fair value are based on judgment and could change.

        During the fourth quarter of 2004, the Company performed an impairment test on long-lived assets of certain operating units due to their operating loss for the current period.

        According to the results of the impairment tests performed, it is not necessary to record an impairment loss for these operating units with the exception of the impairment loss on property, plant and equipment disclosed in note 14. However, given the sensitivity of certain key assumptions used, such as exchange rates, selling prices and costs of raw materials, there is a measurement uncertainty regarding of certain operating units because it is reasonably possible that variations of future conditions could require a change in the stated amount of the long-lived assets when new impairment tests will be prepared.

4    Assets held for sale

        During the fourth quarter of 2004, the Company decided to initiate a divestiture plan for its distribution activities in the Fine papers and Tissue papers segments. Consequently, the assets, liabilities, earnings and cash flows from these activities for the current period and for all comparative periods, are classified as assets held for sale. The comparative financial information of 2003 and 2002 has been restated to reflect this change. Financial information relating to these assets held for sale is as follows:

		2004		2003		2002
Condensed balance sheet
	Current assets	126		126
	Long-term assets	9		12
	Current liabilities	29		31
Condensed statement of earnings
	Sales	438		454		473
	Depreciation and amortization	2		2		2
	Operating income	7		11		7
	Interest expenses	3		3		3
	Income taxes	1		4		1
	Net earnings from assets held for sale	3		4		3
	Net earnings per share from assets held for sale	0.03		0.05		0.03
Condensed statement of cash flows
	Cash flows from operating activities	1		14		(5	)
	Cash flows from investing activities	(1	)	(1	)	(5	)
	Cash flows from financing activities	—		(13	)	10

F-23

5    Business acquisitions and disposal

        a)    2004 acquisitions    On February 18, 2004 and June 3, 2004, the Company acquired the 50% interest held by its partners in Cascades Sonoco S.A. for a nil amount and in Greenfield SAS for a cash consideration of $2 million (€1.5 million). On March 11, 2004, the Company acquired the assets of a tissue mill located in Memphis, Tennessee, from American Tissue or affiliates thereof, for a cash consideration of $15 million (US$11.4 million). On April 2, 2004, a joint venture of the Company acquired the shares of Johnson Corrugated Products Corp., a corrugated products plant in Thompson, Connecticut, for an approximate cash consideration of $15 million (US$11.7 million). The Company's 50% share of the purchase price amounted to $8 million (US$5.9 million). On June 11, 2004, a joint venture of the Company acquired the non-controlling interest of its subsidiary for a cash consideration of $14 million. The Company's 50% share of the purchase price amounted to $7 million.

        On August 24, 2004, the Company acquired the remaining outstanding shares (50%) of Dopaco Inc., a U.S. producer of packaging products for the quick service restaurant industry, for an approximate consideration of $139 million (US$106.5 million), of which $82 million (US$63 million) has been paid in cash at the closing date and a balance estimated at $57 million (US$43.5 million) will be payable in May 2005 based on a financial formula. The balance sheet and results of Dopaco, Inc. are fully consolidated since that date. On August 27, 2004, a joint venture of the Company acquired the assets of AIM Corrugated Container Corp., a corrugated products plant in Lancaster, New York, for an approximate cash consideration of $21 million (US$16 million). The Company's 50% share of the purchase price amounted to $10 million (US$8 million).

        2003 acquisitions    On March 6, 2003, the Company acquired 50% of the assets of La Compagnie Greenfield S.A. as part of its packaging products group for $0.6 million (€0.3 million). On April 14, 2003, a joint venture of the Company acquired a corrugated products converting plant as part of its packaging products group, located in Schenectady, New York. The aggregate purchase price, subject to certain adjustments, was $32 million (US$22 million) and comprised $20 million (US$14 million) in cash and all the operating assets of its Dallas-Fort Worth, Texas plant valued at $12 million (US$8 million). The Company's 50% share in the cash portion of the purchase price amounted to $10 million (US$7 million).

        On October 1, 2003, the Company increased its investment in Dopaco, Inc. from 40% to 50%, for a consideration of $17 million (US$12.4 million). The balance sheet and results of Dopaco, Inc. have been proportionally consolidated since October 1, 2003.

        On December 22, 2003, the Company completed the acquisition of all shares in Scierie P. H. Lemay Itée, a Canadian company operating a sawing and a planing plant, for a consideration of $3 million. Prior to this transaction, the Company had a 50% holding in that company.

        2002 acquisitions    On January 2, 2002, one of the Company's joint ventures increased its investment in Metro Waste Paper Recovery Inc. ("Metro Waste"), another joint venture, in exchange for assets having a net value of $6 million. On January 21, 2002, one of the Company's joint ventures acquired Star Leominster as part of the packaging products segment for $50 million (US$31 million), the Company's share amounting to $25 million (US$15.5 million). On March 27, 2002, the Company acquired converting operations from American Tissue as part of the tissue papers segment for an amount of $30 million (US$19 million). On June 14, 2002, the Company completed the acquisition of

F-24

two manufacturing units of American Tissue for a consideration of $66 million (US$43 million). Other acquisitions and price adjustments on prior transactions amounted to $10 million including an acquisition realized by the distribution division of Fine Paper group for an amount of $4 million, which is classified as an asset held for sale.

        These acquisitions have been accounted for using the purchase method and the accounts and results of operations of these entities have been included in the consolidated financial statements since their respective dates of acquisition. The following allocations of the purchase prices to the identifiable assets acquired and liabilities assumed resulted in goodwill of $33 million as at December 31, 2004 (2003—$7 million; 2002—$17 million) of which $10 million was already recorded in Dopaco's books at the date of transaction. None of the above-mentioned goodwill is expected to be deductible for tax purposes with the exception of an amount of $5 million as at December 31, 2004 (2003—$4 million). The purchase price allocations presented in the table below for the acquisitions of Dopaco and AIM have not been completed yet mainly with respect to the identification and valuation of other potential intangible assets.

	Dopaco		AIM & Johnson		American Tissue	Others
2004	Packaging products		Packaging products		Tissue papers	Packaging products		Total
Cash and cash equivalents	2		1		—	1		4
Accounts receivable	26		3		—	4		33
Inventories	38		—		—	6		44
Property, plant and equipment	123		8		15	3		149
Customer relationship and client lists	26		—		—	4		30
Goodwill	24		9		—	—		33
	239		21		15	18		293
Accounts payable and accrued liabilities	(27	)	(2	)	—	(8	)	(37	)
Long-term debt	(17	)	—		—	(3	)	(20	)
Other liabilities	(46	)	(1	)	—	2		(45	)
	149		18		15	9		191
Less: Investments realized in prior years	(10	)	—		—	—		(10	)
Less: Balance of purchase price	(57	)	—		—	—		(57	)
Total consideration	82		18		15	9		124

F-25

	Greenfield		Schenectady		Dopaco		Scierie Lemay
2003	Packaging products		Packaging products		Packaging products		Packaging products		Total
Accounts receivable	—		2		19		4		25
Inventories	2		2		27		9		40
Property, plant and equipment	—		11		107		16		134
Other assets	—		—		10		4		14
Goodwill	—		2		4		1		7
	2		17		167		34		220
Bank loans and advances	—		—		—		(5	)	(5	)
Accounts payable and accrued liabilities	(1	)	(1	)	(22	)	(6	)	(30	)
Long-term debt	—		—		(14	)	(10	)	(24	)
Other liabilities	—		—		(32	)	(3	)	(35	)
	1		16		99		10		126
Less: Fair market value of assets exchanged	—		(6	)	—		—		(6	)
Less: Investments realized in prior years	—		—		(82	)	(7	)	(89	)
Total consideration	1		10		17		3		31

2002	American Tissue Tissue papers	Star Leominster Packaging products		Metro Waste Packaging products		Others		Total
Accounts receivable	—	3		2		6		11
Inventories	—	2		—		3		5
Property, plant and equipment	92	9		4		13		118
Other assets	4	—		—		—		4
Goodwill	—	15		2		—		17
	96	29		8		22		155
Accounts payable and accrued liabilities	—	(2	)	(2	)	(3	)	(7	)
Other liabilities	—	(2	)	—		—		(2	)
	96	25		6		19		146
Less: Fair market value of assets exchanged	—	—		(6	)	—		(6	)
Total compensation paid by assets held for sale	—	—		—		(4	)	(4	)
Less: Investments realized in prior years	—	—		—		(9	)	(9	)
Total consideration	96	25		—		6		127

F-26

        b)Disposals    On May 10, 2004, the Company sold the assets of two of its fiberboard panel businesses (packaging products segment) located in Canada for a total consideration of $16 million. Of this transaction price, $14 million was received at closing and $2 million will be received at the latest in 2011. The Company realized a gain of $4 million before related income taxes of $1 million.

        In 2002, the Company sold its retail egg carton operation (packaging products segment) located in Canada for a cash consideration of $4 million, and realized a $5 million losses.

6    Inventories

	2004	2003
Finished goods	284	260
Raw materials	130	104
Supplies	145	137
	559	501

7    Property, plant and equipment

2004	Cost	Accumulated depreciation and amortization	Net
Lands	52	—	52
Buildings	436	140	296
Machinery and equipment	2,491	1,207	1,284
Automotive equipment	52	41	11
Others	72	15	57
	3,103	1,403	1,700

2003	Cost	Accumulated depreciation and amortization	Net
Lands	53	—	53
Buildings	431	129	302
Machinery and equipment	2,271	1,047	1,224
Automotive equipment	53	40	13
Others	51	7	44
	2,859	1,223	1,636

        Property, plant and equipment include assets under capital leases with a cost of $9 million and accumulated amortization of $3 million as at December 31, 2004 (2003—$13 million and $4 million respectively). Other property, plant and equipment include items that are not amortized, such as machinery and equipment in the process of installation with a book value of $28 million

F-27

(2003—$23 million), deposits on purchases of property, plant and equipment amounting to $12 million (2003—$2 million) and unused properties, machinery and equipment with a net book value of $10 million (2003—$15 million) which do not exceed their estimated net realizable value.

        Depreciation and amortization of property, plant and equipment amounted to $157 million for the year ended December 31, 2004 (2003—$141 million; 2002—$131 million).

8    Other assets and goodwill

        a)    Other assets are detailed as follows:

	Note	2004	2003
Investments in significantly influenced companies		74	85
Other investments		9	9
Deferred charges	8 c)	38	36
Employee future benefits	18 b)	52	50
Fair value of derivative financial instruments		8	—
Other definite-life intangible assets	8 c)	34	6
		215	186

        b)    Goodwill fluctuated as follows:

	Packaging products
2004	Boxboard		Container- board		Specialty products	Sub-total		Tissue papers	Total
Carrying value of goodwill—Beginning of year	5		66		2	73		10	83
Goodwill resulting from business acquisitions	24		9		—	33		—	33
Amortization of a deferred gain(1)	—		1		—	1		—	1
Foreign currency translation	(2	)	(2	)	—	(4	)	—	(4	)
Carrying value of goodwill—End of year	27		74		2	103		10	113

	Packaging products
2003	Boxboard	Container- board		Specialty products	Sub-total		Tissue papers	Total
Carrying value of goodwill—Beginning of year	—	67		2	69		10	79
Goodwill resulting from acquisitions	5	2		—	7		—	7
Amortization of a deferred gain(1)	—	1		—	1		—	1
Foreign currency translation	—	(4	)	—	(4	)	—	(4	)
Carrying value of goodwill—End of year	5	66		2	73		10	83

(1)

On December 30, 1997, the Company and Domtar Inc. merged their respective containerboard and corrugated packaging operations to form Norampac, a 50-50 joint venture. A portion of the gain realized on the transaction was recorded against property, plant and equipment and goodwill.

F-28

Under current accounting standards, the portion of the deferred gain allocated to goodwill is amortized on a straight-line basis over a period of 25 years.

        c)     Deferred charges and other definite-life intangible assets are detailed as follows:

		2004			2003
		Cost	Accumulated depreciation and amortization	Net	Cost	Accumulated depreciation and amortization	Net
Deferred charges
	Start-up cost	34	24	10	31	26	5
	Financing costs	33	9	24	36	10	26
	Other	10	6	4	9	4	5
		77	39	38	76	40	36
Other definite-life intangible assets
	Customer relationship and client lists	32	2	30	3	1	2
	Others	7	3	4	8	4	4
		39	5	34	11	5	6

        Depreciation and amortization of deferred charges and other definite-life intangible assets, calculated on a straight-line basis, amounted to $8 million for the year ended December 31, 2004 (2003—$5 million; 2002—$9 million).

        The weighted average amortization period is as follows (in number of years):

Start-up cost	4
Financing costs	9
Other	4
Deferred charges	7
Customer relationship and client list	26
Others	24
Other definite-life intangible assets	26

        The estimated aggregate amount of depreciation and amortization expense in each of the next five years is as follows:

Years ending December 31,
2005	8
2006	7
2007	5
2008	4
2009	3

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9    Long-term debt

Cascades Inc. and its subsidiaries	Note	2004	2003
Revolving credit facility, weighted average rate of 3.90% as at December 31, 2004, maturing in February 2007	9 a)	159	168
7.25% Unsecured senior notes of US$675 million (2003—US$550 million), maturing in 2013	9 a) c)	813	711
Balance on purchase price	5 a)	52	—
Capital lease obligations	9 c) g)	5	13
Other debts		19	23
		1,048	915
Less: Current portion		56	10
		992	905

        The Company's proportionate share of the following debts of joint ventures do not give to their holders any recourse against the assets or general credit of Cascades Inc. and its subsidiaries.

Joint ventures	Note	2004	2003
Revolving credit facility, weighted average rate of 3.63% as at December 31, 2004, maturing in May 2008	9 b)	10	11
6.75% Unsecured senior notes of US$250 million (Cascades portion US$125 million), maturing in 2013	9 b) c)	151	161
Other debts		17	23
		178	195
Less: Current portion		2	8
		176	187

Total	2004	2003
Long-term debt	1,226	1,110
Less: Current portion	58	18
	1,168	1,092

a)

On February 5, 2003, the Company completed a series of transactions to refinance substantially all of its existing credit facilities, except those of its joint ventures. It secured a new four-year revolving credit facility of CA$500 million. Its obligations under this new revolving credit facility are secured by all inventory and receivables of Cascades and its North American subsidiaries and by the property, plant and equipment of three of its mills. In addition, it issued new unsecured senior notes for an aggregate amount of US$450 million which were subsequently registered with the Securities and Exchange Commission of the United States. These notes, bearing a 7.25% coupon, will mature in 2013 and are redeemable all or in part at the option of the Company under certain conditions and subject to payment of a redemption premium. The aggregate proceeds of these two transactions, combined with its available cash on hand, were used by the Company to repay substantially all of the existing credit facilities. On March 12, 2003, the Company also redeemed the US$125 million 8.375% senior notes originally due in 2007 issued by its subsidiary, Cascades Boxboard Group Inc.

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        On July 8, 2003, the Company completed a private placement of US$100 million of 7.25% senior notes due in 2013, which are treated as part of the same series of 7.25% senior notes due in 2013 issued in February, as described above. These senior notes were subsequently registered with the Securities and Exchange Commission of the United States. The issuance of these senior notes was completed at a price of 104.50% or an effective interest rate of 6.61%. The proceeds of this financing were used to reduce indebtedness under the revolving credit facility of the Company.

        On December 2, 2004, the Company completed a private placement of US$125 million of 7.25% senior notes due in 2013, which are treated as part of the same series of 7.25% senior notes due in 2013 issued in February 2003. The issuance of these senior notes was completed at a price of 105.50% or an effective interest rate of 6.376%. The proceeds of this financing were used to reduce indebtedness under the revolving credit facility of the Company.

        b)    On May 28, 2003, a joint venture of the Company, Norampac Inc., completed a series of transactions to substantially refinance all of its existing credit facilities. Norampac secured a new five-year revolving credit facility of CA$350 million. Its obligations under this new revolving credit facility are secured by all inventory and receivables of Norampac and its North American subsidiaries, and by the property, plant and equipment of two of its mills and three of its converting facilities. In addition, Norampac issued new unsecured senior notes for an aggregate amount of US$250 million which were subsequently registered with the Securities and Exchange Commission of the United States. These notes, bearing a 6.75% coupon, will mature in 2013 and are redeemable in all or in part at the option of the Company under certain conditions and subject to payment of a redemption premium. The aggregate proceeds of these two transactions were used by the joint venture to repay substantially all of the existing credit facilities and to redeem both its US$150 million 9.50% and CA$100 million 9.375% senior notes originally due in 2008.

        c)     As at December 31, 2004, the fair value of the senior notes and the capital lease obligations of Cascades Inc. and its subsidiaries and joint ventures was estimated at $865 million and $158 million respectively (December 31, 2003—$759 million and $167 million respectively) based on the market value of the senior notes and on discounted future cash flows using interest rates available for issues with similar terms and average maturities.

        d)    As at December 31, 2004, the long-term debt included amounts denominated in foreign currencies of US$933 million and €31 million (December 31, 2003—US$691 million and €22 million).

        e)    As at December 31, 2004, accounts receivable and inventories totalling approximately $589 million (2003—$512 million) as well as property, plant and equipment totalling approximately $156 million (2003—$160 million) were pledged as collateral for the long-term debt of Cascades Inc. and its subsidiaries.

        Accounts receivable and inventory totalling approximately $149 million (2003—$136 million) as well as property, plant and equipment totalling approximately $75 million (2003—$74 million) were pledged as collateral for the long-term debt of a joint venture.

F-31

        f)     The estimated aggregate amount of repayments on long-term debt, excluding capital lease obligations, in each of the next five years is as follows:

Years ending December 31,	Cascades Inc. and its subsidiaries	Joint ventures
2005	54	2
2006	1	3
2007	160	2
2008	—	12
2009	—	5
Thereafter	828	154

        g)     As at December 31, 2004, future minimum payments under capital lease obligations are as follows:

Years ending December 31,	Cascades Inc. and its subsidiaries
2005	2
2006	2
2007	1
2008	1
	6
Less: Interest (weighted average rate of 6.22%)	1
	5
Less: Current portion	2
	3

        h)    As at December 31, 2004, the Company and joint ventures had unused credit facilities of $334 million and $168 million respectively (December 31, 2003—$330 million and $181 million respectively).

10    Other liabilities

	Note	2004	2003
Employee future benefits	18 b)	84	80
Future income taxes	16 c)	214	182
Unrealized gain on derivative financial instruments		5	—
Non-controlling interests		—	3
		303	265

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11    Capital stock

	Note	2004	2003
Common shares	11 a)	261	262
Adjustment relating to stock options and others	11 c)	4	2
		265	264

        a)    The authorized capital stock of the Company consists of an unlimited number of common shares, without nominal value, and an unlimited number of Class A and B shares issuable in series without nominal value. Over the past two years, the common shares have fluctuated as follows:

		2004				2003
	Note	Number of shares		$		Number of shares		$
Balance—Beginning of year		81,731,387		262		81,826,272		261
Shares issued on exercise of stock options	11 c)	133,893		1		180,115		2
Redemption of common shares	11 d)	(503,700	)	(2	)	(275,000	)	(1	)
Balance—End of year		81,361,580		261		81,731,387		262

        b)    In 2003, the Company purchased the totality of 4,300,000 Class B preferred shares of a subsidiary for a consideration of $16 million. The excess of the redemption price of $10 million over the recorded capital is included in retained earnings.

        c)     Under the terms of a share option plan adopted on December 15, 1998 for officers and key employees of the Company and its joint ventures, 6,547,261 common shares have been specifically reserved for issuance. Each option will expire at a date not to exceed ten years following the date the option was granted. The exercise price of an option shall not be lower than the market value of the share at the date of grant, determined as the average of the closing price of the share on the Toronto Stock Exchange on the five trading days preceding the date of grant. The terms for exercising the options granted before December 31, 2003 are 25% of the number of shares under option within twelve months after the date of grant, and up to an additional 25% each twelve months after the first, second and third anniversary dates of grant. The terms for exercising the option granted in 2004 and thereafter are 25% of the number of shares within the first anniversary date of grant, and up to an additional 25% each twelve months after the second, third and fourth anniversary date of grant. The options cannot be exercised if the market value of the share is lower than its book value at the date of grant.

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        Changes in the number of options outstanding as at December 31 are as follows:

	2004			2003			2002
	Number of options		Weighted average exercise price ($)	Number of options		Weighted average exercise price ($)	Number of options		Weighted average exercise price ($)
Beginning of year	1,494,942		9.83	1,378,610		8.82	1,492,652		7.44
Granted	407,723		13.02	321,596		13.04	324,113		13.24
Exercised	(133,893	)	8.27	(180,115	)	7.92	(407,062	)	7.13
Forfeited	(11,786	)	13.10	(25,149	)	8.99	(31,093	)	10.79
End of year	1,756,986		10.67	1,494,942		9.83	1,378,610		8.82
Options exercisable—End of year	1,131,655		9.35	935,011		8.55	886,413		8.19

        The following options were outstanding as at December 31, 2004:

	Options outstanding		Options exercisable
Year granted	Number of options	Weighted average exercise price ($)	Number of options	Weighted average exercise price ($)	Expiration
1996	39,320	6.68	39,320	6.68	2006
1999	327,369	8.54	327,369	8.54	2009
2000	73,976	7.78	73,976	7.78	2010
2001	337,896	6.82	337,896	6.82	2011
2002	270,810	13.24	203,108	13.24	2012
2003	299,972	13.04	149,986	13.04	2013
2004	407,643	13.02	—	—	2014
	1,756,986		1,131,655

        The following assumptions were used to estimate the fair value, at the date of grant, of each option issued to employees:

	2004			2003
Risk-free interest rate		4.3	%		4.8	%
Expected dividend yield		1.24	%		1.21	%
Expected life of the options		6 years			6 years
Expected volatility		29	%		28	%
Weighted average fair value of issued option	$	4.07		$	4.36

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        d)    In 2004, in the normal course of business, the Company renewed its redemption program of a maximum of 4,086,964 common shares with the Toronto Stock Exchange which represent approximately 5% of issued and outstanding common shares. The redemption authorization is valid from March 11, 2004 to March 10, 2005. In 2004, the Company redeemed 503,700 common shares under this program for a consideration of approximately $7 million.

        e)    The basic and diluted net earnings per common share for the years ended December 31, 2004, 2003 and 2002 are calculated as follows:

	2004	2003		2002
Net earnings	22.6	54.7		169.5
Dividends—Preferred shares	—	(0.5	)	(1.1	)
Net earnings available to common shareholders	22.6	54.2		168.4
Weighted average common shares	81.7	81.7		81.5
Dilution effect of stock options	0.3	0.4		0.8
Adjusted weighted average common shares	82.0	82.1		82.3
Basic net earnings per common share	0.28	0.66		2.07
Diluted net earnings per common share	0.28	0.66		2.05

        f)     The Company offered to its Canadian employees a share purchase plan of its common stock. Employees can contribute, on a voluntary basis, up to a maximum of 5% of their salary and, if certain conditions are met, the Company will contribute to the plan 25% of the employee's contribution.

        The shares are purchased on the market on a predetermined date each month. For the years ended December 31, 2004, 2003 and 2002, the Company's contribution to the plan amounted to $0.6 million annually.

12    Share of earnings of significantly influenced companies

        On February 20, 2002, a significantly influenced company, Boralex Inc., sold seven power stations to an income fund. The Company thus realized a gain of $18 million net of related future income taxes of $5 million, representing its share of the net gain realized by this significantly influenced company.

        In 2003, this gain was subsequently adjusted by Boralex Inc. The Company thus recorded its share of that adjustment representing a loss of $3 million net of related future income taxes.

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13    Unusual losses (gains)

	Note	2004		2003	2002
Loss (gain) on business disposal	5 b)	(4	)	—	5
Gain on dilution and disposal of an investment	13 a)	—		—	(1	)
Expenses related to business closures	13 b)	—		—	6
Other income	13 c)	—		—	(6	)
		(4	)	—	4

a)

In 2002, the Company realized a gain of $1 million resulting from the dilution of its investments in a significantly influenced company.

b)

In 2002, the Company closed one of its converting folding boxboard units located in Ontario, incurring closing costs of $6 million.

c)

In 2002, the Court of First Instance of the European Community reduced the amount of the fine imposed in 1994. The reduction in the fine and the related interest thereon have been recorded as a gain amounting to $6 million.

14    Impairment of property, plant and equipment

        In 2004, the Company recorded an impairment loss of $18 million ($12 million after-tax) related to the property, plant and equipment of its de-inked pulp mill located in Cap-de-la-Madeleine, Quebec, which was temporarily closed in March 2003. The Company decided to permanently shutdown this facility. The book value of those assets has been written down to its fair value representing the present value of the estimated net proceeds from dismantling, redeployment or disposal. Those assets are part of the Specialty products group in the Packaging products segment.

15    Loss (gain) on derivative financial instruments

	2004		2003	2002
Realized loss on derivative financial instruments	—		1	—
Amortization of transitional deferred unrealized gain under AcG-13	(2	)	—	—
	(2	)	1	—

16    Income taxes

        a)    The provision for income taxes is as follows:

	2004		2003		2002
Current	22		11		47
Future	(20	)	(1	)	13
	2		10		60

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        b)    The provision for income taxes based on the effective income tax rate differs from the provision for income tax expense based on the combined basic rate for the following reasons:

	2004		2003		2002
Provision for income taxes based on the combined basic Canadian and provincial income tax rate	9		26		88
Provision for income taxes (recovery) arising from the following:
Adjustment related to deduction for manufacturing and processing and income from active businesses carried on in Quebec	2		(4	)	(18	)
Difference in foreign operations' statutory income tax rate	(5	)	—		(3	)
Unrecognized tax benefit arising from current losses of subsidiaries	1		2		2
Non-taxable portion of foreign exchange gain on long-term debt	(3	)	(18	)	—
Recognized tax benefit arising from previously incurred losses of subsidiaries	(5	)	(9	)	(10	)
Permanent differences	1		1		2
Large corporations tax	4		4		2
Increase (decrease) in future income taxes resulting from a substantively enacted change in tax rates	—		5		(1	)
Others	(2	)	3		(2	)
	(7	)	(16	)	(28	)
Provision for income taxes	2		10		60

        c)     Future income taxes include the following items:

	2004		2003
Future income tax assets
Tax benefit arising from income tax losses	113		108
Employee future benefits	21		19
Unused tax credits	6		9
Others	13		10
Valuation allowance	(25	)	(28	)
	128		118
Future income tax liabilities
Property, plant and equipment	262		247
Exchange gain on long-term debt	36		23
Employee future benefits	15		12
Other assets	26		14
Others	3		4
	342		300
Future income taxes	214		182

F-37

        d)    Certain subsidiaries have accumulated losses for income tax purposes amounting to approximately $319 million which may be carried forward to reduce taxable income in future years. The future tax benefit resulting from the deferral of $264 million of these losses has been recognized in the accounts as a future income tax asset. These unused losses for income tax purposes may be claimed in years ending no later than 2024 for an amount of $184 million and indefinitely for an amount of $135 million.

17    Additional information

        a)    Changes in non-cash working capital components are detailed as follows:

	2004		2003		2002
Accounts receivable	(16	)	6		36
Inventories	(24	)	5		(20	)
Accounts payable and accrued liabilities	38		(43	)	7
	(2	)	(32	)	23

        b)    Additional information

	2004	2003	2002
Amortization of deferred financing costs included in interest expense	4	4	1
Interest paid	76	73	78
Income taxes paid	9	37	62
Business acquisition in exchange for non-monetary consideration	—	6	6
Settlement with dissenting shareholders by issuance of common share	—	—	5

        c)     Cost of sales

	2004		2003		2002
Foreign exchange gain (loss)	(4	)	(9	)	3

F-38

18    Employee future benefits

a)

The expense for employee future benefits as at December 31 is as follows:

	2004				2003
	Pension plans		Other plans		Pension plans		Other plans
Current service cost	14		5		12		2
Interest cost	31		4		30		4
Past service costs	3		2		3		2
Actual return on plan assets	(48	)	—		(60	)	—
Actuarial losses on accrued benefit obligation	24		3		8		4
Others	4		(1	)	3		2
Benefits costs before adjustments to recognize the long-term nature of employee future benefit costs	28		13		(4	)	14
Difference between expected return and actual return on plan assets for the year	15		—		29		—
Difference between actuarial loss the year of and actuarial loss on accrued benefit obligation for the year	(22	)	(2	)	(6	)	(4	)
Difference between amortization of past service costs and actual plan amendments for the year	(2	)	(1	)	(2	)	(1	)
Others	(4	)	—		(3	)	—
Adjustments to recognize the long-term nature of employee future benefits costs	(13	)	(3	)	18		(5	)
Recognized costs for defined benefit pension plans	15		10		14		9
Recognized costs for defined contribution pension plans	2		—		2		—
Total expense for employee future benefits	17		10		16		9

        Total cash payments for employee future benefits for 2004, consisting of cash contributed by Cascades to its funded pension plans, including its define contribution plans and cash payments directly to beneficiaries for its unfunded other benefit plans, excepted collective RRSPs are $26 million (2003—$16 million and 2002—$14 million). Total estimated cash payments for employee future benefits are $24 million for 2005.

        Actuarial valuation for capitalization purpose is done at least every three years in order to determine the actuarial value of pension plan benefits and other benefit plan. More than half of the pension plan were evaluated as of December 31, 2003.

F-39

        b)    The funded status of the defined benefit plans and the other complementary retirement benefit plans and post-employment benefit plans as at December 31 are as follows:

	2004				2003
	Pension plans		Other plans		Pension plans		Other plans
Accrued benefit obligation
Beginning of year	480		78		440		66
Current service cost	14		5		12		2
Interest cost	31		4		30		4
Employees' contributions	6		—		6		—
Actuarial losses	24		3		8		4
Benefits paid	(29	)	(6	)	(24	)	(2	)
Business acquisitions and disposals	10		(1	)	7		—
Past service costs	3		2		3		2
Others	(3	)	—		(2	)	2
End of year	536		85		480		78
Plan assets
Beginning of year	468		—		411		—
Actual return on plan assets	48		—		60		—
Employer's contributions	18		6		11		2
Employees' contributions	6		—		6		—
Benefits paid	(29	)	(6	)	(24	)	(2	)
Business acquisitions and disposals	5		—		4
Others	(2	)	—		—		—
End of year	514		—		468		—
Reconciliation of funded status
Fair value of plan assets	514		—		468		—
Accrued benefit obligation	536		85		480		78
Funded status of plan — deficit	(22	)	(85	)	(12	)	(78	)
Unrecognized net actuarial loss	58		8		51		6
Unamortized transitional balance	(2	)	—		(2	)	—
Unamortized past service costs	9		4		3		2
Others	(1	)	(1	)	—		—
Accrued benefit asset (liability)—End of year	42		(74	)	40		(70	)

F-40

        The net amount recognized on the balance sheet as at December 31 is detailed as follows:

	2004
	Pension plans		Other plans		Total
Employee future benefit asset, included in Other assets	52		—		52
Employee future benefit liability, included in Other liabilities	(10	)	(74	)	(84	)
	42		(74	)	(32	)

	2003
	Pension plans		Other plans		Total
Employee future benefit asset, included in Other assets	50		—		50
Employee future benefit liability, included in Other liabilities	(10	)	(70	)	(80	)
	40		(70	)	(30	)

        c)     The following amounts relate to plans that are not fully funded as at December 31:

	2004				2003
	Pension plans		Other plans		Pension plans		Other plans
Fair value of plan asset	240		—		275		—
Accrued benefit obligation	(283	)	(85	)	(308	)	(78	)
Funded deficit	(43	)	(85	)	(33	)	(78	)

        d)    The main actuarial assumptions adopted in measuring the accrued benefit obligation and expenses as at December 31 are as follows:

	2004				2003
	Pension plans		Other plans		Pension plans		Other plans
Accrued benefit obligation as at December 31
Discount rate	6.00	%	6.00	%	6.25	%	6.25	%
Rate of compensation increase	2.50-4.25	%	2.50-4.25	%	2.50-4.25	%	2.50-4.25	%
Benefit costs for years ended December 31
Discount rate	6.25	%	6.25	%	6.75	%	6.75	%
Expected long-term return on assets	7.00	%	—		7.00	%	—
Rate of compensation increase	2.50-4.25	%	2.50-4.25	%	2.50-4.25	%	2.50-4.25	%
Assumed health care cost trend rates at December 31
Rate increase in health care costs			7.30-12.50	%			6.00-13.00	%
Cost trend rate decline to			4.70-8.00	%			4.30-8.00	%
Year the rate should stabilize			2012				2012

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        e)    Assumed rate increases in health care cost have a significant effect on the amounts reported for the health-care plans. A 1% change in assumed health-care cost trend rates would have the following effects for 2004:

	Increase of 1%	Decrease of 1%
Current service costs and interest costs	1	(1	)
Accrued benefit obligation, end of year	7	(5	)

        f)     The plan assets allocation and the investment target allocation as of December 31, is detailed as follows:

Plan assets allocation	2004		2003
Money market	2	%	2	%
Debt securities	38	%	37	%
Equity securities	60	%	61	%
Total	100	%	100	%

        The plan assets do not includes shares of the Company. Annual benefits annuity, of an approximative value of $6 million are pledged by insurance contract established by the Company.

Investment target allocation	2004		2003
Money market	3	%	3	%
Debt securities	40	%	40	%
Equity securities	57	%	57	%
Total	100	%	100	%

        Target allocation is established so as to maximize return while considering an acceptable level of risk in order to meet the plan obligations on a long-term basis.

        Investment objectives for the plan assets are the following: optimizing return while considering an acceptable level of risk, maintaining an adequate diversification, controlling the risk according to different asset categories, and maintaining a long-term objective of return on investments.

        Investment guidance is established for each investment manager. It includes parameters that must be followed by managers and presents criteria for diversification, non-eligible assets and minimum quality of investments as well as for return objectives. Unless indicated otherwise, the managers cannot use any derivative product or invest more than 10% of their assets in one particular security.

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        g)     Estimated future benefit payments Future benefit payments for defined benefit pension plans and other post-employment benefits, considering future participation, are estimated as follows:

	Pension Plan	Other Plan
2005	24	2
2006	25	2
2007	26	2
2008	27	2
2009	29	2
2010-2014	176	14

19    Commitments and contingencies

        a)    Future minimum payments under operating leases and other commercial commitments (mainly composed of raw materials, natural gas, steam and electricity) for the next years are as follows:

Years ending December 31	Operating leases	Other commercial commitments
2005	42	97
2006	36	51
2007	30	28
2008	23	24
2009	17	15
Thereafter	41	76

        b)    The Company has guaranteed the payment of approximately $4 million under operating leases held by third parties. The Company also guaranteed residual values at the expiration of lease contracts of certain equipment for an approximate amount of $3 million. Management of the Company does not believe that these guarantees are likely to be called and, as such, no liability has been recognized in the consolidated financial statements. In addition a subsidiary of the Company has guaranteed the debt of one of its joint venture. The maximum amount guaranteed is US$4.6 million. As at December 31, 2004, the debt of this joint venture, guaranteed by that subsidiary, amounts to US$3.5 million. Management of that subsidiary does not believe that this guarantee is likely to be called and, as a result, no liability has been recognized in the consolidated financial statements.

        c)     In 2003, the Company was informed that one of its divisions, Cascades Resources, is the subject of an inquiry by the Canadian Commissioner of Competition as to whether Cascades Resources and its competitors had colluded to unduly reduce market competition between paper merchants in Canada. In 2004, The Competition Bureau increased the scope of its investigation to a larger number of products and for a longer period of time. The Competition Bureau has not informed the Company regarding the status of the inquiry or whether charges will be brought against that division. As this inquiry is still in an early stage, the Company's management is unable to assess what further action, if any, the Competition Bureau may take or the possible impact of the outcome of the inquiry on the

F-43

Company. Based on the information currently available, the Company's is unable to determine the outcome of the investigation.

        d)    An action was filed against the Company on October 4, 2004, in the Supreme Court of the State of New York, Niagara County by ServiceCore, Inc., alleging that the Company breached a Finder's Agreement in respect of gypsum board dated April 1999. The Company has filed an answer denying the allegations of breach of the Finder's Agreement. The Company is unable to determine the outcome of this action at this time. If the Court were to find against the Corporation, management believes the amount of damages would be based on a percentage of sales of gypsum board by Norampac Inc., a joint venture, in the period from April 2, 2001 to the date of judgement. If the judgement had been rendered in respect of the period ended December 31, 2004, management believes the total amount of damages would not have exceeded $3 million.

20    Financial instruments

        The Company and some of its subsidiaries and some of its joint ventures utilize a variety of derivative financial instruments to limit their exposure to foreign currency and commodity fluctuations as well as changing interest rates but do not hold or issue such financial instruments for trading purposes with the exception of certain interest rate swap agreements as described below.

Currency risks

        The Company is exposed to currency risks as a result of its export of goods produced in Canada, the United States, France, Germany, Sweden and England. These risks are partially covered by purchases, debt service and forward exchange contracts.

        The Company and a joint venture entered into contracts to sell forward U.S. dollars and European currencies in exchange for Canadian dollars. As at December 31, 2004, the Company and a joint venture held foreign exchange forward contracts with a notional amount of US$72 million (2003—US$101 million) maturing in 2005 and 2006, at a weighted average exchange rate of 1.3479. As at December 31, 2004, the fair value of these instruments represented an unrealized gain of $10.4 million. As at December 31, 2003, these instruments represented an unrealized gain of $6.8 million. However, these instruments did not represent any unrealized loss or gain as at December 31, 2002. Also, the Company entered into contracts to sell forward European currencies with a notional amount of €29 million maturing in 2005, at a weighted average exchange rate of 1.6641. The fair value of these instruments represented an unrealized gain of $1.3 million. This gain has been recognized in earnings since these contracts were not designated as hedges.

        As at December 31, 2004, the Company held foreign exchange forward contracts with a notional amount of US$44 million maturing in 2005, at a weighted average exchange rate of 1.1796. As at December 31, 2004, the fair value of these instruments represented an unrealized gain of $0.9 million.

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        The European subsidiaries entered into foreign exchange forward contracts maturing in less than a year to hedge their currency risks resulting from sales and purchases in European currencies, U.S. dollars, British pounds and Swedish krona. As at December 31, 2004, the fair value of these instruments represented an unrealized loss of $0.2 million (2003—unrealized gain of $0.1 million; 2002—unrealized loss of $0.5 million) on a notional amount of $23 million (2003—$20 million and 2002—$25 million).

        Furthermore, one of the joint ventures entered into various currency options. These options entered into by the joint venture are contracts whereby the joint venture has the right, but not the obligation, to sell U.S. dollars at the strike rate if the U.S. dollars trade below that rate. In addition, in accordance with the contracts, the joint venture has the obligation to sell U.S. dollars at the strike rate if the U.S. dollars trade above a specific rate. As at December 31, 2004, the currency options entered into by the joint venture for a nominal amount of US$16.8 million (the share of the Company is US$8.4 million) had strike prices varying from 1.40 to 1.45 with maturities up to 12 months. These instruments did not represent any unrealized loss or gain as at December 31, 2004.

Interest rate risks

        As at December 31, 2004, approximately 17% (2003—18%) of the Company's long-term debt was at variable rates. In 2002, interest rate swaps had been contracted to fix interest at a weighted average rate of 6.94% on a notional amount of $50 million. These instruments which represented an unrealized loss of $1.5 million as at December 31, 2002 were terminated in 2003.

        In addition, a joint venture holds certain interest rate swap agreements not designated as hedges. These agreements, maturing from 2008 to 2012, have been contracted to fix interest at a weighted average rate of 8.18% on a notional amount of US$5.5 million (the share of the Company is US$2.8 million). As at December 31, 2004, these agreements are recorded as liabilities at their fair value of $0.6 million (2003—$0.6 million).

        In April 2004, a joint venture entered into interest rate swaps. These contracts are designated as hedges of the change in fair value of a portion of the joint venture's long-term debt. Accordingly, the interest rate went from a fixed rate of 6.75% to an average variable rate in 2004 of 3.96% for a notional amount of US$50 million (the share of the Company is US$25 million) and mature in 2013. As at December 31, 2004, the fair value of these instruments represented an unrealized gain of $0.8 million.

Credit risks

        The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce this risk, the Company's credit policies include the analysis of the financial position of its customers and the regular review of their credit limits. In addition, the Company believes there is no particular concentration of credit risks due to the geographic diversity of customers and the procedures for the management of commercial risks. Derivative financial instruments include an element of credit risk should the counterparty be unable to meet its obligations. The Company reduces this risk by dealing with creditworthy financial institutions.

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Commodity price risk

        The Company and a joint venture entered into various derivatives financial instruments whereby it sets the price for notional quantities of sorted office papers, old corrugated containers, bleached softwood kraft, electricity, natural gas, 42-lb. kraft linerboard and 26-lb. semichemical corrugating medium. In 2003, gains and losses resulting from these contracts were applied to earnings only when they were realized. In 2004, gains and losses arising from electricity contracts are applied to earnings only when they are realized whereas all other types of contracts are accounted for at fair value. As at December 2004, the fair value of these contracts represented an unrealized gain of $6.3 million, (2003—unrealized gain of $4.7 million, 2002—unrealized gain of $1.5 million). In 2004, an unrealized gain of $0.5 million was recorded in earnings for contracts not designated as hedges. In addition, an amount of $1.7 million was recorded in 2004 with respect to the amortization of the transitional deferred unrealized gain under AcG-13.

21    Cumulative translation adjustments

		2004		2003		2002
Balance—Beginning of the period		14		48		16
Effect of charges in exchange rates during the year:
	On net investment in self sustaining foreign subsidiaries	(36	)	(90	)	30
	On certain long-term debt denominated in foreign currency designated as a hedge of the net investments in self sustaining foreign subsidiaries	41		69		2
	Future income taxes on net investment hedge	(8	)	(13	)	—
Balance—End of the period		11		14		48

22    Related party transactions

        The Company entered into the following transactions with related parties:

		2004	2003	2002
Joint ventures(1)
	Sales	25	26	19
	Revenue from services	12	21	22
	Purchases	27	26	24
Significantly influenced companies
	Sales	11	48	58
	Purchases	15	15	13
Entity controlled by a related director of the Company
	Purchases	6	7	5

        These transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

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        The balance sheets as at December 31 included the following balances with related parties:

		2004	2003
Joint ventures(1)
	Accounts receivable	5	6
	Accounts payable	5	3
Significantly influenced companies
	Accounts receivable	1	—
Entity controlled by a related director of the Company
	Accounts payable	1	1

(1)

Represent the portion of transactions or balances not eliminated upon proportionate consolidation of the joint ventures.

23    Interests in joint ventures

        The major components of the interests in joint ventures in the consolidated financial statements are as follows:

		2004		2003		2002
Consolidated balance sheets
	Current assets	195		237		191
	Long-term assets	480		572		465
	Current liabilities	101		121		123
	Long-term debt, net	169		188		182
Consolidated statements of earnings
	Sales	847		756		712
	Depreciation and amortization	40		34		29
	Operating income	78		61		88
	Financial expenses	13		17		19
	Net earnings	50		25		46
Consolidated statements of cash flows
	Operating activities	56		42		63
	Investing activities	(65	)	(44	)	(58	)
	Financing activities	8		2		3
Additional information
	Cash and cash equivalents at end of year	7		12		13
	Total assets	675		809		656
	Total debt(1)	191		211		218
	Dividends received by the Company from joint ventures	19		16		17

(1)

Includes bank loans and advances, current portion of long-term debt, and long-term debt.

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24    Summary of differences between Canadian and United States generally accepted accounting principles

        The consolidated financial statements have been prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. Such differences, as they relate to the Company, are summarized below.

        New accounting policies under U.S. GAAP

        a)    Variable interest entities    Effective January 1, 2004, the Company adopted FIN 46, "Consolidation of Variable Interest Entities". The primary objective of this interpretation is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as variable interest entities (VIEs). The adoption of this standard did not have any material impact on the financial position or results of operations of the Company.

        b)    Financial instruments    On July 1, 2003, the Company applied SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity." SFAS 150 requires mandatorily redeemable instruments to be classified as liabilities if they embody an obligation outside the control of the issuer and the holder to redeem the instrument, and if the obligation is required to be redeemed at a specified or determinable date or upon an event certain to occur. The adoption of this standard resulted in the reclassification of mandatorily redeemable preferred shares amounting to $4.2 million from other liabilities (non-controlling interest) to long-term debt. The measurement of these instruments at fair value did not result in any significant adjustment.

        c)     Accounting for Asset Retirement Obligation    On January 1, 2003, the Company applied SFAS 143, "Accounting for Asset Retirement Obligation." This standard requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The application of this standard did not have any impact on the financial position or results of operations of the Company.

        d)    Costs Associated with Exit or Disposal Activities    On January 1, 2003, the Company applied SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." The statement changes the measurement and timing of recognition for exit costs, including restructuring charges. The application of this standard did not have any impact on the financial position or results of operations of the Company.

        e)    Guarantees    On January 1, 2003, the Company applied FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 elaborates on the disclosure requirements of a company with respect to its obligations under certain guarantees. It also clarifies that a company is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation then undertaken whether or not payment is probable. Similar accounting guidelines exist in Canada (refer to note 2(f)) but do not require liability recognition at the inception. For U.S. GAAP purposes, no liabilities were recognized as at January 1, 2003 and December 31, 2003 as a result of the application of FIN 45.

F-48

Reconciliation of net earnings, shareholders' equity and balance sheet

        f)     The following summary sets out the material adjustments to the Company's reported net earnings, shareholders' equity and balance sheet which would be made in order to reconcile to U.S. GAAP. It also sets out a reconciliation of shareholders' equity under U.S. GAAP:

Reconciliation of net earnings			Note	2004		2003		2002
Net earnings under Canadian GAAP				23		55		169
U.S. GAAP adjustments:
	Start-up costs		g)	(2	)	—		4
	Gain realized on formation of Norampac		h)	(5	)	(4	)	(5	)
	Unrealized exchange gains (losses) arising from foreign exchange forward contracts		i)	(2	)	7		3
	Unrealized gains (losses) arising from change in fair values of commodity derivative financial instruments		j)	(1	)	3		1
	Provision for derivative instruments currently in default			—		—		2
	Unrealized gains from interest rate swaps		k)	—		1		1
	Employee future benefits		l)	1		2		1
	Dividends on preferred shares of a subsidiary		n)	—		1		3
	Excess of redemption price of Class B preferred shares on their paid up capital		z)	(1	)	—		—
	Tax effect on above adjustments			3		(4	)	(3	)
	Non-controlling interests			—		(1	)	(3	)
Net earnings under U.S. GAAP				16		60		173
Net earnings under U.S. GAAP from continuing operations				13		56		170
Net earnings under U.S. GAAP from assets held for sales				3		4		3
				16		60		173
Basic net earnings under U.S. GAAP from continuing operations per common share				0.17		0.68		2.08
Net earnings under U.S. GAAP per common share
		Basic		0.20		0.73		2.11
		Diluted		0.20		0.73		2.09

F-49

			2004				2003				2002
Statement of changes in shareholders' equity under U.S. GAAP			Number of shares		$		Number of shares		$		Number of shares		$
Common stock
	Balance at beginning of year		81,731,387		262		81,826,272		261		80,987,466		254
	Shares issued on exercise of stock options		133,893		1		180,115		2		407,062		3
	Redemption of common shares		(503,700	)	(2	)	(275,000	)	(1	)	(238,400	)	(1	)
	Shares issued in connection with the 2000 privatization		—		—		—		—		670,144		5
	Balance at end of year		81,361,580		261		81,731,387		262		81,826,272		261
Adjustment relating to stock options
	Balance at beginning of year				4				3				2
	Adjustment of the year				3				1				1
	Balance at end of year				7				4				3
Retained earnings
	Balance at beginning of year				832				788				629
	Net earnings for the year				16				60				173
	Dividend on common shares				(13	)			(13	)			(10	)
	Dividend on preferred shares				—				(1	)			(1	)
	Excess of common share redemption price over their paid-up capital				(5	)			(2	)			(3	)
	Balance at end of vear				830				832				788
Cumulative other comprehensive earnings
	Balance at beginning of year				4				38				12
	Annual changes—net of tax
		Translation adjustments			(3	)			(34	)			32
		Minimum pension liability			(4	)			—				(6	)
	Unrealized exchange gains arising from foreign exchange forward contracts designated as hedges				5				—				—
		Reclass to earnings of cumulative net loss on adoption of SFAS 133 and 138			—				—				(1	)
		Rounding			—				—				1
	Balance at end of year				2				4				38
Rounding					1				1				—
Shareholders' equity—End of year					1,101				1,103				1,090

F-50

Reconciliation of shareholders' equity		Note	2004		2003		2002
Shareholders' equity under Canadian GAAP			1,059		1,056		1,065
U.S. GAAP adjustments:
	Start-up costs	g)	(7	)	(5	)	(5	)
	Gain realized on formation of Norampac	h)	57		62		66
	Unrealized exchange gains arising from foreign exchange forward contracts	i)	12		7		—
	Unrealized gains arising from change in fair values of commodity derivative financial instruments net of provision for instruments currently in default	j)	3		4		1
	Unrealized losses from interest rate swaps	k)	—		—		(2	)
	Employee future benefits	l)	(9	)	(10	)	(12	)
	Minimum pension liability	m)	(21	)	(16	)	(15	)
	Privatization	p)	—		—		(1	)
	Tax effect on above adjustments		(2	)	(5	)	(1	)
	Class B preferred shares	z)	—		—		(6	)
	Excess of redemption price of Class B preferred shares on their paid-up capital	z)	9		10		—
Shareholders' equity under U.S. GAAP			1,101		1,103		1,090

		2004		2003
Reconciliation of balance sheet	Note	Canadian GAAP	U.S. GAAP	Canadian GAAP	U.S. GAAP
Property, plant and equipment	h) p) and z)	1,700	1,742	1,636	1,684
Other assets and goodwill (long-term)	g) to l) and w)	328	354	269	297
Accounts payable and accrued liabilities	i) j) and k)	509	507	453	452
Other liabilities (long-term)	g) h) i) j) m) n) p) q) and z)	303	331	265	293
Shareholders' equity	g) to p) and z)	1,059	1,101	1,056	1,103

        The amounts shown in the above table include joint ventures accounted for by the proportionate consolidation method, as indicated in note 24 (v), in accordance with both Canadian and U.S. GAAP.

        g)     Under Canadian GAAP, start-up costs are deferred and amortized over a period not exceeding five years. Under U.S. GAAP, start-up costs are accounted for under Statement of Position ("SOP") No. 98-5, "Reporting on the Costs of Start-up Activities," and are included in the statement of earnings in the period they are incurred.

F-51

        h)    On December 30, 1997, the Company and Domtar Inc. merged their respective containerboard and corrugated packaging operations to form Norampac Inc., a 50-50 joint venture. Under Canadian GAAP, a portion of the gain realized on the transaction of an original amount of approximately $58 million, net of tax, was recorded against property, plant and equipment and goodwill. Under U.S. GAAP, this gain would have been recognized in earnings on December 30, 1997.

        In addition, under U.S. GAAP, additional liabilities would have been included in the allocation of the purchase price at the date of the transaction with respect to employee future benefits with a corresponding adjustment to goodwill.

        i)     Under Canadian GAAP, gains and losses arising from foreign exchange forward contracts used to hedge anticipated sales, purchases or interests are charged to earnings as an adjustment of sales, cost of sales or financial expenses when the underlying sale, purchase or interest is recorded. Under U.S. GAAP, the foreign exchange forward contracts concluded before January 1, 2004 are not designated as hedges as defined in SFAS 133, "Accounting for Derivative Instruments and Hedging Activities;" therefore the unrealized gains and losses from these contracts are charged to earnings as they arise. Under U.S. GAAP, foreign exchange forward contracts entered into after January 1, 2004 are designated as hedges, as defined by SFAS 133.

        j)     Under Canadian GAAP, gains and losses arising from swap commodity contracts designated as hedging instrument are charged to earnings only when realized. Under U.S. GAAP, the unrealized gains and losses arising from these contracts, which do not meet requirements of hedging as defined in SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," are charged to earnings.

        k)    Under Canadian GAAP, unrealized gains and losses on interest rate swaps contracted before January 1, 2004 and designated as hedges are not recognized in the financial statements. Under U.S. GAAP, these contracts are not designated as hedges and therefore, the unrealized gains and losses are charged to earnings.

        l)     Before the adoption of CICA 3461, "Employee Future Benefits," on January 1, 2000, the discount rate used in the measurement of pension costs and obligations under U.S. GAAP differed from the one used under Canadian GAAP. In addition, as allowed by Canadian GAAP before January 1, 2000, the Company recognized post-employment costs and obligations using the cash basis of accounting. Under CICA 3461, the treatment of pension costs is not materially different from U.S. GAAP. The remaining adjustments result from the amortization of actuarial losses and gains which arose prior to January 1, 2000.

        m)   Under U.S. GAAP, a minimum pension liability adjustment must be recorded when the accumulated benefit obligation of a plan is greater than the fair value of its assets. The excess of its liability over the intangible asset, which can also be recorded for the plan, is recorded in comprehensive earnings in shareholders' equity.

        n)    Under Canadian GAAP, dividends on mandatorily redeemable preferred shares of a subsidiary are charged to earnings as interest expense. Under U.S. GAAP, declared dividends prior to July 1, 2003 are charged to earnings but as non-controlling interests. Since July 1, 2003, in accordance with

F-52

SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity," dividends are charged to earnings as interest expense.

        In addition, under U.S. GAAP, declared dividends prior to July 1, 2003 would have been shown as a financing activity in the cash flows statement. Since July 1, 2003, these dividends are shown as an operating activity, as they are under Canadian GAAP.

        o)    Under Canadian GAAP, income tax rates of substantively enacted tax laws can be used to calculate future income tax assets and liabilities while under U.S. GAAP, only income tax rates of enacted laws can be used.

        p)    On December 31, 2000, the Company acquired shares held by non-controlling shareholders in three of its subsidiaries (the "privatized subsidiaries") in exchange for common shares of the Company. Under Canadian GAAP, the fair value of $6.85 attributed to the shares issued represents the quoted market value of the Company's shares at the date of privatization. Under U.S. GAAP, the fair value attributed to the shares issued would have been $6.67 which represents the quoted market value of the Company's shares during a reasonable period before and after the date the transaction was agreed upon and announced. Since the excess of the net book value of the non-controlling interests over their purchase price has been recorded under Canadian GAAP as a decrease of property, plant and equipment and future income tax liabilities, the adjustment resulting from a different measurement date as stated above would affect these accounts accordingly.

        In addition, Canadian GAAP to U.S. GAAP reconciliation items described in note 24(g) to (o) and affecting the privatized subsidiaries prior to December 31, 2000 would affect the computation of the net book value of the non-controlling interests and therefore the adjustment to property, plant and equipment and future income tax liabilities at the date of the privatization.

        q)    Comprehensive earnings

		2004		2003		2002
Net earnings under U.S. GAAP		16		60		173
	Translation adjustments	(3	)	(34	)	32
	Minimum pension liability adjustment, net of related income taxes(1)	(4	)	—		(6	)
	Unrealized exchange gains arising from foreign exchange forward contracts designated as hedges, net of related income taxes(2)	5		—		—
Reclass to earnings of cumulative net loss on adoption of SFAS 133 and 138, net of related income taxes		—		—		(1	)
Comprehensive earnings under U.S. GAAP		14		26		198

(1)

The minimum pension liability adjustment represents $4.4 million, $0.3 million and $6.3 million for the years ended December 31, 2004, 2003 and 2002 respectively, net of related income taxes of $1.5 million, $0.1 million and $3.2 million for the years ended December 31, 2004, 2003 and 2002 respectively.

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(2)

The unrealized exchange gain of $5.1 million for the period ended December 31, 2004 is net of related income taxes of $2.7 million.

        r) Accumulated other comprehensive earnings

	2004		2003
Cumulative translation adjustments	11		14
Cumulative minimum pension liability adjustments, net of related income taxes	(14	)	(10	)
Cumulative unrealized exchange gains arising from foreign exchange forward contract designated as hedges, net of related income taxes	5		—
	2		4

        s) For pension plans where the accumulated benefit obligation ("ABO") exceeds the fair value of plan assets under U.S. GAAP, the projected benefit obligation ("PBO"), ABO and fair value of plan assets are as follows:

	2004	2003
PBO	166	126
ABO	154	120
Fair value of plan assets	122	102

        t)     The following disclosure is required by U.S. GAAP. However, the information presented is based on amounts published according to Canadian GAAP.

		2004
		Canada		Other countries		Total
Net earnings from continuing operations before provision for income taxes, share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		(24	)	44		20
Provision for income taxes
	Current	6		16		22
	Future	(14	)	(6	)	(20	)
		(8	)	10		2
Net earnings from continuing operations before share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		(16	)	34		18

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		2003
		Canada	Other countries		Total
Net earnings from continuing operations before provision for income taxes, share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		47	17		64
Provision for income taxes
	Current	7	4		11
	Future	—	(6	)	(6	)
	Future income taxes resulting from an increase in income taxes	5	—		5
		12	(2	)	10
Net earnings from continuing operations before share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		35	19		54

		2002
		Canada		Other countries	Total
Net earnings from continuing operations before provision for income taxes, share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		126		79	205
Provision for income taxes
	Current	37		10	47
	Future	—		14	14
	Future income tax benefits resulting from a reduction in income taxes	(1	)	—	(1	)
		36		24	60
Net earnings from continuing operations before share of results of significantly influenced companies and share of earnings attributed to non-controlling interests		90		55	145

F-55

        u)    The disclosure of the following amounts is required by U.S. GAAP:

	2004	2003	2002
Payment on operating lease, including rent of building	45	37	35
Payment on capital lease	2	7	10
Loss (gain) on foreign currency
Realized	1	7	(2	)
Unrealized	3	2	(1	)

	2004		2003
Accounts receivable	452		434
Provision for bad debt	(13	)	(13	)
Accounts receivable from related companies	7		8
Other accounts receivable	44		27
Income tax receivable	19		23
Prepaid expenses	18		15
	527		494
Accounts payable	351		300
Accounts payable to related companies	7		7
Marginal salaries and benefits payable	79		64
Interest payable	25		20
Income taxes payable on benefit	5		7
Capital expenses included in accounts payable	13		11
Others	29		44
	509		453

F-56

	2004
Valuation and qualifying accounts	Balance at the beginning of the period	Additions Charged to expenses	Deductions		Balance at the end of the period
Provision for doubtful accounts	13	6	(6	)	13
Provision for obsolete inventory	8	—	—		8
Valuation allowance for tax purposes(1)	28	—	(3	)	25

	2003
	Balance At the beginning of the period	Additions charged to expenses	Deductions		Balance at the end of the period
Provision for doubtful accounts	11	7	(5	)	13
Provision for obsolete inventory	11	—	(3	)	8
Valuation allowance for tax purposes(1)	33	—	(5	)	28

	2002
	Balance At the beginning of the period	Additions charged to expenses	Deductions		Balance at the end of the period
Provision for doubtful accounts	17	7	(13	)	11
Provision for obsolete inventory	9	2	—		11
Valuation allowance for tax purposes(1)	41	—	(8	)	33

1.

The deductions in the valuation allowance for tax purposes.

	2004		2003		2002
Foreign currency translation	1		2		—
Unrecognized tax benefit arising from current losses of subsidiaries	1		2		2
Recognized tax benefit arising from previously incurred losses of subsidiaries	(5	)	(9	)	(10	)
	(3	)	(5	)	(8	)

        v)     Under Canadian GAAP, investments in joint ventures are accounted for using the proportionate consolidation method. Under U.S. GAAP, investments in joint ventures are accounted for using the equity method. The different accounting treatment affects only the display and classification of financial statement items and not net earnings or shareholders' equity. Rules prescribed by the Securities and Exchange Commission of the United States ("SEC") permit the use of the proportionate consolidation method in the reconciliation to U.S. GAAP provided the joint venture is an operating entity and the significant financial operating policies are, by contractual arrangement, jointly controlled by all parties having an equity interest in the joint venture. In addition, the Company discloses in

F-57

note 23 the major components of its financial statements resulting from the use of the proportionate consolidation method to account for its interests in joint ventures.

        w)    Under Canadian GAAP, the Company's deferred financing costs are amortized on a straight-line basis over the anticipated period of repayment of the underlying debt. Under U.S. GAAP, such costs are amortized under the interest method. Amortization under both methods was not materially different for each of the periods presented.

        x)     Under U.S. GAAP, the dilution gains of 2002 amounting to $1 million as described in note 13(a) would have been disclosed separately on the statement of earnings.

        y)     Under U.S. GAAP, the premium paid on redemption of long-term debt would be classified as an operating activity and not as cash flow used in financing activities. In addition, under U.S. GAAP, financing charges incurred in 2004 and 2003 amounting to $2 million and $29 million respectively would be classified under operating activities rather than financing activities.

        z)     Under Canadian GAAP, the Class B preferred shares of a subsidiary are included under capital stock (note ll(b)). Under U.S. GAAP, these preferred shares would be shown on the balance sheet as a non-controlling interest. As described in note ll(b), in 2003, the Company redeemed all of the outstanding Class B preferred shares of a subsidiary for a consideration of $16 million. Under Canadian GAAP, the excess of the redemption price of $10 million over the recorded capital was included in retained earnings. Under U.S. GAAP, as these preferred shares represent a non-controlling interest, the excess of $10 million would have been recorded as an increase of $15 million in property, plant and equipment and an increase of $5 million in future income tax liabilities. The adjustment of $15 million in property, plant and equipment is amortized on a straight line basis over a period of 20 years. In addition, under U.S. GAAP, the premium paid on redemption would be classified under investing activities rather than financing activities.

Accounting pronouncement not yet implemented under U.S. GAAP

aa) Inventory In November 2004, the FASB published SFAS 151 "Inventory cost an amendments to ARB No. 43, Chapter 4." This standard imposes to inventory the allocation of fixed general manufacturing costs that exceed the costs related to a normal and stable production. It also imposes to inventory the allocation of abnormal costs related to assets not in service, freight costs, handling costs, and production of non-standard products. The SFAS 151 applies to open periods as of June 15, 2005 and its anticipated application is however permitted. The Company is presently evaluating the impact of this new standard.

F-58

25.    Supplemental condensed consolidating financial information

        The 7.25% unsecured senior notes ("senior notes") of the Company are fully and unconditionally guaranteed on a joint and several basis by the Company's subsidiaries located in Canada and the United States (the "Subsidiary Guarantors"). The composition of Subsidiary Guarantors may change from time to time due to acquisitions or disposals. When such a change occurs, comparative figures are restated to reflect the new composition of the Subsidiary Guarantors. The senior notes are not guaranteed by the Company's other subsidiaries or by any of its joint ventures (the "Non-guarantor Subsidiaries"). The following supplemental condensed consolidated financial information sets forth, on an unconsolidated basis, the balance sheets as at December 31, 2004 and 2003 and the statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended December 31, 2004 for Cascades Inc. (the "Parent Company"), and on a combined basis for the Subsidiary Guarantors and the Non-guarantor Subsidiaries. The supplemental condensed consolidated financial information, which has been prepared in accordance with Canadian GAAP, reflects the investments of the Parent Company in the Subsidiary Guarantors and the Non-guarantor Subsidiaries using the equity method.

F-59

a)

Condensed consolidating balance sheets under Canadian GAAP

	Balance sheet as at December 31, 2004
	Parent Company $	Subsidiary Guarantors $		Non-guarantor Subsidiaries $	Elimination adjustments $		Consolidated $
Assets
Current assets
Cash and cash equivalents	205	72		24	(271	)	30
Accounts receivable	4	422		247	(146	)	527
Inventories	—	374		186	(1	)	559
	209	868		457	(418	)	1,116
Property, plant and equipment	—	1,169		687	(156	)	1,700
Other assets	1,928	948		338	(2,999	)	215
Goodwill	—	31		121	(39	)	113
	2,137	3,016		1,603	(3,612	)	3,144
Liabilities and Shareholders' Equity
Current liabilities
Bank loans and advances	—	27		20	—		47
Accounts payable and accrued liabilities	139	298		225	(153	)	509
Current portion of long-term debt	—	72		4	(18	)	58
	139	397		249	(171	)	614
Long-term debt	909	1,621		326	(1,688	)	1,168
Other liabilities	30	205		137	(69	)	303
	1,078	2,223		712	(1928	)	2,085
Shareholders' equity
Capital stock	265	867		631	(1,498	)	265
Retained earnings	783	24		229	(253	)	783
Cumulative translation adjustments	11	(98	)	31	67		11
	1,059	793		891	(1,684	)	1,059
	2,137	3,016		1,603	(3,612	)	3,144

F-60

	Balance sheet as at December 31, 2003
	Parent Company $	Subsidiary Guarantors $		Non-guarantor Subsidiaries $	Elimination adjustments $		Consolidated $
Assets
Current assets
Cash and cash equivalents	17	18		19	(27	)	27
Accounts receivable	44	242		226	(18	)	494
Inventories	14	324		163	—		501
	75	584		408	(45	)	1,022
Property, plant and equipment	74	1,039		673	(150	)	1,636
Other assets	1,852	348		234	(2,248	)	186
Goodwill	—	24		102	(43	)	83
	2,001	1,995		1,417	(2,486	)	2,927
Liabilities and Shareholders' Equity
Current liabilities
Bank loans and advances	2	25		16	—		43
Accounts payable and accrued liabilities	39	240		192	(18	)	453
Current portion of long-term debt	—	18		11	(11	)	18
	41	283		219	(29	)	514
Long-term debt	855	952		309	(1,024	)	1,092
Other liabilities	49	172		130	(86	)	265
	945	1,407		658	(1,139	)	1,871
Shareholders' equity
Capital stock	264	527		525	(1,052	)	264
Retained earnings	778	125		198	(323	)	778
Cumulative translation adjustments	14	(64	)	36	28		14
	1,056	588		759	(1,347	)	1,056
	2,001	1,995		1,417	(2,486	)	2,927

F-61

        b)    Condensed Consolidating Statements of Retained Earnings under Canadian GAAP

	Statement of Retained Earnings For the year ended December 31, 2004
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Balance—Beginning of year	778		125		198		(323	)	778
Net earnings (loss) for the year	23		(22	)	47		(25	)	23
Dividends on common shares	(13	)	(30	)	(16	)	46		(13	)
Excess of common share redemption price over paid-up capital	(5	)	—		—		—		(5	)
Other transactions with subsidiaries	—		(49	)	—		49		—
Balance—End of year	783		24		229		(253	)	783
	Statement of Retained Earnings For the year ended December 31, 2003
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Balance—Beginning of year	749		176		187		(363	)	749
Net earnings (loss) for the year	55		(15	)	27		(12	)	55
Dividends on common shares	(13	)	(49	)	(16	)	65		(13	)
Dividends on preferred shares	(1	)	(1	)	—		1		(1	)
Excess of common share redemption price over paid-up capital	(2	)	14		—		(14	)	(2	)
Excess of redemption price of preferred shares of a subsidiary over recorded capital	(10	)	—		—		—		(10	)
Balance—End of year	778		125		198		(323	)	778
	Statement of Retained Earnings For the year ended December 31, 2002
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Balance—Beginning of year	594		184		128		(312	)	594
Net earnings for the year	169		62		75		(137	)	169
Dividends on common shares	(10	)	(27	)	(16	)	43		(10	)
Dividends on preferred shares	(1	)	(1	)	—		1		(1	)
Excess of common share redemption price over paid-up capital	(3	)	—		—		—		(3	)
Effect of transaction with parent company	—		(42	)	—		42		—
Balance—End of year	749		176		187		(363	)	749

F-62

c)

Condensed Consolidating Statements of Earnings under Canadian GAAP

	Statement of Earnings For the year ended December 31, 2004
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Sales	—		2,064		1,327		(137	)	3,254
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	(4	)	1,752		1,083		(140	)	2,691
Selling and administrative expenses	5		180		127		1		313
Impairment loss on property, plant and equipment	—		18		—		—		18
Gain on derivative financial instruments	—		—		(2	)	—		(2	)
Unusual gains	—		(4	)	—		—		(4	)
Depreciation and amortization	—		109		61		(11	)	159
	1		2,055		1,269		(150	)	3,175
Operating income (loss) from continuing operations	(1	)	9		58		13		79
Interest expense	5		59		4		8		76
Foreign exchange gain on long-term debt	(15	)	(33	)	(5	)	35		(18	)
Loss on long-term debt refinancing	—		1		—		—		1
	9		(18	)	59		(30	)	20
Provision for (recovery of) income taxes	(7	)	2		12		(5	)	2
	16		(20	)	47		(25	)	18
Share of results of significantly influenced companies	(7	)	7		—		(2	)	(2	)
Share of earnings attributed to non-controlling interests	—		(2	)	—		2		—
Net earnings (loss) for the year from continuing operations	23		(25	)	47		(25	)	20
Net earnings from assets held for sale	—		3		—		—		3
Net earnings (loss) for the year	23		(22	)	47		(25	)	23

F-63

	Statement of Earnings For the year ended December 31, 2003
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Sales	74		1,797		1,253		(129	)	2,995
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	49		1,531		1,012		(129	)	2,763
Selling and administrative expenses	11		156		126		1		294
Loss on derivative financial instruments	—		—		1		—		1
Depreciation and amortization	7		88		61		(13	)	143
	67		1,775		1,200		(141	)	2,901
Operating income from continuing operations	7		22		53		12		94
Interest expense	11		57		13		(1	)	80
Foreign exchange gain on long-term debt	(50	)	(13	)	(9	)	—		(72	)
Loss on long-term debt refinancing	—		12		10		—		22
	46		(34	)	39		13		64
Provision for (recovery of) income taxes	8		(14	)	12		4		10
	38		(20	)	27		9		54
Share of results of significantly influenced companies	(17	)	1		—		19		3
Share of earnings attributed to non-controlling interest	—		(2	)	—		2		—
Net earnings (loss) from continuing operations	55		(19	)	27		(12	)	51
Net earnings from assets held for sale	—		4		—		—		4
Net earnings (loss) for the year	55		(15	)	27		(12	)	55

F-64

	Statement of Earnings For the year ended December 31, 2002
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Sales	70		1,882		1,276		(110	)	3,118
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	50		1,491		982		(109	)	2,414
Selling and administrative expenses	3		155		130		1		289
Depreciation and amortization	7		86		57		(13	)	137
	60		1,732		1,169		(121	)	2,840
Operating income from continuing operations	10		150		107		11		278
Interest expense	7		48		15		(1	)	69
Foreign exchange gain on long-term debt	—		(1	)	—		1		—
Unusual losses (gains)	—		10		(6	)	—		4
	3		93		98		11		205
Provision for (recovery of) income taxes	(3	)	38		23		2		60
	6		55		75		9		145
Share of results of significantly influenced companies	(163	)	(8	)	—		149		(22	)
Share of earnings attributed to non-controlling interests	—		4		—		(3	)	1
Net earnings from continuing operations	169		59		75		(137	)	166
Net earnings from assets held for sale	—		3		—		—		3
Net earnings for the year	169		62		75		(137	)	169

F-65

d)

Condensed Consolidating Statements of Cash Flows under Canadian GAAP

		Statement of Cash Flows For the year ended December 31, 2004
		Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Operating activities from continuing operations
Net earnings (loss) for the year		23		(25	)	47		(25	)	20
Items not affecting cash
	Impairment loss on property, plant and equipment	—		18		—		—		18
	Amortization of transitional deferred unrealized gain	—		—		(2	)	—		(2	)
	Unusual gains	—		(4	)	—		—		(4	)
	Depreciation and amortization	—		109		61		(11	)	159
	Foreign exchange gain on long-term debt	(15	)	(33	)	(5	)	35		(18	)
	Loss on long-term debt refinancing	—		1		—		—		1
	Future income taxes	(8	)	(12	)	(4	)	4		(20	)
	Share of results of significantly influenced companies	9		34		—		(45	)	(2	)
	Share of earnings attributed to non-controlling interests	—		(2	)	—		2		—
	Others	4		5		1		(4	)	6
		13		91		98		(44	)	158
Change in non-cash working capital components		116		(125	)	(1	)	8		(2	)
		129		(34	)	97		(36	)	156
Investment activities from continuing operations
Purchases of property, plant and equipment		—		(76	)	(53	)	—		(129	)
Business acquisitions, net of cash acquired		—		(12	)	(26	)	(82	)	(120	)
Business disposals, net of cash disposed		—		14		—		—		14
Purchase of other assets		(26	)	(286	)	(116	)	419		(9	)
		(26	)	(360	)	(195	)	337		(244	)
Financing activities from continuing operations
Bank loans and advances		—		(22	)	25		—		3
Issuance of senior notes, net of related expenses		156		—		—		—		156
Change in revolving credit facilities, net of related expenses		(54	)	292		—		(246	)	(8	)
Increase in other long-term debt		1		453		17		(461	)	10
Payments of other long-term debt		—		(260	)	(27	)	238		(49	)
Premium paid on redemption of long-term debt		—		(1	)	—		—		(1	)
Net proceeds from issuance of shares		2		—		106		(106	)	2
Redemption of common shares and preferred shares of a subsidiary		(7	)	—		—		—		(7	)
Dividends		(13	)	(30	)	(16	)	46		(13	)
		85		432		105		(529	)	93
Change in cash and cash equivalents during the year from continuing operations		188		38		7		(228	)	5
Change in cash and cash equivalents from assets held for sales		—		—		—		—		—
Change in cash and cash equivalents during the year		188		38		7		(228	)	5
Translation adjustments on cash and cash equivalents		—		16		(2	)	(16	)	(2	)
Cash and cash equivalents—Beginning of year		17		18		19		(27	)	27
Cash and cash equivalents—End of year		205		72		24		(271	)	30

F-66

		Statement of Cash Flows For the year ended December 31, 2003
		Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Operating activities from continuing operations
Net earnings (loss) for the year		55		(19	)	27		(12	)	51
Items not affecting cash
	Depreciation and amortization	7		88		61		(13	)	143
	Foreign exchange gain on long-term debt	(50	)	(13	)	(9	)	—		(72	)
	Loss on long-term debt refinancing	—		12		10		—		22
	Future income taxes	17		(21	)	(1	)	4		(1	)
	Share of results of significantly influenced companies	35		2		—		(34	)	3
	Share of earnings attributed to non-controlling interest	—		(2	)	—		2		—
	Others	3		7		4		(2	)	12
		67		54		92		(55	)	158
Change in non-cash working capital components		3		(27	)	(7	)	(1	)	(32	)
		70		27		85		(56	)	126
Investment activities from continuing operations
Purchases of property, plant and equipment		(9	)	(61	)	(51	)	—		(121	)
Business acquisitions, net of cash acquired		—		(20	)	(11	)	—		(31	)
Purchases of other assets		(782	)	(50	)	(71	)	890		(13	)
		(791	)	(131	)	(133	)	890		(165	)
Financing activities from continuing operations
Bank loans and advances		—		(52	)	2		—		(50	)
Issuance of senior notes, net of related expenses		805		—		169		—		974
Change in revolving credit facility, net of related expenses		131		57		1		(34	)	155
Increase in other long-term debt		13		871		161		(993	)	52
Payments of other long-term debt		(195	)	(735	)	(288	)	166		(1,052	)
Premium paid on redemption of unsecured Senior Notes		—		(9	)	(7	)	—		(16	)
Net proceeds from issuance of shares		2		48		20		(68	)	2
Redemption of common shares and preferred shares of a subsidiary		(4	)	(16	)	—		—		(20	)
Dividends		(14	)	(50	)	(16	)	66		(14	)
		738		114		42		(863	)	31
Change in cash and cash equivalents during the year from continuing operations		17		10		(6	)	(29	)	(8	)
Change in cash and cash equivalents from assets held for sales		—		—		—		—		—
Change in cash and cash equivalents during the year		17		10		(6	)	(29	)	(8	)
Translation adjustments on cash and cash equivalents		—		(1	)	(4	)	2		(3	)
Cash and cash equivalents—Beginning of year		—		9		29		—		38
Cash and cash equivalents—End of year		17		18		19		(27	)	27

F-67

		Statement of Cash Flows For the year ended December 31, 2002
		Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Operating activities from continuing operations
Net earnings for the year		169		59		75		(137	)	166
Items not affecting cash
	Unusual losses (gains)	—		10		(6	)	—		4
	Depreciation and amortization	7		86		57		(13	)	137
	Foreign exchange gain on long-term debt	—		(1	)	—		1		—
	Future income taxes	(2	)	9		2		4		13
	Share of results of significantly influenced companies	(129	)	(7	)	—		114		(22	)
	Share of earnings attributed to non-controlling interests	—		4		—		(3	)	1
	Others	1		1		6		—		8
		46		161		134		(34	)	307
Change in non-cash working capital components		(1	)	12		12		—		23
		45		173		146		(34	)	330
Investment activities from continuing operations
Purchases of property, plant and equipment		(7	)	(71	)	(49	)	(1	)	(128	)
Purchases of other assets		(27	)	(19	)	(56	)	81		(21	)
Business acquisitions, net of cash acquired		(2	)	(96	)	(29	)	—		(127	)
Business disposals, net of cash disposed		—		4		—		—		4
		(36	)	(182	)	(134	)	80		(272	)
Financing activities for continuing operations
Bank loans and advances		(3	)	6		(3	)	—		—
Increase in other long-term debt		6		42		33		(4	)	77
Payments of other long-term debt		(1	)	(45	)	(70	)	3		(113	)
Non-controlling interests		—		—		—		(7	)	(7	)
Net proceeds from issuance of shares		3		32		50		(82	)	3
Redemption of common shares		(3	)	—		—		—		(3	)
Dividends		(11	)	(28	)	(16	)	44		(11	)
		(9	)	7		(6	)	(46	)	(54	)
Change in cash and cash equivalents during the year from continuing operations		—		(2	)	6		—		4
Change in cash and cash equivalent from assets held for sale		—		—		—		—		—
Change in cash and cash equivalent during the year		—		(2	)	6		—		4
Translation adjustments on cash and cash equivalents		—		—		3		—		3
Cash and cash equivalents—Beginning of year		—		11		20		—		31
Cash and cash equivalents—End of year		—		9		29		—		38

F-68

e)

Summary of differences between Canadian and United States generally accepted accounting principles

As disclosed in note 1, these consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP. As well, the supplemental condensed consolidating financial information presented in note 25 a), b), c) and d) has been prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. Such differences, as they relate to the Subsidiary Guarantors, are summarized below.

Reconciliation of net earnings (loss), shareholders' equity and balance sheet

i)

The following summary sets out the material adjustments to the Subsidiary Guarantors' net earnings (loss), shareholders' equity and balance sheet which would be made in order to reconcile to U.S. GAAP:

Reconciliation of net earnings (loss) of Subsidiary Guarantors

		Note		2004 $		2003 $		2002 $
Net earnings (loss) under Canadian GAAP				(22	)	(15	)	62
U.S. GAAP adjustments:
	Start-up costs	(ii	)	(2	)	(1	)	3
	Unrealized exchange gains (losses) arising from foreign exchange forward contracts	(iii	)	(1	)	5		2
	Unrealized gains (losses) arising from change in fair values of commodity derivative instruments	(iv	)	1		(1	)	7
	Unrealized gains from interest rate swaps	(v	)	—		2		1
	Employee future benefits	(vi	)	1		2		1
	Tax effect on above adjustments			—		(3	)	(5	)
	Dividends on preferred shares	(viii	)	—		1		3
Net earnings under U.S. GAAP				(23	)	(10	)	74
Net earnings under U.S. GAAP from continuing operations				(26	)	(14	)	71
Net earnings under U.S GAAP form assets held for sales				3		4		3
				(23	)	(10	)	74

F-69

Reconciliation of shareholders' equity of Subsidiary Guarantors

			As of December 31,
		Note	2004 $		2003 $		2002 $
Shareholders' equity under Canadian GAAP			793		588		672
U.S. GAAP adjustments:
	Start-up costs	(ii)	(8	)	(6	)	(5	)
	Unrealized exchange gains arising from foreign exchange forward contracts	(iii)	11		5		—
	Unrealized gains arising from change in fair values of commodity derivative instruments	(iv)	2		1		2
	Unrealized losses from interest rate swaps	(v)	—		—		(2	)
	Employee future benefits	(vi)	(1	)	(2	)	(4	)
	Minimum pension liability	(vii)	(21	)	(16	)	(15	)
	Tax effect on above adjustments		5		5		7
Shareholders' equity under U.S. GAAP			781		575		655

Reconciliation of balance sheet of Subsidiary Guarantors

		As of December 31,
		2004		2003
	Note	Canadian GAAP $	U. S. GAAP $	Canadian GAAP $	U. S. GAAP $
Other assets and goodwill (long-term)	(ii)(iii)(iv)(v)(vi)	979	983	372	372
Accounts payable and accrued liabilities	(iii)(iv)(v)	298	297	240	239
Other liabilities (long-term)	(ix)	205	222	172	186
Shareholders' equity	(ii) to (viii)	793	781	588	575

ii)

Under Canadian GAAP, start-up costs are deferred and amortized over a period not exceeding five years. Under U.S. GAAP, start-up costs are accounted for under Statement of Position ("SOP") No. 98-5, "Reporting on the Costs of Start-up Activities", and included in the statement of earnings in the period they are incurred.

iii)

Under Canadian GAAP, gains and losses arising from foreign exchange forward contracts used to hedge anticipated sales, purchases or interest are charged to earnings as an adjustment of sales, cost of sales or financial expenses when the underlying sale, purchase or interest is recorded. Under U.S. GAAP, the foreign exchange forward contracts concluded before January 1, 2004 are not designated as hedges as defined in SFAS 133, "Accounting for Derivative Instruments and Hedging Activities"; therefore, the unrealized gains and losses arising from these contracts are

F-70

charged to earnings as they arise. Under U.S. GAAP, foreign exchange forward contracts entered into after January 1, 2004 are designated as hedges, as defined by SFAS 133.

iv)

Under Canadian GAAP, gains and losses arising from swap commodity contracts designated as hedges are charged to earnings only when realized. Under U.S. GAAP, the unrealized gains and losses arising from these contracts, which do not meet the requirements of hedging as defined in SFAS 133, "Accounting for Derivative Instruments and Hedging Activities", are charged to earnings.

v)

Under Canadian GAAP, unrealized gains and losses on interest rate swaps concluded before January 1, 2004 and designated as hedges are not recognized in the financial statements. Under U.S. GAAP, these contracts are not designated as hedges and therefore, the unrealized gains and losses are charged to earnings.

vi)

Before the adoption of CICA 3461, "Employee Future Benefits", on January 1, 2000, the discount rate used in the measurement of pension costs and obligations under U.S. GAAP differed from the one used under Canadian GAAP. In addition, as allowed by Canadian GAAP before January 1, 2000, the Subsidiary Guarantors recognized post-employment costs and obligations using the cash basis of accounting. Under CICA 3461, the treatment of pension costs is not materially different from U.S. GAAP. The remaining adjustments result from the amortization of actuarial gains and losses which arose prior to January 1, 2000.

vii)

Under U.S. GAAP, a minimum pension liability adjustment must be recorded when the accumulated benefit obligation of a plan is greater than the fair value of its assets. The excess of this liability over the intangible assets, which can also be recorded for the plan, is recorded in comprehensive earnings in shareholders' equity.

viii)

Under Canadian GAAP, dividends on mandatorily redeemable preferred shares of a subsidiary guarantor are charged to earnings as interest expense. Under U.S. GAAP, declared dividends prior to July 1, 2003 are charged to earnings but as non-controlling interests. Since July 1, 2003, in accordance with SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity", dividends are charged to earnings as interest expense.

In addition, under U.S. GAAP, declared dividends prior to July 1, 2003 would have been shown as a financing activity in the cash flow statement. Since July 1, 2003, these dividends are shown as an operating activity, as they are under Canadian GAAP.

ix)

Under U.S. GAAP, the premium paid on redemption of long-term debt would be classified as an operating activity and not as cash flow used in financing activities. In addtion, under U.S. GAAP, financing charges incurred in 2003 amounting to $24 million would be classified as an operating activity rather than a financing activity.

F-71

x)

Comprehensive earnings of Subsidiary Guarantors

		2004 $		2003 $		2002 $
Net earnings (loss) under U.S. GAAP		(23	)	(10	)	74
	Translation adjustments	(34	)	(48	)	(16	)
	Minimum pension liability adjustment, net of related income taxes(1)	(5	)	—		(6	)
	Unrealized exchange gains arising from foreign exchange forward contracts designated as hedges, net of related income taxes(2)	4		—		—
	Reclassification to earnings of cumulative gain on adoption of SFAS 133 and 138, net of related income taxes	—		—		(1	)
Comprehensive earnings (losses) under U.S. GAAP		(57	)	(58	)	51

(1)

The minimum pension liability represents $4.6 million, $0.5 million and $5.9 million for the years ended December 31, 2004, 2003 and 2002 respectively, net of related income taxes of $2.5 million $0.2 million and $3.2 million for the years ended December 31, 2004, 2003 and 2002 respectively.



(2)

The unrealized exchange gain of $3.8 million for the year ended December 31, 2004 is net of related income taxes of $2.0 million.

xi)

Accumulated other comprehensive earnings of Subsidiary Guarantors

	2004 $		2003 $
Cumulative translation adjustments	(98	)	(64	)
Cumulative minimum pension liability adjustments, net of tax	(15	)	(10	)
Cumulative unrealized exchange gains arising from foreign exchange forward contracts designated as hedges, net of related income taxes	4		—
	(109	)	(74	)

xii)

Net changes in non-cash operating working capital balances for the Subsidiary Guarantors are as follows:

		2004 $		2003 $		2002 $
Decrease (increase) in Accounts receivable		(20	)	7		4
	Inventories	(15	)	7		(17	)
Increase (decrease) in Accounts payable and accrued liabilities		(90	)	(41	)	25
		(125	)	(27	)	12

F-72

Cascades Inc.

Consolidated Balance Sheet
as of March 31, 2005

(in millions of Canadian dollars)

		As at March 31,	As at December 31,
	Note	(unaudited) 2005	2004
Assets
Current assets
Cash and cash equivalents		23	30
Accounts receivable		546	527
Inventories	11	595	559
		1,164	1,116
Property, plant and equipment		1,675	1,700
Other assets	6	226	215
Goodwill		116	113
		3,181	3,144
Liabilities and shareholders' equity
Current liabilities
Bank loans and advances		48	47
Accounts payable and accrued liabilities		486	509
Current portion of long-term debt	7	61	58
		595	614
Long-term debt	7	1,247	1,168
Other liabilities	8	292	303
		2,134	2,085
Shareholders' equity
Capital stock	12	265	265
Retained earnings		780	783
Cumulative translation adjustments		2	11
		1,047	1,059
		3,181	3,144

The accompanying notes are an integral part of these unaudited interim consolidated financial statements

F-73

Cascades Inc.

Unaudited Consolidated Statements of Retained Earnings
for the three months ended March 31, 2005 and 2004

(in millions of Canadian dollars)

	2005		2004
Balance—beginning of period	783		778
Net earnings (loss) for the period	—		(6	)
Dividends on common shares	(3	)	(3	)
Balance—end of period	780		769

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-74

Cascades Inc.

Unaudited Consolidated Statements of Earnings
for the three months ended March 31, 2005 and 2004

(in millions of Canadian dollars, except per share amounts)

		Note		2005			2004
							(note 2)
Sales					843			763
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)		10			702			640
Selling and administrative expenses					82			75
Loss (gain) on derivative financial commodity instruments		3	(a)		1			(6	)
Unusual gain		5			(3	)		—
Depreciation and amortization					44			39
					826			748
Operating income from continuing operation					17			15
Interest expense		10			20			20
Unrealized loss on derivative financial instruments		3	(b)		1			—
Foreign exchange loss on long-term debt					2			6
					(6	)		(11	)
Recovery for income taxes					(2	)		(3	)
Share of results of significantly influenced companies					(1	)		(1	)
Net loss from continuing operations					(3	)		(7	)
Net earnings from assets held for sale		2, 4	(b)		3			1
Net earnings (loss) for the period					—			(6	)
	Basic and diluted net loss from continuing operations per common share			$	(0.03	)	$	(0.09	)
	Basic and diluted net earnings (loss) per common share				—		$	(0.08	)
Weighted average number of common shares outstanding					81,350,647			81,734,786

        The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-75

Cascades Inc.

Unaudited Consolidated Statements of Cash Flows
for the three months ended March 31, 2005 and 2004

(in millions of Canadian dollars)

		Note		2005		2004
						(note 2)
Operating activities from continuing operations
Net loss from continuing operations				(3	)	(7	)
Adjustments for:
	Unrealized loss (gain) on derivative financial commodity instruments	3	(a)	1		(5	)
	Unusual gain	5		(3	)	—
	Depreciation and amortization			44		39
	Unrealized loss on derivative financial instruments	3	(b)	1		—
	Foreign exchange loss on long-term debt			2		6
	Future income taxes			(11	)	(4	)
	Share of results of significantly influenced companies			(1	)	(1	)
	Others			1		3
				31		31
Change in non-cash working capital components				(90	)	(27	)
				(59	)	4
Investing activities from continuing operations
Purchase of property, plant and equipment				(25	)	(19	)
Proceed from disposal of property, plant and equipment		5		4		—
Purchase of other assets				(1	)	(2	)
Business acquisitions, net of cash acquired		4	(a)	(8	)	(14	)
				(30	)	(35	)
Financing activities from continuing operations
Bank loans and advances				—		1
Change in revolving credit facilities				71		42
Increase in other long-term debt				2		3
Payments of other long-term debt				(2	)	(10	)
Redemption of common shares		12		(1	)	—
Dividends on common shares				(3	)	(3	)
				67		33
Change in cash and cash equivalents during the period from continuing operations				(22	)	2
Change in cash and cash equivalents from assets held for sale, including the proceeds on disposal		2, 4	(b)	14		—
Change in cash and cash equivalent during the period				(8	)	2
Translation adjustments on cash and cash equivalents				1		—
Cash and cash equivalents—Beginning of period				30		27
Cash and cash equivalents—End of period				23		29

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-76

Cascades Inc.

Unaudited Segmented Information

for the three months ended March 31, 2005 and 2004
(in millions of Canadian dollars)

Sales

			2005		2004
					(note 2)
Packaging products
	Boxboard
		Manufacturing	176		181
		Converting	163		112
		Eliminations and others	(2	)	3
			337		296
	Containerboard(1)
		Manufacturing	87		78
		Converting	119		110
		Eliminations and others	(46	)	(42	)
			160		146
	Specialty products		127		119
	Eliminations		(10	)	(10	)
			614		551
Tissue papers
	Manufacturing and Converting		167		154
	Distribution(2)		22		21
	Eliminations		(9	)	(7	)
			180		168
Fine papers
	Manufacturing		88		83
	Distribution(2)		107		100
	Eliminations		(17	)	(15	)
			178		168
Eliminations			(16	)	(17	)
Assets held for sale			(113	)	(107	)
Consolidated total			843		763

(1)

The Company's containerboard business consists entirely of its interest in Norampac Inc., a joint venture.

(2)

Some or all of these sub-segments represent assets held for sale

F-77

Operating income (loss) before depreciation and amortization and operating income
(in millions of Canadian dollars)

			2005		2004
					(note 2)
Packaging products
	Boxboard
		Manufacturing	5		7
		Converting	15		8
		Others	—		2
			20		17
	Containerboard(1)
		Manufacturing	6		7
		Converting	14		11
		Others	2		2
			22		20
	Specialty products		9		8
			51		45
Tissue papers
	Manufacturing and Converting		19		18
	Distribution(2)		2		—
			21		18
Fine papers
	Manufacturing		(5	)	(5	)
	Distribution(2)		3		2
			(2	)	(3	)
Corporate			(4	)	(3	)
Assets held for sale			(5	)	(3	)
Operating income before depreciation and amortization			61		54
Depreciation and amortization
	Boxboard		(19	)	(15	)
	Containerboard(1)		(10	)	(9	)
	Specialty products		(6	)	(6	)
	Tissue papers		(9	)	(9	)
	Fine papers		(2	)	(3	)
	Corporate and eliminations		2		2
	Assets held for sale		—		1
			(44	)	(39	)
Operating income			17		15

(1)

The Company's containerboard business consists entirely of its interest in Norampac Inc., a joint venture.

(2)

Some or all of these sub-segments represent assets held for sale

F-78

Purchase of property, plant and equipment

			2005	2004
				(note 2)
Packaging products
	Boxboard
		Manufacturing	2	5
		Converting	4	3
		Others	1	—
			7	8
	Containerboard(1)
		Manufacturing	1	2
		Converting	3	1
		Others	—	—
			4	3
	Specialty products		3	3
			14	14
Tissue papers
	Manufacturing and Converting		7	2
	Distribution(2)		—	—
			7	2
Fine papers
	Manufacturing		4	1
	Distribution(2)		—	—
			4	1
Corporate			—	2
Assets held for sale			—	—
Consolidated total			25	19

(1)

The Company's containerboard business consists entirely of its interest in Norampac Inc., a joint venture.

(2)

Some or all of these sub-segments represent assets held for sale

F-79

Cascades Inc.

Notes to Unaudited Interim Consolidated Financial Statements
for the three months ended March 31, 2005 and 2004

(tabular amounts in millions of Canadian dollars)

1    Accounting policies

        These unaudited interim consolidated financial statements and the notes thereto have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") with the exception that they do not conform in all material respects to the requirement of GAAP for annual financial statements. These financial statements should be read in conjunction with the most recent annual financial statements of the Company as they have been prepared using the same accounting policies, except for the following:

Variable interest entities

        The CICA issued Accounting Guideline 15 ("AcG-15"), "Consolidation of variable interest entities". The new guideline requires companies to identify variable interest entities in which they have an interest to determine whether they are the primary beneficiary of such entities and, if so, to consolidate them. A variable interest entity is defined as an entity in which the equity is not sufficient to permit that entity to finance its activities without external support, or the equity investors lack either voting control and obligation to absorb future losses or the right to receive future returns. The application of this guideline did not have any material impact on the financial position or results of operations of the Company.

2    Assets held for sale

        During the fourth quarter of 2004, the Company decided to initiate a divestiture plan for its distribution activities in the Fine papers and Tissue papers segments. Consequently, the assets, liabilities, earnings and cash flows from these activities for the current period and for all comparative periods, are classified as assets held for sale. The comparative financial information of 2004 has been restated to reflect this change. As further described in note 4(b), the Company sold the distribution activities of its Tissue papers segment. Financial information relating to these assets held for sale is as follows:

For the 3-month period ended March 31	2005			2004
Condensed balance sheet(1)
Current assets		116			126
Long-term assets		5			9
Current liabilities		23			29
Condensed statement of earnings
Sales		113			107
Depreciation and amortization		—			1
Operating income, including gain on disposal		5			2
Interest expense		1			—
Income taxes		1			1
Net earnings, including gain on disposal, from assets held for sale		3			1
Net earnings per share, including gain on disposal, from assets held for sale	$	0.03		$	0.01
Condensed statement of cash flows
Cash flows from operating activities		(4	)		(7	)
Cash flows from investing activities		14			—
Cash flows from financing activities		4			7

(1)

As at December 31, 2004 for the condensed balance sheet items

F-80

3    Loss (gain) on derivative fiancial instruments

(a) For the 3-month period ended March 31	2005	2004
Realized loss (gain) on derivatives financial commodity instruments	—	(1	)
Unrealized loss (gain) on derivative financial commodity instruments	1	(5	)
	1	(6	)

        (b)   During the first quarter of 2005, the Company entered into an interest rate swap agreement for a notional amount of US$125 million maturing in 2013 in relation to the Company's 7.25% unsecured senior notes. In accordance with the agreement, the interest rate went from a fixed rate of 7.25% to an average variable rate of 5.53%. As this instrument is not designated as a hedge, its fair value was recorded in earnings representing an unrealized loss of $0.7 million.

4    Business acquisition and disposal

        (a)   On January 14, 2005, the Company acquired the packaging assets of Dover Industries Limited, located in Canada, for a cash consideration of $8 million. This acquisitions has been accounted for using the purchase method and the accounts and results of operations of this entity have been included in the consolidated financial statements since its date of acquisition. The following allocation of the purchase price to the identifiable assets acquired and liabilities assumed resulted in no goodwill.

	Dover
	Packaging products
Property, plant and equipment	3
Customer relationship and client lists	5
Total consideration paid	8

        (b)   On March 31, 2005, the Company sold the distribution activities of its tissue papers segment for a total net consideration after the retention of liabilities of $15.7 million. Of the total selling price, $13.7 million was received at closing, an additional $1 million will be due at the first anniversary date of the closing and the remaining $1 million in four annual equal installments due on each anniversary

F-81

date of the closing between March 31, 2006 to March 31, 2009. The disposal of the net assets resulted in a gain of $1.2 million before related income taxes of $0.5 million.

Business segment	Tissue Papers
Accounts receivable	11
Inventories	7
Property, plant and equipment	4
Other assets	1
	23
Accounts payable and accrued liabilities	(8	)
	15
Gain on disposal	1
Balance of sale price—other assets	(2	)
Total consideration received	14

5    Unusual gain

        During the first quarter of 2005, a joint venture realized a gain of $4 million on the disposal of a building of one of its corrugated products plant before related income taxes of $0.5 million. An impairment loss on investments in a significantly influenced company of $1 million was recorded by a joint venture.

6    Other assets

	March 31, 2005	December 31, 2004
Investments in significantly influenced companies	74	74
Other investments	11	9
Deferred charges	44	38
Employee future benefits	52	52
Fair value of derivative financial instruments	5	8
Customer relationship and client lists	35	30
Other definite-life intangible assets	5	4
	226	215

F-82

7    Long-term debt

	March 31, 2005	December 31, 2004
7.25% unsecured senior notes	816	813
Revolving credit facility	224	159
Other debt from subsidiaries	78	76
Other debt from joint ventures	190	178
	1,308	1,226
Current portion	61	58
	1,247	1,168

8    Other liabilities

	March 31, 2005	December 31, 2004
Employee future benefits	84	84
Future income taxes	204	214
Unrealized gain on derivative financial instruments	4	5
	292	303

F-83

9    Interests in joint ventures

        The major components of the interests in joint ventures in the consolidated financial statements are as follow:

For the 3-month period ended March 31		2005		2004
Consolidated balance sheets(1)
	Current assets	220		195
	Long-term assets	454		480
	Current liabilities	102		101
	Long-term debt, net of current portion	186		169
Consolidated statements of earnings
	Sales	183		217
	Depreciation and amortization	9		11
	Operating income	19		17
	Interest expense	3		4
	Net earnings	10		9
Consolidated statements of cash flows
	Operating activities	(1	)	—
	Investing activities	1		(6	)
	Financing activities	—		4
Additionnal information
	Cash and cash equivalents(1)	8		7
	Total assets(1)	674		675
	Total debt(1)(2)	198		191
	Dividends received by the Company from joint ventures	15		15

(1)

As at December 31, 2004 for the consolidated balance sheet items

(2)

Includes bank loans and advances, current portion of long-term debt and long-term debt

F-84

10    Additional information

For the 3-month period ended March 31	2005	2004
a) Cost of sales
Foreign exchange gain	1	1
b) Employee future benefits expenses
Defined benefit pension plans	3	4
Other employee future benefit plans	2	2
Defined contribution pension plans	1	1
c) Supplemental disclosure
Depreciation of property, plant and equipment	43	38
Amortization of other assets	1	1
Amortization of deferred financing cost included in interest expense	1	1
Interest paid	33	29
Income taxes paid	7	5

11    Inventories

	March 31, 2005	December 31, 2004
Finished goods	311	284
Raw materials	141	130
Supplies	143	145
	595	559

12    Capital stock

        As at March 31, 2005, the capital stock issued and outstanding consisted of 81,335,240 common shares (81,361,580 as at December 31, 2004). As at May 4, 2005, 81,335,240 common shares were issued and outstanding. As at March 31, 2005, 1,744,426 stock options were issued and outstanding (1,756,986 as at December 31, 2004).

        In 2005, in the normal course of business, the Company renewed its redemption program of a maximum of 4,068,707 common shares with the Toronto Stock Exchange which represents approximately 5% of issued and outstanding common shares. The redemption authorization is valid from March 11, 2005 to March 10, 2006. As of March 31, 2005, the Company redeemed 38,900 common shares under the previous redemption program for an amount of $0.5 million.

F-85

13    Supplemental condensed consolidated financial information

        The 7.25% unsecured senior notes ("senior notes") of the Company are fully and unconditionally guaranteed on a joint and several basis by the Company's subsidiaries located in Canada and the United States (the "Subsidiary Guarantors"). The composition of Subsidiary Guarantors may change from time to time due to acquisitions or disposals. When such a change occurs, comparative figures are restated to reflect the new composition of the Subsidiary Guarantors. The senior notes are not guaranteed by the Company's other subsidiaries or by any of its joint ventures (the "Non-guarantor Subsidiaries"). The following supplemental condensed consolidated financial information sets forth, on an unconsolidated basis, the balance sheets as at March 31, 2005 and December 31, 2004 and the statements of earnings, retained earnings and cash flows for each of the three-month periods ended March 31, 2005 and 2004 for Cascades Inc. (the "Parent Company"), and on a combined basis for the Subsidiary Guarantors and the Non-guarantor Subsidiaries. The supplemental condensed consolidated financial information, which has been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), reflects the investments of the Parent Company in the Subsidiary Guarantors and the Non-guarantor Subsidiaries using the equity method.

F-86

a)

Condensed consolidated balance sheets under Canadian GAAP

	Balance Sheet As at March 31, 2005
	Parent Company $	Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Assets
Current assets
Cash and cash equivalents	—	230		16		(223	)	23
Accounts receivable	105	333		257		(149	)	546
Inventories	—	408		188		(1	)	595
	105	971		461		(373	)	1,164
Property, plant and equipment	—	1,133		669		(127	)	1,675
Other assets	2,035	1,091		370		(3,270	)	226
Goodwill	—	37		119		(40	)	116
	2,140	3,232		1,619		(3,810	)	3,181
Liabilities and Shareholders' Equity
Current liabilities
Bank loans and advances	—	37		11		—		48
Accounts payable and accrued liabilities	8	407		219		(148	)	486
Current portion of long-term debt	—	71		5		(15	)	61
	8	515		235		(163	)	595
Long-term debt	1,045	1,765		296		(1,859	)	1,247
Other liabilities	40	194		133		(75	)	292
	1,093	2,474		664		(2,097	)	2,134
Shareholders' equity
Capital stock	265	804		749		(1,553	)	265
Retained earnings	780	9		224		(233	)	780
Cumulative translation adjustments	2	(55	)	(18	)	73		2
	1,047	758		955		(1,713	)	1,047
	2,140	3,232		1,619		(3,810	)	3,181

F-87

a)

Condensed consolidated balance sheets under Canadian GAAP (Continued)

	Balance Sheet as at December 31, 2004
	Parent Company $	Subsidiary Guarantors $		Non-guarantor Subsidiaries $	Elimination adjustments $		Consolidated $
Assets
Current assets
Cash and cash equivalents	205	72		24	(271	)	30
Accounts receivable	4	422		247	(146	)	527
Inventories	—	374		186	(1	)	559
	209	868		457	(418	)	1,116
Property, plant and equipment	—	1,169		687	(156	)	1,700
Other assets	1,928	948		338	(2,999	)	215
Goodwill	—	31		121	(39	)	113
	2,137	3,016		1,603	(3,612	)	3,144
Liabilities and Shareholders' Equity
Current liabilities
Bank loans and advances	—	27		20	—		47
Accounts payable and accrued liabilities	139	298		225	(153	)	509
Current portion of long-term debt	—	72		4	(18	)	58
	139	397		249	(171	)	614
Long-term debt	909	1,621		326	(1,688	)	1,168
Other liabilities	30	205		137	(69	)	303
	1,078	2,223		712	(1,928	)	2,085
Shareholders' equity
Capital stock	265	867		631	(1,498	)	265
Retained earnings	783	24		229	(253	)	783
Cumulative translation adjustments	11	(98	)	31	67		11
	1,059	793		891	(1,684	)	1,059
	2,137	3,016		1,603	(3,612	)	3,144

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        b)    Condensed consolidated statements of retained earnings under Canadian GAAP

	Statement of Retained Earnings For the three-month period ended March 31, 2005
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Balance—Beginning of period	783		24		229		(253	)	783
Net earnings (loss) for the period	—		(15	)	11		4		—
Dividends on common shares	(3	)	—		(16	)	16		(3	)
Balance—End of period	780		9		224		(233	)	780
	Statement of Retained Earnings For the three-month period ended March 31, 2004
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Balance—Beginning of period	778		125		198		(323	)	778
Net earnings (loss) for the period	(6	)	(15	)	8		7		(6	)
Dividends on common shares	(3	)	(3	)	(12	)	15		(3	)
Other transactions with subsidiaries	—		(70	)	—		70		—
Balance—End of period	769		37		194		(231	)	769

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        c)     Condensed consolidated statements of earnings under Canadian GAAP

	Statement of Earnings For the three-month period ended March 31, 2005
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Sales	—		535		350		(42	)	843
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	(6	)	452		289		(33	)	702
Selling and administrative expenses	1		57		33		(9	)	82
Loss on derivative commodity instruments	—		—		1		—		1
Unusual gains	—		—		(3	)	—		(3	)
Depreciation and amortization	—		32		16		(4	)	44
	(5	)	541		336		(46	)	826
Operating income (loss) from continuing operation	5		(6	)	14		4		17
Interest expense	—		20		—		—		20
Unrealized loss on derivative financial instruments	1		—		—		—		1
Foreign exchange loss on long-term debt	2		—		1		(1	)	2
	2		(26	)	13		5		(6	)
Provision for (recovery of) income taxes	1		(6	)	2		1		(2	)
	1		(20	)	11		4		(4	)
Shares of results of significantly influenced companies	1		(1	)	—		(1	)	(1	)
Share of earnings attributed to non-controlling interests	—		(1	)	—		1		—
Net earnings (loss) from continuing operations	—		(18	)	11		4		(3	)
Net earnings from assets held for sale	—		3		—		—		3
Net earnings (loss) for the period	—		(15	)	11		4		—

F-90

c)

Condensed Consolidating Statements of Earnings under Canadian GAAP (Continued)

	Statement of Earnings For the three-month period ended March 31, 2004
	Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Sales	—		493		312		(42	)	763
Cost of sales and expenses
Cost of sales (exclusive of depreciation shown below)	—		414		259		(33	)	640
Selling and administrative expenses	1		54		30		(10	)	75
Gain on derivative commodity instruments	—		—		(6	)	—		(6	)
Depreciation and amortization	—		27		15		(3	)	39
	1		495		298		(46	)	748
Operating income (loss) from continuing operation	(1	)	(2	)	14		4		15
Interest expense	4		11		2		3		20
Foreign exchange loss on long-term debt	5		5		1		(5	)	6
	(10	)	(18	)	11		6		(11	)
Provision for (recovery of) income taxes	(2	)	(3	)	3		(1	)	(3	)
	(8	)	(15	)	8		7		(8	)
Shares of results of significantly influenced companies	(2	)	2		—		(1	)	(1	)
Share of earnings attributed to non-controlling interests	—		(1	)	—		1		—
Net earnings (loss) from continuing operations	(6	)	(16	)	8		7		(7	)
Net earnings from assets held for sale	—		1		—		—		1
Net earnings (loss) for the period	(6	)	(15	)	8		7		(6	)

F-91

d)

Condensed consolidated statements of cash flows under Canadian GAAP

		Statement of Cash Flows For the three-month period ended March 31, 2005
		Parent Company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Operating activities from continuing operations
Net earnings (loss) from continuing operations		—		(18	)	11		4		(3	)
Adjustments for
	Unrealized loss on derivative commodity instruments	—		—		1		—		1
	Unusual gains	—		—		(3	)	—		(3	)
	Depreciation and amortization	—		32		16		(4	)	44
	Unrealized loss on derivative financial instruments	1		—		—		—		1
	Foreign exchange loss on long-term debt	3		—		1		(2	)	2
	Future income taxes	1		(11	)	(2	)	1		(11	)
	Share of results of significantly influenced companies	16		—		—		(17	)	(1	)
	Share of earnings attributed to non-controlling interests	—		(1	)	—		1		—
	Other	1		(2	)	1		1		1
		22		—		25		(16	)	31
Change in non-cash working capital components		(231	)	164		(22	)	(1	)	(90	)
		(209	)	164		3		(17	)	(59	)
Investment activities from continuing operations
Purchases of property, plant and equipment		—		(17	)	(7	)	(1	)	(25	)
Proceeds from disposal of property, plant and equipment		—		—		4		—		4
Purchase of other assets		(123	)	(155	)	(33	)	310		(1	)
Business acquisitions, net of cash acquired		—		(8	)	—		—		(8	)
		(123	)	(180	)	(36	)	309		(30	)
Financing activities from continuing operations
Bank loans and advances		—		10		(10	)	—		—
Change in revolving credit facilities		131		(75	)	1		14		71
Increase in other long-term debt		—		235		83		(316	)	2
Payments of other long-term debt		—		(10	)	(109	)	117		(2	)
Net proceeds from issuance of shares		—		—		76		(76	)	—
Redemption of common shares		(1	)	—		—		—		(1	)
Dividends on common shares		(3	)	—		(16	)	16		(3	)
		127		160		25		(245	)	67
Change in cash and cash equivalents during the period from continuing operations		(205	)	144		(8	)	47		(22	)
Change in cash and cash equivalents from assets held for sale, including the proceeds on disposal		—		14		—		—		14
Change in cash and cash equivalents during the period		(205	)	158		(8	)	47		(8	)
Translation adjustments on cash and cash equivalents		—		—		—		1		1
Cash and cash equivalents—Beginning of period		205		72		24		(271	)	30
Cash and cash equivalents—End of period		—		230		16		(223	)	23

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d)

Condensed Consolidating Statements of Cash Flows under Canadian GAAP (Continued)

		Statement of Cash Flows For the three-month period ended March 31, 2004
		Parent company $		Subsidiary Guarantors $		Non-guarantor Subsidiaries $		Elimination adjustments $		Consolidated $
Operating activities from continuing operations
Net earnings (loss) from continuing operation		(6	)	(16	)	8		7		(7	)
Adjustments for
	Unrealized gain on derivative commodity instruments	—		—		(5	)	—		(5	)
	Depreciation and amortization	—		27		15		(3	)	39
	Foreign exchange loss on long-term debt	5		7		1		(7	)	6
	Future income taxes	(2	)	(3	)	2		(1	)	(4	)
	Share of results of significantly influenced companies	10		5		—		(16	)	(1	)
	Share of earnings attributed to non-controlling interest	—		(1	)	—		1		—
	Other	1		—		—		2		3
		8		19		21		(17	)	31
Change in non-cash working capital components		(12	)	(20	)	1		4		(27	)
		(4	)	(1	)	22		(13	)	4
Investment activities from continuing operations
Purchases of property, plant and equipment		—		(11	)	(8	)	—		(19	)
Purchase of other assets		(55	)	76		(4	)	(19	)	(2	)
Business acquisitions, net of cash acquired		—		(15	)	1		—		(14	)
		(55	)	50		(11	)	(19	)	(35	)
Financing activities from continuing operations
Bank loans and advances		—		(3	)	4		—		1
Change in revolving credit facility		45		17		(8	)	(12	)	42
Increase in other long-term debt		—		20		23		(40	)	3
Payments of other long-term debt		—		(12	)	(19	)	21		(10	)
Net proceeds from issuance of shares		—		—		7		(7	)	—
Dividends on common shares		(3	)	(3	)	(12	)	15		(3	)
		42		19		(5	)	(23	)	33
Change in cash and cash equivalents during the period from continuing operations		(17	)	68		6		(55	)	2
Change in cash and cash equivalents from assets held for sale		—		—		—		—		—
Change in cash and cash equivalents during the period		(17	)	68		6		(55	)	2
Translation adjustments on cash and cash equivalents		—		—		—		—		—
Cash and cash equivalents—Beginning of period		17		18		19		(27	)	27
Cash and cash equivalents—End of period		—		86		25		(82	)	29

F-93

US$125,000,000

Cascades Inc.

Offer to exchange our 7¹/4% Senior Notes due 2013, which have been
registered under the Securities Act, for our outstanding restricted
7¹/4% Senior Notes due 2013 issued in December 2004

PROSPECTUS

                        , 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Cascades Inc.

Applicable Laws of Québec

        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.

By-Laws

        Cascades Inc.'s by-laws provide that Cascades Inc. shall indemnify 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 another company of which Cascades Inc. is or was a shareholder or creditor, and their heir and legal representatives, 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 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.

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.

Applicable Laws of Delaware

        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

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indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

By-Laws

        Each company's by-laws 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 by-laws 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 by-laws in reliance upon the advice of counsel.

Cascades Delaware LLC

Applicable Law of Delaware

        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.

Limited Liability Company Operating Agreement

        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, 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 Diamond, Inc.

Applicable Laws of Massachusetts

        Massachusetts General Laws Chapter 156B, Section 67, provides that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and persons who serve at its request in any capacity with respect to any employee benefit plan, to the extent specified or authorized by the corporation's articles of organization, a by-law adopted by the stockholders, or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors.

        Section 67 also provides that a corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

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By-Laws

        Cascades Diamond's by-laws provide that its officers and directors shall be indemnified for all costs, expenses and payment of money relating to or arising out of any of their actions taken on behalf of the company or on business of the company except such as arise out of fraud or willful misconduct.

Cascades Fine Papers Group Inc.; Cascades Fine Papers Group Thunder Bay Inc.; Cascades Boxboard Group Inc.; Cascades Canada Inc.; Dopaco Canada, Inc.; Kingsey Falls Investments Inc.

Applicable Laws of Canada

        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 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.

By-Laws

        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 Fine Papers Group (Sales) Inc.; Cascades Boxboard U.S., Inc.

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Cascades Auburn Fiber Inc.

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By-Laws

        Each of the company's by-laws 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 Fine Papers Group (USA) Inc.

Applicable Laws of New York

        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.

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By-Laws

        Cascades Fine Papers Group (USA) Inc.'s bylaws 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.

Cascades Moulded Pulp, Inc.

Applicable Laws of North Carolina

        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.

Cascades Nova Scotia Company

Applicable Laws of Nova Scotia

        Section 204 of the Companies Act (Nova Scotia) provides that every director, manager, secretary, treasurer and other officer or servant of a company shall be indemnified by the company against, and it shall be the duty of the directors out of the funds of the company to pay, all costs, losses and expenses that any such director, manager, secretary, treasurer or other officer or servant may incur or become liable to pay by reason of any contract entered into, or act or thing done by him as such officer or servant or in any way in the discharge of his duties including travelling expenses; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the company and have priority as against the members over all other claims.

Articles of Association

        Cascades Nova Scotia Company's Articles of Association provide that every director or officer, former director or officer, or person who acts or acted at the request of Cascades Nova Scotia Company, as a director or officer of Cascades Nova Scotia Company, a body corporate, partnership or other association of which Cascades Nova Scotia Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by Cascades Nova Scotia Company against, and it shall be the duty of the directors out of the funds of Cascades Nova Scotia Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of Cascades Nova Scotia Company or such body

II-5

corporate, partnership or other association, whether Cascades Nova Scotia Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of Cascades Nova Scotia Company and have priority as against the shareholders over all other claims.

Cascades Plastics Inc.

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Cascades Auburn Fiber Inc.

Articles of Incorporation

        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 Tissue Group—IFC Disposables Inc.

Applicable Laws of Tennessee

        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 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.

Cascades Tissue Group—North Carolina Inc.

Applicable Laws of North Carolina

        See the discussion of applicable provisions of North Carolina law above under Cascades Moulded Pulp, Inc.

By-Laws

        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.

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        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.

Cascades Tissue Group—Pickering Inc.

Applicable Laws of Canada

        See the discussion of applicable provisions of Canadian federal law above under Cascades Fine Papers Group Inc.

By-Laws

        Cascades Tissue Group—Pickering's by-laws provide that, subject to the limitations contained in the Canada Business Corporation Act, the company shall indemnify a director or officer, a former director or officer, or a person who acts or acted at its request as a director or officer of a legal entity of which the company is or was a shareholder or creditor, or a person who undertakes or has undertaken any liability on behalf of the company or any such other entity, and their 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 the indemnitee 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 the company or such other entity, 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 for believing that their conduct was lawful.

        Under Cascades Tissue Group—Pickering's by-laws, the director and officers' liability is to be determined by its board of directors.

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Cascades Transport Inc.

Applicable Laws of Canada

        See discussion of applicable provisions of Canadian federal law above under Cascades Fine Papers Group Inc.

By-Laws

        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.

Conference Cup Ltd.

Applicable Laws of Ontario

        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.

By-Laws

        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

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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.

Dopaco, Inc.

Applicable Laws of Pennsylvania

        The Pennsylvania Business Corporation Law provides that unless otherwise restricted in its bylaws, 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 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 bylaws, 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.

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By-Laws

        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 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 bylaws, 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.

Dopaco Limited Partnership

Applicable Laws of Delaware

        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.

Limited Partnership Agreement

        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

II-10

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.

Dopaco Pacific LLC

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Cascades Delaware LLC.

Limited Liability Company Agreement

        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, 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, 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.

Garven Incorporated

Applicable Laws of Ontario

        See the discussion of applicable provisions of Ontario law above under Conference Cup Ltd.

By-Laws

        The bylaws 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

II-11

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.

        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.

Rabotage Lemay Inc.; Scierie Lemay Inc.

Applicable Laws of Québec

        See the discussion of applicable provisions of Québec law above under Cascades Inc.

By-Laws

        Each company's by-laws provide that the it is required to indemnify its directors, officers or any other mandatary for any prejudice suffered by reason or in respect of the performance of his duties and shall also reimburse him for reasonable expenses incurred for the same purposes, as set forth below.

        The companies shall assume the defence of its director, officer or a mandatary prosecuted by a third party for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless he has committed a grievous offence or a personal offence separable from the exercise of his duties. In particular, such an offence will include the violation by a director, officer or mandatary of his duties of loyalty and honesty toward the company, especially by placing himself in a situation of conflict of interest. Such assumption of defence shall involve the payment or reimbursement of reasonable judicial and extra-judicial costs incurred by the director, officer or other mandatary who is prosecuted by a third party. The payment of damages shall include the amounts paid to settle an action out of court and any fine imposed. However, in a penal or criminal proceeding, the companies shall assume the payment of the expenses of its director, officer or other mandatary only if he had reasonable grounds to believe that his conduct was in compliance with the law, or if he has been freed or acquitted. If the company prosecutes its director, officer or other mandatary for an act or omission in the exercise of his duties, it shall undertake to assume the reasonable judicial and extra-judicial costs reasonably incurred by such director, officer or other mandatary, if it 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 it shall assume. Subject to a contractual agreement specifying or restricting this obligation, the companies are required to reimburse its directors, officers or another mandatary for reasonable and necessary expenses incurred by him in the exercise of his duties, plus interest from the date on which such expenses were paid by him. Such reimbursement shall be made upon presentation of all relevant vouchers. The companies shall indemnify, in the manner set out above, any person who acts at its request as a director for another legal person of which it is a shareholder or creditor.

        The companies may purchase and maintain insurance for the benefit of its directors, officers and other mandataries.

W.H. Smith Paper Corporation

Applicable Laws of New York

        See the discussion of applicable provisions of New York law above under Cascades Fine Papers Group (USA) Inc.

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3815285 Canada Inc.; 3815315 Canada Inc.

Applicable Laws of Canada

        See the discussion of applicable provisions of Canadian federal law above under Cascades Fine Papers Group Inc.

By-Laws

        Each company's by-laws provide that it 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, of a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one or more of them were parties by reason of their duties or of their office, whether this action, suit, application or legal proceeding was commenced by or on behalf of each company or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, the acts or deeds done by the directors, officers or 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 exists only to the extent that (i) the directors, officers or representatives were substantially successful on the merits in their defense of the action, suit, application or legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of each company, (ii) they did not place themselves in a position of conflict of interest between their personal interest and that of the company, and (iii), in the case of an action, suit, application or 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 company is also required to assume these liabilities in respect of any person who acts or acted at its request as a director, officer or representative of another legal entity of which the company is or was a shareholder or a creditor and the indemnity inures to the benefit of the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the indemnified directors, officers and representatives.

        Under each company's by-laws, the company may purchase and maintain insurance for the benefit of its directors, officers, representatives, and their predecessors as well as of their heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants covering any liability incurred by them by reason of their acting or having acted as a director, officer or representative of the company or, at the request of the company, another legal entity of which the company is or was a shareholder or a creditor. However, this insurance may not cover liability arising from the failure of the insured to act prudently, diligently, honestly and faithfully in the best interests of the company, or liability arising from a fault or gross negligence or from a personal offense severable from the discharge of their duties or the liability arising from the fact that the insured may have placed themselves in a position of conflict of interest between their personal interest and that of the company.

6265642 Canada Inc.

Applicable Laws of Canada

        See the discussion of applicable provisions of Canadian federal law above under Cascades Fine Papers Group Inc.

By-Laws

        6265642 Canada Inc.'s bylaws provide that, subject to applicable law, the corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or

II-13

another individual who acts or acted at the corporation's request as a director or officer, or an 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, 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. The corporation may advance the necessary moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to previously. 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.

        The corporation may also indemnify such persons in such other circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

        Subject to the bylaws and applicable law, the corporation may purchase liability insurance for these persons.

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Item 21. Exhibits and Financial Statements Schedules.

Exhibit Number	Description of Exhibit (and document from 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	(E	)
3.2	By-laws of Cascades Inc., as amended	(C	)
3.3	Certificate of Incorporation of 6265642 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 1, 2004	(F	)
3.4	By-laws of 6265642 Canada Inc., as amended	(F	)
3.5	Certificate of Incorporation of Cascades Auburn Fiber Inc. filed with the Secretary of State of Delaware on May 28, 1998 (together with amendments thereto)	(C	)
3.6	By-laws of Cascades Auburn Fiber Inc., as amended	(C	)
3.7	Certificate of Incorporation of Cascades Boxboard Group Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2000 (together with amendments thereto)	(C	)
3.8	By-laws of Cascades Boxboard Group Inc., as amended	(C	)
3.9	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)	(C	)
3.10	By-laws of Cascades Boxboard U.S., Inc., as amended	(C	)
3.11	Articles of Amalgamation of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2003	(F	)
3.12	By-laws of Cascades Canada Inc.	(F	)
3.13	Certificate of Formation of Cascades Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004	(F	)
3.14	Limited Liability Company Operating Agreement of Cascades Delaware LLC	(F	)
3.15	Certificate of Incorporation of Cascades Diamond, Inc. filed with the Massachusetts Secretary of State on March 31, 1989 (together with amendments thereto)	(C	)
3.16	By-laws of Cascades Diamond, Inc., as amended	(C	)
3.17	Certificate of Incorporation of Cascades Fine Papers Group (Sales) Inc. filed with the Secretary of State of Delaware on January 5, 1989 (together with amendments thereto)	(C	)
3.18	By-laws of Cascades Fine Papers Group (Sales) Inc., as amended	(C	)
3.19	Certificate of Merger of Cascades Fine Papers Group (USA) Inc. filed with the Secretary of State of New York on May 26, 2004 (together with amendments thereto)	(F	)
3.20	By-laws of Cascades Fine Papers Group (USA) Inc., as amended	(F	)
3.21	Certificate of Incorporation of Cascades Fine Papers Group Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2000 (together with amendments thereto)	(C	)
3.22	By-laws of Cascades Fine Papers Group Inc., as amended	(C	)

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3.23	Certificate of Incorporation of Cascades Fine Papers Group Thunder Bay Inc. filed with the Director General, Corporations Directorate of Industry Canada on October 30, 1997 (together with amendments thereto)	(C	)
3.24	By-laws of Cascades Fine Papers Group Thunder Bay Inc., as amended	(C	)
3.25	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)	(C	)
3.26	By-laws of Cascades Moulded Pulp, Inc., as amended	(C	)
3.27	Certificate of Incorporation of Cascades Nova Scotia Company filed with the Registrar of Joint Stock Companies on March 25, 2004	(F	)
3.28	Articles of Association of Cascades Nova Scotia Company	(F	)
3.29	Certificate of Incorporation of Cascades Plastics Inc. filed with the Secretary of State of Delaware on January 12, 2000 (together with amendments thereto)	(C	)
3.30	By-laws of Cascades Plastics Inc., as amended	(C	)
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)	(D	)
3.32	By-laws of Cascades Tissue Group—Arizona Inc., as amended	(C	)
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)	(C	)
3.34	By-laws of Cascades Tissue Group—IFC Disposables Inc., as amended	(C	)
3.35	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)	(C	)
3.36	By-laws of Cascades Tissue Group—New York Inc., as amended	(C	)
3.37	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)	(C	)
3.38	By-laws of Cascades Tissue Group—North Carolina Inc., as amended	(C	)
3.39	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)	(C	)
3.40	By-laws of Cascades Tissue Group—Oregon Inc., as amended	(C	)
3.41	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)	(C	)
3.42	By-laws of Cascades Tissue Group—Pennsylvania Inc., as amended	(C	)
3.43	Certificate of Amendment of Cascades Tissue Group—Pickering Inc. filed with the Director General, Corporations Directorate of Industry Canada on April 1, 2005 (together with amendments thereto)	(F	)
3.44	By-laws of Cascades Tissue Group—Pickering Inc., as amended	(F	)

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3.45	Certificate of Incorporation of Cascades Tissue Group—Sales Inc. filed with the Secretary of State of Delaware on June 21, 2004	(F	)
3.46	By-laws of Cascades Tissue Group—Sales Inc.	(F	)
3.47	Certificate of Incorporation of Cascades Tissue Group—Tennessee Inc. filed with the Secretary of State of Delaware on February 4, 2003	(F	)
3.48	By-laws of Cascades Tissue Group—Tennessee Inc.	(F	)
3.49	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)	(C	)
3.50	By-laws of Cascades Tissue Group—Wisconsin Inc., as amended	(C	)
3.51	Certificate of Incorporation of Cascades Transport Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 19, 2003	(F	)
3.52	By-laws of Cascades Transport Inc.	(F	)
3.53	Certificate of Incorporation of Cascades USA Inc. filed with the Secretary of State of Delaware on November 25, 2003	(F	)
3.54	By-laws of Cascades USA Inc.	(F	)
3.55	Articles of Amalgamation of Conference Cup Ltd. filed with Ontario, Canada on June 30, 1991 (together with the amendments thereto)	(F	)
3.56	By-laws of Conference Cup Ltd.	(F	)
3.57	Certificate of Incorporation of Dopaco, Inc. filed with the Secretary of the Commonwealth of Pennsylvania on July 9, 1979 (together with amendments thereto)	(F	)
3.58	By-laws of Dopaco, Inc. (as amended)	(F	)
3.59	Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on March 24, 1980	(F	)
3.60	By-Laws of Dopaco Canada, Inc.	(F	)
3.61	Certificate of Limited Partnership of Dopaco Limited Partnership filed with the Secretary of State of Delaware on February 12, 1997	(F	)
3.62	Limited Partnership Agreement of Dopaco Limited Partnership	(F	)
3.63	Certificate of Formation of Dopaco Pacific LLC filed with the Secretary of State of Delaware on February 12, 1997	(F	)
3.64	Limited Liability Company Agreement of Dopaco Pacific LLC	(F	)
3.65	Certificate of Articles of Amalgamation of Garven Incorporated filed with Ontario, Canada on January 10, 2001	(F	)
3.66	By-laws of Garven Incorporated, as amended	(F	)
3.67	Certificate of Incorporation of Kingsey Falls Investments Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 5, 2004	(F	)
3.68	By-laws of Kingsey Falls Investments Inc.	(F	)

II-17

3.69	Certificate of Amendment of Rabotage Lemay Inc. filed with the Registraire des entreprises of Québec on April 13, 2005	(F	)
3.70	By-laws of Rabotage Lemay Inc., as amended	(F	)
3.71	Certificate of Amendment of Scierie Lemay Inc. filed with the Registraire des entreprises of Québec on April 13, 2005	(F	)
3.72	By-laws of Scierie Lemay Inc., as amended	(F	)
3.73	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)	(F	)
3.74	By-laws of W.H. Smith Paper Corporation, as amended	(F	)
3.75	Certificate of Incorporation of 3815285 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on October 1, 2000 (together with amendments thereto)	(C	)
3.76	By-laws of 3815285 Canada Inc., as amended	(C	)
3.77	Certificate of Incorporation of 3815315 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on October 1, 2000 (together with amendments thereto)	(C	)
3.78	By-laws of 3815315 Canada Inc., as amended	(C	)
4.1	Indenture, dated as of February 5, 2003, between Cascades Inc., the Subsidiary Guarantors named therein and The Bank of New York, as trustee	(B	)
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, as Trustee	(C	)
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, as Trustee	(E	)
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, as Trustee	(E	)
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, as Trustee	(E	)
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, as Trustee	(E	)

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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, as Trustee	(E	)
4.8	Registration Rights Agreement, dated as of December 2, 2004, between Cascades Inc., the Subsidiary Guarantors named therein, Citigroup Global Markets Inc., CIBC World Markets Corp. and Scotia Capital (USA) Inc.	(G	)
4.9	Form of Initial Notes (included in Exhibit 4.1)	(B	)
4.10	Form of Exchange Notes (including in Exhibit 4.1)	(B	)
5.1	Legal Opinion of Jones Day	(F	)
5.2	Legal Opinion of Fraser Milner Casgrain LLP	(F	)
5.3	Legal Opinion of Goulston & Storrs, PC	(F	)
5.4	Legal Opinion of Manning, Fulton & Skinner P.A.	(F	)
5.5	Legal Opinion of Bass, Berry & Sims PLC	(F	)
5.6	Legal Opinion of Stewart McKelvey Stirlings Scales
10.1	Shareholders Agreement, effective May 2, 1997, among Edward P. Fitts, Jr., individually and as voting trustee, Paperboard U.S. Holdings Inc., Paperboard Industries Corporation and Cascades Boxboard Group Inc. (formerly known as Paperboard Industries International Inc.) and Dopaco, Inc.	(C	)
10.2	Shareholders Agreement, dated December 30, 1997, among Cascades Inc., Domtar Inc. and Norampac Inc.	(A	)
10.3	Management Agreement, dated December 30, 1997, between Norampac Inc. and Cascades Inc.	(A	)
10.4	Non-Competition Agreement, dated as of December 30, 1997, among Cascades Inc., Domtar Inc. and Norampac Inc.	(A	)
10.5	Amended and Restated Shareholders Agreement, dated May 1, 1998, between Sonoco Products Company, Wisenberg U.S. Inc., Group Conversion Cascades Inc., Cascades Inc., Cascades Sonoco, Inc. and Cascades Conversion Inc.	(C	)
10.6	Indenture, dated as of May 28, 2003, among Norampac Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee	(C	)
10.7	Credit Agreement, dated as of May 28, 2003 among Norampac Inc., Norampac Holding US Inc., Norampac Avot Vallée S.A., Canadian Imperial Bank of Commerce, as agent, the financial institutions named therein, as lenders, Canadian Imperial Bank of Commerce, as lead arranger and bookrunner, National Bank of Canada and The Bank of Nova Scotia, as co-arrangers and co-syndication agents, and Deutsche Bank AG, as co-arranger and documentation agent	(C	)
10.8	Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders.	(C	)

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10.9	First Amendment, dated March 31, 2003, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders	(E	)
10.10	Second Amendment, dated December 17, 2003, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders	(E	)
10.11	Third Amendment Agreement, dated January 23, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders	(E	)
10.12	Fourth Amendment, dated March 26, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders	(E	)
10.13	Fifth Amendment, dated December 27, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders	(E	)
10.14	Cascades Group Retirement Savings Plan, dated January 1, 2003 (established May 1, 1982)	(C	)
10.15	Pension Plan for the Salaried Employees of Cascades Tissue Group Inc., dated June 1, 1990 (established January 1, 1965) (English summary of French document)	(C	)
10.16	Unified Pension Plan for Salaried Employees of Cascades Boxboard Group Inc., dated April 1, 2001 (established January 1, 1991)	(C	)
10.17	Supplemental Pension Plan for the Employees of Cascades Fine Papers Group Inc., dated January 1, 1998 (established July 1, 1953) (English summary of French document)	(C	)
10.18	Cascades Inc. Stock Option Plan, dated December 15, 1998	(C	)
12.1	Statement re: Computation of Ratios	(F	)
21.1	Subsidiaries of Cascades Inc.	(G	)
23.1	Consent of Independent Accountants	(F	)
23.2	Consent of Jones Day (included in Exhibit 5.1)	(F	)
23.3	Consent of Fraser Milner Casgrain LLP (included in Exhibit 5.2)	(F	)
23.4	Consent of Goulston & Storrs, PC (included in Exhibit 5.3)	(F	)

II-20

23.5	Consent of Manning, Fulton & Skinner P.A. (included in exhibit 5.4)	(F	)
23.6	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.5)	(F	)
23.7	Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.6)
24.1	Powers of Attorney	(G	)
25.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1	(G	)
99.1	Form of Letter of Transmittal	(F	)
99.2	Form of Notice of Guaranteed Delivery	(F	)
99.3	Form of Letter to DTC Participants	(F	)
99.4	Form of Letter to Clients	(F	)
99.5	Form of Instructions to Book-Entry Transfer Participants	(F	)

(A)

Previously filed as an exhibit to Norampac Inc.'s Registration Statement on Form F-4 (Reg. No. 333-8550), filed on June 12, 1998 and incorporated herein by reference.

(B)

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.

(C)

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.

(D)

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.

(E)

Previous filed as an exhibit to Cascades Inc.'s Form 40-F, filed on March 24, 2005 and incorporated herein by reference.

(F)

Filed herewith.

(G)

Previously filed.

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

II-21

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 8A of Form 20-F at the start of any delayed offering or throughout a continuous offering.



(5)

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.



(6)

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, and to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        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.

II-22

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 June 6, 2005.

CASCADES INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Vice President, Legal Affairs and Corporate Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President, Chief Executive Officer and Director (Principal Executive Officer)
* Christian Dubé	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
* Bernard Lemaire	Director
* Laurent Lemaire	Director
* Paul R. Bannerman	Director
* Robert Chevrier	Director

II-23

* André Desaulniers	Director
* Michel Desbiens	Director
* James B. C. Doak	Director
* Louis Garneau	Director
* Sylvie Lemaire	Director
* David McAusland	Director
* Martin P. Pelletier	Director
* Laurent Verreault	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Auburn Fiber 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 June 6, 2005.

CASCADES AUBURN FIBER INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Allan Hogg	Director
* Jean P. Breault	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Boxboard Group 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 June 6, 2005.

CASCADES BOXBOARD GROUP, INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Éric Laflamme	President and Director (Principal Executive, Financial and Accounting Officer)
* Laurent Lemaire	Director

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Boxboard U.S., 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 June 6, 2005.

CASCADES BOXBOARD U.S., INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Èric Laflamme	President and Director (Principal Executive, Financial and Accounting Officer)
* Laurent Lemaire	Director

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Canada 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 June 6, 2005.

CASCADES CANADA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President, Chief Executive Officer and Director (Principal Executive Officer)
* Christian Dubé	Vice-President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
* Laurent Lemaire	President, Chief Executive Officer, Boxboard Group and Director
* Robert F. Hall	Director

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Delaware LLC 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 June 6, 2005.

CASCADES DELAWARE LLC
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Member (Principal Executive Officer)
* Guy Prenevost	Treasurer and Member (Principal Financial and Accounting Officer)
* Jean P. Breault	Member
* Allan Hogg	Member
* Nathalie Théberge	Member

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Diamond, 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 June 6, 2005.

CASCADES DIAMOND, INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Mario Plourde	President and Director (Principal Executive Officer)
* Robert F. Hall	Treasurer and Director (Principal Financial and Accounting Officer)

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Fine Papers Group (Sales) 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 June 6, 2005.

CASCADES FINE PAPERS GROUP (SALES) INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:	/s/  ROBERT F. HALL
	Robert F. Hall Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Fine Papers Group (USA) 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 June 6, 2005.

CASCADES FINE PAPERS GROUP (USA) INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Fine Papers Group 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 June 6, 2005.

CASCADES FINE PAPERS GROUP INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Corporate Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Denis Jean	President, Chief Executive Officer and Director (Principal Executive Officer)
* Guy Duplessis	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Alain Lemaire	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Fine Papers Group Thunder Bay 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 June 6, 2005.

CASCADES FINE PAPERS GROUP THUNDER BAY INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Denis Jean	President and Director (Principal Executive Officer)
* Guy Duplessis	Treasurer (Principal Financial and Accounting Officer)
* Alain Lemaire	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Moulded Pulp, 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 June 6, 2005.

CASCADES MOULDED PULP, INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
*
Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Nova Scotia Company 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 June 6, 2005.

CASCADES NOVA SCOTIA COMPANY
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President and Director (Principal Executive Officer)
* Allan Hogg	Treasurer and Director (Principal Financial and Accounting Officer)
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Plastics 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 June 6, 2005.

CASCADES PLASTICS INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Arizona 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 June 6, 2005.

CASCADES TISSUE GROUP—ARIZONA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—IFC Disposables 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 June 6, 2005.

CASCADES TISSUE GROUP—IFC DISPOSABLES INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Robert Briggs	President (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director
* Gary A. Hayden	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—New York 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 June 6, 2005.

CASCADES TISSUE GROUP—NEW YORK INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—North Carolina 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 June 6, 2005.

CASCADES TISSUE GROUP—NORTH CAROLINA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Oregon 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 June 6, 2005.

CASCADES TISSUE GROUP—OREGON INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Pennsylvania 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 June 6, 2005.

CASCADES TISSUE GROUP—PENNSYLVANIA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Pickering 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 June 6, 2005.

CASCADES TISSUE GROUP—PICKERING INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Suzanne Blanchet	President and Director (Principal Executive Officer)
* Yvon Jacques	Corporate Vice-President and Director (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Alain Lemaire	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Sales 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 June 6, 2005.

CASCADES TISSUE GROUP—SALES INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Tennessee 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 June 6, 2005.

CASCADES TISSUE GROUP—TENNESSEE INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Tissue Group—Wisconsin 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 June 6, 2005.

CASCADES TISSUE GROUP—WISCONSIN INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades Transport 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 June 6, 2005.

CASCADES TRANSPORT INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President, and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
* Alain Ducharme	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades USA 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 June 6, 2005.

CASCADES USA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Jean P. Breault	Director
* Allan Hogg	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act, Conference Cup Ltd. 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 June 6, 2005.

CONFERENCE CUP LTD.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Edward P. Fitts	President (Principal Executive Officer)
* Richard J. Scanlan	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Éric Laflamme	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act, Dopaco, 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 June 6, 2005.

DOPACO, INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Edward P. Fitts	Chief Executive Officer (Principal Executive Officer)
* Richard J. Scanlan	Vice-President Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Éric Laflamme	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act, Dopaco Canada, 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 June 6, 2005.

DOPACO CANADA, INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Edward P. Fitts	President (Principal Executive Officer)
* Richard J. Scanlan	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Éric Laflamme	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act, Dopaco Limited Partnership 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 June 6, 2005.

DOPACO LIMITED PARTNERSHIP
By:	DOPACO PACIFIC LLC     Its General Partner
	By:	/s/  LOIS A. MEETH Lois A. Meeth Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Laurent Lemaire	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership
* Éric Laflamme	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership
* Robert F. Hall	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act, Dopaco Pacific LLC 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 June 6, 2005.

DOPACO PACIFIC LLC
By:	/s/  LOIS A. MEETH Lois A. Meeth Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Edward P. Fitts	Chief Executive Office (Principal Executive Officer)
* Richard J. Scanlan	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC
* Éric Laflamme	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC
* Robert F. Hall	Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act, Garven Incorporated 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 June 6, 2005.

GARVEN INCORPORATED
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Edward P. Fitts	President (Principal Executive Officer)
* Richard J. Scanlan	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Éric Laflamme	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act, Kingsey Falls Investments 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 June 6, 2005.

KINGSEY FALLS INVESTMENTS INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President and Director (Principal Executive Officer)
* Allan Hogg	Treasurer (Principal Financial and Accounting Officer)
* Christian Dubé	Director
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act, Rabotage Lemay 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 June 6, 2005.

RABOTAGE LEMAY INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Éric Laflamme	President and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
* Miranda Melfi	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act, Scierie Lemay 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 June 6, 2005.

SCIERIE LEMAY INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Éric Laflamme	President and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
* Miranda Melfi	Vice President and Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act, W.H. Smith Paper Corporation 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 June 6, 2005.

W.H. SMITH PAPER CORPORATION
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Gary A. Hayden	President and Director (Principal Executive Officer)
* Guy Prenevost	Treasurer and Director (Principal Financial and Accounting Officer)
* Allan Hogg	Director
* Jean P. Breault	Director
* Nathalie Théberge	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act, 3815285 Canada 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 June 6, 2005.

3815285 CANADA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President and Director (Principal Executive Officer)
* Allan Hogg	Treasurer and Director (Principal Financial and Accounting Officer)
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act, 3815315 Canada 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 June 6, 2005.

3815315 CANADA INC.
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President and Director (Principal Executive Officer)
* Allan Hogg	Treasurer and Director (Principal Financial and Accounting Officer)
* Robert F. Hall	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act, 6265642 Canada 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 June 6, 2005.

6265642 CANADA INC.
By:	/s/  ROBERT F. HALL Robert F. Hall Secretary

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on June 6, 2005.

Signature	Title
* Alain Lemaire	President and Director (Principal Executive Officer)
* Allan Hogg	Treasurer (Principal Financial and Accounting Officer)
* Laurent Lemaire	Director
* Robert F. Hall	Director
* Christian Dubé	Director

*By:
/s/  ROBERT F. HALL Robert F. Hall
Pursuant to Powers of Attorney filed herewith or
previously with the Securities and Exchange Commission

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act, Cascades USA Inc. certifies that it is the duly authorized United States representative of each registrant not incorporated in the United States and 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 June 6, 2005.

CASCADES USA INC. Authorized Representative in the United States
By:	/s/  NATHALIE THÉBERGE Nathalie Théberge Assistant Secretary

II-63

LIST OF EXHIBITS

Exhibit Number	Description of Exhibit
3.3	Certificate of Incorporation of 6265642 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 1, 2004
3.4	By-laws of 6265642 Canada Inc., as amended
3.11	Articles of Amalgamation of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2003
3.12	By-laws of Cascades Canada Inc.
3.13	Certificate of Formation of Cascades Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004
3.14	Limited Liability Company Operating Agreement of Cascades Delaware LLC
3.19	Certificate of Incorporation of Cascades Fine Papers Group (USA) Inc. filed with the Secretary of State of New York on May 26, 2004 (together with amendments thereto)
3.20	By-laws of Cascades Fine Papers Group (USA) Inc., as amended
3.27	Certificate of Incorporation of Cascades Nova Scotia Company filed with the Registrar of Joint Stock Companies on March 25, 2004
3.28	Articles of Association of Cascades Nova Scotia Company
3.43	Certificate of Amendment of Cascades Tissue Group—Pickering Inc. filed with the Director General, Corporations Directorate of Industry Canada on April 1, 2005 (together with amendments thereto)
3.44	By-laws of Cascades Tissue Group—Pickering Inc., as amended
3.45	Certificate of Incorporation of Cascades Tissue Group—Sales Inc. filed with the Secretary of State of Delaware on June 21, 2004
3.46	By-laws of Cascades Tissue Group—Sales Inc.
3.47	Certificate of Incorporation of Cascades Tissue Group—Tennessee Inc. filed with the Secretary of State of Delaware on February 4, 2003
3.48	By-laws of Cascades Tissue Group—Tennessee Inc
3.51	Certificate of Incorporation of Cascades Transport Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 19, 2003
3.52	By-laws of Cascades Transport Inc.
3.53	Certificate of Incorporation of Cascades USA Inc. filed with the Secretary of State of Delaware on November 25, 2003
3.54	By-laws of Cascades USA Inc.
3.55	Articles of Amalgamation of Conference Cup Ltd. filed with Ontario, Canada on June 30, 1991 (together with the amendments thereto)
3.56	By-laws of Conference Cup Ltd.

II-64

3.57	Certificate of Incorporation of Dopaco, Inc. filed with the Secretary of the Commonwealth of Pennsylvania on July 9, 1979 (together with amendments thereto)
3.58	By-laws of Dopaco, Inc. (as amended)
3.59	Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on March 24, 1980
3.60	By-Laws of Dopaco Canada, Inc.
3.61	Certificate of Limited Partnership of Dopaco Limited Partnership filed with the Secretary of State of Delaware on February 12, 1997
3.62	Limited Partnership Agreement of Dopaco Limited Partnership
3.63	Certificate of Formation of Dopaco Pacific LLC filed with the Secretary of State of Delaware on February 12, 1997
3.64	Limited Liability Company Agreement of Dopaco Pacific LLC
3.65	Certificate of Articles of Amalgamation of Garven Incorporated filed with Ontario, Canada on January 10, 2001
3.66	By-laws of Garven Incorporated, as amended
3.67	Certificate of Incorporation of Kingsey Falls Investments Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 5, 2004
3.68	By-laws of Kingsey Falls Investments Inc.
3.69	Certificate of Amendment of Rabotage Lemay Inc. filed with the Registraire des enterprises of Québec on April 13, 2005
3.70	By-laws of Rabotage Lemay Inc., as amended
3.71	Certificate of Amendment of Scierie Lemay Inc. filed with the Registraire des enterprises of Québec on April 13, 2005
3.72	By-laws of Scierie Lemay Inc., as amended
3.73	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)
3.74	By-laws of W.H. Smith Paper Corporation, as amended
5.1	Legal Opinion of Jones Day
5.2	Legal Opinion of Fraser Milner Casgrain LLP
5.3	Legal Opinion of Goulston & Storrs, PC
5.4	Legal Opinion of Manning, Fulton & Skinner P.A.
5.5	Legal Opinion of Bass, Berry & Sims PLC
5.6	Legal Opinion of Stewart McKelvey Stirlings Scales
12.1	Statement re: Computation of Ratios
23.1	Consent of Independent Accountants
23.2	Consent of Jones Day (included in Exhibit 5.1)

II-65

23.3	Consent of Fraser Milner Casgrain LLP (included in Exhibit 5.2)
23.4	Consent of Goulston & Storrs, PC (included in Exhibit 5.3)
23.5	Consent of Manning, Fulton & Skinner P.A. (included in exhibit 5.4)
23.6	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.5)
23.7	Consent of Stewart McKelvey Stirlings Scales (included in Exhibit 5.6)
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to DTC Participants
99.4	Form of Letter to Clients
99.5	Form of Instructions to Book-Entry Transfer Participants

II-66

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THE EXCHANGE NOTES
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
RISK FACTORS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
EXCHANGE RATE DATA AND EXCHANGE CONTROLS
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS
BUSINESS
MANAGEMENT
Directors and Executive Officers
Summary Compensation Table
Options Grants In Last Fiscal Year
Aggregated Options Exercised In Last Fiscal Year And Fiscal Year End Options Values
PRINCIPAL SHAREHOLDERS
RELATED PARTY TRANSACTIONS AND OTHER MATERIAL CONTRACTS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF NOTES
REGISTRATION RIGHTS FOR OUTSTANDING RESTRICTED NOTES
NOTICE TO CANADIAN INVESTORS
IMPORTANT U.S. AND CANADIAN TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
ENFORCEABILITY OF CIVIL LIABILITIES
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences
Cascades Inc. Consolidated Balance Sheets As at December 31, 2004 and 2003 (in millions of Canadian dollars)
Cascades Inc. Consolidated Statements of Retained Earnings For the three-year period ended December 31, 2004 (in millions of Canadian dollars)
Cascades Inc. Consolidated Statements of Earnings For the three-year period ended December 31, 2004 (in millions of Canadian dollars)
Cascades Inc. Consolidated Statements of Cash Flows For the three-year period ended December 31, 2004 (in millions of Canadian dollars)
Cascades Inc. Segmented Information For the three-year period ended December 31, 2004 (in millions of Canadian dollars)
Cascades Inc. Segmented Information (Continued) For the three-year period ended December 31, 2004 (in millions of Canadian dollars) (Continued)
Cascades Inc. Segmented Information (Continued) For the three-year period ended December 31, 2004 (in millions of Canadian dollars) (Continued)
Segmented Information (Continued) For the three-year period ended December 31, 2004 (in millions of Canadian dollars) (Continued)
Cascades Inc. Segmented Information (Continued) For the three-year period ended December 31, 2004 (in millions of Canadian dollars) (Continued)
Cascades Inc. Notes to Consolidated Financial Statements For the three-year period ended December 31, 2004 (tabular amounts in millions of Canadian dollars, except per share amounts)
Cascades Inc. Consolidated Balance Sheet as of March 31, 2005 (in millions of Canadian dollars)
Cascades Inc. Unaudited Consolidated Statements of Retained Earnings for the three months ended March 31, 2005 and 2004 (in millions of Canadian dollars)
Cascades Inc. Unaudited Consolidated Statements of Earnings for the three months ended March 31, 2005 and 2004 (in millions of Canadian dollars, except per share amounts)
Cascades Inc. Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (in millions of Canadian dollars)
Cascades Inc. Notes to Unaudited Interim Consolidated Financial Statements for the three months ended March 31, 2005 and 2004 (tabular amounts in millions of Canadian dollars)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
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LIST OF EXHIBITS

EX-3.3

Exhibit 3.3

Industry Canada

Certificate
of Incorporation

Canada Business
Corporations Act

6265642 CANADA INC.		626564-2
Name of corporation	Corporation number

I hereby certify that the above-named corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
	August 1, 2004
Director	Date of Incorporation

Industry Canada		ELECTRONIC TRANSACTION REPORT ARTICLES OF INCORPORATION (SECTION 6)
	Canada Business Corporations Act

Processing Type

1.	Name of Corporation
	6265642 CANADA INC.
2.	The province or territory in Canada where the registered office is to be situated
	QC
3.	The classes and any maximum number of shares that the corporation is authorized to issue
	The annexed Schedule 1 is incorporated in this form.
4.	Restrictions, if any, on share transfers
	The annexed Schedule 2 is incorporated in this form.
5.	Number (or minimum and maximum number) of directors
	Minimum: 1           Maximum: 10
6.	Restrictions, if any, on business the corporation may carry on
	The annexed Schedule 3 is incorporated in this form.
7.	Other provisions, if any
	The annexed Schedule 4 is incorporated in this form.
8.	Incorporators

Name(s)	Address (including postal code)	Signature
INTELTEX INCORPORATORS INC.	651 NOTRE-DAME STREET WEST, 3RD FLOOR, MONTREAL, QUEBEC, CANADA, H3C 1J1	JAMES SMITH

SCHEDULE / ANNEXE 1

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 or 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 he 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” COMMON 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 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 the shares of all other classes, 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

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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 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 mandatory-depositary, to the extent that the deceased is the shareholder and not the trustee, the agent or bailee or the mandatory-depositary.

(5) 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.

(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 all other classes, 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 per cent (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”, “E”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class “C” 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.

(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.

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(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 “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 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 “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 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.

(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 Class “A”, “B”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class “D” shares, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one per cent (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 Class “A”, “B”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class “C” and “D” shares, 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

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 shares 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 that 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.

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(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 the 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

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 at the time of their exchange for Class “E” 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 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.

(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”, “G”, “H” and “I” shares, but subsequent to the holders of Class “D” and “E” shares, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one per cent (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”, “G”, “H” and “I” shares, but subsequent to the holders of Class “C”, “D” and “E” shares, to payment of the “retraction value” with respect to the Class “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.

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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 she 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 for this consideration.

(b) Determination of the fair market value of the consideration

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, or, in the event of a retraction of all the shares, the Corporation and each former 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

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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”, “H” and “I” shares, but subsequent to the holders of Class “D”, “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 per cent (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.

(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”, “H” and “I” shares, but subsequent to the holders of Class “C”, “D”, “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 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 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, 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.

(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 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” and “I” shares, but subsequent to the holders of Class “C”, “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, as 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.

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(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 these shares, to the stated capital account 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 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” and “B” shares, but subsequent to the holders of Class “C”, “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.

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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 “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.

(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, successor, 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

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representatives, successors, assigns or rightful claimants of the deceased shareholder within the time frame specified above, the Corporation shall pay a first instalment 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 determined 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 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 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 instalment 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

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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.  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 “I” 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 or 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.

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SCHEDULE / ANNEXE 2

RESTRICTIONS ON THE TRANSFER OF SHARES

CONSENT OF THE DIRECTORS OR OF THE SHAREHOLDERS

No share issued by the Corporation shall be transferred or assigned without the consent:

(a) either of a majority of the directors, which consent shall be evidenced by a resolution of the Board of Directors or by one (1) or more documents signed by a majority of the directors;

(b) or of a majority of the shareholders entitled to vote, which consent shall be evidenced by a resolution of these shareholders or by one (1) or more documents signed by a majority of these shareholders.

This consent, however, may validly be given after the transfer or assignment has been registered 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 / ANNEXE 3

Aucune limite imposeé

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SCHEDULE / ANNEXE 4

OTHER PROVISIONS

1.CLOSED COMPANY

The Corporation shall be a “closed company” as defined within the meaning of section 5 of the Securities Act (R.S.Q., c.V-1.1), and, as such:

a)  the number of shareholders of the Corporation shall be limited to fifty (50), exclusive of present or former employees of the Corporation or of a subsidiary; two (2) or more persons who jointly hold one (1) or more shares shall be counted as one (1) shareholder; and

b)  any invitation to the public to subscribe for any securities shall be prohibited.

2.BORROWING POWERS

In addition to the powers conferred by the articles, and without restricting the generality of the powers conferred upon the directors by section 189 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, the Directors, if they see 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.

3.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 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.

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EX-3.4

Exhibit 3.4

6265642 CANADA INC.

BY-LAW NUMBER 1
BEING THE GENERAL BY-LAW

TABLE OF CONTENTS

1.	SHAREHOLDERS
	1.1	Meetings
	1.2	Place of Meetings
	1.3	Notice of Meetings
	1.4	Quorum
	1.5	Proxies
	1.6	Voting
	1.7	Resolution in Lieu of a Meeting
2.	DIRECTORS
	2.1	Number and Quorum
	2.2	Qualifications
	2.3	Election and Term of Office
	2.4	Vacancies
	2.5	Consent to Be Elected or Appointed Director
	2.6	Meetings
	2.7	Voting
	2.8	Resolution in Lieu of a Meeting
	2.9	Removal and Disqualifications
	2.10	Remuneration
	2.11	Powers
	2.12	Duties
	2.13	Delegation of Powers
3.	OFFICERS
	3.1	Chairman of the Board
	3.2	President
	3.3	Vice-President
	3.4	Secretary
	3.5	Treasurer
	3.6	Other Officers
	3.7	Duties of Officers
4.	DISCLOSURE OF INTEREST
	4.1	Duty of Disclosure
	4.2	Disclosure by a Director
	4.3	Voting
	4.4	Disclosure by an Officer

	4.5	Continuing Disclosure
	4.6	Effect of the Disclosure
5.	INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
	5.1	Indemnification
	5.2	Advance of Costs
	5.3	Other Circumstances
	5.4	Insurance
6.	AUDITORS
7.	SHARE CERTIFICATES AND TRANSFERS
	7.1	Share Certificates
	7.2	Lost Certificates
	7.3	Transfer of Shares
	7.4	Registered Holder
	7.5	Allotment of Shares
8.	ACCESS TO THE BOOKS AND RECORDS
9.	FINANCIAL YEAR
10.	REGISTERED OFFICE
11.	EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
12.	BANKING ARRANGEMENTS
13.	BY-LAWS
14.	PRECEDENCE
15.	NOTICES

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6265642 CANADA INC.


BY-LAW NUMBER 1
BEING THE GENERAL BY-LAW

1.SHAREHOLDERS

1.1Meetings

The directors of the corporation shall call an annual meeting of shareholders not later than eighteen months after the corporation 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 end.

Any person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, 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 to be present at that meeting.  A meeting of shareholders may be held entirely by telephonic, electronic or other communication facility if the requirements listed previously are met.

A special meeting of shareholders may be called at any time by the directors or upon the written request of shareholders holding at least 5% of the issued and outstanding shares of the capital stock of the corporation carrying voting rights at such time.

1.2Place of Meetings

Meetings of shareholders shall be held at the place that the directors determine.  A meeting of shareholders may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

1.3Notice of Meetings

Notice in writing of the date, time and place of any meeting of shareholders shall be given by the secretary of the corporation to each shareholder entitled to vote at such meeting, to each director and, if any, to the auditors of the corporation.  The notice is sent between the fiftieth and the twenty-first day before the meeting.  The failure or omission to give such notice of any meeting to any shareholder shall not invalidate any resolution passed or business transacted at such meeting.

The notice of any meeting shall state generally the nature of the business to be transacted thereat and contain the text of any special resolution to be submitted.  No business

shall be transacted at such meeting unless the same shall have been referred to in the said notice.  Meetings of shareholders may be held without notice if:  (1) all shareholders, in person or represented by proxy, all directors and the auditors of the corporation are present or (2) if those persons who are absent sign a written waiver of notice of the time, place and purpose of such meeting.

1.4Quorum

A quorum is present at a meeting of shareholders if the holders of more than 50 % of the shares carrying voting rights are present in person or represented by proxy.

If there is no such quorum present, a majority of the shareholders so present or represented by proxy may adjourn the meeting, without notice other than an announcement at the meeting, until a quorum is reached.  At 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 called.

1.5Proxies

Proxies must be deposited with the secretary of the corporation at such time previous to the meeting, not exceeding forty-eight hours excluding Saturdays and holidays, as may be determined by the directors or specified in the notice calling the meeting.

1.6Voting

All resolutions at meetings of shareholders shall be adopted by a majority in number of the votes cast by the shareholders entitled to vote at such meeting present either in person or by proxy.  In case the number of votes is equal, the chairman of the meeting shall not have an additional deciding or casting vote.

1.7Resolution in Lieu of a Meeting

Subject to the provisions of the Act, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting.

2.DIRECTORS

2.1Number and Quorum

The number of directors shall be fixed between the minimum and maximum numbers of directors specified in the articles, at least 25% of whom must be resident Canadians.  However, if the corporation has less than four directors, at least one director must be a resident Canadian.

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The directors may fix the number of directors within such limits.  Failing such a decision, the number of directors of the corporation shall be the number of directors elected by the shareholders having the right to vote.

Also, the directors are entitled to establish the quorum.  Until fixed as aforesaid, a majority of the directors shall constitute a quorum at any meeting of the board of directors.

The directors shall not transact business at a meeting unless twenty-five per cent of the directors present are resident Canadians, except where:  (1) a resident Canadian director who is unable be to present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting and (2) the required number of resident Canadians would have been present had that director been present at the meeting.

2.2Qualifications

The following persons are disqualified from being a director of the corporation:

2.2.1Anyone who is less than eighteen years of age;

2.2.2Anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;

2.2.3A person who is not an individual; or

2.2.4A person who has the status of bankrupt.

2.3Election and Term of Office

The directors shall be elected by the shareholders:  (1) at the first meeting of shareholders of the corporation and (2) thereafter at each succeeding annual meeting of shareholders to hold office for a term not exceeding three years.

The election shall be by ballot if any shareholder present at the meeting so demands.

2.4Vacancies

In case of the death or resignation of a director or his being unable to act as such or his becoming disqualified, the vacancy thereby created may be filled for the unexpired portion of his term by the remaining directors, if they form a quorum, or by the shareholders

2.5Consent to Be Elected or Appointed Director

An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless:

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2.5.1He was present at the meeting when the election or appointment took place and he did not refuse to hold office as a director;

2.5.2He was not present at the meeting when the election or appointment took place and he consented to hold office as a director in writing before the election or appointment or within ten days after it, or he has acted as a director pursuant to the election or appointment.

2.6Meetings

Meetings of the board of directors may be held at such time and place as the directors may determine.  Meetings may similarly be called by the president or by two directors on three days’ notice to each director either by letter or telecopier or in any other manner.  Meetings called by the president or the directors shall be held at such time and place as determined in the notice

Meetings of directors may be held at any time or place without notice if all the directors are present and consent to such meeting or if those directors who are absent waive notice in writing of the time, place and purpose of such meeting.

If all directors of the corporation consent thereto in writing, a director may participate in a meeting of directors by telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other.  A director participating in such manner is deemed to be present at that meeting.

2.7Voting

All questions at meetings of the directors shall be decided by a majority vote and each director shall have one vote.  In case the number of votes is equal, the chairman of the meetings shall not have an additional deciding or casting vote.

2.8Resolution in Lieu of a Meeting

A resolution in writing signed by all the directors entitled to vote on that resolution at a directors’ meeting is as valid as if it had been passed at a meeting.

2.9Removal and Disqualifications

Any director may be removed from office upon the vote of a majority of the voting shares represented at a meeting duly called for such purpose and may be replaced by the same meeting which so removes him.  The director so replacing him shall hold office only for the remainder of the term of office of the director he replaces.

A director ceases to hold office when:  (1) he dies or resigns, such resignation to be effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later, (2) he is removed by the shareholders or (3) he ceases to be qualified as such.

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2.10Remuneration

The directors shall be entitled to receive such remuneration as may be fixed by the board of directors.

2.11Powers

In addition to the general powers of management and the powers and authority expressly conferred upon them by the corporation’s by-laws, the directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by the Canada Business Corporations Act (the “Act”), deed of incorporation or by-laws of the corporation or unanimous shareholder agreement directed or required to be exercised or done by the shareholders of the corporation.

2.12Duties

Every director of the corporation must, in the exercise of his functions, act with honesty and good faith in the best interest of the corporation and with the care, diligence and skill of a reasonable person in comparable circumstances.

2.13Delegation of Powers

The directors may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee certain powers of the directors except those which under the Act may not be delegated.  The directors may think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the directors on their behalf and may revoke, withdraw, alter or vary all or any of such powers.

3.OFFICERS

The corporation shall have a president and a secretary and may have a chairman of the board, one or more vice-presidents, a treasurer and such other officers as the directors may determine.  A person may be the holder of any one or more of such offices, except the offices of president and vice-president.

All offices shall be held during the pleasure of the board of directors and all officers shall be subject to dismissal, with or without cause, by a resolution of the directors adopted at a meeting called for such purpose.

3.1Chairman of the Board

The directors may appoint a chairman of the board from among themselves.  The chairman of the board shall, if present, preside at all meetings of directors and meetings of shareholders.

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3.2President

The directors shall appoint a president.  Unless the chairman of the board is specifically appointed as such, the president shall be the chief executive officer of the corporation, shall exercise a general supervision over the affairs of the corporation.  In the absence of the chairman of the board, he shall preside at all meetings of shareholders and, if he is a director, meetings of directors.

3.3Vice-President

The directors may appoint one or more vice-presidents.  The vice-president shall exercise such rights and perform such duties as may be prescribed by the directors or by the president.

3.4Secretary

The directors shall appoint a secretary.  The secretary shall keep the corporate records of the corporation, give or cause to be given all required notices.  He shall have such other powers and duties as are usual to his office.  In addition, he shall perform such other duties as he may be directed to perform by the directors or by the president.

3.5Treasurer

The directors may appoint a treasurer.  The treasurer shall keep or cause to be kept complete and accurate books of account.  He shall have such other powers and duties as are usual to the office.  In addition, he shall perform such other duties as he may be directed to perform by the directors or by the president.

3.6Other Officers

The directors may create such other offices and appoint such persons to hold same as they deem necessary.

3.7Duties of Officers

Every officer of the corporation must, in the exercise of his functions, act with honesty and good faith in the best interest of the corporation and with the care, diligence and skill of a reasonable person in comparable circumstances.

4.DISCLOSURE OF INTEREST

4.1Duty of Disclosure

A director or officer of the corporation shall disclose to the corporation in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors the nature and extent of any interest in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer:  (1) is a

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party to the contract or the transaction, (2) is a director or officer or an individual acting in a similar capacity of a party to the contract or transaction or (3) has a material interest in a party to the contract or transaction.

4.2Disclosure by a Director

The disclosure of interest by a director shall be made at the meeting of directors at which the question of entering into the contract is first taken into consideration.  If the director was not at the time of the meeting referred to previously interested in the proposed contract or transaction, the disclosure shall be at the first meeting of directors held after he becomes so interested.  If the director becomes interested in a contract or transaction after it is made, the disclosure shall be made at the first meeting of directors held after the director becomes so interested.  If an individual who is interested in a contract or transaction later becomes a director, the disclosure shall be made at the first meeting after he becomes a director.

4.3Voting

A director required to make a disclosure of interest shall not be present for the vote or vote on any resolution to approve the contract or transaction unless the contract or transaction:  (1) relates primarily to his remuneration as a director, officer, employee or agent of the corporation or an affiliate (2) is for indemnity or insurance under section 124 of the Act or (3) is with an affiliate.

4.4Disclosure by an Officer

The disclosure of interest by an officer who is not a director shall be made immediately after he becomes aware that the contract, transaction or proposed contract or proposed transaction is to be considered or has been considered at a meeting.  If the officer becomes interested after a contract or transaction is made, the disclosure shall be made immediately after he becomes so interested.  If an individual who is interested in a contract or transaction later becomes an officer, the disclosure shall be made immediately after he becomes an officer.

4.5Continuing Disclosure

A general notice to the directors declaring that a director or an officer is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party is a sufficient declaration of interest in relation to the contract or transaction:  (1) he is a director or officer or acting in a similar capacity, of a party to the contract or transaction, or of a party who has a material interest in a party to the contract or transaction (2) he has a material interest in the party or (3) there has been a material change in the nature of the director’s or the officer’s interest in the party.

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4.6Effect of the Disclosure

A contract or transaction for which disclosure is required is not invalid, and the director or officer is not accountable to the corporation or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting that considered the contract or transaction, if:  (1) a disclosure of the interest was made in accordance with the provisions of the Act, (2) the directors approved the contract or transaction and (3) the contract or transaction was reasonable and fair to the corporation when it was approved.

5.INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

5.1Indemnification

Subject to the provisions of the Act, the corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an 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, 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.

5.2Advance of Costs

The corporation may advance the necessary moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to previously.

The individual shall repay the moneys if the individual does not fulfill the following conditions:

5.2.1He 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

5.2.2In 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.

5.3Other Circumstances

The corporation may also indemnify such persons in such other circumstances as the Act permits or requires.  Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

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5.4Insurance

Subject to the provisions of the Act, the corporation may purchase and maintain insurance for the benefit of an individual referred to above against any liability incurred by the 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 the individual acts or acted in that capacity at the corporation’s request.

6.AUDITORS

Unless all the shareholders of the corporation, including those not otherwise entitled to vote, resolve not to appoint auditors, auditors shall be appointed at the annual meeting of shareholders of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation.

7.SHARE CERTIFICATES AND TRANSFERS

7.1Share Certificates

Share certificates and other security certificates shall be in such form as may be determined by resolution of the directors and shall be authenticated in the manner and by the signature of such officer(s) as may be designated by the directors.

7.2Lost Certificates

Where the owner of a security claims that the certificate representing such security has been lost, destroyed or wrongfully taken, the corporation shall issue a new certificate in place of the original certificate if the owner:  (1) so requests before the corporation has been advised that the security has been acquired by a bona fide purchaser, (2) furnishes the corporation with sufficient indemnity bond and (3) satisfies any other reasonable requirement imposed by the corporation.

7.3Transfer of Shares

Shares of the capital stock of the corporation shall be transferable on the books of the corporation by the registered holder thereof in person or by his duly authorized attorney upon surrender for cancellation of a certificate or certificates for the same number of shares.  He shall attach to the certificate an assignment or power of transfer endorsed thereon, duly executed, and with such proof of the authenticity of the signature thereon as the corporation or its agent may reasonably require.

The directors may make such other rules and regulations dealing with the transfer of shares or other securities of the corporation, the surrendering and canceling of certificates and the closing of the transfer books as to them may appear expedient and necessary in the interest of the corporation.

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7.4Registered Holder

Unless otherwise expressly provided by law, the corporation shall be entitled to treat the registered holder of any share of capital stock or other security as the true owner thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or security.

7.5Allotment of Shares

Shares may be issued at such times and to such persons and for such consideration as the directors may determine.  A share shall not be issued until the consideration for the share is fully paid.

8.ACCESS TO THE BOOKS AND RECORDS

Subject to the provisions of the Act, the shareholders of the corporation are entitled to examine the following books and records of the corporation:

8.1.1The articles and the by-laws and any amendments thereto;

8.1.2Any unanimous shareholder agreement;

8.1.3The minutes of meetings and resolutions of shareholders;

8.1.4Copies of all notices of directors required by the Act; and

8.1.5The securities records indicating the names and the last known addresses of the persons who hold shares, the number of shares of each class held by those persons as well as the date and details of the issue and transfer of each share.

The shareholders of the corporation may examine the portion of any minutes of meetings of directors or of committees of directors that contain any of the disclosures referred to in section 4 hereof, and any other documents that contain those disclosures, during the usual business hours of the corporation.

9.FINANCIAL YEAR

The financial year of the corporation shall terminate on December 31 in each year or on such other date as the directors may determine by resolution.

10.REGISTERED OFFICE

The registered office of the corporation will be situated in the province of Canada indicated in its articles.  The corporation may, in addition to the foregoing, establish other offices, agencies or places of business in Canada or elsewhere as the directors may from time to time determine.

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11.EXECUTION OF CONTRACTS AND OTHER DOCUMENTS

All documents in the ordinary course of business of the corporation may be signed and executed by any officer or director on behalf of the corporation or by such person as may be determined by resolution of the directors.  All documents not in the ordinary course of business of the corporation shall be signed and executed on behalf of the corporation by such person as may be determined by resolution of the directors.

12.BANKING ARRANGEMENTS

The banking business of the corporation shall be transacted with such banks, trust companies or other financial institutions as the directors may authorize and all such banking business shall be transacted on the corporation’s behalf by such officers or other persons as the directors may designate and to the extent authorized.

13.BY-LAWS

The directors may by resolution make, repeal, amend or re-enact by-laws of the corporation.  The directors shall submit a by-law or an amendment or a repeal of a by-law to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

A by-law or an amendment or a repeal of a by-law is effective from the date of the resolution of the directors.  Where the by-law is confirmed or confirmed as amended by the shareholders, it continues in effect in the form in which it was so confirmed.  If a by-law, an amendment or a repeal of a by-law is rejected by the shareholders, it ceases to be effective.  A by-law, an amendment or a repeal ceases to be effective at the next meeting of shareholders if it is not submitted by the directors at that meeting.

No subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect as the by-law, amendment or repeal rejected by the shareholders or not submitted at the meeting of shareholders is effective until it is confirmed or confirmed as amended by the shareholders.

A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with the Act, make a proposal to make, amend or repeal a by-law.

14.PRECEDENCE

In case of contradiction between the Act, any unanimous shareholders’ agreement, the articles or the general by-law of the corporation, the Act prevails over the unanimous shareholders’ agreement, the articles and the general by-law; the unanimous shareholders’ agreement prevails over the articles and the general by-law; the articles prevail over the general by-law

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15.NOTICES

A notice or document required by the Act, the articles or the by-laws of the corporation to be sent to a shareholder or director of the corporation may be sent by prepaid mail addressed to, or may be delivered personally to:  (1) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent and (2) the director at the director’s last address as shown in the records of the corporation or in the last notice filed pursuant to the Act.

Such notice shall be deemed to be received the following day of its sending.

* * *

This by-law has been enacted by all the directors and confirmed by the sole shareholder of 6265642 Canada Inc., as required by the Canada Business Corporations Act, on August 1^st, 2004.

(S) Robert F. Hall	(S) Alain Lemaire
Robert F. Hall, secretary	Alain Lemaire, president

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6265642 CANADA INC.


BY-LAW NUMBER 2
BEING THE GENERAL BORROWING BY-LAW

1.The directors of the corporation may from time to time:

1.1Borrow money on the credit of the corporation;

1.2Issue, reissue, sell or pledge debt obligations of the corporation;

1.3Give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

1.4Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

2.The directors may by resolution delegate to a director, a committee of the board of directors or an officer of the corporation, the powers granted under paragraph 1.

The powers hereby conferred shall be and be deemed to be in supplement of and not in substitution for any powers possessed by the directors or officers of the corporation independently of this by-law.

* * *

This by-law has been enacted by all the Directors and confirmed by the sole shareholder of 6265642 Canada Inc., as required by the Canada Business Corporations Act, on August 1^st, 2004.

(S) Robert F. Hall	(S) Alain Lemaire
Robert F. Hall, Secretary	Alain Lemaire, President

EX-3.11

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Exhibit 3.11

[Logo] Industry Canada	Industrie Canada
Certificate of Amalgamation	Certificat de fusion
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions
CASCADES CANADA INC.	421194-4
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 don't les dénominations apparaissent dans les statuts de fusion ci-joints.
/s/	December 31, 2003 / le 31 décembre 2003
Director—Directeur	Date of Amalgamation—Date de fusion

Canada

Industry Canada
Canada Business
Corporations Act Industrie Canada
Loi canadienne sur les
sociétés par actions FORM 9
ARTICLES OF AMALGAMATION
(SECTION 185) FORMULE 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 situated	La province ou le territoire au Canada où est situé le siêge 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
	L'annexe 1 ci-jointe fait partie intégrante du présent formulaire.
4—	Restrictions, if any, on share transfers	Restrictions sur le transfert des actions, s'il y a lieu
	L'annexe 2 ci-jointe fait partie intégrante du présent formulaire.
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
	Aucune
7—	Other provisions, if any	Autres dispositions, s'il y a lieu
	L'annexe 3 ci-jointe fait partie intégrante du présent formulaire.
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 l'article ou le paragraphe de la Loi indiqué ci-apres.
		o    183 ý    184(1) o    184(2)

9—	Name of the amalgamating corporations Dénomination sociale des sociétés fusionnantes	Corporation No. No de la sociétés	Signature	Date	Title Titre
L'annexe 4 ci-jointe fait partie intégrante du présent formulaire.

For Departmental Use Only — À l'usage du ministère seulement Corporation No.
                                4211944 Filed — Déposée
Dec 31 2003 Canada

ANNEXE 4

9—Dénomination sociale des sociétés fusionnantes	No de la Société	Signature	Date	Titre	No de tél.
CASCADES GROUPE TISSU INC.	3848957	/s/	16.12.2003	Sec. adjoint	819-363-5116
4089235 CANADA INC.	4089235	/s/	16.12.2003	Sec. adjoint	819-363-5116
4089260 CANADA INC.	4089260	/s/	16.12.2003	Sec. adjoint	819-363-5116
4089278 CANADA INC.	4089278	/s/	16.12.2003	Sec. adjoint	819-363-5116
4089294 CANADA INC.	4089294	/s/	16.12.2003	Sec. adjoint	819-363-5116
6168175 CANADA INC.	6168175	/s/	16.12.2003	Sec. adjoint	819-363-5116
CASCADES ENVIROPAC INC.	1037056	/s/	16.12.2003	Président	819-262-5150
CASCADES INOPAK INC.	0862533	/s/	16.12.2003	Président	819-262-5150

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 and 1,000 class "D" shares, for an unlimited consideration.

1.     COMMON SHARES

        The common shares shall have the following rights, privileges and restrictions:

        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 per cent (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 of 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.    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.

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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, an annual preferential and non-cumulative dividend of a maximum of three and one quarter per cent (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 "A" shares shall be entitled, prior to the holders of the common and class "A" shares, to 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:

        (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.

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        (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

        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 per cent (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 "A" shares shall be entitled, prior to the holders of the common, class "A" and class "B" shares, to 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.

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        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.

        (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 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.

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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 "C" 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 per cent (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 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.

        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.

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        (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 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.

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" or "D" 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 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 instalment 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.

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        1.3    Partial Redemption.    If only part of the shareholder's issued and outstanding class "A", "B", "C" or "D" 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" or "D" 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" or "D" 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" or "D" 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" or "D" shares, this redemption shall be carried out proportionally to the number of issued and outstanding class "A", "B", "C" or "D" shares, regardless of fractional shares. If only part of the shareholder's issued and outstanding class "A", "B", "C" or "D" 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" or "D" 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" or "D" 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 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" or "D" 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" or "D" 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" or "D" 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 shares in the share capital of the corporation 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

1.

The number of shareholders of the corporation shall be limited to fifty, exclusive of present or former employees of the corporation; it being understood that two or more persons who jointly hold one or more shares shall be counted as one shareholder.

2.

Any invitation to the public to subscribe for any securities shall be prohibited.

3.

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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ANNEXE 4
SCHEDULE 1 CASCADES CANADA INC. ARTICLES OF AMALGAMATION
PART I—RIGHTS ATTACHING TO SHARES
PART II—EXERCISE OF CERTAIN RIGHTS
SCHEDULE 2
RESTRICTIONS ON SHARE TRANSFERS
SCHEDULE 3
OTHER PROVISIONS

EX-3.12

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Exhibit 3.12

CASCADES CANADA INC.

(name of Corporation)


GENERAL BY-LAWS

Enacted pursuant to the
Canada Business Corporations Act

Adopted and ratified as of
December 31, 2003

GENERAL BY-LAWS
CASCADES CANADA INC.

Enacted pursuant to the
Canada Business Corporations Act

INDEX

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TABLE OF CONTENTS

		Page
DEFINITIONS		1
REGISTERED OFFICE AND OFFICES		1
1.	Registered Office	1
2.	Offices	1
SHAREHOLDERS		1
3.	Annual Meetings	1
4.	Special Meetings	1
5.	Place of Meetings	1
6.	Notice of Meetings	2
7.	Waiver of Notice	2
8.	Chairman	2
9.	Quorum	2
10.	Representation at Meetings	3
11.	Voting Right	3
12.	Majority Decisions	3
13.	Casting Vote	3
14.	Vote by Show of Hands	3
15.	Voice Vote	4
16.	Vote by Secret Ballot	4
17.	Procedure at Meetings	4
18.	Scrutineers	4
19.	Shareholder Addresses and Subsequent Purchasers of Shares	4
20.	Signed Resolutions	4
BOARD OF DIRECTORS		5
21.	Number	5
22.	Eligibility	5
23.	Election and Term of Office	5
24.	Resignation	5
25.	Removal	5
26.	Vacancy	5
27.	Replacement	6
28.	Remuneration	6
29.	General Powers of the Directors	6
30.	Irregularity	6
31.	Use of Proprty or Information	6
32.	Conflicts of Interest	6
33.	Contracts With the Corporation	6
MEETINGS OF THE BOARD OF DIRECTORS		7

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34.	Meetings and Notices	7
35.	Participation by Telephone	7
36.	Quorum	8
37.	Chairman and Secretary of the Meeting	8
38.	Procedure	8
39.	Vote	8
40.	Signed Resolutions	8
MANAGEMENT		8
41.	Officers	8
42.	Chairman of the Board	9
43.	President	9
44.	Vice-President	9
45.	General Manager	9
46.	Comptroller	9
47.	Secretary	9
48.	Treasurer	9
49.	Removal, Discharge and Resignation	10
50.	Vacancy	10
51.	Remuneration	10
EXECUTIVE COMMITTEE		10
52.	Election	10
53.	Officers, Quorum and Procedure	10
54.	Chairmanship	10
55.	Secretary	10
56.	Powers	10
57.	Proceedings Open to the Board	10
58.	Participation by Telephone and Signed Resolutions	10
59.	Meetings	10
60.	Remuneration	11
61.	Removal and Replacement	11
INDEMNIFICATION OF DIRECTORS AND OFFICERS		11
62.	Indemnity	11
63.	Insurance	11
64.	Reimbursement of Expenses	11
CAPITAL STOCK		11
65.	Issuance of Shares and Stock Options	11
66.	Share Certificates and Stock Transfers	12
67.	Securities Register	12
68.	Transfer Agents and Registrars	12
69.	Record Date and Closing of Books	12

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70.	Lost and Destroyed Certificates	12
DIVIDENDS		12
71.	Dividends	12
FISCAL YEAR—ACCOUNTS AND AUDIT		13
72.	Fiscal Year	13
73.	Audit	13
CORPORATION REPRESENTATION FOR CERTAIN PURPOSES		13
74.	Declaration	13
75.	Representation at Meetings	13
76.	Signature of Documents	14
77.	Declarations in the Register	14
MISCELLANEOUS		14
78.	Conflict with the Articles	14
79.	Amendments	14

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GENERAL BY-LAWS OF
PERKINS PAPERS INC.

enacted pursuant to the
Canada Business Corporations Act

DEFINITIONS

        For the purposes of these by-laws, unless otherwise provided:

        "Act" means the Canada Business Corporations Act, R.S.C. (1985) ch. C-44, as well as any amendment which may be made thereto, and any act which may be substituted therefor.

        "Auditor" means the auditor of the Corporation and includes an auditing firm.

        "Ordinary Resolution" means a resolution adopted by the majority of the votes cast by the shareholders qualified to vote in the circumstances, or signed by all of them.

        "Resident Canadian" has the particular meaning ascribed to that expression in the Act. Summarily, this expression includes Canadian citizens and permanent residents within the meaning of the Immigration Act who normally reside in Canada;

        "Unanimous shareholder agreement" means an agreement described in subsection 146(2) of the Act entered into among all the shareholders of the Corporation.

REGISTERED OFFICE AND OFFICES

1.

Registered Office. The registered office of the Corporation shall be in the city or urban community stipulated in the articles at the address determined by the board of directors.

2.

Offices. The Corporation may, in addition to its registered office, establish elsewhere within or outside Canada any other office and agency.

SHAREHOLDERS

3.

Annual Meetings. The annual meeting of the shareholders of the Corporation shall be held yearly on the date and at the time and at the place that the board of directors determine in order to receive and examine the financial statements and, where appropriate, the report of the auditor, elect directors, appoint an auditor and fix or authorize the board of directors to fix his remuneration and to examine, deal with and dispose of such other business as may properly come before the meeting.

4.

Special Meetings. Special meetings of the shareholders may be called at any time as determined by the president or the board of directors of the Corporation and shall be called when required by one or more shareholders holding no less than 5% of the outstanding voting shares in conformity with the Act.

5.

Place of Meetings. Meetings of the shareholders shall be held at the registered office of the Corporation or at any other place that may be fixed by the board of directors. Meetings of the shareholders may be held outside Canada if all shareholders entitled to vote thereat so agree; a shareholder who attends such meetings is not deemed to have so agreed if he is present for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

6.

Notice of Meetings. Notice of each annual meeting and of each special meeting of the shareholders shall be delivered to the shareholders entitled to vote thereat, the directors and the auditor or, in the discretion of the person charged with the giving of such notice, mailed by ordinary mail, transmitted by facsimile or sent by electronic mail to the addressees or number entered in the books of the Corporation, at their respective addresses or facsimile numbers, not less than twenty-one (21) days and not more than fifty (50) days prior to the date fixed for the meeting. If the address of the addressee is not entered in the books of the Corporation, the notice may be sent as aforesaid to the address that the person sending the notice considers to be most likely to reach such addressee promptly. Any irregularity in the notice or in the sending thereof, such as the accidental failure to send such notice or non-reception thereof by the shareholder, shall in no way affect the validity of the proceedings at the meeting in question.

Such notice shall specify the date, time and place of each meeting. The notice of the annual meeting may, but need not, specify the nature of the business when such meeting is called only to examine the financial statements and the report of the auditor, to elect directors and to renew the auditor's mandate. The notice of the annual meeting at which other business shall be transacted, as well as the notice of special meeting, shall state:

(a)

the nature of business to be considered in sufficient detail to permit the shareholders to form a reasoned judgment thereon; and



(b)

the text of any special resolution to be submitted to the meeting.

It is not necessary to give notice of the reconvening of an adjourned meeting other than by announcement at the earliest meeting that is adjourned; a new notice of meeting is, however, required if the shareholders' meeting is adjourned one (1) or more times for an aggregate of thirty (30) days or more.

The signature to any notice of meeting may be written, stamped, typewritten, printed or otherwise mechanically reproduced thereon.

A certificate of the secretary or of any other duly authorized officer of the Corporation in office at the time of the making of the certificate or of any officer, transfer agent or registrar of the transfers of shares of the Corporation shall be conclusive evidence that may be set up against any shareholder of the sending or delivery of a notice of meeting.

7.

Waiver of Notice. Any shareholder or other person entitled to receive notice of a shareholder meeting may waive such notice before, during or after said meeting is held. His presence at such meeting shall constitute a waiver of notice unless he attends for the express purpose of objecting to the holding thereof on the grounds that the meeting was not regularly called.

8.

Chairman. The president of the Corporation, or any other person appointed for the purpose by the board of directors, shall preside at meetings of shareholders.

9.

Quorum. A quorum of shareholders is present at an annual or special meeting of shareholders, regardless of the number of persons physically present at the meeting, if one or more holders of shares conferring not less than fifty plus one percent (50% + 1%) of the total number of votes attached to the aggregate of the shares carrying voting rights at such meeting are present physically or represented in accordance with section 10 [10] hereinbelow.

If a quorum is present at the opening of the meeting, the shareholders present or represented may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

If a quorum is not present at the opening of the meeting, the shareholders present or represented may adjourn the meeting to another time and place but may not transact any other business.

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If a quorum is present at the reconvening of the meeting so adjourned, the meeting may then proceed to examine and dispose of the business for which it was called, failing which, a new meeting must be called.

10.

Representation at Meetings. Shareholders shall be entitled to vote in person or, if a body corporate or association, by representatives duly authorized by resolution of the board of directors or a decision-making body. Shareholders shall also be entitled to vote by proxyholder.

        A proxyholder need not be a shareholder of the Corporation and may act as proxy for several shareholders.

        A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

        A proxy shall only be valid for the meeting for which it was given or at any adjournment thereof.

        The instrument appointing a proxyholder may be in the following form or in any other appropriate form:

"I/We the undersigned, being a shareholder of hereby nominate, constitute and appoint or, failing him,

(or                        ) my/our attorney, representative and/or proxyholder with full power and authority to attend, vote and otherwise act for me/us in my/our name and on my/our behalf at the annual (or special) meeting of shareholders of the Corporation, to be held at                        on the    day of                        , and at any and all adjournments thereof, with full power of substitution, and I/we, the undersigned, hereby revoke all other proxies given by me/us, the undersigned, which might be used in respect of such meeting and any and all adjournments thereof.

Given this            day of            

(signature)

The board of directors may specify in the notice of meeting of shareholders, a date and time limit for depositing proxies to be used at the meeting with the Corporation or its agent; such date and time limits shall not precede the meeting by over forty-eight (48) hours, excluding Saturdays and statutory holidays.

The board of directors may also permit particulars of proxies for use at or in connection with any such meeting which have been deposited with the Corporation or its agent at a place other than the place of such meeting to he faxed to the secretary of the Corporation prior to such meeting. In such event, such proxies, if otherwise in order, shall be valid and any votes cast in accordance therewith shall be counted.

11.

Voting Right. Subject to the articles and the Act, each shareholder shall be entitled to as many votes as he holds shares in the Corporation carrying the right to vote.

12.

Majority Decisions. Save where otherwise provided by the Act, any business tabled before the meeting shall be decided upon by a simple majority of fifty plus one percent (50% + 1%) of the votes validly cast at such meeting.

13.

Casting Vote. In the event of a tie vote, the chairman of the meeting shall have the casting vote.

14.

Vote by Show of Hands. Unless a voice vote or vote by secret ballot is requested, votes shall be taken by a show of hands. In such a case, shareholders or proxyholders shall vote by raising their hands, and the number of votes shall be calculated by counting the number of hands raised.

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15.

Voice Vote. If the chairman of the meeting so orders or if any other person who holds, either directly or by proxy, at least ten percent (10%) of the voting rights attaching to the outstanding voting shares of the Corporation (which request may be withdrawn), and if a vote by secret ballot is not requested, the vote shall be taken by voice vote. In such a case, each shareholder or proxyholder shall state his name and the name of each shareholder whose shares he represents by proxy, the number of votes he holds and the manner in which he wishes to cast such votes. The number of votes so cast shall determine whether or not a resolution is adopted.

16.

Vote by Secret Ballot. If the chairman of the meeting or any other person entitled to vote so requests, the vote shall be taken by secret ballot. A vote by secret ballot may be requested at any time prior to the adjournment of the meeting, even after a voice vote or vote by show of hands. Such a request may also be withdrawn. Each shareholder or proxyholder shall give the scrutineers one or several voting ballots on which he has indicated the manner in which he casts the vote he holds and, where applicable, his name and the number of votes to which be is entitled. Regardless of whether or not a voice vote or vote by show of hands has been taken on that same issue, the results of the secret ballot shall be deemed to represent the resolution of the meeting in that respect.

17.

Procedure at Meetings. The chairman of any meeting of shareholders shall conduct the procedure thereat in all respects and his decision on all matters, including any question regarding the validity or invalidity of any proxy and the admissibility of any motion, shall be conclusive and binding upon all the shareholders.

A declaration by the chairman that a resolution has been carried or carried unanimously or carried by any particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

The chairman may, at any time during a meeting at his own discretion or with the consent of a simple majority of the shareholders, adjourn the meeting for valid cause such as a disturbance or confusion rendering the proper and harmonious conduct of such meeting impossible, and he shall not be required to give notice of the reconvening of any meeting so adjourned.

Should the chairman fail to fulfill his duties in the best interests of the Corporation, the shareholders may remove him from office and replace him with another person chosen from among them.

The directors of the Corporation shall be entitled, in such sole capacity, to attend meetings of shareholders and to take the floor thereat.

18.

Scrutineers. The chairman of any meeting of shareholders may appoint two (2) scrutineers, who may but need not be directors, officers, employees or shareholders of the Corporation, to act as scrutineers at such meeting.

19.

Shareholder Addresses and Subsequent Purchasers of Shares. Shareholders shall furnish the Corporation with the mailing address or electronic address at which they may receive any notice intended for them. Any person who, by operation of the law, a transfer or any other transaction, acquires a right attaching to a share shall be bound by any notice relating to such share that was sent before his name and address were entered into the books of the Corporation, to the person whose name and address appeared in the books at the time such notice was sent.

20.

Signed Resolutions. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is as valid as if it had been passed at a meeting of the shareholders regularly called. A copy of every duly signed resolution shall be kept with the minutes of the meeting of shareholders.

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BOARD OF DIRECTORS

21.

Number. The business of the Corporation shall be administered by a board of directors composed of a fixed number of directors indicated in the Corporation's articles. If the articles provide for a minimum and maximum number of directors, the board of directors will be composed of such fixed number of directors, within such minimum and maximum number, as will be established by by-law passed by the board of directors or, failing this, of the number of directors, within such minimum and maximum number, as the shareholders choose to elect.

22.

Eligibility. Any individual may act as a director, with the exception of minors, persons under tutorship, curatorship or who have been declared incompetent by a court in Canada or abroad, undischarged bankrupts or persons forbidden by the courts to act as director. Save as otherwise provided in the articles, a director need not be a shareholder. The majority of directors shall be "Residents Canadian", unless otherwise prescribed by the Act. An outgoing director may stand for re-election if he is otherwise eligible.

23.

Election and Term of Office. Unless the articles of the Corporation provide for cumulative voting, in which case the dispositions of the Act in this respect apply, or unless the articles confer upon the holders of a class or a series of shares the exclusive right to elect one (1) or more directors, in which case, the provisions of the articles shall prevail, each director shall be elected by Ordinary Resolution at the annual meeting at which an election of directors is required, unless a director is being appointed to fill an office vacated before the end of term or one or several additional directors be elected. Each director shall be elected either for a fixed term, which shall terminate no later than at the close of the third following annual meeting, or an indeterminate term, which shall terminate at the close of the first following annual meeting. It shall not be necessary for all directors to have the same term of office. A director shall remain in office, should no new director be elected at a shareholder meeting, until his successor is elected.

24.

Resignation. A director may resign his office at any time upon written notice to the Corporation and need give no reason for such resignation. The resignation shall take effect on the date of sending thereof, or on such later date as may be indicated therein.

25.

Removal. Subject to the articles of the Corporation, the shareholders may, by Ordinary Resolution, remove any director at a special meeting of shareholders. A director informed of his imminent removal may state in a written declaration to the Corporation the reason for his opposition to such removal, and the Corporation shall forward such written declaration to the shareholders authorized to vote in the circumstances.

An office vacated by the removal of a director may be filled by the shareholders at the very meeting during which the director was removed; in such a case, the notice of such meeting shall stipulate that an election will be held should the resolution for the director's removal be adopted.

If the holders of shares of a specific class have the exclusive right to elect a director, such director may only be removed by Ordinary Resolution at a special meeting of such shareholders.

The removal of a director, as is the case for his election, shall be at the sole discretion of the shareholders. A director may be removed at any time, and such removal need not be specifically justified or carried out without cause. Neither the Corporation nor the shareholders voting for the removal shall incur any liability with respect to the director due to the mere fact of his removal, even if not justified.

26.

Vacancy. A director's office shall become vacant as of the effective date of his resignation or removal. A director's office shall moreover be deemed vacated the moment such director is no longer eligible to perform his duties under Section 22 hereof or upon his death.

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27.

Replacement. If a vacancy occurs on the board of directors, the remaining directors may appoint a qualified person to fill such vacancy, for the unexpired term of office. However, the directors may continue to act despite one or several vacancies, provided a quorum exists. If there is not a quorum, the remaining directors shall forthwith call a special meeting of shareholders to fill such vacancy, in accordance with section 111 of the Act.

28.

Remuneration. The remuneration to be paid to the directors shall be as fixed by resolution of the board of directors. Such remuneration shall normally be in addition to the salary or remuneration received as such from the Corporation by an officer, employee or service provider who is also a director, unless a resolution should stipulate otherwise. The directors may also be reimbursed for travelling fees and other expenses incurred within the performance of their duties.

29.

General Powers of the Directors. Subject to any restriction set out in a unanimous shareholder agreement, the directors of the Corporation shall manage and direct or cause to be managed or directed on its behalf any agreement it may legally contract. The directors shall have all of the authority and powers that the Corporation is authorized to exercise by virtue of any law or its articles. Directors shall always act by resolution.

The Directors may specifically acquire or dispose of, by means of purchase, sale, lease, exchange, mortgage or otherwise, any share, right, warrant, option or other security, immoveable, building or other moveable or immoveable property or interest in such property; the directors shall determine the consideration and other conditions of any such transaction.

30.

Irregularity. Notwithstanding that it be afterwards discovered that there was some defect in the election of the board of directors or the election or appointment of any director of the Corporation or notwithstanding the discovery of an apparent irregularity in his qualification, all acts carried out by any person acting as director shall be as valid and binding upon the Corporation as if every such board or person had been duly elected or appointed and had been qualified.

31.

Use of Property or Information. No director may mingle the Corporation's property with his own property or use for his own profit or that of a third person any property of the Corporation or any information he obtains by reason of his duties, unless he is expressly and specifically authorized to do so by the shareholders of the Corporation.

32.

Conflicts of Interest. Each director shall avoid placing himself in a situation of conflict between his personal interest and his obligations as a director of the Corporation.

He shall promptly disclose to the Corporation any interest he has in any enterprise or other entity that is likely to place him in a situation of conflict of interest, as well as the rights he may enforce thereagainst, indicating, if such be the case, the nature and the value thereof. Such disclosure of interest shall be recorded in the minutes of the proceedings of the board of directors. An aggregate disclosure shall remain valid as long as the facts have not changed, and the director need not reiterate such disclosure for any specific subsequent transaction.

33.

Contracts With the Corporation. A director or an officer may, even in performing his duties, enter into material contracts with the Corporation, or be a director, an officer or a holder of a material interest in a legal person that is a party to such contract. He shall then, in accordance with section 120 of the Act, disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest in such contract, even if such contract, within the scope of the normal business activity of the Corporation, does not require the approval of either the directors or the shareholders. For the purposes of this by-law, a general notice that the director or officer is a director, an officer or a holder of a material interest in a legal person and is to be regarded as interested in any contract made with that legal person, is a sufficient declaration of interest.

6

A director who is so interested in a contract shall not discuss or vote on such resolution to approve the contract unless the contract is one of the contracts referred to in subsection 120(5) of the Act, that is, relating primarily to the remuneration or indemnification of such director, or a contract with an affiliate of the Corporation.

At the request of the president or any director, the interested director shall leave the meeting while the board of directors discusses and votes on the contract concerned.

Neither the Corporation nor any of its shareholders may contest the validity of a contract entered into with a director or an officer of the Corporation, or with a legal person in which such director or officer is a director, an officer or a holder of a material interest, for such sole reason, provided such director or officer has disclosed his interest as aforementioned, the board of directors or the shareholders of the Corporation have approved the contract, and the contract was, at that time, equitable for the Corporation.

MEETINGS OF THE BOARD OF DIRECTORS

34.

Meetings and Notices. Each year, immediately after the annual meeting of shareholders, a meeting of the directors who are then present shall be held without further notice, provided a quorum is present, for the appointment of the officers of the Corporation.

Meetings of the board of directors may be called by order of the chairman of the board, if any, or, by order of the president of the Corporation or by order of two (2) directors, and may be held at any place within or outside Canada. A notice of each meeting specifying the place, date and time, shall be delivered to each director at his residence or usual place of business. Such notice shall be sent at least two (2) days prior to the date fixed for such meeting either by regular or registered mail, or by facsimile or electronic mail. If the address of any director does not appear in the books of the Corporation, then such notice may be sent as aforesaid to such address that the person sending the notice considers to be most likely to reach such director promptly.

The board of directors may from time to time provide for the holding of regular meetings of the board of directors at such place, within Canada or elsewhere, with or without notice, as may be determined by resolution.

Except in the case of questions referred to in subsection 115(3) of the Act, including, in particular, the declaration of dividends, the issuance of securities, the acquisition of shares issued by the Corporation, the approval of the annual financial statements, vacancies in the board of directors or in the office of auditor and the adoption, amendment or repeal of the by-laws, no notice of any meeting of the board of directors need specify the purposes for which it is called or the nature of the questions to be dealt with thereat.

Any director may waive notice of a meeting of the board of directors in writing either before, during or after it is held; nevertheless, a director's presence at such meeting shall not constitute a waiver of notice if the director so attends for the express purpose of objecting to the deliberations on the grounds that the meeting is not regularly called.

It is not necessary to give notice of the reconvening of an adjourned meeting if the date, time and place of the reconvening of this meeting is announced at the initial meeting.

35.

Participation by Telephone. The directors may, if all are in agreement, participate in a meeting of the board of directors by technical means, including the telephone, enable all of the participants to communicate orally among themselves. A director participating in a meeting by such a means shall be deemed to have attended the meeting. Directors shall cast their vote by voice vote, contrary to the provisions of Section 39 below.

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36.

Quorum. A majority of the directors in office shall constitute a quorum for a meeting of the board of directors. A quorum must exist throughout the entire meeting. Should the board of directors consist of a sole director, the written decision of this director shall constitute the meeting. When the quorum is reached, the directors may exercise all their powers, notwithstanding any vacancy on the board of directors. No business shall be transacted at a meeting of the board of directors unless the number of Resident Canadian directors required by the Act is present thereat.

37.

Chairman and Secretary of the Meeting. Meetings of the board of directors shall be chaired by the chairman of the board of directors, if any, or, failing him, by the president of the Corporation or, failing him, by a vice-president appointed to that end by the president. The secretary of the Corporation shall act as secretary of the meetings. Directors attending a meeting may nevertheless appoint any other person as chairman or secretary of such meeting.

38.

Procedure. The chairman shall ensure the proper conduct of the meeting, submitting to the board any motion that must be put to the vote and generally directing all aspects of the procedure, and his decision in this respect shall be final and binding upon all directors. Should the chairman fail to table a motion, any director may do so before the meeting is adjourned, and the motion shall be heard at such meeting if it falls within the jurisdiction of the board of directors. To that end, the agenda of each meeting of the board of directors shall be deemed to include a period during which directors may table motions. Should the chairman fail to fulfill this duty in the best interests of the Corporation, the shareholders may remove him from office and replace him by another person.

39.

Vote. Each director shall be entitled to one vote, and all matters shall be decided by a majority of the votes cast. Votes shall be taken by a show of hands, unless the chairman or a director should request a secret ballot, in which case the vote shall be taken by secret ballot. If the vote is taken by secret ballot, the secretary of the meeting shall act as scrutineer and count the ballots. The fact that a vote is taken by secret ballot shall not deprive directors of the right to express and have their dissent with respect to a resolution recorded. Voting by proxy shall not be permitted, and the chairman of the meeting shall not have the casting vote in the event of a tie vote.

40.

Signed Resolutions. A resolution in writing signed by all the directors is as valid as if it had been passed at a meeting of the directors or of a committee of the board of directors. A copy of every signed resolution shall be kept with the minutes of the meetings of the directors and shall be arranged, along with the minutes, in chronological order.

MANAGEMENT

41.

Officers. The Corporation's management shall be composed of the chairman of the board of directors, if appointed, the president and, if one is elected or appointed, one (l) or more vice-presidents, the general manager, the comptroller, the secretary, the treasurer, and such other officers appointed by the board of directors, which shall also determine their duties by resolution. Subject to those powers which, pursuant to the Act, may only be exercised by the board of directors, the officers of the Corporation shall exercise such powers and authority and shall perform such duties, in addition to those specified in this by-law, as may from time to time be prescribed by the board of directors. The same person may hold two (2) or more of the offices in the Corporation. None of the officers of the Corporation need be directors of the Corporation., with the exception of the chairman of the board of directors, if any, of the general manager, if any, and of the president.

The directors may also appoint other agents, officers and employees of the Corporation within or outside Canada; their titles, powers, authority and duties shall be determined by the board of directors.

8

In the event of the absence of any officer or for any other reason that the directors may deem sufficient, the directors may delegate the powers and authority of such officer to any other officer or to any director of the Corporation.

If the board of directors consists of a sole director, that director may perform the duties of president, secretary or any other officer of the Corporation.

42.

Chairman of the Board. The chairman of the board shall preside at all meetings of the board of directors.

43.

President. The president shall be the chief officer of the Corporation and, subject to the control of the directors and the appointment of a general manager, shall supervise, administer and manage the business and affairs of the Corporation generally. The president shall preside at all meetings of the shareholders and, in the event of the absence, inability or failure of the chairman of the board to act, the president shall preside at all meetings of the board of directors.

44.

Vice-President. In the event of the absence, inability or failure of the president to act, the vice-president or, should there be more than one, the senior vice-president or, failing him, the second vice-president and so forth, shall assume the powers and duties of the president. The powers, attributes and duties of the vice-president shall be those prescribed by the board of directors or the president.

45.

General Manager. The general manager shall, subject to the control of the president, manage the operations of the Corporation generally. He shall abide by the instructions received from the board of directors and give the board of directors or its members any information they may request as regards the affairs of the Corporation.

The general manager shall be a Resident Canadian and a director. The board of directors may delegate to such general manager any of the powers of the board except those which the Act does not allow a general manager to exercise.

46.

Comptroller. The comptroller is, subject to the control of the president, the chief accounting officer of the Corporation. The comptroller shall, upon request, render accounts to the president and directors in charge of the financial situation of the Corporation and of all transactions. He shall be responsible for the account books and their safekeeping.

47.

Secretary. The secretary shall attend to the giving of all notices of the Corporation. He shall keep the minutes of all "meetings of the directors, the committees of directors and the shareholders in a book or books to be kept for that purpose. He shall keep in safe custody the corporate seal of the Corporation. He shall have charge of the records of the Corporation including books containing the names and addresses of the members of the board of directors of the Corporation, together with copies of all reports made by the Corporation and such other books and papers as the directors may direct. He shall be responsible for the keeping and filing of all books, reports, certificates and all other documents required by law to be kept and filed by the Corporation. He shall be subject to the control of the president.

48.

Treasurer. Subject to the control of the president, the treasurer shall have general charge of the finances of the Corporation. He shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or other depositories as the board of directors may designate.

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49.

Removal, Discharge and Resignation. The directors, by a vote of the majority of the board, may remove any officer with or without cause at any time, unless the resolution or contract providing for his appointment stipulates otherwise. Any agent or employee who is not an officer of the Corporation may be discharged by the president or any other officer authorized for such purpose, with or without cause at any time, unless the contract providing for his employment stipulates otherwise.

Any officer may resign his office at any time by remitting his resignation in writing to the president or the secretary of the Corporation, or at a meeting of the board of directors, unless otherwise agreed.

50.

Vacancy. Any vacant management position may be filled by the board of directors.

51.

Remuneration. The remuneration of all officers shall be fixed by the board of directors. The remuneration of any other agents, officers and employees of the Corporation shall be determined by the president and any other officer authorized for such purposes.

EXECUTIVE COMMITTEE

52.

Election. The board of directors may appoint from among their number a committee of the board of directors, designated as "executive committee", containing such proportion of Resident Canadians as may be required by the Act.

53.

Officers, Quorum and Procedure. Any committee of the board of directors shall have power to appoint its officers, to fix its quorum at not less than a majority of its members, and to determine its procedure.

54.

Chairmanship. Meetings of the executive committee shall be chaired by the chairman of the board of directors or, in his absence, by the president of the Corporation. In the event of their absence, meetings of the executive committee shall be chaired by such person as the members of the executive committee shall have selected from among their number.

55.

Secretary. The secretary of the Corporation shall act as secretary of each committee of the board of directors unless another secretary is appointed by the committee.

56.

Powers. The executive committee shall have all powers and authority of the board of directors as regards the administration of the daily business of the Corporation except those which pursuant to the Act a committee of directors has no authority to exercise and those the board of directors may expressly reserve for itself.

57.

Proceedings Open to the Board. All proceedings of the executive committee of the board of directors shall be open to the examination of the board of directors of the Corporation and shall be reported to the board of directors if and when the board of directors so directs. The board of directors may veto or amend any decision made by the executive committee, provided this does not affect the rights of third parties.

58.

Participation by Telephone and Signed Resolutions. Sections 35 and 40 shall apply, mutatis mutandis, to the executive committee.

59.

Meetings. Meetings of committees of the board of directors may be held at the registered office of the Corporation or at such other place within or outside Canada as a committee may from time to time determine.

Meetings of a committee may be called by or by the order of the president or any two (2) members of the committee.

10

A member of a committee may waive notice of a meeting in writing either before, during or after the meeting. His sole presence at such meeting shall not constitute a waiver of notice if he so attends for the express purpose of objecting to the holding thereof on the grounds that the meeting is not regularly called.

60.

Remuneration. The members of a committee of the board of directors shall be entitled to receive such remuneration for their services as members of the committee as the directors may from time to time determine.

61.

Removal and Replacement. The directors may from time to time remove any member of a committee of the board of directors from office.

        The directors may also from time to time fill any vacancy which may occur in the membership of a committee.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

62.

Indemnity. Subject to the limitations provided by the Act, the Corporation shall indemnify a director or officer of the Corporation, a 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 a corporation of which the Corporation 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 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 the Corporation or such corporation, if:

(a)

he 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 had reasonable grounds for believing that his conduct was lawful.

63.

Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to above against such liability as the board of directors may from time to time determine, and as permitted by the Act.

64.

Reimbursement of Expenses. Subject to any contractual agreement specifying or restricting this obligation, the Corporation shall reimburse any director, officer or other agent for reasonable and necessary expenses incurred within the performance of his duties, plus interest as of the day he paid such expenses. Such amounts shall be reimbursed upon presentation of relevant vouchers.

CAPITAL STOCK

65.

Issuance of Shares and Stock Options. Subject to any provision set out in the articles of the Corporation or in a unanimous shareholder agreement limiting the granting or issuance of shares in the capital stock of the Corporation, the directors may accept subscriptions or allot, distribute or issue all or part of the unissued shares of the Corporation, grant options thereon or otherwise dispose thereof to any person, company, corporation or body corporate the directors may determine for such consideration and under such conditions that are lawful and in compliance with the articles of the Corporation without being required to offer said unissued shares to existing shareholders on a pro rata basis of the number of shares they hold.

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66.

Share Certificates and Stock Transfers. Certificates representing the issued shares of the capital stock of the Corporation shall bear the signature of the president or a vice-president and the secretary or assistant secretary. These signatures may be engraved, lithographed or otherwise mechanically reproduced thereon. Any certificates bearing the facsimile reproduction of the signatures of such authorized officers shall be deemed to have been manually signed by them and shall be as valid for all intents and purposes as if it had been so manually signed notwithstanding that the persons whose signatures are so reproduced shall have ceased to be officers of the Corporation on the date of such certificate or at the time that it is issued.

67.

Securities Register. A central securities register shall be maintained by the Corporation or its agent at the registered office or at any other place in Canada designated by the directors. The directors may from time to time provide that one (1) or more branch securities registers shall be maintained at such places within Canada or elsewhere as may be designated by a resolution and may appoint officers or agents to maintain same and to effect and record therein transfers of shares of the capital stock of the Corporation.

68.

Transfer Agents and Registrars. The agents of the Corporation charged with the maintenance of the central and/or branch securities registers may be designated as transfer agents and/or registrars of transfers, according to their functions. The board of directors may at any time terminate the appointment of such transfer agents and/or registrars.

69.

Record Date and Closing of Books. Subject to the provisions of the Act with respect to notification, the directors may fix in advance, by resolution, a date not exceeding fifty (50) days preceding the date for payment of a dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares of the capital stock of the Corporation shall go into effect as the record date for the determination of the shareholders entitled to receive payment of such dividend, the allotment of such rights or the exercise of such rights in respect of such change, conversion or exchange of the capital stock of the Corporation with the effect that only the shareholders of record on the date so fixed by the board of directors shall be entitled to receive payment of such dividend or allotment of rights or to exercise such rights, as the case may be, notwithstanding a transfer of any shares on the books of the Corporation after such record date.

70.

Lost and Destroyed Certificates. The directors may, upon such terms and conditions as to indemnity and otherwise as they may deem advisable, direct that a new certificate or certificates of shares be issued to replace any certificate or certificates of shares theretofore issued by the Corporation that have been worn out, lost, stolen or destroyed. The directors, when authorizing the issue of such new certificate or certificates, may, in their discretion, and as a condition precedent thereto, require the owner of such worn-out, lost, stolen or destroyed certificate or his legal representatives to give to the Corporation and/or transfer agent or transfer agents and to such registrar or registrars, as may be authorized or required to countersign such new certificate or certificates a bond in such sum as they may direct, as indemnity against any claim that may be made against them or either of them for or in respect of the shares represented by such certificates alleged to have been worn out, lost, stolen or destroyed.

DIVIDENDS

71.

Dividends. The board of directors may, from time to time and in accordance with the Act, declare and pay dividends to the shareholders in accordance with their respective rights.

The board of directors may stipulate that a dividend is payable, either in whole or in part, in shares of the Corporation.

12

A transfer of shares shall not have the effect of assigning the right to receive dividends declared thereon until such time as the transfer is registered. Should two or more persons be registered as joint holders of a share, each may give a valid discharge as regards any dividend owing or paid thereon.

FISCAL YEAR, ACCOUNTS AND AUDIT

72.

Fiscal Year. The period for the fiscal year of the Corporation shall be determined from time to time by the board of directors.

73.

Audit. The shareholders, at each annual meeting, shall appoint an auditor or auditors to hold office until the next annual meeting and until the appointment of his or their successor or successors, unless he or they resign or his or their office otherwise becomes vacant. At least once in every fiscal year, such auditor or auditors shall examine the accounts of the Corporation and the financial statements to be presented at the annual meeting and shall report thereon to the shareholders. The remuneration of an auditor may be fixed by the shareholders or by the board of directors, where so authorized by the shareholders.

The auditor shall be independent of the Corporation, of its affiliates, or the directors or officers of the Corporation or its affiliates in accordance with the Act. The shareholders may remove the auditor from office at any time at a special meeting. A vacancy created by the removal of the auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled by the board of directors. Any other vacancy which may occur shall be filled by the directors in accordance with section 166 of the Act.

The shareholders may decide not to appoint an auditor for any fiscal year, by resolution receiving the consent of all the shareholders including those who otherwise are not qualified to vote. The resolution shall be valid only until the next annual meeting.

CORPORATION REPRESENTATION FOR CERTAIN PURPOSES

74.

Declaration. The president, the chairman of the board of directors, any vice-president, the general manager, the comptroller, the secretary and the treasurer or any one (1) of them or any other officer or person thereunto authorized by the board of directors shall be authorized and empowered to make answer for the Corporation to all writs, orders and interrogatories upon articulated facts issued out of any court, to answer and/or oppose for and on behalf of the Corporation all seizures and to declare for and on behalf of the Corporation to writs of attachment by way of garnishment in which the Corporation is garnishee, to make a11 affidavits and sworn declarations in connection therewith or in connection with any judicial proceedings to which the Corporation is a party, to make petitions for winding-up, sequestration or bankruptcy against any debtor of the Corporation, to attend and vote at all meetings of creditors of the Corporation's debtors and to grant proxies in connection therewith.

75.

Representation at Meetings. The president, the chairman of the board of directors, any vice-president, the general manager, the comptroller, the secretary and the treasurer, or any one (1) of them or any other officer or person thereunto authorized by the directors shall represent the Corporation, attend and vote at any meeting of shareholders or members of any firm, company, corporation or syndicate in which the Corporation holds shares or is otherwise interested, and any action taken and/or vote cast by them or one (1) of them at any such meeting shall be deemed to be the act and/or vote of the Corporation.

13

Any two (2) of the president, the chairman of the board of directors, any vice-president, the general manager, the comptroller, the secretary and the treasurer acting jointly shall moreover be empowered to authorize any person (whether an officer of the Corporation or not) to attend, vote and otherwise act at all meetings of shareholders or members of any firm, company, corporation or syndicate in which the Corporation holds shares or is otherwise interested, and for this purpose, such officers shall be authorized to execute and to deliver from time to time for and on behalf and in the name of the Corporation a proxy in such form and terms as such officers see fit, including therein, but without in any way limiting or restricting the generality of the foregoing, provision for the appointment of a substitute proxyholder and the revocation of all proxies given by the Corporation prior thereto with respect to any such meeting.

76.

Signature of Documents. Contracts, documents, written acts, including discharges and releases, requiring the signature of the Corporation may be validly signed by the president alone, or by any two of any vice-president, the general manager, the secretary and the treasurer acting jointly, and hence be binding on the Corporation. The board of directors may also designate any other person to sign and deliver on behalf of the Corporation all contracts, documents and written acts, and such authorization may be given by resolution in general or specific terms.

77.

Declarations in the Register. Declarations to be filed with the Inspector General of Financial Institutions in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons shall be signed by the president, any director of the Corporation or any other person authorized for such purpose by resolution of the board of directors. Any director having ceased to hold such office as a result of his resignation, removal or otherwise shall be authorized to sign on behalf of the Corporation and file an amending declaration to the effect that he has ceased to be a director, from fifteen (15) days after the date of such cessation, unless he receives proof that the Corporation has filed such a declaration.

MISCELLANEOUS

78.

Conflict with the Articles. In the event of a conflict between the provisions of these General By-Laws and the articles of the Corporation, the provisions set out in the articles shall prevail.

79.

Amendments. The board of directors shall, have the power to adopt, repeal or amend any by-law, but any such measure shall only apply until the next annual or special meeting of the shareholders. If the adoption, repeal or amendment is not confirmed or amended by Ordinary Resolution at that annual or special meeting, it shall cease to be in effect, but only as of such date. Any shareholder may, in accordance with Section 137 of the Act, propose the adoption, amendment or repeal of a by-law at an annual meeting.

/s/  ROBERT F. HALL Robert F. Hall
Corporate Secretary
December 31, 2003

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TABLE OF CONTENTS
DEFINITIONS
REGISTERED OFFICE AND OFFICES
SHAREHOLDERS
BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
MANAGEMENT
EXECUTIVE COMMITTEE
INDEMNIFICATION OF DIRECTORS AND OFFICERS
CAPITAL STOCK
DIVIDENDS
FISCAL YEAR, ACCOUNTS AND AUDIT
CORPORATION REPRESENTATION FOR CERTAIN PURPOSES
MISCELLANEOUS

EX-3.13

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Exhibit 3.13

CERTIFICATE OF FORMATION
OF
CASCADES DELAWARE LLC

        This Certificate of Formation of Cascades 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 Cascades 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, 10^th 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, 10^th 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

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CERTIFICATE OF FORMATION OF CASCADES DELAWARE LLC

EX-3.14

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Exhibit 3.14

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF CASCADES DELAWARE LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF CASCADES DELAWARE LLC

        This Limited Liability Company Operating Agreement (including any exhibits attached hereto, as amended from time to time, the "Agreement") of Cascades Delaware LLC, a Delaware limited liability company (the "Company") is made as of April 19, 2004 by 3815315 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 the 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 and the execution of this agreement. 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 Cascades 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, 10^th 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.

        Section 1.5    Principal Place of Business.    The principal place of business of the Company shall be at 805 Midway Road Rockingham, NC 28379 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 bc 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.l(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 and be sued, 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;

        (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.

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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 Jean P. Breault, Guy Prenovost and Robert F. Hall. 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, 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 the 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—Alain Lemaire; Vice-President—Gary A. Hayden; Secretary—Guy Prenevost; Assistant-Secretary—Robert F. Hall and Treasurer—Jean P. Breault. Except to the extent otherwise 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;

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        (j)    declaring distributions to the Member in accordance with the terms hereof and the Act; and

        (k)   obtaining general liability, property and other insurance for the Company.

        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 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 by 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. 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.

        (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").

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        (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 and 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 therefor. 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.

        (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$ 6,000. 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 bc 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.

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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 other 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 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 last 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.

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ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

        Section 8.1    Limited 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 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.

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        (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 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 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.

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        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



(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, telecopied, 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 772, Sherbrooke Street West, Suite 100, (Quebec), 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.

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        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, statute, ordinance or otherwise.

        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.

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

3815315 CANADA INC.
By:	/s/  NATHALIE THEBERGE
	Name: Nathalie Theberge Title: Assistant Secretary

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EXHIBIT A—FORM OF UNIT CERTIFICATE
UNIT CERTIFICATE FOR
CASCADES 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 TO ANY SALE OR DISTRIBUTION HEREOF.

        Certificate Number                     

        Cascades Delaware LLC, a Delaware limited liability company (the "Company"), hereby certifies that 3815315 Canada Inc. (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 hereby, 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.

	CASCADES DELAWARE LLC
Date:	Name:
	Title: President
	Name:
	Title: Secretary or Treasurer

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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 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.

(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 of 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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QuickLinks

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CASCADES DELAWARE LLC
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CASCADES DELAWARE LLC
ARTICLE I ORGANIZATION
ARTICLE II PURPOSES AND POWERS OF THE COMPANY
ARTICLE III MEMBER
ARTICLE IV BOARD OF MANAGERS
ARTICLE V UNITS; CAPITAL CONTRIBUTIONS
ARTICLE VI DISTRIBUTIONS
ARTICLE VII BOOKS AND RECORDS; ACCOUNTING AND TAX MATTERS
ARTICLE VIII LIABILITY, EXCULPATION AND INDEMNIFICATION
ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION
ARTICLE X AMENDMENT
ARTICLE XI MISCELLANEOUS
EXHIBIT A—FORM OF UNIT CERTIFICATE UNIT CERTIFICATE FOR CASCADES DELAWARE LLC
EXHIBIT B—ORGANIZATIONAL MATTERS

EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

ROLLAND PAPER CORPORATION

Under Section 402 of the Business Corporation Law

The undersigned, a natural person over eighteen years of age, for the purpose of forming a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, does hereby certify as follows:

FIRST:  The name of the corporation is ROLLAND PAPER CORPORATION.

SECOND:  The purpose for which it is formed is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York State.  It is not formed to engage in any act or activity requiring the consent or approval of any state official department board, agency or other body.

THIRD:  Its office in the State of New York shall be located in the City and County of Albany.

FOURTH:  The aggregate number of shares which the corporation shall have the authority to issue is one hundred thousand (100,000) shares of common stock of the par value of $10.00 per share.

FIFTH:  The Secretary of State of the State of New York is hereby designated as the agent of the corporation upon whom any process in any action or proceeding against it may be served.  The address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is Rolland, Inc., 800 Place Victoria, Suite 3620, Montreal, Quebec, Canada, H4Z1H3, Attn:  Secretary.

SIXTH:  No holder of shares of the corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the corporation.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 13^th day of December, 1982, and I affirm the statements contained therein as true under penalty of perjury.

/s/ David S. Williams

DAVID S. WILLIAMS

75 State Street

Albany, New York 12201

2

CERTIFICATE OF INCORPORATION

OF

ROLLAND PAPER CORPORATION

Under Section 402 of the Business Corporation Law

McNAMEE, LOCHNER, TITUS & WILLIAMS, P.C.

Attorneys At Law

15 STATE STREET

ALBANY, NEW YORK 12201

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ROLLAND PAPER CORPORATION

Under Section 805 of the Business Corporation Law

The undersigned do hereby certify as follows:

1.The name under which the corporation was incorporated was Rolland Paper Corporation.

2.The Certificate of Incorporation of the corporation was filed in the Office of the Secretary of State, Albany, New York, on December 14, 1982.

3.The Certificate of Incorporation is hereby amended to increase the aggregate number of shares which the corporation is authorized to issue from 100,000, with a par value of $10.00 per share, to 300,000 shares of which 100,000 shares called common shares, shall have a par value of $10.00, and 200,000 shares, called Class A shares, shall have a par value of $10.00 per share, and which Class A shares shall be redeemable by the corporation.

4.Article ”FOURTH” of the Certificate of Incorporation is hereby amended to read as follows:

“FOURTH:(a)The aggregate number of shares which the corporation shall have the authority to issue is 300,000 shares of which 100,000 shares shall have a par value of $10.00 each, and shall be known as common shares, and of which 200,000 shares shall have a par value of $10.00 each and shall be known as Class A shares.

(b)The designation and the powers, preferences, rights and qualifications, limitations, or restrictions of the shares are as follows:

(1)Class A shares shall have no vote;

(2)The corporation shall have the right to redeem its Class A shares, or any part of such shares issued and outstanding at any time by paying to the holders thereof the book value of such shares as determined by the previous fiscal year audit, together with the amounts of all accrued dividends due thereon at time of redemption.  The corporation may apply toward the redemption or purchase of such shares as herein provided any part of its surplus funds and/or an amount of its stated capital which shall not be greater than the stated capital represented by the shares redeemed or purchased but under no circumstances shall the corporation apply any other funds or any other or further part of its stated capital toward the redemption or purchase of such shares.  The redemption or purchase of any such shares shall not be effected where the effect of any such redemption or purchase and application of stated capital thereto shall be to reduce the net assets of the corporation below the stated capital remaining after giving effect to the cancellation of such shares, or if the corporation is insolvent or would thereby be made insolvent.

The Board of Directors of this corporation shall have full power and discretion to determine upon and select from the

outstanding number of such shares of this corporation particular shares for redemption or purchase, and its proceedings and action in this connection shall not be subject to attack except by fraud.  The said Board shall have full power to determine and put into effect a general method for the calling of a particular number of such shares for redemption, whether by lot or otherwise.  In all instances, it shall have full power and authority to determine upon and take the necessary proceedings to fully effect such redemption.

5.The foregoing amendment of the Certificate of Incorporation was authorized by the Board of Directors of the corporation and thereafter by the unanimous written consent of the shareholders of the corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate of Amendment of the Certificate of Incorporation this 5^th day of September, 1984, and we affirm the statements contained therein as true under penalty of perjury.

/s/ Adrian Desautels

Adrian Desautels

Vice President and Treasurer

/s/ Luc O. Desy

Luc O. Desy

Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION


OF


ROLLAND PAPER CORPORATION

Under Section 805 of the Business Corporation Law

McNAMEE, LOCHNER, TITUS & WILLIAMS, P.C.

Attorneys At Law

15 STATE STREET

ALBANY, NEW YORK 12201

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ROLLAND PAPER CORPORATION

Under Section 805 of the Business Corporation Law

The undersigned do hereby certify as follows:

1.The name under which the corporation was incorporated was Rolland Paper Corporation.

2.The Certificate of Incorporation of the corporation was filed in the Office of the Secretary of State, Albany, New York, on December 14, 1982.

3.The Certificate of Incorporation is hereby amended to increase the aggregate number of shares which the corporation is authorized to issue from 300,000 shares of which 100,000 have a par value of $10.00 each, and are known as common shares, and of which 200,000 shares have a par value of $10.00, and are known as Class A shares, and are redeemable by the corporation, to 600,000 shares of which 300,000 shares, called common shares, shall have a par value of $10.00, and 300,000 shares, called Class A shares, shall have a par value of $10.00 per share, and which Class A shares shall be redeemable by the corporation.

4.Article ”FOURTH” of the Certificate of Incorporation is hereby amended to read as follows:

“FOURTH:(a)The aggregate number of shares which the corporation shall have the authority to issue is 600,000 shares of which 300,000 shares shall have a par

value of $10.00 each, and shall be known as common shares, and of which 300,000 shares shall have a par value of $10.00 each and shall be known as Class A shares.

“(b)The designation and the powers, preferences, rights and qualifications, limitations, or restrictions of the shares are as follows:

“(1)Class A shares shall have no vote;

“(2)The corporation shall have the right to redeem its Class A shares, or any part of such shares issued and outstanding at any time by paying to the holders thereof the book value of such shares as determined by the previous fiscal year audit, together with the amounts of all accrued dividends due thereon at time of redemption.  The corporation may apply toward the redemption or purchase of such shares as herein provided any part of its surplus funds and/or an amount of its stated capital which shall not be greater than the stated capital represented by the shares redeemed or purchased but under no circumstances shall the corporation apply any other funds or any other or further part of its stated capital toward the redemption or purchase of any such shares.  The redemption or purchase of any such shares shall not be effected where the effect of any such redemption or purchase and application of stated capital thereto shall be to reduce the net assets of the corporation below the stated capital remaining after giving effect to the cancellation of such shares, or if the corporation is insolvent or would thereby be made insolvent.

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“The Board of Directors of this corporation shall have full power and discretion to determine upon and select from the outstanding number of such shares of this corporation particular shares for redemption or purchase, and its proceedings and action in this connection shall not be subject to attack except by fraud.  The said Board shall have full power to determine and put into effect a general method for the calling of a particular number of such shares for redemption, whether by lot or otherwise.  In all instances, it shall have full power and authority to determine upon and take the necessary proceedings to fully effect such redemption.”

5.The foregoing amendment of the Certificate of Incorporation was authorized by the Board of Directors of the corporation and thereafter by the unanimous written consent of the shareholders of the corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate of Amendment of the Certificate of Incorporation this 5^th day of August , 1986, and we affirm the statements contained therein as true under penalty of perjury.

/s/ Adrian Desautels

Adrian Desautels, Vice President

/s/ Luc O. Desy

Luc O. Desy, Secretary

3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION


OF


ROLLAND PAPER CORPORATION

Under Section 805 of the Business Corporation Law

McNAMEE, LOCHNER, TITUS & WILLIAMS, P.C.

Attorneys At Law

15 STATE STREET

ALBANY, NEW YORK 12201

New York State
Department of State
Division of Corporation State Records
and Uniform Commercial Code
41 State Street
Albany, NY  12231

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF

ROLLAND PAPER CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

FIRST:			The name of the corporation is:		Rolland Paper Corporation
If the name of the corporation has been changed, the name under which it was formed is:							(N/A)
SECOND:				The date of filing of the certificate of incorporation with the Department of State is:
December 14, 1982
THIRD:	(Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph.)
The amendment effected by this certificate of amendment is amended as follows:
Paragraph		First				of the Certificate of Incorporation relating to	the name of the
corporation

is hereby amended to read in its entirety as follows:	The name of the corporation is Cascades
Fine Papers Group (USA) Inc.

FOURTH:		The certificate of amendment was authorized by:	[Check the appropriate box]
ý	The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

/s/Michele Beauchamp	Michele Beauchamp, Secretary
(Signature)	(Name and Capacity of Signer)

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF

ROLLAND PAPER CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

Filer’s Name		John Saywell, Esq.
Address	190 Valois,
City, State and Zip Code			Vaudreuil-Dorion, Quebec, CANADA, J7V 1T4

NOTE:  This form was prepared by the New York State Department of State.  It does not contain all optional provisions under the law.  You are not required to use this form.  You may draft your own form or use forms available at legal stationery stores.  The Department of State recommends that all documents be prepared under the guidance of an attorney.  The certificate must be submitted with a $60 filing fee, plus the required tax on shares pursuant to § 180 of the Tax Law, if applicable.

  For Office Use Only

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CERTIFICATE OF MERGER

OF

CASCADES FINE PAPERS GROUP (USA) INC.
(A Delaware Corporation)

Into

CASCADES FINE PAPERS GROUP (USA) INC.
(A New York Corporation)

(Pursuant to Section 904 of the Business Corporation Law)

It is hereby certified by the corporations named herein as the constituent corporations as follows:

FIRST:  The name of the domestic corporation to be merged, the certificate of incorporation of which was filed by the Department of State on December 14, 1982, is Cascades Fine Papers Group (USA) Inc. (the “Surviving Corporation”).  The name under which it was formed is Rolland Paper Corporation.

SECOND:  The name of the merged corporation, the certificate of incorporation of which was filed with the Secretary of State of the State of Delaware on July 15, 1992, is Cascades Fine Papers Group (USA) Inc. (the “Merged Corporation”).  The name under which it was formed is Rolland Paper Corporation.

THIRD:  The designation and number of outstanding shares of each class of the constituent corporations are as follows:

Designation	Number Outstanding
Surviving Corporation
Common Stock, $10.00 par value		100,000 (entitled to vote)
Class A Stock, $10.00 par value		250,000
Merged Corporation
Common Stock, $1.00 par value		100 (entitled to vote)
Class A Stock, $1.00 par value		250

The Surviving Corporation does not own any of the foregoing shares.

FOURTH:  The Board of Directors of the corporation named herein as the Surviving Corporation has adopted a plan of merger setting forth the terms and conditions of merging the corporation named herein as the Merged Corporation into said Surviving Corporation which plan of merger has been approved by the shareholder of the Surviving Corporation in accordance with Section 903(a) of the Business Corporation Law.

FIFTH:  Upon the Effective Date, as defined below, of the merger, each share of Common Stock and Class A Stock, $10.00 par value of the Surviving Corporation issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding and each share of Common Stock and Class A Stock, $1.00 par value of the Merged Corporation issued and outstanding immediately prior to the Effective Date, and all rights in respect thereof, shall be changed and converted into the right to receive $1.00 in cash.

SIXTH:  The Certificate of Incorporation of the Surviving Corporation as in effect on the Effective Date shall continue in full force and effect after the Effective Date as the Certificate of Incorporation of the Surviving Corporation.

SEVENTH:  The merger herein certified has been authorized by the surviving constituent corporation by the written consent of the holders of all outstanding shares of the corporation entitled to vote on the plan of merger.

EIGHTH:  The merger herein certified was authorized with respect to the merged constituent corporation in accordance with the laws of its jurisdiction of incorporation and is in compliance with said laws.

NINTH:  No application For Authority in the State of New York of the merged corporation to transact business therein was filed by the Department of State of the State of New York.

TENTH:  The effective date of the merger shall be May 26, 2004 (the “Effective Date”).

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us are true and correct.

Executed on this 26^th day of May, 2004.

CASCADES FINE PAPERS
GROUP (USA) INC.
(A New York Corporation)
By:	/s/ Louise Paul
Name:	Louise Paul
Title:	Secretary
CASCADES FINE PAPERS
GROUP (USA) INC.
(A Delaware Corporation)
By:	/s/ Robert F. Hall
Name:	Robert F. Hall
Title:	Assistant Secretary

2

EX-3.20

Exhibit 3.20

EXHIBIT A

BY-LAWS

of

ROLLAND PAPER CORPORATION

TABLE OF CONTENTS

ARTICLE I	Stockholders
Section 1	Annual Meeting
Section 2	Special Meetings
Section 3	Place and Hour of Meetings
Section 4	Notices of Meetings
Section 5	Quorum
Section 6	Voting
Section 7	Proxies
Section 8	Action at Meeting
Section 9	Stockholder Lists
Section 10	Record Date
Section 11	Action by Written Consent
ARTICLE II	Directors
Section 1	Powers
Section 2	Number and Directors
Section 3	Election and Tenure
Section 4	Qualification
Section 5	Vacancies and Newly Created Directorships
Section 6	Removal
Section 7	Resignation
Section 8	Annual Meeting
Section 9	Regular Meetings
Section 10	Special Meetings
Section 11	Notices
Section 12	Quorum
Section 13	Action at Meeting
Section 14	Action by Written Consent
Section 15	Telephone Meetings
Section 16	Place of Meetings

Section 17	Compensation
Section 18	Committees
ARTICLE III	Officers
Section 1	Officers and Their Election
Section 2	Term of Office
Section 3	Vacancies
Section 4	President
Section 5	Chairman of the Board
Section 6	Vice Presidents
Section 7	Treasurer
Section 8	Assistant Treasurers
Section 9	Secretary
Section 10	Assistant Secretaries
Section 11	Salaries
Section 12	Removal
Section 13	Bond
Section 14	Resignations
ARTICLE IV	Capital Stock
Section 1	Stock Certificates and Uncertificated Shares
Section 2	Classes of Stock
Section 3	Transfer of Stock
Section 4	Holders of Record
Section 5	Lost, Stolen, or Destroyed Certificates
ARTICLE V	Miscellaneous Provisions
Section 1	Interested Directors and Officers
Section 2	Indemnification
Section 3	Stock in Other Corporations
Section 4	Checks, Notes, Drafts and Other Instruments
Section 5	Corporate Seal
Section 6	Fiscal Year
Section 7	Books and Records
Section 8	Separability
Section 9	Amendments

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BY-LAWS

OF

ROLLAND PAPER CORPORATION

ARTICLE I

Stockholders

Section 1.  Annual Meeting.    An annual meeting of the stockholders of the corporation, for the election of the Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on a date selected each year by the Board of Directors.

Section 2.  Special Meetings.    Special meetings of the stockholders may be called by the President or by order of the Board of Directors, and shall be called by the Secretary (or in the case of the death, absence, incapacity or refusal of the Secretary, by any other officer) upon written application by one or more stockholders who together hold at least twenty-five percent (25%) in interest of the capital stock entitled to vote at the meeting.

Section 3.  Place and Hour of Meetings.    All meetings of stockholders shall be held at the principal office of the corporation at 10:00 a.m. local time unless a different place or hour is fixed by the person or persons calling the meeting and stated in the notice of the meeting.

Section 4.  Notices of Meetings and Adjourned Meetings.    A written notice of each annual or special meeting of the stockholders stating the place, date, and hour thereof, shall be given by the Secretary (or the person or persons calling the meeting), not less than 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to vote thereat, by leaving such notice with him or at his residence or usual place of business, or by depositing it postage prepaid in the United States mail, directed to each stockholder at his address as it appears on the records of the corporation.  The notice of a special meeting of the stockholders shall state the purpose or purposes for which the meeting is called.  An affidavit of the Secretary, Assistant Secretary, or transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

No notice need be given to any person with whom communication is unlawful or to any person who has waived such notice (a) in writing (which writing need not specify the business to be transacted at, or the purpose of, the meeting) signed by such person before or after the time of the meeting or (b) by attending the meeting except for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  No notice need be given to any person to whom (a) notice of two consecutive annual meetings, and all notices of meetings or of a taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (b) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a 12 month period, have been mailed addressed to such person at his address as shown on the records of the corporation, have been returned undeliverable.  If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person in accordance with this Section 4 shall be reinstated.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken except that, if the adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in the manner provided in this Section 4.

Section 5.  Quorum.    At any meeting of the stockholders, a quorum for the transaction of business shall consist of one or more individuals appearing in person or represented by proxy and owning or representing a majority of the shares of the corporation then outstanding and entitled to vote, provided that less than such quorum shall have power to adjourn the meeting from time to time.

Section 6.  Voting.    Unless otherwise provided in the Certificate of Incorporation and subject to the provisions of Section 10 of this Article I, 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.  Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held.  Persons whose stock is pledged shall be entitled to vote unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote the pledged shares, in which case only the pledgee or

2

his proxy shall be entitled to vote.  If shares stand of record in the names of two or more persons or if two or more persons have the same fiduciary relationship respecting the shares then, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided to the contrary: (a) if only one votes, his act binds all; (b) if more than one vote, the act of the majority so voting binds all; and (c) if more than one vote and the vote is evenly split, the effect shall be as provided by law.

Section 7.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 8.  Action at Meeting.    When a quorum is present at any meeting, action of the stockholders on any matter properly brought before such meeting shall require, and may be effected by, the affirmative vote of the holders of a majority in interest of the stock present or represented and entitled to vote and voting on such matter, except where a different vote is required by law, the Certificate of Incorporation or these By-laws.  If the Certificate of Incorporation so provides, no ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

Section 9.  Stockholder Lists.    The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the

3

corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 10.  Record Date.    (a) In order that the corporation may 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, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or 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, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.

(b)If no record date is fixed:

(1)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.

(2)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.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)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 11.  Action by Written Consent.    Any action required by law 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 such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so

4

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 corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing; such consent shall be effective as of the date stated therein and shall be filed with the minutes of the meeting of the stockholders.

ARTICLE II

Directors

Section 1.  Powers.    The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors.

Section 2.  Number of Directors.    The Board of Directors shall consist of not less than one person.  The number of Directors shall be fixed by the stockholders at the annual meeting and may be increased or decreased by the stockholders or the Board of Directors at any time.

Section 3.  Election and Tenure.    Each Director shall be elected by plurality vote of the stockholders at the annual meeting or as provided in Section 5 of this Article II.  Each Director shall serve until the date fixed in these By-laws for the next annual meeting of stockholders after his election and thereafter until his successor is elected and qualified, or until his earlier resignation or removal.

Section 4.  Qualification.    No Director need be a stockholder.

Section 5.  Vacancies and Newly Created Directorships.    Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors elected by all of the stockholders having the right to vote as a single class may be filled by the stockholders at any meeting or by written consent, by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director.  Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more Directors by the Certificate of Incorporation, vacancies and newly created Directorships of such class or classes or series may be filled by a majority of the Directors elected by such class or classes or series thereof

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then in office, or by a sole remaining Director so elected.  When one or more Directors shall resign from the Board, effective at a future date, a majority of Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies by vote to take effect when such resignation or resignations shall become effective.

Section 6.  Removal.    Any Director or the entire Board of Directors may be removed with or without cause, by the holders of the shares then entitled to vote at an election of the Directors.

Section 7.  Resignation.    Any Director of the corporation may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, if any, to the President, or to the Secretary, and any member of a committee may resign therefrom at any time by giving notice as aforesaid or to the chairman or secretary of such committee.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8.  Annual Meeting.    Immediately after each annual meeting of stockholders and at the place thereof, if a quorum of the Directors is present, there shall be a meeting of the Directors without notice.

Section 9.  Regular Meetings.    Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board, and no notice need be given of regular meetings held at times and places so fixed, PROVIDED, HOWEVER, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of stockholders and that, if at any meeting of Directors at which a resolution is adopted fixing the times or place or places for any regular meetings any Director is absent, no meeting shall be held pursuant to such resolution without notice to or waiver by such absent Director pursuant to Section 11 of this Article II.

Section 10.  Special Meetings.    Special meetings of the Directors may be called by the chairman of the Board (if any), the President, or by any two Directors, and shall be held at the place and on the date and hour designated in the call thereof.

Section 11.  Notices.    Notices of any special meeting of the Directors shall be given by the Secretary or an Assistant

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Secretary to each Director, by mailing to him, postage prepaid, and addressed to him at his address as registered on the books of the corporation, or if not so registered at his last known home or business address, a written notice of such meeting at least four days before the meeting or by delivering such notice to him at least 48 hours before the meeting or by sending to him at least 48 hours before the meeting, by prepaid telegram addressed to him at such address, notice of such meeting.  In the absence of all such officers, such notice may be given by the officer or one of the Directors calling the meeting.  Notice need not be given to any Director who has waived notice (a) in writing executed by him before or after the meeting and filed with the records of the meeting, or (b) by attending the meeting except for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A notice or waiver of notice of a meeting of the Directors need not specify the business to be transacted at or the purpose of the meeting.

Section 12.  Quorum.    At any meeting of the Directors a majority of the total number of Directors shall constitute a quorum for the transaction of business; provided always that any number of Directors (whether one or more and whether or not constituting a quorum) present at any meeting or at any adjourned meeting may adjourn such meeting, provided that all absent Directors receive or waive notice pursuant to Section 11 of Article II of any such adjournment that exceeds four business days.

Section 13.  Action at Meeting.    At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present and voting, unless a different vote is required by law, the Certificate of Incorporation, or these By-laws.

Section 14.  Action by Written Consent.    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 15.  Telephone Meetings.    Members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which

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all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 15 shall constitute presence in person at such meeting.

Section 16.  Place of Meetings.    The Board of Directors may hold its meetings, and have an office or offices, within or without the State of Delaware.

Section 17.  Compensation.    The Board of Directors shall have the authority to fix the compensation of Directors.

Section 18.  Committees.    (a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property or assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-laws of the corporation.  Such a committee may, to the extent expressly provided in the resolution of the Board of Directors, have the power or authority to declare a dividend or to authorize the issuance of stock.

(b)At any meeting of any committee, a majority of the whole committee shall constitute a quorum and, except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-laws, the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum shall be the act of the committee.

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(c)Each committee, except as otherwise provided by resolution of the Board of Directors, shall fix the time and place of its meetings within or without the State of Delaware, shall adopt its own rules and procedures, and shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

ARTICLE III

Officers

Section 1.  Officers and Their Election.    The officers of the corporation shall be a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time determine and elect or appoint.  The Board of Directors may appoint one of its members to the office of Chairman of the Board and another of its members to the office of Vice-Chairman of the Board and from time to time define the powers and duties of these offices notwithstanding any other provisions of these By-laws.  The President, the Secretary and the Treasurer shall be elected by the Board of Directors at its annual meeting or at the first meeting of the Board after the date fixed by these By-laws therefor and may, but need not, be members of the Board of Directors.  Two or more offices may be held by the same person.

Section 2.  Term of Office.    The President, the Treasurer and the Secretary shall, unless sooner removed under the provisions of these By-laws, hold office until the next annual election of officers and thereafter until their respective successors are elected and qualified or until their earlier resignation or removal.  All other officers shall hold office for such term as shall be determined from time to time by the Board of Directors.

Section 3.  Vacancies.    Any vacancy at any time existing in any office may be filled by the Directors.

Section 4.  President.    The President shall be the chief executive officer of the corporation except as the Board of Directors may otherwise provide.  It shall be his duty and he shall have the power to see that all orders and resolutions of the Board of Directors are carried into effect.  He shall from time to time report to the Board of Directors all matters within his knowledge which the interests of the corporation may require to be brought to its notice.  The President, when present, shall preside at all meetings of the stockholders and of the Board of

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Directors, unless otherwise provided by the Board of Directors.  The President shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.

Section 5.  Chairman of the Board.    The Chairman of the Board shall have the powers and duties expressly designated in these By-laws and shall perform such duties and have such powers additional thereto as the Board of Directors shall designate.

Section 6.  Vice Presidents.    In the absence or disability of the President, his powers and duties shall be performed by the Vice President, if only one, or, if more than one, by the one designated for the purpose by the Board of Directors.  Each Vice President shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.

Section 7.  Treasurer.    The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as shall be designated by the Board of Directors or in the absence of such designation in such depositories as he shall from time to time deem proper.  He shall disburse the funds of the corporation as shall be ordered by the Board of Directors, taking proper vouchers for such disbursements.  He shall promptly render to the President and to the Board of Directors such statements of his transactions and accounts as the President and Board of Directors respectively may from time to time require.  The Treasurer shall perform such duties and have such powers additional to the foregoing as the Board of Directors may designate.

Section 8.  Assistant Treasurers.    In the absence or disability of the Treasurer, his powers and duties shall be performed by the Assistant Treasurer, if only one, or if more than one, by the one designated for the purpose by the Board of Directors.  Each Assistant Treasurer shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.

Section 9.  Secretary.    The Secretary shall issue notices of all meetings of stockholders, of the Board of Directors and of committees thereof where notices of such meetings are required by law or these By-laws.  He shall record the proceedings of the meetings of the stockholders and of the Board of Directors and shall be responsible for the custody thereof in

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a book to be kept for that purpose.  He shall also record the proceedings of the committees of the Board of Directors unless such committees appoint their own respective secretaries.  Unless the Board of Directors shall appoint a transfer agent and/or registrar, the Secretary shall be charged with the duty of keeping, or causing to be kept, accurate records of all stock outstanding, stock certificates issued and stock transfers.  He shall sign such instruments as require his signature.  The Secretary shall have custody of the corporate seal and shall affix and attest such seal on all documents whose execution under seal is duly authorized.  In his absence at any meeting, an Assistant Secretary or the Secretary pro tempore shall perform his duties thereat.  He shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.

Section 10.  Assistant Secretaries.    In the absence or disability of the Secretary, his powers and duties shall be performed by the Assistant Secretary, if only one, or, if more than one, by the one designated for the purpose by the Board of Directors.  Each Assistant Secretary shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.

Section 11.  Salaries.    The salaries and other compensation of officers, agents and employees shall be fixed from time to time by or under authority from the Board of Directors.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a Director of the corporation.

Section 12.  Removal.    The Board of Directors may remove any officer, either with or without cause, at any time.

Section 13.  Bond.    The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

Section 14.  Resignations.    Any officer, agent or employee of the corporation may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, if any, to the President or to the Secretary of the corporation.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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ARTICLE IV

Capital Stock

Section 1.  Stock Certificates and Uncertificated Shares.    The shares of the corporation shall be represented by certificates, unless the Board of Directors of the corporation provides by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of such resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer and/or Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation representing the number of shares registered in certificate form.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 2.  Classes of Stock.    If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the face or back of each certificate issued by the corporation to represent such class or series shall either (a) set forth in full or summarize the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions thereof, or (b) contain a statement that the corporation will furnish a statement of the same without charge to each stockholder who so requests.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information referred to in the first sentence of this Section 2 or a statement that the corporation will furnish such information without charge to each stockholder who so requests.  Except as otherwise expressly provided by law, the rights and obligations of the holder of uncertificated stock and the rights

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and obligations of the holders of certificates representing stock of the same class and series shall be identical.  Any of the voting powers, designations, preferences, rights and qualifications or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the Certificate of Incorporation or any amendment thereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Certificate of Incorporation, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the Certificate of Incorporation or in the resolution or resolutions providing for the issue of said stock adopted by the Board of Directors.

If the corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, shall not have been set forth in the Certificate of Incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation or any amendment thereto, a certificate of designations setting forth a copy of such resolution or resolutions and the number of shares of stock of such class or series as to which the resolution or resolutions apply shall be executed, acknowledged, filed, recorded and shall become effective, in accordance with the applicable provisions of the Delaware General Corporation Law, as the same may be in effect from time to time.  Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such class or series to which such resolution or resolutions apply may be increased or decreased by a certificate likewise executed, acknowledged, filed and recorded setting forth the statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the Board of Directors.  In case the number of such shares are decreased, the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions.  When no shares of any such class or series are outstanding either because none were issued or because no issued shares of any such class or series remain outstanding, a certificate setting forth a resolution or

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resolutions adopted by the Board of Directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, may be executed, acknowledged, filed and recorded in accordance with the applicable provisions of the Delaware General Corporation Law, as the same may be in effect from time to time, and, when such certificate becomes effective it shall have the effect of eliminating from the certificate of Incorporation all matters set forth in the certificate of designations with respect to such class or series of stock and shall have the effect of amending the Certificate of Incorporation.

Section 3.  Transfer of Stock.    Shares of stock shall be transferable on the books of the corporation pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe.  The Board of Directors may at any time or from time to time appoint a transfer agent or agents or a registrar or registrars for the transfer or registration of shares of stock.

Section 4.  Holders of Record.    Prior to due presentment for registration of transfer the corporation may treat the holder of record of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.

Section 5.  Lost, Stolen, or Destroyed Certificates.    The Board of Directors may direct a new stock certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock or uncertificated shares to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against the corporation on account of the alleged loss, theft, or destruction, of such certificates or the issuance of such new certificate or uncertificated shares.

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ARTICLE V

Miscellaneous Provisions

Section 1.  Interested Directors and Officers.    (a) No contract or transaction between the corporation and one or more of its Directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3)The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

(b)Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 2.  Indemnification.    To the maximum extent permitted by the Delaware General Corporation Law, as the same may be in effect from time to time, the corporation 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

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Director or officer of the corporation, or is or was a Director or officer of the corporation serving at the request of the corporation 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 corporation to similarly indemnify employees or agents of the corporation or persons who are serving at the request of the corporation as a Director or officer of another entity but who are not Directors or officers of the corporation.

Section 3.  Stock in Other Corporations.    Subject to any limitations that may be imposed by the Board of Directors, the President or any person or persons authorized by the Board of Directors may, in the name and on behalf of the corporation, (a) call meetings of the holders of stock or other securities of any corporation or other organization, stock or other securities of which are held by this corporation, (b) act, or  appoint any other person or persons (with or without powers of substitution) to act in the name and on behalf of the corporation, or (c) express consent or dissent, as a holder of such securities, to corporate or other action by such other corporation or organization.

Section 4.  Checks, Notes, Drafts and Other Instruments.    Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same.  No officer or person shall sign any such instrument as aforesaid unless authorized by the Board of Directors to do so.

Section 5.  Corporate Seal.    The seal of the corporation shall be circular in form, bearing the name of the corporation, the word “Delaware”, and the year of incorporation, and the same may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.  Fiscal Year.    The fiscal year of the corporation shall be December 31 of each year.

Section 7.  Books and Records.    The books, accounts and records of the corporation, except as may be otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint.  Except as may otherwise be provided by law, the Board of Directors shall determine whether and to what extent the books, accounts,

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records and documents of the corporation, or any of them, shall be open to the inspection of the stockholders.

Section 8.  Separability.    If any term or provision of the By-laws, or the application thereof to any person or circumstances or period of time, shall to any extent be invalid or unenforceable, the remainder of the By-laws shall be valid and enforced to the fullest extent permitted by law.

Section 9.  Amendments.    The By-laws may be amended or repealed by the stockholders or, if such power is conferred by the Certificate of Incorporation, by the Board of Directors, except that any By-law added or amended by the stockholders may be altered or repealed only by the stockholders if such By-law expressly so provides.

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EX-3.27

Exhibit 3.27

[SEAL]

Nova Scotia

CERTIFICATE OF INCORPORATION

Companies Act

Registry Number

3087960

Name of Company

CASCADES NOVA SCOTIA COMPANY

I hereby certify that the above-mentioned company was incorporated this date under the Companies Act and that the liability of the members is unlimited.

/s/	March 25, 2004
Agent of the Registrar of Joint Stock Companies	Date of Incorporation

MEMORANDUM OF ASSOCIATION
OF
CASCADES NOVA SCOTIA COMPANY

1.The name of the Company is Cascades Nova Scotia Company.

2.There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)to sell or dispose of its undertaking, or a substantial part thereof;

(2)to distribute any of its property in specie among its members; and

(3)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

	/s/ Charles S. Reagh
	Name of Subscriber: Charles S. Reagh
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation: Solicitor
	Number of shares subscribed: One common share
TOTAL SHARES TAKEN: one common share
Dated this 25th day of March, 2004.
Witness to above signature:	/s/ Amy Smith
	Name of Witness: Amy Smith
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation: Legal Assistant

EX-3.28

Exhibit 3.28

ARTICLES OF ASSOCIATION
OF
CASCADES NOVA SCOTIA COMPANY

INTERPRETATION

1.In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)“Act” means the Companies Act (Nova Scotia);

(2)“Articles” means these Articles of Association of the Company and all amendments hereto;

(3)“Company” means the company named above;

(4)“director” means a director of the Company;

(5)“Memorandum” means the Memorandum of Association of the Company and all amendments thereto;

(6)“month” means calendar month;

(7)“Office” means the registered office of the Company;

(8)“person” includes a body corporate;

(9)“proxyholder” includes an alternate proxyholder;

(10)“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)“Registrar” means the Registrar as defined in the Act;

(12)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(13)“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)“special resolution” has the meaning assigned by the Act;

(15)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)words importing number or gender include all numbers and genders unless the context otherwise requires.

2.The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.

SHARES

6.The capital of the company shall consist of 100,000 common shares without nominal or par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

7.The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company.  Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share.  On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

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13.Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

14.The Company is a private company, and:

(1)no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;

(2)the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and

(3)the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

15.Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine.  Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate.  When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced.  All such certificates when signed as provided in this Article shall be valid and binding upon the Company.  If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

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17.Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate.  Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

21.The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors.  A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles.  It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

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FORFEITURE OF SHARES

26.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

27.The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid.  The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

28.If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

29.When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

30.Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

31.The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

32.Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment.  The directors may enforce such payment if they think fit, but are under no obligation to do so.

33.A certificate signed by the Secretary stating that a share has been duty forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

LIEN ON SHARES

34.The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company,

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whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares.  Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

35.For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

36.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

37.Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

38.The instrument of transfer of any share in the Company shall be signed by the transferor.  The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

39.The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,            hereby sell, assign, and transfer unto            ,              shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint            attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

Dated the      day of                           ,         

Witness:

40.The directors may, without assigning any reason therefor, decline to register any transfer of shares

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(1)not fully paid-up or upon which the Company has a lien, or

(2)the transfer of which is restricted by any agreement to which the Company is a party.

41.Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

42.The directors may require that a fee determined by them be paid before or after registration of any transfer.

43.Every instrument of transfer shall, after its registration, remain in the custody of the Company.  Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

44.The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder.  When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

45.Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

46.Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares.  The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

SURRENDER OF SHARES

47.The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof.  Any share so surrendered may be disposed of in the same manner as a forfeited share.

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INCREASE AND REDUCTION OF CAPITAL

48.Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient.  Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution.  Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

49.The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law.  Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

MEETINGS AND VOTING BY CLASS OR SERIES

50.Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

51.Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(1)increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

(3)create a new class or series of shares equal or superior to the shares of such class or series.

BORROWING POWERS

52.The directors on behalf of the Company may:

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(1)raise or borrow money for the purposes of the Company or any of them;

(2)secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(3)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)pledge debentures as security for loans;

(5)guarantee obligations of any person.

53.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

55.Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting.  All other meetings of the Company shall be called special general meetings.  Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

56.The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

57.The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company.  It may consist of several documents in like form each signed by one or more of the requisitionists.

58.At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles.  With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner

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they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

59.When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

60.The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

(1)(1)The directors may fix in advance a date as the record date for the determination of shareholders

(a)entitled to receive payment of a dividend or entitled to receive any distribution;

(b)entitled to receive notice of a meeting; or

(c)for any other purpose.

(2)If no record date is fixed, the record date for the determination of shareholders

(a)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

62.The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

63.No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business.  A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

64.One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

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65.The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair.  If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

66.If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place.  If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

67.Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

68.When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise.  The result of the poll shall be the resolution of the meeting at which the poll was demanded.  The demand of a poll may be withdrawn.  When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

69.The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

70.The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

71.Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

72.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

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VOTES OF SHAREHOLDERS

73.Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

74.Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

75.Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it.  If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it.  Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

76.Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

77.A proxy shall be in writing and executed in the manner provided in the Act.  A proxy or other authority of a corporate shareholder does not require its seal.

78.A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

79.A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct.  The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company.  Notice of the requirement for depositing proxies shall be given in the notice calling the meeting.  The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

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80.A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

81.Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,                  of                  being a shareholder of                  hereby appoint                  of                   (or failing him/her                  of                    ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the            day of                        and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this      day of                              .

Shareholder

82.Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

83.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting.  This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

84.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

85.Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

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86.Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

87.The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine.  The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

88.The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

89.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

90.The office of a director shall ipso facto be vacated, if the director:

(1)becomes bankrupt or makes an assignment for the benefit of creditors;

(2)is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)by notice in writing to the Company, resigns the office of director; or

(4)is removed in the manner provided by these Articles.

91.No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act.  No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted.  This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

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ELECTION OF DIRECTORS

92.At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting.  Retiring directors shall be eligible for re-election.

93.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

94.The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

95.The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

96.The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted.  No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it.  Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

MANAGING DIRECTOR

97.The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

98.Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company.  A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

99.The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

100.The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

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CHAIRMAN OF THE BOARD

101.The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office.  The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

102.The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office.  The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

103.The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office.  A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

104.The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors.  The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

105.The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

106.The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

107.If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

108.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business.  Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

109.If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons

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participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

110.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice.  Unless otherwise provided by such arrangements:

(1)A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

111.The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company.  The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

112. (1) Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat.  In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

113.If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside.  If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside.  If no person described above is present at such time and willing to take the

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chair, the directors present shall choose some one of their number to be chairman of the meeting.

114.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

115.The directors may delegate any of their powers to committees consisting of such number of directors as they think fit.  Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

116.The meetings and proceedings of any committee of directors shall be governed, by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

117.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

118.A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

119.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise.  Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

REGISTERS

120.The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors.  Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

121.The directors shall cause minutes to be entered in books designated for the purpose:

(1)of all appointments of officers;

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(2)of the names of directors present at each meeting of directors and of any committees of directors;

(3)of all orders made by the directors and committees of directors; and

(4)of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

122.The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles.  No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

123.Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(2)pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(3)purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers

19

and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(12)determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

(14)invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;

(15)subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;

(16)give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the

20

property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

124.The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company.  A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

THE SEAL

125.The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”).  The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof.  For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

126.The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

127.The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

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DIVIDENDS

128.The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date.  No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

129.Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company.  No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

130.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

131.The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

132.Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

133.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

134.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

135.The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

136.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

137.The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

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138.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

139.Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

140.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held.  Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent.  The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation.  If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose.  No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

ACCOUNTS

141.The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

142.The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

143.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

144.At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the

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Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

145.Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting.  If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

146.The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

147.The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

148.The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

149.An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

150.The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

151.The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

152.A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

153.Shareholders having no registered address shall not be entitled to receive notice.

154.All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

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155.Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon.  Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission.  A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

156.Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

157.Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

158.Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

159.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

160.Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach

25

as a lien on the property of the Company and have priority as against the shareholders over all other claims.

161.No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

EXECUTION OF DOCUMENTS AND INSTRUMENTS

162.Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person’s authority, whether under seal or otherwise as such signatories may see fit.  In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed.  Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes.  The secretary or any other officer or any director may sign certificates and similar instruments on the Company’s behalf with respect to any factual matters relating to the Company’s business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.

REMINDERS

163.The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)Keep a current register of shareholders (Section 42).

(2)Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

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(3)Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)Call a general meeting every year within the proper time (Section 83).  Meetings must be held not later than 15 months after the preceding general meeting.

(5)Send to the Registrar copies of all special resolutions (Section 88).

(6)Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).

(7)Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Sections 89 and 90).

(8)Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(9)Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

Name of Subscriber

Dated at Halifax, Nova Scotia the 25^th day of March, 2004.

Witness to above signature:

Halifax, Nova Scotia

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EX-3.43

Exhibit 3.43

Industry Canada

Certificate of Amendment

Canada Business Corporations Act

CASCADES TISSUE GROUP – PICKERING INC./
CASCADES GROUPE TISSU – PICKERING INC.		329044-1
Name of corporation	Corporation number

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;	o
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
c)     under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
d)    under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization;	¨

/s/ Richard G. Shaw		April 1, 2005
	Richard G. Shaw	Date of Amendment
	Director

Industry Canada		FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 177)
	Canada Business
	Corporations Act

1 – Name of the Corporation	2 – Corporation No.
WOOD WYANT INC.		329044-1
3 – The articles of the above-named corporation are amended as follows:
La dénomination sociale de la société est modifiée pour:
CASCADES TISSUE GROUP – PICKERING INC. / CASCADES GROUPE TISSU – PICKERING INC.

Signature	Printed Name		4 - Capacity of	5 - Tel. No.
/s/ Suzanne Blanchet	Suzanne Blanchet		Administrateur
FOR DEPARTMENTAL USE ONLY
		APR - 4 2005

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

WOOD WYANT INC.		329044-1
Name of corporation	Corporation number

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;	o
(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
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o
		April 28, 1998
Director		Date of Amendment

Canada

Industry Canada

Canada Business
Corporations Act FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1.     Name of the corporation	2.     Corporation number
WOOD WYANT INC.	329044-1
3.     The articles of the above-named corporation are amended as follows:
Paragraph 3 thereof is amended by:
1.     creating an unlimited number of Class F Shares. The rights, privileges, restrictions and conditions attached to the Class F Shares are set out in the attached Schedule I;
2.     replacing Article V to Schedule I of the Certificate of Amendment dated November 11, 1996 by Schedule II attached hereto.

Date			Signature	Title
D-J 28	M 04	Y-A 1998		President
				FOR DEPARTMENTAL USE ONLY
				Filed April 29, 1998

SHARE CONDITIONS
FOR CLASS F SHARES OF WOOD WYANT INC.

I

CLASS F SHARES

The Class F Shares shall carry and be subject to the following rights, privileges, conditions and restrictions:

Dividends

The holders of record of the Class F Shares who have exercised the retraction privilege set forth in section 2.1 hereof in the manner and within the time period set forth in section 2 shall be entitled to a fixed cumulative preferential dividend, subject to the provisions of the Canada Business Corporations Act, in preference and priority to any payment of dividends on any other class of shares of the Corporation, but only after the payment of dividends to the holders of the Class A shares and the holders of the Class B shares and after the payment of any dividends properly payable on the Class E Exchangeable Shares, at an annual rate per share of 3.5% of the Retraction Price (as defined in section 2.1 hereof), payable monthly, on the last day of each month.  Such dividends shall accrue and be cumulative from July 1, 2000.  If on any dividend payment date the Corporation shall not have paid the said dividends in full on all Class F Shares, then the outstanding dividends or the unpaid part thereof shall be paid on a subsequent date or dates in priority to dividends on the common shares and on any shares of any other class of shares of the Corporation ranking junior as to the payment of dividends to the Class F Shares.

Cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada shall be issued in respect of such dividends (less any taxes required to be deducted) and the mailing of such a cheque to any holder shall satisfy the dividend represented thereby.

Retraction of Class F Shares by Holder

A holder of Class F Shares shall be entitled at any time, during the time period commencing July 1, 2000 and terminating on July 31, 2000 upon compliance with the provisions of this section 2, to require the Corporation to redeem all but not less than all of the Class F Shares registered on June 30, 2000 in the name of such holder for an amount per share equal to $11.250028 plus the full aggregate amount of all dividends accrued thereon and unpaid to the applicable date of redemption (collectively the “Retraction Price”), as follows:

redemptions of Class F Shares made pursuant to this section 2 shall be made in five, equal, consecutive, annual tranches, each tranche equal to twenty percent (20%) of the aggregate number of Class F Shares outstanding immediately prior to the first such redemption, and

the first tranche shall be redeemed on the third day of August 2000 and the subsequent tranches shall be redeemed on the third day of August of each of the four successive years until all of the Class F Shares have been redeemed.

The Class F Shares redeemed pursuant to this section 2 shall be cancelled.

To exercise the retraction privilege in this section 2, the holder of Class F Shares shall after July 1, 2000 but prior to July 31, 2000 give notice to the Corporation at its registered office of the intention of the

holder to require the Corporation to redeem all of the Class F Shares held by such holder on June 30, 2000 in the manner and at the times set forth in section 2.1.  To effect each such redemption, the holder shall present and surrender at the registered office of the Corporation at any time prior to the applicable redemption date set forth in paragraph 2.1(ii) the certificate or certificates representing the Class F Shares which the Corporation will be required to redeem on the relevant redemption date, together with such other documents and instruments as may be required to effect a transfer of such Class F Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require.

Upon receipt by the Corporation of the notice of exercise of the retraction privilege in the manner specified in section 2.2 and of a certificate or certificates representing the number of Class F Shares which the Corporation will be required to redeem on the relevant redemption date, subject to the provisions of the Canada Business Corporations Act, the Corporation shall be obliged to redeem the applicable number of Class F Shares held by the holder effective at the close of business on the applicable redemption date and shall cause to be delivered to such holder the total Retraction Price with respect to such applicable number of Class F Shares.  If only a part of the Class F Shares represented by any certificate is to be redeemed, a new certificate for the balance of such Class F Shares shall be issued to the holder at the expense of the Corporation.

In the event that the Corporation shall fail to redeem any tranche of Class F Shares in accordance with the provisions of this section 2, the holders of the Class F Shares shall be entitled to call upon the Corporation, by written request, to redeem such tranche and, subject to Section 36 of the Canada Business Corporations Act, the Corporation shall redeem such shares within thirty (30) days of receipt of such request in accordance with the provisions of this section 2.

Liquidation

In the event of the liquidation, dissolution or winding-up of the Corporation after June 30, 2000, whether voluntary or involuntary, the holders of the Class F Shares who have exercised the retraction privilege set forth in section 2 hereof in the manner and within the time period set forth in section 2 hereof shall be entitled to receive, equally per share, after distribution to the holders of the Class A Shares, the Class B Shares and the Class E Exchangeable Shares, but before any distribution of any part of the assets of the Corporation among the holders of common shares or any other shares ranking junior to the Class F Shares, an amount equal to the Retraction Price per share and no more.

Voting

Subject to the provisions of the Canada Business Corporations Act, the holders of the Class F Shares shall not, as such, have any voting rights nor shall they be entitled to attend shareholders’ meetings unless and until (i) the Corporation shall fail to pay dividends on the Class F Shares on six dates on which the same should be paid whether or not consecutive and whether or not such dividends have been declared and whether or not there are any moneys of the Corporation properly applicable to the payments of dividends or (ii) the Corporation shall have failed to redeem Class F Shares in accordance with section 2 of these share conditions; thereafter, but only so long as (i) any dividends on the Class F Shares remain in arrears or (ii) any redemption which should have been made in accordance with section 2 of these share conditions remain outstanding, the holders of the Class F Shares shall collectively be entitled, voting separately and exclusively as a class, to elect two members of the board of directors of the Corporation; nothing herein contained shall be deemed to limit the right of the Corporation from time to time to increase or decrease the number of its directors.

Unless the total number of directors on the board of directors of the Corporation is modified to accommodate the two directors appointed in accordance with section 2, notwithstanding anything contained in the by-laws of the Corporation, the term of office of all persons who may be directors of the Corporation at any time when the right to elect directors shall accrue to the holders of the Class F Shares as provided in this section 2 or who may be appointed as directors thereafter and before a meeting of shareholders shall have been held shall terminate upon the election of directors at the next annual meeting of shareholders or at a special meeting of shareholders which may be held for the purpose of electing directors at any time after the accrual of such right to elect directors upon not less than 21 days written notice and which shall be called by the one-tenth (1/10) of the outstanding Class F Shares; in default of the calling of such special meeting by the secretary within five days after the making of such request such meeting may be called by any holder of record of Class F Shares.

Notwithstanding anything contained in the by-laws of the Corporation (i) upon any termination of the said right to elect directors, the term of office of the directors elected or appointed to represent the holders of Class F Shares exclusively shall forthwith terminate and (ii) it shall nor be necessary for a person to be a holder of Class F Shares in order to qualify him for election or appointment as a director of the Corporation to represent the holders of Class F Shares exclusively.

Special Dividends on Class F Shares

The Board of Directors shall declare and the Corporation shall pay dividends out of the assets of the Corporation properly applicable to the payment of dividends and after payment of the dividends properly payable on the Class A shares and the Class B shares and the Class E Exchangeable Shares up to and including June 30, 2000 as follows:  (i) in the case of a cash dividend declared in United States currency on a Parent Common Share up to and including June 30, 2000 in an amount in cash in United States currency for each Class F Share equal to the cash dividend declared on each Parent Common Share; (ii) in the case of a stock dividend declared on Parent Common Shares to be paid in Parent Common Shares up to and including June 30, 2000, in such number of Class F Shares for each Class F Share as is equal to the number of Parent Common Shares to be paid on each Parent Common Share; and (iii) in the case of a dividend declared on Parent Common Shares in property other than United States currency or Parent Common Shares up to and including June 30, 2000, in such type and amount of property for each Class F Share as is the same as or the Economic Equivalent (as defined below) of the type and amount of property declared as a dividend on each Parent Common Share.

The Board of Directors shall determine, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require), what is the Economic Equivalent for the purposes of this section 5 and each such determination shall be conclusive and binding.  In making such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors, (i) the relationship between the fair market value (as determined by the Board of Directors) of such property to be issued or distributed with respect to each outstanding Parent Common Share and the Current Market Value (as determined by the Board of Directors in the manner contemplated below) of a Parent Common Share; and (ii) the general taxation consequences of the relevant event to holders of Class F Shares to the extent that such consequences may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between the taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Class F Shares).  For purposes of these share provisions, the “Current Market Value” of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily closing prices of such security during a period of twenty (20) consecutive trading days ending five (5) trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however,

that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the Current Market Value thereof shall be determined by the Board of Directors, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), and provided further that any such determination by the Board shall be conclusive and binding.

Such dividends shall have record and payment dates identical to the record and payment dates for dividends on the Parent Common Shares.  In the event a record or payment date for a Parent Common Share is not a business day in Montreal, Quebec or Toronto, Ontario, the record or payment date, as the case may be, for the Class F Shares shall be the next business day.

Participation upon Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs at any time up to and including June 30, 2000, the holders of the Class F Shares shall be entitled, subject to applicable law and subject to the Liquidation Call Right as set forth below, to receive from the assets of the Corporation for each Class F Share on the effective date (“Liquidation Date”), after the distribution to the holders of Class A shares and Class B shares and the Class E Exchangeable Shares of their respective liquidation entitlement, but before any distribution of any part of the assets of the Corporation among the holders of common shares or any other shares ranking junior to the Class F Shares an amount per share equal  (y) the Current Market Value of a Parent Common Share, determined on the trading day prior to the Liquidation Date, which shall be paid and satisfied in full only by the Corporation causing to be delivered to such holder one Parent Common Share, plus (z) an additional amount in cash equivalent to the full amount of all declared and unpaid dividends on each such Class F Share (collectively, the “Liquidation Amount”).  The Corporation shall immediately give notice to Parent of any proposed liquidation, dissolution or winding-up.

On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right (as set forth below), the Corporation shall cause to be delivered to the holders of the Class F Shares the Liquidation Amount for each such Class F Share, upon the surrender by the holder thereof of the certificate evidencing such Class F Shares, together with such other documents and instruments as may be required to effect a transfer of Class F Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, at the registered office of the Corporation.  Payment of the total Liquidation Amount for such Class F Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Class F Shares or by holding for pick up by the holder at the registered office of the Corporation of certificates representing Parent Common Shares which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any hypothec, mortgage, security interest, charge or claim) and a cheque in United States dollars of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the amount equivalent to the full amount of all declared and unpaid dividends comprising part of the total Liquidation Amount (less any tax required to be deducted and withheld therefrom by the Corporation).  On and after the Liquidation Date, the holders of the Class F Shares shall cease to be holders of such Class F Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class F Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided.  The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total

Liquidation Amount in respect of the Class F Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company.  Upon such deposit being made, the rights of the holders of Class F Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (less any tax required to be deducted and withheld therefrom) for such Class F Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions.  Upon such payment or deposit of the total Liquidation Amount, the holders of the Class F Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Common Shares delivered to them.

If Parent or an affiliate of Parent (within the meaning of the Canada Business Corporations Act is the sole holder of common shares of the Corporation, Parent shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to section 6.1 of these share provisions, to purchase from all but not less than all of the holders of Class F Shares on the Liquidation Date all but not less than all of the Class F Shares held by each such holder on payment by Parent to the holder of an amount per share equal to (y) the Current Market Value of a Parent Common Share determined on the trading day prior to the Liquidation Date, which shall be satisfied in full only by causing to be delivered to such holder one Parent Common Share, plus (z) an additional amount equivalent to the full amount of all dividends declared and unpaid on such Class F Shares (collectively, the “Liquidation Call Purchase Price”).  In the event of the exercise of the Liquidation Call Right by Parent, each holder shall be obligated to sell all the Class F Shares held by the holder to Parent on the Liquidation Date on payment by Parent to the holder of the Liquidation Call Purchase Price for each such share.

To exercise the Liquidation Call Right, Parent must notify holders of Class F Shares and the Corporation of Parent’s intention to exercise such right within two business days of receiving notification of the liquidation, dissolution or winding-up from the Corporation as provided in section 6.1 of these share provisions. If Parent exercises the Liquidation Call Right, on the Liquidation Date Parent will purchase and the holders will sell all of the Class F Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price.

For the purposes of completing the purchase of the Class F Shares pursuant to the Liquidation Call Right, Parent shall deposit with the secretary of the Corporation, on or before the Liquidation Date, certificates representing the aggregate member of Parent Common Shares deliverable by Parent in payment of the total Liquidation Call Purchase Price and a cheque or cheques in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price.  Provided that total Liquidation Call Purchase Price has been so deposited with the secretary of the Corporation, on or after the Liquidation Date the rights of each holder of Class F Shares will be limited to receiving such holder’s proportionate part of the total Liquidation Call Purchase Price payable by Parent upon presentation and surrender by the holder of certificates representing the Class F Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it.  Upon surrender to the secretary of the Corporation of a certificate or certificates representing Class F Shares, together with such other documents and instruments as may be required to effect a transfer of Class F Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the secretary of the Corporation on behalf of Parent shall deliver to such holder, certificates representing the Parent Common Shares to which the holder is entitled and a cheque or cheques of Parent payable at par and in United States dollars at any branch of the bankers of Parent or of the Corporation in Canada in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price.  If Parent does not exercise the Liquidation Call Right in the manner described above, on

the Liquidation Date the holders of the Class F Shares will be entitled to receive in exchange therefor the liquidation price otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to section 6.1 of these share provisions.

Special Events

The Class F Shares shall be subject to adjustment or modification from time to time in each of the following circumstances which occur up to and including June 30, 2000:

Parent shall sub-divide the then outstanding Parent Common Shares into a greater number of Parent Common Shares;

Parent shall reduce, combine or consolidate the then outstanding Parent Common Shares into a smaller number of Parent Common Shares;

Parent shall issue additional Parent Common Shares or shares of another class of Parent or shares of a subsidiary corporation to all or substantially all of the holders of Parent Common Shares by way of options, rights or warrants; or

Parent shall reclassify or otherwise change the Parent Common Shares or effect an amalgamation, merger or reorganization.

The Board of Directors shall take all reasonable steps to effect any such adjustment or modification including, if necessary, submitting same to holders of Class F Shares for their approval.  Such adjustment or modification shall result in the same, or the Economic Equivalent (as determined below) of the adjustment or modification as that made to the Parent Common Shares and shall simultaneously be made to, or in the rights of the holders of, the Class F Shares.

The Board of Directors shall determine, in good faith and in its sole discretion (with the assistant of such reputable and qualified independent financial advisors and/or other experts as the board may require), what is the Economic Equivalent for the purposes of any event referred to in this section 7 and each such determination shall be conclusive and binding.  In making each such determination, the following factors shall, without excluding other factors determined by the board to be relevant, be considered by the Board of Directors:

in the case of subsection 7.1, the relationship between the exercise price of each of such options, rights or warrants and the Current Market Value (as determined by the Board of Directors in the manner contemplated in subsection 7.2) of a Parent Common Share; and

the general taxation consequences of the relevant event to holders of Class F Shares to the extent that such consequences may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Class F Shares).

Special Retraction of Class F Shares by Holder

A holder of Class F Shares shall be entitled at any time up to June  30, 2000, subject to the exercise by Parent of the Call Right (as defined below) and otherwise upon compliance with the provisions of this section 8, to require the Corporation to redeem any or all of the Class F Shares registered in the name of such holder at any time prior to June 30, 2000 for an amount per share equal to (y) the Current Market

Value of a Common Share determined on the trading day prior to the Retraction Date (as defined below), which shall be paid and satisfied in full only by the Corporation causing to be delivered to such holder one Parent Common Share for each Class F Share presented and surrendered by the holder plus (z) an additional amount equivalent to the full amount of all dividends declared and unpaid thereon (collectively the “Special Retraction Price”) provided that if the record date for any such declared and unpaid dividends occurs on or after the Retraction Date the Special Retraction Price shall not include such additional amount equivalent to the declared and unpaid dividends.  To effect such redemption, the holder shall present and surrender at the registered office of the Corporation at any time prior to June 30, 2000 the certificate or certificates representing the Class F Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Class F Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, and together with a duly executed statement in such form as may be acceptable to the Corporation (“Retraction Request”):

specifying that the holder desires to have all or any number specified therein of the Class F Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;

stating the business day on or prior to June 30, 2000 on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than five business days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such business day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the fifth business day after the date on which the Retraction Request is received by the Corporation; and (iii) acknowledging the overriding right (the “Call Right”) of Parent to purchase all but not less than all the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offering by the holder to sell the Retracted Shares to Parent in accordance with the Call Rights.

Subject to the exercise by Parent of the Call Right, upon receipt by the Corporation in the manner specified in section 8.1 hereof of a certificate or certificates representing the number of Class F Shares which the holder desires to have the Corporation redeem, together with a Retraction Request, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the total Special Retraction Price with respect to such shares.  If only a part of the Class F Shares represented by any certificate is redeemed (or purchased by Parent pursuant to the Call Right), a new certificate for the balance of such Class F Shares shall be issued to the holder at the expense of the Corporation.

Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify Parent thereof.  In order to exercise the Call Right, Parent must notify the Corporation in writing of its determination to do so (the “Retraction Call Notice”) within five business days of notification to Parent by the Corporation of the receipt by the Corporation of the Retraction Request.  If Parent does not so notify the Corporation within such five business day period, the Corporation will notify the holder as soon as possible thereafter that Parent will not exercise the Call Right.  If Parent delivers the Call Notice within such five business day time period, the Retraction Request shall thereupon be considered only to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Call Right.  In such event, the Corporation shall not redeem the Retracted Shares and Parent shall purchase from such holder and such holder shall sell to Parent on the Retraction Date the Retracted Shares for a purchase price (the “Purchase Price”) per share equal to the Special Retraction Price per share.  For the purposes of completing a purchase pursuant to the Call Right, Parent shall deposit with the secretary of the Corporation, on or before the Retraction Date, certificates representing Parent Common Shares and a cheque in the amount of the remaining portion, if any, of the total Purchase Price.  Provided that the total

Purchase Price has been so deposited with the secretary of the Corporation, the closing of the purchase and sale of the Retracted Shares pursuant to the Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date.  In the event that Parent does not deliver a Retraction Call Notice within two business day period, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this section 8.3.

The Corporation or Parent, as the case may be, shall deliver or cause to be delivered to the relevant holder, at the address of the holder recorded in the securities register of the Corporation for the Class F Shares or at the address specified in the holder’s Retraction Request or by holding for pick up by the holder at the registered office of the Corporation, certificates representing the Parent Common Shares (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any hypothec, mortgage, security interest, charge or claim) registered in the name of the holder or in such other name as the holder may request in payment of the total Special Retraction Price or the total Purchase Price, as the case may be, and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in payment of the remaining portion, if any, of the total Special Retraction Price (less any tax required to be deducted and withheld therefrom by the Corporation) or a cheque of Parent payable at par and in United States dollars at any branch of the bankers of Parent or of the Corporation in Canada in payment of the remaining portion, if any, of the total Purchase Price, as the case may be, and such delivery of such certificates and cheque on behalf of the Corporation or by Parent, as the case may be, shall be deemed to be payment of and shall satisfy and discharge all liability for the total Special Retraction Price or total Purchase Price, as the case may be, to the extent that the same is represented by such share certificates and cheque (plus any tax required and in fact deducted and withheld therefrom and remitted to the proper tax authority), unless such cheque is not paid on due presentation.

On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the Right to receive this proportionate part of the total Special Retraction Price or total Purchase Price, as the case may be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the total Special Retraction Price or the total Purchase Price, as the case may be, shall not be made, in which case the rights of such holder shall remain unaffected until the total Special Retraction Price or the total Purchase Price, as the case may be, has been paid in the manner hereinbefore provided.  On and after the close of business on the Retraction Date provided that presentation and surrender of certificates and payment of the total Special Retraction Price or the total Purchase Price, as the case may be, has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation or purchased by Parent shall thereafter be considered and deemed for all purposes to be a holder of the Parent Common Shares delivered to it.

Notwithstanding any other provision of this section 8, the Corporation shall not be required to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law.  If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided that Parent shall not have exercised the Call Right with respect to the Retracted Shares, the Corporation shall only be required to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded to the next lower multiple of 100 shares) as would not be contrary to such provisions and shall notify the holder at least two business days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation.  In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, the Corporation shall as soon as practicable and from time to time

redeem Retracted Shares in accordance with section 8.2 of these share provisions on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to section 8.2 hereof.

Amendment and Approval

The rights, privileges, restrictions and conditions attaching to the Class F Shares may be added to, changed or removed but only with the approval of the holders of the Class F Shares given as hereinafter specified.

Any approval given by the holders of the Class F Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class F Shares or any other matter requiring the approval or consent of the holders of the Class F Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law.

SHARE CONDITIONS
FOR WOOD WYANT INC.

Replacement Article V to Schedule I of the Certificate of Amendment dated November 11, 1996.

II

V. COMMON SHARES

Dividends

1.1After dividends have been declared and paid on the Class A shares, the Class B shares, the Exchangeable Shares and the Class F Shares, as the case may be, as provided for in the articles of the Corporation, the holders of record of the common shares shall be entitled to receive as and when declared by the directors of the Corporation in their discretion, out of the moneys properly applicable to the payment of dividends, dividends on such shares, in such amount and at such times as the directors of the Corporation shall determine.

1.2Cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada shall be issued in respect of such dividends (less any taxes required to be deducted) and the mailing of such a cheque to any holder shall satisfy the dividend represented thereby.

2.Liquidation

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary after distribution to the holders of the Class A shares, the Class B shares, the Exchangeable Shares and the Class F Shares, the holders of the common shares shall be entitled to receive the remaining property of the Corporation.

3.Vote

The holders of the Common shares are entitled to one vote for each share held at all meetings of shareholders.

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

WOOD WYANT INC.		329044-1
Name of corporation	Corporation number

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;	o
(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
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o
		April 29, 1998
Director		Date of Amendment

Canada

Industry Canada

Canada Business
Corporations Act FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1.     Name of corporation				2.     Corporation number
WOOD WYANT INC.				329044-1
3.     The articles of the above-named corporation are amended as follows:
Paragraph 3 thereof is amended by adding to Schedule I of the Certificate of Amendment dated April 28, 1998 the following:
“7.4  For greater certainty, the four Parent Common Shares for three Parent Common Shares stock split announced by the Parent on March 27, 1998 shall not give rise to any adjustment of the Class F Shares under section 7.1 of these provisions.”
Date			Signature	Title
D-J 29	M 04	Y-A 1998		President
				FOR DEPARTMENTAL USE ONLY
				Filed April 30, 1998

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

WOOD WYANT INC.		329044-1
Name of corporation	Corporation number

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;	o
(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
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o
		March 18, 1997
Director		Date of Amendment

Canada

Industry Canada

Canada Business
Corporation Act FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1.     Name of Corporation	2.     Corporation number
3290441 CANADA INC.	3290441-1
3.     The articles of the above-named corporation are amended as follows:
Paragraph 1 thereof is replaced with the following: WOOD WYANT INC.

Date			Signature	Title
D-J 18	M 03	Y-A 1997		Secretary
				FOR DEPARTMENTAL USE ONLY
				Mar 19 1997

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

3290441 CANADA INC.		329044-1
Name of corporation	Corporation number

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;	o
(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
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o
		November 11, 1996
Director		Date of Amendment

Canada

Industry Canada

Canada Business
Corporations Act FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1.     Name of the corporation	2.     Corporation number
3290441 CANADA INC.	3290441-1
3.     The articles of the above-named corporation are amended as follows:
Paragraph 3 thereof is replaced with the following:
An unlimited number of Class A shares, Class B shares, Class E exchangeable shares and common shares without par value.
The attached Schedule I is incorporated into this form.
Paragraph 4 thereof is replaced with the following:
The attached Schedule II is incorporated into this form.
Paragraph 7 thereof is replaced with the following:
The attached Schedule III is incorporated into this form.

Date			Signature	Title
D-J 11	M 11	Y-A 96		Secretary
				FOR DEPARTMENTAL USE ONLY
				Filed Nov 12, 1996

I

An unlimited number of Class A shares, an unlimited number of Class B shares, an unlimited number of Class E exchangeable shares (“Exchangeable Shares”) and an unlimited number of common shares are hereby created.

The Class A shares, the Class B shares, the Exchangeable shares and the common shares shall carry and be subject to the following rights, privileges, restrictions and conditions, that is to say:

CLASS A SHARES AND CLASS B SHARES

Dividends

The holders of record of the Class A shares shall be entitled to a fixed cumulative preferential dividend, subject to the provisions of the Canada Business Corporations Act, ranking pari passu with holders of record of the Class B shares, in preference and priority to any payment of dividends on any other class of shares of the Corporation, at an annual rate per share of 4% of the Redemption Price (as herein defined), payable monthly, on the last day of each month.  Such dividends shall accrue and be cumulative from the respective dates of issue of the Class A shares.  If on any dividend payment date the Corporation shall not have paid the said dividends in full on all Class A shares, then the outstanding dividends or the unpaid part thereof shall be paid on a subsequent date or dates in priority to dividends on any shares of any other class of shares of the Corporation ranking junior as to the payment of dividends to the Class A shares.

The holders of record of the Class B shares shall be entitled to a fixed cumulative preferential dividend, subject to the provisions of the Canada Business Corporations Act, ranking pari passu with the holders of record of the Class A shares, in preference and priority to any payment of dividends on any other class of shares of the Corporation, at an annual rate per share of 3.999999% of the Redemption Price, payable monthly, on the last day of each month.  Such dividends shall accrue and be cumulative from the respective dates of issue of the Class B shares.  If on any dividend payment date the Corporation shall not have paid the said dividends in full on all Class B shares, then the outstanding dividends or the unpaid part thereof shall be paid on a subsequent date or dates in priority to dividends on any shares of any other class of shares of the Corporation ranking junior as to the payment of dividends to the Class B shares.

No dividends shall at any time be declared, paid or set apart for payment upon any shares of the Corporation, unless the prescribed dividend on all then outstanding Class A shares and Class B shares shall have been declared, paid or set apart for payment.

No dividends shall be declared or paid or set aside for payment in any year on any class of shares of the Corporation, other than the Class A shares and the Class B shares, that would result in the Corporation having insufficient assets to redeem the Class A shares and the Class B shares scheduled for redemption in such year at their Redemption Price.

Cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada shall be issued in respect of such dividends (less any taxes required to be deducted) and the mailing of such a cheque to any holder shall satisfy the dividend represented thereby.

Redemption and Retraction

The Class A shares and the Class B shares shall be redeemable and retractable in the manner hereinafter provided, on payment to the holders thereof of an amount equal to $1.00 per share, plus all dividends

accrued thereon and unpaid to the applicable redemption date (“Redemption Price”).  The Class A shares and the Class B shares redeemed pursuant to this paragraph shall be cancelled.

Subject to the provisions of the Canada Business Corporations Act, the Corporation shall be obliged to redeem all the outstanding Class A shares and Class B shares as follows:

redemptions shall be made in consecutive, annual tranches, each tranche equal to the lesser of (y) ten percent (10%) of the aggregate number of Class A shares and Class B shares outstanding immediately prior to the first such redemption and (z) the aggregate number of Class A shares and Class B shares then outstanding,

no Class B shares shall be included for redemption in any such tranche until either (y) all of the Class A shares have been previously redeemed or (z) all of the then outstanding Class A shares are included for redemption in such tranche, and

the first tranche shall be redeemed on the third day of January 1998 and the subsequent tranches shall be redeemed on the third day of January of each successive year until all of the Class A shares and Class B shares shall have been redeemed.

Before redeeming any Class A or Class B shares the Corporation shall mail to each person who, at the date of such mailing, is a registered holder of shares to be redeemed notice of the intention of the Corporation to redeem such shares held by such registered holder.  Such notice shall be mailed by ordinary prepaid post addressed to the last address of such holder as it appears on the books of the Corporation or, in the event of the address of any such holder not appearing on the books of the Corporation, then to the last known address of such holder, at lease 30 days before the date specified for redemption.  Such notice shall set out Redemption Price, the date on which redemption is to take place and the number thereof so to be redeemed.  In case a part only of the then outstanding Class A or Class B shares, as the case may be, is at any time to be redeemed, the shares so to be redeemed shall be redeemed from the respective holders thereof pro rata, disregarding fractions, and the directors may make such adjustments as may be necessary to avoid the redemption of fractional parts of shares.  On and after the date so specified for redemption the Corporation shall pay or cause to be paid to the registered holders the Redemption Price of the shares to be redeemed on presentation and surrender of the certificates for the shares so called for redemption at the registered office of the Corporation or at such other place or places as may be specified in such notice, and the certificates for such shares shall thereupon be cancelled and the shares represented thereby shall thereupon be and be deemed to be redeemed.  From and after the date specified in such notice for redemption, the holders of such shares called for redemption shall cease to be entitled to dividends and shall not be entitled to any rights in respect thereof, except to receive the Redemption Price, unless payment of the Redemption Price shall not be made by the Corporation in accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired.  On or before the date specified for redemption the Corporation shall have the right to deposit the Redemption Price of the shares called for redemption in a special account with any chartered bank or trust company named in notice of redemption to be paid, without interest, to or to the order of the respective holders of such shares called for redemption upon presentation and surrender of the certificates representing the same and, upon such deposit being made, the shares in respect whereof such deposit shall have been made shall be deemed to be redeemed and the rights of the several holders thereof, after such deposit, shall be limited to receiving, out of the moneys so deposited, without interest, the Redemption Price payable with respect to their respective shares plus the full amount of all dividends declared and unpaid thereon against presentation and surrender of the certificates representing such shares.

In the event that the Corporation shall fail to redeem any tranche of Class A shares or Class B shares in accordance with the provisions hereof, the holders of the Class A shares and Class B shares shall be

entitled to call upon the Corporation, by written request, to redeem such tranche and, subject to Section 36 of The Canada Business Corporations Act, the Corporation shall redeem such shares within thirty (30) days of receipt of such request in accordance with the provisions of this Section 2.

Purchase for cancellation

The Corporation shall have the right at its option at any time and from time to time to purchase for cancellation the whole or any part of the Class A shares and the Class B shares, pursuant to tenders received by the Corporation upon request for tenders addressed to all holders of Class A or Class B shares, as the case may be, or with the unanimous consent of the holders of all Class A or Class B shares by private contract at a price per share equal to the Redemption Price per share.  If in response to an invitation for tenders, two or more shareholders submit tenders at the same price and if such tenders are accepted by the Corporation in whole or in part, then, unless the Corporation accepts all such tenders in whole, the Corporation shall accept such tenders in proportion as nearly as may be to the number of shares offered in each such tenders; provided that no Class B shares shall be purchased for cancellation until all of the Class A shares shall have been previously redeemed or purchased for cancellation as the case may be.

Liquidation

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the Class A shares and the Class B shares shall be entitled to receive, equally per share, before any distribution of any part of the assets of the Corporation among the holders of any other shares, an amount equal to the Redemption Price per share and no more.

Voting

Subject to the provisions of the Canada Business Corporations Act, the holders of the Class A shares and the Class B shares shall not, as such, have any voting rights nor shall they be entitled to attend shareholders’ meetings unless and until (i) the Corporation shall fail to pay dividends on the Class A shares or the Class B shares on six dates on which the same should be paid whether or not consecutive and whether or not such dividends have been declared and whether or not there are any moneys of the Corporation property applicable to the payments of dividends or (ii) the Corporation shall have failed to redeem Class A shares or Class B shares in accordance with Section 2 of these share conditions; thereafter, but only so long as (i) any dividends on the Class A shares or the Class B shares remain in arrears or (ii) any redemptions which should have been made in accordance with Section 2 of these share conditions remain outstanding, the holders of the Class A shares and the Class B shares shall collectively be entitled, voting separately and exclusively as a class, to elect two members of the board of directors of the Corporation; nothing herein contained shall be deemed to limit the right of the Corporation from time to time to increase or decrease the number of its directors.

Unless the total number of directors on the board of directors of the Corporation is modified to accommodate the two directors appointed in accordance with subsection 5(a), notwithstanding anything contained in the by-laws of the Corporation, the term of office of all persons who may be directors of Corporation at any time when the right to elect directors shall accrue to the holders of the Class A shares and the Class B shares as provided in this section 5 or who may be appointed as directors thereafter and before a meeting of shareholders shall have been held shall terminate upon the election of directors at the next annual meeting of shareholders or at a special meeting of shareholders which may be held for the purpose of electing directors at any time after the accrual of such right to elect directors upon not less than 21 days written notice and which shall be called by the one-tenth (1/10) of the outstanding Class A shares and Class B shares; in default of the calling of such special meeting by the secretary within five days after

the making of such request such meeting may be called by any holder of record of Class A shares or Class B shares.

Notwithstanding anything contained in the by-laws of the Corporation (i) upon any termination of the said right to elect directors, the term of office of the directors elected or appointed to represent the holders of Class A shares and the Class B shares exclusively shall forthwith terminate and (ii) it shall not be necessary for a person to be a holder of Class A shares or Class B shares in order to qualify him for election or appointment as a director of the Corporation to represent the holders of Class A shares and the Class B shares exclusively.

CLASS E EXCHANGEABLE SHARES

Dividends

The Board of Directors shall declare and the Corporation shall pay dividends out of the assets of the Corporation properly applicable to the payment of dividends and after payment of the dividends properly payable on the Class A shares and the Class B shares as follows:  (i) in the case of a cash dividend declared in United States currency on a Common Share of the Parent (“Parent Common Share”) in an amount in cash in United States currency for each Exchangeable Share equal to the cash dividend declared on each Parent Common Share; (ii) in the case of a stock dividend declared on Parent Common Shares to be paid in Parent Common Shares, in such number of Exchangeable Shares for each Exchangeable Share as is equal to the number of Parent Common Shares to be paid on each Parent Common Share; and (iii) in the case of a dividend declared on Parent Common Shares in property other than United States currency or Parent Common Shares, in such type and amount of property for each Exchangeable Share as is the same as or the Economic Equivalent (as defined below) of the type and amount of property declared as a dividend on each Parent Common Share.

The Board of Directors shall determine, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require), what is the Economic Equivalent for the purposes of this section and each such determination shall be conclusive and binding.  In making such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors, (i) the relationship between the fair market value (as determined by the Board of Directors) of such property to be issued or distributed with respect to each outstanding Parent Common Share and the Current Market Value (as determined by the Board of Directors in the manner contemplated below) of a Parent Common Share; and (ii) the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequence may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between the taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).  For purposes of these share provisions, the “Current Market Value” of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily closing prices of such security during a period of twenty (20) consecutive trading days ending five (5) trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the Current Market Value thereof shall be determined by the Board of Directors, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), and provided further that any such determination by the Board shall be conclusive and binding.

Such dividends shall have record and payment dates identical to the record and payment dates for dividends on the Parent Common Shares.  In the event a record or payment date for a Parent Common Share is not a business day in Montreal.  Quebec or Toronto, Ontario, the record or payment date, as the case may be, for the Exchangeable Shares shall be the next business day.

Participation upon Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Exchangeable Shares shall be entitled, subject to applicable law and subject to the Liquidation Call Right as set forth below, to receive from the assets of the Corporation for each Exchangeable Share on the effective date (“Liquidation Date”), after the distribution to the holders of Class A shares and Class B shares of their respective liquidation entitlement, but before any distribution of any part of the assets of the Corporation among the holders of common shares or any other shares ranking junior to the Exchangeable Shares an amount per share equal to (y) the Current Market Value of a Parent Common Share, determined on the trading day prior to the Liquidation Date, which shall be paid and satisfied in full only by the Corporation causing to be delivered to such holder one Parent Common Share, plus (z) an additional amount in cash equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share (collectively, the “Liquidation Amount”).  The Corporation shall immediately give notice to Parent of any proposed liquidation, dissolution or winding-up.

On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right (as set forth below), the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share, upon the surrender by the holder thereof of the certificate evidencing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, at the registered office of the Corporation.  Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in securities register of the Corporation for the Exchangeable Shares or by holding for pick up by the holder at the registered office of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any hypothec, mortgage, security interest, charge or claim) and a cheque in United States dollars of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the amount equivalent to the full amount of all declared and unpaid dividends comprising part of the total Liquidation Amount (less any tax required to be deducted and withheld therefrom by the Corporation).  On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided.  The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company.  Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (less any tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions.  Upon such payment

or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Common Shares delivered to them.

If Parent or an affiliate of Parent (within the meaning of the Canada Business Corporations Act is the sole holder of common shares of the Corporation, Parent shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to subsection 2(a) of these share provisions, to purchase from all but not less than all of the holders of Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Parent to the holder of an amount per share equal to (y) the Current Market Value of a Parent Common Share determined on the trading day prior to the Liquidation Date, which shall be satisfied in full only by causing to be delivered to such holder one Parent Common Share, plus (z) an additional amount equivalent to the full amount of all dividends declared and unpaid on such Exchangeable Shares (collectively, the “Liquidation Call Purchase Price”).  In the event of the exercise of the Liquidation Call Right by Parent, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Parent on the Liquidation Date on payment by Parent to the holder of the Liquidation Call Purchase Price for each such share.

To exercise the Liquidation Call Right, Parent must notify holders of Exchangeable Shares and the Corporation of Parent’s intention to exercise such right within two business days of receiving notification of the liquidation, dissolution or winding-up from the Corporation as provided in subsection 2(a) of these share provisions.  If Parent exercises the Liquidation Call Right, on the Liquidation Date Parent will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price.

For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Parent shall deposit with the secretary of Corporation, on or before the Liquidation Date, certificates representing the aggregate number of Parent Common Shares deliverable by Parent in payment of the total Liquidation Call Purchase Price and a cheque or cheques in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price.  Provided that the total Liquidation Call Purchase Price has been so deposited with the secretary of the Corporation, on and after the Liquidation Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder’s proportionate part of the total Liquidation Call Purchase Price payable by Parent upon presentation, and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it.  Upon surrender to the secretary of the Corporation of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the secretary of the Corporation on behalf of Parent shall deliver to such holder, certificates representing the Parent Common Shares to which the holder is entitled and a cheque or cheques of Parent payable at par and in United States dollars at any branch of the bankers of Parent or of the Corporation in Canada in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price.  If Parent does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the liquidation price otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to subsection 2(a) of these share provisions.

Corporation Voting Rights

The holders of the Exchangeable Shares shall not be entitled to receive notice of, or to attend, any meetings of shareholders of the Corporation, subject to applicable law.

Special Events

The Exchangeable Shares shall be subject to adjustment or modification from time to time in each of the following circumstances:

Parent shall sub-divide the then outstanding Parent Common Shares into a greater number of Parent Common Shares;

Parent shall reduce, combine or consolidate the then outstanding Parent Common Shares into a smaller number of Parent Common Shares;

Parent shall issue additional Parent Common Shares or shares of another class of Parent or shares of a subsidiary corporation to all or substantially all of the holders of Parent Common Shares by way of options, rights or warrants; or

Parent shall reclassify or otherwise change the Parent Common Shares or effect an amalgamation, merger or reorganization.

The Board of Directors shall take all reasonable steps to effect any such adjustment or modification including, if necessary, submitting same to holders of Exchangeable Shares for their approval.  Such adjustment or modification shall result in the same, or the Economic Equivalent (as determined below) of the adjustment or modification as that made to the Parent Common Shares and shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

The Board of Directors shall determine, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require), what is the Economic Equivalent for the purposes of any event referred to in this section 4 and each such determination shall be conclusive and binding.  In making each such determination, the following factors shall, without excluding other factors determined by the board to be relevant, be considered by the Board of Directors:

in the case of subsection 4(a)(iii), the relationship between the exercise price of each of such options, rights or warrants and the Current Market Value (as determined by the Board of Directors in the manner contemplated in subsection 1(b) of a Parent Common Share; and

the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

Retraction of Exchangeable Shares by Holder

A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Parent of the Call Right (as defined below) and otherwise upon compliance with the provisions of this section 5(a), to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to (y) the Current Market Value of a Parent Common Share determined on the trading day prior to the Retraction Date (as defined below), which shall be paid and

satisfied in full only by the Corporation causing to be delivered to such holder one Parent Common Share for each Exchangeable Share presented and surrendered by the holder plus (z) an additional amount equivalent to the full amount of all dividends declared and unpaid thereon (collectively the “Retraction Price”), provided that if the record date for any such declared and unpaid dividends occurs on or after the Retraction Date the Retraction Price shall not include such additional amount equivalent to the declared and unpaid dividends.  To effect such redemption, the holder shall present and surrender at the registered office of the Corporation the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Companies Act, (Quebec) and the by-laws of the Corporation and such additional documents and instruments as the secretary of the Corporation may reasonably require, and together with a duly executed statement in such form as may be acceptable to the Corporation (“Retraction Request”):

specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation:

stating the business day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than five business days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such business day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the fifth business day after the date on which the Retraction Request is received by the Corporation; and

acknowledging the overriding right (the “Call Right”) of Parent to purchase all but not less than all the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Parent in accordance with the Call Rights.

Subject to the exercise by Parent of the Call Right, upon receipt by the Corporation in the manner specified in section 5(a) hereof of a certificate or certificates representing the number of Exchangeable Shares which the holder desires to have the Corporation redeem, together with a Retraction Request, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the total Retraction Price with respect to such shares.  If only a part of the Exchangeable Shares represented by any certificate is redeemed (or purchased by Parent pursuant to the Call Right), a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.

Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify Parent thereof.  In order to exercise the Call Right, Parent must notify the Corporation in writing of its determination to do so (the “Retraction Call Notice”) within two business days of notification to Parent by the Corporation of the receipt by the Corporation of the Retraction Request.  If Parent does not so notify the Corporation within such two business day period, the Corporation will notify the holder as soon as possible thereafter that Parent will not exercise the Call Right.  If Parent delivers the Call Notice within such two business day time period, the Retraction Request shall thereupon be considered only to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Call Right.  In such event, the Corporation shall not redeem the Retracted Shares and Parent shall purchase from such holder and such holder shall sell to Parent on the Retraction Date the Retracted Shares for a purchase price (the “Purchase Price”) per share equal to the Retraction Price per share.  For the purposes of completing a purchase pursuant to the Call Right, Parent shall deposit with the secretary of the Corporation, on or before the Retraction Date, certificates representing Parent Common Shares and a cheque in the amount of the remaining portion, if any, of the total Purchase Price.  Provided that the total Purchase Price has been so deposited with the secretary of the Corporation, the closing of the purchase and sale of the

Retracted Shares pursuant to the Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date.  In the event that Parent does not deliver a Retraction Call Notice within two business day period, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this section 5(c).

the Corporation or Parent, as the case may be, shall deliver or cause to be delivered to the relevant holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick up by the holder at the registered office of the Corporation, certificates representing the Parent Common Shares (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any hypothec, mortgage, security interest, charge or claim) registered in the name of the holder or in such other name as the holder may request in payment of the total Retraction Price or the total Purchase Price, as the case may be, and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in payment of the remaining portion, if any, of the total Retraction Price (less any tax required to be deducted and withheld therefrom by the Corporation) or a cheque of Parent payable at par and in United States dollars at any branch of the bankers of Parent or of the Corporation in Canada in payment of the remaining portion, if any, of the total Purchase Price, as the case may be, and such delivery of such certificates and cheque on behalf of the Corporation or by Parent, as the case may be, shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price or total Purchase Price, as the case may be, to the extent that the same is represented by such share certificates and cheque (plus any tax required and in fact deducted and withheld therefrom and remitted to the proper tax authority), unless such cheque is not paid on due presentation.

On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive this proportionate part of the total Retraction Price or total Purchase Price, as the case may be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the total Retraction Price or the total Purchase Price, as the case may be, shall not be made, in which case the rights of such holder shall remain unaffected until the total Retraction Price or the total Purchase Price, as the case may be, has been paid in the manner hereinbefore provided.  On and after the close of business on the Retraction Date provided that presentation and surrender of certificates and payment of the total Retraction Price or the total Purchase Price, as the case may be, has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation or purchased by Parent shall thereafter be considered and deemed for all purposes to be a holder of the Parent Common Shares delivered to it.

Notwithstanding any other provision of this section 5, the Corporation shall not be required to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law.  If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided that Parent shall not have exercised the Call Right with respect to the Retracted Shares, the Corporation shall only be required to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded to the next lower multiple of 100 shares) as would not be contrary to such provisions and shall notify the holder at least two business days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation.  In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, the Corporation shall as soon as practicable and from time to time redeem Retracted Shares in accordance with section 5(b) of these share provisions on a pro rata basis and

shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to section 5(b) hereof.

Amendment and Approval

The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law.

COMMON SHARES

Dividends

After dividends have been declared and paid on the Class A shares, the Class B shares and the Exchangeable Shares, as the case may be, as provided for in the articles of the Corporation, the holders of record of the common shares shall be entitled to receive as and when declared by the directors of the Corporation in their discretion, out of the moneys properly applicable to the payment of dividends, dividends on such shares, in such amounts and at such times as the directors of the Corporation shall determine.

Cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada shall be issued in respect of such dividends (less any taxes required to be deducted) and the mailing of such a cheque to any holder shall satisfy the dividend represented thereby.

Liquidation

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary after distribution to the holders of the Class A shares, the Class B shares, and the Exchangeable Shares, the holders of the common shares shall be entitled to receive the remaining property of the Corporation.

Vote

The holders of the common shares are entitled to one vote for each share held at all meetings of shareholders.

SCHEDULE II

No shares of the capital stock of the Corporation shall be transferred without the consent of the directors of the Corporation, evidenced by a resolution passed by them and recorded in the books of the Corporation.

SCHEDULE III

1.The number of shareholders of the Corporation shall be limited to fifty (50), not including persons who are in the employment of the Corporation or of a subsidiary and persons who, having been formerly in the employment of the Corporation or of a subsidiary, were, while in that employment, and have continued after the termination of that employment to be shareholders of the Corporation, two (2) or more persons holding one (1) or more shares jointly being counted as a single shareholder.

2.Any invitation to the public to subscribe for securities of the Corporation is prohibited.

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

3290441 CANADA INC.		329044-1
Name of corporation	Corporation number

I hereby certify that the above-named corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
	August 28, 1996
Director	Date of Incorporation

Canada

Industry Canada

Canada Business
Corporations Act FORM 1
ARTICLES OF INCORPORATION
(SECTION 6)

1 - Name of corporation
3290441 CANADA INC.
2 - The place in Canada where the registered office is to be situated
The Territory of the Montreal Urban Community, in the Province of Quebec
3 - The classes and any maximum number of shares that the corporation is authorized to issue
An unlimited number of Class A shares and Class B shares without par value.
The attached Schedule I is incorporated into this form.
4 - Restrictions, if any, on share transfers
The attached Schedule II is incorporated into this form.
5 - Number (or minimum and maximum number) of directors
Not less than one nor more than ten.
6 - Restrictions, if any, on business the corporation may carry on
N/A
7 - Other provisions, if any
The attached Schedule III is incorporated into this form.
8 - Incorporators
Names	Address (include postal code)		Signature
Lynn Grassby	62 Winston Circle Pointe Claire, Quebec H9S 4X6		/s/ Lynn Grassby
FOR DEPARTMENTAL USE ONLY
Corporation number		Filed August 28, 1996
329044-1

SCHEDULE I

The Class A shares and the Class B shares shall carry and be subject to the following rights, privileges, restrictions and conditions, that is to say:

Dividends

The holders of record of the Class B shares shall be entitled to receive in each financial year of the Corporation, as and when declared by the board of directors, fixed non-cumulative preferential dividends at the rate of but not exceeding 8% of the redemption price per share per annum.  Cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada shall be issued in respect of such dividends (less any taxes required to be deducted) and the mailing of such a cheque to any holder shall satisfy the dividend represented thereby.  If in any financial year the board of directors in its discretion shall not declare the said dividends or any part thereof on the said Class B shares then the rights of the holders thereof to such dividends or to any greater dividend than the dividends actually declared for such financial year shall be forever extinguished.  No dividends shall at any time be declared, paid or set apart for payment in any financial year of the Corporation upon any other shares of the Corporation unless the prescribed dividend in respect of such year on all then outstanding Class B shares shall have been declared, paid or set apart for payment during such financial year of the Corporation.

Redemption

The Corporation may redeem in the manner hereinafter provided, all or from time to time any part of the outstanding Class B shares on payment to the holders thereof for each share to be redeemed of the fair market value of the consideration received on issue (“redemption price”) together with all dividends declared thereon and unpaid.

Before redeeming any Class B shares the Corporation shall mail to each person who, at the date of such mailing, is a registered holder of shares to be redeemed notice of the intention of the Corporation to redeem such shares held by such registered holder.  Such notice shall be mailed by ordinary prepaid post addressed to the last address of such holder as it appears on the books of the Corporation or, in the event of the address of any such holder not appearing on the books of the Corporation, then to the last known address of such holder, at least 30 days before the date specified for redemption.  Such notice shall set out the redemption price, the date on which redemption is to take place and, if part only of the shares held by the person to whom it is addressed is to be redeemed the number thereof so to be redeemed.  In case a part only of the then outstanding Class B shares is at any time be to be redeemed, the shares so to be redeemed shall be selected by lot in such manner as the directors in their discretion shall decide or, if the directors so determine, may be redeemed pro rata disregarding fractions, and the directors may make such adjustments as may be necessary to avoid the redemption of fractional parts of shares.  On and after the date so specified for redemption the Corporation shall pay or cause to be paid to the registered holders the redemption price of the shares to be redeemed, on presentation and surrender of the certificates for the shares so called for redemption at the registered office of the Corporation or at such other place or places as may be specified in such notice, and the certificates for such shares shall thereupon be cancelled and the shares represented thereby shall thereupon be and be deemed to be redeemed.  From and after the date specified in such notice for redemption, the holders of such shares called for redemption shall cease to be entitled to dividends and shall not be entitled to any rights in respect thereof, except to receive the redemption price, unless payment of the redemption price shall not be made by the Corporation in accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired.  On or before the date specified for redemption the Corporation shall have the right to deposit the redemption price of the shares called for redemption in a special account with any chartered

bank or trust company named in the notice of redemption to be paid, without interest, to or to the order of the respective holders of such shares called for redemption upon presentation and surrender of the certificates representing the same and, upon such deposit being made, the shares in respect whereof such deposit shall have been made shall be deemed to be redeemed and the rights of the several holders thereof, after such deposit, shall be limited to receiving out of the moneys so deposited, without interest, the redemption price payable with respect to their respective shares against presentation and surrender of the certificates representing such shares.

Purchase for cancellation

The Corporation shall have the right at its option at any time and from time to time to purchase for cancellation the whole or any part of the Class B shares, pursuant to tenders received by the Corporation upon request for tenders addressed to all holders of Class B shares or with the unanimous consent of the holders of all Class B shares by private contract at the lowest price at which, in the opinion of the directors, such shares are obtainable, but not exceeding the redemption price per share, together with all dividends declared thereon and unpaid.  If in response to an invitation for tenders, two or more shareholders submit tenders at the same price and if such tenders are accepted by the Corporation in whole or in part, then, unless the Corporation accepts all such tenders in whole, the Corporation shall accept such tenders in proportion as nearly as may be to the number of shares offered in each such tender.

Retraction

The holders of the Class B shares may at any time and from time to time call upon the Corporation, by written request, to purchase or redeem all or part of such shares and, subject to Section 36 of the Canada Business Corporations Act, the Corporation within 30 days of receipt of such request, shall purchase or redeem such shares at the redemption price per share together with all dividends declared thereon and unpaid.

Liquidation

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary:

the holders of the Class B shares shall be entitled to receive before any distribution of any part of the assets of the Corporation among the holders of any other shares, an amount equal to the sum of the redemption price per share together with all dividends declared thereon and unpaid and no more; and

the holders of the Class A shares shall be entitled to receive, after distribution to the holders of the Class B shares, the remaining property of the Corporation.

Voting

Subject to the provisions of the Canada Business Corporations Act or to the Articles, the holders of the Class B shares shall not, as such, have any voting rights nor shall they be entitled to attend shareholders’ meetings.

The holders of the Class A shares are entitled to one vote for each share held at all meetings of shareholders.

SCHEDULE II

No shares of the capital stock of the Corporation shall be transferred without the consent of the directors of the Corporation, evidenced by a resolution passed by them and recorded in the books of the Corporation.

SCHEDULE III

1.The holders of shares of a class or of a series shall not be entitled to vote separately as a class or series under section 176 of the Canada Business Corporations Act (but shall be entitled to vote with the holders of all other voting shares) upon a proposal to amend the articles to:

a)increase or decrease any maximum number of authorized shares of such class or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

b)effect an exchange, reclassification or cancellation of all or part of the shares of such class; or

c)create a new class of shares equal or superior to the shares of such class.

2.The number of shareholders of the Corporation shall be limited to fifty (50), not including persons who are in the employment of the Corporation or of a subsidiary and persons who, having been formerly in the employment of the Corporation or of a subsidiary, were, while in that employment, and have continued after the termination of that employment to be shareholders of the Corporation, two (2) or more persons holding one (1) or more shares jointly being counted as a single shareholder.

3.Any invitation to the public to subscribe for securities of the Corporation is prohibited.

Industry Canada


Certificate
of Amendment

Canada Business
Corporations Act

WOOD WYANT INC.		329044-1
Name of corporation	Corporation number

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;	o
(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
(c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment;	ý
(d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization.	o
		June 9, 1999
Director		Date of Amendment

Canada

Industry Canada

Canada Business
Corporations Act FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1.     Name of the Corporation	2.     Corporation number
WOOD WYANT INC.	329044-1
3.     The articles of the above-named corporation are amended as follows:
By subdividing the 1,000,000 issued and outstanding Class E exchangeable shares into 1,333,333 Class E exchangeable shares on the basis of an additional .333333 Class E exchangeable shares for each Class E exchangeable share issued.

Date			Signature	Title
D-J 04	M 04	Y-A 1999		Director
				FOR DEPARTMENTAL USE ONLY
				Filed June 9, 1999

EX-3.44

Exhibit 3.44

3290441 CANADA INC.

GENERAL BY-LAWS

1.Canada Business Corporation Acts.  Unless otherwise provided in these by-laws, the provisions of the Canada Business Corporations Act (“Act”) shall apply to the Corporation.  Terms not defined in these by-laws shall have the same meanings as set forth in the Act.

2.Annual meeting of shareholders.  The annual meeting of the shareholders of the Corporation shall be held on such date, not later than six months after the close of the Corporation’s preceding financial year, as the directors may from time to time by resolution provide, for the election of directors and the transaction of such other business as may properly come before the meeting.

The annual meeting shall be held at the head office of the Corporation, or at such other place as may be fixed by the directors.

3.Special general meetings of shareholders.  Special general meetings of shareholders may be called at any time by order of the Chairman of the Board or the President or any Vice-President of the Corporation or under authority of a resolution of the board of directors or shall be called whenever the holders of not less than one-tenth of the outstanding shares of the Corporation carrying voting rights at such meeting shall, in writing, request the same.  Any such order, resolution or request shall specify the object for which the meeting is to be called.  The notice of a special general meeting shall state in general terms the purpose or purposes of the meeting.

It shall be the duty of the President or, in his absence, of one of the Vice-Presidents, upon adoption of such a resolution or on receipt of such a request to cause the meeting to be called by the Secretary or Other officer of the Corporation in conformity with the terms of the resolution or request.  In default of his so doing, any director may call such meeting or the same may be called by such shareholders themselves in accordance with and subject to the provisions of the laws governing the Corporation.

Special general meetings of shareholders shall be held at the head office of the Corporation or at any other place or places within or outside Canada previously approved by resolution of the directors or at any other place where all the shareholders of the Corporation entitled to vote thereat are present in person or represented by proxy or of which all the shareholders of the Corporation approve.

4.Place of meetings of shareholders.  Meetings of shareholders shall be held at the registered office of the Corporation or at any other place within Canada determined by the directors or, subject to the Act, at any place outside Canada.

5.Notice of meeting of shareholders.  Notice specifying the place, day and time of each annual and of each special general meeting of shareholders shall be given by sending the notice to each shareholder entitled to vote at the meeting through the post, in a prepaid

wrapper or letter not less than twenty-one days nor more than fifty days before the date of the meeting, to his latest address as shown on the books of the Corporation.  Where required by law, such notice shall be accompanied by a copy of the Corporation’s financial statements and a copy of the auditor’s report.

Notice of the time and place for holding any meeting of shareholders need not be given if all the shareholders of the Corporation entitled to vote at the meeting waive notice of the meeting in writing.

Notices with respect to any shares registered in more than one name shall be given to whichever of such persons is named first in the books of the Corporation in respect of such joint holding and notice so given shall be sufficient notice to all the holders of such shares.

Irregularities in the notice or in the giving thereof, as well as the accidental omission to give notice of any meeting to, or the non-receipt of any such notice by any of the shareholders, shall not invalidate any proceedings at any such meeting.  A certificate of the Secretary or of any other duly authorized officer of the Corporation or of any officer or any transfer agent or registrar of the Corporation with respect to the mailing of any notice shall be conclusive evidence thereof and shall be binding on every shareholder.

6.Quorum, voting and adjournments at meetings of shareholders.  One or more persons, each of whom shall be entitled to vote thereat either personally or as proxy or as the authorized representative of a corporation holding at least one share carrying voting rights thereat, and representing in their own right or by proxy or as such authorized representative or representatives not less than 50% in number of the outstanding shares of the capital stock of the Corporation carrying voting rights at such meeting, shall constitute a quorum for an annual meeting and for a special general meeting, provided however that, if all the shares entitled to vote at a meeting are held by one holder, the holder present in person or by proxy constitutes a meeting.

The act of the holders of a majority of the shares so represented and carrying voting rights thereat shall be the act of the shareholders except where the vote or consent of the holders of a greater number of shares is required by the laws governing the Corporation, by the articles of the Corporation or by the by-laws of the Corporation.  Should a quorum not be present at any meeting of shareholders, those present in person and entitled to be counted for the purpose of forming a quorum 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.  At any such adjourned meeting, provided a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

7.Right to vote and proxies.  At any meeting of shareholders, each shareholder entitled to vote thereat, and each authorized representative of a corporation holding at least one share carrying voting rights thereat, who shall be present at such meeting, shall have, on a show of hands, one vote, and upon a poll each shareholder present in person or represented by proxy and the authorized representative of a corporation present in person or represented by proxy shall be entitled to one vote for each share carrying voting rights

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at such meeting registered in his or its name on the books of the Corporation unless, under the terms of the articles incorporating the Corporation or any amendments thereto, some other scale of voting is fixed, in which event such scale of voting shall be adopted.  Any shareholder or proxy or the authorized representative of a corporation entitled to vote at any meeting of shareholders may demand a poll in respect of any matter submitted to a vote.  A poll need not be preceded by a show of hands.

Shareholders (including corporations) entitled to vote may vote upon a poll by proxy at any meeting of the shareholders, and the representative of a corporation entitled to vote may likewise vote by proxy if duly authorized in that behalf by such corporation.  The holder of any proxy need not himself be a shareholder entitled to vote at the meeting.

The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

8.Joint shareholders.  Where there are joint registered holders of any share or shares, any one of such persons may vote at any meeting either personally or by proxy in respect of such share or shares as if he were solely entitled thereto and such person shall be presumed to have been appointed manager by the other joint shareholder(s) unless more than one of such joint holders be present or represented by proxy at such meeting, in which event that one of such joint holders so present or represented whose name stands first, or before the other or others, on the books of the Corporation in respect of such share or shares shall alone be entitled to vote in respect thereof.  Several liquidators of the estate of a deceased shareholder in whose name any share stands shall for the purpose of this paragraph be deemed joint holders thereof.

9.Procedure at meetings.  The Chairman of any meeting of shareholders shall conduct the procedure thereat in all respects and his decision on all matters or things, including, but without in any way limiting the generality of the foregoing, any question regarding the validity or invalidity of any instruments of proxy, shall be conclusive and binding upon the shareholders.

A declaration by the Chairman at any meeting that a resolution has been carried or carried unanimously or carried by any particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

The Chairman at any meeting of shareholders may vote as a shareholder but shall not have a second or casting vote in case of an equality of votes.

10.Scrutineers.  The Chairman at any meeting of shareholders may appoint one or more persons (who may but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

11.Resolutions.  All motions or resolutions of shareholders shall be passed at duly convened meetings.  Except in those cases where by law the convocation of the shareholders at a

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meeting is required, the signature of all the shareholders of the Corporation entitled to vote thereon to any instrument (which may be signed in counterparts) setting out a motion or resolution which might be passed by the shareholders shall give to the motion or resolution the same force and effect as if it had been unanimously passed by all the shareholders entitled to vote at a meeting held to consider the same.

12.Shareholder proposal.  Any shareholder entitled to vote at an annual meeting of shareholders may submit to the Corporation notice of any matter that he proposes to raise at the meeting, discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.

13.Directors.  The Corporation shall have one or more directors who shall manage the business and affairs of the Corporation.

14.Election of directors, term of office.  Each director shall (except as herein otherwise provided) be elected at the annual meeting of shareholders by a majority of the votes cast in respect of such election.  It shall not be necessary that the voting for the election of directors of the Corporation be conducted by poll, unless voting by poll is demanded by someone present and entitled to vote at such meeting.  Each director so elected shall hold office until the election of his successor unless he shall resign or his office become vacant by death, removal or other cause.

15.General powers of directors.  The directors may administer the affairs of the Corporation in all things and may make or cause to be made for the Corporation, in its name, any contract which the Corporation may lawfully enter into and generally may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise entitled to exercise and do.

Without in any way derogating from the foregoing, the directors are expressly empowered to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options, bonds, debentures and other securities, lands, buildings, patents and any and all other property, moveable or immovable, real or personal, or any right or interest therein, owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.

All acts done by any meeting of directors or by any person acting as a director, so long as his successor shall not have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or the person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or was qualified to be directors or a director of the Corporation.

16.Removal of directors.  The shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

17.Ceasing to hold of office.  A director of the Corporation shall cease to hold office when:

17.1he dies or resigns;

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17.2he is removed at any meeting of shareholders called for the purpose;

17.3he ceases to be qualified for such office.

18.Vacancies.  In the case of a vacancy occurring in the board, the directors then in office, by the affirmative vote of a majority thereof (provided a quorum exists), may elect any other duly qualified person as a director and any director so elected shall hold office until the next annual meeting of shareholders and shall then be eligible for re-election.

19.Meetings of directors and notices.  As soon as may be practicable after the annual meeting of shareholders in each year there shall be held, without notice, a meeting of such of the newly elected directors as are then present, provided they shall constitute a quorum, for the election or appointment of officers of the Corporation.

Meetings of the directors may be called at any time by or by order of the Chairman of the Board, the President or any two directors, and may be held at the registered office of the Corporation, or at any other place determined by the directors.  Notice specifying the place, day and time of each such meeting shall be served upon each director or left at his usual residence or usual place of business, or shall be mailed, telegraphed or cabled prepaid, addressed to each director at his address as it appears on the books of the Corporation at least forty-eight hours prior to the time fixed for such meeting in the case of notice served personally or telegraphed or cabled, and at least seventy-two hours prior to the time fixed for such meeting in other cases.

20.Quorum and voting at meetings of directors.  The directors may from time to time fix the quorum for meetings of directors, but unless so fixed a majority of the directors in office shall constitute a quorum.

The Chairman at any meeting of directors may vote as a director but shall not have a second or casting vote in case of an equality of votes.

21.Remuneration of directors.  The directors shall have power to fix the remuneration to be paid to directors for their services as such, which remuneration shall be in addition to any salary a director may receive as an officer or employee of the Corporation.  The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation, or to receive a fixed allowance in respect thereof.

22.Resolutions in lieu of meeting.  All resolutions of directors shall be enacted or adopted at duly convened meeting.  Notwithstanding the foregoing, the signature of all the directors of the Corporation to any instrument (which may be signed in counterparts) setting out a resolution which might be enacted or adopted by the directors shall give to resolution the same force and effect as if it had been unanimously enacted or adopted, as the case may be, by vote of the directors at a meeting duly convened and held.  Likewise, written resolutions signed by all the members of a committee of the directors qualified to vote are as valid as if passed at a meeting of said committee.

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23.Indemnification of directors, officers and others.

23.1Limitation of liability

No director or officer shall be liable for the acts, receipts, neglects or default of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

23.2Indemnity

Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) 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 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 the Corporation or such body corporate, if

23.2.1he acted honestly and in good faith with a view to the best interests of the Corporation; and

23.2.2in 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.

23.3Insurance

Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.

24.Disclosure of interest.  A director of the Corporation who is a party to a material contract or proposed material contract with the Corporation or is a director or an officer of or has

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a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.

25.Committee.  The board of directors may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors.

26.Officers.  The executive officers of the Corporation shall be the President, a Treasurer and a Secretary.  The President, Treasurer and Secretary shall be elected or appointed by the board of directors at its first meeting after the first meeting of the shareholders and thereafter at the first or any subsequent meeting of the board of directors held after each annual meeting of shareholders.  The board of directors may also elect or appoint at any time and from time to time as officers or executive officers a Chairman of the Board, one or more Vice-Presidents, one or more Assistant-Secretaries, one or more Assistant-Treasurers, a Comptroller, a General Manager or Managing Director and such other officers or executive officers as the board of directors, from time to time, deem expedient.  All officers and executive officers of the Corporation shall hold office until their successors are chosen and, when necessary, qualified in their stead, subject always to removal as provided in the by-laws of the Corporation.  All officers and executive officers shall respectively perform such duties, in addition to those specified in the by-laws of the Corporation, as shall, from time to time, be prescribed by the board of directors.  The same person may hold more than one office, provided, however, that the offices of President and Vice-President shall not be held by the same person.  None of such officers or executive officers of the Corporation need be a director of the Corporation.

27.Chairman of the Board.  The Chairman of the Board shall be chosen from among the directors.  He shall preside at all meetings of shareholders and at all meetings of directors and he shall have such other powers and duties as the board of directors may determine, from time to time, by resolution.

28.President.  The President, in the absence of the Chairman of the Board, he shall preside at all meetings of the shareholders and at all meetings of the board of directors.  He shall be the chief executive officer of the Corporation and, if no General Manager or Managing Director is appointed, shall exercise a general control of and supervision over its affairs.  He shall have such other powers and duties as the board of directors may determine, from time to time, by resolution.

29.Vice-President or Vice-Presidents.  The Vice-President or Vice-Presidents shall have such powers and duties as may be assigned to him or them respectively by resolution of the board of directors.  In case of absence or disability of the Chairman of the Board and the President, one of the Vice-Presidents may exercise the powers and perform the duties of the Chairman of the Board and the President and, if such Vice-President exercises any of the powers or performs any of the duties of the Chairman of the Board and the President, the absence or disability of the Chairman of the Board and the President shall be presumed.

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30.Treasurer and Assistant-Treasurers.  The Treasurer shall have general charge of the finances of the Corporation.  He shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or trust companies as the board of directors may from time to time designate by resolution, and shall render to the board of directors, whenever directed by the board of directors, an account of the financial condition of the Corporation and of all his transactions as Treasurer, and as soon as possible after the close of each financial year he shall make and submit to the board of directors a like report for such financial year.  He shall have charge and custody of and be responsible for the keeping of the books of account required to be kept pursuant to the laws governing the Corporation.  He shall perform all the acts incidental to the office of Treasurer subject to the control of the board of directors.

Assistant-Treasurers may perform any of the duties of the Treasurer delegated to them, from time to time, by the board of directors or by the Treasurer.

31.Secretary and Assistant-Secretaries.  The Secretary shall attend to the giving and service of all notices of the Corporation and shall keep the minutes of all meetings of the shareholders and of the board of directors in a book or books to be kept for that purpose.  He shall keep in safe custody the corporate seal of the Corporation.  He shall have charge of the records of the Corporation including books containing the names and addresses of the shareholders and members of the board of directors of the Corporation, together with copies of all reports made by the Corporation, and such other books and papers as the board of directors may direct.  He shall be responsible for the keeping and filing of all books, reports, certificates and other documents required by law to be kept and filed by the Corporation.  He shall perform such other duties as appertain to his office or as may be required by the board of directors.

Assistant-Secretaries may perform the duties of the Secretary delegated to them, from time to time, by the board of directors or by the Secretary.

32.General Manager or Managing Director.  The directors may appoint, from time to time, a General Manager of the Corporation who may also be designated the “Managing Director”.  He shall manage the affairs of the Corporation under the supervision of the board of directors and shall exercise such powers as may be prescribed, from time to time, by resolution of the board of directors, and such authority may be either general or specific.

33.Removal of officers.  The board of directors, by an affirmative vote of the majority of the board, may remove and discharge any or all of the executive officers or other officers or employees, either with or without cause, at any meeting called for that purpose and may elect or appoint others in their place or places.  Any officer or employee of the Corporation, not being an executive officer or a member of the board of directors, may also be removed and discharged, either with or without cause, by the President, any Vice-President or the Managing Director.  If, however, there be no cause for such removal or discharge and there be a special contract derogating from the provisions of this by-law such removal or discharge shall be subject to the provisions of such contract.

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34.Remuneration of officers.  The remuneration of all executive officers and other officers of the Corporation shall be fixed, from time to time, by resolution of the board of directors.

35.Issue of shares.  Shares of the capital stock of the Corporation may be issued at such times and to such persons and for such consideration as the directors may determine.

36.Financial year.  The directors may fix and from time to time change the financial year end of the Corporation.

37.Appointment of auditors.  The shareholders of the Corporation may, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the annual meeting.

38.Declaration.  Any officer, or any other person authorized by the directors, by any two officers or by the Chairman of the Board or the President, is authorized and empowered to appear and make answer for the Corporation to all writs, orders and interrogatories upon articulated facts issued out of any court, and to declare for and on behalf of the Corporation any answer to writs of attachment by way of garnishment in which the Corporation is garnishee, and to make affidavits and solemn declarations in connection therewith or in connection with any and all judicial proceedings to which the Corporation is a party, and to make petitions for winding-up or bankruptcy orders upon any debtor of the Corporation, and to attend and vote at all meetings of creditors of the Corporation’s debtors and grant proxies in connection therewith.

39.Representation at meetings.  Any officer, or any other person authorized by the directors, may:

39.1represent the Corporation and attend and vote at any and all meetings of shareholders or members of any firm, syndicate, company or corporation in which the Corporation has shares or is otherwise interested, and any action taken and vote cast by him at any such meeting shall be deemed to be the act and/or vote of the Corporation;

39.2authorize any person (whether an officer of the Corporation or not) to attend, vote and otherwise act, for and on behalf and in the name of the Corporation, at any and all meetings of shareholders or members of any firm, syndicate, company or corporation in which the Corporation has shares or is otherwise interested, and for such purpose may execute and deliver instruments of proxy in such form and terms as the person so executing and delivering the same may see fit, including therein, but without in any way limiting or restricting the generality of the foregoing, provision for the appointment of substitute proxies and the revocation of all instruments of proxy given by the Corporation prior thereto with respect to any such meeting.

40.Enactment, repeal and amendment of by-laws.  The board of directors may, from time to time, enact or pass by-laws not contrary to law or to the charter of the Corporation for the purposes indicated in the laws governing the Corporation, and may repeal, amend or re-

9

enact by-laws of the Corporation, but every such by-law (excepting by-laws made respecting agents, officers and servants of the Corporation) and every repeal, amendment or re-enactment thereof, unless in the meantime ratified at a special general meeting of the shareholders of the Corporation duly called for that purpose, shall only have force until the next annual meeting of the Corporation and, in default of confirmation thereat, shall, at and from that time, cease to have force.

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EX-3.45

Exhibit 3.45

CERTIFICATE OF INCORPORATION

OF

CASCADES TISSUE GROUP – SALES INC.

* * * * *

1.The name of the corporation is Cascades Tissue Group – Sales Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted 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.

4.The total number of shares of stock which the corporation shall have authority to issue is:  One Thousand (1000) 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.

5.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Stefania Rocco, CT Corporation System	111 Eighth Avenue, New York, NY 10011

6.The corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the stockholders, or the board of directors of the corporation, without the assent or vote of the stockholders, shall have the power to adopt, alter, amend or repeal the by-laws of the corporation.

8.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law.

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:14 PM 06/21/2004

FILED 01:14 PM 06/21/2004

SRV 040455081 - 3819144 FILE

9.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as otherwise provided by the General Corporation Law of the Sate of Delaware as the same exists or may hereafter be amended.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hands this of May 28, 2004.

/s/ Stefania Rocco

Stefania Rocco

Incorporator

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EX-3.46

Exhibit 3.46

BY-LAWS
OF
CASCADES TISSUE GROUP – SALES INC.

(A Delaware Corporation)

ARTICLE I
OFFICES

Section 1.01  Offices.  The Corporation shall have its registered office in the State of Delaware, and may have such other offices and places of business within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 2.01  Place of Meetings.  Meetings of stockholders for any purpose may be held at such place or places, either within or without the State of Delaware, as shall be designated by the Board of Directors, or by the President with respect to meetings called by him.

Section 2.02  Annual Meeting.  The annual meeting of stockholders shall be held on such date as may be determined by the Board of Directors.  At such meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.03  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the written request of stockholders owning a majority of the shares of the Corporation then outstanding and entitled to vote.

Section 2.04  Notice of Meetings.  Written notice of the annual meeting or any special meeting of stockholders shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days prior to the meeting, except as otherwise required by statute, and shall state the time and place and, in the case of a special meeting, the purpose or purposes of the meeting.  Notice need not be given, however, to any stockholder who submits a signed waiver of notice, before or after the meeting, or who attends the meeting in person or by proxy without objecting to the transaction of business.

Section 2.05  Quorum.  At all meetings of stockholders, 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 for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation or these By-Laws.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder.

Section 2.06  Voting.  (a) At all meetings of stockholders, each stockholder having the right to vote thereat may vote in person or by proxy, and, unless otherwise provided in the Certificate of Incorporation or in any resolution providing for the issuance of any class or series of stock adopted by the Board of Directors pursuant to authority vested in the Board by the Certificate of Incorporation, shall have one vote for each share of stock registered in his name.  Election of directors shall be by written ballot.

(b)  When a quorum is once present at any meeting of stockholders, a majority of the votes cast, whether in person or represented by proxy, shall decide any question or proposed action brought before such meeting, except for the election of directors, who shall be elected by a plurality of the votes cast, or unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws or an agreement among stockholders, in which case such provision shall govern the vote on the decision of such question or action.

Section 2.07  Adjourned Meetings.  Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is present, or by the President if a quorum of stockholders is not present.  No notice of such adjourned meeting need be given, other than by announcement at the meeting at which adjournment is taken, and any business may be transacted at the adjourned meeting which might have been transacted at the meeting as originally called.  However, if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

Section 2.08  Action by Written consent of Stockholders.  Any action of the stockholders required or permitted to be taken at any regular or special meeting thereof may be taken without any such meeting, notice of meeting or vote if a consent in writing setting forth the action thereby taken is signed by the holders of outstanding stock having not less than the number of votes that would have been necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted.  Prompt notice of the taking of any such action shall be given to any stockholders entitled to vote who have not so consented in writing.

Section 2.09  Stockholders of Record.  (a) The stockholders from time to time entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to any corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, shall be the stockholders of record as of the close of business on a date fixed by the Board of Directors as

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the record date for any such purpose.  Such a record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not, with respect to stockholder meetings, be more than sixty days nor less than ten days before the date of such meeting, or, with respect to stockholder consents, more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

(b)  If the Board of Directors does not fix a record date, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be as of the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived as provided herein, on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, where no prior action by the Board of Directors is necessary, shall be the close of business on the day on which the first signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE III
DIRECTORS

Section 3.01  Board of Directors.  The management of the affairs, property and business of the Corporation shall be vested in a Board of Directors, the members of which need not be stockholders.  In addition to the power and authority expressly conferred upon it by these By-Laws and the Certificate of Incorporation, the Board of Directors may take any action and do all such lawful acts and things on behalf of the Corporation and as are not by statute or by the Certificate of Incorporation or these By-Laws required to be taken or done by the stockholders.

Section 3.02  Number.  The number of directors shall be as fixed from time to time by the Board of Directors.

Section 3.03  Election and Term of Directors.  At each annual meeting of the stockholders, the stockholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of such term and until his successor, if any, has been elected and qualified, or until his earlier resignation or removal.

Section 3.04  Annual and Regular Meetings.  The annual meeting of the Board of Directors shall be held promptly after the annual meeting of stockholders, and regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine.  No notice shall be required for the annual or any regular meeting of the Board of Directors.

Section 3.05  Special Meetings.  Special meetings of the Board of Directors may be called by the President, by an officer of the corporation who is also a director or by any two directors, upon one day’s notice to each director either personally or by mail, telephone, telecopier or telegraph, and if by telephone, telecopier or telegraph confirmed in writing before or after the meeting,

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setting forth the time and place of such meeting.  Notice of any special meeting need not be given, however, to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without objecting to the transaction of business.

Section 3.06  Place of Meetings.  (a) The Board of Directors may hold its meetings, regular or special, at such places, either within or without the State of Delaware, as it may from time to time determine or as shall be set forth in any notice of such meeting.

(b)  Any meeting of the Board of Directors may be held by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

Section 3.07  Adjourned Meetings.  A majority of the directors present, whether or not a quorum, may adjourn any meeting of the Board of Directors to another time and place.  Notice of such adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 3.08  Quorum of Directors.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  The total number of directors means the number of directors the Corporation would have if there were no vacancies.

Section 3.09  Action of the Board of Directors.  The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws, in which case such provision shall govern the vote on the decision of such question or action.  Each director present shall have one vote.

Section 3.10  Action by Written Consent of Directors.  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 a written consent thereto is signed by all members of the Board of Directors or of such committee, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11  Resignation.  A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of Directors or such officer, and acceptance of the resignation shall not be necessary.

Section 3.12  Removal of Directors.  Any or all of the directors may be moved with or without cause by the stockholders.

Section 3.13  Newly Created Directorships and Vacancies.  Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum.  Vacancies occurring by reason of

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the removal of directors without cause shall be filled by a vote of the stockholders.  A director elected to fill a newly created directorship or to fill any vacancy shall hold office until the next annual meeting of stockholders, and until his successor, if any, has been elected and qualified.

Section 3.14  Chairman.  At all meetings of the Board of Directors the Chairman of the Board or, if one has not been elected or appointed or in his absence, a chairman chosen by the directors present at such meeting, shall preside.

Section 3.15  Committees Appointed by the Board of Directors.  The Board of Directors may, by resolution passed by a majority of the entire Board of Directors or by written consent of all of the directors, designate one or more committees, each committee to consist of one or more of the directors.  The Board may also designate one or more directors as alternate members of any committee who may replace any absent or disqualified committee member at any committee meeting.  Any such committee, to the extent provided in the resolution, except as restricted by law, shall have and may exercise the powers of the Board of Directors in the management of the affairs, business and property of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.16  Compensation.  No compensation shall be paid to directors, as such, for their services, but the Board of Directors may authorize payment of an annual retainer and/or fixed sum and expenses for attendance at each annual, regular or special meeting 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 IV
OFFICERS

Section 4.01  Offices, Election and Term.  (a) At its annual meeting the Board of Directors shall elect or appoint a President and a Secretary and may, in addition, elect or appoint at any time such other officers as it may determine.  Any number of offices may be held by the same person.

(b)  Unless otherwise specified by the Board of Directors, each officer shall be elected or appointed to hold office until the annual meeting of the Board of Directors next following his election or appointment and until his successor, if any, has been elected or appointed and qualified, or until his earlier resignation or removal.

(c)  Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

(d)  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.  Any vacancy occurring in any office by reason of death, resignation, removal or otherwise may be filled by the Board of Directors.

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Section 4.02  Powers and Duties.  The officers, agents and employees of the corporation shall each have such powers and perform such duties in the management of the affairs, property and business of the Corporation, subject to the control of and limitation by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as may be authorized from time to time by the Board of Directors.

Section 4.03  Sureties and Bonds.  If the Board of Directors shall so require, any officer, agent or employee of the Corporation shall furnish to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES

Section 5.01  Certificates.  Unless otherwise provided pursuant to the General Corporation Law of the State of Delaware, the shares of stock of the Corporation shall be represented by certificates, as provided by the General Corporation Law of the State of Delaware.  They shall be numbered and entered in the books of the Corporation as they are issued.

Section 5.02  Lost or Destroyed Certificates.  The Board of Directors may in its discretion authorize the issuance of a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed.  As a condition of such issuance, the Board of Directors may require, either generally or in each case, the record holder of such certificates, or his legal representative, to furnish an affidavit setting forth the facts of such alleged loss, theft or destruction, together with proof of advertisement of the alleged loss, theft or destruction, and a bond with such surety and in such form and amount as the Board may specify indemnifying the Corporation, any transfer agent and registrar against any claim against any of them relating to such lost, stolen or destroyed certificates.

Section 5.03  Transfer of Shares.  (a) Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares or other securities of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate, except to the extent the Corporation or such transfer agent may be prevented from so doing by law, by the order or process of any court of competent jurisdiction, or under any valid restriction on transfer imposed by the Certificate of Incorporation, these By-Laws, or agreement of security holders.  Every such transfer shall be entered on the transfer books of the Corporation.

(b)  The Corporation shall be entitled to treat the holder of record of any share or other security of the Corporation as the holder in fact thereof and shall not be bound to recognize any equitable

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or other claim to or interest in such share or security on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

ARTICLE VI
INDEMNIFICATION

Section 6.01  Indemnification.  The Corporation shall indemnify the directors, officers, agents and employees of the Corporation 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 these By-Laws or otherwise.  The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

ARTICLE VII
MISCELLANEOUS

Section 7.01  Corporate Seal.  The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words, “Corporate Seal, Delaware”.  The seal on the certificates for shares or any corporate obligation for the payment of money, or on any other instrument, may be a facsimile, engraved, printed or otherwise reproduced.

Section 7.02  Execution of Instruments.  All corporate instruments and documents shall be signed or countersigned, executed, and, if desired, verified or acknowledged by a proper officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.03  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE VIII
AMENDMENTS

Section 8.01  Amendments.  These By-Laws may be altered, amended or repealed from time to time by the stockholders or by the Board of Directors without the assent or vote of the stockholders.

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ARTICLE IX
STOCKHOLDERS AGREEMENT

Section 9.01  Stockholders Agreement.  Should the Corporation at any time, or from time to time, be party to a stockholders agreement (a “Stockholders Agreement”), then notwithstanding anything to the contrary contained in these By-Laws, in the event of any conflict between any provision of such Stockholders Agreement and any provision of these By-Laws, such conflicting provision of the Stockholders Agreement shall be incorporated herein as a By-Law and shall control.

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EX-3.47

Exhibit 3.47

STATE OF DELAWARE

SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 02/04/2003
030072905 –  3621649

CERTIFICATE OF INCORPORATION

OF

CASCADES TISSUE GROUP - TENNESSEE INC.

THE UNDERSIGNED, in order to form a corporation under and pursuant to the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is Cascades Tissue Group - Tennessee Inc.

SECOND:  The registered office of the Corporation in the State of Delaware is at 1209 Orange Street, Wilmington,. County of New Castle, Delaware 19801, and its registered agent at such address is The Corporation Trust Company.

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 Delaware.

FOURTH:  The total number of shares of stock which the Corporation is authorized to issue is one thousand (1000) 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.

FIFTH:  The name and mailing address of the Incorporator is

J.  Craig Pell
Torys LLP
237 Park Avenue
New York, New York 10017-3142

SIXTH:  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended.

SEVENTH:  The stockholders, or the Board of Directors of the Corporation without the assent or vote of the stockholders, shall have the power to adopt, alter, amend or repeal the By-Laws of the Corporation.

EIGHTH:  The Corporation reserves the right to amend, alter, change or repeal any provision set forth in this Certificate of Incorporation in the manner now or hereafter prescribed by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 4^th day of February, 2003.

/s/ J. Craig Pell

J. Craig Pell

Sole Incorporator

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EX-3.48

Exhibit 3.48

BY-LAWS
OF
CASCADES TISSUE GROUP - TENNESSEE INC.

(A Delaware Corporation)

ARTICLE I
OFFICES

Section 1.01  Offices.  The Corporation shall have its registered office in the State of Delaware, and may have such other offices and places of business within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 2.01  Place of Meetings.  Meetings of stockholders for any purpose may be held at such place or places, either within or without the State of Delaware, as shall be designated by the Board of Directors, or by the President with respect to meetings called by him.

Section 2.02  Annual Meeting.  The annual meeting of stockholders shall be held on such date as may be determined by the Board of Directors.  At such meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.03  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the written request of stockholders owning a majority of the shares of the Corporation then outstanding and entitled to vote.

Section 2.04  Notice of Meetings.  Written notice of the annual meeting or any special meeting of stockholders shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days prior to the meeting, except as otherwise required by statute, and shall state the time and place and, in the case of a special meeting, the purpose or purposes of the meeting.  Notice need not be given, however, to any stockholder who submits a signed waiver of notice, before or after the meeting, or who attends the meeting in person or by proxy without objecting to the transaction of business.

Section 2.05  Quorum.  At all meetings of stockholders, 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 for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation or these By-Laws.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder.

Section 2.06  Voting.  (a) At all meetings of stockholders, each stockholder having the right to vote thereat may vote in person or by proxy, and, unless otherwise provided in the Certificate of Incorporation or in any resolution providing for the issuance of any class or series of stock adopted by the Board of Directors pursuant to authority vested in the Board by the Certificate of Incorporation, shall have one vote for each share of stock registered in his name.  Election of directors shall be by written ballot.

(b)  When a quorum is once present at any meeting of stockholders, a majority of the votes cast, whether in person or represented by proxy, shall decide any question or proposed action brought before such meeting, except for the election of directors, who shall be elected by a plurality of the votes cast, or unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws or an agreement among stockholders, in which case such provision shall govern the vote on the decision of such question or action.

Section 2.07  Adjourned Meetings.  Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is present, or by the President if a quorum of stockholders is not present.  No notice of such adjourned meeting need be given, other than by announcement at the meeting at which adjournment is taken, and any business may be transacted at the adjourned meeting which might have been transacted at the meeting as originally called.  However, if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

Section 2.08  Action by Written consent of Stockholders.  Any action of the stockholders required or permitted to be taken at any regular or special meeting thereof may be taken without any such meeting, notice of meeting or vote if a consent in writing setting forth the action thereby taken is signed by the holders of outstanding stock having not less than the number of votes that would have been necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted.  Prompt notice of the taking of any such action shall be given to any stockholders entitled to vote who have not so consented in writing.

Section 2.09  Stockholders of Record.  (a) The stockholders from time to time entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to any corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, shall be the stockholders of record as of the close of business on a date fixed by the Board of Directors as the record date for any such purpose.  Such a record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not, with

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respect to stockholder meetings, be more than sixty days nor less than ten days before the date of such meeting, or, with respect to stockholder consents, more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

(b)  If the Board of Directors does not fix a record date, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be as of the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived as provided herein, on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, where no prior action by the Board of Directors is necessary, shall be the close of business on the day on which the first signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE III
DIRECTORS

Section 3.01  Board of Directors.  The management of the affairs, property and business of the Corporation shall be vested in a Board of Directors, the members of which need not be stockholders.  In addition to the power and authority expressly conferred upon it by these By-Laws and the Certificate of Incorporation, the Board of Directors may take any action and do all such lawful acts and things on behalf of the Corporation and as are not by statute or by the Certificate of Incorporation or these By-Laws required to be taken or done by the stockholders.

Section 3.02  Number.  The number of directors shall be as fixed from time to time by the Board of Directors.

Section 3.03  Election and Term of Directors.  At each annual meeting of the stockholders, the stockholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of such term and until his successor, if any, has been elected and qualified, or until his earlier resignation or removal.

Section 3.04  Annual and Regular Meetings.  The annual meeting of the Board of Directors shall be held promptly after the annual meeting of stockholders, and regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine.  No notice shall be required for the annual or any regular meeting of the Board of Directors.

Section 3.05  Special Meetings.  Special meetings of the Board of Directors may be called by the President, by an officer of the corporation who is also a director or by any two directors, upon one day’s notice to each director either personally or by mail, telephone, telecopier or telegraph, and if by telephone, telecopier or telegraph confirmed in writing before or after the meeting, setting forth the time and place of such meeting.  Notice of any special meeting need not be

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given, however, to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without objecting to the transaction of business.

Section 3.06  Place of Meetings.  (a) The Board of Directors may hold its meetings, regular or special, at such places, either within or without the State of Delaware, as it may from time to time determine or as shall be set forth in any notice of such meeting.

(b)  Any meeting of the Board of Directors may be held by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

Section 3.07  Adjourned Meetings.  A majority of the directors present, whether or not a quorum, may adjourn any meeting of the Board of Directors to another time and place.  Notice of such adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 3.08  Quorum of Directors.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  The total number of directors means the number of directors the Corporation would have if there were no vacancies.

Section 3.09  Action of the Board of Directors.  The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws, in which case such provision shall govern the vote on the decision of such question or action.  Each director present shall have one vote.

Section 3.10  Action by Written Consent of Directors.  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 a written consent thereto is signed by all members of the Board of Directors or of such committee, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11  Resignation.  A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of Directors or such officer, and acceptance of the resignation shall not be necessary.

Section 3.12  Removal of Directors.  Any or all of the directors may be removed with or without cause by the stockholders.

Section 3.13  Newly Created Directorships and Vacancies.  Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum.  Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the stockholders.  A director

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elected to fill a newly created directorship or to fill any vacancy shall hold office until the next annual meeting of stockholders, and until his successor, if any, has been elected and qualified.

Section 3.14  Chairman.  At all meetings of the Board of Directors the Chairman of the Board or, if one has not been elected or appointed or in his absence, a chairman chosen by the directors present at such meeting, shall preside.

Section 3.15  Committees Appointed by the Board of Directors.  The Board of Directors may, by resolution passed by a majority of the entire Board of Directors or by written consent of all of the directors, designate one or more committees, each committee to consist of one or more of the directors.  The Board may also designate one or more directors as alternate members of any committee who may replace any absent or disqualified committee member at any committee meeting.  Any such committee, to the extent provided in the resolution, except as restricted by law, shall have and may exercise the powers of the Board of Directors in the management of the affairs, business and property of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.16  Compensation.  No compensation shall be paid to directors, as such, for their services, but the Board of Directors may authorize payment of an annual retainer and/or fixed sum and expenses for attendance at each annual, regular or special meeting 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 IV
OFFICERS

Section 4.01  Offices, Election and Term.  (a) At its annual meeting the Board of Directors shall elect or appoint a President and a Secretary and may, in addition, elect or appoint at any time such other officers as it may determine.  Any number of offices may be held by the same person.

(b)  Unless otherwise specified by the Board of Directors, each officer shall be elected or appointed to hold office until the annual meeting of the Board of Directors next following his election or appointment and until his successor, if any, has been elected or appointed and qualified, or until his earlier resignation or removal.

(c)  Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

(d)  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.  Any vacancy occurring in any office by reason of death, resignation, removal or otherwise may be filled by the Board of Directors.

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Section 4.02  Powers and Duties.  The officers, agents and employees of the corporation shall each have such powers and perform such duties in the management of the affairs, property and business of the Corporation, subject to the control of and limitation by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as may be authorized from time to time by the Board of Directors.

Section 4.03  Sureties and Bonds.  If the Board of Directors shall so require, any officer, agent or employee of the Corporation shall furnish to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES

Section 5.01  Certificates.  Unless otherwise provided pursuant to the General Corporation Law of the State of Delaware, the shares of stock of the Corporation shall be represented by certificates, as provided by the General Corporation Law of the State of Delaware.  They shall be numbered and entered in the books of the Corporation as they are issued.

Section 5.02  Lost or Destroyed Certificates.  The Board of Directors may in its discretion authorize the issuance of a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed.  As a condition of such issuance, the Board of Directors may require, either generally or in each case, the record holder of such certificates, or his legal representative, to furnish an affidavit setting forth the facts of such alleged loss, theft or destruction, together with proof of advertisement of the alleged loss, theft or destruction, and a bond with such surety and in such form and amount as the Board may specify indemnifying the Corporation, any transfer agent and registrar against any claim against any of them relating to such lost, stolen or destroyed certificates.

Section 5.03  Transfer of Shares.  (a) Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares or other securities of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate, except to the extent the Corporation or such transfer agent may be prevented from so doing by law, by the order or process of any court of competent jurisdiction, or under any valid restriction on transfer imposed by the Certificate of Incorporation, these By-Laws, or agreement of security holders.  Every such transfer shall be entered on the transfer books of the Corporation.

(b)  The Corporation shall be entitled to treat the holder of record of any share or other security of the Corporation as the holder in fact thereof and shall not be bound to recognize any equitable

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or other claim to or interest in such share or security on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

ARTICLE VI
INDEMNIFICATION

Section 6.01  Indemnification.  The Corporation shall indemnify the directors, officers, agents and employees of the Corporation 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 these By-Laws or otherwise.  The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

ARTICLE VII
MISCELLANEOUS

Section 7.01  Corporate Seal.  The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words, “Corporate Seal, Delaware”.  The seal on the certificates for shares or any corporate obligation for the payment of money, or on any other instrument, may be a facsimile, engraved, printed or otherwise reproduced.

Section 7.02  Execution of Instruments.  All corporate instruments and documents shall be signed or countersigned, executed, and, if desired, verified or acknowledged by a proper officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.03  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE VIII
AMENDMENTS

Section 8.01  Amendments.  These By-Laws may be altered, amended or repealed from time to time by the stockholders or by the Board of Directors without the assent or vote of the stockholders.

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ARTICLE IX
STOCKHOLDERS AGREEMENT

Section 9.01  Stockholders Agreement.  Should the Corporation at any time, or from time to time, be party to a stockholders agreement (a “Stockholders Agreement”), then notwithstanding anything to the contrary contained in these By-Laws, in the event of any conflict between any provision of such Stockholders Agreement and any provision of these By-Laws, such conflicting provision of the Stockholders Agreement shall be incorporated herein as a By-Law and shall control.

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EX-3.51

Exhibit 3.51

Industry Canada
Certificate of Incorporation
Canada Business Corporations Act
CASCADES TRANSPORT INC.	419144-7
Name of corporation	Corporation number

I hereby certify that the above-named  corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
	September 19, 2003
Director
	Date of Incorporation

Canada Business Corporations Act		FORM 1 ARTICLES OF INCORPORATION (SECTION 6)
1 – Name of the Corporation
CASCADES TRANSPORT INC.
2 – The province or territory in Canada where the registered office is situated
Province de Québec
3 – The classes and any maximum number of shares that the corporation is authorized to issue
Voir l’annexe <A> laquelle fait partie intégrante des présentes
4 – Restrictions, if any, on share transfers
Voir l’annexe <B> laquelle fait partie intégrante des présentes
5 – Number (or minimum and maximum number) of directors
Minimum 1  Maximum 10
6 – Restrictions, if any, on the business the corporation may carry on
S/O
7 – Other provisions, if any
Voir l’annexe <C> laquelle fait partie intégrante des présentes
8 – Incorporators
Name(s)	Address (including postal code)			Signature
Alain Lemaire	396 rue Marie Victorin Kingsey Falls, Qc J0A 1B0			/s/ Alain Lemaire
FOR DEPARTMENTAL USE ONLY Corporation No. 4191447			Filed Sep 19 2003

IC3419 (2001/11) Canada

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” COMMON 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 condition 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 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

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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 the shares of all other classes, 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 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 Corporations Act, the Corporation,

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at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, may purchased 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 all other classes, 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 per cent (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”, “E”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class ”C” 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 to confer any other right to share in the property, in the profits or in the surplus assets of the Corporation.

(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 Corporations 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

4

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 ”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 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.

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 Class ”A”, “B”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class ”D” shares, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one per cent (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 Class ”A”, “B”, “F”, “G”, “H” and “I” shares, but subsequent to the holders of Class ”C” and “D” shares, 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

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

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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

In the event of a disagreement by the Department of National Revenue or by the “Ministère du Revenue du Québec”, or by both, as to the determination of the fair market value of the Class ”B” shares at the time of their exchange for Class ”E” 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

6

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 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”, “G”, “H” and “I” shares, but subsequent to the holders of Class ”D” and “E” shares, and from the funds declared for the payment of dividends, a maximum monthly, preferential and non-cumulative dividend of one per cent (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”, “G”, “H” and “I” shares, but subsequent to the holders of Class ”C”, “D” and “E” shares, to payment of the “retraction value” with respect to the Class ”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

7

“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 for this consideration.

(b)Determination of the fair market value of the consideration

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 Revenue 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, or, in the event of a retraction of all the shares, the Corporation and each former 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.

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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”, “H” and “I” shares, but subsequent to the holders of Class ”D”, “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 per cent (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.

(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”, “H” and “I” shares, but subsequent to the holders of Class ”C”, “D”, “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.

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(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

(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 Revenue 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, 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.

(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,

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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 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” and “I” shares, but subsequent to the holders of Class ”C”, “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, as 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 these shares, to the stated capital account 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

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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 ”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” and “B” shares, but subsequent to the holders of Class ”C”, “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’ written notice, shall be entitled to unilaterally redeem all or 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

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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.

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.

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(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 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 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 instalment 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

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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.  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 ”I” 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 or 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

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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.

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SCHEDULE B

pertaining to

RESTRICTIONS ON THE TRANSFER OF SHARES

CONSENT OF THE DIRECTORS OR OF THE SHAREHOLDERS

No share issued by the Corporation shall be transferred or assigned without the consent:

(a)either of a majority of the directors, which consent shall be evidenced by a resolution of the Board of Directors or by one (1) or more documents signed by a majority of the directors;

(b)or of a majority of the shareholders entitled to vote, which consent shall be evidenced by a resolution of these shareholders or by one (1) or more documents signed by a majority of these shareholders.

This consent, however, may validly be given after the transfer or assignment has been registered 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.

SCHEDULE C

pertaining to

OTHER PROVISIONS

1.CLOSED COMPANY

The Corporation shall be a “closed company” as defined within the meaning of section 5 of the Securities Act (R.S.Q., c. V-1.1) and, as such:

a)the number of shareholders of the Corporation shall be limited to fifty (50), exclusive of present or former employees of the Corporation or of a subsidiary; two (2) or more persons who jointly hold one (l) or more shares shall be counted as one (1) shareholder; and

b)any invitation to the public to subscribe for any securities shall be prohibited.

2.BORROWING POWERS

In addition to the powers conferred by the articles, and without restricting the generality of the powers conferred upon the directors by section 189 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, the directors, if they see 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.

3.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 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.

EX-3.52

Exhibit 3.52

BY-LAW NUMBER 1

being the

GENERAL BY-LAWS OF

CASCADES TRANSPORT INC.

These general by-laws of the Corporation, also referred to as By-law Number l, have been passed by a resolution of the directors and confirmed by the shareholders, in accordance with the Act.

§1.GENERAL PROVISIONS

1.Contractual nature.  These general by-laws create relations of a contractual nature between the Corporation and its shareholders.

A.SCOPE OF APPLICATION

2.Application.  These by-laws shall apply whenever the corporation shall be made up either of more than one director or of more than one shareholder or of more than one director and of more than one shareholder.

B.DEFINITIONS

3.Definitions in the by-laws.  Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws of the Corporation, in the minutes of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and in the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as in the minutes of the meetings of the shareholders and in the resolutions of the shareholders the term or the expression:

“Act” or “Canada Business Corporations Act” shall mean the An Act respecting Canadian business corporations, R.S.C. 1985, chap. C-44., as amended, and any amendment thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part.  In the event of such replacement, any reference to a provision of the Act shall be interpreted as being a reference to the provision which replaced it;

“An Act respecting the legal publicity of sole proprietorships” shall mean An Act respecting the legal publicity of sole proprietorships, partnerships and legal persons, R.S.Q., chap. P-45, and any future amendment thereto and shall include, in particular, any act or statute which may replace it, in whole or in part.  In the event of such replacement, any reference to a provision of An Act respecting the legal publicity of sole proprietorships shall be interpreted as being a reference to the provision which replaced it;

“articles” shall mean the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of dissolution, articles of revival or articles of arrangement of the Corporation as well as any amendment 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 include, in particular, a legal person within the meaning of the Civil Code of Quebec, a company, a non-profit corporation, a corporation or an association having a juridical or legal personality separate and distinct from its members, wherever or however incorporated;

“business day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, insofar as it does not fall on a holiday or a statutory holiday;

“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;

“declaration filed in the Register” shall mean, as the case may be, the initial declaration, the declaration of registration, the amending declaration, the annual declaration or any other declaration which has been filed or which may, in the future, be required to be filed pursuant to An Act respecting the legal publicity of sole proprietorships and which has been entered on the Register;

“Director” shall mean the Director appointed pursuant to section 260 of the Act and who is charged with the administration thereof;

“director” shall mean the person whose name appears at the relevant time in the declaration deposited in the Register and in the Notice of Directors or in the Notice of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act as well as any other person holding the office of director whatever title may be ascribed to such person and shall include, in particular, any de facto director as well as any other person who, at the request of the Corporation, acts or acted as director of another body corporate of which the Corporation is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity; and “Board of Directors” shall mean the body of the Corporation made up of all the directors;

“Inspector General” shall mean the Inspector General of Financial Institutions who is responsible for carrying out the administration of An Act respecting the legal publicity of sole proprietorships;

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“juridical or business day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, to the extent that it does not fall on a non-juridical day or holiday;

“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 securities;

“non-juridical day or holiday” shall mean any of the following days, namely: any Saturday or Sunday; New Year’s Day (January 1^st); Good Friday; Easter Monday; the birthday or the day fixed by proclamation for the celebration of the birthday of the reigning Sovereign; Victoria Day; Dominion Day or Dollard-des-Ormeaux Day; Saint-Jean Baptiste Day (June 24^th); Canada Day or Confederation Day (July 1^st) or July 2^nd if July 1^st falls on a Sunday; the first Monday in September designated Labour Day; the second Monday in October designated Thanksgiving Day; Remembrance Day (November 11^th); Christmas Day (December 25^th); any day appointed by proclamation of the Governor-General of Canada to be observed as a day of general prayer or mourning or day of public rejoicing or thanksgiving; in the Province of Quebec, any of the following additional days, namely any day appointed by proclamation of the Lieutenant-Governor to be observed as a public holiday or as a day of general prayer or mourning or day of public rejoicing or thanksgiving within the province, and any day which shall be a non-juridical day or holiday by virtue of an act of the legislature of the province as well as any day which shall be appointed to be observed as a civic holiday by resolution of the council or of any other authority charged with the administration of the civic or municipal affairs of a city, town, municipality or other organized district.  Moreover, the 26^th day of December shall be considered a non-juridical day or holiday, as shall be the 2^nd day of January;

“officer” shall mean an individual appointed as an officer under section 121 of the Act, the chairperson of the board of directors, the President, a Vice-President, the Secretary, the Treasurer, the comptroller, 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 mean an individual, partnership, association, body corporate, or personal representative;

“record date” shall mean the last possible registration date which the directors may fix in advance in determining the shareholders entitled to receive dividends, to participate in the distribution subsequent to liquidation, or the shareholders who or which are qualified for any other purpose, except as regards the right to receive notice of, or to vote at, a meeting of the shareholders; and the record date in order to determine the shareholders qualified for any other purpose, except as regards the right to vote or the right to receive notice of a meeting of the shareholders, shall be the date of passage by the directors of the resolution to this end, at the time of close of business;

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“Register” shall mean the register of sole proprietorships, partnerships and legal persons created pursuant to An Act respecting the legal publicity of sole proprietorships, which is also known as the Centre Informatisé Du Registre des Entreprises du Québec (CIDREQ) and which is administered by the Inspector General;

“registration procedure” shall mean any registration procedure required by law in virtue of which a 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;

“Regulations” shall mean the Regulations made under the Act and as amended from time to time, and any Regulation which may be substituted therefor.  In the event of such substitution, any reference in the by-laws of the Corporation to a provision of the Regulations shall be read as a reference to the provision substituted therefor in the new Regulations;

“personal representative” shall mean a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney;

“reserved powers”, in respect of the directors, shall mean the duties which, according to the Act, must be discharged by the directors, including, in particular, the power to:

(a)submit to the shareholders any matter requiring the approval of the latter;

(b)fill vacancies arising among the directors or appoint additional directors or fill the position of auditor;

(c)issue securities or shares in series;

(d)declare dividends;

(e)acquire, in particular by way of purchase or redemption, the securities issued by the Corporation;

(f)pay the commission provided for in section 41 of the Act;

(g)approve the management proxy circulars referred to in Part XIII of the Act;

(h)approve the take-over bid circulars or the directors’ circulars referred to in Part XVII of the Act;

(i)approve the annual financial statements of the Corporation referred to in section 155 of the Act; and

(j)pass, amend or repeal by-laws;

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“special meeting” shall include, in particular, a special meeting of the holders of securities of any class and a special meeting of all shareholders entitled to vote at an annual meeting of the shareholders; and

“unanimous shareholder agreement” shall mean an agreement described in subsection 146(2) of the Act, or a declaration of a shareholder described in subsection 146(2).

4.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

5.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 vice-versa.

6.Discretion.  Unless otherwise provided, where the by-laws confer a discretionary power upon the directors, they shall exercise such power as they understand it, and shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the corporation.  The directors may also decide not to exercise such power.  No provision contained in these by-laws shall be interpreted so as to increase the responsibilities of the directors beyond those which are provided in the act.

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.Time limits.  If the date set for doing anything, in particular the sending of a notice, falls on a non-juridical day, such thing may be validly done on the next juridical or business day.  In computing any time limit set by these by-laws, the day which marks the starting point is not counted, but the day of the deadline is.  Non-juridical days or holidays are counted but, when the last day is a non-juridical day or holiday, the time limit is extended to the next juridical or business day.

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§2.CORPORATION

D.REGISTERED OFFICE AND ESTABLISHMENT

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 in the declaration deposited in the Register 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 sole director or 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 sole director or by the directors shall send the Director, within fifteen (15) days, a Notice of Change of Registered Office pursuant to subsection19(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 sole director or 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.Establishment.  The Corporation may have one (1) or more establishments elsewhere in Canada or in any other country.

13.Notices to the Corporation.  Notices or documents to be sent to, or served upon, the Corporation may be so sent or served, by registered or by certified mail, to or at the address of the registered office indicated at the relevant time in the declaration deposited in the Register or in the Notice of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act.  In such a case, the Corporation shall be deemed to have received, or to have been served, such notices or documents on the date of normal mail delivery unless reasonable grounds to the contrary exist.

E.SEAL AND OTHER MEANS OF IDENTIFICATION OF THE CORPORATION

14.Form and contents of seal.  Unless a different form or other contents are approved by the directors, the seal of the corporation shall consist of two (2) concentric circles between which shall appear the corporate name of the Corporation and only the year of its incorporation may be written in the centre of this seal.

15.Logo.  The Corporation may approve one (1) or more logos in accordance with the specifications prescribed by the directors.

16.Facsimile of the seal.  If the Corporation carries on business outside the province in which its registered office is located, it may approve one (1) or more facsimiles of its seal.  Unless other contents are prescribed by the directors, on any such facsimile shall appear the corporate name of the Corporation and/or its version in the language of the province, of the territory, of the state or of the country or political subdivision thereof

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where the facsimile is used, the year of its incorporation only and the name of the province, of the territory, of the state or of the country or political subdivision thereof.

17.Safekeeping of the seal.  The seal shall be kept at the registered office of the Corporation or at any other location determined by one (1) of the persons authorized to use it.

18.Safekeeping of the facsimile.  The facsimile of the seal shall be kept at the principal establishment of the Corporation situated in the province, in the territory, in the state or in the country or political subdivision thereof where the facsimile is used or at any other location determined by one (1) of the persons authorized to use it.

19.Use of the seal.  The use of the seal on a document issued by the Corporation shall be authorized by one (1) of the following persons:

(a)the Managing Director;

(b)the President of the Corporation;

(c)any Vice-President;

(d)the Secretary;

(e)the Treasurer; and

(f)any other representative designated by the directors.

20.Use of the facsimile.  The directors shall determine the representatives authorized to use the facsimile of the seal of the Corporation and only one (1) such authorized representative, at a given time, may affix the facsimile to a document issued by the Corporation.

21.Validity.  The Corporation or its guarantors may not assert against a third party who has dealt in good faith with the Corporation or with its assigns that a document bearing the seal of the Corporation or its facsimile and issued by one (1) of its directors, of its officers or of its mandataries or agents having actual or usual authority to issue such document is neither valid nor genuine.

22.Name.  The Corporation has a corporate name which shall be assigned to it at the time of its incorporation and it shall exercise its rights and perform its obligations under that name.  The directors may approve or, as the case may be, abandon, the use of one (1) or more assumed, business, trade or firm names or trade-marks so as to enable the Corporation to carry on business or to identify itself, or, as the case may be, to cease to carry on business or to identify itself, by a name other than its corporate name or to identify, or to cease to identify, its wares or its services under one (1) or more trade-marks.  However, the corporate name of the Corporation shall be set out in legible characters on all its negotiable instruments, contracts, invoices and orders for goods or services.

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F.BOOKS AND REGISTERS

23.Corporate Records Book.  The Corporation shall opt for one (1) or more books in which the following documents, as the case may be, are to be kept:

(a)the original or a copy of the articles of the Corporation as well as any related certificate;

(b)the by-laws of the Corporation and any amendments thereto;

(c)a copy of the unanimous shareholder agreement;

(d)a copy of the Notices of Directors or of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act;

(e)a copy of the Notices of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act;

(f)a copy of any declaration deposited in the Register;

(g)the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the minutes of their meetings;

(h)the resolutions of the shareholders as well as the minutes of the meetings of the shareholders;

(i)a register of the directors indicating the name, address and citizenship of each director as well as the date of his commencement and, as the case may be, of the end of his term of office;

(j)a register containing the notices of disclosure of interest given pursuant to subsection 120(6) of the Act;

(k)a register of the shareholders indicating the name and address of each shareholder as well as the date of his registration as shareholder and, as the case may be, the date on which this registration was cancelled;

(l)a register of the securities issued by the Corporation indicating, for each class or series of securities, the name, in alphabetical order, and the last-known address, of each of the holders of these securities or their predecessors, the number of securities of each holder and the date and the conditions of any transaction with respect to each security as well as the reference numbers for the purposes of the transfer registers and of the security certificates; and

(m)a transfer register indicating the designation of the securities transferred, the number and the date of the transfer, the names of the transferor and of the transferee, the number of securities transferred as well as the numbers of the certificates issued and cancelled.

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24.Minutes and resolutions.  The minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the resolutions of the shareholders and the minutes of the meetings of the shareholders may be kept in the same Corporate Records Book under the same tab divider.

25.Safekeeping.  The Corporate Records Book shall be kept at the registered office of the Corporation or at any other place determined by the directors.

26.Accounting records.  The Corporation shall keep an adequate accounting.  If the accounting of the Corporation is kept abroad, there shall be kept, at the registered office or at any other office in Canada, books enabling the directors to ascertain on a quarterly basis, with reasonable accuracy, the financial position of the Corporation.  Subject to subsection 20(2.1) of the Act, the Corporation shall conserve its accounting records for a period of six (6) years following the end of each financial period.

27.Examination of books, registers and documents.  Subject to the Act, the shareholders and their creditors, their mandataries or agents as well as the Director 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; the unanimous shareholder agreement; the minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors; the minutes of the meetings of the shareholders and the resolutions of the shareholders; the Notices of Directors or of Change of Directors as well as the Notices of Registered Office or of Change of Registered Office filed with the Director; the copy of any declaration deposited in the Register; the register of the directors of the Corporation; the register of the shareholders of the Corporation; the security register indicating the name and address of the shareholder, the number of securities held and the date and the details of any transaction with respect to the securities; the transfer register.  This right of examination may be granted to any person, upon payment of a reasonable fee, where the issued securities of the Corporation are or have been part of a public issue and are held by several persons.  Subject to the Act, no shareholder, unless he is also a director, and no creditor of the Corporation may examine the books, registers and documents of the Corporation except for those specifically referred to in this paragraph.  In addition, the directors and the auditor of the Corporation shall have access to the books, registers and documents of the Corporation at all times.

28.Non-certified copies of documents.  The shareholders as well as their personal representatives 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, as the case may be.

29.Disclosure of Information to shareholders.  Unless otherwise provided in the Act, 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

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directors, it would be contrary to the interests of the Corporation to render any information public.  Subject to paragraph 27 above, the directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the shareholders.

G.APPLICABLE LEGISLATION

30.Publicity.  The Corporation shall have the duty to ensure its publicity pursuant to An Act respecting the legal publicity of sole proprietorships and to file for registration on the Register.  The President or the Secretary of the Corporation shall be responsible for the periodic or annual updating of the information appearing on the Register.

31.Signing of declarations to be deposited in the Register.  The declarations which are to be filed with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships may be signed by the President of the Corporation, by any director of the Corporation or by any person designated by the directors.

32.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.

33.Priority.  In the event of any discrepancy between the information filed pursuant to the Act and pursuant to An Act respecting the legal publicity of sole proprietorships, the information registered pursuant to the Act shall have priority unless the information appearing on the Register and filed pursuant to An Act respecting the legal publicity of sole proprietorships is subsequent in time.

§3.REPRESENTATION OF THE CORPORATION

34.Representative bodies.  The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders and its other representatives.  These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the articles, of a unanimous shareholder agreement or of the present by-laws.  The Board of Directors may be designated by any other name in any document issued by the Corporation.

A.DIRECTORS

35.Mandatary or agent.  The director shall be considered to be a mandatary or agent of the Corporation.  He shall have the powers and the duties set out in the Act, in its Regulations, in the articles, in a unanimous shareholder agreement and in the present by-laws as well as those which are inherent in the nature of his office.  In the course of discharging his duties, he shall respect the duties with which he is charged under the Act,

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its Regulations, the articles, a unanimous shareholder agreement and the present by-laws and he shall act within the limits of the powers granted to him.

36.Number.  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 directors elected by the shareholders.  Unless section 105 of the Act applies, twenty-five per cent (25%) of the members of the Board of Directors shall be resident Canadians.  Corporation may amend its articles in order to increase or to decrease the precise number or the minimum or maximum number of directors, provided that the number of votes in favour of the motion to decrease the precise number of directors exceeds the number of votes cast against this motion, multiplied by the precise number of directors provided for in the articles.  However, a decrease in such numbers may not shorten the term of office of the directors then in office.

37.Qualifications.  Subject to the articles or to a unanimous agreement, a person need not be a shareholder in order to become a director of the Corporation.  Moreover, any natural person may be a director except for a person who is under eighteen (18) years of age, a person who is of unsound mind and has been so found by a Court of law in Canada or elsewhere, a person who has the status of bankrupt or a person who has been barred by a Court of law from holding such an office.

38.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 a declaration with the Inspector General in accordance with An Act respecting the legal publicity of sole proprietorships and send to the Director a Notice of Change of Directors in accordance with subsection 113(1) of the Act.

39.Acceptance of office.  An individual who is elected or appointed to hold office as a director is not a director and is deemed not to 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 to hold office as a director in writing before the election or appointment or within ten days after it, or he has acted as a director pursuant to the election or appointment.

40.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 whose names appear at the relevant time in the declaration deposited in the Register and 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.

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41.De facto directors.  The actions, the acts or the deeds of the directors shall not be voidable by reason only that the latter were incapable, that their appointment was irregularly made or that a declaration deposited in the Register or that a Notice of Directors or of Change of Directors filed with the Director pursuant to subsections 106(1) or 113(1) of the Act are incomplete, irregular or erroneous.  The action, the act or the deed of a person who no longer holds the office of director shall be valid unless, before that action, that act or that deed, a written notice shall have been sent or tendered to the Board of Directors or unless a written notice stating that such person is no longer a director of the Corporation shall have been entered in the Corporate Records Book.  This presumption shall only be valid with respect to persons acting in good faith.

42.Notices to directors.  The notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the directors may be sent by registered or by certified mail or delivered in person to the directors, to or at the address indicated at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors prescribed by sections 106 or 113 of the Act and filed with the Director.  The directors to whom are sent notices or documents by registered or by certified mail shall be deemed to have received them at the date of normal mail delivery for such registered or certified mail.  In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery, or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the director.

43.Remuneration and expenses.  The directors may fix their own remuneration without having to pass 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.

44.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 contract with the Corporation shall disclose the nature and the extent of his interest at the time and in the manner provided for by the Act.  Any such contract or proposed contract shall be submitted to the directors or to the shareholders for approval even if the contract is one which, in the ordinary course of the business of the Corporation, would not require the approval of the directors or of the shareholders, and a director who has an interest in a contract submitted to the directors shall not be entitled to vote on any resolution with respect to its approval except as otherwise provided by the Act.  By accepting his office, a director shall be deemed to have given a general notice to the Corporation and to the other directors, disclosing his interest in any contract with regard to his remuneration, to

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his compensation and to any insurance relating thereto.  This provision shall be a sufficient disclosure in accordance with subsection 120(6) of the Act.

45.Resignation.  A director may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail.  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 to the date of its sending.  Such resignation, however, shall not relieve the director of the obligation of paying any debt owing to the Corporation before his resignation became effective.  A director 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.  However, a director shall be entitled to the remuneration which he has earned until the date of his resignation.

46.Removal from office.  Unless otherwise provided in the articles or in a unanimous agreement, any director may be removed from office prematurely by way of an ordinary resolution passed, at a special meeting called for this purpose, by a majority of the shareholders entitled to elect him. Notwithstanding the fact that the director has been removed from office prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any injury caused to a director by his removal from office.  Where the holders of a class or of a series of securities have the exclusive right to elect a director, the latter may only be removed from office by an ordinary resolution passed at a meeting of the holders of that class or of that series.  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 caused by the removal from office of the director.

47.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, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The term of office of a director shall also end in the event of the bankruptcy of the Corporation.

48.Vacancies.  Subject to the Act, to paragraph 46 hereof and unless the articles provide otherwise, 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 latter 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 of the Corporation may call such a meeting.  If all the directors have

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resigned or have been removed from office without replacement, a person who manages or supervises the management of the business and affairs of the Corporation is deemed to be a director.  Vacancies on the Board of Directors shall then be filled by way of an ordinary resolution of the shareholders or, as the case may be, of the holders of a class or of a series of securities having an exclusive right to elect the director whose office is vacant.  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.

B.POWERS OF THE DIRECTORS

49.General rule.  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 exercise all the powers and duties of the Corporation and perform all the actions, the acts or the deeds within the limits of the powers of the latter, except those which the Act or a unanimous agreement expressly reserve for the shareholders.  In particular, the directors shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property or personal or real property, presently held or after-acquired, of the Corporation.  The directors may pass resolutions with respect to reserved powers and a copy of these resolutions shall be kept in the Corporate Records Book.  Finally, they may perform any other action, act or deed which is useful or necessary in the interests of the Corporation.

50.Duties.  Every director of the Corporation, in exercising his powers and carrying out his duties, shall exercise the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or a report of a person whose profession lends credibility to a statement made by the professional person.

51.Gifts inter vivos.  The directors may make gifts inter vivos of the assets of the Corporation, even for a substantial value, without having to obtain the consent of the shareholders, provided that such gifts shall be made in the best interests of the Corporation.

52.By-laws.  Unless otherwise provided in the articles, in the by-laws of the Corporation or in a unanimous shareholder agreement, the directors, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Corporation.  By-laws passed, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following meeting.  By-laws passed, amended or repealed by the directors shall take effect on the date of their passage, 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.

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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 passage.  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.

53.Banking or finance.  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.

54.Financial year.  The date of the end of the financial year of the Corporation shall be determined by the directors. 

55.Approval by shareholders.  The directors, in their discretion, may submit any contract, decision made or transaction for approval, confirmation or ratification at a meeting of the shareholders called for this purpose.  Except in the event of discolosure by a director of the nature or of the extent of his interest in a material contract or in a proposed material contract with the Corporation, any such contract, decision made or transaction shall be approved, confirmed or ratified by way of a resolution passed by way of a majority of the votes cast at any such meeting and, unless any different or additional requirement is imposed by the Act, by the articles or by any other by-law of the Corporation, such contract, such decision made or such transaction shall be as valid and as binding upon the Corporation and upon the shareholders as if it had been approved, confirmed or ratified by all the shareholders of the Corporation.

C.MEETINGS OF THE BOARD OF DIRECTORS

56.Calling of meetings.  The Chairman 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 otherwise authorized to do so.  Such meetings shall be called by way of a notice sent by mail, by telegram, by telex or by any other electronic means or delivered in person to the directors, to or at the address appearing at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors referred to in sections 106 and 113 of the Act and filed with the Director.  The notice of the meeting shall specify the place, the date and the time of such meeting and, subject to paragraph 60 below, be received at least two (2) clear juridical or business days prior to the date set for the meeting.  It need specify neither the purpose nor the agenda of the meeting but it shall detail any question respecting the reserved powers.  The director shall be deemed to have received such notice within the normal time for delivery according to the means of communication used unless there are reasonable grounds for believing that the notice was not received on time or that it was not received at all.  If the address of a director does not appear in the Corporate Records Book, such notice may be sent to the address where, in the judgment of the sender, it is most likely to be received promptly by the director.

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57.First directors’ resolutions.  After the issue of the certificate of incorporation, the first directors, by way of resolutions in writing, may pass by-laws, approve forms of security 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.

58.Regular meetings.  The directors may determine the place, the date and the time where or when regular meetings of the Board of Directors shall be held.  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 after its passage 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.

59.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 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.

60.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.

61.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 time limit 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.

62.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.

63.Quorum.  Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, 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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64.Canadian residency.  Unless at least twenty-five per cent (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 per cent (25%) of resident Canadians, if a resident Canadian who is unable to be present approves in writing, or by telephonic, 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.

65.President and Secretary.  The Chairman 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 chairman from their number, and, as the case may be, any person to act as secretary of the meeting.

66.Procedure.  The chairman 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 Act, to the by-laws of the Corporation or to the rules of procedure usually followed during deliberating assemblies.  Failure by the chairman of the meeting to submit a proposal shall entitle any director to do so before the rising or the adjournment of said meeting; if such proposal falls within the powers of the directors and if no reference thereto is required in the notice of the meeting, the directors may consider the proposal without it having been seconded.  To this end, the agenda for any meeting of the Board of Directors shall be deemed to allow time for the directors to submit their proposals.

67.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 in attendance and voting.  Voting shall be by a show of hands unless the chairman 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 chairman of the meeting shall not have a second or casting vote in the event of a tie vote.

68.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 passed 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 by registered or by certified mail or is delivered to the registered office of 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, within

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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 by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.

69.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 or of a committee of the Board of Directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.  A director participating in such a 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 per cent (25%) of resident Canadians if twenty-five per cent (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 passage of a by-law, one (1) 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 shall keep minutes of such meetings and shall record any dissent.  The statement by the chairman 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.

70.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 passed at such meetings.  A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Board of Directors.

71.Adjournment.  The chairman of a meeting of the Board of Directors, with the consent of the majority of the directors in attendance, may adjourn this meeting to another place, date and time without having to provide notice of the meeting again to the directors.  The reconvening of any meeting so adjourned may take place without notice if the place, the date and the time of the adjourned meeting are announced at the original meeting.  Upon reconvening of the meeting, the directors may validly decide on any matter which was not settled at the original meeting, provided a quorum is present.  The directors who constituted the quorum at the original meeting need not be those constituting the quorum at the reconvened meeting.  If a quorum does not exist at the reconvened meeting, the meeting shall be deemed to have ended at the previous meeting when the adjournment was pronounced.

72.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.

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D.OFFICERS AND REPRESENTATIVES

73.Mandataries or agents.  The officers and the representatives shall be considered to be mandataries or agents of the Corporation.  They shall have the powers and the duties set out in the Act, in its Regulations, in the articles and in the present by-laws as well as those which are inherent in the nature of their office.  In the course of discharging their duties, they shall respect the duties with which they are charged under the Act, its Regulations, the articles and the present by-laws and they shall act within the limits of the powers granted to them.

74.Appointment.  Subject to the provisions of the articles, of the by-laws or of any unanimous agreement, the directors may appoint any qualified person, who, unless otherwise provided in the present by-laws, need not necessarily be a shareholder or a director of the Corporation, to the office of President of the Corporation, of Chairman of the Board of Directors, of Vice-President, of Treasurer or of Secretary, and they may provide for assistants to such officers.  Moreover, the directors, or the President of the Corporation or the Chairman of the Board of Directors with the consent of the directors, may create any other office and appoint thereto qualified persons, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which they may determine.  The officers or the representatives may delegate the powers which they have received from the directors as well as those which are inherent in their office.  However, they shall select their substitutes carefully and provide them with appropriate instructions.

75.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.

76.Term of office.  The term of office of the officers and of the representatives 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 directors unless their term of office ends prematurely in accordance with paragraphs 94 to 96 of the present by-laws.

77.Remuneration.  The remuneration of the officers or of the representatives of the Corporation shall be fixed by the directors without their having to pass 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 or to the representative in another capacity by the Corporation.  The fact that any officer, representative or employee shall also be a director or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.

78.Powers.  Subject to the articles, to the by-laws or to a unanimous shareholder agreement, the directors shall determine the powers of the officers and of the representatives of the

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Corporation.  The directors may delegate to them all their powers, except the reserved powers or those which require the approval of the shareholders.  The officers and the representatives 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.

79.Duties.  The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation.  They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Corporation.  They shall be held liable to the Corporation for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or  more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which had been agreed upon.  In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.

80.Chairman of the Board of Directors.  The directors may appoint a Chairman of the Board of Directors who shall be a director.  If a Chairman 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.

81.President of the Corporation.  The President of the Corporation shall be its chief executive officer subject to the control of the directors.  He shall supervise, administer and manage generally the business and the affairs of the Corporation, except for the reserved powers and for the business which must be transacted by the shareholders at annual or special meetings.  He shall appoint and dismiss the mandataries or agents as well as hire, lay off, fire or dismiss the employees of the Corporation.  He shall also exercise all the powers and discharge all the duties delegated to him by the directors.  When requested to do so by the directors, or by one (1) or more of them, he shall provide all relevant information relating to the business and to the affairs of the Corporation.  If no Chairman of the Board of Directors has been elected, or, if he is absent or unable to act, the President of the Corporation, if he is a director and if he is in attendance, shall chair all meetings of the Board of Directors and all meetings of the shareholders.

82.Vice-President  In the absence of the President of the Corporation or in the event of the latter’s inability, refusal or failure to act, the Vice-President shall possess all the powers and assume all the duties of the President of the Corporation save that no Vice-President shall chair a meeting of the Board of Directors or a meeting of the shareholders who is not otherwise qualified to attend such meeting as a director or as a shareholder, as the case may be.  If there is more than one (1) Vice-President; the President of the Corporation shall designate any Vice-President to act on his behalf, and, if the President of the Corporation fails to do so, the directors may designate such Vice-President and,

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finally, failing such designation by the directors, the Vice-Presidents may act on the basis of seniority.

83.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 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.  He shall be responsible for receiving, and for issuing receipts for, the amounts payable to the Corporation, and for paying, and for receiving receipts for, amounts which the Corporation owes, whatever the source of the funds may be.  He shall discharge all duties which are inherent in his office as well as those powers and duties determined by the directors.  The latter may appoint an Assistant-Treasurer in order to assist the Treasurer of the Corporation in the discharge of his duties.

84.Secretary.  The Secretary shall act as secretary at all meetings of the Board of Directors, of the Executive Committee, unless the latter decides otherwise, and of the other committees of the Board of Directors as well as at 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 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, of the Executive Committee and of the other committees of the Board of Directors and of the meetings of the shareholders as well as the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the shareholders.  Moreover, he shall be responsible for the safekeeping of the seal of the Corporation and shall ensure the maintenance and the updating of all books, registers, reports, certificates and other documents of the Corporation.  He shall also be responsible for the filing of the records of the latter.  He shall countersign the minutes and the security certificates.  Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Corporation or by the directors.  The Assistant-Secretary shall exercise the powers and discharge the duties which are delegated to him by the directors or by the Secretary.

85.General Manager.  The directors may appoint a resident Canadian among them to act as General Manager.  They may delegate to him all their powers except for the reserved powers.  The remuneration of the General Manager shall be fixed by the directors.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration to be paid to him in another capacity by the Corporation.  The General Manager shall be entitled to be compensated by the  Corporation for fees and expenses incurred in the discharge of his duties except for those incurred as a result of his own fault.

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86.Posting of security bond.  The directors, the President of the Corporation or any person designated by any one (l) of them, may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the directors may determine, in order to guarantee the proper performance of their powers and discharge of their duties.

87.Conflict of interest.  Any officer or representative 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.  The rules governing conflicts of interest of the directors shall apply, with all necessary changes, to the officers and to the representatives.

88.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 Chairman of the Board of Directors, of director, of Secretary, of Treasurer or of General Manager 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.

89.Mechanically-reproduced signature.  Subject to the Act, the directors may permit the contracts, documents or instruments in writing which are issued by the Corporation to bear mechanically-reproduced signatures.  The signature appearing on a resolution in lieu of a meeting of the Board of Directors or of the shareholders may also be mechanically reproduced, including the use of a stamp as a signature.

90.Proxyholder of the Corporation.  The directors may authorize any person to sign and to convey proxies and to ensure that the proper ballots or other evidence of the right to vote attached to all the securities held by the Corporation shall be issued.  Furthermore, the directors, from time to time, may determine the manner in which, and designate one (1) or more persons by whom, the rights to vote may or shall be exercised.

91.Legal or other proceedings.  The President of the Corporation or any other person authorized by the directors or by the President of the Corporation 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 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

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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.

92.Prima facie evidence of by-law.  A copy of a by-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President of the Corporation or by the Secretary thereof shall be admissible as against any shareholder of the Corporation as being, in itself, prima facie evidence of the by-law.

93.De facto officers or representatives.  The actions, the acts or the deeds carried out by the officers or by the representatives shall not be voidable by reason only of the fact that the latter were incapable or that their appointment was irregularly made.

94.Resignation.  Any officer or representative may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail.  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 or of a representative 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 or the representative of the obligation of paying any debt owing by him to the Corporation before such resignation became effective.  The officer or the representative 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.

95.Removal from office.  The directors may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person.  Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation.  However, the Corporation shall be liable for any prejudice caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.

96.End of term of office.  The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

E.EXECUTIVE COMMITTEE AND OTHER COMMITTEES

97.Appointment.  The directors may create an Executive Committee and appoint its members.  The appointment of the members of the Executive Committee shall normally

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take place at the meeting of the Board of Directors immediately following the annual meeting of the shareholders.

98.Qualifications.  The members of the Executive Committee of the Board of Directors shall be chosen from among the directors.

99.Powers.  Subject to the restrictions on the exercise of powers provided for in subsection 115(3) of the Act, the Executive Committee shall exercise, under the control of the directors, all the powers of the directors with regard to the management and control of the business and of the affairs of the Corporation, except for the reserved powers and for those powers which require the approval of the shareholders.  The Executive Committee shall report on its activities to the directors who may reverse or modify the decisions of the Executive Committee, subject to the rights of third parties.  The Executive Committee shall consult with, and assist, the officers and the representatives in all the business and the affairs concerning the Corporation and its management.

100.Meetings.  The directors or any person appointed by them may call meetings of the Executive Committee at any time.  These meetings shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a chairman selected from among their number by the members of the Executive Committee in attendance at the meeting.  The Secretary of the Corporation shall also act as the secretary of the Executive Committee, unless the Executive Committee decides otherwise.  Written resolutions signed by all the members of the Executive Committee shall be as valid as if they had been passed at a meeting of the Executive Committee.  A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Executive Committee.  The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of the Executive Committee.  The quorum at meetings of the Executive Committee shall be a majority of the members of the Executive Committee.

101.Remuneration.  Members of the Executive Committee shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity by the Corporation.

102.Compensation.  Members of the Executive Committee shall be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of their duties.  Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.

103.Other committees.  The directors may also create other advisory committees which they deem necessary and appoint any person to serve thereon, whether or not such person be a director of the Corporation.  The powers of these other committees shall be limited to those powers delegated to them by the directors and such other committees shall only have access to such information as the directors may determine.  Members of these other committees shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end.  They shall also be entitled to be compensated by the Corporation for fees and expenses incurred in the

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discharge of their duties.  Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.  The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of these other committees.  The quorum at meetings of each of these committees shall be a majority of the members of that committee.

104.Dissent.  A member of the Executive Committee or of another committee of the Board of Directors in attendance at a meeting of the Executive Committee or of such other committee 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 passed 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 in 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 by registered or by certified mail or is delivered to the registered office of the Corporation immediately after the meeting is adjourned or after it rises.  A member of the Executive Committee or of another committee of the Board of Directors absent from a meeting of the Executive Committee or of such other committee shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within 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 by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.

105.Removal from office and replacement.  The directors may remove from office any member of the Executive Committee or of any other committee of the Board of Directors.  Despite the fact that the removal from office of a member of the Executive Committee shall have been carried out prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any prejudice caused to the member of the Executive Committee.  The directors may fill any vacancy which occurs on any committee at a meeting called for this purpose or by way of resolution.

106.End of term of office.  The term of office of a member of the Executive Committee or of any other committee of the Board of Directors shall end by reason of his death, of his resignation, of his removal from office by the directors, upon expiry of his term of office, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from serving as a director or as a member of the Executive Committee or of another committee of the Board of Directors, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

F.DIVISIONS

107.Creation.  The directors may separate the activities of the Corporation into divisions according to such criteria (such as type of activity, geographical territory, etc.) and for such purposes as they may determine.  They may also subdivide the activities of such

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divisions into subdivisions or consolidate these divisions or subdivisions according to such criteria as they may determine.

108.Management.  The directors, or the President of the Corporation with the consent of the directors, may appoint one (1) or mole persons to manage a division or a subdivision and may determine their powers, duties, terms of employment and remuneration.  The persons managing such divisions or subdivisions of the Corporation, by reason only of that fact, shall not be officers of the Corporation.

G.PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES

109.Exclusion of liability vis-à-vis the Corporation and third parties.  Subject to any contrary provision in the Act and without restricting section 124 of the Act, and subject to the by-laws of the Corporation, no director or officer acting or having acted for or in the name of the Corporation shall be held liable, in this capacity or in his capacity as mandatary or agent 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 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, officer, employee, servant or 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,

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or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received, unless they acted prior to the incorporation of the Corporation and unless their actions, their acts or their deeds have not been ratified by the Corporation within the time limit prescribed by the Act after its incorporation.

110.Right to compensation.  The corporation may indemnify its directors or officers, a former director or officer or another individual who acts or acted at its request as a director or officer, or an 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 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.  The Corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above.  The individual shall repay the moneys if he did not act honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, in the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and 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 his conduct was lawful.  The corporation may with the approval of a Court, indemnify an individual referred to above, or advance moneys, in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of his association with the Corporation.  Notwithstanding the above the individual is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which he is subject because of his association with the Corporation or other entity as described above, if the individual seeking indemnity 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; and fulfils the conditions set out above.

111.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 the defence of its mandatary or agent.

112.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 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 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.

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113.Liability insurance.  The Corporation may purchase and maintain insurance for the benefit of an individual referred to in paragraph 110 herein, against any liability incurred by the 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.

114.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 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 agents, 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.

115.Place of action.  The powers and the duties of the Corporation with respect to the compensation of any director, officer or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.

§4.SHAREHOLDERS

H.SECURITIES

116.Allotment and issue of securities.  Unless otherwise provided in the Act, in the articles, in the by-laws or in a unanimous shareholder agreement, the directors, by way of resolution, may accept subscriptions for securities, allot or issue securities of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no security of the Corporation may be issued before having been fully paid-up either in specie or in property or in services rendered the fair value of which cannot be less than the amount of money which the Corporation could have received if the securities had been fully paid-up in specie or they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the unanimous shareholder agreement.

117.Commission.  The directors may authorize the Corporation to pay a reasonable commission to a person in consideration of his purchasing or agreeing to purchase securities of the Corporation, directly from the Corporation or from any other person, or of his procuring or agreeing to procure purchasers for any such securities.

118.Joint shareholders.  Where two (2) or more persons are registered as joint shareholders in the securities’ register of the Corporation, any one (1) of them may give receipts and grant discharges in respect of any dividends, payments of capital, of interest and/or payment of the redemption price or other payments with regard to the securities held

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jointly.  In such cases, the joint shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

119.New shareholder.  Any person who, by operation of the Act, by transfer or by any other means, becomes a shareholder 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 shareholder registering the securities.

I.SECURITY CERTIFICATES

120.Right to a certificate.  Each shareholder, in his discretion, shall be entitled either to a security certificate representing the securities which he holds in the Corporation or to an irrevocable acknowledgement in writing of his right to obtain a security certificate of the Corporation, detailing the number, the class and the series of securities which he holds as indicated in the securities’ register.  Such certificate shall be in a form approved by the directors.

121.Signing of certificates.  Certificates representing the securities of the Corporation shall be signed manually by, or on behalf of, at least one (1) of the directors or officers of the Corporation or by, or on behalf of, one (1) of its registration or transfer agents or by a trustee who shall certify them to be in accordance with a trust indenture.  A handwritten signature shall not be required, however, on a security certificate representing a demand note which has not been issued pursuant to a trust indenture, a fractional security, an option or the right to acquire securities, or scrips.

122.Additional signatures.  The directors may determine any additional signatures which may be required on the certificates representing the securities of the Corporation.  Such signatures may be printed or mechanically reproduced, even if the signatories have ceased to hold office.

123.Joint holders.  The Corporation shall not be required to issue more than one (1) certificate in respect of securities held jointly by several persons.  In the event of a jointly-held security, delivery of the certificate to one (1) of the joint holders shall constitute sufficient delivery to all.

124.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 securities 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.

125.Fractional securities.  If fractional securities are issued, for each fractional security, the Corporation may issue either a certificate or bearer scrips entitling one to a full security in exchange for all the corresponding scrips.  Such scrips or certificates shall not be required to bear a handwritten signature.

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126.Evidence.  In a legal action with regard to securities, unless specifically denied in the pleadings, the signatures on the security certificates or the required endorsements shall be admissible without the necessity of adducing further evidence.

127.Replacement of certificates.  Where a shareholder declares in writing that a security certificate which he holds has been lost, destroyed or stolen, and describes the circumstances surrounding the event, the Corporation shall issue a new certificate in favour of the shareholder, provided that:

(a)the shareholder’s request has been made to the Corporation before the latter has been notified of the acquisition of this certificate by a purchaser acting in good faith;

(b)the shareholder has provided the Corporation with a sufficient bond; and

(c)the shareholder has satisfied any other reasonable requirements which the directors, the President or the Secretary of the Corporation may determine.

J.TRANSFER OF SECURITIES

128.Securities’ and transfer registers.  The directors shall determine the place within the Province of Quebec where the Corporation shall keep a central register of the securities which it has issued, and failing such a decision, this register shall be kept at the registered office of the Corporation.  The directors may also determine one (1) or more places, within or outside the Province of Quebec, where branch transfer registers shall or may be kept.  The central and branch transfer registers shall be kept by the Secretary of the Corporation or by the mandataries or agents designated by the directors.

129.Transfer agents.  The directors may appoint as mandataries or agents one (1) or more transfer agents for the purpose of holding a central securities’ register or, as the case may be, branch transfer registers.  The directors may also pass by-laws concerning such transfers of securities.  The transfer agent shall keep the registers required for the recording of any transaction of securities.  All security certificates which a transfer agent shall issue after his appointment shall bear his signature and such certificates shall only be valid if he countersigns them.  The directors shall have the power to remove the transfer agents whom they have appointed.  However, the Corporation shall be held liable for any prejudice caused to the transfer agents by their removal without a serious reason and at an inopportune moment.

130.Transfers of securities.  Subject to the Act and to the provisions of paragraph 135 below, a transfer of securities shall be subject to the restrictions contained in the articles and in the by-laws of the Corporation and, as the case may be, in any unanimous shareholder agreement.  All transfers of securities of the share capital of the Corporation and all details relating thereto shall be recorded in the central securities’ register or in the branch transfer registers of the Corporation.  However, no transfer of securities shall be validly entered in one (1) of these registers of the Corporation or authorized to be entered therein unless the certificate representing the securities to be transferred shall have been returned to the Secretary of the Corporation for cancellation.  The Secretary shall inscribe

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the word “cancelled” as well as the date of cancellation on any certificate returned to him.  If no certificate representing the transferred securities 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.

131.Lien on a security.  If the articles of the Corporation provide that the securities issued by the latter are subject to a lien registered in the name of the shareholder for a debt owed by the shareholder to the Corporation, the directors may refuse to register the transfer of this security until such debt has been reimbursed.

132.Enforcement of a lien.  Any proceeds from the sale of securities carried out by the directors in order to enforce a lien held by the Corporation shall be allocated as follows: first, to the payment of costs brought about by this sale, then, to any amount owing by the shareholder to the Corporation and, finally, the balance, if any, shall be returned to the shareholder.  Such a sale cannot take place before the debt shall be due and owing nor before the directors shall have notified the shareholder or his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the fact that the debt has become due, of the among owing and of their intention to proceed with the sale of the securities nor before the shareholder in default has neglected to remedy such default within seven (7) days of the receipt of such notice.

133.Registration of transfers.  Subject to the Act and to the provisions of paragraph 135 below, no transfer of securities or of warrants shall be registered in the securities’ register of the Corporation unless:

(a)the security certificate has been duly endorsed by the proper person;

(b)a reasonable assurance has been given to the effect that the endorsement is genuine;

(c)every act or statute in Canada or in a province or territory of Canada with respect to the collection of income tax, sales taxes or charges, duties or fees has been complied with;

(d)any restriction on its issue, on its transfer or on the holding thereof as authorized by the articles has been complied with; and

(e)any lien on the securities as provided for in paragraph 131 above has been reimbursed.

134.Deceased shareholder.  In the event of the death of the holder or of one (1) of the joint holders of any security of the Corporation, the Corporation shall neither modify the securities’ register or the transfer register nor pay any dividend or make any other distribution relating to the security 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 or by its transfer agents shall have been satisfied.

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135.Effect of registration.  Subject to the Act, the Corporation may consider the registered holder of a security as the only person eligible to vote, to receive assets, interest, dividends or other payments and to exercise the other rights and privileges attaching to this capacity.

K.DIVIDENDS

136.Declaration and payment.  Subject to the Act and unless otherwise provided in a unanimous shareholder agreement and 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 of its liabilities and of its stated capital, the directors may declare and pay dividends to the shareholders according to their respective rights and interests in the Corporation.  The directors shall not be compelled to make any distribution of the profits of the Corporation; thus 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.  Such dividends may be paid in specie, in property or by the issue of fully paid-up securities of the Corporation.

137.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 securities 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.

138.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.

139.Joint shareholders.  Where two (2) or more persons are registered as joint shareholders in the Corporate Records Book, each of the shareholders may grant a valid discharge in respect of the payment of any dividend.  In such a case, the shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

140.Set-off.  The directors, in their discretion, may apply, in whole or 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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L.NOTICES AND INFORMATION TO SHAREHOLDERS

141.Notices to shareholders.  Subject to the provisions of paragraphs 146, 147 and 150 below, the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders may be sent by registered or by certified mail or delivered in person to the shareholders, to or at the address indicated at that time in the Corporate Records Book or in the registers of its transfer agent.  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 in the Corporate Records Book or in the registers of the transfer agent and this shall constitute sufficient notice with respect to the other joint shareholder or shareholders unless the joint shareholders have appointed a manager, in which case the notices or the documents shall be sent to the latter.  Receipt by a shareholder of a notice or of a document sent by registered or by certified mail shall be deemed to have taken place at the time when, according to the ordinary course of mail  delivery, the registered or certified letter containing such notice or document should have been received.  In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of  the shareholder.

142.Addresses of shareholders.  In addition to the persons referred to in subsection 51(2) of the Act, the Corporation may consider the holder of the securities who is registered in the securities’ register of the Corporation as being the person entitled to receive the notices or the documents required to be sent to the shareholders.  The sending of any notice or document to such person, in accordance with paragraph 141 above, shall constitute sufficient notice to the personal representatives of the shareholder.  Each shareholder shall provide the Corporation with an address where the notices or the documents shall be sent to him or left for him, failing which he shall be deemed to have waived his right to receive such notices or documents.

143.Untraceable shareholder.  The Corporation shall not be obliged to send the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders where previous notices or documents have been returned to it on more than two (2) consecutive occasions, unless the untraceable shareholder has notified the Corporation in writing of his new address.

144.Notice of record date.  In order to determine which shareholders shall be eligible to receive notice of a meeting of shareholders, the directors may, by resolution, fix in advance as a record date, a date between the sixtieth (60th) and the twenty-first (21st) day preceding the date when a meeting of the shareholders is to take place.  Where no record date has been set, the record date in order to determine the shareholders entitled to receive notice of a meeting of the shareholders shall be the eve of the day when such

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notice is given, at the time of close of business, or the day of the meeting itself, in the absence of notice.

M.MEETINGS OF THE SHAREHOLDERS

145.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 convene 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 annual meetings may be called by the President of the Corporation or by any director in accordance with paragraph 150.

146.Special meetings.  The directors of the Corporation may at any time call a special meeting of shareholders.

147.Calling by shareholders.  The holders of not less than five per cent (5%) of the securities issued by the Corporation which carry the right to vote at the meeting sought to be held may request that the directors call a meeting for the purposes stated in their request.  The request, which may consist of several documents of like form signed by at least one (1) of the shareholders, shall state the items on the agenda of the meeting to be called.  It shall be sent to each director and to the registered office of the Corporation.  The directors shall call the meeting within twenty-one (21) days following receipt of the request in order to debate the questions referred to therein.  The directors, however, shall not be obliged to call the meeting if the notice of a record date set pursuant to subsection 134(2) of the Act has been given in accordance with subsection 134(4) of the Act, if a meeting has already been called and if notice thereof has been given pursuant to section 135 of the Act or if the items on the agenda stated in the request relate to instances described in paragraphs 137(5)(b) to (e) of the Act.  Should the directors fail to call said meeting within the time limits prescribed above, any shareholder who signed the request may do so.

148.Meetings in Canada.  Subject to the articles or to any unanimous shareholder agreement, 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.

149.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 all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.  A

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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.

150.Notice of meeting.  Notice of the calling of any meeting of the shareholders shall be sent by mail, by facimile 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.

151.Notice to the auditor.  The auditor of the Corporation shall be entitled to notice of any meeting, to attend such meeting at the expense of the Corporation and to be heard thereat on any issue pertaining to his duties.  The auditor or his predecessors to whom one (1) of the directors or one (1) shareholder, whether entitled to vote or not, shall give written notice at least ten (10) days prior to the holding of such meeting shall attend this meeting at the expense of the Corporation and answer any questions pertaining to his duties.

152.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.

153.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.  This waiver of the notice of the meeting may take place before, during or after the holding of the meeting.  Moreover, the attendance of a shareholder, of a director, of the auditor or of any other person entitled to attend such meeting shall constitute a waiver on his part of notice of the meeting, unless he indicates that he is attending for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called.  The signing, by any of the aforementioned persons, of a resolution in lieu of a meeting shall also constitute a waiver of the notice on his part of the calling and of the holding of an actual meeting.

154.Irregularities.  Irregularities affecting the notice of a meeting or the sending thereof, the accidental omission to give such notice or the non-receipt of the notice by a shareholder, by a director, by the auditor or by any other person entitled to attend the meeting in no way shall affect the validity of a meeting of the shareholders.  Moreover, the accidental failure in the notice of a meeting to refer to one (1) or more of the matters to be submitted to such meeting, even though reference thereto is required, shall not prohibit the meeting from considering this matter unless it is prejudicial to a shareholder or unless there is a

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risk of his interests being injured.  A certificate from the Secretary, from an officer or from another duly authorized representative of the Corporation shall constitute irrebuttable evidence of the sending of a notice of the meeting to the shareholders and shall be binding upon each of the shareholders.

155.Persons entitled to attend a meeting.  The only persons entitled to attend a meeting of the shareholders shall be those entitled to vote thereat, the directors, the auditor of the Corporation and other persons who, pursuant to the Act, to the articles or to the by-laws of the Corporation, are entitled or required to attend a meeting of the shareholders.  Any other person may be admitted to a meeting of the shareholders upon invitation of the chairman of the meeting or if a majority of the shareholders agrees thereto.

156.Quorum.  Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, the attendance, in person or by proxy, of a person holding or representing at least one (1) security issued by the Corporation and carrying the right to vote shall constitute a quorum at the meeting for the purpose of choosing a chairman of the meeting, as the case may be, and of pronouncing the adjournment of the meeting.  For any other purpose, 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.  Where the Corporation only has one (1) shareholder or where only one (1) holder of a class of securities entitled to vote attends the meeting, the attendance of this shareholder in person or represented by proxy shall constitute the quorum at the meeting for any purpose. 

157.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.  The chairman of the meeting, with the consent of the shareholders attending the meeting in person or represented by proxy and entitled to vote, may adjourn any meeting of the shareholders to a specified place, date and time if he deems it appropriate.  Notice of the adjournment of a meeting to a date less than thirty (30) days later shall be given by an announcement made before the latter is adjourned, if a meeting of the shareholders is adjourned one (1) or more times for a total of thirty (30) days or more, notice of the adjournment of such meeting shall be given in the same manner as the notice of the original meeting.  In the event that a meeting is held according to the terms of the adjournment, it may validly consider any matter provided that a quorum is attained.  The persons who constituted the quorum at the original meeting shall not be required to constitute the quorum at the reconvening of the meeting.  If a quorum is not attained at the reconvening of the meeting, the meeting shall be deemed to have ended immediately after adjournment thereof.

158.Chairman 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

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Corporation shall act 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 chairman or secretary of the meeting.  It shall not be necessary to appoint a chairman and a secretary in the event of an adjournment.

159.Procedure.  The chairman 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, subject to the Act, to the articles, to any unanimous shareholder agreement, to the by-laws of the Corporation and to the rules of procedure usually followed during deliberating assemblies.  He shall decide on any matter including, but without restricting the generality of the foregoing, issues relating to the validity of proxies.  His decisions shall be final and binding on the shareholders.

160.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 passed at these meetings.  A copy of these resolutions shall be kept with 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.

161.Meeting by technical means.  Any person entitled to attend a meeting of shareholders may participate in the meeting, by means of a telephonic, 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 chairman 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 telephonic, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other.

N.RIGHT OF SHAREHOLDERS TO VOTE

162.General rule.  Subject to the articles and to the by-laws of the Corporation, each shareholder shall be entitled to as many votes as he has securities which carry a right to vote at meetings of the shareholders. This right shall belong to the shareholders whose names appear in the securities’ register on the record date, or, if no record date has been set, on the date of the notice of the meeting or, failing that, at the time of close of

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business on the eve of the date of notice, or, if no notice is given, on the date of the meeting.

163.Joint shareholders.  Where two (2) or more persons hold securities jointly, one (1) of these persons attending a meeting of the shareholders or duly represented thereat, in the absence of the other or of the others, shall be entitled to vote with respect to these securities and, in such a case, shall be deemed to have been appointed manager by the other joint shareholder or shareholders.  However, if several of these persons attend the meeting in person or represented by proxy and vote, they shall vote together as one (1) shareholder with respect to the securities which they hold jointly.

164.Securities held by an administrator of the property of another or by a trustee.  Where a person, in his capacity as administrator of the property of another or trustee, holds securities for a shareholder, this person or his proxyholder shall be entitled to vote at any meeting of the shareholders with respect to the securities so held if such securities are voting securities.

165.Voting by a show of hands and casting vote.  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 chairman of the meeting prescribes another voting procedure.  Any person participating at a shareholders meeting by way of a telephonic, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other and entitled to vote at said meeting, may vote by way of the telephonic, electronic or other communication facility, made available by the Corporation for this purpose.  Proxyholders may vote by a show of hands unless they have received contrary instructions.  The chairman of the meeting shall not be entitled to a second or casting vote in the event of a tie vote.  Unless a vote by ballot is requested, the statement by the chairman and by the secretary of the meeting to the effect that a resolution has been passed 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.

166.Voting on behalf of a body corporate.  The Corporation shall permit any individual authorized by a resolution of the Board of Directors or of the governing body of a body corporate which is one (1) of the shareholders of the Corporation to represent the body corporate at meetings of the shareholders of the Corporation.  An individual so authorized may exercise, on behalf of the body corporate which he represents, all the powers which such person could exercise if it were an individual shareholder.

167.Ballot.  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

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the ballot is taken.  A vote by ballot shall take precedence over a vote by a show of hands.

168.Scrutineer.  The chairman of a meeting of the shareholders may appoint one (1) or more persons, whether or not they be representatives or shareholders of the Corporation, to act as scrutineers at any meeting of the shareholders.  Failing such an appointment, the secretary of the meeting shall act as the scrutineer.

O.PROXIES

169.Proxies.  A shareholder entitled to vote at a meeting, by means of a proxy, may appoint a proxyholder as well as one (1) or more alternate proxyholders, who need not be shareholders, to attend the meeting and to act thereat within the limits set out in the proxy.  The instrument in writing appointing a proxyholder shall be signed by the shareholder or by his personal representative authorized in writing. However, it shall not be necessary for the instrument in writing to be signed before witnesses.  If the shareholder is a body corporate, any director of the body corporate may appoint a proxyholder and sign his proxy.  A proxyholder may hold the proxies of several shareholders.  A proxy shall be valid only at the meeting in respect of which it was given as well as at any reconvening thereof in the event of an adjournment.  A proxy may be general in nature and may be in respect of the exercise of the sum of the rights attaching to the securities of the holder granting the proxy.

170.Form of proxy.  The instrument in writing appointing a proxyholder may read as follows:

The undersigned,             , shareholder of             , hereby appoints                    , or, in his absence,             , as his mandatary or agent for the purpose of attending the meeting of the shareholders to be held at                  on the                day of               and any reconvening of this meeting, in the event of an adjournment, and for the purpose of acting on his behalf with the same authority as if the undersigned had attended in person the said meeting or its reconvening in the event of an adjournment.

Dated this                   day of               .

Signature of shareholder

171.Revocation.  The instrument appointing a proxyholder shall revoke any prior instrument appointing another proxyholder.  Such an instrument may be revoked by the filing, at the registered office of the Corporation, before the end of the last juridical or business day preceding the meeting, or its reconvening in the event of an adjournment, of an instrument in writing signed by the shareholder or by his mandatary or agent bearing a written authorization, by the filing thereof with the chairman of the meeting on the day of the meeting, or upon reconvening thereof in the event of an adjournment, or in any other manner permitted by law.

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172.Filing of proxies.  The directors may pass a by-law designating a place, other than that where a meeting of shareholders, or a reconvening thereof in the event of an adjournment, is to be held, where proxies shall be filed before the holding of the meeting.  Such by-law may provide that any proxy so filed may be included in the vote as if it had been tendered at the meeting, or at a reconvening thereof in the event of an adjournment, and the votes cast in accordance with this by-law shall be valid and counted.  Subject to the passage of such by-law, the chairman of any meeting of the shareholders, in his sole discretion, may decide to accept as valid a written communication sent by telegram, by cable, by telex or by any other means with respect to the authorization of any person who claims to represent, and to vote in the name of, a shareholder, notwithstanding the fact that no proxy granting such authority has been filed with the Corporation.  Any vote cast following the acceptance of such communication shall be valid and counted.

173.Deadline for filing.  The directors, in the notice of the calling of a meeting of the shareholders, may specify a deadline for granting a proxy to a mandatary or to an agent, which, excluding any non-juridical days or holidays, may not precede by more than forty-eight (48) hours the date of opening of the meeting, or of a reconvening thereof in the event of an adjournment.

174.Soliciting proxies.  If the Corporation has fifty (50) or more shareholders, joint holders of one (1) security being counted as a single shareholder, when giving notice of the meeting to the shareholders, it shall send them a form of proxy in the prescribed form.  The proxies shall be solicited by way of a proxy circular sent in the prescribed form, and shall take the form of an appendix to, or of a separate document sent along with, the notice of the meeting, in case of solicitation by or on behalf of the management, or, in any other case, by any dissident who shall state therein the purpose of the solicitation.  A copy of this circular shall be sent to the Director along with a notice of the meeting.  A person who is appointed proxyholder after having solicited a proxy shall attend in person the meeting in question, or cause an alternate proxyholder to represent him at the meeting, and shall comply with the instructions of the shareholder who appointed him.  He shall have the same rights as the shareholder who appointed him in respect of his participation in the proceedings and of voting by way of ballot. However, where the proxyholder has received contrary instructions from his mandates or principal, he may not take part in a vote by way of a show of hands.

P.AUDITOR OR ACCOUNTANT

175.Appointment of auditor.  Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 181 below, the shareholders, by way of an ordinary resolution, at the first annual meeting of the shareholders after its incorporation and at each subsequent annual meeting, shall appoint an auditor to serve until the close of the next annual meeting or the passing 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.  The directors, in the course of the organizational proceedings of the Corporation, may appoint an auditor to serve until the

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close of the fast annual meeting of the shareholders or the passing of resolutions in its place.

176.Remuneration of auditor.  The shareholders shall fix the remuneration of the auditor or of the auditors unless this power has been delegated to the directors.

177.Independence of auditor.  The auditor shall be independent of the Corporation, of the affiliates, of the directors and of the officers of the latter.  A person shall be deemed not to be independent if he or his business partner is a business partner, a director, an officer or an employee of the Corporation, of an affiliate, of any of the directors, of the officers or of the employees of the latter, or if he beneficially owns or controls, directly or indirectly, a material interest in the securities of the Corporation, of one (1) of its affiliates, or has been a receiver, a receiver-manager, a liquidator or trustee in bankruptcy of the Corporation or of one (1) of its affiliates within the two (2) years immediately preceding his proposed appointment to the position of auditor.  The auditor shall resign as soon as he becomes aware that he no longer qualifies to serve as auditor unless a Court of law otherwise authorizes him to serve.

178.Removal of auditor.  The auditor may be removed at any time by the shareholders of the Corporation at a special meeting.  However, the Corporation shall be liable for any prejudice caused to the auditor by his removal without a serious reason and at an inopportune moment.  A vacancy created by the removal of the auditor may be filled by the shareholders at the meeting at which or, by a resolution in which, it was decided to remove him or, if the vacancy is not so filled by the shareholders, by the directors.  Any other vacancy in the position of auditor shall be filled by the directors.  The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.

179.Opposition by auditor.  The auditor shall be entitled to give, in writing, to the Corporation reasons in writing for his resignation or for his opposition to the actions or to the resolutions contemplated with respect to his removal or to his replacement at the end of his term.

180.End of term of auditor.  The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 178 of the present by-laws, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an auditor in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the auditor 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.

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181.Professional accountant.  If the shareholders of the Corporation decide not to appoint an auditor by way of a resolution passed unanimously by all the shareholders, 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.

182.End of term of accountant.  The term of the professional accountant shall end upon his death, his resignation, his removal by the directors, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as a professional accountant in the province where the registered office of the Corporation is located upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the professional accountant shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the professional accountant 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.

183.Audit Committee.  The directors may create an Audit Committee made up of not less than three (3) directors of the Corporation, a majority of whom shall be made up of persons who are neither officers nor employees of the Corporation or of bodies corporate which are shareholders of the Corporation and which control it.  If the Corporation issues securities by way of a distribution to the public, it shall create such an Audit Committee unless it has been dispensed of this duty by the Director.  Each member of the Audit Committee shall hold office until he is replaced by the directors or, as the case may be, until he ceases to be a director.  The directors may fill any vacancy on the Audit Committee.

184.Duties of Audit Committee.  The Audit Committee shall review the financial statements of the Corporation before their approval according to the Act.  It shall also receive notification of any errors or misstatements contained in financial statements of the Corporation which have been the subject of a report by the auditor or by one (1) of his predecessors.  Any director or officer of the Corporation shall notify the Audit Committee forthwith of any errors or misstatements of which he becomes aware in financial statements which have been the subject of a report by the auditor or by one (1) of his predecessors.

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185.Meetings of Audit Committee.  Meetings of the Audit Committee shall be subject, with all necessary changes, to the rules and to the procedures which govern the meetings of the Board of Directors.

By-law Number 1 passed this September 19, 2003.

President and/or Secretary

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BY-LAW NUMBER 2

being the

GENERAL BORROWING BY-LAW OF

CASCADES TRANSPORT 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 exchange 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 independently of a  borrowing by-law.

By-law Number 2 passed this September 19, 2003.

President and/or Secretary

44

BY-LAW NUMBER 3

being the

BANKING BY-LAW OF

CASCADES TRANSPORT 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.

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.The directors may grant a hypothec or a mortgage, even a floating hypothec or mortgage, on all of the property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation to secure the repayment of the loans contracted by the Corporation with the bank or with the financial institution or the performance of any other obligation assumed by the Corporation with respect to the bank or the financial institution; and any hypothec or mortgage so granted and signed by the officer or by the officers authorized to sign negotiable instruments on behalf of the Corporation shall be binding on the Corporation.

4.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.

5.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 19, 2003.

President and/or Secretary

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EX-3.53

Exhibit 3.53

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:40 AM 11/25/2003

FILED 10:37 AM 11/25/2003

SRV 030758078 – 3709233 FILE

CERTIFICATE OF INCORPORATION

OF

CASCADES USA INC.

* * * * *

1.The name of the corporation is CASCADES USA INC.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is:  One Thousand (1000) shares of common stock at no dollar par value.

5.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Robert F. Hall	C/O Cascades Inc. 772 Sherbrooke Street West Montreal, Quebec H3A 1G1 Canada

6.The corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.  Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide.  The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9.The corporation reserves the right 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.

10.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)  under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 24^th day of November, 2003.

/s/ Robert F. Hall

Robert F. Hall

Incorporator

EX-3.54

Exhibit 3.54

BY-LAWS
OF
CASCADES USA INC.

(A Delaware Corporation)

ARTICLE I
OFFICES

Section 1.01  Offices.  The Corporation shall have its registered office in the State of Delaware, and may have such other offices and places of business within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 2.01  Place of Meetings.  Meetings of stockholders for any purpose may be held at such place or places, either within or without the State of Delaware, as shall be designated by the Board of Directors, or by the President with respect to meetings called by him.

Section 2.02  Annual Meeting.  The annual meeting of stockholders shall be held on such date as may be determined by the Board of Directors.  At such meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.03  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the written request of stockholders owning a majority of the shares of the Corporation then outstanding and entitled to vote.

Section 2.04  Notice of Meetings.  Written notice of the annual meeting or any special meeting of stockholders shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days prior to the meeting, except as otherwise required by statute, and shall state the time and place and, in the case of a special meeting, the purpose or purposes of the meeting.  Notice need not be given, however, to any stockholder who submits a signed waiver of notice, before or after the meeting, or who attends the meeting in person or by proxy without objecting to the transaction of business.

Section 2.05  Quorum.  At all meetings of stockholders, 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 for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation or these By-Laws.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder.

Section 2.06  Voting.  (a) At all meetings of stockholders, each stockholder having the right to vote thereat may vote in person or by proxy, and, unless otherwise provided in the Certificate of Incorporation or in any resolution providing for the issuance of any class or series of stock adopted by the Board of Directors pursuant to authority vested in the Board by the Certificate of Incorporation, shall have one vote for each share of stock registered in his name.  Election of directors shall be by written ballot.

(b)  When a quorum is once present at any meeting of stockholders, a majority of the votes cast, whether in person or represented by proxy, shall decide any question or proposed action brought before such meeting, except for the election of directors, who shall be elected by a plurality of the votes cast, or unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws or an agreement among stockholders, in which case such provision shall govern the vote on the decision of such question or action.

Section 2.07  Adjourned Meetings.  Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is present, or by the President if a quorum of stockholders is not present.  No notice of such adjourned meeting need be given, other than by announcement at the meeting at which adjournment is taken, and any business may be transacted at the adjourned meeting which might have been transacted at the meeting as originally called.  However, if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

Section 2.08  Action by Written consent of Stockholders.  Any action of the stockholders required or permitted to be taken at any regular or special meeting thereof may be taken without any such meeting, notice of meeting or vote if a consent in writing setting forth the action thereby taken is signed by the holders of outstanding stock having not less than the number of votes that would have been necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted.  Prompt notice of the taking of any such action shall be given to any stockholders entitled to vote who have not so consented in writing.

Section 2.09  Stockholders of Record.  (a) The stockholders from time to time entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to any corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, shall be the stockholders of record as of the close of business on a date fixed by the Board of Directors as

2

the record date for any such purpose.  Such a record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not, with respect to stockholder meetings, be more than sixty days nor less than ten days before the date of such meeting, or, with respect to stockholder consents, more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

(b)  If the Board of Directors does not fix a record date, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be as of the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived as provided herein, on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, where no prior action by the Board of Directors is necessary, shall be the close of business on the day on which the first signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE III
DIRECTORS

Section 3.01  Board of Directors.  The management of the affairs, property and business of the Corporation shall be vested in a Board of Directors, the members of which need not be stockholders.  In addition to the power and authority expressly conferred upon it by these By-Laws and the Certificate of Incorporation, the Board of Directors may take any action and do all such lawful acts and things on behalf of the Corporation and as are not by statute or by the Certificate of Incorporation or these By-Laws required to be taken or done by the stockholders.

Section 3.02  Number.  The number of directors shall be as fixed from time to time by the Board of Directors.

Section 3.03  Election and Term of Directors.  At each annual meeting of the stockholders, the stockholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of such term and until his successor, if any, has been elected and qualified, or until his earlier resignation or removal.

Section 3.04  Annual and Regular Meetings.  The annual meeting of the Board of Directors shall be held promptly after the annual meeting of stockholders, and regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine.  No notice shall be required for the annual or any regular meeting of the Board of Directors.

Section 3.05  Special Meetings.  Special meetings of the Board of Directors may be called by the President, by an officer of the corporation who is also a director or by any two directors, upon one day’s notice to each director either personally or by mail, telephone, telecopier or telegraph, and if by telephone, telecopier or telegraph confirmed in writing before or after the meeting,

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setting forth the time and place of such meeting.  Notice of any special meeting need not be given, however, to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without objecting to the transaction of business.

Section 3.06  Place of Meetings.  (a) The Board of Directors may hold its meetings, regular or special, at such places, either within or without the State of Delaware, as it may from time to time determine or as shall be set forth in any notice of such meeting.

(b)  Any meeting of the Board of Directors may be held by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

Section 3.07  Adjourned Meetings.  A majority of the directors present, whether or not a quorum, may adjourn any meeting of the Board of Directors to another time and place.  Notice of such adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 3.08  Quorum of Directors.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  The total number of directors means the number of directors the Corporation would have if there were no vacancies.

Section 3.09  Action of the Board of Directors.  The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws, in which case such provision shall govern the vote on the decision of such question or action.  Each director present shall have one vote.

Section 3.10  Action by Written Consent of Directors.  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 a written consent thereto is signed by all members of the Board of Directors or of such committee, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11  Resignation.  A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of Directors or such officer, and acceptance of the resignation shall not be necessary.

Section 3.12  Removal of Directors.  Any or all of the directors may be removed with or without cause by the stockholders.

Section 3.13  Newly Created Directorships and Vacancies.  Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum.  Vacancies occurring by reason of

4

the removal of directors without cause shall be filled by a vote of the stockholders.  A director elected to fill a newly created directorship or to fill any vacancy shall hold office until the next annual meeting of stockholders, and until his successor, if any, has been elected and qualified.

Section 3.14  Chairman.  At all meetings of the Board of Directors the Chairman of the Board or, if one has not been elected or appointed or in his absence, a chairman chosen by the directors present at such meeting, shall preside.

Section 3.15  Committees Appointed by the Board of Directors.  The Board of Directors may, by resolution passed by a majority of the entire Board of Directors or by written consent of all of the directors, designate one or more committees, each committee to consist of one or more of the directors.  The Board may also designate one or more directors as alternate members of any committee who may replace any absent or disqualified committee member at any committee meeting.  Any such committee, to the extent provided in the resolution, except as restricted by law, shall have and may exercise the powers of the Board of Directors in the management of the affairs, business and property of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.16  Compensation.  No compensation shall be paid to directors, as such, for their services, but the Board of Directors may authorize payment of an annual retainer and/or fixed sum and expenses for attendance at each annual, regular or special meeting 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 IV
OFFICERS

Section 4.01  Offices, Election and Term.  (a) At its annual meeting the Board of Directors shall elect or appoint a President and a Secretary and may, in addition, elect or appoint at any time such other officers as it may determine.  Any number of offices may be held by the same person.

(b)  Unless otherwise specified by the Board of Directors, each officer shall be elected or appointed to hold office until the annual meeting of the Board of Directors next following his election or appointment and until his successor, if any, has been elected or appointed and qualified, or until his earlier resignation or removal.

(c)  Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

(d)  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.  Any vacancy occurring in any office by reason of death, resignation, removal or otherwise may be filled by the Board of Directors.

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Section 4.02  Powers and Duties.  The officers, agents and employees of the corporation shall each have such powers and perform such duties in the management of the affairs, property and business of the Corporation, subject to the control of and limitation by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as may be authorized from time to time by the Board of Directors.

Section 4.03  Sureties and Bonds.  If the Board of Directors shall so require, any officer, agent or employee of the Corporation shall furnish to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES

Section 5.01  Certificates.  Unless otherwise provided pursuant to the General Corporation Law of the State of Delaware, the shares of stock of the Corporation shall be represented by certificates, as provided by the General Corporation Law of the State of Delaware.  They shall be numbered and entered in the books of the Corporation as they are issued.

Section 5.02  Lost or Destroyed Certificates.  The Board of Directors may in its discretion authorize the issuance of a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed.  As a condition of such issuance, the Board of Directors may require, either generally or in each case, the record holder of such certificates, or his legal representative, to furnish an affidavit setting forth the facts of such alleged loss, theft or destruction, together with proof of advertisement of the alleged loss, theft or destruction, and a bond with such surety and in such form and amount as the Board may specify indemnifying the Corporation, any transfer agent and registrar against any claim against any of them relating to such lost, stolen or destroyed certificates.

Section 5.03  Transfer of Shares.  (a) Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares or other securities of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate, except to the extent the Corporation or such transfer agent may be prevented from so doing by law, by the order or process of any court of competent jurisdiction, or under any valid restriction on transfer imposed by the Certificate of Incorporation, these By-Laws, or agreement of security holders.  Every such transfer shall be entered on the transfer books of the Corporation.

(b)  The Corporation shall be entitled to treat the holder of record of any share or other security of the Corporation as the holder in fact thereof and shall not be bound to recognize any equitable

6

or other claim to or interest in such share or security on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

ARTICLE VI
INDEMNIFICATION

Section 6.01  Indemnification.  The Corporation shall indemnify the directors, officers, agents and employees of the Corporation 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 these By-Laws or otherwise.  The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

ARTICLE VII
MISCELLANEOUS

Section 7.01  Corporate Seal.  The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words, “Corporate Seal, Delaware”.  The seal on the certificates for shares or any corporate obligation for the payment of money, or on any other instrument, may be a facsimile, engraved, printed or otherwise reproduced.

Section 7.02  Execution of Instruments.  All corporate instruments and documents shall be signed or countersigned, executed, and, if desired, verified or acknowledged by a proper officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.03  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE VIII
AMENDMENTS

Section 8.01  Amendments.  These By-Laws may be altered, amended or repealed from time to time by the stockholders or by the Board of Directors without the assent or vote of the stockholders.

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ARTICLE IX
STOCKHOLDERS AGREEMENT

Section 9.01  Stockholders Agreement.  Should the Corporation at any time, or from time to time, be party to a stockholders agreement (a “Stockholders Agreement”), then notwithstanding anything to the contrary contained in these By-Laws, in the event of any conflict between any provision of such Stockholders Agreement and any provision of these By-Laws, such conflicting provision of the Stockholders Agreement shall be incorporated herein as a By-Law and shall control.

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EX-3.55

Exhibit 3.55

ARTICLES OF AMALGAMATION

1.	The nameof the amalgamated corporation is:
	CONFERENCE CUP LTD.
2.	The address of the registered office is:
	492 Sovereign Court
(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
	London, Ontario					N6M 1B2
	(Name of Municipality, or Post Office)					(Postal Code)
	City of London			in the	County of Middesex
(Name of Municipality,					(County, District, Regional
Geographical Township)					Municipality)
3.		Number (or minimum and maximum number) of directors is:
		Minimum of One (1) and a Maximum of Five (5).
4.		The director(s) is/are:
First name, initials and surname			Residence address, giving Street & No. or R.R.				Resident
			No., Municipality and Postal Code				Canadian
							State
							Yes or No
Garnet H. Collett			74 Mill Road				yes
			Dorchester, Ontario
			NOL 1G2
A)	(TEXT MISSING) adopted by the shareholders of each of the amalgamating corporations						ý
	as required by subsection 175(4) of the Business Corporations Act on the date set out
	below.
B)	The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 176 of the Business Corporations Act on the date set out below.						o

	The articles of amalgamation in substance contain the provisions of the articles of
	incorporation of
	and are more particularly set out in these articles
	Names of amalgamating corporations	Ontario Corporation Number	Date of Adoption/Approval
COLVEN DISTRIBUTORS LIMITED		244684	June 27, 1991
CONFERENCE CUP LTD.		362079	June 27, 1991

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6.Restrictions, if any, on business the corporation may carry on or on powers the corporation exercise.

No Restrictions.

7.The classes and maximum number of shares that the corporation is authorized to issue.

An unlimited number of common shares and an unlimited number of special class A shares.

8.Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which is to be issued in series: Rights, privileges, restrictions and conditions attached to the Common shares and Special Class “A” shares are as follows:

(i)Payment of Dividends:

The holders of Common shares and Special Class “A” shares shall be entitled to receive dividends if, as and when declared by the Board of Directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amount and payable at such times and at such place or places in Canada as the Board of Directors may from time to time determine.

The holders of the Special Class “A” shares shall be entitled to receive as and when declared by the directors out of the moneys of the Corporation properly applicable to the payment of dividends fixed, preferential, cumulative, dividends at the rate of eight (8%) percent per annum and no more; such dividends shall accrue and be cumulative from the respective dates of issue of the said Special Class “A” shares or from such other date, not later than six (6) months after the respective dates of issue of the Special Class “A” shares, as may be fixed by the directors; if on any dividend payment date the Corporation shall not have paid the said dividends in full on all Special Class “A” shares than issued and outstanding, such dividends on the common shares and any shares of any other class ranking junior to the preference shares;

The Class “A” Special shares shall rank, both as regards dividends and repayment of capital, in priority to all other shares of the Corporation but shall not confer any further right to participate in profits or assets;

(ii)Voting Rights:

The holders of Class “A” Special shares shall not, as such, have any voting rights for the election of directors or for any other purpose nor shall they be entitled to attend shareholders’ meetings unless and until the Corporation shall fail, for a period aggregating two (2) years, to pay the dividends on the Special shares, whereupon and whenever the same shall occur, the holders of the special shares on the record date for voting, if any, shall until all arrears of dividends have been paid on the special shares be entitled to attend all shareholder’s meetings and shall have one (1) vote thereat for each special share then held by them respectively;

The holders of Class “A” Special shares shall, however, be entitled to notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Corporation or the

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sale of its undertaking or a substantial part sale of its undertaking or a substantial part thereof;

The holders of the Common shares shall be entitled to receive notice of and to attend annual and special meetings of the shareholders of the Corporation and to one vote in respect of each Common share held at all such meetings.

(iii)Redemption of Shares:

The Corporation may, in the manner hereinafter provided, redeem all or from time to time any part of the outstanding Class “A” Special shares on payment to the holders thereof, for each share to be redeemed, of the amount paid up thereon together with all unpaid cumulative dividends, whether or not declared, which shall have accrued thereon and which, for such purpose, shall be treated as accruing up to the date of such redemption;

Before redeeming any special shares, not less than thirty (30) days notice in writing of such redemption shall be given by mailing such notice to the registered holders of the shares to be redeemed, specifying the date and place or places of redemption; if notice of any such redemption be given by the Corporation in the manner aforesaid an amount sufficient to redeem the shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, dividends on the said special shares to be redeemed shall cease after the date so fixed for redemption and the holders thereof shall thereafter have no rights aginst the Corporaiton in respect thereof except, upon the surrender of certificates for such shares, to received payment therefore out of the moneys so deposited;

(iv)The Corporation may at any time or times purchase for cancellation the whole or any part of the Class “A” special shares outstanding from time to time at the lowest price at which, in the opinion of the Directors, such shares are obtainable but not exceeding the amount paid up thereon, and all unpaid cumulative dividends, whether or not declared, which shall have accrued thereon and which, for such purpose, shall be treated as accruing up to the date of such purchase;

(v)Participation upon Liquidation, Dissolution or Winding Up:

In the event of the liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class “A” shall be entitled to receive, subject to the rights of the holders of the Common shares, before any distribution of any part of the assets of the Corporation among the holders the common shares, the amount paid up thereon and any dividends declared thereon and unpaid and no more;

(vi)The Corporation may purchase any of its issued common shares.

9.The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

The transfer of shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares without either:

(a)the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or

(b)the approval of the holders of at least a majority of the common shares of the

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Corporation for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

10.Other provisions, (if any):

See Schedule “1” Attached.

11.The statements required by subsection 177(2) of the Business Corporations Act are attached as Schedule “A”

12.A copy of the amalgamation agreement or director resolutions (as the case may be) is/are attached as Schedule “B”.

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SCHEDULE “1”

1.That the Board of Directors may from time to time, in such amounts and on such terms as it deems expedient;

a)borrow money on the credit of the Corporation;

b)issue, reissue, sell or pledge debt obligations (including bonds, debentures, notes or other similar obligations, secured or unsecured) of the Corporations;

c)to the extent permitted by law, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

d)charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the currently owned or subsequently acquired real or personal, moveable or immovable, property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any obligation or any money borrowed or other debt or liability of the Corporation.

The Board of Directors may from time to time delegate such one or more of the directors and officers of the Corporation as may be designated by the board all or any of the powers conferred on the board above to such extent and in such manner as the board shall determine at the time of each such delegation;

2.that the number of shareholders of the Corporation, exclusive of persons who are in the employment of the Corporation and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be shareholders of the Corporation, as limited to not more than fifty (50), two (2) or more persons who are the joint registered owners of one (1) or more shares being counted as one (1) shareholder; and

3.that any invitation to the public to subscribe for any shares of securities of the Corporation is thereby prohibited.

Names of the amalgamating corporations and signatures and descriptions of office of their proper officers.

COLVEN DISTRIBUTORS LIMITED
Per:
	PRESIDENT
CONFERENCE CUP LTD.
Per:
	PRESIDENT

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SCHEDULE “A”

CANADA	)	IN THE MATTER OF THE AMALGAMATION OF COLVEN DISTRIBUTORS LIMITED and CONFERENCE CUP LTD. AND IN THE MATTER OF SECTION 177(2) OF THE BUSINESS CORPORATIONS ACT
PROVINCE OF ONTARIO	)
	)
	)

STATEMENT OF DIRECTOR OR OFFICER

I, GARNET H. COLLETT, of the City of London, in the County of Middlesex, Province of Ontario, solemnly state that:

1.I am the sole director of CONFERENCE CUP LTD. (hereinafter called the “Corporation”), one of the amalgamating corporations, and such have personal knowledge of the matters herein deposed to.

2.I have conducted such examinations of the books and records of the Corporation and have made such enquiries and investigations as are necessary to enable me to make this declaration.

3.There are reasonable grounds for believing that:

(i)Each of the Amalgamating corporations is and the corporation to be formed by their amalgamation will be able to pay its liabilities as they become due, and

(ii)the realizable value of such amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

DATED this 27^th day of June, 1991

/s/ Garnet H. Collett
	GARNET H. COLLETT

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SCHEDULE “A”

CANADA	)	IN THE MATTER OF THE AMALGAMATION OF COLVEN DISTRIBUTORS LIMITED and CONFERENCE CUP LTD. AND IN THE MATTER OF SECTION 177(2) OF THE BUSINESS CORPORATIONSACT.
PROVINCE OF ONTARIO	)
	)
	)

STATEMENT OF DIRECTOR OR OFFICER

I, GARNET H. COLLETT, of the City of London, in the County of Middlesex, Province of Ontario, solemnly state that:

1.I am a director of COLVEN DISTRIBUTORS LIMITED (hereinafter called the “Corporation”), one of the amalgamating corporations, and such have personal knowledge of the matters herein deposed to.

2.I have conducted such examinations of the books and records of the Corporation and have made such enquiries and investigations as are necessary to enable me to make this declaration.

3.There are reasonable grounds for believing that:

(i)Each of the Amalgamating corporations is and the corporation to be formed by their amalgamation will be able to pay its liabilities as they become due, and

(ii)the realizable value of such amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

DATED this 27^th day of June, 1991

/s/ Garnet H. Collett
	GARNET H. COLLETT

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SCHEDULE “B”

THIS AMALGAMATION AGREEMENT made the             day of June, 1991

B E T W E E N :
	COLVEN DISTRIBUTORS LIMITED, a Corporation incorporated under the laws of the
	Province of Ontario;
	(Hereinafter called Colven)
— and —
	CONFERENCE CUP LTD., a Corporation incorporated under the laws of the Province of
	Ontario;
	(Hereinafter called Conference)

WHEREAS Colven was incorporated pursuant to the provisions of the Business Corporations Act, 1982 (Ontario) by Certificate of Incorporation dated the 16^th day of June, 1971 and subsequent Certificate of Articles of Amendment dated the 3^rd day of October, 1977, and its authorized capital consists of Forty-five Thousand, (45,000) Class “A” Special Preferred shares with a par value of Ten ($10.00) Dollars each and Forty-six Thousand (46,000) Class “B” Special Preferred shares with a par value of One ($1.00) Dollar each and Four Thousand (4,000) common shares without par value; provided, however, that the aggregate par value shall not exceed in amount or value the sum of Four Thousand ($4,000.00) Dollars, of which 3,633 Common shares and 8,100 Class “A” Special Preferred shares have been issued and are currently outstanding.

AND WHEREAS Conference was incorporated pursuant to the provisions of the Business Corporation Act, by Certificate of Incorporation dated the 4^th day of July, 1977, and subsequent Certificate of Articles of Amendment dated the 21^st day of March, 1989, and its authorized capital consists of Fifty Thousand (50,000) Class “A” non-voting Special Preferred shares with a par value of Ten ($10.00) Dollars each, Two Hundred and Fifty Thousand (250,000) Class ““B” voting Special Preferred shares with a par value of One ($1.00) Dollar each, and Two Hundred and Fifty Thousand (250,000) common shares without par value, of which One (1) Common share has been issued and is currently outstanding.

AND WHEREAS it is desirable that the said Amalgamation should be effected.

NOW THEREFORE THIS INDENTURE WITNESSETH AS FOLLOWS:

1.In this Agreement

(a)“Amalgamating Corporations” means Colven and Conference, the parties hereto;

(b)“Corporation” means the corporation continuing from the Amalgamation of the Amalgamating Corporations;

(c)“Amalgamation Agreement” or “Agreement” means this Amalgamation Agreement; and

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(d)“Act” means the Business Corporations Act, 1982;

2.The Amalgamating Corporations and each of them do hereby agree to amalgamate and to continue as one corporation on the terms and conditions hereinafter set out.

3.The Articles of Amalgamation of the Corporation shall be in the form to which this Agreement is annexed, and, in particular, the name of the Corporation, the address of its registered Office, the minimum and maximum number of its directors and the identity of them, the classes and maximum number of shares that the Corporation is authorized to issue, the rights, privileges, restrictions and conditions attaching to each class of shares.

4.The issued and outstanding shares in the capital of the Amalgamating Corporations shall be converted into issued and outstanding shares in the capital of the Corporation as follows:

(a)each issued common share in the capital of Conference outstanding on the date of the Certificate of Amalgamation shall be converted into one (1) issued and fully paid common share in the capital of the Corporation;

(b)each issued common share in the capital of Colven outstanding on the date of the Certificate of Amalgamation shall be converted into one (1) issued and fully paid common share in the capital of the Corporation;

(c)each issued special class “A” share in the capital of Colven outstanding on the date of the Certificate of Amalgamation shall be converted into one (1) issued and fully paid special class “A’ share in the capital of the Corporation.

5.The By-laws of Conference shall be the By-laws of the Corporation until repealed, amended, altered or added to.

6.ERNEST & YOUNG, shall be the Chartered Accountants, of the Corporation and shall hold office until the close of the first annual meeting of the shareholders or until their successor or successors are appointed.

7.Upon the Amalgamation being approved by a resolution of the shareholders of each of the Amalgamating Corporations in accordance with section 175 of the Act, Articles of Amalgamation shall be sent to the Director under the Act so as to become effective on June 30th, 1991.

8.The number of directors of the Corporation within the Minimum of One (1) and Maximum of Five (5) provided for the Articles of Amalgamation shall be (1) until changed be determination of the directors as hereinafter provided.  The directors of the Corporation are hereby empowered to change from time to time the number of directors of the Corporation within the minimum and maximum number provided for.

9.Upon the endorsement of the Certificate of Amalgamation under the Act:

(a)the Amalgamating Corporations are amalgamated and continue as one corporation effective on that date under the terms and conditions prescribed in this Amalgamation Agreement;

(b)the Corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations;

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(c)a conviction against, or ruling, order or judgement in favour of or against an Amalgamating Corporation may be enforced by or against the Corporation;

(d)the Articles of Amalgamation shall be the Articles of Incorporation of the Corporation and the Certificate of Amalgamation, except for purposes of subsection 117(1) of the Act, shall be deemed to be the Certificate of Incorporation of the Corporation;

(e)the Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be in any civil action commenced by or against an amalgamating Corporation before the amalgamation has become effective.

IN WITNESS WHEREOF this Amalgamation Agreement has been duly executed by the Parties hereto under their respective corporate seals as witnessed by the signatures of their proper officers duly authorized in that behalf.

COLVEN DISTRIBUTORS LIMITED

Per:

President

CONFERENCE CUP LTD.

Per:

President

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ARTICLES OF AMENDMENT

1.The present nameof the corporation is:

CONFERENCE CUP LTD.

2.The name of the corporation is changed to (if applicable):

3.Date of incorporation/amalgamation:

30 June 1991

(Day, Month, Year)

4.The articles of the corporation are amended as follows:

(a)the authorized capital is increased by the creation of a new class of 3,634 Special Class “B” shares.

(b)to provide that the rights, privileges, restrictions and conditions attached to the Special Class “B” shares are as follows.

(a)Payment of Dividends:

The holders of Special Class “B” shares shall be entitled to receive dividends if, as and when declared by the Board of Directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amount and payable at such times and at such place or places in Canada as the Board of Directors may from time to time determine.

The holders of Special Class “A” shares shall be entitled to receive as and when declared by the directors out of the moneys of the Corporation properly applicable to the payment of dividends fixed, preferential, non-cumulative, dividends at the rate of Six (6%) percent per annum and no more;

(b)Voting Rights:

The holders of the Special Class “B” shares shall not, as such have any voting rights for the election of directors or for any other purpose nor shall they be entitled to shareholders’ meetings.

The holders of the Special Class “B” shares shall, however, be entitled to notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale of its undertaking or substantial part sale of its undertaking or a substantial part thereof;

(c)Redemption of Shares:

The Corporation may, in the manner hereinafter provided redeem all or from time to time any part of the outstanding Special Class “B” shares on payment to the holders thereof, for each share to be redeemed, of the amount of $550.36 per share together with all unpaid non-cumulative dividends, whether or not declared, which shall have accrued thereon and which, for such purpose, shall be treated as accruing up to the date of such redemption;

Before redeeming any Special Class “B” shares, not less than thirty (30) days notice in

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writing of such redemption shall be given by mailing such notice to the registered holders of the shares to be redeemed, specifying the date and place or places of redemption; if notice of any such redemption be given by the Corporation in the manner aforesaid an amount sufficient to redeem the shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, dividends on the said Special Class “B” shares to be redeemed shall cease after the date so fixed for redemption and the holders thereof shall thereafter have no rights against the Corporation in respect thereof except, upon the surrender of certificates for such shares, to receive payment therefore out of the moneys so deposited;

(d)Price Adjustment:

In the event, the Ministry of National Revenue is not in agreement with the Special Class “B” share value of $550.36, the Corporation and the shareholders shall accept a share value as finally determined as the Fair Market Value retroactive to the date of issue of the Special Class “B” shares.  If the value so determined is less than $550.36, the value of the Special Class “B” shares shall be proportionately reduced.  If the value so determined is more than $550.36, the value of the Special Class “B” shares shall be proportionately increased.

(e)Purchase for Cancellation:

The Corporation may at any time or times purchase for cancellation the whole or any part of the Special “B” shares outstanding from time to time at the lowest price at which, in the opinion of the Directors, such shares are obtainable but not exceeding the amount paid up thereon, and all unpaid non-cumulative dividends, whether or not declared, which shall have accrued thereon and which, for such purpose, shall be treated as accruing up to the date of such purchase;

(f)Retraction:

A holder of any Special Class “B” shares shall be entitled to require the Corporation to redeem the whole or any part of the Special Class “B” shares registered in the name of the holder on the book of the Corporation.

(i)  Notice:  A holder of shares to be redeemed shall tender to the Corporation at its registered office a request in writing specifying (a) that the holder desires to have the whole or any part of the Special Class “B” shares registered in his/her name redeemed by the Corporation and (b) the business day, which shall be not less than thirty (30) days after the day on which the request in writing is given to the Corporation, on which the holder desires to have the Corporation redeem the shares (the “redemption date”), together with the share certificates, if any, representing the Special Class “B” shares which the registered holder desires to have the Corporation redeem.

(ii)  Redemption Procedure: On receipt of a request and share certificates, the Corporation shall, on the redemption date, redeem the shares by paying to the registered holder an amount equal to the redemption price.  This payment shall be made by cheques payable at any branch in Canada of one of the Corporation’s bankers for the time being.  If a party only of the Special Class “B” shares represented by any certificates is redeemed, a new certificate for the balance shall

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be issued by the Corporation.

(iii)  Cessation of Rights:  The Special Class “B” shares shall be redeemed on the redemption date and from that date the shares shall cease to be entitled to dividends and their holders shall not be entitled to exercise any of the rights of shareholders in respect of the shares, unless payment of the redemption price is not made on the redemption date, in which case the rights of the holders of the shares shall remain unaffected.

(g)Participation upon Liquidation, Dissolution or Winding Up:

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder of the Special Class “B” shall be entitled to receive, subject to the rights of the holders of the Common shares and the Special Class “A” shares before any distribution of any part of the assets of the Corporation among the holders of the Common shares, the amount paid up thereon and any dividends declared thereon and unpaid and no more;

5.The amendment has been duly authorized as required by Sections 167 and 169 (as applicable) of the Business Corporations Act.

6.The resolution authorizing the amendment was approved by the shareholder/directors (as applicable) of the corporation on:

24^th February 1992

(Day, Month, Year)

These articles are signed in duplicate

CONFERENCE CUP LTD.
(Name of Corporation)
By:	/s/ Garnet H. Collett	PRESIDENT
(Signature)		(Description of Office)

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ARTICLES OF AMENDMENT

1.The present nameof the corporation is:

CONFERENCE CUP LTD.

2.The name of the corporation is changed to (if applicable):

3.Date of incorporation/amalgamation.

30 June 1991

(Day, Month Year)

4.The articles of the corporation are amended as follows:

1.The 500,010 issued and outstanding common shares of the Corporation shall be converted into 100 common shares of the Corporation.

2.The 8,100 issued and outstanding special Class A shares of the Corporation shall be converted into 100 common shares of the Corporation.

3.The 3,634 issued and outstanding special Class B shares of the Corporation shall be converted into 100 common shares of the Corporation.

4.Immediately following the conversions of shares provided for in paragraphs 1, 2 and 3 above, the authorized capital of the Corporation shall be decreased by the deletion and cancellation of the special Class A shares and the special Class B shares.

5.The authorized capital of the Corporation shall be increased by the creation of an unlimited number of shares of one class to be designated as Class A special shares.

6.For greater certainty, upon the filing of these articles of amendment, the authorized capital of the Corporation shall consist of an unlimited number of common shares and an unlimited number of Class A special shares.

7.Provisions Attaching to the Class A Special Shares

The rights, privileges, restrictions and conditions attached to the Class A special shares shall be as follows:

7.1Dividends

(a)The holders of the Class A special shares, in priority to the common shares and any other shares ranking junior to the Class A special shares, shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors of the Corporation out of the moneys of the Corporation properly applicable to the payment of dividends, fixed preferential non-cumulative cash dividends at the rate of $0.60 per share per annum.  The board of directors of the Corporation shall be entitled from time to time to declare part of the fixed preferential non-cumulative cash dividend for any fiscal year notwithstanding that such dividend for such fiscal year shall not be declared in full.  If within eight (8) months after the

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expiration of any fiscal year of the Corporation the board of directors in its discretion shall not declare the said dividend or any part thereof on the Class A special shares for such fiscal year then the rights of the holders of the Class A special shares to such dividend or to any undeclared part thereof for such fiscal year shall be forever extinguished.  The holders of the Class A special shares shall not be entitled to any dividends other than or in excess of the preferential non-cumulative cash dividends hereinbefore provided for.

(b)Cheques of the Corporation payable at par at any branch of the Corporation’s bankers for the time being in Canada shall be issued in respect of the dividends on the Class A special shares (less any tax required to be withheld by the Corporation) and payment thereof shall satisfy such dividends.  Dividends which are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed for a period of two years from the date on which they were declared to be payable shall be forfeited to the Corporation.

(c)Except with the consent in writing of the holders of all the Class A special shares outstanding, no dividends shall at any time be declared or paid on or set apart for payment on the common shares or on any shares of any other class of the Corporation ranking junior to the Class A special shares and the Corporation shall not call for redemption nor purchase or otherwise acquire for value less than all the then outstanding Class A special shares nor purchase or otherwise acquire for value any common shares or any shares of any other class of the Corporation ranking junior to the Class A special shares so long as any Class A special shares are outstanding, unless and until the fixed preferential non-cumulative cash dividend has been declared and paid or set apart for payment for the current fiscal year of the Corporation on all Class A special shares outstanding.

7.2Dissolution

In the event of the dissolution, liquidation or winding-up of the Corporation or other distribution of assets of the Corporation among shareholders for the purpose of winding up its affairs, the holders of the Class A special shares shall be entitled to receive from the assets and property of the Corporation for each Class A special share held by them respectively the sum of $10.00 together with all declared and unpaid preferential non-cumulative cash dividends thereon before any amount shall be paid or any property or assets of the Corporation distributed to the holders of any common share or shares of any other class ranking junior to the Class A special shares.  After payment to the holders of the Class A special shares of the amount so payable to them as above provided, they shall not be entitled to share in any further distribution of the property or assets of the Corporation.

7.3Purchase By The Corporation

Subject to the provisions of subsection 30(2) of the Business Corporations Act (Ontario), as now enacted or as the same may from time to time be amended, re-enacted or replaced (and in the case of such amendment, re-enactment or

15

replacement, any references herein shall be read as referring to such amended, re-enacted or replaced provisions), the Corporation may at any time or from time to time purchase (if obtainable) all or any part of the outstanding Class A special shares at the lowest price at which, in the opinion of the directors, such shares are obtainable, but not exceeding the redemption price calculated in the manner set out in clause 7.4(a) hereof.

7.4Redemption By The Corporation

(a)Subject to the provisions of subsection 32(2) of the Business Corporations Act  (Ontario), as now enacted or as the same may from time to time be amended,  re-enacted or replaced (and in the case of such amendment, re-enactment or  replacement, any references herein shall be read as referring to such amended,  re-enacted or replaced provisions), the Corporation may, upon giving notice as  hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Class A special shares on payment for each share to be redeemed of a sum of $10.00 together with all declared and unpaid preferential non-cumulative cash dividends thereon.

(b)In the case of redemption of Class A special shares under the provisions of clause 7.4 hereof, the Corporation shall at least thirty (30) days before the date specified for redemption mail to each person who at the date of mailing is a registered holder of Class A special shares to be redeemed a notice in writing of the intention of the Corporation to redeem such Class A special shares.  Such notice shall be mailed by letter, postage prepaid, addressed to each such shareholder at his or her address as it appears on the records of the Corporation or in the event of the address of any such shareholder not so appearing then to the last known address of such shareholder; provided, however, that accidental failure to give any such notice to one or more of such shareholders shall not affect the validity of such redemption.  Such notice shall set out the redemption price and the date on which redemption is to take place and, if only part of the shares held by the person to whom it is addressed is to be redeemed, the number thereof so to be redeemed.  On or after the date so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Class A special shares to be redeemed the redemption price thereof on presentation and surrender of the certificates representing the Class A special shares called for redemption at the registered office of the Corporation, or any other place or places designated in the notice of redemption.  If only a part of the shares represented by any certificate be redeemed a new certificate for the balance shall be issued at the expense of the Corporation.  Subject to the provisions of clause 7.4(c) below, on and after the date specified for redemption in any such notice the Class A special shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the shareholders shall remain unaffected.

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(c)The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class A special shares as aforesaid to deposit the redemption price for the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in a specified chartered bank or a specified trust company in Canada, named in such notice of redemption, to be paid without interest to or to the order of the respective holders of such Class A special shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same and upon such deposit being made, or upon the date specified for redemption in such notice, whichever is the later, the Class A special shares in respect whereof such deposit shall have been made shall be deemed to be redeemed and the rights of the holders thereof after such deposit or such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the total redemption price so deposited against presentation and surrender of the said certificates held by them respectively.  Any interest allowed on any such deposit shall belong to the Corporation. Redemption moneys that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including moneys held on deposit to a special account as provided for above) for a period of two (2) years from the date specified for redemption shall be forfeited to the Corporation.

(d)In the event that only part of the Class A special shares is at any time to be redeemed, the shares so to be redeemed shall be selected pro rata (disregarding fractions) from among the holders of record thereof as at the date of the notice of redemption or in such other manner as the board of directors of the Corporation in its sole discretion may deem equitable.

7.5Redemption At The Option Of The Holders Of Class A Special Shares

(a)Subject to the provisions of subsection 32(2) of the Business Corporation Act (Ontario), as now enacted or as the same may from time to time be amended, re-enacted or replaced (and in the case of such amendment, re-enactment or replacement, any references herein shall be read as referring to such amended, re-enacted or replaced provisions), every registered holder of Class A special shares may, at his or her option and in the manner hereinafter provided, require the Corporation to redeem at any time all or part of the Class A special shares held by such holder upon payment for each share to be redeemed of the sum of $10.00 together with all declared and unpaid preferential non-cumulative cash dividends thereon.

(b)In the case of the redemption of Class A special shares under the provisions of clause 7.5(a) hereof, the holder thereof shall surrender the certificate or certificates representing such Class A special shares at the registered office of the Corporation accompanied by a notice in writing (hereinafter called a “redemption notice”) signed by such holder requiring the Corporation to redeem all or a specified number of the Class A special shares represented

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thereby.  As soon as practicable following receipt of a redemption notice, the corporation shall pay or cause to be paid to or to the order of the registered holder of the Class A special shares to be redeemed the redemption price thereof.  If only a part of the shares represented by any certificate are redeemed a new certificate for the balance shall be issued at the expense of the Corporation.

7.6Voting Rights

The holders of the Class A special shares shall not be entitled as such (except as hereinafter specifically provided and except as otherwise provided by the Business Corporations Act (Ontario)) to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting; the holders of the Class A special shares shall, however, be entitled to notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Corporation under section 237 of the Business Corporations Act (Ontario), or a sale, lease or exchange of all or substantially all the property of the Corporation other than in the ordinary course of business under subsection 184(3) of the Business Corporations Act (Ontario).

7.7Priority

The common shares shall rank junior to the Class A special shares and shall be subject in all respects to the rights, privileges, restrictions and conditions attaching to the Class A special shares.

8.Provisions Attaching to Common Shares

The rights, privileges, restrictions and conditions attached to the common shares shall be as follows:

8.1Dividends

Subject to the prior rights of the holders of Class A Special Shares and to any other shares ranking senior to the common shares with respect to priority in the payment of dividends, the holders of common shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the board of directors of the Corporation out of monies properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine and all dividends which the directors may declare on the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding.

8.2Dissolution

In the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of Class A Special Shares and to any other shares ranking senior to the common shares with respect to priority in the distribution of assets upon dissolution, liquidation or winding up, the holders of the common shares shall be entitled to receive the remaining property and assets of the

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Corporation.

8.3Voting Rights

The holders of the common shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall have one vote for each common share held at all meetings of the shareholders of the Corporation, except for meetings at which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series.

5.The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.

6.The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on

4 January 1999

(Day, Month, Year)

These articles are signed in duplicate

CONFERENCE CUP LTD.
(Name of Corporation)
By:	/s/ Tom McNeely
(Signature)		(Description of Office)
Tom, McNeely, Director

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EX-3.56

Exhibit 3.56

BY-LAW NO. 1

A by-law relating generally to the conduct
of the business and affairs of

CONFERENCE CUP LTD.

(herein called the “Corporation”)

CONTENTS

1.	Interpretation	8.	Dividends
2.	Directors	9.	Financial Year
3.	Meetings of Directors	10.	Notices
4.	Remuneration and Indemnification	11.	Execution of Documents
5.	Officers	12.	Effective Date
6.	Meetings of Shareholders	13.	Repeal
7.	Shares

BE IT ENACTED as a by-law of the Corporation as follows:

1.  INTERPRETATION

1.01In this by-law and all other by-laws and resolutions of the Corporation, unless the context otherwise requires:

(a)“Act” means the Business Corporation Act, 1982, and includes the Regulations made pursuant thereto;

(b)“articles” means the articles of incorporation of the Corporation as amended from time to time;

(c)“board” means the board of directors of the Corporation;

(d)“by-laws” means all by-laws, including special by-laws, of the Corporation as amended from time to time;

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(e)“Corporation” means this Corporation;

(f)“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative;

1.02In this by-law where the context requires words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.03All the words and terms appearing in this by-law shall have the same definitions and application as in the Act.

2.  DIRECTORS

2.01Powers - - Subject to any unanimous shareholders’ agreement, the business and affairs of the Corporation shall be managed or supervised by a board of directors being composed of:

A variable board of not fewer than one and not more than Five directors.

2.02Resident Canadians - Except where the Corporation is a non-resident Corporation, a majority of the directors shall be resident Canadians but where the Corporation has only one or two directors, one director shall be a resident Canadian.

2.03Qualifications - - Any individual may be a director of the Corporation except:

(i)A person who is less than eighteen years of age.

(ii)A person who is of unsound mind and has been so found by a court;

(iii)A person who has the status of a bankrupt.

2.04Election and Term - The election of directors shall take place at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required.  The directors shall hold office for an expressly stated term which shall expire not later

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than the close of the third annual meeting of shareholders following the election.  A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election.  Incumbent directors, if qualified, shall be eligible for re-election.  If an election of directors is not held at the proper time the directors shall continue in office until their successors are elected.

2.05Resignation - - A director who is not named in the articles may resign from office upon giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later.  A director named in the articles shall not be permitted to resign his office unless at the time the resignation is to become effective   a successor is elected or appointed.

2.06Removal - - Subject to clause (f) of section 120 of the Act, the shareholders may, by ordinary resolution at an annual or special meeting remove any director or directors from office before the expiration of his term and may, by a majority of the votes cast at the meeting elect any person in his place for the remainder of his term.

2.07Vacation of Office - A director ceases to hold office when he dies, resigns, is removed from office by the shareholders, or ceases to have the necessary qualifications.

2.08Vacancies - - Subject to the exceptions in section 124 of the Act, where a vacancy occurs on the board, a quorum of the directors then in office may appoint a person to fill the vacancy for the remainder of the term.  If there is not a quorum of directors or if there has been a failure to elect the number of directors required by the articles or in the case of a variable board as required by special resolution, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

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3.  MEETINGS OF DIRECTORS

3.01Place of Meetings - Meetings of the board may be held at the registered office of the Corporation or at any other place within or outside of Ontario but, except where the Corporation is a non-resident corporation, or the articles or the by-laws otherwise provide, in any financial year of the Corporation a majority of the meetings of the board shall be held at a place within Canada.

3.02Meetings by Telephone - Where all the directors present at or participating in the meeting have consented thereto, any director may participate in a meeting of the board by means of conference telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and a director participating in such a meeting by such means is deemed for the purposes of the Act and these by-laws to be present at the meeting.  If a majority of the directors participating in such a meeting are then in Canada the meeting shall be deemed to have been held in Canada.

3.03Calling of Meetings - Meetings of the board shall be held from time to time at such place, at such time and on such day as the president or a vice-president who is a director or any two directors may determine, and the secretary shall call meetings when directed or authorized by the president or by a vice-president who is a director or by any two directors.  Notice of every meeting so called shall be given to each director not less than 48 hours (excluding any part of a Sunday and of a holiday as defined by the Interpretation Act) before the time when the meeting is to be held, except that no notice of meeting shall be necessary if all the directors are present or if those absent have waived notice of or otherwise signified their consent to the holding of such meeting.  A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.

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3.04Regular Meetings - The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named.  A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings.

3.05First Meeting of New Board - Each newly elected board may without notice hold its first meeting for the purpose of organization and the election and appointment of officers immediately following a meeting of shareholders at which such board is elected, provided that a quorum of directors is present.

3.06Quorum - - Where the Corporation has only one director, that director may constitute a quorum for the transaction of business at any meeting of the board.  Where the Corporation has two directors both directors of the Corporation must be present at any meeting of the board to constitute a quorum.  Subject to the articles or by-laws of the Corporation a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors but in no case shall a quorum be less than two-fifths of the number of directors or less than the minimum number of directors, as the case may be.

3.07Resident Canadians - Directors shall not transact business at a meeting of the board unless a majority of the directors present are resident Canadian.  However, directors may transact business at a meeting of the board where a majority of resident Canadian directors is not present if,

(a)a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting, and

(b)a majority of resident Canadian directors would have been present had the director been present at the meeting.

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3.08Chairman - - The Chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting:

Chairman of the Board,

President, or

A Vice-President who is a director.

If no such officer is present, the directors present shall choose one of their number to be Chairman.

3.09Votes to Govern - At all meetings of the board, every question shall be decided by a majority of the votes cast on the question.

3.10Casting Vote - In the case of an equality of votes on any question at a meeting of the board, the Chairman of the meeting shall be entitled to a second or casting vote.

3.11Disclosure of Interests in Contracts - Every director or officer of the Corporation who is a party to the material contract or proposed material contract with the Corporation, or is a director or officer or has a material interest in any corporation which is a party to a material contract or proposed material contract with the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of the meeting of directors the nature and extent of his interest as required by section 132 of the Act.

3.12Resolution in Lieu of Meeting - A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.  A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors.

3.13Delegation - - Directors may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or

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committee any of the powers of the directors.  If the directors appoint a committee of directors, a majority of the members of the committee must be resident Canadians.  Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

4.  REMUNERATION AND INDEMNIFICATION

4.01Remuneration - - Subject to the articles, the by-laws or any Unanimous Shareholders’ Agreement, the board may fix the remuneration of the directors.  Such remuneration shall be in addition to any salary or professional fees payable to a director who serves the Corporation in any other capacity.  In addition, directors shall be paid such sums in respect of their out-of-pocket expenses incurred in attending board, committee or shareholders’ meetings or otherwise in respect of the performance by them of their duties as the board may from time to time determine.

4.02Limitation of Liability - No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.

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4.03Indemnity of Directors and Officers - Except as provided in section 136 of the Act, every director and officer of the Corporation, every 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 a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives shall, from time to time, be indemnified and saved harmless by the Corporation 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 the Corporation; and

(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he has reasonable grounds for believing that his conduct was lawful.

4.04Insurance - - Subject to the limitations contained in the Act, the Corporation, may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.

5.  OFFICERS

5.01Election or Appointment - At the first meeting of the board after each election of directors, the board shall elect or appoint a president, and a secretary and if deemed advisable may appoint one or more vice-presidents, a general manager, a treasurer and such other officers as the board may determine including one or more assistants to any of the officers so appointed.  Any two of the said offices may be held by the same person.  If the same person holds the office of secretary and treasurer, he may, but need not, be known as the secretary-treasurer.

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5.02Term, Remuneration and Removal - The terms of employment and remuneration of all officers elected or appointed by the board (including the president) shall be determined from time to time by resolution of the board.  The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be determined.  All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board at any time with or without cause.

5.03President - - The president shall be the chief executive officer of the Corporation.  He shall, if present, preside at all meetings of the shareholders and of the directors and shall be charged with the general supervision of the business and affairs of the Corporation except the power to do anything referred to in sub-section 127(3) of the Act.  Except when the board has appointed a general manager or managing director, the president shall also have the powers and be charged with the duties of that office except the power to do anything referred to in sub-section 127(3) of the Act.

5.04Vice-President - - The vice-president, or if there are more than one, the vice-presidents in order of seniority (as determined by the board) shall be vested with all powers and shall perform all the duties of the president in the absence or disability or refusal to act of the president, except that he shall not preside at meetings of the directors or shareholders unless he is qualified to attend meetings of directors or shareholders as the case may be.  If a vice-president exercises any such duty or power, the absence or inability of the president shall be presumed with reference thereto.  A vice-president shall also perform such duties and exercise such powers as the president may from time to time delegate to him or the board may prescribe.

5.05General Manager - The general manager, if one is appointed, shall have the general management and direction, subject to the authority of the board and the supervision of

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the president, of the Corporation’s business and affairs and the power to appoint and remove any and all officers, employees and agents to the Corporation not elected or appointed directly by the board and to settle the terms of their employment and remuneration but shall not have the power to do any of the things set forth in sub-section 127(3) of the Act.  If and so long as the general manager is a director, he may but need not be known as the managing director.

5.06Secretary - - The secretary shall attend all meetings of the directors, shareholders and committees of the board and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; he shall give, or cause to be given, when instructed, notices required to be given to shareholders, directors, auditors and members of committees; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board.

5.07Treasurer - - The treasurer shall keep, or cause to be kept proper accounting records as required by the Act; he shall deposit or cause to be deposited all monies received by the Corporation in the Corporation’s bank account; he shall, under the direction of the board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board, whenever required, an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board.

5.08Other Officers - The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board requires of them.  Any of the powers and

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duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

5.09Variation of Duties - From time to time the board may vary, add to or limit the powers and duties of any officer or officers, but shall not delegate to any officer any of the powers set forth in sub-section 127(3) of the Act.

5.10Agents and Attorneys - The board shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

5.11Fidelity Bonds - The board may require such officers, employees and agents of the Corporation as it deems advisable to furnish bonds for the faithful performance of their duties, in such form and with such surety as the board may from time to time prescribe.

6.  MEETINGS OF SHAREHOLDERS

6.01Annual Meetings - The directors shall call the first annual meeting of shareholders not later than eighteen months after the Corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting.  The annual meeting of shareholders of the Corporation shall be held at such time and on such day in each year as the board may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be laid before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

6.02Special Meetings - The board may at any time call a special meeting of shareholders for the transaction of any business which may properly be brought before such a meeting of shareholders.  All business transacted at an annual meeting of shareholders, except

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consideration of the financial statements, auditor’s report, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

6.03Place of Meetings - Meetings of shareholders shall be held at the registered office of the Corporation, or at such other place within or outside of Ontario as the board from time to time determines.

6.04Notice of Meetings - Notice of the time and place of each meeting of shareholders shall be sent not less than 10 days and not more than 50 days before the date of the meeting to the auditor of the Corporation, to each director, and to each person whose name appears on the records of the Corporation at the close of business on the day next preceding the giving of the notice as a shareholder entitled to vote at the meeting. Notice of a special meeting of shareholders shall state:

(a)the nature of the business to be transacted at the meeting in sufficient detail to permit the shareholders to form a reasoned judgment thereon; and

(b)the text of any special resolution or by-law to be submitted to the meeting.

6.05Persons Entitled to be Present - The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation and others who although not entitled to vote are entitled or required under any provision of the Act or by-laws of the Corporation to be present at the meeting.  Any other persons may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

6.06Quorum - - The holders of a majority of the shares entitled to vote at a meeting of shareholders present in person by proxy constitutes a quorum for the transaction of business at any meeting of shareholders.

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6.07One Shareholder Meeting - If the Corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

6.08Right to Vote - At any meeting of shareholders, unless the articles otherwise provide, each share of the Corporation entitles the holder thereof to one vote at a meeting of shareholders.

6.09Joint Shareholders - Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders may in the absence of the others vote the shares but, if two or more of such persons who are present in person or by proxy, vote, they shall vote as one on the shares jointly held by them.

6.10Proxies - - Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxy holder or one or more alternate proxy holders who are not required to be shareholders to attend and act at the meeting in the manner and to the extend authorized by the proxy and with the authority conferred by the proxy.  A proxy shall be in writing and executed by the shareholder or by his attorney authorized in writing.  Subject to the requirements of the Act the instrument may be in such form as the directors from time to time prescribe or in such other form as the chairman of the meeting may accept as sufficient.  It shall be deposited with the Corporation before any vote is taken under its authority, or at such earlier time and in such manner as the board by resolution prescribes.

6.11Scrutineers - - At each meeting of shareholders one or more scrutineers may be appointed by a resolution of the meeting or by the chairman with the consent of the meeting to serve at the meeting.  Such scrutineers need not be shareholders of the Corporation.

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6.12Votes to Govern - Unless otherwise required by the Act, or the articles or by-laws of the Corporation, all questions proposed for the consideration of the shareholders at a meeting shall be decided by a majority of the votes cast thereon.

6.13Show of Hands - At all meetings of shareholders every question shall be decided by a show of hands unless a ballot thereon be required by the chairman or be demanded by a shareholder or proxyholder present and entitled to vote.  Upon a show of hands every person present and entitled to vote, has one vote regardless of the number of shares he represents.  After a show of hands has been taken upon any question, the chairman may require or any shareholder or proxyholder present and entitled to vote may demand a ballot thereon.  Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be so required or demanded, a declaration by the chairman that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question.  The result of the vote so taken and declared shall be the decision of the Corporation on the question.  A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

6.14Ballots - - If a ballot is required by the chairman of the meeting or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the chairman of the meeting directs.

6.15Adjournment - - The chairman of a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

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7.  SHARES

7.01Allotment - - Subject to any Unanimous Shareholders’ Agreement, the board may from time to time issue or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such time and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as prescribed by the Act.

7.02Lien for Indebtedness - Subject to the Act, the Corporation has a lien on shares registered in the name of a shareholder or his legal representative for any debt of the shareholder to the Corporation.  The Corporation may enforce the lien by:

(i)in the case of redeemable shares, redeeming the shares at their redemption price; and

(ii)in the case of all other shares by purchasing such shares at their book value for cancellation or for re-sale;

and by applying the value of such shares so determined to the debt of the shareholder.  In enforcing the lien as aforesaid the Corporation shall not be obliged to redeem or purchase all of the shares of that class but only the shares subject to the lien.  In electing to enforce the lien in this manner the Corporation shall not prejudice or surrender any other rights of enforcement of the lien which may in law be available to it or any other remedy available to the Corporation for collection of the debt or any part thereof.

7.03Share Certificates - Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate, or to a non-transferable written acknowledgement of his right to obtain a share certificate, stating the number and class or a series of shares held by him as shown on the records of the Corporation.  Share certificates and acknowledgements of a shareholder’s right to a share certificate shall be in such form as the board shall from time to time approve.  The share certificate shall be signed manually by at least one director or officer of the

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Corporation or by or on behalf of the registrar or transfer agent and any additional signatures required on the share certificate may be printed or otherwise mechanically reproduced thereon.

7.04Replacement of Share Certificates - The directors may by resolution prescribe, either generally or in a particular case, the conditions upon which a new share certificate may be issued to replace a share certificate which has been defaced, lost, stolen or destroyed.

7.05Transfer Agent and Registrar - The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch security registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent.  The board may at any time terminate any such appointment.

7.06Joint Shareholders - If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them.  Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividends, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.  DIVIDENDS

8.01Declaration - - Subject to the Act and the articles, the board may declare and the Corporation may pay a dividend to the shareholders according to their respective rights in the Corporation.  Such a dividend 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 money or property.

16

8.02Payment - - A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class in respect of which it has been declared, and mailed by ordinary mail postage prepaid to such registered holder at his last address appearing on the records of the Corporation.  In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and if more than one address appears on the books of the Corporation in respect of such joint holding the cheque shall be mailed to the first address so appearing.  The mailing of such cheque as aforesaid shall satisfy and discharge all liability for the dividend to the extent of the sum represented thereby, unless such cheque be not paid on presentation.

8.03Non-Receipt of Cheque - In the event of the non-receipt of any cheque for a dividend by the person to whom it is so sent as aforesaid, the Corporation on proof of such non-receipt and upon satisfactory indemnity being given to it shall issue to such person a replacement cheque for a like amount.

8.04Purchase of Business as of Past Date - Where any business is purchased by the Corporation as from a past date (whether such date be before of after the incorporation of the Corporation) upon terms that the Corporation shall as from that date take the profits and bear the losses of the business, such profits or losses as the case may be shall, at the discretion of the directors be credited or debited wholly or in part to revenue account, and in that case the amount so credited or debited shall, for the purpose of ascertaining the fund available for dividends, be treated as a profit or loss arising from the business of the Corporation.

9.  FINANCIAL YEAR

9.01Financial Year - The financial or fiscal year of the Corporation shall end on the 30th day of June in each year.

17

10.  NOTICES

10.01Method of Giving Notice - Any notice, communication or other document to be given by the Corporation to a shareholder, director, officer, or auditor of the Corporation under any provision of the Act, the articles or by-laws shall be sufficiently given if delivered personally to the person to whom it is to be given, or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary mail or if sent to him at his recorded address by any means of any prepaid transmitted or recorded communication.  A notice so delivered shall be deemed to have been given when it is delivered personally or delivered to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office of public letter box and shall be deemed to have been received on the fourth day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been received on the fifth day after so depositing; appropriate communication company or agency or its representative for dispatch.  The secretary may change or cause to be changed the recorded address of any shareholder, director, officer or auditor of the Corporation in accordance with any information believed by him to be reliable.  The recorded address of a director shall be his latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current.

10.02Computation of Time - In computing the date when notice must be given under any provision of the articles or by-laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall, unless otherwise provided, be included.

10.03Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer, or auditor, or the non-receipt of any notice by any shareholder, director, officer, or auditor or any error in any notice not affecting the substance thereof shall not

18

invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

10.04Notice to Joint Shareholders - All notices with respect to any shares registered in more than one name may if more than one address appears on the records of the Corporation in respect of such joint holding, be given to such joint shareholders at the first address so appearing, and notice so given shall be sufficient notice to all the holders of such shares.

10.05Persons Entitled by Death or Operation of Law - Every person who by operation of law, by transfer or the death of a shareholder or otherwise becomes entitled to shares, is bound by every notice in respect of such shares which has been duly given to the registered holder of such shares prior to his name and address being entered on the records of the Corporation.

10.06Waiver of Notice - Any shareholder (or his duly appointed proxy) director, officer or auditor may waive any notice required to be given under the articles or by-laws of the Corporation and such waiver, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving of such notice.

10.07Signatures to Notices - The signatures to any notice to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

11.  EXECUTION OF DOCUMENTS

11.01Signing Officers - Deeds, transfers, assignments, contracts and obligations of the Corporation may be signed by the president or a vice-president or a director together with the secretary or treasurer or an assistant secretary or assistant treasurer or another director.  Notwithstanding this, the board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts or obligations may be signed.

19

11.02Seal - - Any person authorized to sign any document may affix the corporate seal thereto.

12.  EFFECTIVE DATE

12.01Effective Date - This by-law comes into force upon confirmation by the shareholders of the Corporation in accordance with the Act.

13.  REPEAL

13.01Repeal - - Upon this by-law coming into force, By-law Number of the Corporation is repealed provided that such repeal shall not affect the previous operation of such by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its repeal.

ENACTED this 30th day of June 1991

/s/ Garnet H. Collett		/s/ Garnet H. Collett
	President		Secretary
	Garnet H. Collett		Garnet H. Collett
			(Corporate Seal)

20

The foregoing by-law is hereby passed by the directors of the Corporation pursuant to the Business Corporations Act, 1982 as evidenced by the respective signatures hereto of all the directors.

Dated the 30th day of June 1991

/s/ Garnet H. Collett
	Garnet H. Collett

In lieu of confirmation as a general meeting of the shareholders, we the undersigned, being all of the shareholders of the Corporation entitled to vote at a meeting of shareholders, hereby confirm in writing the above by-law pursuant to the Business Corporations Act, 1982.

Dated the 30th day of June 1991

/s/ Garnet H. Collett		/s/ Gertrude M. Collett
	Garnet H. Collett		Gertrude M. Collett

21

BY-LAW NO. 2

A By-law respecting the borrowing of money and the issuing of securities by:

CONFERENCE CUP LTD.

(herein called the “Corporation”)

BE IT ENACTED as a By-law of the Corporation as follows:

1.Without limiting the borrowing powers of the Corporation as set forth in the Business Corporations Act, 1982 (the “Act”) the Directors of the Corporation may, from time to time, without the authorization of the Shareholders:

(a)borrow money upon the credit of the Corporation;

(b)issue, re-issue, sell or pledge debt obligations of the Corporation, including without limitation, bonds, debentures, notes or other similar obligations of the Corporation whether secured or unsecured;

(c)subject to Section 20 of the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d)charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, real or personal, movable or immovable, property of the Corporation, including without limitation, book debts, rights, powers, franchises and undertakings, to secure any present or future indebtedness, liabilities or other obligations of the Corporation.

2.The Directors may, from time to time, by resolution delegate any or all of the powers referred to in paragraph 1 of this By-law to a Director, a Committee of Directors or one or more officers of the Corporation.

PASSED by the Directors and sealed with the Corporation’s seal this 30th day of June 1991

	/s/ Garnet H. Collett
		President
		Garnet H. Collett
	/s/ Garnet H. Collett
		Secretary
SEAL		Garnet H. Collett

22

The foregoing By-law is hereby passed by the Directors of the Corporation pursuant to the Business Corporations Act, 1982 as evidenced by the respective signatures hereto of all the Directors.

Dated the 30th day of June 1991

/s/ Garnet H. Collett
	Garnet H. Collett

In lieu of confirmation at a general meeting of the Shareholders, we the undersigned, being all of the Shareholders of the Corporation entitled to vote at a meeting of Shareholders, hereby confirm in writing the above By-law pursuant to the Business Corporations Act, 1982.

Dated the 30th day of June 1991

/s/ Garnet H. Collett		/s/ Gertrude M. Collett
	Garnet H. Collett		Gertrude M. Collett

23

EX-3.57

Exhibit 3.57

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

In compliance with the requirements of section 204 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P.  S. § 1204) the undersigned, desiring to be incorporated as a business corporation, hereby certifies (certify) that:

1.The name of the corporation is:

Edward P. Fitts, Jr., Inc.

2.The location and post office address of the initial registered office of the corporation in this Commonwealth is:

Apt. G–668 Summit House
(NUMBER)	(STREET)

West Chester	Pennsylvania	19380
(CITY)		(ZIP CODE)

3.The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

To have unlimited powers to engage in and to do any lawful act concerning any and all lawful business for which this corporation may be incorporated under the Business Corporation Act of May 5, 1933, P.L. 364, as amended.

4.The term for which the corporation is to exist is:  Perpetual

5.The aggregate number of shares which the corporation shall have authority to issue is:

One Thousand (1,000) Shares of Common Stock without par value.

6.The name(s) and post office address(es) of each incorporator(s) and the number and class of shares subscribed by such incorporator(s) is (are):

NAME	ADDRESS (including street and number, if any)	NUMBER AND CLASS OF SHARES
Joseph R. Pozzuolo	1314 Chestnut St., 14th Fl. Phila., PA 19107	One (1) Share of Common Stock without par value

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these Articles of Incorporation this 6^th day of July, 1979

(SEAL)	(SEAL)
	(SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

A.For general instructions relating to the incorporation of business corporations see 19 Pa. Code Ch. 35 (relating to business corporations generally).  These instructions relate to such matters as corporate name, stated purposes, term of existence, authorized share structure and related authority of the board of directors, inclusion of names of first directors in the Articles of Incorporation, optional provisions on cumulative voting for election of directors, etc.

B.One or more corporations or natural persons of full age may incorporate a business corporation

C.Optional provisions required or authorized by law may be added as Paragraphs 7, 8, 9 . . .. etc.

D.The following shall accompany this form:

(1)Three copies of Form DSCB:BCL—206 (Registry Statement Domestic or Foreign Business Corporation).

(2)Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name).

(3)Any necessary governmental approvals.

E.BCL §205 (15 Pa. S. § 1205) requires that the incorporators shall advertise their intention to file or the corporation shall advertise the filing of articles of incorporation.  Proof of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation.

79:38  378

689400

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, Under the provisions of the Business Corporation Law, approved the 5^th day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation organized under the terms of that law, and

Whereas, The stipulations and conditions of that law have been fully complied with by the persons desiring to incorporate as

EDWARD P. FITTS, JR, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, create, erect, and incorporate the incorporators of and the subscribers to the shares of the proposed corporation named above, their associates and successors, and also those who may thereafter become subscribers or holders of the shares of such corporation, into a body politic and corporate in deed and in law by the name chosen hereinbefore specified, which shall exist perpetually and shall be invested with and have and enjoy all the powers, privileges, and franchises incident to a business corporation and be subject to all the duties, requirements, and restrictions specified and enjoined in and by the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 9th day of July in the year of our Lord one thousand nine hundred and seventy-nine and of the Commonwealth the two hundred and fourth
	/s/ Ethel D. Allen
	Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. §1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that:

1.The name of the corporation is:

Edward P. Fitts, Jr., Inc.

2.The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

Apt. G–668 Summit House
(NUMBER)	(STREET)

West Chester	Pennsylvania	19380
(CITY)		(ZIP CODE)

3.The address to which the registered office in this Commonwealth is to be changed is:

Boot Road and Chestnut Street
(NUMBER)	(STREET)

Downingtown	Pennsylvania	19335
(CITY)		(ZIP CODE)

4.Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 25^th day of September, 1979.

	Edward P. Fitts, Jr., Inc.
	(NAME OF CORPORATION)
By	/s/ Edward P. Fitts, Jr.
	(SIGNATURE)
	President
	(TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:
/s/ Edward P. Fitts, Jr.
(SIGNATURE)
Secretary
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

Articles
of
Amendment COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
689743

In compliance with the requirements of Article VIII of the Business Corporation Law approved the 5^th day of May, 1933, P.L. 364, as amended, the applicant desiring to amend its Articles hereby certifies, under its corporate seal that:

1.The name of the corporation is:  Edward P. Fitts, Jr., Inc.

2.The location of its registered office is:  Boot Road and Chestnut Street, Downingtown, PA 19335.

3.The corporation was formed under the Act of May 5, 1933, (P.L. 364), (15 P.S. 1204), the Business Corporation Law.

4.Its date of incorporation is:  July 9, 1979.

5.The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the Shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6.At the time of the actions of the Shareholders:

(a)The total number of shares outstanding was:  150 Shares of Common Stock.

(b)The number of shares entitled to vote was:  150 Shares of Common Stock.

7.In the action taken by the Shareholders:

(a)The number of shares voted in favor of the amendment was:  unanimous.

(b)The number of shares voted against the amendment was:  zero.

8.The amendment adopted by the Shareholders, set forth in full, follows:

Article I - the name of the corporation is to be amended to read as follows:  DOPACO, INC.

IN TESTIMONY WHEREOF, the applicant has caused these Articles of Amendment to be signed by its President or Vice-President and its corporate seal, duly attested by its Secretary or Treasurer, to be hereunto affixed this 9^th day of June, 1980.

ATTEST:	EDWARD P. FITTS, JR., INC.
/s/ James P. Smyth	By:	/s/ Edward P. Fitts, Jr.
JAMES P. SMYTH, SECRETARY	EDWARD P. FITTS, JR., PRESIDENT

(CORPORATE)

(       SEAL       )

Approved and filed in the Department of State on the 12^th day of June A.D. 1980.

/s/ William R. Davis

SECRETARY OF THE COMMONWEALTH

slg

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

EDWARD P. FITTS, JR., INC.
name changed to
DOPACO, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 12th day of June in the year of our Lord one thousand nine hundred and eighty, and of the Commonwealth the two hundred and fourth.
	/s/ William R. Davis
	Secretary of the Commonwealth slg

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

ARTICLES OF AMENDMENT –
DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. §1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that:

1.The name of the corporation is:

Dopaco, Inc.

2.The location of its registered office in this Commonwealth is:

Boot Road and Chestnut Street
Downingtown, PA 19335

3.The statute by or under which it was incorporated is:

Act of May 5, 1933, (P.L. 364), (15 P.S. 1204), the Business Corporation Law

4.The date of its incorporation is:  July 9, 1979

5.The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6.At the time of the action of shareholders:

(a)The total number of shares outstanding was:

150 Shares of Common Stock

(b)The number of shares entitled to vote was:

150 Shares of Common Stock

7.In the action taken by the shareholders:

(a)The number of shares voted in favor of the amendment was:

Unanimous

(b)The number of shares voted against the amendment was:

Zero

8.The amendment adopted by the shareholders, set forth in full, is as follows:

Article I – the name of the corporation is to be amended to read as follows:  Dopaco PA, Inc.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 26^th day of September, 1983

		DOPACO, INC.
BY:	/s/ G. Joseph Villani	BY:	/s/ Edward P. Fitts, Jr.
	G. JOSEPH VILLANI, SECRETARY		EDWARD P. FITTS, JR., PRESIDENT

(CORPORATE SEAL)

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

DOPACO, INC.
name changed to
DOPACO PA, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 28th day of September in the year of our Lord one thousand nine hundred and eighty-three and of the Commonwealth the two hundred and eighth.
	/s/ William R. Davis
	Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

Consent to Use of
Similar Name

Pursuant to 19 Pa. Code §17.3 (relating to use of a deceptively similar name) the undersigned corporation, desiring to consent to the use by another corporation of a name which is deceptively similar to its name, does hereby certify that:

1.The name of the corporation execution this Consent to Use of Similar Name is:

Dopaco, Inc.

2.The address of the registered office of the corporation is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

Boot Road and Chestnut Street
Downingtown, PA 19335

3.The date of its incorporation is:  September 28, 1983

4.The statute under which it was incorporated is:

Act of May 5, 1933, (P.L. 364), (15 P.S. 1204), the Business Corporation Law.

5.The corporation(s) entitled to the benefit of this Consent to Use of Similar Name is:

Dopaco PA, Inc.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this consent to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 6^th day of March, 1984.

	DOPACO, INC.
/s/ G. Joseph Villani	BY:	/s/ Edward P. Fitts, Jr.
G. JOSEPH VILLANI, SECRETARY	EDWARD P. FITTS, JR., PRESIDENT

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

ARTICLES OF AMENDMENT –
DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. §1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that:

1.The name of the corporation is:

Dopaco PA, Inc.

2.The location of its registered office in this Commonwealth is:

Boot Road and Chestnut Streets
Downingtown, PA 19335

3.The statute by or under which it was incorporated is:

Act of May 5, 1933, (P.L. 364), (15 P.S. 1204), the Business Corporation Law

4.The date of its incorporation is:  July 9, 1979

5.The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6.At the time of the action of shareholders:

(a)Total number of shares outstanding was:

One Hundred (100) Shares of Common Stock

(b)The number of shares entitled to vote was:

One Hundred (100) Shares of Common Stock

7.In the action taken by the shareholders:

(a)The number of shares voted in favor of the amendment was:

One Hundred (100) Shares of Common Stock

(b)The number of shares voted against the amendment was:

-0-

8.The amendment adopted by the shareholders, set forth in full, is as follows:

Article I – the name of the corporation is to be amended to read as follows:  Dopaco, Inc.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 6^th day of March, 1984

	DOPACO PA, INC.
/s/ G. Joseph Villani	BY:	/s/ Edward P. Fitts, Jr.
G. JOSEPH VILLANI, SECRETARY	EDWARD P. FITTS, JR., PRESIDENT

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

DOPACO PA, INC.
name changed to
DOPACO, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 8th day of March in the year of our Lord one thousand nine hundred and eighty-four and of the Commonwealth the two hundred and eighth.
	/s/ William R. Davis
	Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. §1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that:

1.The name of the corporation is:

Dopaco, Inc.

2.The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

Boot Road and Chestnut Street
(NUMBER)	(STREET)

Downingtown,	Pennsylvania	19335
(CITY)		(ZIP CODE)

3.The address to which the registered office in this Commonwealth is to be changed is:

241 Woodbine Road
(NUMBER)	(STREET)

Downingtown	Pennsylvania	19335
(CITY)		(ZIP CODE)

4.Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 13^th day of May, 1986.

	Dopaco, Inc.
	(NAME OF CORPORATION)
By	/s/ Edward P. Fitts, Jr.
	(SIGNATURE)
	Edward P. Fitts, Jr. President
	(TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:
/s/ G. Joseph Villani
(SIGNATURE)
G. Joseph Villani, Secretary
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

ARTICLES OF AMENDMENT –
DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of Section 1911 of the Business Corporation Law, Act of December 21, 1988 (P.L. 1444 of 177) (15 P.S. Section 1801) as amended, the undersigned corporation, desiring to amend its Articles, does hereby certify that:

1.The name of the corporation is:

Dopaco, Inc.

2.The location of its registered office in this Commonwealth is:

241 Woodbine Road
Downingtown, PA 19335

3.The statute by or under which it was incorporated is:

Act of May 5, 1933, (P.L. 364), (15 P.S. 1006), the Pennsylvania Business Corporation Law, as amended

4.The date of its incorporation is:  July 9, 1979

5.The amendment was adopted by a consent in writing, setting forth the action so taken, signed by the sole Shareholder entitled to vote thereon and filed with the Secretary of the corporation.

6.At the time of the action of the sole Shareholder:

(a)The total number of shares outstanding was:

One Hundred (100) Shares of Common Stock

(b)The number of shares entitled to vote was:

One Hundred (100) Shares of Common Stock

7.In the action taken by the sole Shareholder:

(a)The number of shares voted in favor of the amendment was:

One Hundred (100) Shares of Common Stock

(b)The number of shares voted against the amendment was:

Zero (0)

8.The amendment adopted by the sole Shareholder, set forth in full, is as follows:

Article V of the Articles of Incorporation of this Corporation is amended to read as follows:

Article V.  The aggregate number of shares which the Corporation shall have authority to issue is:

Five Million (5,000,000) Shares of Common Stock without par value, which stock may be issued by the Corporation from time to time for such consideration in labor, service, money or property as may be fixed by the Board of Directors.

The Corporation shall change each share of Common Stock presently issued and outstanding into ten thousand (10,000) shares of Common Stock without par value so as to effect a ten thousand (10,000) to one (1) stock split of said issued and outstanding shares.

The Corporation shall be authorized to implement said exchange at the close of business on the date of the taking effect of these Articles of Amendment, being the date of the filing and recording of the Articles of Amendment in the Office of the Secretary of the Commonwealth of Pennsylvania.  The holder of record of all issued and outstanding Certificates of shares of Common Stock of the Corporation shall be entitled to receive additional Certificates of shares for fully paid and non-assessable Common Stock in accordance with this ten thousand (10,000) to one (1) stock split.

IN TESTIMONY WHEREFORE, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 14^th day of May, 1991.

ATTEST:	DOPACO, INC.
/s/ G. Joseph Villani	BY:	/s/ Edward P. Fitts, Jr.
G. JOSEPH VILLANI, SECRETARY	EDWARD P. FITTS, JR., PRESIDENT

Microfilm Number		Filed with the Department of State on	April 22 1997
Entity Number	689400	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.The name of the corporation is:   DOPACO, INC.

2.The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	241 Woodbine Road,	Downingtown,	PA	19335	Chester County
	Number and Street	City	State	Zip	County

(b) c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.The statute by or under which it was incorporated is:  Pennsylvania Business Corporation Law, Act of May 5, 1933, as amended

4.The date of its incorporation is:  July 9, 1979

5.(Check, and if appropriate complete, one of the following):

ý	The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
o	The amendment shall be effective on:		at
		Date		Hour

6.(Check one of the following):

ý	The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).
ý	The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7.(Check, and if appropriate complete, one of the following):

ý The amendment adopted by the corporation, set forth in full, is as follows:

RESOLVED, that the Articles of Incorporation of this Corporation be and it hereby is amended by adding the following section:

The shareholders shall not have the right to cumulate their shares in voting for the election of directors.

o The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8.(Check if the amendment restates the Articles):

o The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 21^st day of April, 1997.

DOPACO, INC.
BY:	/s/ G. Joseph Villani
(Signature)
TITLE:		G. Joseph Villani, President

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

	Entity Number 689400		Decennial Report of Association Continued Existence (54 Pa.C.S. § 503)
	Name JOSEPH R. POZZUOLO, ESQUIRE				Document will be returned to the name and address you enter to the left. Ü
Address 2033 WALNUT STREET
City		State		Zip Code
PHILADELPHIA		PA		19103

Fee: $52	Filed in the Department of State on Dec. 20 2001
	Secretary of the Commonwealth

In compliance with the requirements of 54 Pa.C.S. § 503 (relating to decennial filings required) the undersigned association hereby states that:

1.The name of the association to which this report relates is:

DOPACO, INC.

2.The (a) address of this association’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street	City	State	Zip	County
241 WOODBINE ROAD	DOWNINGTOWN	PA	19335	CHESTER
(b) Name of Commercial Registered Office Provider				County

3.The association has not during the preceding ten years made any filing in the Department a permanent record of which is retained by the Department.

4.The association continues to exist.

IN TESTIMONY WHEREOF, the undersigned association has caused this Decennial Report of Association Continued Existence to be signed by a duly authorized officer this 8^th day of December, 2001.

DOPACO, INC.

Name of Association

/s/ Lori Meeth

Signature

Vice President

Title

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

November 29, 2004

TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:

DOPACO, INC.

I, Pedro A. Cortés, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct photocopy of Articles of Incorporation and all Amendments

which appear of record in this department

IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written.

/s/ Pedro A. Cortes

Secretary of the Commonwealth

EX-3.58

Exhibit 3.58

AMENDED AND RESTATED

BYLAWS

OF

DOPACO, INC.

BYLAWS

Table of contents

ARTICLE I - OFFICES
Section 1-1.	Registered Office
ARTICLE II - MEETINGS OF SHAREHOLDERS-ANNUAL FINANCIAL STATEMENTS
Section 2-1.	Place of Meetings of Shareholders
Section 2-2.	Annual Meeting of Shareholders
(a)	Time
(b)	Election of Directors
Section 2-3.	Special Meetings of Shareholders
Section 2-4.	Notices of Meetings of Shareholders
Section 2-5.	Quorum of and Action by Shareholders
(a)	General Rule
(b)	Action by Shareholders
(c)	Withdrawal
(d)	Election of Directors at Adjourned Meetings
(e)	Conduct of Other Business at Adjourned Meetings
Section 2-6.	Adjournments
(a)	General Rule
(b)	Lack of Quorum
(c)	Notice of an Adjourned Meeting
Section 2-7.	Voting List, Voting and Proxies
(a)	Voting List
(b)	Voting
(c)	Proxies
(d)	Judges of Election.
Section 2-8.	Participation in Meetings by Conference Telephone
Section 2-9.	Action by Unanimous Consent of Shareholders
Section 2-10.	Action by Less than Unanimous Consent of Shareholders
Section 2-11.	Annual Financial Statements

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ARTICLE III - BOARD OF DIRECTORS
Section 3-1.	General Powers
Section 3-2.	Composition and Selection
(a)	Number of Directors
(b)	Selection of Directors
(c)	Alternate Directors
Section 3-3.	Action by Board of Directors
Section 3-4.	Term
Section 3-5.	Place of Meeting
Section 3-6.	Regular Meetings
Section 3-7.	Special and Quarterly Meetings
Section 3-8.	Participation in Meetings by Conference Telephone
Section 3-9.	Notices of Meeting of Board of Directors
(a)	Regular Meetings
(b)	Special Meetings
Section 3-10.	Quorum
Section 3-11.	Informal Action by the Board of Directors
Section 3-12.	Powers
(a)	General Powers
(b)	Specific Powers
Section 3-13.	Removal of Directors by Shareholders
Section 3-14.	Vacancies
ARTICLE IV - OFFICERS
Section 4-1.	Appointment of Officers
Section 4-2.	Compensation
Section 4-3.	Term
Section 4-4.	Powers and Duties of Chairman of the Board
Section 4-5.	Powers and Duties of President
Section 4-6.	Powers and Duties of Vice President
Section 4-7.	Powers and Duties of Secretary
Section 4-8.	Powers and Duties of Treasurer

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Section 4-9.	Delegation of Office
Section 4-10.	Vacancies
ARTICLE V - CAPITAL STOCK
Section 5-1.	Share Certificates
(a)	Execution
(b)	Designations, etc
(c)	Fractional Shares
Section 5-2.	Transfer of Shares
Section 5-3.	Determination of Shareholders of Record
(a)	Fixing Record Date
(b)	Determination when No Record Date Fixed
(c)	Certification by Nominee
Section 5-4.	Lost Share Certificates
Section 5-5.	Uncertificated Shares
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS
Section 6-1.	Contents of Notice
Section 6-2.	Method of Notice
Section 6-3.	Computing Time Periods
(a)	Days to be Counted
(b)	One Day Notice
Section 6-4.	Waiver of Notice
ARTICLE VII - LIMITATION OF DIRECTORS’ LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 7-1.	Limitation of Directors’ Liability
Section 7-2.	Indemnification and Insurance
(a)	Indemnification of Directors and Officers
(b)	Indemnification of Employees and Other Persons
(c)	Non-Exclusivity of Right
(d)	Insurance
(e)	Fund For Payment of Expenses

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Section 7-3.	Amendment
Section 7-4.	Changes in Pennsylvania Law
ARTICLE VIII - FISCAL YEAR
Section 8-1.	Determination of Fiscal Year
ARTICLE IX - AMENDMENTS
Section 9-1.
(a)	Shareholders
(b)	Board of Directors
ARTICLE X - INTERPRETATION OF BYLAWS - SEPARABILITY
Section 10-1.	Interpretation
Section 10-2.	Separability
ARTICLE XI - DETERMINATIONS BY THE BOARD
Section 11-1.	Effect of Board Determinations

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BYLAWS OF

Dopaco, Inc.

ARTICLE I - OFFICES

Section 1-1.  Registered Office.  The registered office of the Corporation shall be located within the Commonwealth of Pennsylvania at such place as the Board of Directors (hereinafter referred to as the “Board of Directors” or the “Board”) shall determine from time to time.

ARTICLE II - MEETINGS OF SHAREHOLDERS - ANNUAL FINANCIAL STATEMENTS

Section 2-1.  Place of Meetings of Shareholders.  Meetings of shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as may be fixed from time to time by the Board of Directors.  If no such place is fixed by the Board of Directors, meetings of the shareholders shall be held at the registered office of the Corporation.

Section 2-2.  Annual Meeting of Shareholders.

(a)Time.  A meeting of the shareholders of the Corporation shall be held in each calendar year, commencing with the year 1997, at such time as the Board of Directors may determine, or if the Board of Directors fails to set a time, on the 15th day of June at 10:00 o’clock a.m., if not a Saturday, Sunday or legal holiday, and if such day is a Saturday, Sunday or legal holiday, then such meeting shall be held on the next business day.  If the annual meeting is not called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.

(b)Election of Directors.  At such annual meeting, there shall be held an election of directors.

Section 2-3.  Special Meetings of Shareholders.  Except as expressly required by law, special meetings of the shareholders may be called at any time only by:

(a)the Chairman of the Board, if any, if such officer is serving as the chief executive officer of the Corporation, and otherwise the President of the Corporation;

(b)the Board of Directors; or

(c)shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular special meeting.

Upon the written request of any person who has called a special meeting, under these Bylaws or applicable law, which request specifies the general nature of the business to be transacted at such meeting, it shall be the duty of the Secretary to fix the time and place of such meeting, which shall be held not less than five nor more than 60 days after the receipt of such request, and to give due notice thereof as required by Section 2-4 hereof.  If the Secretary neglects or refuses to fix the time and place of such meeting, the person or persons calling the

meeting may do so.  Business transacted at any special meeting shall be confined to the subjects stated in the notice for the meeting and matters germane thereto, unless all shareholders entitled to vote are present at such meeting and consent to the consideration of any additional subject.

Section 2-4.  Notices of Meetings of Shareholders.  Written notice, complying with Article VI of these Bylaws, stating the place and time and, in the case of special meetings, the general nature of the business to be transacted at any meeting of the shareholders shall be given to each shareholder of record entitled to vote at the meeting, except as provided in Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended (the “Pennsylvania BCL”), at least five days prior to the day named for the meeting, provided that notice shall be given at least ten days prior to the day named for a meeting to consider a fundamental change under Chapter 19 of the Pennsylvania BCL.  Such notices may be given by, or at the direction of, the Secretary or other authorized person.  If the Secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

Section 2-5.  Quorum of and Action by Shareholders.

(a)General Rule.  Except as provided in subsections (c), (d) and (e) of this Section 2-5, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purpose of consideration and action on the matter.  Unless the Pennsylvania BCL permits otherwise, this Section 2-5(a) may be modified only by a Bylaw amendment adopted by the shareholders.

(b)Action by Shareholders.  Whenever any corporate action is to be taken by vote of the shareholders of the Corporation at a duly organized meeting of shareholders, it shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon, except, prior to the Expiration Date, as defined in Section 3-2 hereof, pursuant to the terms of the Shareholders Agreement among the member companies of the Paperboard Group, as defined in Section 3-2 hereof, Edward P. Fitts, Jr., the Corporation and the Fitts Voting Trust, dated May 2, 1997 (the “Shareholders Agreement”), certain actions of the shareholders require authorization by the affirmative vote all of the shareholders entitled to vote thereon and certain other actions require the authorization by the affirmative vote of a majority of the shareholders entitled to vote thereon.  Unless the Pennsylvania BCL permits otherwise, this Section 2-5(b) may be modified only by a By-law amendment adopted by the shareholders.

(c)Withdrawal.  Subject to the terms of Sections 3.5 and 3.6 of the Shareholders Agreement, the shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(d)Election of Directors at Adjourned Meetings.  Subject to the terms of Section 3.2 of the Shareholders Agreement, in the case of any meeting called for the election of directors, those shareholders who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of electing Directors.

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(e)Conduct of Other Business at Adjourned Meetings.  Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned because of an absence of a quorum, although less than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of meeting upon the meeting being reconvened, by written notice to all the shareholders, at a place and time (not less than three days and not more than 20 days after the date thereof) to be specified in such notice.

Section 2-6.  Adjournments.

(a)General Rule.  Adjournments of any regular or special meeting of shareholders may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding 15 days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.

(b)Lack of Quorum.  If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this Section 2-6, adjourn the meeting to such time and place as they may determine.

(c)Notice of an Adjourned Meeting.  When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new record date for the adjourned meeting.

Section 2-7.  Voting List, Voting and Proxies.

(a)Voting List.  The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each.  The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof except that, if the Corporation has 5,000 or more shareholders, in lieu of the making of the list the Corporation may make the information therein available at the meeting by any other means.

(b)Voting.  Except as otherwise specifically provided by law, all matters coming before the meeting shall be determined by a vote of shares.  Such vote shall be taken by voice unless a shareholder demands, before the vote begins, that it be taken by ballot.

(c)Proxies.  At all meetings of shareholders, shareholders entitled to vote may attend and vote either in person or by proxy.  Every proxy shall be executed in writing by the shareholder or by such shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation.  A proxy, unless coupled with an interest (as defined in Section 1759(c) of the Pennsylvania BCL), shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation.  An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein.  A proxy shall not be revoked by the death or incapacity of

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the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the Corporation.

(d)Judges of Election.  In advance of any meeting of shareholders of the Corporation, the Board of Directors may appoint one or three Judges of Election, who need not be shareholders and who will have such duties as provided in Section 1765(a)(3) of the Pennsylvania BCL, to act at the meeting or any adjournment thereof.  If one or three Judges of Election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint one or three Judges of Election at the meeting.  In case any person appointed as a Judge of Election fails to appear or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer.  A person who is a candidate for office to be filled at the meeting shall not act as a Judge of Election.  Unless the Pennsylvania BCL permits otherwise, this Section 2-7(d) may be modified only by a Bylaw amendment adopted by the shareholders.

Section 2-8.  Participation in Meetings by Conference Telephone.  Unless determined to the contrary by the Board of Directors in advance of a particular meeting with respect to that meeting, any person who is otherwise entitled to participate in any meeting of the shareholders may attend, be counted for the purposes of determining a quorum and exercise all rights and privileges to which such person might be entitled were such person personally in attendance, including the right to vote, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if such communications equipment is present in the meeting room.

Section 2-9.  Action by Unanimous Consent of Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders or a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing (executed personally or by proxy), shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.  In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.  Facsimiles of signatures of shareholders shall be deemed to be originals for the purposes of this Section 2-9.

Section 2-10.  Action by Less than Unanimous Consent of Shareholders.  Subject to the terms of Sections 3.5 and 3.6 of the Shareholders Agreement, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.  The consents shall be filed with the Secretary of the Corporation.  In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.  The action shall not become effective until after at least ten days’ written notice of such action shall have been given to each shareholder entitled to vote thereon who has not consented thereto.  Facsimiles of signatures of shareholders shall be deemed to be originals for the purposes of this Section 2-10.

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Section 2-11.  Annual Financial Statements.  Unless otherwise agreed between the Corporation and a shareholder, the Corporation shall furnish to its shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and statement of income and expenses for the fiscal year.  The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries.

The financial statements shall be mailed by the Corporation to each of its shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon request, shall be mailed by the Corporation to any shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not previously been mailed.  Statements that are audited or reviewed by a public accountant shall be accompanied by the report of the accountant; in other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation (i) stating such person’s reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not, describing the basis of presentation, and (ii) describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

ARTICLE III - BOARD OF DIRECTORS

Section 3-1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all powers of the Corporation are hereby granted to and vested in the Board of Directors, except as otherwise expressly provided in these By-Laws, the Articles of Incorporation, or by law.

Section 3-2.  Composition and Selection.

(a)Number of Directors.  The Board of Directors shall consist of six members; provided that, from time to time hereafter, subject to the terms of subparagraph (b) of this Section 3-2, the majority of the entire Board of Directors may act by resolution to increase or decrease the number of directors on the Board of Directors.

(b)Selection of Directors.  Commencing on a date upon which the Corporation has issued shares of its stock to Paperboard U.S. Holdings, Inc. (“PHI” and, together with Paperboard Industries Corporation and Paperboard Industries International Inc., the “Paperboard Group”) and continuing until the Expiration Date which shall be the earliest of the date on which:  (i) the Shareholders Agreement is terminated; or (ii) pursuant to the terms of Sections 3.8 and 12.2 of the Shareholders Agreement, the provisions set forth therein relating to representation on the Board of Directors terminate, the Board of Directors shall consist of six directors, it being understood that:

(i)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for more than 80% of the then issued and outstanding shares of the Corporation’s common stock (“Shares”) shall have six nominees on the Board of Directors;

5

(ii)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for more than 65% but not more than 80% of the Shares shall have five nominees on the Board of Directors of the Corporation;

(iii)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for more than 50% but not more than 65% of the Shares shall have four nominees on the Board of Directors of the Corporation;

(iv)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for 50% of the Shares shall have three nominees on the Board of Directors of the Corporation;

(v)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for at least 35% but less than 50% of the Shares shall have two nominees on the Board of Directors of the Corporation; and

(vi)a Shareholder, as defined in the Shareholders Agreement, having the right to cast votes for at least 20% but less than 35% of the Shares shall have one nominee on the Board of Directors of the Corporation.

If, in order to comply with the above provisions, a Shareholder, as defined in the Shareholders Agreement, must at any time reduce the number of its nominees on the Board of Directors, such Shareholder shall cause, upon written notice from the other Shareholder, as defined in the Shareholders Agreement, the resignation of such number of its nominees on the Board of Directors as are in excess of the number of nominees to which it is entitled pursuant to this Section 3-2.  Upon any such resignation, the resulting vacancy shall be filled by the Shareholders, as defined in the Shareholders Agreement, such that the Board of Directors is composed of persons nominated pursuant to this Section 3-2.

The directors shall be elected, removed, and replaced by the vote of the shareholders or by the unanimous written consent of the shareholders in lieu of a meeting based on a slate of directors nominated in accordance with the terms of this Section.  Directors nominated by the Paperboard Group hereinafter are referred to as the Paperboard Directors and directors nominated by the shareholders other than the member companies of the Paperboard Group (the “Management Team”) hereinafter are referred to as the Management Team Directors.  Each director must be a natural person at least 18 years of age.

(c)Alternate Directors.  The provisions of this subparagraph shall terminate on the Expiration Date.  Paperboard Group shall have the right to select one alternate for each of the Paperboard Directors and the Management Team shall have the right to select one alternate director for each of the Management Team Directors.  Each of Paperboard Group and the Management Team shall give written notice to the Corporation of the names of the alternates selected by each of them (each, an “Alternate”).  Provided that the Corporation has received the foregoing notice prior to the date of a meeting or other action of the Board of Directors, in the absence or unavailability of the director in place of whom an Alternate has been designated to serve, the Alternat may attend the meeting of the Board of Directors, vote on any matter that may come before the Board of Directors at such meeting, execute a written consent of the Board of

6

Directors and otherwise exercise all powers provided to the absent director pursuant to the terms hereof.

Section 3-3.  Action by Board of Directors.  Whenever any action is to be taken by the Board of Directors, it shall be authorized by a majority of the directors, except, prior to the Expiration Date, pursuant to the terms of the Shareholders Agreement, certain actions of the Board of Directors may require authorization by all of the directors.

Section 3-4.  Term.  Directors shall serve for a term of one year following their election, or until their successors are duly elected and qualified.

Section 3-5.  Place of Meeting.  Meetings of the Board of Directors may be held at such place within the Commonwealth of Pennsylvania or elsewhere as a majority of the directors may from time to time appoint or as may be designated in the notice calling the meeting.

Section 3-6.  Regular Meetings.  A regular meeting of the Board of Directors shall be held annually, immediately following the annual meeting of shareholders, at the place where such meeting of the shareholders is held or at such other place, date and hour as a majority of the newly elected directors may designate.  At such meeting, the Board of Directors shall elect officers of the Corporation.  In addition to such regular meeting, the Board of Directors shall have the power to fix by resolution the place, date and hour of other regular meetings of the Board.

Section 3-7.  Special and Quarterly Meetings.  Special meetings of the Board of Directors shall be held whenever ordered by the Chief Executive Officer or the President, by a majority of the executive committee, if any, or by a majority of the directors in office.  Until the Expiration Date, meetings of the Board of Directors shall be held at least once in each calendar quarter.

Section 3-8.  Participation in Meetings by Conference Telephone.  Any Director may participate in any meeting of the Board of Directors or of any committee (provided he is otherwise entitled to participate), be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which he might be entitled were he personally in attendance, including the right to vote, by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 3-9.  Notices of Meeting of Board of Directors.

(a)Regular Meetings.  No notice shall be required to be given of any regular meeting, unless the same is held at other than the time or place for holding such meetings as fixed in accordance with Section 3-6 of these By-laws, in which event five (5) days’ notice shall be given of the time and place of such meeting.

(b)Special Meetings.  Written notice stating the date, place and hour of any special meeting of the Board of Directors shall be given at least two (2) days prior to the date named for the meeting.

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Section 3-10.  Quorum.  Prior to the Expiration Date, subject to Sections 3.8 and 12.2 of the Shareholders Agreement, the quorum at any meeting of the Board of Directors shall be a majority of the directors; provided, however, that no quorum shall be deemed to exist unless there is in attendance at any meeting at least one Director, nominated by each Shareholder (as defined in the Shareholders Agreement ) which at the time of such meeting, owns at least 20% of the Shares.  Prior to the Expiration Date, subject to Sections 3.8 and 12.2 of the Shareholders Agreement, if there is not a quorum present at a duly-called meeting, the Chairman of the Board or, in his absence, the Secretary of the Corporation, will have the authority to reconvene the meeting, by written notice to such effect given to all the directors, at a place and time (not less than three days and not more than 20 days after the date thereof) to be specified in such notice, and the directors present at such meeting, whatever their number, shall constitute a quorum.

After the Expiration Date, a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors shall be considered as the acts of the Board of Directors.  If there is no quorum present at a duly convened meeting of the Board of Directors, the majority of those present may adjourn the meeting from time to time and place to place.

Section 3-11.  Informal Action by the Board of Directors.  Any action which may be taken at a meeting of the directors, or of the members of any committee of the Board of Directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors, or members of the committee, as the case may be, and shall be filed with the Secretary of the Corporation.  Insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.  Written consents by all of the directors or the members of any committee of the Board of Directors executed pursuant to this section may be executed in any number of counterparts and shall be deemed effective as of the date set forth therein.  Facsimiles of signatures of members of the Board of Directors shall be deemed to be originals for the purposes of this Section 3-11.

Section 3-12.  Powers.

(a)General Powers.  The Board of Directors shall have all the power and authority granted by law to the Board, including all powers necessary or appropriate to the management of the business and affairs of the Corporation.

(b)Specific Powers.  Without limiting the general powers conferred by subparagraph (a) above and the powers conferred by the Articles and these By-laws of the Corporation, it is hereby expressly declared that the Board of Directors shall have the following powers:

(i)To confer upon any officer or officers of the Corporation the power to choose, remove or suspend assistant officers, agents or servants.

(ii)To appoint any person, firm or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation or in which it is interested,

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and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such trust.

(iii)To appoint a person or persons to vote shares of another corporation held and owned by the Corporation.

(iv)By resolution adopted by a majority of the entire Board of Directors, to designate one (1) or more committees, each committee to consist of two (2) or more of the directors of the Corporation, provided that at least one member of each committee shall be a Paperboard Director and one member of each committee shall be a Management Team Director.  To the extent provided in any such resolution, and to the extent permitted by law, a committee so designated shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation.  The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  If specifically granted this power by the Board in its resolution establishing the committee, in the absence or disqualification of any member and all designated alternates of such committee or committees or if the whole Board of Directors has failed to designate alternate members, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.  Anything to the contrary in the foregoing notwithstanding, until the Expiration Date, subject to the terms of Sections 3.8, 12.2 and 20.1 of the Shareholders Agreement, the Paperboard Group shall have the right to select:  (i) at such time as the Paperboard Group owns between 35% and 49% of the Shares, one representative to serve on the Compensation Committee of the Board of Directors; and (ii) as to all other committees of the Board of Directors, and as to the Compensation Committee commencing at such time as the Paperboard Group owns 50% of the Shares, a number of representatives to serve on each such committee that represents the same percentage of the entire committee as the number of Paperboard Group Directors represents to the entire Board of Directors; but in no event less than one representative at any time that the Paperboard Group has at least one representative on the Board of Directors.  Each committee of the Board of Directors shall serve at the pleasure of the Board of Directors.

(v)To fix the place, time and purpose of meetings of shareholders.

(vi)To fix the compensation of directors and the President of the Corporation for their services.

Section 3-13.  Removal of Directors by Shareholders.  The entire Board of Directors or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors.  In case the Board of Directors or any one or more directors is so removed, new directors may be elected at the same time.  If one of the Paperboard Group Directors is removed, the Paperboard Group shall be entitled to nominate an individual to replace such director and if one of the Management Team Directors is removed, the Management Team shall be entitled to nominate an individual to replace such director.

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Section 3-14.  Vacancies.  Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining members of the Board of Directors though less than a quorum, and each person so elected shall be a director until his successor is duly elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto, or until his earlier resignation or removal.

ARTICLE IV - OFFICERS

Section 4-1.  Appointment of Officers.  The executive officers of the Corporation shall be chosen by the directors and shall be a Chairman of the Board, President, one or more Vice Presidents, Secretary and Treasurer.  The Board of Directors may also choose such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.  Any number of offices may be held by the same person.  It shall not be necessary for the officers to be directors.

Section 4-2.  Compensation.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors or any committee designated thereby with power to act by the Board of Directors.

Section 4-3.  Term.  The officers of the Corporation shall hold office for one year and until their successors are chosen and have been qualified.  Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

Section 4-4.  Powers and Duties of Chairman of the Board.  The Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall have general supervision of the business, affairs and property of the Corporation and over its several officers, subject, however, to control of the Board of Directors, and shall perform such other duties and have such other powers as a Board of Directors may from time to time prescribe.

The Chairman of the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors and shall see that all orders of the Board of Directors are carried into effect.  The Chairman shall be ex-officio a member of all standing committees.  Except where, by law, the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board of Directors.

Section 4-5.  Powers and Duties of President.  The President shall be the Chief Operating Officer of the Corporation and shall have general active management of and direction of the business, affairs and property of the Corporation and shall see that all orders and resolutions of the Chairman of the Board and of the Board of Directors are carried into effect.  The President, in the absence of the Chairman of the Board, shall preside at all meetings of the shareholders and the Board of Directors.  The President shall sign or countersign all certificates, contracts or other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the

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Board of Directors, shareholders and Chairman of the Board and shall perform any and all other duties as are incident to his or her office or are properly required of him or her by the Board of Directors or the Chairman of the Board.

Section 4-6.  Powers and Duties of Vice President.  The Vice Presidents shall act as assistant to and under the direction of the Chairman of the Board and President.  Each Vice President shall have such other duties as may be assigned by the Board of Directors, the Chairman of the Board, or any committee designated thereby with power to act, or the President.

In case of the absence or disability of the President, the Senior Vice President shall perform all the usual acts and duties of the President.  The Vice Presidents shall not, except by a vote of the directors, enter into or authorize the execution of a contract which does not, or perform any other acts which do not, distinctly comply with or carry out the plans and policies already initiated by the Chairman of the Board and/or President.

Section 4-7.  Powers and Duties of Secretary.  The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for the purpose; and shall perform like duties for all committees of the Board of Directors when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as are incident to the office or as may be prescribed by the Board of Directors, Chairman of the Board or President, and under whose supervision he shall be.  He shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.

Section 4-8.  Powers and Duties of Treasurer.  The Treasurer shall have 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 keep the moneys of the Corporation in a separate account to the credit of the corporation.  He shall disburse the funds of the corporation as may be ordered by the Board, Chairman of the Board, or President, taking proper vouchers for such disbursements, and shall render to directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall perform such other duties as are incident to the office or as may be prescribed by the Board of Directors, Chairman of the Board or President, and under whose supervision he shall be.

Section 4-9.  Delegation of Office.  The Board of Directors may delegate the powers or duties of any officer of the Corporation to any other person from time to time.

Section 4-10.  Vacancies.  The Board of Directors shall have the power to fill any vacancies in any office occurring for any reason.

ARTICLE V - CAPITAL STOCK

Section 5-1.  Share Certificates.

(a)Execution.  Except as otherwise provided in Section 5-5, the shares of the Corporation shall be represented by certificates.  Unless otherwise provided by the Board of

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Directors, every share certificate shall be signed by two officers and sealed with the corporate seal, which may be a facsimile, engraved or printed, but where such certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed.  In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue.  The provisions of this Section 5-1 shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

(b)Designations, etc.  To the extent the Corporation is authorized to issue shares of more than one class or series, every certificate shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the Corporation will furnish to any shareholder upon request and without charge) a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the Corporation.

(c)Fractional Shares.  Except as otherwise determined by the Board of Directors, shares or certificates therefor may be issued as fractional shares for shares held by any dividend reinvestment plan or employee benefit plan created or approved by the Corporation’s Board of Directors, but not by any other person.

Section 5-2.  Transfer of Shares.  Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed or with duly executed stock powers attached and otherwise in proper form for transfer, which certificate shall be canceled at the time of the transfer.

Section 5-3.  Determination of Shareholders of Record.

(a)Fixing Record Date.  The Board of Directors of the Corporation may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than 30 days prior to the date of the meeting of shareholders.  Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection.  The Board of Directors may similarly fix a record date for the determination of shareholders of record for any other purpose.  When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

(b)Determination when No Record Date Fixed.  If a record date is not fixed:

(i)The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding

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the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

(ii)The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation.

(iii)The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)Certification by Nominee.  The Board of Directors may adopt a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons.  The resolution of the Board of Directors may set forth:

(i)the classification of shareholder who may certify;

(ii)the purpose or purposes for which the certification may be made;

(iii)the form of certification and information to be contained therein;

(iv)if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and

(v)such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the Corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

Section 5-4.  Lost Share Certificates.  Unless waived in whole or in part by the Board of Directors, any person requesting the issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate shall (a) give to the Corporation his or her bond of indemnity with an acceptable surety, and (b) satisfy such other requirements as may be imposed by the Corporation.  Thereupon, a new share certificate shall be issued to the registered owner or his or her assigns in lieu of the alleged lost, destroyed, mislaid or wrongfully taken certificate, provided that the request therefor and issuance thereof have been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

Section 5-5.  Uncertificated Shares.  Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation.  Within a reasonable time after the issuance or

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transfer of uncertificated shares, the Corporation shall send to the registered owner thereof, a written notice containing the information required to be set forth or stated on certificates.  The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.  Notwithstanding anything herein to the contrary, the provisions of Section 5-2 shall be inapplicable to uncertificated shares and in lieu thereof the Board of Directors shall adopt alternative procedures for registration of transfers.

ARTICLE VI - NOTICES - COMPUTING TIME PERIODS

Section 6-1.  Contents of Notice.  Whenever any notice of a meeting is required to be given pursuant to these Bylaws or the Articles of Incorporation (the “Articles”) or otherwise, the notice shall specify the place and time of the meeting; in the case of a special meeting of shareholders or where otherwise required by law or the Bylaws, the general nature of the business to be transacted at such meeting; and any other information required by law.

Section 6-2.  Method of Notice.  Whenever written notice is required to be given to any person under the provisions of the Articles or these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by telecopier, to such person’s address (or to such person’s telex, TWX, telecopier or telephone number) appearing on the books of the Corporation or, in the case of Directors, supplied by such Director to the Corporation for the purpose of notice.  If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched.  Except as otherwise provided herein, or as otherwise directed by the Board of Directors, notices of meetings may be given by, or at the direction of the Secretary.

Section 6-3.  Computing Time Periods.

(a)Days to be Counted.  In computing the number of days for purposes of these Bylaws, all days shall be counted, including Saturdays, Sundays or a holiday on which national banks are or may elect to be closed (“Holiday”); provided, however, that if the final day of any time period falls on a Saturday, Sunday or Holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or Holiday.  In computing the number of days for the purpose of giving notice of any meeting, the date upon which the notice is given shall be counted but the day set for the meeting shall not be counted.

(b)One Day Notice.  In any case where only one day’s notice is being given, notice must be given at least 24 hours in advance by delivery in person, telephone, telex, TWX, telecopier or similar means of communication.

Section 6-4.  Waiver of Notice.  Whenever any notice is required to be given by law or the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice.  Except as otherwise required by law or the next sentence, neither the

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business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.  In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted.  Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE VII - LIMITATION OF DIRECTORS’ LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 7-1.  Limitation of Directors’ Liability.  No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless:  (a) the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania BCL, and (b) the breach or failure to perform constitutes self-dealing, wilful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, Pennsylvania or federal law.

Section 7-2.  Indemnification and Insurance.

(a)Indemnification of Directors and Officers.

(i)Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation 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 attorneys 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 pursuant to this Section 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 wilful misconduct or recklessness.

(ii)The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

(iii)Indemnification pursuant to this Section 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.

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(iv)For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the Corporation 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 of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation 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 the Corporation), whether civil, criminal, administrative, investigative or through arbitration.

(b)Indemnification of Employees and Other Persons.  The Corporation 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 of the Corporation has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(c)Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles or Bylaws, agreement, vote of shareholders or Directors, or otherwise.

(d)Insurance.  The Corporation may purchase and maintain 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 the Corporation would have the power to indemnify such person under Pennsylvania or other law.  The Corporation may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.

(e)Fund For Payment of Expenses.  The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles, by agreement, vote of shareholders or Directors, or otherwise.

Section 7-3.  Amendment.  The provisions of this Article VII relating to the limitation of Directors’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the Corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section.  Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article VII which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment.  Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all

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of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Directors of the Corporation then serving, or (b) the affirmative vote of shareholders entitled to cast not less than a majority of the votes that all shareholders are entitled to cast in the election of Directors; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

Section 7-4.  Changes in Pennsylvania Law.  References in this Article VII to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article VII was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by shareholders or Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII - FISCAL YEAR

Section 8-1.  Determination of Fiscal Year.  The Board of Directors shall have the power by resolution to fix the fiscal year of the Corporation.  If the Board of Directors shall fail to do so, the President shall fix the fiscal year.

ARTICLE IX - AMENDMENTS

Section 9-1.  Except as otherwise expressly provided in Section 7-3:

(a)Shareholders.  Subject to the terms of the Shareholders Agreement, the shareholders entitled to vote thereon shall have the power to alter, amend, or repeal these Bylaws, by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting, duly convened after notice to the shareholders of such purpose.  In the case of a meeting of shareholders to amend or repeal these Bylaws, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws.

(b)Board of Directors.  Subject to the terms of the Shareholders Agreement, the Board of Directors (but not a committee thereof), by a vote of the majority of Directors then in office, shall have the power to alter, amend, and repeal these Bylaws, regardless of whether the shareholders have previously adopted the Bylaw being amended or repealed, subject to the power of the shareholders to change such action, provided that the Board of Directors shall not have the power to amend these Bylaws on any subject that is expressly committed to the shareholders by the express terms hereof, by Section 1504 of the Pennsylvania BCL, or otherwise.

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ARTICLE X - INTERPRETATION OF BYLAWS – SEPARABILITY

Section 10-1.  Interpretation.  All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the Pennsylvania BCL.

Section 10-2.  Separability.  The provisions of these Bylaws are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

ARTICLE XI - DETERMINATIONS BY THE BOARD

Section 11-1.  Effect of Board Determinations.  Any determination involving interpretation or application of these Bylaws made in good faith by the Board of Directors shall be final, binding and conclusive on all parties in interest.

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EX-3.59

Exhibit 3.59

CANADA

Certificate of Incorporation

Canada Business
Corporation Act

DOPACO		CANADA, INC.	48604
		Name of Corporation	Number
I hereby certify that the above-mentioned Corporation, the Articles of Incorporation of which are attached, was incorporated under the Canada Business Corporations Act.
				March 24, 1980
	Director			Date of Incorporation

CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 6)
Name of corporation
DOPACO CANADA, INC.
The place in Canada where the registered office is to be situated
Orangeville, Ontario
The classes and any maximum number of shares that the corporation is authorized to issue
An unlimited number of common shares
Restrictions if any on share transfers
The annexed Schedule 1 is incorporated in this form.
Number (or minimum and maximum number) of directors
Minimum 1 - Maximum 7
Restrictions if any on business the corporation may carry on
None
Other provisions if any
The annexed Schedule 2 is incorporated in this form.
Incorporators
Names	Address (include postal code)		Signature
Donald M. Hendy	40 du Rhone, Apt. 706 St. Lambert, Quebec		/s/ Donald M. Hendy
FOR DEPARTMENTAL USE ONLY
Corporation NO		Filed
48604		March 31, 1980
CA - 1385 (4 - 79)

SCHEDULE 1

4.1No shares of the capital stock of the Corporation shall be transferred without the approval of the directors evidenced by resolution of the board, provided that approval of any transfer of shares may be given as aforesaid after the transfer has been effected upon the books of the Corporation in which event, unless the said resolution stipulates otherwise, the said transfer shall be valid and shall take effect as from the date of its entry upon the books of the Corporation.

SCHEDULE 2

7.1The number of shareholders of the Corporation shall be limited to fifty (50), not including persons who are in the employment of the Corporation and persons, who, having been formerly in the employment of the Corporation, were while in that employment and have continued after the termination of that employment to be shareholders of the Corporation, two (2) or more persons holding one (1) or more shares jointly being counted as a single shareholder.

7.2Any invitation to the public to subscribe for any securities of the Corporation shall be prohibited.

7.3The directors of the Corporation may from time to time without authorization from the shareholders:

7.3.1borrow money upon the credit of the Corporation;

7.3.2limit or increase the amount to be borrowed;

7.3.3issue, reissue, sell or pledge debt obligations of the Corporation for such sums and at such prices as may be deemed expedient;

7.3.4.subject to section 42, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

7.3.5.mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

EX-3.60

Exhibit 3.60

GENERAL BY-LAWS

SITUATION OF OFFICE AND CORPORATE SEAL

1.Offices.  The Corporation may, in addition to its registered office, establish elsewhere within or without Canada such offices and agencies as the directors may from time to time determine.

2.Seal.  The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the year of its incorporation.  If the Corporation has a name consisting of a separated or combined French and English form, the seal of the Corporation may have both the French and English forms of the name, or the Corporation may have two (2) seals, equally valid, one (1) showing the French and the other the English form of the name.  The president, or, if appointed, any vice-president, the secretary, the treasurer or any other officer, or director so authorized by the directors, shall have authority to affix the seal of the Corporation to any document requiring the same.  The Corporation may, in addition, have for use in any province other than that in which the registered office of the Corporation is situate, or in any territory in Canada, or in any place outside Canada, an official seal which shall be a facsimile of the seal of the Corporation, with the addition on its face of the name of the province, territory or place where it is to be used and the Corporation may, by writing, authorize any person to affix the official seal to any deed or document to which the Corporation is a party in such province, territory or place.

Where the articles set out the names of the Corporation in a language form other than an English and/or French form for use outside Canada, the Corporation may, for use outside Canada, have a seal which shall be circular in form and shall bear the name of the Corporation in such language form and the year of its incorporation with the addition on its face of the name of the place where it is to be used by the Corporation.  The Corporation may, by writing authorize any person to affix such seal to any deed or document to which the Corporation is a party in such place.

SHAREHOLDERS

3.Annual Meeting. Subject to the provisions of the law the annual meeting of the Shareholders of the Corporation shall be held on such date in each year, at such time and, subject to By-Law Number 5, at such place as the directors may determine to receive and consider the financial statements with the report of the auditor or auditors, to elect directors, to appoint an auditor or auditors and to fix or to authorize the board of directors to fix his or their remuneration and to consider, deal with and dispose of such other business as may properly come before a meeting of shareholders.

4.Special Meeting. Special meetings of the shareholders may be called at any time by or by order of the president or directors of the Corporation and shall be called when required by the shareholders in conformity with the law.

5.Place of Meeting. Meetings of the shareholders shall be held at the registered office of the Corporation or at such other place as may be fixed by the directors.  However meetings of the

shareholders may not be held outside Canada except if all shareholders entitled to vote thereat so agree in writing, before or after it has been held or by attending thereat in person, by proxyholder or in the case of a body corporate or association by a representative duly authorized in accordance with the provisions of By-Law Number 9; nevertheless, a shareholder who attends a meeting held outside Canada is not deemed to have so agreed if he is present for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

6.Notice of Meetings. Notice of each annual meeting and of each special meeting of the shareholders shall be delivered to the shareholders entitled to vote thereat, the directors and auditor or auditors or, in the discretion of the person charged with the giving of such notice, mailed by unregistered mail, postage prepaid, cabled or telegrammed, addressed to such shareholders, directors and auditor or auditors at their respective addresses as they appear in the books of the Corporation, not less than ten (10) days and not more than twenty (20) days prior to the date fixed for such meeting.  If the address of any shareholder, director or auditor does not appear in the books of the Corporation, the notice may be sent as aforesaid to such address as the person sending the notice may consider to be most likely to reach promptly such shareholder, director or auditor.

A shareholder and any other person entitled to attend a meeting of shareholders may waive such notice in writing, by telegram or cable, before or after the holding of such meeting or by attending thereat in person, or, in the case of shareholders, by proxyholder or in the case of a body corporate or association by a representative duly authorized in accordance with the provisions of By-law Number 9; nevertheless, a person who attends such a meeting is not deemed to have renounced to the notice of the meeting when he so attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

Such notice shall specify the date, time and place of each meeting.  The notice of the annual meeting may, but need not, state the nature of the business when such meeting is called only to examine the financial statements with the report of the auditor or auditors, to elect directors and to reappoint the incumbent auditor.  The notice of the annual meeting at which other business shall be transacted as well as the notice of special meeting shall state:

(a)the nature of business to be considered in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and

(b)the text of any special resolution to be submitted to the meeting.

It is not necessary to give notice of the reconvening of an adjourned meeting other than by announcement at the earliest meeting that is adjourned; a new notice of meeting is however required if the shareholders’ meeting is adjourned one (1) or more times for an aggregate of thirty (30) days or more.

The signature to any notice of meeting may be written, stamped, typewritten, printed or otherwise mechanically reproduced thereon.

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A certificate of the secretary or of any other duly authorized officer of the Corporation in office at the time of the making of the certificate or of any officer, transfer agent or registrar of transfers of shares of the Corporation shall be conclusive evidence of the delivery, mailing, cabling or telegramming of such notice of meeting and shall be binding on every person entitled to receive notice thereof.

7.Chairman. The president of the Corporation, or such other person as may from time to time be appointed for the purpose by the board of directors, shall preside at meetings of shareholders.

8.Quorum.  One (1) or more persons personally present and representing, in their own right or by proxy or on behalf of a body corporate or association holding one (1) or more shares carrying voting rights thereat and duly authorized by resolution of the board of directors or governing body of the body corporate or association, not less than fifty-one percent (51%) in number of the outstanding shares of the capital stock of the Corporation carrying voting rights at such meeting shall constitute a quorum for an annual or special meeting of shareholders.

If a quorum is present at the opening of the meeting, the shareholders present or represented may proceed with the business of the meeting, notwithstanding the fact that a quorum is not present throughout the meeting.

If a quorum is not present at the opening of the meeting, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

If a quorum is present at the reconvening of the meeting so adjourned, the meeting may then proceed to examine and dispose of the business for which it was called.  If at the time of the reconvening of the meeting so adjourned there is not a quorum, the meeting must again be adjourned or, if the delays set forth at By-law Number 6 have expired, a new meeting must be called.

9.Representation at Meetings. Shareholders shall be entitled to vote in person or, if a body corporate or association, by a representative duly authorized by resolution of the directors or other governing body of such body corporate or association.  Shareholders shall also be entitled to vote by proxyholder or by one (1) or more alternative proxyholders, whether or not such proxyholder is himself a shareholder; the proxyholder shall attend the meeting, vote thereat and otherwise act in the manner and to the extent authorized and with the authority conferred by the proxy.

A proxy shall be signed by the shareholder or by his agent authorized in writing and this signature need not be witnessed.

A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

The instrument appointing a proxyholder may, except in cases where the law otherwise provides, be in the following form or in any other appropriate form:

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“I/We the undersigned, being a shareholder of                          
hereby nominate, constitute and appoint                                   or, failing him,                                          (or                                              ) my/our attorney, representative and/or proxyholder with full power and authority to attend, vote and otherwise act for me/us in my/our name and on my/our behalf at the annual (or special) meeting of shareholders of the Corporation, to be held at                            on the        day of 19   , and at any and all adjournments thereof, with full power of substitution, and I/we, the undersigned, hereby revoke all other proxies given by me/us, the undersigned, which might be used in respect of such meeting and any and all adjournments thereof.  The attorney, representative and/or proxyholder hereby nominated, constituted and appointed is hereby authorized to sign all waivers of notice relating to the aforementioned meeting and all adjournments thereof.

Given this            day of 19   .”

SHAREHOLDERS DESIRING TO APPOINT SOME OTHER PERSONS TO REPRESENT THEM AT THE MEETING MAY DO SO BY STRIKING OUT THE NAMES OF THE PROXYHOLDER PRINTED ABOVE, AND INSERTING SUCH OTHER PERSON’S NAME IN THE BLANK SPACE PROVIDED.

WHILE MANAGEMENT IS NOT AWARE OF ANY OTHER BUSINESS OF THE MEETING, IF SUCH OTHER MATTER DOES PROPERLY COME BEFORE THE MEETING, THE PROXYHOLDER HEREIN IS TO BE CONSIDERED AUTHORIZED TO VOTE THEREON IN ACCORDANCE WITH HIS OWN JUDGMENT.

The directors may specify in the notice calling a meeting of shareholders, a time not exceeding forty-eight (48) hours, excluding Saturdays and holidays, preceding the meeting or any adjournment thereof, before which time proxies to be used at the meeting must be deposited with the Corporation or its agent.

The directors may also permit particulars of proxies for use at or in connection with any such meeting which have been deposited with the Corporation or its agent at a place other than the place of such meeting to be cabled or telegrammed to the secretary of the Corporation prior to such meeting.  In such event, such proxies, if otherwise in order, shall be valid and any votes cast in accordance therewith shall be counted.

10.Voting.  Every question submitted to any meeting of shareholders shall be decided by a show of hands unless a ballot is ordered or required in the manner hereinafter set out.

The chairman of such meeting may, in his discretion, order a ballot.  Moreover, any shareholder or its representative, where the shareholder is a body corporate or an association, or his proxyholder, either before or after any vote by show of hands, may require a ballot on any

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question at any time before the termination of the meeting.  A demand for a ballot may be withdrawn.

If at any meeting a ballot is to be taken, it shall be taken in such manner and either at once or after adjournment as the chairman directs.  The result of a ballot shall be deemed to be a resolution of the meeting at which the ballot was taken whether or not a vote on a show of hands had previously been taken on the same question.

At all meetings of shareholders every shareholder entitled to vote thereat whether present in person or by proxyholder, or, in the case of a body corporate or association by a duly authorized representative, shall be entitled to one (1) vote for each share carrying voting rights at such meeting; if, however, in virtue of the law or the articles of the Corporation another scale of voting rights is fixed such scale of voting shall be adopted.

The act of shareholders, their representatives and/or their proxyholders casting a majority of the votes in respect of shares so represented shall be the act of the shareholders, except where the affirmative vote of the shareholders casting a greater majority than a simple majority is required by law, the articles of the Corporation or its by-laws.

11.Procedure at Meetings.  The chairman of any meeting of shareholders shall conduct the procedure thereat in all respects and his decision on all matters, including, but without in any way limiting the generality of the foregoing, any question regarding the validity or invalidity of any proxy, shall be conclusive and binding upon the shareholders.

A declaration by the chairman at any meeting that a resolution has been carried or carried unanimously or carried by any particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

12.Scrutineers.  The chairman of any meeting of shareholders may appoint two (2) persons, who may but need not be directors, officers, employees or shareholders of the Corporation, to act as scrutineers at such meeting.

13.Subsequent Transferees.  Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall be given to the person whose name appears on the register at the time such notice is given.

14.Addresses of Shareholders.  Every shareholder shall furnish the Corporation with an address to or at which all corporate notices intended for such shareholder may be sent as provided in By-law Number 6.

15.Signed Resolution.  Except in cases prohibited by law, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been cast at a meeting of the shareholders.

A copy of every resolution referred to in the preceding paragraph shall be kept with the minutes of the meeting of shareholders.

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BOARD OF DIRECTORS

16.Board of Directors.  Where the articles of the Corporation provide for a minimum and maximum number of directors, the board of directors for the time being shall consist of that number of directors elected by the shareholders at the preceding meeting(s) in accordance with the provisions of the law.  The number of members of the board of directors may be changed, within the limits permitted by the articles of the Corporation, by the shareholders.  Where the articles of the Corporation provide that the board of directors shall consist of a fixed number of directors, the board of directors shall consist of the number fixed within the said articles.

17.Election and Term of Office.  Unless the articles of the Corporation provide for cumulative voting, in which case the dispositions of the law in this respect apply, or unless the articles or a unanimous shareholder agreement confer upon the holders of a category or a series of shares the exclusive right to elect one (1) or more directors, in which case the dispositions of the articles or the unanimous shareholder agreement prevail, each director shall be elected by a mojority of votes cast at the annual meeting at which an election of directors is required.  A vote by ballot shall not be necessary for the election of the directors of the Corporation unless it is required by someone present and entitled to vote at the meeting at which such election takes place.  Each director so elected for an unstipulated term shall hold office until the close of the next annual meeting of shareholders at which an election of directors takes place or until his office is vacated.

The office of a director shall automatically be vacated:

(a)if he dies;

(b)if he is removed or disqualified as provided for by law; or

(c)if he resigns his office.

A quorum of directors may fill a vacancy among directors, except as otherwise provided by law.

No person shall be qualified for election as a director if he is less than eighteen (l8) years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt.  A director need not be a shareholder.  A majority of the directors shall be resident Canadians, unless a smaller number is permitted by law.  If the Corporation is a distributing corporation at least two (2) of its directors shall not be officers or employees of the Corporation or its affiliates.  A retiring director, if otherwise qualified, shall be eligible for re-election.

18.Meetings and Notices.  Immediately after the annual meeting of shareholders in each year a meeting of the directors who are then present shall be held without further notice, provided a quorum is present, for the appointment of the officers of the Corporation, and, should the occasion arise, the appointment from among the directors of a managing director or members of a committee of directors; such meeting may transact such other business as may come before it.

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Meetings of the board of directors may be called by or by the order of the chairman of the board, if any, or, by or by the order of the president of the Corporation or, by or the order of a vice-president of the Corporation, if he is also a director, or, by or by the order of all the directors, and may be held at any place within or without Canada.  Notice specifying the place, date and time of each such meeting shall be delivered to each director or left at his residence or usual place of business, or shall be mailed by unregistered mail, postage prepaid, or telegrammed or cabled to each director at his respective address as it appears in the books of the Corporation at least ten (10) days prior to the date fixed for such meeting.  If the address of any director does not appear in the books of the Corporation, then such notice may be sent as aforesaid to such address as the person sending the notice may consider to be most likely to reach such director promptly.

The board of directors may from time to time provide for the holding of regular meetings of the board of directors at such place, within or without Canada, with or without notice, as may be determined by resolution.

Except in such cases where it is otherwise provided by law, no notice of any meeting of the board of directors need specify the purposes for which it is called or the nature of the business to be transacted at such meeting.

No notice of the date, time, and place of any meeting of the board of directors need be given to any director who renounces thereto, either in writing, by telegram or by cable before or after the holding thereof or who is present therat; nevertheless, a director’s presence at such meeting shall not constitute a renunciation of the notice of meeting if the director so attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully constituted.

It is not necessary to give notice of the reconvening of an adjourned meeting if the date, time and place of the reconvening of this meeting is announced at the initial meeting.

19.Quorum.  Three (3) directors personally present shall constitute a quorum for a meeting of the board of directors.  Notwithstanding any vacancy among the directors, a quorum may exercise all powers of the directors provided however that no business unless there is present thereat the number of resident Canadian directors required by law.

Questions arising at any meeting of the directors shall be decided by the unanimous votes of those present.

20.Remuneration.  The renumeration to be paid to the directors shall be fixed by the board of directors from time to time.  The directors may also be paid such travelling and other expenses properly incurred by them in connection with the business and affairs of the Corporation as may be determined by resolution of the board of directors.

21.Signed Resolutions.  A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or of a committee of directors is as valid as if it had been passed at a meeting of the directors or of a committee of directors.

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A copy of every resolution referred to in the preceding paragraph shall be kept with the minutes of the meetings of the directors or of a committee of directors.

22.Powers of Directors.  Subject to the unanimous shareholder agreement the directors of the Corporation shall maintain and administer the business and affairs or the Corporation and shall exercise all such powers and authority as the Corporation is authorized to exercise by law, its articles or its By-Laws and which are not by law, its articles or By-Laws required to be exercised exclusively by the shareholders or with their consent.

Notwithstanding that it be afterwards discovered that there was some defect in the election of the board of directors or the appointment of any officer of the Corporation or notwithstanding the discovery of an apparent irregularity in the election of any person acting as director or of any person acting as director or officer shall be as valid and binding upon the Corporation as if every such board or person had been duly elected or appointed and had been qualified.

23.Power to Allot Stock and Grant Options.  Subject to the provisions of the articles of the Corporation or of a unanimous shareholder agreement restricting the allotment and issue of the shares of the capital stock of the Corporation, the directors may, from time to time accept subscriptions, allot, issue, grant options or otherwise dispose of the whole or any part of the unissued shares of the Corporation to such persons, on such terms and conditions and for such consideration and in such manner not contrary to law or to the articles of the Corporation as the directors think fit.

24.Power to Declare Dividends.  The directors may, from time to time as they may deem advisable and to the extent permitted by law, declare and pay to the shareholders, according to their rights, dividends in money or property or by issuing shares of the Corporation.

Transfers of shares shall not transfer the right to dividends declared thereon before the registration of the transfer thereof. In the event that more than one (1) person is registered as the joint holder of any share, any one (1) of such persons may give effective receipts for all dividends in respect of such share.

OFFICERS

25.Officers.  The officers of the Corporation shall be the chairman of the board of directors, if appointed, the president, and, any of the following if appointed, one (1) or more vice-presidents, the managing director, the general manager, the comptroller, the secretary, the treasurer, one (1) or more assistant-secretaries or assistant-treasurers and such other officers as the board of directors may from time to time deem necessary to appoint.  Subject to those powers which, in virtue of the law, may only be exercised by the board of directors, the president, and, if appointed, the other officers of the Corporation shall respectively exercise such powers and authority and shall perform such duties, in addition to those specified in this By-Law, as may from time to time be prescribed by the board of directors.  The same person may hold two (2) or more of the offices in the Corporation.  None of the officers of the Corporation, except the chairman of the board of directors, if appointed, the managing director, if appointed, and the president, need be directors of the Corporation.

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The directors may also from time to time appoint other agents, officers and employees of the Corporation within or without Canada, who may be given such titles and who shall exercise such powers and authority (including the power of sub-delegation) and perform such duties of management or otherwise, as the directors may from to time to time determine.

In case of the absence of any officer or employee of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate for the time being the powers and authority of such officer or employee to any other officer or employee or to any director of the Corporation.

26.Chairman of the Board.  The chairman of the board shall preside at all meetings of the board of directors and shall exercise such other powers and authority and perform such other duties which the directors may from time to time prescribe.

27.President.  The president shall be the chief officer of the Corporation and, subject to the control of the directors, shall supervise, administer and manage the business and affairs of the Corporation generally.  The president shall preside at all meetings of the shareholders, unless otherwise determined by the board of directors, and in the event of the absence, inability or failure of the chairman of the board to act, the president shall preside at all meetings of the board of directors.  The president shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors of the Corporation.

28.Vice-President.  The vice-president, or if more than one (1), the vice-presidents, shall exercise such powers and authority and perform such duties as may from time to time be prescribed by the directors or by the president.

29.General Manager or Managing Director.  The general manager shall, subject to the control of the president, manage the operations of the Corporation generally, and he shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the president.

The managing director shall be a resident Canadian and a director.  The board of directors may delegate to such managing director any of the powers of the board except those which by law a managing director has no authority to exercise.

30.Secretary.  The secretary shall attend to the giving of all notices of the Corporation.  He shall keep the minutes of all meetings of the directors, the committee of directors and the shareholders in a book or books to be kept for that purpose.  He shall keep in safe custody the corporate seal of the Corporation.  He shall have charge of the records of the Corporation including books containing the names and addresses of the members of the board of directors of the Corporation and such other books and papers as the directors may direct.  He shall be responsible for the keeping and filing of all books, records, certificates and all other documents required by law to be kept and filed by the Corporation.  He shall be subject to the control of the president and shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors or by the president.

Assistant-secretaries may perform any of the duties of the secretary.

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31.Treasurer.  The treasurer shall have general charge of the finances of the Corporation.  He shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or other depositories as the directors may from time to time designate; he shall render to the president and to the directors, whenever so directed, an account of the financial situation of the Corporation and of all his transactions as treasurer; as soon as possible after the close of each fiscal year he shall prepare and submit to the president and to the directors a like report for such fiscal year.  He shall have charge and custody of and be responsible for the keeping of the bookds of account.  He shall be subject to the control of the president and shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors or by the president.

Assistant-treasurers may perform any of the duties of the treasurer.

Whenever the secretary is also the treasurer, he may be designated “secretary-treasurer”; whenever the assistant secretary is also the assistant-treasurer, he may be designated “assistant- secretary- treasurer”.

32.Comptroller.  The comptroller shall, subject to the control of the president and treasurer, exercise such powers and authority as may from time to time by prescribed by the directors, president or treasurer, failing which he shall act as the chief accounting officer of the Corporation.

33.Removal and Discharge.  The directors by a unanimous vote of the board, may remove any officer with or without cause, at any time, unless the resolution or contract providing for his appointment stipulates otherwise.  Any agent, or employee who is not an officer of the Corporation may be discharged by the president, with or without cause, at any time, unless the contract providing for his employment stipulates otherwise.

34.Remuneration.  The remuneration, if any, to be paid to officers appointed by the directors shall be fixed from time to time by a resolution of the Shareholders.  The Shareholders may also, by resolution, delegate to the president of the Corporation any of the powers granted by this By-Law.

COMMITTEE

35.Election.  The board of directors may, from time to time, appoint from their number a committee of directors, however designated, containing such proportion of Canadian residents as may be required by law.

36.Chairman, Quorum and Procedure.  The committee of directors shall have the power to appoint a chairman and a vice-chairman, to fix its quorum, which quorum shall consist of not less than all of its members, and to determine its procedure.

37.Secretary.  The secretary of the Corporation shall act as secretary of the committee of directors unless some other secretary be appointed by the committee.

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38.Powers.  The board of directors may delegate to such committee of directors any of the powers of the board except those which by law a committee of directors has no authority to exercise.

39.Proceedings open to the Board.  All proceedings of the committee of directors shall be open to the examination of the board of directors of the Corporation and shall be reported to the board of directors if and when the board of directors so directs.

40.Meetings.  Meetings of the committee of directors may be held at the registered office of the Corporation or at such other place within or without Canada as the committee may from time to time determine.  Meetings of the committee may be called by or by the order of the president, the chairman of the committee, the vice-chairman or any three (3) members thereof.

41.Remuneration.  The members of the committee of directors shall be entitled to receive such remuneration for their services as members of the committee as the directors may from time to time determine.

42.Removal and Replacement.  The directors may from time to time remove any member of the committee of directors from office.

The directors may also from time to time fill any vacancy which may occur in the membership of the committee.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

43.Indemnity.  Subject to the limitations provided by law, the Corporation shall indemnify a director or officer of the Corporation, a 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 a body corporate of which the Corporation 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 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 the Corporation or such body corporate, if:

(a)he 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 had reasonable grounds for believing that his conduct was lawful.

44.Insurance.  The Corporation may purchase and maintain insurance for the benefit of any person referred to above against such liability as the board of directors may from time to time determine, and as permitted by law.

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CAPITAL STOCK

45.Share Certificates and Stock Transfers.  Certificates representing shares of the capital stock of the Corporation shall bear the signature of the president or a vice-president and the secretary or assistant-secretary.  The signature of the president or vice-president may be engraved, lithographed or otherwise mechanically reproduced thereon, and should the Corporation have appointed a transfer agent, the signature of the secretary or assistant-secretary may also be engraved, lithographed or otherwise mechanically reproduced.  Any certificates bearing the facsimile reproduction of the signatures of such authorized officers shall be deemed to have been manually signed by them and shall be as valid to all intents and purposes as if it had been so manually signed notwithstanding that the persons whose signatures are so reproduced shall have ceased to be officers of the Corporation on the date of such certificate or at the time that it is issued.  Unless required by the rules of any stock exchange on which the securities of the Corporation are listed it shall not be necessary to affix the corporate seal of the Corporation to a share certificate.  Each share certificate must carry all notations required by law.

46.Securities Register.  A central securities register shall be maintained by the Corporation or its agent at the registered office or at any other place in Canada designated by the directors.  The directors may from time to time provide that one (1) or more branch securities registers shall be maintained at such places within Canada or elsewhere as may be designated by a resolution and may appoint officers or agents to maintain the same and to effect and record therein transfers of shares of the capital stock of the Corporation.

47.Transfer Agents and Registrars.  Agents of the Corporation charged with the maintenance of the central and/or branch securities registers may be designated as transfer agents and/or registrars of transfers, according to their functions.  The board of directors may at any time terminate the appointment of such transfer agents and/or registrars.

48.Record Date and Closing of Books.  Subject to compliance with the law with respect to notification, the directors may fix in advance, by resolution, a date not exceeding fifty (50) days preceding the date for payment of a dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares of the capital stock of the Corporation shall go into effect, as the record date for the determination of shareholders entitled to receive payment of such dividend, the allotment of such rights or the exercise of such rights in respect of such change, conversion or exchange of the capital stock of the Corporation with the effect that only the shareholders of record on the date so fixed by the directors shall be entitled to receive payment of such dividend or allotment of rights or to exercise such rights, as the case may be, and notwithstanding a transfer of any shares on the books of the Corporation after such record date.

49.Lost and Destroyed Certificates.  The directors may, upon such terms and conditions as to indemnity and otherwise as they may deem advisable, direct that a new certificate or certificates of shares be issued to replace any certificate or certificates of shares theretofor issued by the Corporation that have been worn out, lost, stolen or destroyed.  The directors, when authorizing the issue of such new certificate or certificates, may, in their discretion, and as a condition precedent thereto, require the owner of such worn out, lost, stolen or destroyed certificate or his legal representatives, to give to the Corporation and/or transfer agent or transfer agents and to

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such registrar or registrars as may be authorized or required to countersign such new certificate or certificates a bond in such sum as they may direct, as indemnity against any claim that may be made against them or either of them for or in respect of the shares represented by such certificates alleged to have been worn out, lost, stolen or destroyed.

FISCAL YEAR, ACCOUNTS AND AUDIT

50.Fiscal Year.  The period for the fiscal year of the Corporation shall be determined from time to time by the directors.

51.Accounts.  The directors shall cause to be kept proper books of accounts with respect to:

(a)all sums of money received and expended by the Corporation and the matters in respect of which the receipt and expenditures take place;

(b)all sales and purchases by the Corporation;

(c)all assets and liabilities of the Corporation; and

(d)all other transactions affecting the financial position of the Corporation.

52.Audit.  Except in those cases where the law permits otherwise, the shareholders, at each annual meeting, shall appoint an auditor or auditors to hold office until the next annual meeting and until the appointment of his or their successor or successors, unless he or they resign or his or their office become vacant by his or their death.  At least once in every fiscal year, such auditor or auditors shall examine the accounts of the Corporation and the financial statements to be presented at the annual meeting and shall report thereon to the shareholders.

COMPANY REPRESENTATION FOR CERTAIN PURPOSES

53.Declaration.  The president, any vice-president, the managing director, the general manager, the comptroller, the secretary and the treasurer or any one (1) of them or any other officer of person thereunto authorized by the directors, is authorized and empowered to make answer for the Corporation to all writs, orders and interrogatories upon articulated facts issued out of any Court, to answer and/or oppose for and on behalf of the Corporation all seizures and to declare for and on behalf of the Corporation to writs of attachment by way of garnishment in which the Corporation is garnishee, to make all affidavits and sword declarations in connection therewith or in connection with any judicial proceedings to which the Corporation is a party, to make petitions for winding-up, sequestration or bankruptcy against any debtor of the Corporation, to attend and vote at all meetings of creditors of the Corporation’s debtors and to grant proxies in connection therewith.

54.Representation at Meetings.  The president, any vice-president, the secretary, and the treasurer, or any one (1) of them or any other officer or person thereunto authorized by the directors, shall represent the Corporation, attend and vote at any meeting of shareholders or members of any firm, company, corporation or syndicate in which the Corporation holds shares or is otherwise interested, and any action taken and/or vote cast by them or one of them at any such meeting shall be deemed to be the act and/or vote of the Corporation.

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Any two (2) of the president, vice-president, the secretary and the treasurer shall moreover be empowered to authorize any person (whether an office of the Corporation or not) to attend, vote and otherwise act at all meetings of shareholders or members of any firm, company, corporation or syndicate in which the Corporation holds shares or is otherwise interested, and for this purpose, such officers shall be authorized to execute and to deliver from time to time for and on behalf and in the name of the Corporation, a proxy in such form and terms as such officers see fit, including therein, but without in any way limiting or restricting the generality of the foregoing provision for the appointment of a substitution proxyholder and the revocation of all proxies given by the Corporation prior thereto with respect to any such meeting.

/s/ Edward P. Fitts, Jr.

Edward P. Fitts, Jr., President

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EX-3.61

Exhibit 3.61

CERTIFICATE OF
LIMITED PARTNERSHIP OF
DOPACO LIMITED PARTNERSHIP

This Certificate of Limited Partnership of DOPACO LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), is being executed for the purpose of establishing the limited partnership.

It is, therefore, certified and agreed as follows:

1.             Name:  The name of the partnership will be

DOPACO LIMITED PARTNERSHIP

2.             Registered Office and Agent:  The registered office of the partnership in the state of Delaware is located at 1013 Centre Road, New Castle County, Wilmington, Delaware, 19805.  The registered agent of the partnership for service of process at such address is the Corporation Service Company.

3.             Name and Mailing Address of General Partner:  The name and mailing address of the general partner is as follows:

Dopaco Pacific LLC
c/o Dopaco, Inc.
241 Woodbine Road
Downingtown, PA  19335

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 12th day of February, 1997.

GENERAL PARTNER:
DOPACO PACIFIC LLC
a Delaware limited liability company
By:	/s/ Lois A. Meeth
	Lois A. Meeth
	Vice President

EX-3.62

Exhibit 3.62

LIMITED PARTNERSHIP AGREEMENT

THIS AGREEMENT is made as of February 12, 1997, by and among the parties signatory hereto upon the following terms and conditions:

WHEREAS, the parties hereto desire to form a limited partnership among themselves for the purposes hereinafter stated, subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

I.FORMATION OF PARTNERSHIP

1.01Formation.  The parties hereto hereby enter into a limited partnership (the “Partnership”) under the Delaware Uniform Limited Partnership Act (the “Act”), with Dopaco Pacific LLC, a Delaware limited liability company (“Dopaco Pacific LLC”), as the General Partner and Dopaco, Inc., a Pennsylvania corporation, as the Limited Partner.

1.02Name.  The name of the Partnership shall be Dopaco Limited Partnership or such other name as may hereafter be chosen from time to time by the General Partner.

1.03Limited Partnership Certificate and Fictitious Name Registration.  The parties hereto shall promptly after the execution hereof execute and file in the appropriate places a Certificate of Limited Partnership to reflect certain of the terms of this Agreement pursuant to the requirements of the Act and all instruments and documents which shall be necessary for the purpose of

complying with any applicable fictitious name act or assumed name act.  In no event shall the Partnership or the General Partner have any obligation to send to the Limited Partner a filed copy of the Certificate of Limited Partnership or Certificate of amendment or cancellation thereof or any other certificate or statement required or permitted to be filed under the Act, as amended.

1.04Principal Place of Business.  The principal place of business of the Partnership shall be at 241 Woodbine Road, Downingtown, PA  19335, or at such other place or places as the General Partner may from time to time designate.  The Partnership may maintain such other offices and places of business as the General Partner may from time to time deem advisable.

1.05Term.  The term of the Partnership shall commence upon the filing of the Partnership’s Certificate of Limited Partnership under the Act and shall continue until December 31, 2096, unless the Partnership is sooner dissolved in accordance with the provisions of this Agreement.

II.DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below, in addition to any other defined terms used herein:

“Affiliate” means, with respect to any Partner, any Person related by blood or marriage to such Partner or any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Partner.  For the purpose of this definition the term “control” shall mean, with respect to any Person, the beneficial ownership of 25% or more of the equity or voting interests in such Person.

“Agreement” means this Agreement, as amended from time to time.

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“Bankruptcy” means an adjudication of bankruptcy or the entry of an order for relief or the filing of a voluntary case or petition under the federal bankruptcy law or any state or local bankruptcy law and, in addition, any other status constituting bankruptcy within the meaning of the Uniform Partnership Act of the state of organization of the Partnership.

“Capital Contribution” means the total amount of money or other property contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement.  Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by any predecessor holder of the Partnership interest of such Partner allocable to such interest.

“General Partner” means Dopaco Pacific LLC and any other Person admitted to the Partnership as a general partner pursuant to this Agreement, and their respective successors as General Partner of the Partnership.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.  All references to specific sections of the Internal Revenue Code shall be deemed to include any provisions of the Internal Revenue Code which replace or supersede the sections in effect at the time of execution of this Agreement.

“Limited Partner(s)” means the party or parties hereto designated on the signature page hereof as limited partners and any other Person admitted to the Partnership as a limited partner pursuant to this Agreement, and their respective successors as substitute limited partners of the Partnership.

“Liquidator” means the General Partner or, if there is none at the time in question, such other Person who may be appointed in accordance with applicable law and who shall be

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responsible for taking all action necessary or appropriate to wind up the affairs of, and distribute the assets of, the Partnership upon its dissolution.

“Partner” means any General Partner or any Limited Partner.

“Person” means any individual, trust, corporation, partnership, proprietorship or any other entity.

III.PURPOSES AND BUSINESS OF THE PARTNERSHIP

3.01Purposes of the Partnership.  The purposes of the Partnership are to own certain equity interests in D&D Packaging Pte Ltd, a company limited by shares organized under the Singapore Companies Act (“D&D”), or certain equity interests in other corporations, partnerships, companies or other entities, including but not limited to interests in one or more companies in Indonesia indirectly through D&D, and any other lawful business purpose.

3.02Authority of the Partnership.  In order to carry out its purpose, and not in limitation thereof, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purposes, including, but not limited to, the following:

(a)engage in any kind of activity, and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Partnership;

(b)borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, security interest or other lien, any or all of which debt instruments may

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contain confessions of judgment against the Partnership if the General Partner consents thereto;

(c)maintain and operate the Partnership’s assets;

(d)negotiate for and conclude agreements for the sale, exchange or other disposition of all or any part of the property of the Partnership; and

(e)hire and compensate employees, agents, independent contractors, attorneys and accountants.

IV.PARTNERS’ CAPITAL CONTRIBUTIONS

4.01General Partner.

The General Partner has made the cash capital contributions to the Partnership set forth opposite its name below:

Dopaco Pacific LLC – $100.00

4.02Limited Partner.

The Limited Partner has made the cash capital contributions to the Partnership set forth opposite its name below:

Dopaco, Inc. – $9,900.00

4.03Return of Capital Contribution.  Except as specifically provided in this Agreement, no Partner shall be entitled to demand or receive the return of his Capital Contribution.  Upon dissolution and liquidation of the Partnership, the Partners shall look solely to the Partnership assets for the return of their Capital Contributions, and no Partner shall be liable for such return, even if such assets are insufficient to return the full amount of such Capital Contributions.

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V.PROFITS, LOSSES AND DISTRIBUTIONS

5.01Profits, Gains, Credits and Losses in General.  All profits, gains, credits and losses of the Partnership shall be allocated among the Partners as follows:

Dopaco, Inc.	–	99%
Dopaco Pacific LLC	–	1%

5.02Distributable Cash Flow.  Except as otherwise provided in Section 5.03, cash distributions from all sources shall be made to the Partners as follows:

Dopaco, Inc.	–	99%
Dopaco Pacific LLC	–	1%

5.03Distribution of Proceeds from Certain Events.  The net proceeds received by the Partnership from any sale, other disposition, financing, refinancing, liquidation or condemnation of Partnership property, and the net proceeds of any casualty insurance received on account of Partnership property shall (after payment of such or the Partnership’s debts as the General Partner, in its sole discretion, shall determine to be paid from such proceeds and after the establishment from such proceeds of such reserves as are deemed necessary or appropriate by the General Partner) be distributed as follows:

Dopaco, Inc.	–	99%
Dopaco Pacific LLC	–	1%

5.04Determination of Time and Amount of Distributions.  The time and amount of all distributions made pursuant to this Article V shall be determined by the General Partner in its sole discretion.  In making such determination, the General Partner may, in its sole discretion, establish reserves for working capital, maintenance, repairs, capital expenditures or other items and the satisfaction of

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liabilities (including, without limitation, contingent liabilities) as they come due or may come due.

VI.MANAGEMENT POWERS, DUTIES AND RESTRICTIONS

6.01Management Authority of the General Partner.

(a)The General Partner shall have full, complete and exclusive discretion to take, without the consent of the Limited Partner, any and all action of whatsoever type that the Partnership is authorized to take and to make all decisions with respect thereto, except as otherwise specifically provided in this Agreement.  By way of illustration and not limitation, the General Partner may, on behalf of the Partnership and as part of its business, and without the consent of the Limited Partners, sell, encumber or otherwise transfer any or all of the Partnership property, including its goodwill, or cause the Partnership to be merged with and/or into one or more partnerships, corporations or business trusts on such terms as the General Partner deems appropriate, submit a Partnership claim or liability to arbitration and execute documents authorizing a third party to confess a judgment against the Partnership, and the Limited Partners hereby consent to the taking of any such action by the General Partner.

(b)Except as otherwise specifically provided in this Agreement, the General Partner shall have no obligation to the Partnership or the Partners to make any capital contributions or advances to the Partnership, or otherwise supply or make available any funds to the Partnership, even if the failure to do so would result in a default in any of the Partnership’s obligations, a foreclosure on the Partnership’s property or other adverse

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consequence to the Partnership.  Notwithstanding the foregoing, the General Partner may, in its sole discretion, make loans and advances to the Partnership on such reasonable terms (including interest rate) as the General Partner deems appropriate.  The General Partner shall devote such portions of its time as it deems necessary to the affairs of the Partnership, without compensation.

(c)The General Partner is hereby appointed as the Partnership’s tax matters partner, as that term is used in the Internal Revenue Code and the regulations thereunder.

6.02Appointment of Employees and Agents.  The General Partner may appoint, employ, contract or otherwise deal with any Persons for the transaction of the business of the Partnership, which Persons may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.03Other Activities.  Any of the Partners may engage in other business ventures of every nature and description, independently or with others, even if such ventures are competitive with the Partnership’s business, and the engagement in such activities shall not be deemed to be wrongful or improper.  Neither the Partnership nor any other Partners shall, by virtue of their interest in the Partnership, have any rights in or to such ventures or the income or profits derived from them.

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6.04Liability for Acts or Indemnification; Omissions.

(a)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 this 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 this Agreement, and shall have no obligation or liabilities, express or implied, to the Partnership or any other Partner, except as specifically set forth in this Agreement.

(b)The Partnership hereby indemnifies and agrees to save the General Partner harmless against losses, damages, expenses (including, without limitation, court costs and attorneys’ fees), judgments and amounts paid in settlement incurred by them in connection with any threatened or contemplated claim, action, suit or proceeding to which the General Partner is a party or is 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 claim, action, suit or proceeding was not taken or omitted in good faith.  For purposes of this subsection, the determination of any claim, action, suit or proceeding by judgment, order or settlement will not of itself create a presumption that the General Partner did not act in good

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faith.  The General Partner shall have the right, but shall not be required to, cause the Partnership to obtain and pay the premiums on liability insurance at Partnership expense including, without limitation, the General Partner’s liability, securities law liability and other insurance in such amounts and with such carriers as the General Partner in its discretion deems appropriate.  For the purposes of this subsection the term “General Partner” includes the General Partner and its officers, directors, shareholders, members, employees and controlling persons.

6.05General Partner or Affiliates Dealing with Partnership.  The General Partner or any Affiliate of the General Partner may contract or otherwise deal with the Partnership for the provisions of goods or services if the compensation paid or promised for such goods or services is reasonable and is paid only for goods or services actually furnished to the Partnership.

6.06Reimbursement of Expenses.  Expenses incurred with respect to the organization of the Partnership and expenses allocable to the operation and management of the Partnership shall be borne by the Partnership.  The General Partner shall be entitled to reimbursement by the Partnership for its direct and indirect expenses allocable to the organization of the Partnership and the operation and management of the Partnership, including, but not limited to, reasonably allocable overhead, office rent, supplies, telephone, travel and copying charges, legal and accounting expenses and salaries (or the prorated portions thereof) of employees of the General Partner engaged in Partnership activities.

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VII.STATUS OF LIMITED PARTNERS

7.01Management of the Partnership.  No Limited Partner, in its status as such, shall take part in the management or control of the business of the Partnership nor transact any business in the name of the Partnership.  No Limited Partner in its status as such shall have the power to bind the Partnership or take any action on its behalf or sign any documents on behalf of the Partnership.  A Limited Partner shall, however, have the powers and be entitled to exercise the rights given to the Limited Partners by the terms of this Agreement, which rights are deemed to be rights affecting the basic structure of the Partnership and not the control of its business.  In any matter with respect to which a Limited Partner is entitled to cast a vote under this Agreement or under applicable law, a Limited Partner shall be entitled to a number of votes equal to such Partner’s percentage interest in cash distributions of the Partnership made pursuant to Section 5.02 of this Agreement.

7.02Limitation on Liability of Limited Partners.  The liability of each Limited Partner for the debts and obligations of the Partnership shall be limited in the manner specified in the Act.

VIII.     WITHDRAWAL OF PARTNERS; TRANSFERS
OF PARTNERSHIP INTERESTS

8.01Withdrawal of General Partner.  A General Partner shall be permitted to voluntarily withdraw from the Partnership, without breaching this Agreement, upon 30 days’ prior written notice to the Limited Partners and the appointment by Limited Partners holding 51% or more of the Partnership interests held by all Limited Partners of another General Partner within such 30 day period.  Notwithstanding anything to the contrary contained in the Act, as amended, in no

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event shall the General Partner be deemed to have withdrawn from the Partnership or ceased to be a general partner of the Partnership upon the occurrence of any of the events specified in Sections 17-402(a)(4) or (5) (or any successor thereto) of such Act, or any events similar thereto, unless the General Partner, after the occurrence of any such event, indicates in a written instrument that the General Partner has so withdrawn.

8.02Transfer of General Partner’s Interests.  The General Partner may from time to time sell or otherwise transfer portions of its partnership interests; provided, however, that except as otherwise provided herein the General Partner shall after giving effect to any such transfer retain at least a 1% interest in the profits, losses, gains, credits and distributions of the Partnership.  Simultaneously with the effectuation of any transfer made pursuant to this Section, the Partnership interest transferred shall be automatically converted to a limited partnership interest, provided that the interest attributable to such converted Partnership interest in the Partnership’s profits, losses, gains, credits and distributions shall remain the same as was attributable to the interest transferred immediately prior to such transfer.

8.03Transfer of Limited Partner’s Interest; Withdrawal of Limited Partners.

(a)No Limited Partner may without the written consent of the General Partner (which written consent may be withheld by the General Partner arbitrarily) voluntarily or involuntarily sell, assign, encumber or thereafter transfer all or any part of his interest in the Partnership except that in the

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case of Bankruptcy of a Limited Partner, its Partnership interest shall vest in the trustee, receiver or administrator of the bankrupt’s estate.

(b)The terms “interest in the Partnership” or “Partnership interest” as used in this Agreement includes, without limitation, the rights to profits, losses, gains, credits and distributions from the Partnership.

(c)Notwithstanding anything herein to the contrary, no transferee of a Limited Partner’s interest in the Partnership shall become a Substituted Limited Partner with respect to the transferred interest, unless and until the General Partner gives its written consent thereto (which written consent may be withheld by the General Partner arbitrarily) and the transferee shall:

(i)assume all the obligations of its predecessor under this Agreement with respect to the interest transferred;

(ii)deliver to the General Partner a statement, in form and substance satisfactory to the General Partner, acknowledging the assumption of such liability and that the transferee has read the provisions of this Agreement and intends to be legally bound as a Limited Partner by all the terms and conditions of this Agreement and any amendments or modifications thereof, and execute a counterpart of the Agreement as then in effect; and

(iii)pay all reasonable expenses (including, without limitation, legal and accounting fees) incurred by the Partnership in connection with such transfer, including but not limited to the cost

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of the preparation, filing and publishing of any amendment to the Partnership’s Certificate of Limited Partnership and any fictitious name or similar registrations necessary or desirable in connection therewith.

(d)Except as otherwise specifically provided in this Agreement, a Limited Partner may not withdraw from the Partnership or have the right to receive Partnership distributions, the return of his contribution or the fair value of his interest in the Partnership, at any time prior to the dissolution and winding up of the Partnership.

8.04Allocations with Respect to Transferor’s Interest.  Upon the assignment by a Limited Partner of all or any part of his Partnership interest to a Person becoming a Substitute Limited Partner, the net profits, net losses and credits for the entire fiscal year of the Partnership during which such assignment occurred shall be pro-rated between assignor and assignee on the basis of the number of days in the fiscal year preceding and succeeding the date as of which the assignment is executed, regardless of the period of the year in which such profit, loss or credit was actually recognized or such credit became available.

8.05Other Prohibited Transfers.  Notwithstanding anything to the contrary contained in any other provision of this Agreement, after the date hereof the sale or exchange or other disposition of all or any part of an interest in the capital and/or profits of the Partnership within the meaning of Section 708 of the Internal Revenue Code may not be made (and will be invalid) if the interest sought to be sold or exchanged or otherwise disposed of, when added to all other interests in

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the Partnership’s capital and/or profits transferred within the 12 consecutive month period ending on the date of such purported sale or exchange, would cause the termination of the Partnership for Federal income tax purposes pursuant to Section 708(b)(l)(B) of the Internal Revenue Code.

IX.TERMINATION OF THE PARTNERSHIP

9.01Dissolution.  The Partnership shall dissolve upon, but not before, the first to occur of the following:

(a)Upon the sale or other disposition of all or substantially all of the Partnership’s assets and the receipt of the final payments to be paid by the purchaser or transferee thereof (or a determination by the Liquidator that it is unlikely that any additional payments will be made);

(b)Upon the withdrawal, dissolution or Bankruptcy of a General Partner, unless all of the remaining General Partners, if any, agree within 30 days after such event to continue the Partnership and its business subject to the provisions of subsection 9.02(e);

(c)Upon the withdrawal, dissolution or Bankruptcy of the last remaining General Partner;

(d)December 31, 2096; or

(e)A decision of the General Partner to dissolve the Partnership.

9.02Winding Up and Distributions.

(a)In the event of a dissolution of the Partnership pursuant to Section 9.01, the assets of the Partnership shall be liquidated by the Liquidator and, after Partnership obligations have been discharged or provided for, and any reserves which the Liquidator deems reasonably necessary to

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provide for contingent and unforeseen liabilities or obligations of the Partnership have been established, the net proceeds of such liquidation shall be distributed in accordance with Section 5.03.

(b)All liquidating distributions shall be made in cash.  However, in connection with the sale by the Partnership and reduction to cash of its assets, although the Partnership has no obligation to offer to sell any properties to the Partners, any Partner, at the option of the Liquidator, may bid on and purchase any assets; it being agreed, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Liquidator may defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership (except those necessary to satisfy the Partnership’s current obligations).

(c)In connection with the termination of the Partnership, the Partnership’s accountants shall prepare and furnish to each Partner a statement setting forth the assets and liabilities of the Partnership as of the date of complete liquidation.  After distribution of all of the assets of the Partnership, the Limited Partners shall cease to be such, and the General Partner shall cause to be executed, acknowledged and filed all documents necessary to cancel the Partnership’s Certificate of Limited Partnership and fictitious name certificates, if any, and to terminate the Partnership.

X.BOOKS, RECORDS AND TAX ELECTIONS

10.01Books and Records.  The General Partner shall cause to be kept full and accurate books of the Partnership.  All books and records of the Partnership shall

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be kept at the Partnership’s principal office and shall be available at reasonable times for inspection and copying by any Limited Partner or its duly authorized representatives.  The books of the Partnership shall be kept on the accrual or cash basis as the General Partner shall determine, and the fiscal period of the Partnership shall also be determined by the General Partner.  Capital accounts for each General and Limited Partner shall be maintained as part of the books of the Partnership and the amount of profits or losses of the Partnership, as well as capital contributions to the Partnership, and distributions from the Partnership, shall be credited or charged, as the case may be, to the capital account of each General and Limited Partner.  An annual statement showing the income and expenses of the Partnership (and the portion allocable to each Partner), a balance sheet of the Partnership at the end of the fiscal year, and a statement of partners’ equity, together with all other information needed by the Partners for income tax purposes, shall be prepared by the Partnership’s accountants without audit and furnished to each Limited Partner within 120 days after the end of each fiscal year of the Partnership.  The General Partner may, at its option, cause an amendment to the Partnership’s Certificate of Limited Partnership to be filed to reflect any reductions in the Partner’s capital accounts but shall have no obligation to do so and shall have no liability to any party for any failure to do so.

10.02Capital Accounts.  No Partner shall have any obligation to eliminate a deficit balance in his capital account at any time, or bring its capital account into any particular parity with any other Partner’s capital account at any time, although this sentence shall not limit a Partner’s obligations pursuant to other sections of

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this Agreement.  No General Partner shall have any obligation to make up any deficit balance in any Partner’s capital account.

10.03Tax Elections.  The General Partner may cause the Partnership to make such tax elections (including, without limitation, the election under Section 754 of the Internal Revenue Code) as the General Partner deems appropriate in its sole discretion.

XI.           APPOINTMENT OF GENERAL PARTNER AS

ATTORNEY-IN-FACT

11.01Power of Attorney.  Each Limited Partner hereby irrevocably constitutes and appoints the General Partner its true and lawful attorney-in-fact, with full power of substitution, and with the General Partner having full power and authority in his name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices, such certificates, instruments and documents as may be necessary or appropriate to carry out the provisions of this Agreement or effectuate any action taken by or on behalf of the Partnership, including, but not limited to:

(a)all certificates and other instruments (including, without limitation, counterparts of this Agreement and the Partnership’s Certificate of Limited Partnership and fictitious name certificates), and any amendment thereof, which the General Partner deems appropriate to qualify or continue the Partnership as a limited partnership in the jurisdictions in which the partnership may conduct business or to comply with any applicable law or regulation;

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(b)all instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of this Agreement; and

(c)all conveyances and other instruments which the General Partner deems appropriate to reflect the dissolution and termination of the Partnership.

11.02Survival of Power of Attorney.  The appointment by each Limited Partner of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing and other action by them on behalf of the Partnership and shall, to the fullest extent permitted by applicable law, survive the Bankruptcy of any Partner hereby giving such power and the transfer or assignment of all or any part of the interest of such Partner; provided, however, that in the event of the transfer by a Limited Partner of all or any part of its interest, the foregoing power of attorney of the transferor Limited Partner shall survive such transfer only until such time, if any, as the transferee shall have been admitted to the Partnership as a Substitute Limited Partner and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

XII.GENERAL PROVISIONS

12.01Amendments.  No amendment of this Agreement shall be binding unless agreed to by the General Partner and the Limited Partner.

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12.02Indulgences, Etc.  Neither the failure nor any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

12.03Controlling Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the substantive laws of the state of Delaware, notwithstanding any conflict-of-law provisions to the contrary.

12.04Notices.  All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed to the Partnership at its principal place of business and addressed to any other party at the address shown for such party on the Partnership’s books.  Any party may alter its address on the Partnership’s books by giving notice thereof to the General Partner, but such

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change shall not be effective unless and until such notice is actually received by the General Partner.

12.05Exhibits.  Any Exhibits attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.

12.06Binding Nature of Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement in any manner other than as provided in this Agreement.

12.07Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

12.08Provisions Separable.  The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

12.09Entire Agreement.  This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.  The

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express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.  This Agreement may not be modified or amended other than by an agreement in writing.

12.10Paragraph Headings.  The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

12.11Gender, Etc.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

12.12Number of Days.  In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or holiday.

12.13Interpretation.  No provision of this Agreement is to be interpreted for or against either party because that party or that party’s legal representative or counsel drafted such provision.

12.14Reliance.  Each party acknowledges that, in entering into this Agreement and making any capital contributions pursuant hereto, it is relying solely upon its own investigation and the contents of this Agreement and any agreements executed concurrently herewith and not upon any statements made or materials produced by any other party or such other party’s representatives.

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12.15Further Assurances.  In addition to the documents and instruments to be delivered as herein provided, each of the parties hereto shall, from time to time at the request of the General Partner, execute and deliver such instruments and shall take such other action as may be required to carry out more effectively the terms of this Agreement.

12.16Corporate Authority.  Any corporation or other entity signing this Agreement represents and warrants that the execution, delivery and performance of this Agreement by such corporation or other entity has been duly authorized by all necessary corporate or other action and is valid and binding upon such corporation or other entity.

12.17No Third-Party Beneficiaries.  Notwithstanding anything to the contrary contained herein, no provision of this Agreement is intended to benefit any party other than the Partnership, the signatories hereto and their permitted successors and assigns nor shall any such provision be enforceable by any other party.

12.18Waiver of Partition.  Each party does hereby waive any right to partition or the right to take any other action which might otherwise be available to such party outside of the provisions of this Agreement for the purpose of severing his relationship with the Partnership or such party’s interest in the property held by the Partnership from the interests of the other parties until the end of the term of both this Partnership and any successor partnership formed pursuant to the terms hereof.

23

12.19Nominal Title Holder.  Any or all Partnership property may, at the option of the General Partner, be held in the name of one or more nominal title holders chosen by the General Partner for the Partnership.

12.20Controversies With Internal Revenue Service.  In the event of any controversy with the Internal Revenue Service or any other taxing authority involving the Partnership or any Partner or Partners, the outcome of which may adversely affect the Partnership, directly or indirectly, or the amount of allocation of profits, gains, credits or losses of the Partnership to one or more Partners, the Partnership may, at its option, incur expenses it deems necessary or advisable in the interest of the Partnership in connection with any such controversy, including, without limitation, attorneys’ and accountants’ fees.

24

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

Limited Partner:		General Partner:
DOPACO, INC.		DOPACO PACIFIC LLC
By:	/s/ Lois A. Meeth	By	/s/ Lois A. Meeth
	Name: Lois A. Meeth		Name: Lois A. Meeth
	Title: Vice President		Title: Vice President

25

EX-3.63

Exhibit 3.63

CERTIFICATE OF FORMATION

OF

DOPACO PACIFIC LLC

This Certificate of Formation of DOPACO PACIFIC LLC (the “LLC”), dated as of February 12, 1997 is being duly executed and filed by Jennifer L. Dombrowski, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. Sec. 18-101, et seq.).

FIRST.  the name of the limited liability company formed hereby is

DOPACO PACIFIC LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jennifer L. Dombrowski

Jennifer L. Dombrowski

EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

DOPACO PACIFIC LLC

This Limited Liability Company Agreement (this “Agreement”) of Dopaco Pacific LLC, a Delaware limited liability company (the “Company”), is entered into as of the 12th day of February, 1997, by and between Dopaco, Inc. (“Dopaco”) and Edward P. Fitts (“Fitts”; with Dopaco, collectively, the “Members”, and each, a “Member”).

W I T N E S S E T H :

Dopaco has caused to be formed on February 12, 1997, by an authorized person, a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. Sec. 18-101, et seq.), as amended from time to time (the “Act”), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

1.                                                                                                                                     0;  Defined Terms.  In addition to the terms defined elsewhere herein, as used herein the following terms shall have the meanings specified below:

“Capital Account” - the amount set forth opposite a Member’s name on the signature page of this Agreement under the heading “Capital Contribution,” adjusted for profits, losses, additional contributions and distributions and otherwise appropriately reflecting Company transactions attributable to each Member.  Capital Account balances shall be maintained in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv), as it now exists or as it may be amended.

“Capital Contributions” - the amount contributed by the Members to the Company, as reflected opposite each Member’s name under the heading “Capital Contribution” on the signature page of this Agreement, and including any subsequent contributions.

“Membership Interest” - the percentage interest of a Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise) and voting power.

2.                                                                                                                                     0;  Name.  The name of the Company is Dopaco Pacific LLC.

3.                                                                                                                                     0;  Purpose.  The purpose of the Company is to engage in the business of owning partnership interests and serving as general partner of certain limited partnerships directly or indirectly affiliated with the Members and to otherwise engage in such business activities as the Manager, as defined in Section 4(a), from time to time may consider to be in the best interests of the Company and to engage in any other lawful business and activity permitted to be engaged in by a limited liability company pursuant to the Act.

4.                                                                                                                                     0;  Control and Management.

(a)Power and Authority of the Manager.  Management of the business and affairs of the Company shall be vested in one or more Managers (the “Manager”).  The Manager shall be Dopaco or its successor as determined by the Members.  The Members may remove the Manager at any time.  The Manager shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, including, but not limited to, the following:

2

(i)                                                                                                                                     < /font>to appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers of the Company as the Manager deems appropriate to carry out and execute the decisions and instructions of the Manager in the day to day operations of the business of the Company.  Such officers shall have such duties and powers as are from time to time specified by the Manager and they may be removed by the Manager at any time with or without cause;

(ii)to retain all or any part of the Company’s assets as long as the Manager deems advisable, and to invest, reinvest and keep invested all or any part thereof, without being restricted in any way with respect to the type of assets retained or invested in or with respect to the portion of the assets devoted to any investment;

(iii)to purchase, lease or otherwise acquire the ownership, use or benefit of assets, properties, rights or privileges, real or personal, tangible or intangible, of any kind or description, whether income producing or not;

(iv)to sell, pledge, mortgage, lease without limit of time, exchange, or to grant options for the purchase, lease or exchange of any Company assets, on such terms and conditions as the Manager may determine;

(v)to vote at any election or meeting of any corporation, partnership, limited liability company, joint venture or other entity, in person or by proxy, to appoint agents to do so in the place and instead of the

3

Manager, and to exercise all rights (including without limitation approval and consent rights) that the Company may have with respect to such entity, whether pursuant to applicable law, governing documents, contracts or otherwise;

(vi)to borrow money for any purpose that the Manager considers to be for the benefit of the Company or to facilitate its administration, and to mortgage or pledge Company assets to secure the repayment thereof;

(vii)to retain and pay a custodian, accountants, counsel, brokers and other agents and to incur any other expenses which are reasonably related to the operation of the Company;

(viii)to establish a brokerage account, and to hold or register assets in the name of a broker, nominees, the nominees of their custodian or broker, or their agent or their agent’s custodian, or in bearer form, without disclosing any Company or fiduciary relationship; and

(ix)to invest in time deposits and savings accounts and to maintain banking accounts in any institutions determined by the Manager.

(b)Voting. 0; Each Member shall vote in proportion to such Member’s Membership Interest.  Except as otherwise expressly provided to the contrary in this Agreement, a vote of a majority in interest (based upon the percentages set forth in Section 5(e)) of the Company shall be required for the approval of any action taken by the Members.  Members may vote in person or by proxy at a meeting of Members (which may be held by conference telephone), or by consent

4

in writing without a meeting signed by a Member or Members holding a majority in interest in the Company; provided, that any action that shall result in any personal liability to Fitts shall require the prior approval of Fitts.

(c)Binding Effect of Actions.  Each Member shall be bound by, and hereby consents to, any and all actions taken and decisions made by the Manager in accordance with the terms of this Agreement.  All third parties shall be entitled to rely upon the actions or decisions of the Manager that purport to be on behalf of the Company as being binding upon, and duly authorized by, the Company.  The Manager and any person designated by the Manager shall have the authority to bind the Company.  The Members, other than any Member who is a Manager or the designee of the Manager, shall not have the authority to bind the Company.

(d)Business Combination.  Notwithstanding any other provision of this Agreement, at the election of a majority in interest of the Company, the Company may (i) engage in a merger or consolidation with or into any corporation, partnership, limited liability company or any other entity, whether or not the Company shall be the surviving entity of such merger or consolidation; or (ii) sell all or substantially all of its assets to any person or entity; or (iii) engage in any similar business combination.

5.                                                                                                                                     0;  Company Capital and Initial Membership Interests.

(a)A Capital Account shall be established for each Member which Capital Account shall be credited initially with the amount set forth opposite such Member’s name under the heading “Capital Contribution” on the signature page of this Agreement, and shall thereafter be credited with such Member’s share of

5

profits and additional Capital Contributions, charged with distributions and such Member’s share of losses and otherwise, appropriately reflect Company transactions.  The initial Capital Contribution of each Member shall be paid in cash upon execution of this Agreement.

(b)No Member shall be required to lend any funds to the Company or to contribute any capital to the Company in excess of the amount that is initially credited to such Member’s Capital Account.

(c)No interest shall be paid on or with respect to the Capital Contribution or Capital Account of any Member.

(d)No Member shall have the right to withdraw or reduce such Member’s Capital Contribution.

(e)The percentage of Membership Interest of each Member shall be as follows:

Dopaco, Inc.-79%

Edward P. Fitts-21%

6.                                                                                                                                     0;  Computation and Allocation of Profits and Losses.

(a)Net Income or Net Loss.  “Net Income” and “Net Loss” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such year or period, other than items of income or loss specially allocated pursuant to this Agreement, as determined by the Company’s accountants in accordance with Section 703(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in Net Income or Net Loss), with

6

the adjustments required to comply with the Capital Account maintenance roles of Treasury Regulation Section 1.704-1(b).

(b)Allocation of Net Income or Net Loss Generally.  Except as otherwise provided in this Section 6, Net Income or Net Loss, and all tax credits of the Company for each fiscal period, shall be allocated among the Members in accordance with their respective Membership Interests.

(c)Tax Allocation.  Solely for federal income tax purposes, items of income, gain, loss and deduction shall be allocated among the Members in a manner so as to take into account the difference between the income tax basis of property contributed to the Company immediately after its contribution to the Company and its value for purposes of this Agreement, as required by Section 704(c) of the Code.  In making these allocations, the Company shall specially allocate only items arising out of the sale of the contributed asset (or, in the case of any contributed partnership interest, the underlying property) and shall not adjust for the variation by allocating items arising out of the ordinary operations of the Company, unless otherwise required by the Code or the applicable Treasury Regulations.

7.                                                                                                                                     0;  Distributions.

(a)Subject to Sections 7(b) and 7(c) below, distributions of cash and/or other assets or property of the Company, from whatever source (including, without limitation, net proceeds of Company operations and sale, financing or refinancing of Company assets) shall be made to the Members in accordance with their respective Membership Interests at such times, and in such amounts, as the

7

Manager shall determine.  In making such determination, the Manager may set aside funds and establish reserves for such items as the Manager shall determine, including, without limitation, working capital, maintenance of bonding capacity, capital expenditures, acquisition of other assets by the Company and the satisfaction of liabilities (including, without limitation, contingent liabilities) as they may come due.

(b)With respect to any fiscal year of the Company in which Members are allocated taxable income for federal income tax purposes (and for this purpose all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703 of the Code shall be included in this calculation of taxable income (other than the amount, if any, by which capital losses exceed capital gains)) the Company may, in the sole discretion of the Manager, distribute to the Members, within 90 days after the close of such fiscal year, no less than the amount determined by multiplying the Company’s taxable income (computed as set forth in this sentence) by the highest composite federal, state and local income tax rate applicable to any Member.  Notwithstanding the foregoing, no such distribution shall be made by the Company if the making of any such distributions would constitute a violation of any loan agreement or other agreement to which the Company is a party or by which it is bound, or any rule or regulation applicable to the Company.

(c)Any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the

8

Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation.  The Manager shall have the authority to take all actions necessary on behalf of the Company to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section.  Nothing in this Section shall create any obligation on the Company to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

8.                                                                                                                                     0;  Other Interests of Members.  Subject to any limitations arising from other agreements or otherwise, (a) nothing herein shall limit the Members, as well as affiliates of the Members, from engaging in any business or profession or possessing any interest in other businesses or professions of every nature and description, independently or with others, including, without limitation, any business or other activity which might be in competition with the business or activities conducted by the Company; and (b) neither the Company nor the other Members will have any rights in such ventures, including, without limitation, any rights to the income or profits thereof, by virtue of being Members in the Company.

9.                                                                                                                                     0;  Home Office.  The principal executive office of the Company shall be located at 241 Woodbine Road, Downingtown, Pennsylvania 19335, or at such other location as may be determined by the Manager.  The Company may also have such other

9

offices at such other locations as may from time to time be deemed advisable by the Manager.

10.Restrictions on Transfer of Membership Interests.  No Membership Interest may be sold, assigned, transferred, given, bequeathed, donated, mortgaged, pledged, attached, levied upon, seized by or for creditors, or otherwise encumbered or disposed of, whether by act of the Member or by operation of law, without the prior written consent of the Manager.

11.Purchase of Membership Interests by the Company.

(a)Upon the death or adjudication of incompetency of any Member, the Company may, in the sole discretion of the Manager, either (i) purchase all but not less than all of the Membership Interests of the deceased or incompetent Member or (ii) dissolve and wind up its affairs as if a Dissolution Event had occurred under Section 12(b) hereof.  The Company shall give written notice of its election to the executor, administrator, guardian, conservator or other legal personal representative of the deceased or incompetent Member within one hundred eighty (180) days after the death or adjudication of incompetence.

(b)The purchase price for a Membership Interest purchased by the Company pursuant to this Section 11 shall be an amount equal to the book value thereof as of the end of the calendar quarter in which occurred the event giving rise to the obligation to purchase (or to dissolve), as determined by the Company’s accountants in accordance with generally accepted accounting principles, less any amount owed the Company by the selling Member.

10

(c)Settlement for the purchase by the Company of a Membership Interest pursuant to this Section 11 shall take place on or before the later of (i) thirty (30) days after the Company’s notice of its election or (ii) forty-five (45) days after the end of the calendar quarter upon which the purchase price is based.  Settlement shall take place at the principal executive office of the Company during regular business hours, with the precise date and time to be fixed by the Company by notice to the seller not less than five (5) business days prior to the settlement date.  At settlement (i) the seller shall deliver to the Company a duly executed assignment in form reasonably satisfactory to the Company and, if the seller is a personal representative of a deceased or incompetent Member, evidence of such seller’s legal status reasonably satisfactory to the Company, and (ii) the Company shall deliver to the seller its check for the purchase price.

12.Term.

(a)Term.   The Company was formed by the filing of the Certificate of Formation of the Company with the Office of the Secretary of State of Delaware and shall continue until December 31, 2096, unless sooner terminated pursuant thereto.

(b)Events of Dissolution.  The Company shall be dissolved and its affairs wound up upon the first to occur of the following (a “Dissolution Event”):

(i)                                                                                                                                     < /font>The latest date on which the Company is to dissolve, if any, provided in the Certificate of Formation of the Company, as amended from time to time;

(ii)The written consent of both Members;

11

(iii)The failure of the Company to purchase the Membership Interest of a Member upon death, incompetency or termination as set forth in Section 11 above;

(iv)The death, insanity, adjudication of incompetence, bankruptcy, retirement, expulsion or resignation of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company under the Act, unless within ninety (90) days after such event the other Member elects to continue the Company; or

(v)the election of the Manager to dissolve the Company.

(c)Certifica te of Cancellation.  Unless there is an election to continue the business of the Company as provided in Section 12(b)(iv), then within 180 days following the dissolution and the commencement of the winding up of the Company, the Company shall execute a Certificate of Cancellation in the form prescribed by the Act.

(d)Distributions upon Dissolution.  In the event of a dissolution of the Company, the assets of the Company shall be liquidated in such manner as the Manager shall determine and, after Company obligations to third parties have been discharged or provided for in accordance with applicable law, the net proceeds of such liquidation shall be distributed as follows:

(i)                                                                                                                                     < /font>First, among the Members who have made unrepaid loans or advances to the Company, in proportion to the amount of such loans and advances and the unpaid interest thereon; and

12

(ii)Second, among the Members in accordance with their respective Membership Interests.

A reasonable time shall be allowed for such liquidation in order to minimize the losses normally attendant upon a liquidation.

(e)In connection with the Company’s liquidation, the Company’s accountants shall compile and furnish to each Member a statement setting forth the assets and liabilities of the Company as of the date of complete liquidation.

13.Books and Records.

(a)The Manager shall cause to be kept full and accurate books of the Company.  All books and records of the Company shall be kept at the Company’s principal office and shall be available at such location at reasonable times for inspection and copying by the Members or their duly authorized representatives.  The books will be kept on an accrual basis and the fiscal year of the Company shall be the calendar year.  All information needed by the Members for income tax purposes shall be prepared by the Company’s accountants and furnished to each Member after the end of each fiscal year of the Company.

(b)The books will be closed and balanced at the end of each fiscal year.  The Company will make available to each Member, upon written request, within ninety (90) days after the close of each fiscal year, copies of the Company’s annual financial statements, including a written balance sheet and statement of income or loss.  Such financial statements will also indicate the Members’ share of the Net Income and Net Loss and other relevant fiscal items of the Company for such year.  The Manager shall arrange for the preparation of all

13

tax returns required to be filed for the Company.  Each Member shall be entitled to receive, upon written request, copies of all federal, state and local income tax returns and information returns, if any, which the Company is required to file.

14.Indemnification< /u>.

(a)Right to Indemnification.  Each person who was or is made a party 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 (hereinafter a “proceeding”), by reason of the fact that he or she is or was (i) a Member, 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 Manager, director, officer, employee or agent of another corporation or of another limited liability company or a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a Manager, director, officer, employee or agent or in any other capacity while serving as a Manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act or other Delaware law, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that the Company shall not indemnify such indemnitee in connection with a proceeding (or part thereof) initiated by the Company.

14

(b)Right to Advancement of Expenses.  The right to indemnification conferred in Section 14(a) above shall include the right to be paid by the Company the expenses actually and reasonably incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if applicable law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Member, Manager or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 14 or otherwise.

(c)Indemnifi cation of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Company, or other persons, or to directors, officers, employees or agents of other companies that have been merged into or consolidated with the Company, to the fullest extent of the provisions of this Section 14 with respect to the indemnification and advancement of expenses of the Manager and officers of the Company.

(d)Insurance.& #160; The Company may maintain insurance, at its expense, to protect itself and any Member, Manager, officer, employee or agent of the

15

Company or another corporation, partnership, joint venture, trust or other enterprise, or any other person, 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 Delaware law.

(e)Non-Exclu sivity of Rights.  The rights conferred on any person by this Section 14 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Formation, agreement, vote of Members or otherwise.

(f) Amendment or Repeal.  Any repeal or modification of this Section 14 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

(g)Changes in Delaware Law.  References in this Section 14 to Delaware law or to any provision thereof shall be to such law as it existed on the date this Agreement was executed or as such law thereafter may be changed; provided that (a) in the case of any change which limits the indemnification rights or the rights to advancement of expenses which the Company may provide, the rights to indemnification and to the advancement of expenses provided in this Section 14 shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Company without the requirement of any further action by Members or the Manager to provide broader indemnification rights or rights to the advancement of expenses than the Company was permitted to provide prior to

16

such change, then the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

(h)Applicability.  The provisions of this Section 14 shall be applicable to all actions, suits or proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior or subsequent to such adoption and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent of, or to render services for or at the request of the Company or, as the case may be, its parent or a subsidiary, and shall inure to the benefit of the heirs and personal representatives of such person.

15.No Appraisal Rights.  Members shall not have rights to appraisal with respect to Membership Interests in connection with any amendment of this Agreement, any merger or consolidation in which the Company is a constituent party to the merger or consolidation, the sale of all or substantially all of the Company’s assets or any other circumstances under which contractual appraisal rights may be permitted under the Act, as it may be amended from time to time.

16.Governing Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions) shall be governed by and construed in accordance with the domestic laws of the State of Delaware, notwithstanding any choice of laws doctrines of such jurisdiction or any other jurisdiction which ordinarily would cause the substantive law of another jurisdiction to apply, without the aid of any canon, custom or rule of law requiring construction against the draftsman.

17

17.Notices. 0; All notices, requests or consents provided for or permitted to be given under this Agreement shall be in writing and shall be given either by depositing that writing in the United States mail, addressed to the recipient, postage prepaid and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request or consent given under this Agreement is effective on receipt by the person to receive it.  All notices, requests and consents to be sent to a Member must be sent to or made at the address given for that Member on the signature page of this Agreement or at such other address as that Member may specify by notice to the other Members or, in the absence of such specification, to the Member’s last known address.  Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

18.Tax Matters Member.  Dopaco shall act on behalf of the Company as the “tax matters member” within the meaning of Section 6231(a)(7) of the Code.

19.Amendment.&# 160; This Agreement may not be amended without the consent in writing of both Members.

20.Liability of Members.  The Members shall have no liability for the obligations or liabilities of the Company except to the extent required by the Act.

21.Binding Effect.  This Agreement shall be legally binding upon the parties and their respective heirs, successors and assigns.

22.Provisions Separable.  The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid

18

or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

23.Entire Agreement.  This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

24.No Third-Party Beneficiaries.  Notwithstanding anything to the contrary contained herein, no provision of this Agreement is intended to benefit any party other than the Company, the signatories hereto and their permitted successors and assigns nor shall any such provision be enforceable by any other party.

25.Purchase of Fitts’s Interest.  Notwithstanding any other provision of this Agreement, in the event that Dopaco shall cease to maintain its status as a subchapter S corporation under the laws and regulations of either the United States or the Commonwealth of Pennsylvania regarding taxation, then Dopaco shall have the option to purchase from Fitts all or any part of Fitts’s Membership Interest at a price equal to Fitts’s initial Capital Contribution set forth on the signature page hereto.

19

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day and year first above written.

DOPACO, INC.		CAPITAL CONTRIBUTION
241 Woodbine Road
Downingtown, PA 19335
By:	/s/ Edward P. Fitts	$79.00
	Edward P. Fitts
	Chief Executive Officer
	/s/ Edward P. Fitts	$21.00
	Edward P. Fitts
	241 Woodbine Road
	Downingtown, PA 19335

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EX-3.65

Exhibit 3.65

For Ministry Use Only

Ontario Corporation Number 1454287

Form 4 Business Corporations Act

ARTICLES OF AMALGAMATION

1.The name of the amalgamated corporation is:

G

A

R

V

E

N

I

N

C

O

R

P

O

R

A

T

E

D

2.The address of the registered office is:

492 Sovereign Court

(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)

London, Ontario

N

6

M

1

B

2

(Name of Municipality or Post Office)

Postal Code)

3.Number (or minimum and maximum number) of directors is:

Minimum – One (1)

Maximum – Five (5)

4.The director(s) is/are:

Administrateur(s):

First name, initials and surname

Addresses for service, giving Street & No. or R.R. No., Municipality and Postal Code

Resident Canadian State Yes or No

Paul D. House

4429 15th Street, Jordan Station, Ontario L0R 1S0

Yes

Donald B. Schroeder

1090 Westhaven Drive, Burlington, Ontario  L7P 5B5

Yes

Tom McNeely

1464 Bayshire Drive Oakville, Ontario  L6H 6E7

Yes

5.  (A)The amalgamation agreement has been duly adopted by the shareholders of each of the

o

amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.
		Check A or B
(B)The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below.  The articles of amalgamation in substance contain the provisions of the articles of incorporation of and are more particularly set out in these articles.			ý	(
Names of amalgamating corporations	Ontario Corporation Number				Date of Adoption/Approval
Garven Incorporated	241862				November 29, 2000
Maidstone Town Centre Inc.	905266				November 29, 2000
6.Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.
None
7.The classes and any maximum number of shares that the corporation is authorized to issue:
The Corporation is authorized to issue an unlimited number of common shares without par value.
8.Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:
None.
9.The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:
(i)The right to transfer shares of the capital stock of the Corporation shall be restricted in that no shares shall be transferred without either:
(a)The previous express sanction of the holders of at least fifty-one per cent (51%) of the outstanding shares, or

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(b)The sanction of the Directors of the Corporation expressed either by resolution passed by a majority of the Board or by instrument signed by a majority thereof.
10.Other provisions.  (if any):
(i)The number of shareholders of the Corporation (exclusive of persons who are in the employment of the Corporation) is hereby limited to Fifty-(50), two or more persons holding one or more shares jointly being counted as a single share-holder;
(ii)Any invitation to the public to subscribe for any shares, debentures, debenture stock of the Corporation is hereby prohibited.
11.The statements required by subsection 17B(2) of the Business Corporations Act are attached as Schedule ”A”.
12.A copy of the amalgamation agreement or directors resolutions (as the case may be) is/are attached as Schedule ”B”.
These articles are signed in duplicate.
Names of the amalgamating corporations and signatures and descriptions of office of their proper officers
GARVEN INCORPORATED		MAIDSTONE TOWN CENTRE INC.
Per:	/s/ Tom McNeely	Per:		/s/ Paul D. House
	Tom McNeely, C.F.O.		Paul D. House, President

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SCHEDULE ”A-1” TO ARTICLES OF AMALGAMATION OF

GARVEN INCORPORATED AND MAIDSTONE TOWN CENTRE INC.

STATEMENT OF DIRECTOR OR OFFICER OF
GARVEN INCORPORATED

The undersigned, a director or officer of Garven Incorporated (“Garven”), one of the amalgamating corporations referred to in the Articles of Amalgamation to which this schedule is attached as Schedule ”A-l”, hereby states that:

1.there are reasonable grounds for believing that Garven is, and the amalgamating corporation will be, able to pay its liabilities as they become due and the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes;

2.there are reasonable grounds for believing that no creditor of Garven will be prejudiced by the amalgamation;

3.no creditors of Garven have notified the Corporation that they object to the amalgamation and therefore section 178(2)(c) of the Business Corporations Act (Ontario) (the “Act”) is not applicable; and

4.with respect to section 178(2)(d) of the Act, this section is not applicable in light of the statement made in reference to section 178(2)(c) of the Act.

DATED the 29^th day of November, 2000.

/s/ Tom McNeely

TOM McNEELY, C.F.O.

SCHEDULE ”A-2” TO ARTICLES OF AMALGAMATION OF

GARVEN INCORPORATED AND MAIDSTONE TOWN CENTRE INC.

STATEMENT OF DIRECTOR OR OFFICER OF
MAIDSTONE TOWN CENTRE INC.

The undersigned, a director or officer of Maidstone Town Centre Inc. (“Maidstone”), one of the amalgamating corporations referred to in the Articles of Amalgamation to which this schedule is attached as Schedule ”A-2”, hereby states that:

1.there are reasonable grounds for believing that Maidstone is, and the amalgamating corporation will be, able to pay its liabilities as they become due and the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes;

2.there are reasonable grounds for believing that no creditor of Maidstone will be prejudiced by the amalgamation;

3.no creditors of Maidstone have notified the Corporation that they object to the amalgamation and therefore section 178(2)(c) of the Business Corporations Act (Ontario) (the “Act”) is not applicable; and

4.with respect to section 178(2)(d) of the Act, this section is not applicable in light of the statement made in reference to section 178(2)(c) of the Act.

DATED the 29th day of November, 2000.

/s/ Paul D. House

PAUL D. HOUSE, President

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SCHEDULE B-1

RESOLUTIONS OF THE DIRECTORS

of

GARVEN INCORPORATED

(hereinafter called the “Corporation”)

WHEREAS the Corporation and its sister corporation, Maidstone Town Centre Inc., are wholly owned subsidiaries of Wentim, Ltd;

BE IT RESOLVED THAT:

1.The Corporation and its sister corporation, Maidstone Town Centre Inc., shall amalgamate pursuant to sections 174 and 177 of the Business Corporations Act (Ontario), effective December 31, 2000, and shall continue as one corporation under the name of Garven Incorporated (the “Amalgamated Corporation”).

2.Any director or officer of the Corporation be and he is hereby authorized and directed, for and on behalf of the Corporation, to executed and deliver all such documents and to do all such other acts or things as he may determine to be necessary or advisable to give effect to this resolution (including, without limitation, the delivery of articles of amalgamation in the prescribed form to the Director appointed under the Business Corporations Act (Ontario)), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

3.Effective upon the issuance of a Certificate of Amalgamation pursuant to Section 178 of the Business Corporations Act (Ontario), and without affecting the validity of the incorporation and existence of the Corporation under its articles of incorporation and of any act done thereunder, all of the shares of the Corporation shall be cancelled without any repayment of capital in respect thereof.

4.The by-laws of the Amalgamated Corporation shall be the same as the by-laws of Maidstone Town Centre Inc.

5.The Articles of Amalgamation of the Amalgamated Corporation shall be the same as the Articles of Incorporation of Maidstone Town Centre Inc.

6.The stated capital of the Corporation shall be added to the stated capital of Maidstone Town Centre Inc.

The foregoing resolutions are hereby consented to by all the Directors set out hereto pursuant to the Business Corporations Act (Ontario).

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DATED the 29^th day of November, 2000.

/s/ Paul D. House	/s/ Tom McNeely
PAUL D. HOUSE	TOM McNEELY
/s/ Donald B. Schroeder
DONALD B. SCHROEDER

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SCHEDULE B-2

RESOLUTIONS OF THE SOLE DIRECTOR

of

MAIDSTONE TOWN CENTRE INC.

(hereinafter called the “Corporation”)

WHEREAS the Corporation and its sister corporation, Garven Incorporated, are wholly owned subsidiaries of Wentim, Ltd;

BE IT RESOLVED THAT:

1.The Corporation and its sister corporation, Garven Incorporated, shall amalgamate pursuant to Sections 174 and 177 of the Business Corporations Act (Ontario), effective December 3l, 2000, and shall continue as one corporation under the name of Garven Incorporated (the “Amalgamated Corporation”).

2.Any director or officer of the Corporation be and he is hereby authorized and directed, for and on behalf of the Corporation, to executed and deliver all such documents and to do all such other acts or things as he may determine to be necessary or advisable to give effect to this resolution (including, without limitation, the delivery of articles of amalgamation in the prescribed form to the Director appointed under the Business Corporations Act (Ontario)), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

3.Effective upon the issuance of a Certificate of Amalgamation pursuant to Section 178 of the Business Corporations Act (Ontario), all of the shares of Garven Incorporated shall be cancelled without any repayment of capital in respect thereof.

4.The by-laws of the Amalgamated Corporation shall be the same as the by-laws of the Corporation.

5.The Articles of Amalgamation of the Amalgamated Corporation shall be the same as the Articles of Incorporation of the Corporation.

6.The stated capital of Garven Incorporated shall be added to the stated capital of the Corporation.

The foregoing resolutions are hereby consented to by the sole director of the Corporation pursuant to the Business Corporations Act (Ontario).

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DATED the 29^th day of November, 2000.

/s/ Paul D. House

PAUL D. HOUSE

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EX-3.66

Exhibit 3.66

INDEX
TO
BY-LAWS NO. 1 AND 2

MAIDSTONE TOWN CENTRE INC.

NO. 1 — TRANSACTION OF BUSINESS AND AFFAIRS

Paragraph No.
GENERAL BUSINESS
1.	Registered Office
2.	Seal
3.	Financial Year
4.	Banking Arrangements
5.	Execution of Instruments
DIRECTORS
6.	Power of Directors
7.	Number of Directors and Quorum
8.	Qualifications
9.	Resident Canadians
10.	Transaction of Business
11.	Election and Term
12.	Removal of Directors
13.	Vacancies
14.	Calling of Meetings
15.	First Directors Meeting
16.	Place of Meeting
17.	Participation by Telephone
18.	Votes to Govern
19.	Remuneration of Directors
20.	Transaction of Business by Signature
21.	One Director
22.	Declaration of Interest
23.	Avoidance Standards

24.	Standard of Care
25.	Indemnity of Directors and Officers
26.	Insurance for Directors and Officers
27.	Financial Assistance
OFFICERS
28.	Appointed Officers
29.	President
30.	Vice-President
31.	General Manager
32.	Secretary
33.	Treasurer
34.	Other Officers
35.	Variation of Duties
36.	Agents and Attorneys
37.	Fidelity Bonds
SHARES
38.	Allotment
39.	Payment of Commission
40.	Security Certificates
41.	Replacement of Security Certificates
42.	Central and Branch Registers
43.	Transfer of Securities
44.	Dealings with Registered Holder
45.	Lien on Shares
SHAREHOLDERS
46.	Annual Meetings
47.	Special Meeting
48.	Notices
49.	Reports to Shareholders
50.	Persons Entitled to be Present

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51.	Record Date
52.	Quorum
53.	Right to Vote
54.	Representatives
55.	Proxies
56.	Joint Shareholders
57.	Scrutineers
58.	Votes to Govern
59.	Show of Hands
60.	Polls
61.	Casting Vote
62.	Adjournment
63.	Transaction of Business by Signature
64.	One Shareholder
65.	Dividends
NOTICES
66.	Method of Giving
67.	Computation of Time
68.	Omissions and Errors
69.	Notice to Joint Shareholders
70.	Persons Entitled by Death or Operation of Law
71.	Waiver of Notice
INTERPRETATION
72.	Interpretation
	MAKING AND CONFIRMATION
NO. 2 - BORROWING
	Borrowing of Money, the Issuing of Debt Oligations and the Securing of Liabilities
	MAKING AND CONFIRMATION

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BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE TRANSACTION
OF THE BUSINESS AND AFFAIRS OF

MAIDSTONE TOWN CENTRE INC.

BE IT ENACTED and it is hereby enacted as a by-law of

MAIDSTONE TOWN CENTRE INC.

(hereinafter called the “Corporation”) as follows:

GENERAL BUSINESS

Registered Office

1.The directors may from time to time by resolution fix the location of the registered office of the Corporation within the municipality or geographic township within Ontario as specified in its articles.

Seal

2.The Corporation shall have a corporate seal which shall be adopted and may be changed by resolution of the directors.

Financial Year

3.The first financial year of the Corporation shall terminate on a date to be determined by the directors of the Corporation and thereafter on the anniversary date thereof in each year, until changed by resolution of the directors of the Corporation.

Banking Arrangements

4.The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the directors may designate, appoint or authorize from time to time by resolution and all such banking business or any part thereof shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the board may designate, direct or authorize from time to time by resolution and to the extent therein provided, including without restricting the generality of the foregoing, the operation of the Corporation’s accounts:  the making, signing, drawing, accepting, endorsing, negotiating, allotting, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts

for and orders relating to any property of the Corporation; the execution of any agreement relating to any banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such banker to do any act or thing on the Corporation’s behalf to facilitate such banking business.

Execution of Instruments

5.Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring the signature of the Corporation may be signed on behalf of the Corporation  by the President and Secretary.

and the corporate seal shall be affixed to such instruments as may be required by any person so authorized to sign on behalf of the Corporation.

Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the directors may at any time and from time to time by resolution direct the manner in which, and the person by whom any particular deed, transfer, contract, obligation or other instrument in writing, any class of deeds, transfers, contracts, obligations or other instruments in writing requiring signature by the Corporation may or shall be signed.

DIRECTORS

Power of Directors

6.The directors shall manage or supervise the management of the business and affairs of the Corporation unless otherwise specifically provided in any unanimous shareholder agreement.

Number of Directors and Quorum

7.Subject to the articles of the Corporation, the number of directors of the Corporation shall be that number of directors as specified in the articles or shall be that number of directors as determined from time to time by a special resolution within the minimum and maximum as permitted by the articles of the Corporation.  A majority of the number of directors or minimum number of directors required by the articles shall constitute a quorum at any meeting of the directors.  Notwithstanding vacancies, the remaining directors may exercise all the powers of the board of directors so long as a quorum of the board of directors remains in office.

Qualifications

8.Each director shall be eighteen (18) or more years of age and shall be an individual as defined by the Act.  No person who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt shall be a director.  If a director acquires the status of a

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bankrupt or becomes of unsound mind and is so found, he shall thereupon cease to be a director.

Resident Canadians

9.A majority of the directors of the Corporation, other than a non-resident corporation as defined by the Act, shall be resident Canadians.  Where the Corporation has only one or two directors, that director or one of the two directors, as the case may be, shall be a resident Canadian.

Transaction of Business

10.The board of directors shall not transact any business at a meeting of directors unless a majority of directors present are resident Canadians or unless the Corporation is a non-resident corporation as defined by the Act.

Election and Term

11.The directors shall be elected yearly to hold office until the next annual meeting of the shareholders of the Corporation or until their successors shall have been duly elected.  The whole board shall be elected at each annual meeting and all the directors then in office shall retire, but, if qualified, are eligible for re-election.  The election may be by a show of hands or by a resolution to the shareholders unless a ballot be demanded by any shareholder.

Removal of Directors

12.The shareholders may by ordinary resolution at an annual or special meeting of the shareholders of the Corporation remove any director from office.  Notice of intention to pass any such resolution shall be given in the notice calling the meeting and the shareholders may by a majority of votes cast at that meeting elect a person otherwise qualified to fill the vacancy created by the removal of such director.

Vacancies

13.Except as hereinafter provided vacancies on the board of directors may be filled for the remainder of its term of office by qualified persons by the remaining directors if they constitute a quorum.  If there is not a quorum of directors or if a vacancy results from a failure to elect the number of directors required to be elected at any meeting of shareholders or if a vacancy results from an increase in the number of directors where the directors are otherwise authorized by special resolution to determine the number of directors and the appointment  of an additional director would result in a total number of directors greater than one and one third (1 1/3) times the number of directors required to have been elected at last annual meeting of shareholders then the directors then in office shall forthwith

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call a special meeting of the shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

Calling of Meetings

14.Meetings of the board of directors shall be held from time to time at such place, at such time and on such day as the President or a Vice-President who is a director or any two (2) directors may determine, and the Secretary shall call meetings when directed or authorized by the President or by a Vice-President who is a director or by any two (2) directors.  Notice of every meeting so called shall be given to each director not less than forty-eight hours (excluding any part of a Sunday or Holiday as defined by the Interpretation Act of Canada for the time being in force) before the time when the meeting is to be held and such notice shall specify the general nature of any business to be transacted, save that no notice of meeting shall be necessary if all the directors are present, and do not object to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.

First Directors Meeting

15.After incorporation, an incorporator or a director may call a meeting of the directors of the Corporation by the giving of not less than five (5) days notice thereof to each director stating the time and place of the meeting at which the directors may, make by-laws; adopt forms of security certificates and corporate records; authorize the issue of securities; appoint officers; appoint one or more auditors to hold office until the first annual or a special meeting of shareholders; make banking arrangements; and transact any other business.

Place of Meeting

16.Meetings of the board of directors may be held at the registered office of the Corporation or at any other place within or outside of Ontario; except that unless the Corporation is a non-resident corporation a majority of the meetings of the board of directors in any financial year shall be held at a place within Canada.

Participation by Telephone

17.With the unanimous consent of all the directors of the Corporation present at or participating in a meeting, a meeting of directors or of the committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and a director participating in such a meeting by such means is deemed to be

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present at the meeting.  If a majority of the directors participating at a meeting held as herein provided are then in Canada the meeting shall be deemed to have been held in Canada.

Votes to Govern

18.At all meetings of the board of directors, unless otherwise provided in the Act, every question shall be decided by a majority of the votes cast on the question and in case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.

Remuneration of Directors

19.The directors of the Corporation shall be paid such remuneration as may be determined by the board of directors.  Any remuneration so payable to a director who is also an officer or employee of the Corporation or is counsel or solicitor of the Corporation or otherwise serves it in a professional capacity shall be, in addition to his salary as such officer or professional fees as the case may be.  The directors shall also be paid such sums in respect of the out-of-pocket expenses incurred in attending board, committee or shareholder meetings or otherwise in respect of the performance by them of their duties as the board of directors may from time to time determine.

Transaction of Business by Signature

20.A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors.

One Director

21.Where the Corporation has only one director, that director may constitute a meeting.

Declaration of Interest

22.Every director or officer of the Corporation who, is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a director or an officer of or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of the meeting of directors the nature and extent of his interest.  All such disclosures shall be made at the time required by the applicable provisions of the Act and directors shall refrain from voting in respect of any such contract or transaction unless otherwise permitted by the Act.

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Avoidance Standards

23.If a material contract is made or a material transaction is entered into between the Corporation and a director or officer of the Corporation or between the Corporation and any other person of which a director or officer of the Corporation is a director or officer or in which he has a material interest, the director or officer is not accountable to the Corporation or its shareholders for any profit or gain realized from the contract or transaction; and the contract or transaction is neither void or voidable, by reason only of that relationship or by reason only that the directors is present at or is counted to determine the presence of a quorum at the meeting of director that authorized the contract or transaction.  If the director or officer disclosed his interest as hereinbefore provided and the contract or transaction was reasonable and fair to the Corporation at the time it was so approved.  A director or officer acting honestly and in good faith is not accountable to the Corporation or to its shareholders for any profit or gain realized from any such contract or transaction by reason only of his holding the office of director or officer and the contract or transaction, if it was reasonable and fair to the Corporation at the time it was approved, is not by reason of the director’s or officer’s interests therein void or voidable where, the contract or transaction is confirmed or approved by special resolution at a meeting of the shareholders duly called for that purpose; and the nature and extent of the director’s or officer’s interest in the contract or transaction is disclosed in reasonable detail in the notice calling the meeting.

Standard of Care

24.Every director and officer of the Corporation in exercising his powers and discharging his duties shall, act honestly and in good faith with a view to the best interests of the Corporation; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Every director and officer of the Corporation shall comply with the Act, the regulations, articles, by-laws and any unanimous shareholder agreement.

Indemnity of Directors and Officers

25.The Corporation shall indemnify the directors and officers of the Corporation, former directors or officers of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation 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 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 the Corporation or body

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corporate and with the approval of the court in respect of an action by or on behalf of the Corporation or body corporate to procure judgment in its favour to which he is made a party by reason of being or having been a director or officer of the Corporation 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 the Corporation; 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.

Insurance for Directors and Officers

26.The Corporation may purchase and maintain insurance for the benefit of the director or officers of the Corporation, former director or officers of the Corporation or persons who act or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor and his heirs and legal representatives against any liability incurred by him, in his capacity as a director or officer of the Corporation, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the Corporation; or in his capacity as a director or officer of another body corporate where he acts or acted in that capacity at the Corporation’s request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the body corporate.

Financial Assistance

27.The Corporation or any corporation with which it is affiliated, shall not, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise, to any shareholder, director, officer or employee of the Corporation or affiliated corporation or to an associate of any such person for any purpose; or to any person for the purpose of or in connection with a purchase of a share or a security convertible into or exchangeable for a share, issued or to be issued by the Corporation or affiliated Corporation, where there are reasonable grounds for believing that, the Corporation is or after giving the financial assistance would be unable to pay its liabilities as they become due; or the realizable value of the Corporation’s assets, excluding the amount of any financial assistance in the form of a loan and in the form of any secured guarantee, after giving the financial assistance, would be less than the aggregate of the Corporation’s liabilities and stated capital of all classes.  The Corporation may give financial assistance by means of a loan, guarantee or otherwise, to any person in the ordinary course of business if the lending of money is part of the ordinary business of the Corporation; to any person on account of expenditures incurred or to be incurred or to be incurred on behalf of the Corporation; to its holding body corporate if the Corporation is a wholly owned subsidiary of the holding body corporate; to a subsidiary

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body corporate of the Corporation; or to employees of the Corporation or any of its affiliates, to enable or assist them to purchase or erect living accommodation for their own occupation, or in accordance with a plan for the purchase of shares of the Corporation or any of its affiliates.

OFFICERS

Appointed Officers

28.The directors of the Corporation may from time to time designate the offices of the Corporation, appoint officers, specify their duties and, subject to the Act, delegate to them powers to manage the business and affairs of the Corporation.  A director may be appointed to any office of the Corporation and two or more offices of the Corporation may be held by the same person.  In the absence of a written agreement to the contrary, the board of directors may remove at its pleasure any officer of the Corporation.  The terms of employment and remuneration of any office, so appointed by it shall be settled from time to time by the board of directors.  Unless otherwise from time to time specified by the board of directors the offices of the Corporation, if so designated, and the officers so appointed shall have the following duties and powers.

President

29.The President shall, when present, preside at all meetings of the shareholders and of the board of directors and shall be charged with the general supervision of the business and affairs of the Corporation.  Except when the board of directors has appointed a general manager or managing director, the President shall also have the powers and be charged with the duties of that office.

The President shall be appointed from amongst the directors.

Vice-President

30.During the absence or inability of the President his duties may be performed and his powers may be exercised by the Vice-President, or if there are more than one by the Vice-President in order of seniority (as determined by the board of directors) save that no Vice-President shall preside at a meeting of the board of directors or at a meeting of shareholders who is not qualified to attend the meeting as a director, as the case may be.  If a Vice-President exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.  A Vice-President shall also perform such duties and exercise such powers as the President may from time to time delegate to him or the board may prescribe.

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General Manager

31.The General Manager, if one be appointed, shall have the general management and direction, subject to the authority of the of directors and supervision of the President, of the Corporation’s business and affairs and the power to appoint and remove any and all officers, employees and agents of the Corporation not appointed directly by the board of directors and to settle the terms of their employment and remuneration.  If and so long as the general manager is a director he may but need not be known as the Managing Director.

Secretary

32.The Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees; he shall attend all meetings of the directors and of the shareholders and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board of directors.

Treasurer

33.The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the board of directors, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board of directors at the meetings thereof, or whenever required of him an account of all his transactions as Treasurer and of the financial position of the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board of directors.

Other Officers

34.The duties of all other officers of the Corporation shall be such as the terms of the engagement call for or the board of directors requires of them.  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 board of directors otherwise directs.

Variation of Duties

35.From time to time the board may vary, add to or limit the powers and duties of any officer or officers.

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Agents and Attorneys

36.The board of directors shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

Fidelity Bonds

37.The board of directors may require such officers, employees and agents of the Corporation as the board of directors deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board of directors may from time to time prescribe.

SHARES

Allotment

38.The board of directors may from time to time accept subscriptions and allot or grant options to purchase the whole or any part of the authorized and unissued shares in the Corporation including any shares created by an amendment to the articles of the Corporation to such person or persons or class of persons as the board of directors shall by resolution determine.

Payment of Commission

39.The directors may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

Security Certificates

40.Every security holder including every shareholder shall be entitled, in the case of initial issuance without payment and in the case of any subsequent transfer upon payment of a fee of not more than three dollars ($3.00) to a security certificate in respect of the securities held by him or to a non-transferable written acknowledgement of his right to obtain a security certificate from the Corporation in respect of the securities of the Corporation held by him.  Security certificates shall be in such form or forms as the board of directors shall from time to time approve.  Unless otherwise ordered by the board of directors, they shall be  signed by the President or a Vice-President and by the Secretary or an assistant Secretary and need not be under the corporate seal; provided that certificates representing securities in respect of which a transfer agent and registrar (which term shall include a branch transfer agent and registrar) or trustee have been appointed shall not be valid unless countersigned by or

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on behalf of such transfer agent and registrar or trustee.  If authorized by resolution of the board of directors, the corporate seal of the Corporation and the signature of one of the signing officers, or in the case of security certificates representing securities in respect of which a transfer agent and registrar or trustee have been appointed, the signatures of both signing officers, may be printed, engraved, lithographed, or otherwise mechanically reproduced in facsimile upon security certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be valid notwithstanding that one or both of the officers whose signature (whether manual or facsimile) appears thereon no longer holds office at the date of issue or delivery of the certificate.

Replacement of Security Certificates

41.The board of directors may by resolution prescribes either generally or in a particular case, reasonable conditions upon which a new security certificate may be issued in lieu of and upon cancellation of the security certificate which has become mutilated or in substitution for a certificate which has been lost, stolen or destroyed.

Central and Branch Registers

42.The Corporation shall maintain a central securities register and a central register of transfers at registered office or at any other place in Ontario designated by the directors and one or more branch securities register and register of transfers at such offices of the Corporation or other places either within or outside Ontario as designated by the directors.  The board of directors may from time to time by resolution appoint a registrar, trustee or agent to keep the register of security holders and a transfer agent, trustee or other agent to keep the register of transfers and may also designate from time to time branch registers of security holders and branch registers of transfers.  A registrar, trustee, transfer agent or other agent may but need not be the same individual or Corporation.

Transfer of Securities

43.Transfers of securities of the Corporation shall be regrettable on the register of transfers or on one of the branch registers of transfers (if any) kept by or for the Corporation in respect thereof upon surrender of the security endorsed by the appropriate person together with such reasonable assurance as the Corporation shall require and subject to the other provisions of the Act relating to transfers and the restrictions on transfer set forth in the articles of the Corporation.

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Dealings with Registered Holder

44.The Corporation and any trustee appointed in respect of a security may, subject to the Act, treat the registered holder of a security as a person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of a holder of the security and is not required to inquire into the existence of, or see to the performance or observance of, any duty owned to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by the Act, as the owner or registered holder thereof.

Lien on Shares

45.Subject to the provisions of the Act, the Corporation has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation which lien may be realized by the sale or other disposition of such share or by any other method permitted by law.

SHAREHOLDERS

Annual Meetings

46.The annual meeting of shareholders shall, subject to the articles and any unanimous shareholder agreement be held at such place in or outside Ontario as the directors may determine for the purpose of hearing and receiving the reports and statements required by the Act to be read and laid before the shareholders at any annual meeting, electing directors, reappointing, if necessary, the incumbent auditor and fixing or authorizing the board of directors to fix his remuneration.  No other business shall be transacted at an annual meeting of shareholders unless such meeting is also properly constituted as a special meeting of shareholders.

Special Meeting

47.The directors of the Corporation may at any time and from time to time call a special meeting of shareholders of the Corporation to be held at such time and at such place in or outside Ontario as the directors determine.  The phrase “meeting of shareholders” wherever it occurs in this by-law shall mean and include the annual meeting of shareholders and a special meeting of shareholders and shall also include a meeting of any class or classes of shareholders.

Notices

48.No public notice or advertisement of any meeting of shareholders shall be required, but notice of the time and place of each such meeting shall be

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given not less than ten (10) days nor more than fifty (50) days before the day on which the meeting is to be held to the auditor, if any, the directors and to each shareholder entitled to vote at the meeting.  Notice of a special meeting of shareholders shall state or be accompanied by a statement of the nature of that special business in sufficient detail to permit the shareholder to form a reasoned judgement thereon; and the text of any special resolution or by-law to be submitted to the meeting.  A meeting of shareholders may be held at any time without notice if all the shareholders entitled to vote thereat are present or represented by proxy and do not object to the holding of the meeting or those not present or represented by a proxy have waived notice.  if all the directors are present or have waived notice and if the auditor, of any, is present or has waived notice.

Reports to Shareholders

49.Subject to the provisions of the Act a copy of the financial statements for the period that began immediately after the end of the last completed financial year and ended not more than six (6) months before the annual meeting, a copy of the auditor’s report, if any, and any further information respecting the financial position of the Corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement shall be sent to each shareholder not less than ten (10) days before each annual meeting of shareholders or before the transaction of the annual business of the Corporation pursuant to paragraph 62 hereof.

Persons Entitled to be Present

50.Persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the auditor, if any, of the Corporation, the directors of the Corporation and others who although, not entitled to vote are entitled or required under the provisions of the Act or by-laws of the Corporation or any unanimous shareholder agreement to be present at the meeting.  Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of the meeting.

Record Date

51.The directors may fix in advance a date preceding by not more than fifty (50) days or by less than twenty-one (21) days a record date for the determination of persons entitled to receive notice of a meeting of shareholders and notice thereof shall be given not less than seven (7) days before the date so fixed by advertisement and by notice as provided in the Act.  The directors may also fix in advance the date as the record date for the purpose of determining shareholders, entitled to receive payment of a dividend; entitled to participate in a liquidation or distribution; or for any other purpose except the right to receive notice of or to vote at a meeting

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which such record date shall not precede by more that fifty (50) days the date on which such particular action is to be taken and notice thereof shall be given as hereinbefore provided.

Quorum

52.Two persons present in person and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders.

Right to Vote

53.At each meeting of shareholders every shareholder shall be entitled to vote who is entered on the books of the Corporation as a holder of one or more shares carrying the right to vote at such meeting in accordance with a shareholder list which, in the case of a record date shall be prepared not later than ten (10) days after such record date and where there is no record date at the close of business on the day immediately preceding the day on which notice is given or where no notice is given on the day on which the meeting is held.  Where a person has transferred any of his shares after the date on which the list hereinbefore referred to was prepared and the transferee produces satisfactory evidence in accordance with the provisions of the Act not later than ten (10) days before the meeting that such person owns shares in the Corporation such transferee is entitled to vote his shares at the meeting.  Where a share or shares have been mortgaged or hypothecated, the person who hypothecated such share or shares (or his proxy) may nevertheless represent the shares at meetings and vote in respect thereof unless in the instrument creating the mortgage or hypothec he has expressly empowered the holder of such mortgage or hypothec to vote thereon, in which case such holder (or his proxy) may attend meetings to vote in respect of such shares upon filing with the Secretary of the meeting sufficient proof of the terms of such instrument.

Representatives

54.An executor, administrator, committee of a mentally incompetent person, guardian or trustee and where a Corporation is such executor, administrator, committee,  guardian or trustee of a testator, intestate, mentally incompetent person, ward or cestui que trust, any person duly appointed a proxy for such corporation, upon filing with the Secretary of the meeting sufficient proof of his appointment, shall represent the shares in his or its hands at all meetings of the shareholders of the Corporation and may vote accordingly as a shareholder in the same manner and to the same extent as the shareholder of record.  If there be more than one executor, administrator, committee, guardian or trustee, the provisions of paragraph 56 shall apply.

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Proxies

55.Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxy holder or one or more alternate proxy holders, who need not be shareholders, as his nominee to attend and act at the meeting in manner, to the extent and with the authority conferred by the proxy.  The instrument appointing a proxy shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized and shall cease to be valid after the expiration of one year from the date thereof.  The instrument appointing a proxy shall comply with the provisions of the Act and regulations thereto and shall be in such form as the directors may from time to time prescribe or in such other form as the Chairman of the meeting may accept as sufficient and shall be deposited with the Secretary of the meeting before any vote is cast under its authority, or at such earlier time and in such manner as the board or directors may prescribe in accordance with the Act.

Joint Shareholders

56.Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present, in person or by proxy, they shall vote as one of the shares jointly held by them.

Scrutineers

57.At each meeting of shareholders one or more scrutineers may be appointed by a resolution of the meeting or by the Chairman with the consent of the meeting to serve at the meeting.  Such scrutineers need not be shareholders of the Corporation.

Votes to Govern

58.At all meetings of shareholders every question shall, unless otherwise required by the articles or by-laws of the Corporation or by the Act, be decided by the majority of the votes duly cast on the question.

Show of Hands

59.At all meetings of shareholders every question shall be decided by a show of hands unless a poll thereon be required by the Chairman or be demanded by any shareholder present in person or represented by proxy and entitled to vote.  Upon a show of hands every person present and entitled to vote shall have one vote.  After a show of hands has been taken upon any question the Chairman may require or any shareholder present in person or represented by proxy and entitled to vote may demand a poll thereon.  Whenever a vote by show of hands shall have been taken upon a

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question, unless a poll thereon be so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact without proof of the number or proportions of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the Corporation in annual or special meeting, as the case may be, upon the question.  A demand for a poll may be withdrawn at any time prior to the taking of the poll.

Polls

60.If a poll be required by the Chairman of the meeting or be duly demanded by any shareholder and the demand be not withdrawn, a poll upon the question shall be taken in such manner as the Chairman of the meeting shall direct.  Upon a poll each shareholder who is present in person or represented by proxy shall be entitled to one vote for each share in respect of which he is entitled to vote at the meeting and the result of the poll shall be the decision of the Corporation in annual or special meeting, as the case may be, upon the question.

Casting Vote

61.In case of an equality of votes at any meeting or shareholders, either upon a show of hands or upon a poll, the Chairman of the meeting shall not be entitled to a second or casting vote.

Adjournment

62.The Chairman of the meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, or where otherwise permitted under the provisions of the Act, adjourn the meeting from time to time and from place to place.

Transaction of Business by Signature

63.Subject to the provisions of the Act, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders; and a resolution in writing dealing with all matters required by this Act, be dealt with at a meeting of shareholders and signed by all the shareholders entitled to vote at that meeting, satisfies all other requirements of the Act relating to that meeting of shareholders.

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One Shareholder

64.Where the Corporation has only one shareholder, all business which the Corporation may transact at an annual or special meeting of shareholders shall be transacted in the manner provided for in paragraph 63 hereof.

Dividends

65.The board of directors may from time to time declare dividends payable to shareholders according to their respective rights and interests in the Corporation.  The Corporation may pay a dividend by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation and the Corporation may pay a dividend in money or property.  A dividend payable in money shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class in respect of which it has been declared and mailed by ordinary mail, postage prepaid, to such registered holder at his last address appearing on the books of the Corporation.  In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and if more than one address appears on the books of the Corporation in respect of such joint holding the cheque shall be mailed to the first address so appearing.  The mailing of such cheque as aforesaid shall satisfy and discharge all liability for the dividend to the extent of the sum represented thereby, unless such cheque be not paid at par on due presentation.  In the event of non-receipt of any cheques for dividends by the person to who it is so sent as aforesaid, the Corporation on proof of such non-receipt and upon satisfactory indemnity being given to it, shall issue to such person a replacement cheque for a like amount.  Any dividend which remains unclaimed after a period of twelve (12) years after the date on which it has been declared payable shall be forfeited and revert to the Corporation.

NOTICES

Method of Giving

66.Any notice, communication or other document to be given by the Corporation to a shareholder, director, officer or auditor of the Corporation under any of the provisions of the articles or by-laws or the Act shall be sufficiently given if sent to such shareholder, director, officer or auditor by prepaid mail addressed to, or may be delivered personally to, a shareholder at his last address as shown on the records of the Corporation or its transfer agent; and a director, officer or auditor at his last address as shown in the records of the Corporation or in the case of a director or officer in the most recent notice filed under the Corporations Information Act, whichever is the more current.  A notice or document sent by prepaid mail as hereinbefore provided to a shareholder, director,

17

officer or auditor of the Corporation shall be deemed to be received by the addressee on the fifth day after mailing.  Where the Corporation sends a notice or document to a shareholder by prepaid mail as hereinbefore provided and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address.

Computation of Time

67.In computing the date when notice must be given under any provision of the articles or by-laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.

Omissions and Errors

68.The accidental omission to give any notice to any shareholder, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

Notice to Joint Shareholders

69.All notices with respect to any shares registered in more than one name may if more than one address appears on the books of the Corporation in respect of such joint holding, be given to such joint shareholders is the first address so appearing, and notice so given shall be sufficient notice to all the holders of such shares.

Persons Entitled by Death or Operation of Law

70.Every person who by operation of law, transfer, death of a shareholder or by any means whatsoever, shall become entitled to any share or shares, shall be bound by every notice in respect of such share or shares which shall have been duly given to the person from whom he derives his title to such share or shares, previously to his name and address being entered on the books of the Corporation (whether it be before or after the happening of the event upon which he became entitled).

Waiver of Notice

71.Where a notice or document is required by the Act, or the articles or by-laws of the Corporation to be sent, the notice may be waived or the time for sending the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto.

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INTERPRETATION

Interpretation

72.In this by-law and all other by-laws of the Corporation, words importing the singular number only shall include the plural and vice-versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include individuals, sole proprietorships, partnerships, unincorporated associations, unincorporated syndicates, unincorporated organizations, trusts, body corporates and natural persons in their capacity as trustees, executors, administrators or other legal representatives; “resident Canadian” means an individual who is determined to be a resident Canadian as defined by the Act; “articles” shall include the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and any amendments thereto; the “Act” shall mean the Business Corporations Act, 1982 as amended from time to time or any act that may hereafter be substituted therefor.

PASSED the 25^th day of September, 1990

WITNESS the corporate seal of the Corporation.

President

Secretary

BE IT RESOLVED THAT By-Law Number 1 being a by-law relating generally to the transaction of the business and affairs of the Corporation be and the same is hereby made as a by-law of the Corporation and the President and the Secretary be and they are hereby authorized to sign the by-law and to apply the corporate seal thereto.

THE UNDERSIGNED, being all the directors of the Corporation hereby sign the foregoing resolution pursuant to the provisions of the Business Corporations Act, 1982.

DATED the 25^th day of September, 1990.

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BE IT RESOLVED THAT By-Law Number 1 being a by-law relating generally to the transaction of the business and affairs of the Corporation be and the same is hereby confirmed without amendment as a by-law of the Corporation.

THE UNDERSIGNED, being all the shareholders of the Corporation hereby sign the foregoing resolution pursuant to the provisions of the Business Corporations Act, 1982.

DATED the 25^th day of September, 1990.

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BY-LAW NUMBER 2

A BY-LAW RESPECTING THE BORROWING OF MONEY, THE ISSUING OF DEBT
OBLIGATIONS AND THE SECURING OF LIABILITIES

MAIDSTONE TOWN CENTRE INC.

BE IT ENACTED and it is hereby enacted as a by-law of

MAIDSTONE TOWN CENTRE INC.

(hereinafter called the “Corporation”) as follows:

The directors of the Corporation may from time to time:

(a)Borrow money on the credit of the Corporation;

(b)Issue, reissue, sell or pledge debt obligations of the Corporation but no invitation shall be extended to the public to subscribe for any such debt obligations;

(c)Subject to the Business Corporations Act, 1982, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person;

(d)Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation; and

(e)Delegate the powers conferred on the directors under this by-law to a director, a committee of directors or an officer of the Corporation to such extent and in such manner as the directors shall by resolution determine.

PASSED the 25^th day of September, 1990.

WITNESS the corporate seal of the Corporation.

President

Secretary

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BE IT RESOLVED THAT By-Law Number 2 being a by-law relating generally to the borrowing of money by the Corporation be and the same is hereby made as a by-law of the Corporation and the President and the Secretary be and they are hereby authorized to sign the by-law and to apply the corporate seal thereto.

THE UNDERSIGNED, being all the directors of the Corporation hereby sign the foregoing resolution pursuant to the provisions of the Business Corporations Act, 1982.

DATED the 25^th day of September, 1990.

BE IT RESOLVED THAT By-Law Number 2 being a by-law relating generally to the borrowing of money by the Corporation be and the same is hereby confirmed without amendment as a by-law of the Corporation.

THE UNDERSIGNED, being all the shareholders of the Corporation hereby sign the foregoing resolution pursuant to the provisions of the Business Corporations Act, 1982.

DATED the 25^th day of September, 1990.

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EX-3.67

Exhibit 3.67

Industry Canada	Industrie Canada
Certificate of Incorporation	Certificat de constitution
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions
SOCIÉTÉ DE PLACEMENTS KINGSEY FALLS INC. /
KINGSEY FALLS INVESTMENTS INC.	425272-1
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.
		August 5, 2004 / le 5 août 2004
Director - Directeur		Date of Incorporation - Date de constitution

Canada

Industry Canada Canada Business Corporation Act	Industrie Canada Loi canadienne sur les sociétés par actions		FORM 1 ARTICLES OF INCORPORATION (SECTION 6)			FORMULAIRE I STATUTS CONSTITUTIFS (ARTICLE 6)
1.Name of the Corporation				Dénomination sociale de la société
SOCIÉTÉ DE PLACEMENTS KINGSEY FALLS INC./KINGSEY FALLS INVESTMENTS INC.
2.The province or territory in Canada where the registered office is situated.				La province ou le territoire au Canada où est situé le siége social
Province de Québec
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
Voir l’annexe A laquelle fait partie intégrante des présentes
4.Restrictions, if any, on share transfers				Restrictions sur le transfert des actions, s’il y a lieu
Voir l’annexe B laquelle fait partie intégrante des présentes
5.Number (or minimum and maximum number) of directors				Nombre (ou nombre minimal et maximal) d’administrateurs
Minimum:  1Maximum:  10
6.Restrictions, if any, on the business the corporation may carry on				Limites imposées à l’activité commerciale de la société, s’il y a lieu
S/O
7.Other provisions, if any				Autres dispositions, s’il y a lieu
Voir l’annexe C laquelle fait partie intégrante des présentes
8.Incorporators – Fondateurs
Name(s) – Nom(s)		Address (including postal code) Adresse (inclure le code postal)			Signature	Tel. No. - No de tél.
Christian Dubé		17, Cours du Fleuve			/s/ Christian Dubé	819-363-5100
		Verdun, Québec H3E 1X1
FOR DEPARTMENTAL USE ONLY - A L’USAGE DU MINISTÈRE SEULEMENT
425272-1		AUG 05 2004

Canada

Industry Canada Canada Business Corporation Act	Industrie Canada Loi canadienne sur les société par actions	FORM 1 ARTICLES OF INCORPORATION SECTION 6		FORMULAIRE I STATUTS CONSTITUTIES (ARTICLE 6)
1.Name of the Corporation			Dénomination sociale de la société
SOCIÉTÉ DE PLACEMENTS KINGSEY FALLS INC./KINGSEY FALLS INVESTMENTS INC.
2.The province or territory in Canada where the registered office is situated.			La province ou le territaire au Canada au est situé ke siége sicuak

SCHEDULE A

pertaining to

SHARE CAPITAL

The share capital of the Corporation is unlimited and consists of nine (9) classes of shares, to which the following rights, privileges, restrictions and conditions attach; 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 is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “A” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends and participation.  Subject to the rights and privileges attaching to other classes of shares, the holders of Class “A” shares are entitled, at par with holders of Class “B” shares, in proportion to the number of shares held by each, 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 at the discretion of the Board of Directors; and

(b)share 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, R.S.C. 1985, c. C-44, respectively, the Corporation may not pay any dividend with respect to the Class “A” shares nor purchase by mutual consent or otherwise acquire any of such shares if, by so doing, the Corporation cannot legally proceed with the redemption or the payment of the redemption price for the Class “E”, “F” and “G” shares.

(3)Right to Vote.  The holders of Class “A” shares are 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 holders of another class of shares and each Class “A” share confers one (1) vote to the holder thereof.

B.CLASS “B” COMMON SHARES:  The number of Class “B” shares is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “B” shares are subject to the following rights, privileges, restrictions and conditions.

(1)Dividends and participation.  Subject to the rights and privileges attaching to other classes of shares, the holders of Class “B” shares are entitled, at par with holders of Class “A” shares, in proportion to the number of shares held by each, 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 at the discretion of the Board of Directors; and

(b)share 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, R.S.C. 1985, c. C-44, respectively, the Corporation may not pay any dividend with respect to the Class “B” shares nor purchase by mutual consent or otherwise acquire any of such shares if, by so doing, the Corporation cannot legally proceed with the redemption or the payment of the redemption price for the Class “E”, “F” and “G” shares

(3)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “B” shares are not entitled as Class “B” shareholders only, to receive notice of any meeting of the shareholders of the Corporation, not to attend such meeting nor to vote thereat.

C.CLASS “C” PREFERRED SHARES:  The number of Class “C” shares is unlimited and the consideration added to the stated capital account of these shares, is also unlimited.  The Class “C” shares are subject to the following rights, privileges, restrictions and conditions.

(1)No right to dividends or participation.  The holders of Class “C” shares do not share in the property, profits and surplus assets of the Corporation and are not entitled, as Class “C” shareholders only, 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 its shareholders, each holder of Class “C” shares shall be entitled, prior to the holders of Class “A”, “B”, “D”, “H” and “I”, 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 of the Class “C” shares.

Insufficient assets

If the assets of the Corporation are insufficient to pay the holders of the Class “C” shares the entire amount to which they are entitled in accordance with the above, the amount available shall be divided among them in proportion to the number of Class “C” shares which they hold.

(3)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 not purchase any Class “C” shares by mutual consent; nor redeem such shares in accordance with the present articles, a shareholders agreement or any other contract, if, by so doing, the Corporation cannot legally proceed with the redemption or the payment of the redemption price of the Class “E”, “F” and “G” shares.

(4)Right to vote.  The holders of Class “C” shares are 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 confers one (1) vote unto each holder thereof.

(5)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 redeem all Class “C” shares held by a shareholder at the time of his or her death, upon receipt of the certificate or certificates representing the shares which are to be redeemed in accordance with the procedure indicated in section (A) of Part II below.  The redemption price shall be equal to the amount added, in respect of these shares, to the stated capital account of the Class “C” shares.  The 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 mandatory-depositary, to the extent that the deceased is the shareholder and not the trustee, the agent or bailee or mandatary depositary.

(6)Right to purchase shares by mutual consent.  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 by mutual consent 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 is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “D” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends.  In the event of the death of a holder of Class “D” shares, each of the other holders of Class “D” shares whose shares remain issued and outstanding after the redemption of the Class “D” shares held by the deceased, as provided for in the section herein entitled Redemption of shares upon death of the holder, shall be entitled to receive a dividend immediately following the redemption, in preference to the holders of all other classes of shares.  Provided that such dividend is declared by the Board of Directors of the Corporation, it will be distributed in proportion to the number of Class “D” shares held by each of the holders of the issued and outstanding Class “D” shares when such dividend is declared.  The amount of the dividend shall not exceed the total amount required by all the holders of issued and outstanding Class “D” shares to pay the purchase price of all shares of all classes held by the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the deceased shareholder.  This dividend shall only consist of the proceeds received or receivable by the Corporation from any insurance policy payable upon the death of the deceased.

The Board of Directors of the Corporation, when declaring the dividend mentioned in the preceding paragraph, shall be assured that such declaration is in accordance with all the choices required pursuant to the Income Tax Act (R.S.C. 1970-71-72, c. 63) and the Taxation Act (Quebec) (R.S.Q., c.1-3,) so that such dividend shall be considered as a capital dividend pursuant to the preceding laws and this, up to the amount of the increase in the capital dividend account of the Corporation resulting from the receipt by the Corporation of the product of any insurance held by the Corporation on the life of the deceased.

Reserve fund

The Corporation may create a reserve fund of an amount equal to that referred to in the preceding paragraph, and such reserve fund shall only be distributed to the holders of Class “D” shares which remain issued and outstanding after the redemption of the Class “D” shares referred to in the section below entitled Redemption of shares upon death of the holder.

(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 its shareholders, each holder of Class “D” shares shall be entitled, prior to the holders of Class “A”, “B”, “H” and “I” shares, but subsequent to the holders of Class “C”, “E”, “F” and “G”, shares, to repayment of the amount added, in respect of these shares, to the stated capital account of the Class “D” shares to which shall be added, if such is the case, 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, the amount available shall be divided among them in proportion to the number of Class “D” shares which they hold.

(3)No right to additional participation.  The Class “D” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(4)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “D” shares are not entitled, as Class “D” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor to receive notice thereof.

(5)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 redeem all Class “D” shares held by a shareholder at the time of his or her death, upon receipt of the certificate or certificates representing the shares which are to be redeemed, in accordance with the procedure indicated in section (A) of Part II below.  The redemption price shall be equal to the amount added, in respect of these shares, to the stated capital account of the Class “D” shares.  The 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 mandatory-depositary, to the extent that the deceased is the shareholder and not the trustee, the agent or bailee or the mandatary depositary.

(6)Right to purchase shares by mutual consent.  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 by mutual consent 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 is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “E” shares are subject to the following rights, privileges, restrictions and conditions

(1)Dividends.  When the Corporation declares 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 of shares, and from the funds declared for the payment of dividends, a monthly, preferential and non-cumulative dividend of a maximum of one per cent (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 its shareholders, each holder of Class “E” shares shall be entitled, at par with the holders of Class “F” and “G” shares, but prior to the holders of all other classes of shares, to payment of the “retraction value” of the Class “E” shares, as defined in subsection (5) below, to which shall be added, if such is the case, 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 to pay the holders of Class “E” shares the entire amount to which they are entitled in accordance with the above, the amount available shall be divided concurrently and proportionally between the shareholders of Class “E”, “F” and “G” shares.

(3)No right to additional share in profits.  The Class “E” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(4)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “E” shares are not entitled, as Class “E” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor 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 his or her discretion, is entitled, upon written notice, at any time, 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 amount shall be added, if such is the case, the amount of any declared but unpaid dividends with respect to the Class “E” shares.  The retraction shall be made in accordance with the procedure indicated in section (B) of Part II below.

(a)Retraction value

The “retraction value” is the amount added, in respect of these shares, to the stated capital account of the Class “E” shares, in addition to 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 “E” shares exceeds the total of:

(i)the amount added, in respect of these shares, to the stated capital account of the Class “E” shares; and

(ii)the fair market value of any property, other than a Class “E” share, given by the Corporation as payment for this consideration.

(b)Determination of the fair market value of the consideration

When the Class “E” shares are issued, the Corporation and each subscriber of Class “E” shares shall determine jointly and in good faith, by a fair and reasonable method, the fair market value of each of the properties included in the consideration received by the Corporation.

(c)Adjustment of the premium in the event of a contestation by the Revenue Department

In the event of a disagreement by the Minister of National Revenue or by the Ministère du Revenu du Québec, or by both, as to 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 “E” shares, the evaluation by the Department in question shall prevail.  The amount of the premium relating to the retraction of the Class “E” shares shall be adjusted accordingly, provided the Department in question permitted the Corporation and each holder of Class “E” 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 contesting the departmental evaluation before the Department or before the courts.  Where the federal evaluation differs from the provincial evaluation, the lesser of the evaluations made in an uncontested assessment or in a final court decision, as the case may be, shall be retained.

(6)Right to purchase shares by mutual consent.  Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation may purchase by mutual consent and at the best possible price, all or part of the issued and outstanding Class “E” shares at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares.

F.CLASS “F” PREFERRED SHARES:  The number of Class “F” shares is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “F” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends.  When the Corporation declares dividends, each holder of Class “F” shares is entitled to receive, to the extent of the dividends declared, prior to the holders of Class “A”, “B”, “G”, “H” and “l” shares, but subsequent to the holders of Class “E” shares, and from the funds declared for the payment of dividends, a monthly, preferential and non-cumulative dividend of a maximum of one per cent (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 its shareholders, each holder of Class “F” shares shall be entitled, at par with the holders of Class “E” and “G” shares, but prior to the holders of all other classes of shares, to payment of the “retraction value” of the Class “F” shares, as defined in subsection (5) below, to which shall be added, if such is the case, 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, the amount available shall be shared concurrently and proportionally between shareholders of Class “E”, “F” and “G” shares.

(3)No right to additional participation.  The Class “F” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(4)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “F” shares are not entitled, as Class “F” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor 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 his or her discretion, is entitled, upon written notice, at any time, 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 shall be added, if such is the case, the amount of any declared but unpaid dividends with respect to the Class “F” shares.  The retraction shall be made in accordance with the procedure indicated in section (B) of Part II below.

(a)Retraction value

The “retraction value” is the amount added, in respect of these shares, to the stated capital account of the Class “F” shares, in addition to 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 exceeds the total of:

(i)the amount added, in respect of these shares, to the stated capital account of 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 for this consideration.

(b)Determination of the fair market value of the consideration

When the Class “F” shares are issued, the Corporation and each subscriber of Class “F” shares, shall determine jointly and in good faith, by a fair and reasonable method, the fair market value of each of the properties included in the consideration received by the Corporation.

(c)Adjustment of the premium in the event of a contestation by the Revenue Department

In the event of a disagreement by the Minister of National Revenue or by the Ministère du Revenu du Québec, or by both, as to 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 evaluation by the Department in question 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 permitted the Corporation and each holder of Class “F” shares, or, in the event of a retraction of all the shares, the Corporation and each former holder of Class “F” shares, the opportunity of contesting the departmental evaluation before the Department or before the courts.  Where the federal evaluation differs from the provincial evaluation, the lesser of the evaluations made in an uncontested assessment or in a final court decision, as the case may be, shall be retained.

(6)Right to purchase shares by mutual consent.  Subject to the provisions of subsections 34(2) and 35(3 ) of the Canada Business Corporations Act, the Corporation may purchase by mutual consent and at the best possible price, all or part of the issued and outstanding Class “F” shares at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares.

G.CLASS “G” PREFERRED SHARES:  The number of Class “G” shares is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “G” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends.  When the Corporation declares dividends, each holder of Class “G” shares is 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” and “F” shares, and from the funds declared for the

payment of dividends, an annual, preferential and non-cumulative dividend of a amount not exceeding the prime lending rate of the banking or financial institution of the Corporation on the date of declaration of the dividend plus one per cent (1%), computed on the basis of 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.

(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 its shareholders, each holder of Class “G” shares shall be entitled, at par with the holders of Class “E” and “F” shares, but prior to the holders of all other classes of shares, to payment of the “retraction value” of the Class “G” shares, as defined in subsection (5) below, to which shall be added, if such is the case, 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, the amount available shall be divided concurrently and proportionally between holders of Class “E”, “F” and “G” shares.

(3)No right to additional participation.  The Class “G” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(4)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “G” shares are not entitled, as Class “G” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor 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 his or her discretion, is entitled, upon written notice, at any time, 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 shall be added, if such is the case, the amount of any declared but unpaid dividends with respect to the Class “G” shares.  The retraction shall be made in accordance with the procedure indicated in section (B) of Part II below.

(a)Retraction value

The “retraction value” is the amount added, in respect of those shares, to the stated capital account of the Class “G” shares, in addition to 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 exceeds the total of:

(i)the amount added, in respect of these shares, to the stated capital account of 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

When the Class “G” shares are issued, the Corporation and each subscriber of Class “G” shares shall determine jointly and in good faith, by a fair and reasonable method, the fair market value of each of the properties included in the consideration received by the Corporation.

(c)Adjustment of the premium in the event of a contestation by the Revenue Department

In the event of a disagreement by the Minister of National Revenue or by the Ministère du Revenu du Québec, or by both, as to 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 evaluation by the Department in question 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 permitted 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 contesting the departmental evaluation before the Department or before the courts.  Where the federal evaluation differs from the provincial evaluation, the lesser of the evaluations made in an uncontested assessment or in a final court decision, as the case may be, shall be retained.

(6)Right to purchase shares by mutual consent.  Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation may purchase by mutual consent and at the best possible price, all or part of the issued and outstanding Class “G” shares at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares.

H.CLASS “H” PREFERRED SHARES:  The number of Class “H” shares is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “H” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends.  When the Corporation declares dividends, each holder of Class “H” shares is 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 “E”, “F” and “G” shares, and from the funds declared for the payment of dividends, an annual, preferential and non-cumulative dividend of a maximum of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares, to the stated capital account of the Class “H” 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 its shareholders, each holder of Class “H” shares shall be entitled, prior to the holders of Class “A”, “B” and “I” shares, but subsequent to the holders of Class “C”, “D”, “E”, “F” and “G” shares, to repayment of the amount added, in respect of these shares, to the stated capital account of the Class “H” shares, to which shall be added, if such is the case, 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 to pay to the holders of Class “H” shares the entire amount to which they are entitled in accordance with the above, the amount available shall be divided among them in proportion to the number of Class “H” shares which they hold.

(3)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 not pay any dividend with respect to the Class “H” shares; nor purchase any of these shares by mutual consent; nor redeem such shares in accordance with the present articles, a shareholders agreement or any other contract, if by so doing, the Corporation cannot legally proceed with the redemption or the payment of the redemption price for the Class “E”, “F” and “G” shares.

(4)No right to additional participation.  The Class “H” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(5)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “H” shares are not entitled, as Class “H” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor to receive notice thereof.

(6)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 his or her discretion, is entitled, upon written notice, at any time, 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 of the Class “H” shares, to which shall be added, if such is the case, the amount of any declared but unpaid

dividends with respect to the Class “H” shares.  The retraction shall be made in accordance with the procedure indicated in section (B) of Part II below.

(7)Right to purchase shares by mutual consent.  Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation may purchase by mutual consent and at the best possible price, all or part of the issued and outstanding Class “H” shares at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares.

I.CLASS “I” PREFERRED SHARES:  The number of Class “I” shares is unlimited and the consideration, added to the stated capital account of these shares, is also unlimited.  The Class “I” shares are subject to the following rights, privileges, restrictions and conditions:

(1)Dividends.  When the Corporation declares dividends, each holder of Class “I” shares is 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 “E”, “F”, “G” and “H” shares, and from the funds declared for the payment of dividends, an annual, preferential and non-cumulative dividend of a maximum of eight percent (8%) per year, computed on the basis of the amount added, in respect of these shares to the stated capital account of the Class “I” 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 its shareholders, each holder of Class “I” shares shall be entitled, prior to the holders of Class “A” and “B” shares, but subsequent to the holders of Class “C”, “D”, “E”, “F”, “G” and “H” shares, to repayment of the amount added, in respect of these shares, to the stated capital account of the Class “I” shares, to which it shall be added, if such is the case, 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, the amount available shall be divided among them in proportion to the number of Class “I” shares which they hold.

(3)Limitation.  In addition to the conditions set out in section 42 and in subsections 34(2) and 35(3) of the Canada Business Corporation Act, respectively, the Corporation may not pay any dividend with respect to the Class “I” shares; nor purchase any of these shares by mutual consent; nor redeem such shares in accordance with the present articles, a shareholders agreement or any other contract, if, by so doing, the Corporation cannot legally proceed with the redemption or the payment of the redemption price for the Class “E”, “F” and “G” shares.

(4)No right to additional participation.  The Class “I” shares do not confer any other right to share in the property, the profits or the surplus assets of the Corporation.

(5)No right to vote.  Subject to the provisions of the Canada Business Corporations Act, the holders of Class “I” shares are not entitled, as Class “I” shareholders only, to vote at meetings of the shareholders of the Corporation, nor to attend same nor to receive notice thereof.

(6)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 and at its discretion, upon at least thirty (30) days written notice, is entitled to unilaterally redeem all or part of the Class “I” shares, at a price equal to the amount added, in respect of these shares, to the stated capital account of the Class “I” shares, to which shall be added, if such is the case, the amount of any declared but unpaid dividends with respect to the Class “I” shares.  The redemption shall be made in accordance with the procedure indicated in section (C) of Part II below.

(7)Right to purchase shares by mutual consent.  Subject to the provisions of subsections 34(2) and 35(3) of the Canada Business Corporations Act, the Corporation may, at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares, purchase by mutual consent and at the best possible price, all or part of the issued and outstanding Class “I” shares.

PART II -  EXERCISE OF CERTAIN RIGHTS

A.REDEMPTION OF SHARES UPON DEATH OF THE HOLDER

(1)Redemption procedure.  The Corporation shall redeem the Class “C” or “D” shares held by a shareholder at the time of his or her death, upon receipt of the certificate or certificates representing the Class “C” or “D” shares which are to be redeemed, without regard to the other classes of shares, and, provided it may legally do so, the Corporation shall pay to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the deceased shareholder, within thirty (30) days from the date of death, a price equal to the amount added, in respect of these shares, to the stated capital account of the Class “C” or “D” shares.

(2)Late payment.  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 specified above, the Corporation shall make a partial payment of the redemption price within the thirty (30) day time limit, to the extent 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)Adjustment of the stated capital account.  The Class “C” or “D” shares so redeemed upon death of the shareholder shall automatically be cancelled on the date of their redemption and the Corporation shall reduce the stated capital account maintained for the Class “C” or “D” shares accordingly, pursuant to the Canada Business Corporations Act.

B.HOLDER’S RIGHT TO RETRACT SHARES

(1)Retraction procedure.  Any holder of Class “E”, “F”, “G” or “H” shares who wishes to exercise his or her right to retract such shares shall deliver to the Registered Office of the Corporation or to the office of its transfer agent a written notice indicating the number of shares of each class which shall be redeemed by the Corporation as well as the date on which he or she wishes the retraction to take place.  This notice shall be accompanied by the certificate or certificates representing the shares which are being retracted and shall be signed by the person registered in the Corporate Records Book as being the holder of these shares or by his or her duly authorized representative.  Upon receipt of this notice and of the certificate or certificates representing the shares which are being retracted, and without regard to the other classes of shares, the Corporation shall proceed to redeem the shares and shall have thirty (30) days from the date of retraction to pay to the shareholder, or, in the event of a retraction of all of the shares, to the former shareholder, the retraction price of his or her shares.

(2)Late payment.  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 specified above, the Corporation shall make a partial payment of the retraction price within the thirty (30) day time limit, to the extent 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 a part of the shareholder’s issued and outstanding Class “E”, “F”, “G” or “H” shares is being retracted, the Corporation shall, without charge, issue to the shareholder in question a new certificate representing his or her shares of each class which have not been retracted.

Adjustment of the stated capital account.  The Class “E”, “F”, “G” or “H” shares, as the case may be, so retracted by the shareholder shall automatically be cancelled at the date of their retraction and the Corporation shall

reduce the stated capital account of the shares of the appropriate class accordingly, pursuant to the Canada Business Corporations Act.

C.RIGHT OF CORPORATION TO UNILATERALLY REDEEM SHARES

(1)Redemption procedure.  If the Corporation wishes to redeem 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 all holders of Class ”l” shares, who are 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 at his or her latest address indicated in the Corporate Records Book.  The accidental failure or involuntary omission to give such notice to any shareholder shall not affect the validity of the redemption with respect to the shares of any other shareholder who shall have received such notice.

(2)Partial redemption.  If the Corporation makes a partial redemption of the Class “I” shares, this redemption shall be made in proportion to the number of issued and outstanding Class “I” shares, ignoring fractional shares.  The Corporation shall, without charge, issue to each shareholder in question a new certificate representing the Class “I” shares which have not been redeemed.

(3)Contents of the notice.  The notice shall specify the redemption date and the price per share at which the redemption shall take place, 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 the date, the time and the place as well as the procedure to be followed for the surrender of the certificate or certificates representing the shares which are to be redeemed and for the payment of the redemption price.

(4)Adjustment of the stated capital account.  The Class “I” shares so redeemed unilaterally by the Corporation shall automatically be cancelled on the date of their redemption and the Corporation shall reduce the stated capital account of the Class “I” shares accordingly, pursuant to the Canada Business Corporations Act.

D.RIGHT TO PURCHASE SHARES BY MUTUAL AGREEMENT

The Class “C”, “D”, “E”, “F”, “G”, “H” or “I” shares purchased by mutual consent shall automatically be cancelled on the date of their purchase and the Corporation shall reduce the stated capital account of the shares of the appropriate class accordingly, pursuant to the Canada Business Corporations Act.

SCHEDULE B

pertaining to

RESTRICTIONS ON THE TRANSFER OF SHARES

CONSENT OF THE DIRECTORS OR OF THE SHAREHOLDERS

No share issued by the Corporation may be transferred or assigned without the consent of:

(a)either a majority of the directors, as evidenced by a resolution of the Board of Directors or by one (1) or more documents signed by a majority of the directors;

(b)or a majority of the shareholders entitled to vote, as evidenced by a resolution of these shareholders or by one (1) or more documents signed by a majority of these shareholders.

This consent may validly be given after the transfer or assignment has been registered in the Corporate Records Book, in which case the transfer or assignment shall be valid and take effect retroactively on the date on which the transfer or assignment was recorded.

SCHEDULE C

pertaining to

OTHER PROVISIONS

1.CLOSED COMPANY

The Corporation is a closed company as defined in section 5 of the Securities Act (R.S.Q., c. V-1.1 ), and, as such:

(a)the number of shareholders of the Corporation is limited to fifty (50), exclusive of present or former employees of the Corporation or of a subsidiary; two (2) or more persons who jointly hold one (1) or more shares shall be counted as one (1) shareholder, and

(b)any invitation to the public to subscribe for any securities is prohibited.

2.BORROWING POWERS

In addition to the powers conferred by the articles, and without restricting the generality of the powers conferred upon the directors by section 189 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, the directors, if they see fit, and without having to obtain the authorization of the shareholders, may:

(c)borrow money on the credit of the Corporation;

(d)issue, reissue, sell or pledge debt obligations of the Corporation;

(e)give a guarantee on behalf of the Corporation to secure the performance of an obligation of any person, subject to it being established that the Corporation is or will be able to pay its liabilities as they become due and or the realizable value of its assets will not be less than the aggregate of its liabilities and of its stated capital;

(f)grant a hypothec or a mortgage, even a floating hypothec or charge, on all of the property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation; and

(g)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.

3.UNANIMOUS SHAREHOLDER AGREEMENT

Where, pursuant to the articles or the By-laws of the Corporation or the law, a power, which must be exercised by the Board of Directors, has been withdrawn from the authority of the 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 or the By-laws of the Corporation, to the exercise of such power by the Board of Directors shall be read as a reference to an exercise of this power by a meeting of the shareholders.

EX-3.68

Exhibit 3.68

BY-LAWS OF

SOCIETE DE PLACEMENTS KINGSEY FALLS INC.  /

KINGSEY FALLS INVESTMENTS INC.

(Corporation incorporated under the Canada Business Corporations Act)

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BY-LAW NUMBER 1

being the

GENERAL BY-LAWS OF

These general by-laws of the Corporation, also referred to as By-law Number 1, have been passed by a resolution of the sole director or of the directors and confirmed by the sole shareholder or of the shareholders, in accordance with the Act.

PART ICOMMON RULES

§1.GENERAL PROVISIONS

1.Contractual nature.  These general by-laws create relations of a contractual nature between the Corporation and its sole shareholder or its shareholders.

A.SCOPE OF APPLICATION

2.Part I.  The common rules contained in this Part of the by-laws shall apply at all times to Parts II and III hereof.

3.Part II.  Part II of the by-laws shall apply from the moment when the Corporation shall be made up either of more than one director or of more than one shareholder or of more than one director and of more than one shareholder.

4.Part III.  Part III of the by-laws shall apply whenever the Corporation shall be made up of one (1) sole director or of one (1) sole shareholder or of one (1) sole director and of one (1) sole shareholder, who do not necessarily have to be the same person.  If the Corporation is made up of one (1) sole director but of more than one shareholder, Part II shall apply to the shareholders. Conversely, if the Corporation is made up of one (1) sole shareholder but of more than one director, Part II shall apply to the directors.

B.DEFINITIONS

5.Definitions in the by-laws.  Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws of the Corporation, in the minutes of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and in the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as in the minutes of the meetings of the shareholders and in the resolutions of the sole shareholder or of the shareholders the term or the expression:

“Act” or “Canada Business Corporations Act” shall mean the An Act respecting Canadian business corporations, R.S.C. 1985, chap. C-44, as amended, and any amendment thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part.  In the event of such replacement, any reference

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to a provision of the Act shall be interpreted as being a reference to the provision which replaced it;

“An Act respecting the legal publicity of sole proprietorships” shall mean An Act respecting the legal publicity of sole proprietorships, partnerships and legal persons, R.S.Q., chap. P-45, and any future amendment thereto and shall include, in particular, any act or statute which may replace it, in whole or in part.  In the event of such replacement, any reference to a provision of An Act respecting the legal publicity of sole proprietorships shall be interpreted as being a reference to the provision which replaced it;

“articles” shall mean the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of dissolution, articles of revival or articles of arrangement of the Corporation as well as any amendment 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 include, in particular, a legal person within the meaning of the Civil Code of Quebec, a company, a non-profit corporation, a corporation or an association having a juridical or legal personality separate and distinct from its members, wherever or however incorporated;

“business day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, insofar as it does not fall on a holiday or a statutory holiday;

“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;

“declaration filed in the Register” shall mean, as the case may be, the initial declaration, the declaration of registration, the amending declaration, the annual declaration or any other declaration which has been filed or which may, in the future, be required to be filed pursuant to An Act respecting the legal publicity of sole proprietorships and which has been entered on the Register;

“Director” shall mean the Director appointed pursuant to section 260 of the Act and who is charged with the administration thereof;

“director” shall mean the person whose name appears at the relevant time in the declaration deposited in the Register and in the Notice of Directors or in the Notice of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act as

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well as any other person holding the office of director whatever title may be ascribed to such person and shall include, in particular, the sole director, any de facto director as well as any other person who, at the request of the Corporation, acts or acted as director of another body corporate of which the Corporation is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity; and “Board of Directors” shall mean the body of the Corporation made up of the sole director or of all the directors;

“juridical or business day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, to the extent that it does not fall on a non-juridical day or holiday;

“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 securities;

“non-juridical day or holiday” shall mean any of the following days, namely:  any Saturday or Sunday; New Year’s Day (January 1^st); Good Friday; Easter Monday; the birthday or the day fixed by proclamation for the celebration of the birthday of the reigning Sovereign; Victoria Day; Dominion Day or Dollard-des-Ormeaux Day; Saint-Jean Baptiste Day (June 24^th); Canada Day or Confederation Day (July 1^st) or July 2^nd if July 1^st falls on a Sunday; the first Monday in September designated Labour Day; the second Monday in October designated Thanksgiving Day; Remembrance Day (November 11^th); Christmas Day (December 25^th); any day appointed by proclamation of the Governor-General of Canada to be observed as a day of general prayer or mourning or day of public rejoicing or thanksgiving; in the Province of Quebec, any of the following additional days, namely any day appointed by proclamation of the Lieutenant-Governor to be observed as a public holiday or as a day of general prayer or mourning or day of public rejoicing or thanksgiving within the province, and any day which shall be a non-juridical day or holiday by virtue of an act of the legislature of the province as well as any day which shall be appointed to be observed as a civic holiday by resolution of the council or of any other authority charged with the administration of the civic or municipal affairs of a city, town, municipality or other organized district.  Moreover, the 26^th day of December shall be considered a non-juridical day or holiday, as shall be the 2^nd day of January;

“officer” shall mean an individual appointed as an officer under section 121 of the Act, the chairperson of the board of directors, the President, a Vice-President, the Secretary, the Treasurer, the comptroller, 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 mean an individual, partnership, association, body corporate, or personal representative;

“record date” shall mean the last possible registration date which the sole director or the directors may fix in advance in determining the shareholders entitled to receive

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dividends, to participate in the distribution subsequent to liquidation, or the shareholders who or which are qualified for any other purpose, except as regards the right to receive notice of, or to vote at, a meeting of the shareholders; and the record date in order to determine the shareholders qualified for any other purpose, except as regards the right to vote or the right to receive notice of a meeting of the shareholders, shall be the date of passage by the sole director or by the directors of the resolution to this end, at the time of close of business;

“Register” shall mean the register of sole proprietorships, partnerships and legal persons created pursuant to An Act respecting the legal publicity of sole proprietorships, which is also known as the Centre Informatisé Du Registre des Entreprises du Québec (CIDREQ) and which is administered by the Registrar;

“Registrar” shall mean the Enterprise Registrar who is responsible for carrying out the administration of An Act respecting the legal publicity of sole proprietorships;

“registration procedure” shall mean any registration procedure required by law in virtue of which a 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;

“Regulations” shall mean the Regulations made under the Act and as amended from time to time, and any Regulation which may be substituted therefor.  In the event of such substitution, any reference in the by-laws of the Corporation to a provision of the Regulations shall be read as a reference to the provision substituted therefor in the new Regulations;

“personal representative” shall mean a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney;

“reserved powers”, in respect of the sole director or of the directors, shall mean the duties which, according to the Act, must be discharged by the sole director or by the directors, including, in particular, the power to:

(a)submit to the sole shareholder or to the shareholders any matter requiring the approval of the latter;

(b)fill vacancies arising among the directors or appoint additional directors or fill the position of auditor;

(c)issue securities or shares in series;

(d)declare dividends;

(e)acquire, in particular by way of purchase or redemption, the securities issued by the Corporation;

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(f)pay the commission provided for in section 41 of the Act;

(g)approve the management proxy circulars referred to in Part XIII of the Act;

(h)approve the take-over bid circulars or the directors’ circulars referred to in Part XVII of the Act;

(i)approve the annual financial statements of the Corporation referred to in section 155 of the Act; and

(j)pass, amend or repeal by-laws;

“special meeting” shall include, in particular, a special meeting of the holders of securities of any class and a special meeting of all shareholders entitled to vote at an annual meeting of the shareholders; and

“unanimous shareholder agreement” shall mean an agreement described in subsection 146(2) of the Act, or a declaration of a shareholder described in subsection 146(2).

6.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

7.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 vice-versa.

8.Discretion.  Unless otherwise provided, where the by-laws confer a discretionary power upon the sole director or the directors, they shall exercise such power as they understand it, and shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation.  The sole director or the directors may also decide not to exercise such power.  No provision contained in these by-laws shall be interpreted so as to increase the responsibilities of the sole director or the directors beyond those which are provided in the Act.

9.Precedence.  In the event of a contradiction between the Act, the unanimous shareholder agreement or the written declaration of the sole shareholder, the articles or the by-laws of the Corporation, the Act shall prevail over the unanimous shareholder agreement or the written declaration of the sole shareholder, the articles and the by-laws; the unanimous shareholder agreement or the written declaration of the sole shareholder shall prevail over the articles and the by-laws; and the articles shall prevail over the by-laws.

10.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.

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11.Time limits.  If the date set for doing anything, in particular the sending of a notice, falls on a non-juridical day, such thing may be validly done on the next juridical or business day. In computing any time limit set by these by-laws, the day which marks the starting point is not counted, but the day of the deadline is.  Non-juridical days or holidays are counted but, when the last day is a non-juridical day or holiday, the time limit is extended to the next juridical or business day.

§2.CORPORATION

A.REGISTERED OFFICE AND ESTABLISHMENT

12.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 in the declaration deposited in the Register or in the Notice of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act.

13.Change of address and of province.  The sole director or 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 sole director or by the directors shall send 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 sole director or 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

14.Establishment.  The Corporation may have one (1) or more establishments elsewhere in Canada or in any other country.

15.Notices to the Corporation.  Notices or documents to be sent to, or served upon, the Corporation may be so sent or served, by registered or by certified mail, to or at the address of the registered office indicated at the relevant time in the declaration deposited in the Register or in the Notice of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act.  In such a case, the Corporation shall be deemed to have received, or to have been served, such notices or documents on the date of normal mail delivery unless reasonable grounds to the contrary exist.

B.SEAL AND OTHER MEANS OF IDENTIFICATION OF THE CORPORATION

16.Form and contents of seal.  Unless a different form or other contents are approved by the sole director or by the directors, the seal of the Corporation shall consist of two (2) concentric circles between which shall appear the corporate name of the Corporation and only the year of its incorporation may be written in the centre of this seal.

17.Logo.  The Corporation may approve one (1) or more logos in accordance with the specifications prescribed by the sole director or by the directors.

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18.Facsimile of the seal.  If the Corporation carries on business outside the province in which its registered office is located, it may approve one (1) or more facsimiles of its seal.  Unless other contents are prescribed by the sole director or by the directors, on any such facsimile shall appear the corporate name of the Corporation and/or its version in the language of the province, of the territory, of the state or of the country or political subdivision thereof where the facsimile is used, the year of its incorporation only and the name of the province, of the territory, of the state or of the country or political subdivision thereof.

19.Safekeeping of the seal.  The seal shall be kept at the registered office of the Corporation or at any other location determined by one (1) of the persons authorized to use it.

20.Safekeeping of the facsimile.  The facsimile of the seal shall be kept at the principal establishment of the Corporation situated in the province, in the territory, in the state or in the country or political subdivision thereof where the facsimile is used or at any other location determined by one (1) of the persons authorized to use it.

21.Use of the seal.  The use of the seal on a document issued by the Corporation shall be authorized by one (1) of the following persons:

(a)the Managing Director;

(b)the President of the Corporation;

(c)any Vice-President;

(d)the Secretary;

(e)the Treasurer; and

(f)any other representative designated by the sole director or by the directors.

22.Use of the facsimile.  The sole director or the directors shall determine the representatives authorized to use the facsimile of the seal of the Corporation and only one (1) such authorized representative, at a given time, may affix the facsimile to a document issued by the Corporation.

23.Validity.  The Corporation or its guarantors may not assert against a third party who has dealt in good faith with the Corporation or with its assigns that a document bearing the seal of the Corporation or its facsimile and issued by the sole director or by one (1) of its directors, of its officers or of its mandataries or agents having actual or usual authority to issue such document is neither valid nor genuine.

24.Name.  The Corporation has a corporate name which shall be assigned to it at the time of its incorporation and it shall exercise its rights and perform its obligations under that name.  The sole director or the directors may approve or, as the case may be, abandon, the use of one (1) or more assumed, business, trade or firm names or trade-marks so as to enable the Corporation to carry on business or to identify itself, or, as the case may be, to

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cease to carry on business or to identify itself, by a name other than its corporate name or to identify, or to cease to identify, its wares or its services under one (1) or more trade-marks.  However, the corporate name of the Corporation shall be set out in legible characters on all its negotiable instruments, contracts, invoices and orders for goods or services.

C.BOOKS AND REGISTERS

25.Corporate Records Book.  The Corporation shall opt for one (1) or more books in which the following documents, as the case may be, are to be kept:

(a)the original or a copy of the articles of the Corporation as well as any related certificate;

(b)the by-laws of the Corporation and any amendments thereto;

(c)a copy of the unanimous shareholder agreement or of the written declaration of the sole shareholder;

(d)a copy of the Notices of Directors or of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act;

(e)a copy of the Notices of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act;

(f)a copy of any declaration deposited in the Register,

(g)the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the minutes of their meetings;

(h)the resolutions of the sole shareholder or of the shareholders as well as the minutes of the meetings of the shareholders;

(i)a register of the directors indicating the name, address and citizenship of each director as well as the date of his commencement and, as the case may be, of the end of his term of office;

(j)a register containing the notices of disclosure of interest given pursuant to subsection 120(6) of the Act;

(k)a register of the shareholders indicating the name and address of each shareholder as well as the date of his registration as shareholder and, as the case may be, the date on which this registration was cancelled;

(l)a register of the securities issued by the Corporation indicating, for each class or series of securities, the name, in alphabetical order, and the last-known address, of each of the holders of these securities or their predecessors, the number of

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securities of each holder and the date and the conditions of any transaction with respect to each security as well as the reference numbers for the purposes of the transfer registers and of the security certificates; and

(m)a transfer register indicating the designation of the securities transferred, the number and the date of the transfer, the names of the transferor and of the transferee, the number of securities transferred as well as the numbers of the certificates issued and cancelled.

26.Minutes and resolutions.  The minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the resolutions of the sole shareholder or of the shareholders and the minutes of the meetings of the shareholders may be kept in the same Corporate Records Book under the same tab divider.

27.Safekeeping.  The Corporate Records Book shall be kept at the registered office of the Corporation or at any other place determined by the sole director or by the directors.

28.Accounting records.  The Corporation shall keep an adequate accounting.  If the accounting of the Corporation is kept abroad, there shall be kept, at the registered office or at any other office in Canada, books enabling the sole director or the directors to ascertain on a quarterly basis, with reasonable accuracy, the financial position of the Corporation.  Subject to subsection 20(2.1) of the Act, the Corporation shall conserve its accounting records for a period of six (6) years following the end of each financial period.

29.Examination of books, registers and documents.  Subject to the Act, the sole shareholder or the shareholders and their creditors, their mandataries or agents as well as the Director 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; the unanimous shareholder agreement or the written declaration of the sole shareholde; the minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors; the minutes of the meetings of the shareholders and the resolutions of the sole shareholder or of the shareholders; the Notices of Directors or of Change of Directors as well as the Notices of Registered Office or of Change of Registered Office filed with the Director; the copy of any declaration deposited in the Register; the register of the directors of the Corporation; the register of the shareholders of the Corporation; the security register indicating the names and addresses of the shareholder or of the shareholders, the number of securities held and the date and the details of any transaction with respect to the securities; the transfer register.  This right of examination may be granted to any person, upon payment of a reasonable fee, where the issued securities of the Corporation are or have been part of a public issue and are held by several persons.  Subject to the Act, no shareholder, including the sole shareholder, unless he is also, as the case may be, the sole director or a director, and no

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creditor of the Corporation may examine the books, registers and documents of the Corporation except for those specifically referred to in this paragraph. In addition, the sole director or the directors and the auditor of the Corporation shall have access to the books, registers and documents of the Corporation at all times.

30.Non-certified copies of documents.  The sole shareholder or the shareholders as well as their personal representatives 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 or of the written declaration of the sole shareholder, as the case may be.

31.Disclosure of information to shareholders.  Unless otherwise provided in the Act, 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 sole director or of the directors, it would be contrary to the interests of the Corporation to render any information public.  Subject to paragraph 29 above, the sole director or the directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the sole shareholder or to the shareholders.

D.APPLICABLE LEGISLATION

32.Publicity.  The Corporation shall have the duty to ensure its publicity pursuant to An Act respecting the legal publicity of sole proprietorships and to file for registration on the Register.  The President or the Secretary of the Corporation shall be responsible for the periodic or annual updating of the information appearing on the Register.

33.Signing of declarations to be deposited in the Register.  The declarations which are to be filed with the Registrar pursuant to An Act respecting the legal publicity of sole proprietorships may be signed by the President of the Corporation, by any director of the Corporation or by any person designated by the directors.

34.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.

35.Priority.  In the event of any discrepancy between the information filed pursuant to the Act and pursuant to An Act respecting the legal publicity of sole proprietorships, the information registered pursuant to the Act shall have priority unless the information appearing on the Register and filed pursuant to An Act respecting the legal publicity of sole proprietorships is subsequent in time.

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PART IICORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER

§1.REPRESENTATION OF THE CORPORATION

36.Representative bodies.  The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders and its other representatives.  These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the articles, of a unanimous shareholder agreement or of the present by-laws.  The Board of Directors may be designated by any other name in any document issued by the Corporation.

A.DIRECTORS

37.Mandatary or agent.  The director shall be considered to be a mandatary or agent of the Corporation. He shall have the powers and the duties set out in the Act, in its Regulations, in the articles, in a unanimous shareholder agreement and in the present by-laws as well as those which are inherent in the nature of his office.  In the course of discharging his duties, he shall respect the duties with which he is charged under the Act, its Regulations, the articles, a unanimous shareholder agreement and the present by-laws and he shall act within the limits of the powers granted to him.

38.Number.  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.  Unless section 105 of the Act applies, twenty-five per cent (25%) of the members of the Board of Directors shall be resident Canadians.  The Corporation may amend its articles in order to increase or to decrease the precise number or the minimum or maximum number of directors, provided that the number of votes in favour of the motion to decrease the precise number of directors exceeds the number of votes cast against this motion, multiplied by the precise number of directors provided for in the articles.  However, a decrease in such numbers may not shorten the term of office of the directors then in office.

39.Qualifications.  Subject to the articles or to a unanimous agreement, a person need not be a shareholder in order to become a director of the Corporation.  Moreover, any natural person may be a director except for a person who is under eighteen (18) years of age, a person who is of unsound mind and has been so found by a Court of law in Canada or elsewhere, a person who has the status of bankrupt or a person who 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 a declaration with the Registrar in accordance with An Act respecting the legal publicity of sole proprietorships and send to the Director a Notice of Change of Directors in accordance with subsection 113(1) of the Act.

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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 to 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 to hold office as a director in writing before the election or appointment or within ten days after it, or he has acted as a director pursuant to the 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 whose names appear at the relevant time in the declaration deposited in the Register and 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, the acts or the deeds of the directors shall not be voidable by reason only that the latter were incapable, that their appointment was irregularly made or that a declaration deposited in the Register or that a Notice of Directors or of Change of Directors filed with the Director pursuant to subsections 106(1) or 113(1) of the Act are incomplete, irregular or erroneous.  The action, the act or the deed of a person who no longer holds the office of director shall be valid unless, before that action, that act or that deed, a written notice shall have been sent or tendered to the Board of Directors or unless a written notice stating that such person is no longer a director of the Corporation shall have been entered in the Corporate Records Book.  This presumption shall only be valid with respect to persons acting in good faith.

44.Notices to directors.  The notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the directors may be sent by registered or by certified mail or delivered in person to the directors, to or at the address indicated at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors prescribed by sections 106 or 113 of the Act and filed with the Director.  The directors to whom are sent notices or documents by registered or by certified mail shall be deemed to have received them at the date of normal mail delivery for such registered or certified mail.  In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery, or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the director.

45.Remuneration and expenses.  The directors may fix their own remuneration without having to pass 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

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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.

46.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 contract with the Corporation shall disclose the nature and the extent of his interest at the time and in the manner provided for by the Act.

47.Resignation.  A director may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail.  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 to the date of its sending.  Such resignation, however, shall not relieve the director of the obligation of paying any debt owing to the Corporation before his resignation became effective.  A director shall be liable for any prejudice caused to the Corporation by his resignation if be submits it without a serious reason and at an inopportune moment.  However, a director shall be entitled to the remuneration which he has earned until the date of his resignation.

48.Removal from office.  Unless otherwise provided in the articles or in a unanimous agreement, any director may be removed from office prematurely by way of an ordinary resolution passed, at a special meeting called for this purpose, by a majority of the shareholders entitled to elect him.  Notwithstanding the fact that the director has been removed from office prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any prejudice caused to a director by his removal from office.  Where the holders of a class or of a series of securities have the exclusive right to elect a director, the latter may only be removed from office by an ordinary resolution passed at a meeting of the holders of that class or of that series.  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 caused by the removal from office of the director.

49.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, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The term of office of a director shall also end in the event of the bankruptcy of the Corporation.

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50.Vacancies.  Subject to the Act, to paragraph 48 hereof and unless the articles provide otherwise, 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 latter 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 of the Corporation may call such a meeting.  If all the directors have resigned or have been removed from office without replacement, a person who manages or supervises the management of the business and affairs of the Corporation is deemed to be a director.  Vacancies on the Board of Directors shall then be filled by way of an ordinary resolution of the shareholders or, as the case may be, of the holders of a class or of a series of securities having an exclusive right to elect the director whose office is vacant.  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 the Act.

B.POWERS OF THE DIRECTORS

51.General rule.  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 exercise all the powers and duties of the Corporation and perform all the actions, the acts or the deeds within the limits of the powers of the latter, except those which the Act or a unanimous agreement expressly reserve for the shareholders.  In particular, the directors shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property or personal or real property, presently held or after-acquired, of the Corporation.  The directors may pass resolutions with respect to reserved powers and a copy of these resolutions shall be kept in the Corporate Records Book.  Finally, they may perform any other action, act or deed which is useful or necessary in the interests of the Corporation.

52.Duties.  Every director of the Corporation, in exercising his powers and carrying out his duties, shall exercise the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or a report of a person whose profession lends credibility to a statement made by the professional person.

53.Gifts inter vivos.  The directors may make gifts inter vivos of the assets of the Corporation, even for a substantial value, without having to obtain the consent of the shareholders, provided that such gifts shall be made in the best interests of the Corporation.

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54.By-laws.  Unless otherwise provided in the articles, in the by-laws of the Corporation or in a unanimous shareholder agreement, the directors, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Corporation.  By-laws passed, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following meeting.  By-laws passed, amended or repealed by the directors shall take effect on the date of their passage, 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 passage.  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.

55.Banking or finance.  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.

56.Financial year.  The date of the end of the financial year of the Corporation shall be determined by the directors.

57.Approval by shareholders.  The directors, in their discretion, may submit any contract, decision made or transaction for approval, confirmation or ratification at a meeting of the shareholders called for this purpose.  Except in the event of discolosure by a director of the nature or of the extent of his interest in a material contract or in a proposed material contract with the Corporation, any such contract, decision made or transaction shall be approved, confirmed or ratified by way of a resolution passed by way of a majority of the votes cast at any such meeting and, unless any different or additional requirement is imposed by the Act, by the articles or by any other by-law of the Corporation, such contract, such decision made or such transaction shall be as valid and as binding upon the Corporation and upon the shareholders as if it had been approved, confirmed or ratified by all the shareholders of the Corporation.

C.MEETINGS OF THE BOARD OF DIRECTORS

58.Calling of meetings.  The Chairman 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.  Such meetings shall be called by way of a notice sent by mail, by telegram, by telex or by any other electronic means or delivered in person to the directors, to or at the address appearing at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors referred to in sections 106 and 113 of the Act and filed with the Director.  The notice of the meeting shall specify the place, the date and the time of such meeting and, subject to paragraph 62

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below, be received at least two (2) clear juridical or business days prior to the date set for the meeting. It need specify neither the purpose nor the agenda of the meeting but it shall detail any question respecting the reserved powers.  The director shall be deemed to have received such notice within the normal time for delivery according to the means of communication used unless there are reasonable grounds for believing that the notice was not received on time or that it was not received at all.  If the address of a director does not appear in the Corporate Records Book, such notice may be sent to the address where, in the judgment of the sender, it is most likely to be received promptly by the director.

59.First directors’ resolutions.  After the issue of the certificate of incorporation, the first directors, by way of resolutions in writing, may pass by-laws, approve forms of security 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.

60.Regular meetings.  The directors may determine the place, the date and the time where or when regular meetings of the Board of Directors shall be held.  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 after its passage 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.

61.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 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.

62.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.

63.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 time limit 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.

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64.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.

65.Quorum.  Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, 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.

66.Canadian residency.  Unless at least twenty-five per cent (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 per cent (25%) of resident Canadians, if a resident Canadian who is unable to be present approves in writing, or by telephonic, 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.

67.President and Secretary.  The Chairman 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 chairman from their number, and, as the case may be, any person to act as secretary of the meeting.

68.Procedure.  The chairman 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 Act, to the by-laws of the Corporation or to the rules of procedure usually followed during deliberating assemblies.  Failure by the chairman of the meeting to submit a proposal shall entitle any director to do so before the rising or the adjournment of said meeting; if such proposal falls within the powers of the directors and if no reference thereto is required in the notice of the meeting, the directors may consider the proposal without it having been seconded.  To this end, the agenda for any meeting of the Board of Directors shall be deemed to allow time for the directors to submit their proposals.

69.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 in attendance and voting. Voting shall be by a show of hands unless the chairman 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 chairman of the meeting shall not have a second or casting vote in the event of a tie vote.

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70.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 passed 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 by registered or by certified mail or is delivered to the registered office of 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, within 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 by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.

71.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 or of a committee of the Board of Directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.  A director participating in such a 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 per cent (25%) of resident Canadians if twenty-five per cent (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 passage of a by-law, one (1) 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 shall keep minutes of such meetings and shall record any dissent.  The statement by the chairman 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.

72.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 passed at such meetings.  A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Board of Directors.

73.Adjournment.  The chairman of a meeting of the Board of Directors, with the consent of the majority of the directors in attendance, may adjourn this meeting to another place, date and time without having to provide notice of the meeting again to the directors.  The reconvening of any meeting so adjourned may take place without notice if the place, the date and the time of the adjourned meeting are announced at the original meeting.  Upon reconvening of the meeting, the directors may validly decide on any matter which was

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not settled at the original meeting, provided a quorum is present.  The directors who constituted the quorum at the original meeting need not be those constituting the quorum at the reconvened meeting.  If a quorum does not exist at the reconvened meeting, the meeting shall be deemed to have ended at the previous meeting when the adjournment was pronounced.

74.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 AND REPRESENTATIVES

75.Mandataries or agents.  The officers and the representatives shall be considered to be mandataries or agents of the Corporation.  They shall have the powers and the duties set out in the Act, in its Regulations, in the articles and in the present by-laws as well as those which are inherent in the nature of their office.  In the course of discharging their duties, they shall respect the duties with which they are charged under the Act, its Regulations, the articles and the present by-laws and they shall act within the limits of the powers granted to them.

76.Appointment.  Subject to the provisions of the articles, of the by-laws or of any unanimous agreement, the directors may appoint any qualified person, who, unless otherwise provided in the present by-laws, need not necessarily be a shareholder or a director of the Corporation, to the office of President of the Corporation, of Chairman of the Board of Directors, of Vice-President, of Treasurer or of Secretary, and they may provide for assistants to such officers.  Moreover, the directors, or the President of the Corporation or the Chairman of the Board of Directors with the consent of the directors, may create any other office and appoint thereto qualified persons, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which they may determine.  The officers or the representatives may delegate the powers which they have received from the directors as well as those which are inherent in their office.  However, they shall select their substitutes carefully and provide them with appropriate instructions.

77.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.

78.Term of office.  The term of office of the officers and of the representatives 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 directors unless their term of office ends prematurely in accordance with paragraphs 96 to 98 of the present by-laws.

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79.Remuneration.  The remuneration of the officers or of the representatives of the Corporation shall be fixed by the directors without their having to pass 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 or to the representative in another capacity by the Corporation.  The fact that any officer, representative or employee shall also be a director or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.

80.Powers.  Subject to the articles, to the by-laws or to a unanimous shareholder agreement, the directors shall determine the powers of the officers and of the representatives of the Corporation.  The directors may delegate to them all their powers, except the reserved powers or those which require the approval of the shareholders.  The officers and the representatives 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.

81.Duties.  The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation.  They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Corporation.  They shall be held liable to the Corporation for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which had been agreed upon.  In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.

82.Chairman of the Board of Directors.  The directors may appoint a Chairman of the Board of Directors who shall be a director.  If a Chairman 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.

83.President of the Corporation.  The President of the Corporation shall be its chief executive officer subject to the control of the directors.  He shall supervise, administer and manage generally the business and the affairs of the Corporation, except for the reserved powers and for the business which must he transacted by the shareholders at annual or special meetings.  He shall appoint and dismiss the mandataries or agents as well as hire, lay off, fire or dismiss the employees of the Corporation.  He shall also exercise all the powers and discharge all the duties delegated to him by the directors.  When requested to do so by the directors, or by one (1) or more of them, he shall provide all relevant information relating to the business and to the affairs of the Corporation.  If no Chairman of the Board of Directors has been elected, or, if he is absent or unable to

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act, the President of the Corporation, if he is a director and if he is in attendance, shall chair all meetings of the Board of Directors and all meetings of the shareholders.

84.Vice-President.  In the absence of the President of the Corporation or in the event of the latter’s inability, refusal or failure to act, the Vice-President shall possess all the powers and assume all the duties of the President of the Corporation save that no Vice-President shall chair a meeting of the Board of Directors or a meeting of the shareholders who is not otherwise qualified to attend such meeting as a director or as a shareholder, as the case may be.  If there is more than one (1) Vice-President, the President of the Corporation shall designate any Vice-President to act on his behalf, and, if the President of the Corporation fails to do so, the directors may designate such Vice-President and, finally, failing such designation by the directors, the Vice-Presidents may act on the basis of seniority.

85.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 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.  He shall be responsible for receiving, and for issuing receipts for, the amounts payable to the Corporation, and for paying, and for receiving receipts for, amounts which the Corporation owes, whatever the source of the funds may be. He shall discharge all duties which are inherent in his office as well as those powers and duties determined by the directors.  The latter may appoint an Assistant-Treasurer in order to assist the Treasurer of the Corporation in the discharge of his duties.

86.Secretary.  The Secretary shall act as secretary at all meetings of the Board of Directors, of the Executive Committee, unless the latter decides otherwise, and of the other committees of the Board of Directors as well as at 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 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, of the Executive Committee and of the other committees of the Board of Directors and of the meetings of the shareholders as well as the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the shareholders.  Moreover, he shall be responsible for the safekeeping of the seal of the Corporation and shall ensure the maintenance and the updating of all books, registers, reports, certificates and other documents of the Corporation.  He shall also be responsible for the filing of the records of the latter.  He shall countersign the minutes and the security certificates.  Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Corporation or by the directors.  The

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Assistant-Secretary shall exercise the powers and discharge the duties which are delegated to him by the directors or by the Secretary.

87.General Manager.  The directors may appoint a resident Canadian among them to act as General Manager.  They may delegate to him all their powers except for the reserved powers.  The remuneration of the General Manager shall be fixed by the directors.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration to be paid to him in another capacity by the Corporation.  The General Manager shall be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of his duties except for those incurred as a result of his own fault.

88.Posting of security bond.  The directors, the President of the Corporation or any person designated by any one (1) of them, may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the directors may determine, in order to guarantee the proper performance of their powers and discharge of their duties.

89.Conflict of interest.  Any officer or representative 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.  The rules governing conflicts of interest of the directors shall apply, with all necessary changes, to the officers and to the representatives.

90.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 Chairman of the Board of Directors, of director, of Secretary, of Treasurer or of General Manager 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.

91.Mechanically-reproduced signature.  Subject to the Act, the directors may permit the contracts, documents or instruments in writing which are issued by the Corporation to bear mechanically-reproduced signatures.  The signature appearing on a resolution in lieu of a meeting of the Board of Directors or of the shareholders may also be mechanically reproduced, including the use of a stamp as a signature.

92.Proxyholder of the Corporation.  The directors may authorize any person to sign and to convey proxies and to ensure that the proper ballots or other evidence of the right to vote attached to all the securities held by the Corporation shall be issued.  Furthermore, the directors, from time to time, may determine the manner in which, and designate one (1) or more persons by whom, the rights to vote may or shall be exercised.

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93.Legal or other proceedings.  The President of the Corporation or any other person authorized by the directors or by the President of the Corporation 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 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.

94.Prima facie evidence of by-law.  A copy of a by-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President of the Corporation or by the Secretary thereof shall be admissible as against any shareholder of the Corporation as being, in itself, prima facie evidence of the by-law.

95.De facto officers or representatives.  The actions, the acts or the deeds carried out by the officers or by the representatives shall not be voidable by reason only of the fact that the latter were incapable or that their appointment was irregularly made.

96.Resignation.  Any officer or representative may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail.  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 or of a representative 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 or the representative of the obligation of paying any debt owing by him to the Corporation before such resignation became effective.  The officer or the representative 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.

97.Removal from office.  The directors may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person.  Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation.  However, the Corporation shall be liable for any prejudice caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.

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98.End of term of office.  The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

E.EXECUTIVE COMMITTEE AND OTHER COMMITTEES

99.Appointment.  The directors may create an Executive Committee and appoint its members.  The appointment of the members of the Executive Committee shall normally take place at the meeting of the Board of Directors immediately following the annual meeting of the shareholders.

100.Qualifications.  The members of the Executive Committee of the Board of Directors shall be chosen from among the directors.

101.Powers.  Subject to the restrictions on the exercise of powers provided for in subsection 115(3) of the Act, the Executive Committee shall exercise, under the control of the directors, all the powers of the directors with regard to the management and control of the business and of the affairs of the Corporation, except for the reserved powers and for those powers which require the approval of the shareholders.  The Executive Committee shall report on its activities to the directors who may reverse or modify the decisions of the Executive Committee, subject to the rights of third parties.  The Executive Committee shall consult with, and assist, the officers and the representatives in all the business and the affairs concerning the Corporation and its management.

102.Meetings.  The directors or any person appointed by them may call meetings of the Executive Committee at any time.  These meetings shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a chairman selected from among their number by the members of the Executive Committee in attendance at the meeting.  The Secretary of the Corporation shall also act as the secretary of the Executive Committee, unless the Executive Committee decides otherwise.  Written resolutions signed by all the members of the Executive Committee shall be as valid as if they had been passed at a meeting of the Executive Committee.  A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Executive Committee.  The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of the Executive Committee.  The quorum at meetings of the Executive Committee shall be a majority of the members of the Executive Committee.

103.Remuneration.  Members of the Executive Committee shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity by the Corporation.

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104.Compensation.  Members of the Executive Committee shall be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of their duties.  Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.

105.Other Committees.  The directors may also create other advisory committees which they deem necessary and appoint any person to serve thereon, whether or not such person be a director of the Corporation.  The powers of these other committees shall be limited to those powers delegated to them by the directors and such other committees shall only have access to such information as the directors may determine.  Members of these other committees shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end.  They shall also be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of their duties.  Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.  The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of these other committees.  The quorum at meetings of each of these committees shall be a majority of the members of that committee.

106.Dissent.  A member of the Executive Committee or of another committee of the Board of Directors in attendance at a meeting of the Executive Committee or of such other committee 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 passed 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 by registered or by certified mail or is delivered to the registered office of the Corporation immediately after the meeting is adjourned or after it rises.  A member of the Executive Committee or of another committee of the Board of Directors absent from a meeting of the Executive Committee or of such other committee shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within 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 by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.

107.Removal from office and replacement.  The directors may remove from office any member of the Executive Committee or of any other committee of the Board of Directors. Despite the fact that the removal from office of a member of the Executive Committee shall have been carried out prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any prejudice caused to the member of the Executive Committee.  The directors may fill any vacancy which occurs on any committee at a meeting called for this purpose or by way of resolution.

108.End of term of office.  The term of office of a member of the Executive Committee or of any other committee of the Board of Directors shall end by reason of his death, of his

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resignation, of his removal from office by the directors, upon expiry of his term of office, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from serving as a director or as a member of the Executive Committee or of another committee of the Board of Directors, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

F.DIVISIONS

109.Creation.  The directors may separate the activities of the Corporation into divisions according to such criteria (such as type of activity, geographical territory, etc.) and for such purposes as they may determine. They may also subdivide the activities of such divisions into subdivisions or consolidate these divisions or subdivisions according to such criteria as they may determine.

110.Management.  The directors, or the President of the Corporation with the consent of the directors, may appoint one (1) or more persons to manage a division or a subdivision and may determine their powers, duties, terms of employment and remuneration.  The persons managing such divisions or subdivisions of the Corporation, by reason only of that fact, shall not be officers of the Corporation.

G.PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES

111.Exclusion of liability vis-à-vis the Corporation and third parties.  Subject to any contrary provision in the Act and without restricting section 124 of the Act, and subject to the by-laws of the Corporation, no director or officer acting or having acted for or in the name of the Corporation shall be held liable, in this capacity or in his capacity as mandatary or agent 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 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, officer, employee, servant or 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

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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, unless they acted prior to the incorporation of the Corporation and unless their actions, their acts or their deeds have not been ratified by the Corporation within the time limit prescribed by the Act after its incorporation.

112.Right to compensation.  The corporation may indemnify its directors or officers, a former director or officer or another individual who acts or acted at its request as a director or officer, or an 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 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.  The Corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above.  The individual shall repay the moneys if he did not act honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, in the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and 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 his conduct was lawful.  The corporation may with the approval of a Court, indemnify an individual referred to above, or advance moneys, in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of his association with the Corporation.  Notwithstanding the above the individual is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which he is subject because of his association with the Corporation or other entity as described above, if the individual seeking indemnity 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; and fulfils the conditions set out above.

113.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

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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 the defence of its mandatary or agent.

114.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 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 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.

115.Liability insurance.  The Corporation may purchase and maintain insurance for the benefit of an individual referred to in paragraph 112 herein, against any liability incurred by the 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.

116.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 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 agents, 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.

117.Place of action.  The powers and the duties of the Corporation with respect to the compensation of any director, officer or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.

§2.SHAREHOLDERS

A.SECURITIES

118.Allotment and issue of securities.  Unless otherwise provided in the Act, in the articles, in the by-laws or in a unanimous shareholder agreement, the directors, by way of resolution, may accept subscriptions for securities, allot or issue securities of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no security of the Corporation may be issued before having been fully paid-up either in specie or in property or in services rendered the fair value of which cannot be less than the amount of money which the Corporation could have received if the securities had been fully paid-up in specie or

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they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the unanimous shareholder agreement.

119.Commission.  The directors may authorize the Corporation to pay a reasonable commission to a person in consideration of his purchasing or agreeing to purchase securities of the Corporation, directly from the Corporation or from any other person, or of his procuring or agreeing to procure purchasers for any such securities.

120.Joint shareholders.  Where two (2) or more persons are registered as joint shareholders in the securities’ register of the Corporation, any one (1) of them may give receipts and grant discharges in respect of any dividends, payments of capital, of interest and/or payment of the redemption price or other payments with regard to the securities held jointly.  In such cases, the joint shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

121.New shareholder.  Any person who, by operation of the Act, by transfer or by any other means, becomes a shareholder 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 shareholder registering the securities.

B.SECURITY CERTIFICATES

122.Right to a certificate.  Each shareholder, in his discretion, shall be entitled either to a security certificate representing the securities which he holds in the Corporation or to an irrevocable acknowledgement in writing of his right to obtain a security certificate of the Corporation, detailing the number, the class and the series of securities which he holds as indicated in the securities’ register.  Such certificate shall be in a form approved by the directors.

123.Signing of certificates.  Certificates representing the securities of the Corporation shall be signed manually by, or on behalf of, at least one (1) of the directors or officers of the Corporation or by, or on behalf of, one (1) of its registration or transfer agents or by a trustee who shall certify them to be in accordance with a trust indenture.  A handwritten signature shall not be required, however, on a security certificate representing a demand note which has not been issued pursuant to a trust indenture, a fractional security, an option or the right to acquire securities, or scrips.

124.Additional signatures.  The directors may determine any additional signatures which may be required on the certificates representing the securities of the Corporation.  Such signatures may be printed or mechanically reproduced, even if the signatories have ceased to hold office.

125.Joint holders.  The Corporation shall not be required to issue more than one (1) certificate in respect of securities held jointly by several persons. In the event of a jointly-held security, delivery of the certificate to one (1) of the joint holders shall constitute sufficient delivery to all.

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126.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 securities 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.

127.Fractional securities.  If fractional securities are issued, for each fractional security, the Corporation may issue either a certificate or bearer scrips entitling one to a full security in exchange for all the corresponding scrips.  Such scrips or certificates shall not be required to bear a handwritten signature.

128.Evidence.  In a legal action with regard to securities, unless specifically denied in the pleadings, the signatures on the security certificates or the required endorsements shall be admissible without the necessity of adducing further evidence.

129.Replacement of certificates.  Where a shareholder declares in writing that a security certificate which he holds has been lost, destroyed or stolen, and describes the circumstances surrounding the event, the Corporation shall issue a new certificate in favour of the shareholder, provided that:

(a)the shareholder’s request has been made to the Corporation before the latter has been notified of the acquisition of this certificate by a purchaser acting in good faith;

(b)the shareholder has provided the Corporation with a sufficient bond; and

(c)the shareholder has satisfied any other reasonable requirements which the directors, the President or the Secretary of the Corporation may determine.

C.TRANSFER OF SECURITIES

130.Securities’ and transfer registers.  The directors shall determine the place within Canada where the Corporation shall keep a central register of the securities which it has issued, and failing such a decision, this register shall be kept at the registered office of the Corporation.  The directors may also determine one (1) or more places, within or outside Canada, where branch transfer registers shall or may be kept.  The central and branch transfer registers shall be kept by the Secretary of the Corporation or by the mandataries or agents designated by the directors.

131.Transfer agents.  The directors may appoint as mandataries or agents one (1) or more transfer agents for the purpose of holding a central securities’ register or, as the case may be, branch transfer registers.  The directors may also pass by-laws concerning such transfers of securities.  The transfer agent shall keep the registers required for the recording of any transaction of securities.  All security certificates which a transfer agent shall issue after his appointment shall bear his signature and such certificates shall only be valid if he countersigns them.  The directors shall have the power to remove the transfer agents whom they have appointed.  However, the Corporation shall be held liable

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for any prejudice caused to the transfer agents by their removal without a serious reason and at an inopportune moment.

132.Transfers of securities.  Subject to the Act and to the provisions of paragraph 137 below, a transfer of securities shall be subject to the restrictions contained in the articles and in the by-laws of the Corporation and, as the case may be, in any unanimous shareholder agreement.  All transfers of securities of the share capital of the Corporation and all details relating thereto shall be recorded in the central securities’ register or in the branch transfer registers of the Corporation.  However, no transfer of securities shall be validly entered in one (1) of these registers of the Corporation or authorized to be entered therein unless the certificate representing the securities 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 securities 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.

133.Lien on a security.  If the articles of the Corporation provide that the securities issued by the latter are subject to a lien registered in the name of the shareholder for a debt owed by the shareholder to the Corporation, the directors may refuse to register the transfer of this security until such debt has been reimbursed.

134.Enforcement of a lien.  Any proceeds from the sale of securities carried out by the directors in order to enforce a lien held by the Corporation shall be allocated as follows:  first, to the payment of costs brought about by this sale, then, to any amount owing by the shareholder to the Corporation and, finally, the balance, if any, shall be returned to the shareholder.  Such a sale cannot take place before the debt shall be due and owing nor before the directors shall have notified the shareholder or his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the fact that the debt has become due, of the among owing and of their intention to proceed with the sale of the securities nor before the shareholder in default has neglected to remedy such default within seven (7) days of the receipt of such notice.

135.Registration of transfers.  Subject to the Act and to the provisions of paragraph 137 below, no transfer of securities or of warrants shall be registered in the securities’ register of the Corporation unless:

(a)the security certificate has been duly endorsed by the proper person;

(b)a reasonable assurance has been given to the effect that the endorsement is genuine;

(c)every act or statute in Canada or in a province or territory of Canada with respect to the collection of income tax, sales taxes or charges, duties or fees has been complied with;

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(d)any restriction on its issue, on its transfer or on the holding thereof as authorized by the articles has been complied with; and

(e)any lien on the securities as provided for in paragraph 133 above has been reimbursed.

136.Deceased shareholder.  In the event of the death of the holder or of one (1) of the joint holders of any security of the Corporation, the Corporation shall neither modify the securities’ register or the transfer register nor pay any dividend or make any other distribution relating to the security 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 or by its transfer agents shall have been satisfied.

137.Effect of registration.  Subject to the Act, the Corporation may consider the registered holder of a security as the only person eligible to vote, to receive assets, interest, dividends or other payments and to exercise the other rights and privileges attaching to this capacity.

D.DIVIDENDS

138.Declaration and payment.  Subject to the Act and unless otherwise provided in a unanimous shareholder agreement and 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 of its liabilities and of its stated capital, the directors may declare and pay dividends to the shareholders according to their respective rights and interests in the Corporation. The directors shall not be compelled to make any distribution of the profits of the Corporation; thus 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. Such dividends may be paid in specie, in property or by the issue of fully paid-up securities of the Corporation.

139.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 securities 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.

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140.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.

141.Joint shareholders.  Where two (2) or more persons are registered as joint shareholders in the Corporate Records Book, each of the shareholders may grant a valid discharge in respect of the payment of any dividend. In such a case, the shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.

142.Set-off.  The directors, in their discretion, may apply, in whole or in part, any amount of dividend declared payable to a shareholder to set off any debt owed by the shareholder to the Corporation.

E.NOTICES AND INFORMATION TO SHAREHOLDERS

143.Notices to shareholders.  Subject to the provisions of paragraphs 148, 149 and 152 below, the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders may be sent by registered or by certified mail or delivered in person to the shareholders, to or at the address indicated at that time in the Corporate Records Book or in the registers of its transfer agent.  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 in the Corporate Records Book or in the registers of the transfer agent and this shall constitute sufficient notice with respect to the other joint shareholder or shareholders unless the joint shareholders have appointed a manager, in which case the notices or the documents shall be sent to the latter.  Receipt by a shareholder of a notice or of a document sent by registered or by certified mail shall be deemed to have taken place at the time when, according to the ordinary course of mail delivery, the registered or certified letter containing such notice or document should have been received.  In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the shareholder.

144.Addresses of shareholders.  In addition to the persons referred to in subsection 51(2) of the Act, the Corporation may consider the holder of the securities who is registered in the securities’ register of the Corporation as being the person entitled to receive the notices or the documents required to be sent to the shareholders.  The sending of any notice or document to such person, in accordance with paragraph 143 above, shall constitute sufficient notice to the personal representatives of the shareholder.  Each shareholder shall provide the Corporation with an address where the notices or the documents shall be sent to him or left for him, failing which he shall be deemed to have waived his right to receive such notices or documents.

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145.Untraceable shareholder.  The Corporation shall not be obliged to send the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders where previous notices or documents have been returned to it on more than two (2) consecutive occasions, unless the untraceable shareholder has notified the Corporation in writing of his new address.

146.Notice of record date.  In order to determine which shareholders shall be eligible to receive notice of a meeting of shareholders, the directors may, by resolution, fix in advance as a record date, a date between the sixtieth (60th) and the twenty-first (21st) day preceding the date when a meeting of the shareholders is to take place.  Where no record date has been set, the record date in order to determine the shareholders entitled to receive notice of a meeting of the shareholders shall be the eve of the day when such notice is given, at the time of close of business, or the day of the meeting itself, in the absence of notice.

F.MEETINGS OF THE SHAREHOLDERS

147.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 twenty-one (21) days before each annual meeting or the resolution in lieu of it, send the annual financial statements to each shareholder, except those who agree not to receive them, either before, during or after the meeting or the resolution in lieu of it.

148.Special meetings.  The directors of the Corporation may at any time call a special meeting of shareholders.

149.Calling by shareholders.  The holders of not less than five per cent (5%) of the securities issued by the Corporation which carry the right to vote at the meeting sought to be held may request that the directors call a meeting for the purposes stated in their request.  The request, which may consist of several documents of like form signed by at least one (1) of the shareholders, shall state the items on the agenda of the meeting to be called.  It shall be sent to each director and to the registered office of the Corporation.  The directors shall call the meeting within twenty-one (21) days following receipt of the request in order to debate the questions referred to therein.  The directors, however, shall not be obliged to call the meeting if the notice of a record date set pursuant to subsection 134(2) of the Act has been given in accordance with subsection 134(4) of the Act, if a meeting has already been called and if notice thereof has been given pursuant to section

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135 of the Act or if the items on the agenda stated in the request relate to instances described in subsections 137(5)b) to e) of the Act.  Should the directors fail to call said meeting within the time limits prescribed above, any shareholder who signed the request may do so.

150.Meetings in Canada.  Subject to the articles or to any unanimous shareholder agreement, 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.

151.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 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.

152.Notice of meeting.  Notice of the calling of any meeting of the shareholders shall be sent by mail, by facimile 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.

153.Notice to the auditor.  The auditor of the Corporation shall be entitled to notice of any meeting, to attend such meeting at the expense of the Corporation and to be heard thereat on any issue pertaining to his duties.  The auditor or his predecessors to whom one (1) of the directors or one (1) shareholder, whether entitled to vote or not, shall give written notice at least ten (10) days prior to the holding of such meeting shall attend this meeting at the expense of the Corporation and answer any questions pertaining to his duties.

154.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.

155.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.  This waiver of the notice of the meeting may take place before, during or after the holding of the meeting.

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Moreover, the attendance of a shareholder, of a director, of the auditor or of any other person entitled to attend such meeting shall constitute a waiver on his part of notice of the meeting, unless he indicates that he is attending for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called.  The signing, by any of the aforementioned persons, of a resolution in lieu of a meeting shall also constitute a waiver of the notice on his part of the calling and of the holding of an actual meeting.

156.Irregularities.  Irregularities affecting the notice of a meeting or the sending thereof, the accidental omission to give such notice or the non-receipt of the notice by a shareholder, by a director, by the auditor or by any other person entitled to attend the meeting in no way shall affect the validity of a meeting of the shareholders.  Moreover, the accidental failure in the notice of a meeting to refer to one (1) or more of the matters to be submitted to such meeting, even though reference thereto is required, shall not prohibit the meeting from considering this matter unless it is prejudicial to a shareholder or unless there is a risk of his interests being injured.  A certificate from the Secretary, from an officer or from another duly authorized representative of the Corporation shall constitute irrebuttable evidence of the sending of a notice of the meeting to the shareholders and shall be binding upon each of the shareholders.

157.Persons entitled to attend a meeting.  The only persons entitled to attend a meeting of the shareholders shall be those entitled to vote thereat, the directors, the auditor of the Corporation and other persons who, pursuant to the Act, to the articles or to the by-laws of the Corporation, are entitled or required to attend a meeting of the shareholders.  Any other person may be admitted to a meeting of the shareholders upon invitation of the chairman of the meeting or if a majority of the shareholders agrees thereto.

158.Quorum.  Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, the attendance, in person or by proxy, of a person holding or representing at least one (1) security issued by the Corporation and carrying the right to vote shall constitute a quorum at the meeting for the purpose of choosing a chairman of the meeting, as the case may be, and of pronouncing the adjournment of the meeting.  For any other purpose, 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.  Where the Corporation only has one (1) shareholder or where only one (1) holder of a class of securities entitled to vote attends the meeting, the attendance of this shareholder in person or represented by proxy shall constitute the quorum at the meeting for any purpose.

159.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.  The chairman of the meeting, with the consent of the shareholders

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attending the meeting in person or represented by proxy and entitled to vote, may adjourn any meeting of the shareholders to a specified place, date and time if he deems it appropriate.  Notice of the adjournment of a meeting to a date less than thirty (30) days later shall be given by an announcement made before the latter is adjourned. If a meeting of the shareholders is adjourned one (1) or more times for a total of thirty (30) days or more, notice of the adjournment of such meeting shall be given in the same manner as the notice of the original meeting.  In the event that a meeting is held according to the terms of the adjournment, it may validly consider any matter provided that a quorum is attained.  The persons who constituted the quorum at the original meeting shall not be required to constitute the quorum at the reconvening of the meeting.  If a quorum is not attained at the reconvening of the meeting, the meeting shall be deemed to have ended immediately after adjournment thereof.

160.Chairman 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 act 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 chairman or secretary of the meeting.  It shall not be necessary to appoint a chairman and a secretary in the event of an adjournment.

161.Procedure.  The chairman 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, subject to the Act, to the articles, to any unanimous shareholder agreement, to the by-laws of the Corporation and to the rules of procedure usually followed during deliberating assemblies.  He shall decide on any matter including, but without restricting the generality of the foregoing, issues relating to the validity of proxies.  His decisions shall be final and binding on the shareholders.

162.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 passed at these meetings. A copy of these resolutions shall be kept with 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.

163.Meeting by technical means.  Any person entitled to attend a meeting of shareholders may participate in the meeting, by means of a telephonic, 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 chairman and by the secretary of a meeting so

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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 telephonic, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other.

G.RIGHT OF SHAREHOLDERS TO VOTE

164.General rule.  Subject to the articles and to the by-laws of the Corporation, each shareholder shall be entitled to as many votes as he has securities which carry a right to vote at meetings of the shareholders.  This right shall belong to the shareholders whose names appear in the securities’ register on the record date, or, if no record date has been set, 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.

165.Joint shareholders.  Where two (2) or more persons hold securities jointly, one (1) of these persons attending a meeting of the shareholders or duly represented thereat, in the absence of the other or of the others, shall be entitled to vote with respect to these securities and, in such a case, shall be deemed to have been appointed manager by the other joint shareholder or shareholders.  However, if several of these persons attend the meeting in person or represented by proxy and vote, they shall vote together as one (1) shareholder with respect to the securities which they hold jointly.

166.Securities held by an administrator of the property of another or by a trustee.  Where a person, in his capacity as administrator of the property of another or trustee, holds securities for a shareholder, this person or his proxyholder shall be entitled to vote at any meeting of the shareholders with respect to the securities so held if such securities are voting securities.

167.Voting by a show of hands and casting vote.  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 chairman of the meeting prescribes another voting procedure.  Any person participating at a shareholders meeting by way of a telephonic, electronic or other communication facility, made available by the Corporation, that permits all participants to communicate adequately with each other and entitled to vote at said meeting, may vote by way of the telephonic, electronic or other communication facility, made available by the Corporation for this purpose.  Proxyholders may vote by a show of hands unless they have received contrary instructions.  The chairman of the meeting shall not be entitled to a second or casting vote in the event of a tie vote.  Unless a vote by ballot is requested, the statement by the chairman and by the secretary of the meeting to the effect that a resolution has been passed 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.

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168.Voting on behalf of a body corporate.  The Corporation shall permit any individual authorized by a resolution of the Board of Directors or of the governing body of a body corporate which is one (1) of the shareholders of the Corporation to represent the body corporate at meetings of the shareholders of the Corporation.  An individual so authorized may exercise, on behalf of the body corporate which he represents, all the powers which such person could exercise if it were an individual shareholder.

169.Ballot.  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.

170.Scrutineer.  The chairman of a meeting of the shareholders may appoint one (1) or more persons, whether or not they be officers or shareholders of the Corporation, to act as scrutineers at any meeting of the shareholders.  Failing such an appointment, the secretary of the meeting shall act as the scrutineer.

H.PROXIES

171.Proxies.  A shareholder entitled to vote at a meeting, by means of a proxy, may appoint a proxyholder as well as one (1) or more alternate proxyholders, who need not be shareholders, to attend the meeting and to act thereat within the limits set out in the proxy.  The instrument in writing appointing a proxyholder shall be signed by the shareholder or by his personal representative authorized in writing.  However, it shall not be necessary for the instrument in writing to be signed before witnesses.  If the shareholder is a body corporate, any director of the body corporate may appoint a proxyholder and sign his proxy.  A proxyholder may hold the proxies of several shareholders.  A proxy shall be valid only at the meeting in respect of which it was given as well as at any reconvening thereof in the event of an adjournment.  A proxy may be general in nature and may be in respect of the exercise of the sum of the rights attaching to the securities of the holder granting the proxy.

172.Form of proxy.  The instrument in writing appointing a proxyholder may read as follows:

The undersigned,                         , shareholder of                                     , hereby appoints                           , or, in his absence                       , as his mandatary or agent for the purpose of attending the meeting of the shareholders to be held at                          on the      day of                and any reconvening of this meeting, in the event of an adjournment, and for the purpose of acting on his behalf with the same authority as if the undersigned had attended in person the said meeting or its reconvening in the event of an adjournment.

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Dated this            day of               .

Signature of shareholder

173.Revocation.  The instrument appointing a proxyholder shall revoke any prior instrument appointing another proxyholder.  Such an instrument may be revoked by the filing, at the registered office of the Corporation, before the end of the last juridical or business day preceding the meeting, or its reconvening in the event of an adjournment, of an instrument in writing signed by the shareholder or by his mandatary or agent bearing a written authorization, by the filing thereof with the chairman of the meeting on the day of the meeting, or upon reconvening thereof in the event of an adjournment, or in any other manner permitted by law.

174.Filing of proxies.  The directors may pass a by-law designating a place, other than that where a meeting of shareholders, or a reconvening thereof in the event of an adjournment, is to be held, where proxies shall be filed before the holding of the meeting. Such by-law may provide that any proxy so filed may be included in the vote as if it had been tendered at the meeting, or at a reconvening thereof in the event of an adjournment, and the votes cast in accordance with this by-law shall be valid and counted.  Subject to the passage of such by-law, the chairman of any meeting of the shareholders, in his sole discretion, may decide to accept as valid a written communication sent by telegram, by cable, by telex or by any other means with respect to the authorization of any person who claims to represent, and to vote in the name of, a shareholder, notwithstanding the fact that no proxy granting such authority has been filed with the Corporation. Any vote cast following the acceptance of such communication shall be valid and counted.

175.Deadline for filing.  The directors, in the notice of the calling of a meeting of the shareholders, may specify a deadline for granting a proxy to a mandatary or to an agent, which, excluding any non-juridical days or holidays, may not precede by more than forty-eight (48) hours the date of opening of the meeting, or of a reconvening thereof in the event of an adjournment.

176.Soliciting proxies.  If the Corporation has fifty (50) or more shareholders, joint holders of one (1) security being counted as a single shareholder, when giving notice of the meeting to the shareholders, it shall send them a form of proxy in the prescribed form.  The proxies shall be solicited by way of a proxy circular sent in the prescribed form, and shall take the form of an appendix to, or of a separate document sent along with, the notice of the meeting, in case of solicitation by or on behalf of the management, or, in any other case, by any dissident who shall state therein the purpose of the solicitation.  A copy of this circular shall be sent to the Director along with a notice of the meeting.  A person who is appointed proxyholder after having solicited a proxy shall attend in person the meeting in question, or cause an alternate proxyholder to represent him at the meeting, and shall comply with the instructions of the shareholder who appointed him.  He shall have the same rights as the shareholder who appointed him in respect of his

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participation in the proceedings and of voting by way of ballot.  However, where the proxyholder has received contrary instructions from his mandator or principal, he may not take part in a vote by way of a show of hands.

I.AUDITOR OR ACCOUNTANT

177.Appointment of auditor.  Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 183 below, the shareholders, by way of an ordinary resolution, at the first annual meeting of the shareholders after its incorporation and at each subsequent annual meeting, shall appoint an auditor to serve until the close of the next annual meeting or the passing 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.  The directors, in the course of the organizational proceedings of the Corporation, may appoint an auditor to serve until the close of the first annual meeting of the shareholders or the passing of resolutions in its place.

178.Remuneration of auditor.  The shareholders shall fix the remuneration of the auditor or of the auditors unless this power has been delegated to the directors.

179.Independence of auditor.  The auditor shall be independent of the Corporation, of the affiliates, of the directors and of the officers of the latter.  A person shall be deemed not to be independent if he or his business partner is a business partner, a director, an officer or an employee of the Corporation, of an affiliate, of any of the directors, of the officers or of the employees of the latter, or if he beneficially owns or controls, directly or indirectly, a material interest in the securities of the Corporation, of one (1) of its affiliates, or has been a receiver, a receiver-manager, a liquidator or trustee in bankruptcy of the Corporation or of one (1) of its affiliates within the two (2) years immediately preceding his proposed appointment to the position of auditor.  The auditor shall resign as soon as he becomes aware that he no longer qualifies to serve as auditor unless a Court of law otherwise authorizes him to serve.

180.Removal of auditor.  The auditor may be removed at any time by the shareholders of the Corporation at a special meeting. However, the Corporation shall be liable for any prejudice caused to the auditor by his removal without a serious reason and at an inopportune moment.  A vacancy created by the removal of the auditor may be filled by the shareholders at the meeting at which or, by a resolution in which, it was decided to remove him or, if the vacancy is not so filled by the shareholders, by the directors.  Any other vacancy in the position of auditor shall be filled by the directors.  The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.

181.Opposition by auditor.  The auditor shall be entitled to give, in writing, to the Corporation reasons for his resignation or for his opposition to the actions or to the resolutions contemplated with respect to his removal or to his replacement at the end of his term.

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182.End of term of auditor.  The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 180 of the present by-laws, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an auditor in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the auditor 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.

183.Professional accountant.  If the shareholders of the Corporation decide not to appoint an auditor by way of a resolution passed unanimously by all the shareholders, 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.

184.End of term of professional accountant.  The term of the professional accountant shall end upon his death, his resignation, his removal by the directors, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as a professional accountant in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the professional accountant shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the professional accountant 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.

185.Audit Committee.  The directors may create an Audit Committee made up of not less than three (3) directors of the Corporation, a majority of whom shall be made up of persons who are neither officers nor employees of the Corporation or of bodies corporate which are shareholders of the Corporation and which control it.  If the Corporation issues securities by way of a distribution to the public, it shall create such an Audit Committee unless it has been dispensed of this duty by the Director.  Each member of the Audit Committee shall hold office until he is replaced by the directors or, as the case may be, until he ceases to be a director.  The directors may fill any vacancy on the Audit Committee.

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186.Duties of Audit Committee.  The Audit Committee shall review the financial statements of the Corporation before their approval according to the Act.  It shall also receive notification of any errors or misstatements contained in financial statements of the Corporation which have been the subject of a report by the auditor or by one (1) of his predecessors.  Any director or officer of the Corporation shall notify the Audit Committee forthwith of any errors or misstatements of which he becomes aware in financial statements which have been the subject of a report by the auditor or by one (1) of his predecessors.

187.Meetings of Audit Committee.  Meetings of the Audit Committee shall be subject, with all necessary changes, to the rules and to the procedures which govern the meetings of the Board of Directors.

PART IIICORPORATION WITH SOLE DIRECTOR OR SOLE SHAREHOLDER

§1.REPRESENTATION OF THE CORPORATION

188.Representative bodies.  The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders or the sole shareholder and its other representatives.  These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the articles, of a written declaration of the sole shareholder or of a unanimous shareholder agreement or of the present by-laws.  The Board of Directors may be designated by any other name in any document issued by the Corporation.

§2.SOLE DIRECTOR AND OFFICERS

A.SOLE DIRECTOR

189.Composition of the Board of Directors.  The Board of Directors shall be made up of one (1) sole director.

190.Mandatary or agent.  The sole director shall be considered to be a mandatary or an agent of the Corporation.  He shall have the powers and the duties set out in the Act, in its Regulations, in the articles, in a written declaration of the sole shareholder or in a unanimous shareholder agreement and in the present by-laws as well as those which are inherent in the nature of his office. In the course of discharging his duties, he shall respect the duties with which he is charged under the Act, the articles, a written declaration of the sole shareholder or a unanimous shareholder agreement and the present by-laws and he shall act within the limits of the powers granted to him.

191.Qualifications.  Subject to the articles, to a written declaration of the sole shareholder or to a unanimous agreement, a person need not be a shareholder in order to be a director of the Corporation.  Any natural person may be a director except for a person who is under eighteen (18) years of age, a person who is of unsound mind and has been so found by a

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Court of law in Canada or elsewhere, a person who has the status of bankrupt or a person who has been barred by a Court of law from holding such an office.

192.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 the actions, from the acts, from the deeds and even from the silence of the sole director.

193.Term of office.  Unless otherwise decided by the sole shareholder or by the shareholders, 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, unless the term of office of the sole director ends prematurely.  Subject to the Act and to the articles, the sole director may resign from office and be replaced by another director in the same resolution.  Such resignation, however, shall not relieve the sole director of the obligation of paying any debt owing to the Corporation before his resignation became effective.  The sole director 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.  However, the sole director shall be entitled to the remuneration which he has earned until the date of his resignation.

194.Powers.  The sole director shall supervise the management and carry on the business and the affairs of the Corporation and he may execute, in the name of the latter, contracts of any kind which are allowed by law.  Generally speaking, he shall exercise all the powers and duties of the Corporation and perform all the actions, the acts or the deeds within the limits of the powers of the latter, except those which the Act, a written declaration of the sole shareholder or a unanimous shareholder agreement expressly reserve for the sole shareholder or for the shareholders.  In particular, the sole director shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property or personal or real property, presently held or after-acquired, of the Corporation.  He may perform any other action, act or deed which is useful or necessary in the interests of the Corporation.  Finally, the sole director may pass resolutions with respect to the reserved powers and a copy of these resolutions shall be kept in the Corporate Records Book.

195.Duties.  The sole director of the Corporation, in exercising his powers and carrying out his duties, shall exercise the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on financial statements of the corporation represented to him by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or a report of a person whose profession lends credibility to a statement made by the professional person.

196.Inter vivos gifts.  The sole director may make gifts inter vivos of the assets of the Corporation, even for a substantial value, without having to obtain the consent of the sole shareholder or of the shareholders, provided that such gifts shall be made in the best interests of the Corporation.

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197.Remuneration and expenses.  The sole director may fix his own remuneration without having to pass a resolution to this end.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to him in another capacity.  The sole 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.

198.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 shall disclose the nature and the extent of his interest at the time and in the manner provided for by the Act.

199.By-laws.  Unless otherwise provided in the articles, in the by-laws of the Corporation, in a written declaration of the sole shareholder or in a unanimous shareholder agreement, the sole director, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Corporation.  By-laws passed, amended or repealed by the sole director according to the above shall be submitted to the sole shareholder or to the shareholders at the following meeting.  By-laws passed, amended or repealed by the sole director shall take effect on the date of their passage, of their amendment or of their repeal by the sole director.  After confirmation or amendment by the sole shareholder or 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 sole shareholder or by the shareholders or, in the event of failure by the sole director to submit them to the sole shareholder or to the shareholders at the meeting following their passage.  Furthermore, in the event of a rejection by the sole shareholder or by the shareholders of a by-law or of a failure by the sole director to submit this by-law to the sole shareholder or to the meeting of the shareholders, any subsequent resolution by the sole director to the same general effect cannot come into force until after confirmation by the sole shareholder or by the shareholders.

200.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, of his removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The term of office of the sole director shall also end in the event of the bankruptcy of the Corporation.

B.OFFICERS AND REPRESENTATIVES

201.Mandataries or agents.  The officers and the representatives shall be considered to be mandataries or agents of the Corporation.  They shall have the powers and the duties set out in the Act, in its Regulations, in the articles and in the present by-laws as well as those which are inherent in the nature of their office.  In the course of discharging their duties, they shall respect the duties with which they are charged under the Act, its Regulations, the articles and the present by-laws and they shall act within the limits of the powers granted to them.

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202.Appointment and cumulative duties.  The sole director shall hold the offices of President and of Secretary of the Corporation.  He may also create any other office and appoint thereto qualified persons, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which he determines.  The officers or the representatives may delegate the powers which they have received from the sole director as well as those which are inherent in their office.  However, they shall select their substitutes carefully and provide them with appropriate instructions.

203.Term of office.  The term of office of the officers and of the representatives 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 unless their term of office ends prematurely in accordance with paragraphs 212 to 214 of the present by-laws.

204.Remuneration.  The sole director shall fix the remuneration of the officers or of the representatives of the Corporation without having to pass a resolution to this end.  Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer or to the representative in another capacity by the Corporation.  The fact that any officer, representative or employee shall also be the sole director or the sole shareholder or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.

205.Powers.  Subject to the articles, to the by-laws, to a written declaration of the sole shareholder or to a unanimous shareholder agreement, the sole director shall determine the powers of the officers and of the representatives of the Corporation.  The sole director may delegate to them all his powers except the reserved powers or those which require the approval of the sole shareholder or of the shareholders.  The officers and the representatives shall have the powers inherent in the Act or which normally relate to their office.  Furthermore, they may exercise these powers either within or outside the Province of Quebec.

206.Duties.  The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation.  They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Corporation.  They shall be held liable to the Corporation for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which had been agreed upon. In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.

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207.Posting of security bond.  The sole director or any person designated by him may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the sole director may determine, in order to guarantee the proper performance of their powers and discharge of their duties.

208.Conflict of interest.  Any officer or representative 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.  The rules governing conflicts of interest of the sole director shall apply, with all necessary changes, to the officers and to the representatives.

209.Signing of documents.  Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the sole director in his capacity as President and Secretary of the Corporation and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality.  The sole director 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.  Subject to the Act, the sole director may permit the contracts, documents or instruments in writing which are issued by the Corporation to bear mechanically-reproduced signatures.

210.Legal or other proceedings.  The sole director in his capacity as President of the Corporation or any other person authorized by the sole director 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 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.

211.Prima facie evidence of by-law.  A copy of a by-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President and Secretary of the Corporation shall be admissible as against the sole shareholder or against any shareholder of the Corporation as being, in itself, prima facie evidence of the by-law.

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212.Resignation.  Any officer or representative may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail.  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 or of a representative 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 or the representative of the obligation of paying any debt owing by him to the Corporation before his resignation became effective.  The officer or the representative 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.

213.Removal from office.  The sole director may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person.  Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation.  However, the Corporation shall be liable for any prejudice caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.

214.End of term of office.  The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.

C.BANKING OR FINANCIAL AFFAIRS

215.Banking or financial affairs.  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.  The sole director shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.

216.Financial year.  The date of the end of the financial year of the Corporation shall be determined by the sole director.

217.Auditor.  Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 221 below, the sole shareholder or the shareholders, by way of an ordinary resolution, at the time of the signing of the resolution in lieu of the first annual meeting of the shareholders or at the first annual meeting of the shareholders and at the time of the signing of the resolution in lieu of each subsequent annual meeting or at each subsequent annual meeting, shall appoint an auditor or decide not to appoint one.  If the sole shareholder or the shareholders appoint an auditor, the latter shall serve until the signing of the resolution in lieu of the next annual meeting or until the close of the next annual meeting.  Failing the appointment of an auditor at the time of the signing of the resolution in lieu of an annual meeting or at an annual meeting,

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the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement.  The sole shareholder or the shareholders may also appoint more than one auditor.  The sole shareholder or the shareholders shall fix the remuneration of the auditor or of the auditors unless this power has been delegated to the sole director.  The sole director, in the course of the organizational proceedings of the Corporation, may appoint an auditor to serve until the signing of the resolution in lieu of the first annual meeting of the shareholders or until the close of the first annual meeting of the shareholders.

218.Removal of auditor.  The auditor may be removed at any time by the sole shareholder or by the shareholders of the Corporation by way of a resolution or at a special meeting.  However, the Corporation shall be liable for any prejudice caused to the auditor by his removal without a serious reason and at an inopportune moment.  A vacancy created by the removal of the auditor may be filled by the sole shareholder or by the shareholders in the resolution in which, or at the meeting at which, it was decided to remove him; or if the vacancy is not so filled by the sole shareholder or by the shareholders, by the sole director.  Any other vacancy in the position of auditor shall be filled by the sole director.  The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.

219.Opposition by auditor.  The auditor shall be entitled to give to the Corporation reasons in writing for his resignation or for his opposition to the actions or to the resolutions contemplated with respect to his removal or to his replacement at the end of his term.

220.End of term of auditor.  The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 218 of the present by-laws, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an auditor in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the auditor 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.

221.Professional accountant.  If the sole shareholder or the shareholders decide not to appoint an auditor by way of a resolution passed by the sole shareholder or unanimously by all the shareholders, including those not otherwise entitled to vote, the sole director may appoint a professional accountant to prepare the financial statements of the Corporation and to discharge such other duties as the sole director may determine.  The sole director shall also fix the remuneration of the professional accountant without having to pass a resolution to this end and he shall fill any vacancy which may occur in the position of the professional accountant.

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222.End of term of professional accountant.  The term of the professional accountant shall end upon his death, his resignation, his removal by the sole director, upon expiry of his term, if he is of unsound mind and is so found by a Court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as a professional accountant in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.  The resignation of the professional accountant shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein.  However, the professional accountant 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.

§3.SOLE SHAREHOLDER

A.SECURITIES AND DIVIDENDS

223.Allotment and issue of securities.  Unless otherwise provided in the Act, in the articles, in the by-laws or in a written declaration of the sole shareholder, the sole director or the directors shall have absolute power over the share capital of the Corporation and, in particular, by way of resolution, they may accept subscriptions for securities, allot or issue securities of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no security of the Corporation may be issued before having been fully paid-up either in specie or in property or in services rendered the fair value of which may not be less than the amount of money which the Corporation could have received if the securities had been fully paid-up in specie or they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the written declaration of the sole shareholder.

224.Security certificates.  The sole shareholder, in his discretion, shall be entitled either to a security certificate representing the securities which he holds in the Corporation or to an irrevocable acknowledgement in writing of his right to obtain a security certificate of the Corporation detailing the number, the class and the series of securities which he holds as indicated in the securities’ register.  The sole director or the directors shall determine the form and, unless otherwise provided in the Act, the contents of the certificates representing the securities of the Corporation.  These certificates shall bear the signature of the sole director or of the directors.

225.Dividends.  Subject to the Act and unless otherwise provided in a written declaration of the sole shareholder and 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 of its liabilities and of its stated capital, the sole director or the directors may declare and pay dividends to the sole shareholder according to his rights and to his interests in the Corporation.  The sole director or the directors shall not be compelled to make any distribution of the profits of the Corporation; thus they may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in

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order to keep them as a reserve fund of any kind.  Such dividends may be paid in specie, in property or by the issue of fully paid-up securities of the Corporation.

B.RESOLUTIONS OF THE SOLE SHAREHOLDER

226.Powers.  The sole shareholder shall exercise by himself all the powers which the Act expressly reserves for the shareholders by passing resolutions of the sole shareholder.  A copy of these resolutions shall be kept in the Corporate Records Book.

227.Annual and other resolutions.  The sole shareholder of the Corporation shall pass annual resolutions of the sole Shareholder in which he shall approve the financial statements of the Corporation, and, as the case may be, the report of the auditor, appoint an auditor or decide not to appoint one, re-elect the sole director or elect directors, fix, or authorize the sole director or the directors to fix, their remuneration, and settle any other matter which shall be in his power to decide.  The sole shareholder at any time may also pass any other resolution of the sole shareholder with respect to any other matter which he may legally consider.

By-law Number 1 passed this August 5, 2004.

President and/or Secretary

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BY-LAW NUMBER 2

being the

GENERAL BORROWING BY-LAW OF

The following general borrowing by-law of the Corporation, also referred to as By-law Number 2, which authorizes the sole director or the directors to borrow money upon the credit of the Corporation, has been passed by a resolution of the sole director or of the directors and confirmed by a resolution of the sole shareholder or of the shareholders, in accordance with the Canada Business Corporations Act.

1.In addition to the powers conferred on the sole director or on the directors by the articles and without restricting the generality of the powers conferred on the sole director or on the directors by section 189 of the Canada Business Corporations Act, the sole director or the directors, if they see fit, and without having to obtain the authorization of the sole shareholder or 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 exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.The sole director or 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 sole director or by the directors or by the officers of the Corporation independent of a borrowing by-law.

By-law Number 2, passed this August 5, 2004.

President and/or Secretary

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BY-LAW NUMBER 3

being the

BANKING BY-LAW OF

The following banking by-law, also referred to as By-law Number 3, has been passed by a resolution of the sole director or of the directors and confirmed by a resolution of the sole shareholder or of the shareholders, in accordance with the Canada Business Corporations Act.

1.The sole director or 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.

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.The sole director or the directors may grant a hypothec or a mortgage, even a floating hypothec or mortgage, on all of the property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation to secure the repayment of the loans contracted by the Corporation with the bank or with the financial institution or the performance of any other obligation assumed by the Corporation with respect to the bank or the financial institution; and any hypothec or mortgage so granted and signed by the officer or by the officers authorized to sign negotiable instruments on behalf of the Corporation shall be binding on the Corporation.

4.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.

5.The present by-law shall remain in force until another by-law repealing it has been confirmed by the sole shareholder or by the shareholders and until a copy thereof has been delivered to the said bank or financial institution.

By-law Number 3, passed this August 5, 2004.

President and/or Secretary

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EX-3.69

Exhibit 3.69

Québec  

CERTIFICATE OF AMENDMENT

Companies Act, Part IA

(R.S.Q., c. C-38)

I hereby attest that the company

RABOTAGE LEMAY INC.

has amended its articles under Part 1A of the Companies Act on April 12, 2005, as indicated in the articles of amendment attached hereto.

Filed with the register on April 13, 2005 under reference number 1140387896

Registraire
des entreprises

Québec   

(Signed)

The interim “Registraire des entreprises”

Registraire
des entreprises

Québec   
Articles of Amendment            Companies Act (R.S.Q., c. C-38, Part IA)

1Name   - Enter the new name of the company, if changed, and enter the previous name in section 5.

or- Enter the current name, if you are keeping it, and write N.A. in section 5.

Québec enterprise number

NEQ

1

1

4

0

3

8

7

8

9

6

RABOTAGE LEMAY INC.

Mark an X in this box if you are applying for a designating number (numbered company) rather than a name  o

2The Articles of the company are amended as follows:

The articles of the Company are hereby amended as set forth in Schedule A attached hereto and incorporated herein by reference as if herein set forth at length.

3Effective date (if later than that on which the articles of amendment are filed) for applications not covered in section 4.

Year

Month

Day

4Amendment of articles under sections 123.140 and following of the Companies Act

Mark an X if the application for amendment is presented to correct an illegal or irregular element, or to include a provision
required under the Companies Act.

• where the correction or insertion does not affect the rights of the shareholders or creditors (sec. 123.40);                                          o

• where the correction or insertion may affect the rights of the shareholders or creditors – append copy of judgment (sec. 123.41).    o

Effective date (the amendment will be retroactive to the date of the certificate accompanying the articles being amended, unless these articles or the judgment provides for a later date):

Year

Month

Day

5Name prior to the amendment (if different than the one mentioned in section 1)

Do not write in this space
	(Signed) Miranda Melfi
	Signature of Authorized Director
	If the space provided is not sufficient, include an appendix, in two copies, identifying the corresponding section. If necessary, number the pages.

SIGN THE TWO COPIES ODF THIS FORM AND REMIT THEM WITH YOUR PAYMENT.

DO NOT FAX.

RABOTAGE LEMAY INC.

SCHEDULE A

The provisions pertaining to the description of the share capital of the Company as set out in the Articles of Amalgamation dated January 17, 2005, are hereby replaced by the share capital described in Schedule 1 attached hereto, creating an unlimited number of Class A shares, Class B shares and Class C shares, which rights, privileges, conditions and restrictions are further defined in said Schedule 1 of the Articles of Amendment to form an integral part thereof, and such amendment to be effective at the date shown on the Certificate of Amendment of the Company.

All the issued and outstanding shares of the share capital of the Company, as constituted before the filing of these Articles of Amendment, are hereby converted in the manner indicated in Schedule 2 hereto, which Schedule 2 forms an integral part of these Articles of Amendment.

RABOTAGE LEMAY INC.

SCHEDULE 1

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Class A, B and C shares, all without par value.

1.CLASS A SHARES

Subject to the rights, privileges, conditions and restrictions attached to the other classes of shares, the Class A shares shall carry the following rights and restrictions:

1.1Voting right.  Holders of Class A shares shall have the right to receive notice of any meeting of shareholders of the Company, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A share held.

1.2Dividend.  Holders of Class A shares shall have the right to receive any dividend declared by the Company.

1.3Remaining property.  Upon the winding-up of the Company, holders of Class A shares shall have the right to share the remaining property of the Company.

1.4Restriction.  Notwithstanding subsection 1.2 hereinabove, no dividend or purchase price may be paid on the Class A shares if payment thereof would cause the realizable value of the net assets of the Company to be insufficient to proceed with the redemption and payment of the outstanding Class C shares.

2.CLASS B SHARES

The Class B shares shall carry the following rights, privileges, conditions and restrictions:

2.1Voting right.  Except where the right to vote is conferred specifically thereon by the Companies Act and subject to subsection 2.8, the Class B shares shall not confer upon their holders the right to vote at meetings of shareholders, to be convened to or to attend such meetings.

2.2Dividend.  Holders of Class B shares shall have the right to receive, for each fiscal year of the Company and to the extent that the directors so declare, a non-cumulative preferential dividend in a maximum annual amount equal to eight percent (8%) of the amount credited to the issued and paid-up share capital account for such shares on the date of declaration of the dividend; such dividend being non-cumulative, if, for a given fiscal year, the directors do not declare it or declare only a part thereof, the right of holders of Class B shares to the undeclared

portion of such dividend for such fiscal year shall be forever extinguished; such dividend shall rank after the dividend payable on the Class C shares; such dividend being preferred, no dividend may be declared, paid or be set aside for payment on the Class A shares, at any time whatsoever during any fiscal year of the Company, unless during such same fiscal year, the full amount of the dividend prescribed on the Class B shares has been declared and paid in full or set aside for payment on all of the Class B shares then outstanding.

2.3Unilateral redemption.  Subject to the provisions of the Companies Act and subsection 2.5, the Company shall have the right, by resolution of the board of directors, to redeem, at all times, unilaterally, all or part of the Class B shares then outstanding, the whole in accordance with the following terms and conditions:

2.3.1.the Company shall give a written notice of redemption to each registered holder of Class B shares or send such notice by mail to the last known address of the holder; such notice shall inform the holder of the redemption and shall specify the date on which such redemption shall take effect (the “Redemption Date”), such date being required to be no less than 10 days subsequent to the date on which the Company delivered or sent the notices of redemption; any holder may waive the sending of a notice of redemption;

2.3.2on the Redemption Date, the Class B shares redeemed shall be cancelled automatically and their holders shall have the right, upon delivery of the duly endorsed certificates representing such shares, to the payment of their “Redemption Value” as defined hereinbelow, as well as the payment of any dividend then declared and unpaid thereon.  If a part only of the Class B shares represented by such certificates is redeemed, a new certificate shall be issued for the remaining shares;

2.3.3in respect of holders of redeemed Class B shares who fail to deliver for cancellation the certificates representing such shares, the Company may deposit an amount corresponding to their “Redemption Value” with the Minister of Finance of the Province of Québec, in accordance with the provisions of the Deposit Act, R.S.Q., c. D-5, or at any other location designated in the notice of redemption, for such holders.  The rights of such holders shall be limited to receiving the amount so deposited to their credit upon delivery of the certificates representing the redeemed shares, and, as the case may be, to having new certificates issued by the Company for their remaining Class B shares;

2.3.4if the redemption is partial, it shall be carried out rateably to the number of Class B shares outstanding, without taking into account fractional shares, or in any other manner proposed by the Company and accepted unanimously by the holders of such shares.

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2.4Redemption Value.  The Redemption Value of each Class B share shall correspond to the amount credited to the issued and paid-up share capital account in respect of such class of shares, divided by the number of such shares outstanding.

2.5Restriction.  Notwithstanding the foregoing, no dividend or purchase or redemption price shall be paid on the Class B shares, and no unilateral redemption of Class B shares may be effected which would cause the realizable value of the net assets of the Company to be insufficient to proceed with the redemption and payment of the Class C shares outstanding.

2.6Reimbursement.  In the event of the winding-up of the Company, holders of Class B shares shall rank after holders of Class C shares and shall receive, prior to holders of Class A shares, an amount equal to the “Redemption Value” of their Class B shares, as defined hereinabove, plus the declared and unpaid dividends on such shares.

2.7Additional participation.  Holders of Class B shares shall not participate further in the property or profits of the Company.

2.8Veto right.  The Class B shares shall not be convertible, no share having the same rank as or a higher rank than the Class B shares may be created and the provisions relating to the Class B shares or relating to other classes of shares may not be amended in such a manner as to confer on such shares rights or privileges that are equal to or greater than those attached to the Class B shares, unless such conversion, creation or amendment has been approved by written resolution signed by all holders of Class B shares or by the vote of not less than 3/4 of the Class B shares represented by their holders present or represented at a special meeting of such holders convened for such purpose.

3.CLASS C SHARES

The Class C shares shall carry the following rights, privileges, conditions and restrictions:

3.1Voting right.  Except where the Companies Act specifically confers the right to vote and subject to subsection 3.9, the Class C shares shall not confer upon their holders the right to vote at meetings of shareholders, to be convened to or to attend such meetings.

3.2Dividend.  Holders of Class C shares shall have the right to receive, for each fiscal year of the Company and to the extent that the directors so declare, a variable preferential non-cumulative dividend of a minimum annual amount equal to two percent (2%) up to a maximum annual amount equal to twenty-five percent (25%) of the amount credited to the issued and paid-up share capital account for such shares, on the date of declaration of the dividend; such dividend being non-cumulative, if, for a given fiscal year, the directors do not declare it or declare only a part thereof, the right of holders of Class C shares to the undeclared portion

3

of such dividend for such month shall be forever extinguished; such dividend being preferred, no dividend may be declared, paid or set aside for payment on the Class A and B shares, at any time whatsoever during any fiscal year, unless during such same fiscal year, the full amount of the dividend prescribed on the Class C shares has been declared and paid in full or set aside for payment on all of the Class C shares then outstanding.

3.3Unilateral redemption.  Subject to the provisions of the Companies Act, the Company shall have the right, by resolution of the board of directors, to redeem, at all times, unilaterally, all or part of the Class C shares then outstanding, the whole in accordance with the following terms and conditions:

3.3.1. the Company shall give a written notice of redemption to each registered holder of Class C shares or send such notice by mail to the last known address of the holder; such notice shall inform the holder of the redemption and shall specify the date on which such redemption shall take effect (the “Redemption Date”), such date being required to be no less than 30 days subsequent to the date on which the Company delivered or sent the notices of redemption; any holder may waive the sending of a notice of redemption;

3.3.2on the Redemption Date, the Class C shares redeemed shall be cancelled automatically and their holders shall have the right, upon delivery of the duly endorsed certificates representing such shares, to the payment of their “Redemption Value” as defined hereinbelow, as well as the payment of any dividend then declared and unpaid thereon.  If a part only of the Class C shares represented by such certificates is redeemed, a new certificate shall be issued for the remaining shares;

3.3.3in respect of holders of redeemed Class C shares who fail to deliver for cancellation the certificates representing such shares, the Company may deposit an amount corresponding to their “Redemption Value” with the Minister of Finance of the Province of Québec, in accordance with the provisions of the Deposit Act, R.S.Q., c. D-5, or at any other location designated in the notice of redemption, for such holders.  The rights of such holders shall be limited to receiving the amount so deposited to their credit upon delivery of the certificates representing the redeemed shares, and, as the case may be, to having new certificates issued by the Company for their remaining Class C shares;

3.3.4if the redemption is partial, it shall be carried out rateably to the number of Class C shares outstanding, without taking into account fractional shares, or in any other manner proposed by the Company and accepted unanimously by the holders of such shares;

3.3.5the “Redemption Value” of each Class C share shall correspond to the amount credited to the issued and paid-up share capital account in respect

4

of such class of shares divided by the number of such shares then outstanding.

3.4Reimbursement.  In the event of the winding-up of the Company, holders of Class C shares shall receive, prior to holders of Class A and Class B shares, an amount equal to the “Redemption Value” of their Class C shares, as defined hereinabove, plus the dividends declared and unpaid on such shares.

3.5Additional participation.  Holders of Class C shares shall not participate further in the property or profits of the Company.

3.6Right to purchase shares by mutual consent.  The Company may purchase by mutual consent and at the best possible price, which price shall not exceed the “Redemption Value”, as defined hereinabove, nor exceed the realizable value of the net assets of the Company, all or part of the issued and outstanding Class C shares at any time, if it deems it advisable to do so, without notice and without regard to the other classes of shares.

The Class C shares purchased by mutual consent shall automatically be cancelled on the date of their purchase and the Company shall reduce the issued and paid-up capital account of such shares accordingly, pursuant to the Companies Act.

3.7Veto right.  The Class C shares may not be converted, no share having the same rank or a higher rank than the Class C shares may be created and the provisions pertaining to the Class C shares or those pertaining to shares of other classes may not be modified so as to confer on such shares rights or privileges that are equal to higher than those attached to the Class C shares, unless such conversion, creation or modification has been approved by written resolution signed by all of the holders of Class C shares or by the vote of at least 3/4 of the Class C shares represented by their holders present or represented at a special meeting of such holders convened for such purpose.

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RABOTAGE LEMAY INC.

SCHEDULE 2

All issued and outstanding shares of the share capital of the Company, as constituted before the filing of these Articles of Amendment, are hereby converted into shares of the new authorized share capital of the Company as changed and reorganized pursuant to these Articles of Amendment, as follows:

1.each Class OA shares in the share capital of the Company is hereby converted into one (1) Class A share of the share capital of the Company;

2.each Class G shares in the share capital of the Company is hereby converted into one (1) Class C share of the share capital of the Company;

The unissued Class OA, OB, OC, B, C, D, E, F, G, H, I, J, K and L shares in the share capital of the Company, as constituted before the filing of the present Articles of Amendment, are cancelled.

The issued and paid-up capital accounts maintained for each class of shares existing before the filing of these Articles of Amendment are hereby adjusted as follows:

1.the amounts added to the issued and paid-up capital account pertaining to the Class OA shares existing before the filing of the present Articles of Amendment shall be reattributed and credited to the issued and paid-up capital account of the new Class A shares of the share capital of the Company created following the filing the these Articles of Amendment;

2.the amounts added to the issued and paid-up capital account pertaining to the Class G shares existing before the filing of the present Articles of Amendment shall be reattributed and credited to the issued and paid-up capital account of the new Class C shares of the share capital of the Company created following the filing the these Articles of Amendment.

EX-3.70

Exhibit 3.70

TRANSLATION

RABOTAGE LEMAY INC.

(Name of the Company)

CODE OF GENERAL BY-LAWS

enacted in accordance with the provisions of

Part IA of the Companies Act (Quebec)

Adopted on April 12, 2005

CODE OF GENERAL BY-LAWS

OF THE COMPANY

enacted in accordance with the provisions of

Part IA of the Companies Act (Quebec)

INDEX

DEFINITIONS
SITUATION OF HEAD OFFICE AND OFFICES
1.	Head Office
2.	Offices
SHAREHOLDERS
3.	Annual Meeting
4.	Special Meetings
5.	Special General Meeting Called on Demand of Shareholders
6.	Notice of Meetings
7.	Waiver of Notice
8.	Chairman
9.	Quorum
10.	Proxy
11.	Voting Right
12.	Decisions Taken by the Majority
13.	Casting Vote
14.	Vote by a Show of Hands
15.	Voice Vote
16.	Secret Ballot
17.	Procedure at Meetings
18.	Scrutineers
19.	Addresses of Shareholders and Subsequent Transferees
20.	Signed Resolutions

21.	Participation by Telephone
BOARD OF DIRECTORS
22.	Number
23.	Eligibility
24.	Election and term of office
25.	Resignation
26.	Removal
27.	Vacancy
28.	Filling of Vacancies
29.	Remuneration
30.	General Powers of Directors
31.	Irregularity
32.	Borrowing
33.	Use of Property or Information
34.	Conflicts of Interest
35.	Contracts with the Company
MEETINGS OF THE BOARD OF DIRECTORS
36.	Calling of Meetings
37.	Participation by Telephone
38.	Quorum
39.	Meeting Chairman and Secretary
40.	Procedure
41.	Voting
42.	Signed Resolution
OFFICERS
43.	Officers
44.	Chairman of the Board
45.	President
46.	Vice-President
47.	General Manager
48.	Comptroller
49.	Secretary
50.	Treasurer

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51.	Removal, Discharge and Resignation
52.	Vacancy
53.	Remuneration
EXECUTIVE COMMITTEE
54.	Election
55.	Officers, Quorum and Procedure
56.	Chairmanship
57.	Secretary
58.	Powers
59.	Supervisory Power of the Board of Directors
60.	Participation by Telephone and Signed Resolutions
61.	Meetings
62.	Remuneration
63.	Removal and Filling of Vacancies
INDEMNIFICATION AND EXONERATION
64.	Indemnification and Reimbursement of Expenses
65.	Defence – Prosecution by Third Party
66.	Expenses – Criminal Proceedings
67.	Prosecution by the Company
68.	Director of Another Company
69.	Liability Insurance
70.	Reimbursement of Expenses
CAPITAL STOCK
71.	Issue and Stock Options
72.	Calls
73.	Share Certificates and Share Transfers
74.	Transfer of Shares
75.	Record Date and Closing of Books
76.	Transfer Agents and Registrars
77.	Lost or Destroyed Certificates
DIVIDENDS
78.	Dividends

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FISCAL YEAR AND AUDIT
79.	Fiscal Year
80.	Audit
COMPANY REPRESENTATION FOR CERTAIN PURPOSES
81.	Declaration
82.	Representation at Meetings
83.	Signature of Documents
84.	Declarations in the Register
MISCELLANEOUS PROVISIONS
85.	Conflict with the Articles
86.	Amendments

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CODE OF GENERAL BY-LAWS

OF THE COMPANY

enacted in accordance with the provisions of Part IA

of the Companies Act (Quebec)

DEFINITIONS

For the purposes of these By-laws, unless otherwise provided:

“Unanimous Agreement of the Shareholders” means an agreement described in section 123.91 of the Act entered into among all the shareholders of the Company;

“Act” means the Companies Act, R.S.Q. c. C-38, as well as any amendment that may be made thereto and any law that may be substituted therefor;

“Articles” means the articles of incorporation, continuance or amalgamation of the Company, as amended, as the case may be;

“Auditor” means the auditor of the Company and includes an auditing firm.

SITUATION OF HEAD OFFICE AND OFFICES

1.Head Office.  The head office of the Company is situated in the judicial district in the province of Quebec entered in the Articles at such address as the Board of Directors may determine.

2.Offices.  The Company may, in addition to its head office, establish and maintain any other offices and agencies elsewhere within or outside Quebec.

SHAREHOLDERS

3.Annual Meeting.  The annual meeting of the shareholders of the Company shall be held on such date and at such time as may be fixed by the Board of Directors, to receive and consider the financial statements with the report of the Auditor, to elect directors, to appoint an Auditor and to fix or to authorize the Board of Directors to fix his remuneration, and to consider, deal with and dispose of such other business as may lawfully come before the meeting.

The annual meeting of the shareholders shall be held at the head office of the Company or at any other place in the province of Quebec which may be determined by the Board of Directors.  However, an annual meeting of the shareholders may be held outside Quebec, in such place as may be determined by the Board of Directors, if the Articles so provide or, failing any such provision in the Articles, if all shareholders entitled to attend such meeting so consent.

Any annual meeting may also constitute a special meeting to consider, deal with and dispose of any business to be considered, dealt with and disposed of at any special meeting.

4.Special Meetings.  Special meetings or special general meetings of the shareholders may be called at any time as determined by the President or the Board of Directors.

Special meetings or special general meetings of the shareholders shall be held at the head office of the Company or at such other place, within or outside Quebec, as may be determined by the Board of Directors.  However, if directors are to be elected at a special general meeting of the shareholders, such meeting may be held outside Quebec provided that the Articles of the Company so permit or, failing such provisions, that all shareholders entitled to vote thereat so consent.

5.Special General Meeting Called on Demand of Shareholders.  It shall be incumbent upon the directors to call a special general meeting of the shareholders whenever required in writing to do so by the shareholders holding no less than one-tenth (1/10) of the issued shares of the Company of the class or classes that, at the date of the deposit of the requisition, carry the right to vote at the meeting so requested.  The requisition shall indicate the general nature of the business to be transacted at the meeting, which business shall lie within the competence of the general meeting of the shareholders.  If the meeting is not called and held within twenty-one (21) days from the date upon which the requisition for the meeting was deposited at the head office of the Company to the attention of the Secretary, all shareholders, whether or not they signed the requisition, holding not less than one-tenth (1/10) of the issued shares of the Company carrying the right to vote at the meeting requested may themselves convene such special general meeting.

6.Notice of Meetings.  Notice of each annual, special or special general meeting of the shareholders shall be delivered to the shareholders entitled thereto or, at the discretion of the person charged with giving such notice, mailed by ordinary mail or transmitted by facsimile or electronic mail, the whole to the respective addresses, facsimile numbers or electronic-mail addresses of the recipients recorded in the registers of the Company, at least ten (10) days prior to the date fixed for the meeting.  If the address of any shareholder does not appear in the books of the Company, then such notice may be sent to such address as the person sending the notice may consider to be the most likely address at which the notice will reach such shareholder promptly.  Irregularities in the notice or in the giving thereof, including the accidental omission to give notice or the non-receipt of a notice by any of the shareholders, shall not invalidate any proceedings at any such meeting.

A meeting notice shall specify the date, time and place of the meeting.  The notice of any annual meeting may, but need not, specify the purposes of the meeting.  However, the notice of a special general meeting shall specify in general terms any by-laws and the repeal, amendment or re-enactment of any motion to ratify the adoption, repeal, amendment, or re-enactment of a by-law and any business to be transacted thereat.  The notice of any special or special general meeting shall specify in general terms any business to be considered, dealt with and disposed of at such meeting.

No notice of any adjourned meeting need be given.

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The signature on any notice of any meeting may be written, stamped, typewritten, printed or otherwise mechanically reproduced thereon.

A certificate of the Secretary or of any other duly authorized officer of the Company in office at the time of the making of the certificate or of any officer, transfer agent or registrar of transfers of shares of the Company shall be conclusive evidence thereof and may be set up against any shareholder as regards the sending or delivery of a notice of meeting.

7.Waiver of Notice.  A shareholder may waive the notice of a meeting of the shareholders prior to, during or after the holding of such meeting.  His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

8.Chairman.  The President of the Company, or such other person as may from time to time be appointed for the purpose by the Board of Directors, shall preside at meetings of shareholders.

9.Quorum.  One (1) or more persons present in person or represented in accordance with section 10 below and holding not less than fifty percent (50%) plus one of the aggregate number of votes attached to all the voting shares for such meeting shall constitute a quorum at an annual, special or special general meeting of the shareholders, regardless of the actual number of persons physically present.

Should a quorum exist at the commencement of a meeting, the shareholders present or represented may proceed with the business for which it was originally called whether or not the quorum is maintained for the duration of the meeting.

Should no quorum exist at the commencement of a meeting, the shareholders present or represented may, by a majority vote to that effect, adjourn the meeting to another date and place, though they may not proceed with any business.

Should a quorum exist at a meeting so adjourned, said meeting may proceed, failing which, a new meeting shall be convened.

10.Proxy.  Shareholders shall be entitled to vote in person or, if a company, by a representative duly authorized by resolution of the directors or other governing body of such company.  Shareholders shall also be entitled to vote by proxy.

A proxy need not be a shareholder of the Company and may serve as proxy for several shareholders.

The instrument appointing a proxy may be in the following form or in any other appropriate form:

“I/We, the undersigned, being a shareholder of                      hereby nominate, constitute and appoint                      or failing him,                     , my/our attorney, representative and/or proxy with full power and authority to attend, vote and otherwise act for me/us

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in my/our name and on my/our behalf at the annual (or special) general meeting of shareholders of the Company, to be held at                      on the            day of                     , and at any and all adjournments thereof, with full power of substitution, and I/we, the undersigned, hereby revoke all other instruments of proxy given by me/us, the undersigned, which might be used in respect of such meeting and at any and all adjournments thereof.

Given this          day of                           .

(signed)”

Signatures to instruments of proxy need not be witnessed.

The instrument appointing a proxy may also contain instructions pertaining to the vote, which the proxy is required to respect, or be prepared to contemplate all meetings of shareholders generally to be held within a certain period of time, whether or not determined.  If such period is not determined, the proxy shall expire one (1) year after the date of the document.

The Board of Directors may, in the notice of a meeting of shareholders, specify a date and a time limit when instruments of proxy to be used at a meeting must be deposited with the Company or its mandatory; such date and time limits shall not precede the meeting by more than forty-eight (48) hours.

The Board of Directors may also permit details of proxies to be used at or in connection with a meeting and deposited with the Company or its mandatory at a location other than that at which such meeting shall be held to be sent by facsimile to the Secretary of the Company prior to the meeting.  In such case, such proxies, if they are otherwise regular, shall be valid and the votes given under their authority shall be counted.

11.Voting Right.  Subject to the provisions of the articles and the Act, each shareholder shall have as many votes as he has voting shares of the Company.  A shareholder owing arrears on a call on his shares shall not be entitled to vote at the meeting.

12.Decisions Taken by the Majority.  Unless otherwise provided in the Act, all matters submitted to a meeting of shareholders will be decided by a simple majority (50% + 1) of the votes validly cast.

13.Casting Vote.  In the event of an equality in the voting, the meeting chairman will have a casting vote.

14.Vote by a Show of Hands.  Unless a voice vote or a vote by secret ballot is requested, the vote shall be taken by a show of hands.  In such case, the shareholders shall vote by raising their hands, and the number of votes shall be calculated in accordance with the number of raised hands.  A declaration by the meeting chairman that a resolution has been carried, and an entry made in such regard in the minutes of the meeting shall constitute prima facie proof of such fact,

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without any necessity to prove the quantity or the proportion of the votes recorded in favour or against such resolution.  Votes cast by proxy shall not be counted in a vote by a show of hands.

15.Voice Vote.  If the meeting chairman so orders or if another person holding or representing by proxy no fewer than ten percent (10%) of the votes attached to the outstanding voting shares so requests (notwithstanding withdrawal of such request), and if a vote by secret ballot is not requested, a voice vote shall be taken.  In such case, each shareholder or proxy shall verbally declare his name and that of each shareholder for whom he holds a proxy, the number of votes he has and the manner in which he shall cast such votes.  The number of votes so casts shall determine whether or not a resolution is carried.

16.Secret Ballot.  If the meeting chairman so orders or a person holding or representing by proxy no fewer than ten percent (10%) of the issued voting shares so requests, the vote shall be taken by secret ballot.  A request for a vote by secret ballot may be made at any time prior to the adjournment of the meeting, even after the holding of a vote by a show of hands or a voice vote, and such a request may also be withdrawn.  Each shareholder shall remit to the scrutineers one or more ballots, on which he shall enter the manner in which he shall cast the votes he has and, as the case may be, his name and the number of votes he has.  Whether or not a vote by a show of hands or a voice vote has previously been taken on the same matter, the result of a secret ballot shall be deemed to represented the resolution of the meeting in respect thereof.

17.Procedure at Meetings.  The Chairman of any meeting of shareholders shall be responsible for conducting the procedure thereat in all respects, and his decision on any matter, even a matter pertaining to the validity or non-validity of a proxy and the receivability or non-receivability of a motion, shall be final and binding on all the shareholders.

A declaration by the Chairman that a resolution has been carried or not carried, with or without qualification of unanimity, by a particular majority, shall be conclusive evidence of the fact.

At all times during the meeting, the Chairman, of his own initiative or without the assent of the shareholders given by a simple majority, for a valid reason, such as a disturbance or confusion rendering the harmonious and orderly conduct of the meeting impossible, to adjourn the meeting from time to time and no notice of any such adjourned meeting need be given.

Should the meeting chairman fail to carry out his duties loyally, the shareholders may remove him at any time and replace him by another person chosen from among their number.

18.Scrutineers.  The Chairman at any meeting of shareholders may appoint scrutineers (who may but need not be directors, officers, employees, or shareholders of the Company), who shall act in accordance with the directives of the Chairman.

19.Addresses of Shareholders and Subsequent Transferees.  Every shareholder shall furnish to the Company a mailing or electronic address to which all notices intended for such shareholder may be sent to him.  Every person who, by operation of law, transfer or other means whatsoever, shall be entitled to any share, shall be bound by every notice in respect of such share

5

of stock which was given before his name and address were entered on the register to the person whose name appears on the register at the time such notice is given.

20.Signed Resolutions.  A resolution in writing, signed by all the shareholders entitled to vote on that resolution or their representatives at a shareholders’ meeting, shall have the same effect and be as valid as if it had been passed unanimously at a meeting of such shareholders regularly called.  Such a resolution duly signed shall be kept with the minutes of meetings of shareholders.

21.Participation by Telephone.  Shareholders may, if the articles so permit or, failing such permission, if all the shareholders entitled to participate and to vote at such meeting so consent, participate and vote at a meeting using means permitting all participants to communicate orally amongst themselves, in particular, by telephone.  Such shareholders shall then be deemed to have attended the meeting or to constitute the meeting, if all participants so participate in the meeting.  They shall then vote by a voice vote by way of derogation to sections 14 and 16 hereinabove.

BOARD OF DIRECTORS

22.Number.  The Company shall be managed by a Board of Directors composed of the fixed number of directors indicated in its articles.  If the articles establish a minimum and a maximum number of directors, the Board of Directors shall be composed of the fixed number of directors established by by-law passed by the Board of Directors or, failing this, selected by the shareholders within such limits.

23.Eligibility.  Any natural person may be a director, except a minor, a person of full age under tutorship or curatorship, a person declared incapable by a court in another province or in another country, an undischarged bankrupt or a person prohibited by the court from holding the office of director.  Unless otherwise provided in the articles, a director need not be a shareholder.

24.Election and term of office.  Except where a director is appointed to fill a vacancy created during the course of a term in office, or where one or several additional directors are elected, each director shall be elected by a majority of votes at an annual meeting of the shareholders.  Unless he should decease, resign, be removed or no longer qualify during the course of a term in office, each director so elected shall remain in office until the following annual meeting or the election of his successor.

25.Resignation.  A director may resign his office by written notice to the Company.  Reasons need not be given for a resignation.  Unless a subsequent date is stipulated in such notice, the resignation shall take effect on the date of its delivery.

26.Removal.  Unless otherwise provided in the articles of the Company, the shareholders may, by resolution, remove a director, at a special general meeting called for that purpose.  The director concerned shall receive a notice of the place, date and time of the meeting within the same period as the shareholders; he may attend the meeting and be heard thereat or file a written statement destined to be read aloud by the chairman of the meeting in order to explain his reasons for opposing his removal.

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A vacancy created by the removal of a director may be filled by the shareholders at the meeting at which the removal took place; where such is the case, the notice of calling of the meeting shall mention that an election is to be held if the resolution for removal is carried.

Where the holders of a specific class of shares have an exclusive right to elect a director, he may only be removed at a special meeting of such shareholders called for that purpose in the same manner as at a special general meeting of the shareholders of the Company.

The removal of a director, as well as his election, shall be at the discretion of the shareholders.  A director may be removed at any time and such removal need not be based on any particular grounds, whether serious or not.  Neither the Company nor the shareholders voting in favour of the removal shall incur any liability toward the director by the mere fact of his removal, even if there be no grounds therefor.

27.Vacancy.  The office of a director shall become vacant as of the moment his resignation or removal takes effect; likewise, a vacancy shall be created the moment a director is no longer qualified to fulfill his duties in accordance with section 23, or if he should decease.

28.Filling of Vacancies.  If a vacancy occurs in the Board of Directors, the directors then in office shall have the power to appoint for the remainder of the term any other qualified person as a director.  However, the directors may continue to act notwithstanding one or more vacancies provided a quorum exists.

29.Remuneration.  The remuneration to be paid to the directors shall be such as the directors shall determine and such remuneration shall be in addition to the salary or remuneration of any officer, employee or supplier of services of the Company who is also a member of the Board of Directors, unless a resolution states otherwise.  The directors may also be reimbursed for travel and other expenses incurred by them in connection with their duties.

30.General Powers of Directors.  Subject to restrictions in a Unanimous Agreement of the Shareholders, the directors of the Company shall manage and administer the Company and may make or cause to be made for the Company any contract which it may by law enter into. The directors shall exercise all such powers and authority as the Company by statute or by its articles is authorized to exercise and do.  The directors shall always act by resolution.

The directors may, in particular, purchase or dispose of, by purchase, sale, lease, exchange or otherwise, stocks, rights, warrants, options and other securities, buildings and other movable or immovable property or any right or interest therein; for each transaction, they shall fix the consideration and other conditions.

31.Irregularity.  Notwithstanding that it be subsequently discovered that there was some defect in the election of any such Board of Directors or in the election or appointment of a director, or the absence or loss of eligibility thereof, acts regularly done by them shall be as valid and as binding on the Company as if the election had been regular or each person eligible.

32.Borrowing.  The directors may when they deem expedient;

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(a)borrow money upon the credit of the Company;

(b)issue debentures or other securities of the Company and pledge or sell the same for such sums and at such prices as may be deemed expedient;

(c)hypothecate the immovables and movables or otherwise affect the movable property of the Company;

(d)delegate in whole or in part the powers mentioned hereinabove to one or more officers of the Company, to the extent and in accordance with the terms and conditions set out in the delegation resolution.

This by-law shall be regarded as additional to and not replaced by any borrowing by-law adopted by the Company for banking purposes unless otherwise specifically stipulated in such by-law.

33.Use of Property or Information.  No director may mingle the Company’s property with his own property or use for his own profit or that of a third person any property of the Company or any information he obtains by reason of his duties, unless he is expressly and specifically authorized to do so by the shareholders of the Company.

34.Conflicts of Interest.  Each director shall avoid placing himself in any situation where his personal interest would be in conflict with his obligations as a director of the Company.

He shall promptly declare to the Company any interest he has in an enterprise or other entity that may place him in a situation of conflict of interest and any right he may set up against it, indicating their nature and value, where applicable.  Such declaration of interest shall be recorded in the minutes of the proceedings of the Board of Directors.  A general declaration shall be valid as long as the facts have not changed, and the director need not repeat it for a specific subsequent transaction.

35.Contracts with the Company.  A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the Company’s property or enter into contracts with the Company, to the extent that he immediately informs the Company of such fact, indicating the nature and value of the rights he is acquiring, and that he requests that such fact be recorded in the minutes of the proceedings of the Board of Directors or the written resolution equivalent thereto.

A director who is so interested in an acquisition of property or a contract shall abstain, except if required, from the discussion and voting on the question and, if he votes, his vote shall not be counted.  However, this rule does not apply to questions concerning the remuneration or conditions of employment of the director.

At the request of the President or any director, the interested director shall leave the meeting while the Board of Directors discusses and votes on the acquisition or contract concerned.

Neither the Company nor its shareholders may contest the validity of an acquisition of property or a contract involving the Company on one hand and directly or indirectly a director on

8

the other, for the sole reason that the director is a party thereto or is interested therein, if such director made the declaration mentioned hereinabove immediately and correctly.

MEETINGS OF THE BOARD OF DIRECTORS

36.Calling of Meetings.  Every year, immediately after the annual meeting of the shareholders, a meeting of the new directors present shall be held without further notice if they constitute a quorum, to elect or appoint the officers of the Company and consider, deal with and dispose of any other matter.

Meetings of the Board of Directors may be called by or by order of the Chairman of the Board of Directors, if any, the President of the Company or two (2) directors and may be held anywhere within or outside Quebec.  A notice of each meeting, specifying the place, date and time, shall be sent to each director at his residence or workplace.  The notice shall be sent no less than two (2) days prior to the date fixed for the meeting by ordinary or registered mail or by facsimile or electronic mail.  In the absence of an address for a director, the notice may be sent to the address at which the sender considers that the notice is most likely to reach the director promptly.

The Board of Directors may resolve to hold periodic or fixed meetings of the Board of Directors, with or without notices of meeting, at any place in Quebec or elsewhere.

The purposes for which a meeting of the Board of Directors is called need not be specified.

Any director may waive in writing the notice of a meeting of the Board of Directors before, during or after the holding thereof.  His sole presence is equivalent to a waiver unless he attended the meeting solely to object to the holding of the meeting on the ground that the manner of calling it was irregular.

37.Participation by Telephone.  Directors may, if all are in agreement, participate in a board meeting using means permitting all participants to communicate orally amongst themselves, in particular, by telephone.  A director participating in the meeting by such means shall be deemed to have attended the meeting.  The directors shall then vote by a voice vote, in derogation of section 41 hereinbelow.

38.Quorum.  A majority of the directors in office shall constitute a quorum for a meeting of the Board of Directors.  A quorum shall be present for the entire duration of the meeting.  If the Board of Directors is composed of a sole director, the decision of such director recorded in writing constitutes the meeting.

39.Meeting Chairman and Secretary.  Meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors, if any, or, failing him, by the President of the Company or, failing him, by a Vice-President designated for such purpose by the President.  The Secretary of the Company shall act as secretary of the meetings.  The directors present at a meeting may nevertheless appoint any other person as Chairman or secretary of such meeting.

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40.Procedure.  The meeting chairman ensures that the meeting is conducted smoothly and submits to the Board the motions on which a vote is to be taken and generally conducts the procedure thereat in all respects, in which regard his decision shall be final and binding on all the directors.  Should the meeting chairman fail to submit a motion, any director may submit it himself before the meeting is adjourned or closed and, if such motion lies within the competence of the Board of Directors, the Board of Directors shall consider it.  For such purpose, the agenda of each meeting of the Board of Directors shall be deemed to include a period for the submission of motions by the directors.  Should the meeting chairman fail to carry out his duties loyally, the directors may remove him at any time and replace him by another person.

41.Voting.  Each director shall be entitled to one vote, and all matters shall be decided by the majority of the votes cast.  The vote shall be taken by a show of hands unless the meeting chairman or a director requests a ballot, in which case the vote shall be taken by ballot.  If the vote is taken by ballot, the meeting secretary shall act as scrutineer and count the ballots.  The fact of having voted by ballot shall not deprive a director of the right to express his dissidence in respect of the resolution concerned and to cause such dissidence to be entered.  Voting by proxy shall not be permitted, and the meeting chairman shall have no casting vote in the case of an equality of votes.

42.Signed Resolution.  A written resolution, signed by all the directors, shall be valid and shall have the same effect as if it had been adopted at a meeting of the Board of Directors duly called and held.  Each signed resolution shall be inserted in the register of the minutes of the Company, in accordance with its date, in the same manner as minutes.

OFFICERS

43.Officers.  The officers of the Company shall be the Chairman of the Board, if appointed, the President, and, if elected or appointed, one or more Vice-Presidents, the General Manager, the Comptroller, the Secretary, the Treasurer, and such other officers as the Board of Directors may appoint and whose duties it may determine by resolution.  The officers of the Company shall have the powers, functions and duties prescribed by the Board of Directors, in addition to those specified in the by-laws.  The same person may hold more than one office.  Other than the President, or, if appointed, the Chairman of the Board of Directors, who shall be a director, none of the officers shall be required to be a director or a shareholder of the Company.

The Board of Directors may also appoint other mandataries, officers and servants of the Company within or outside Quebec; the titles, powers, authority, and duties of such persons shall be determined by the Board of Directors.

In case of the absence of an officer or for any other valid reason, the Board of Directors may delegate the powers and authority of such officer to any other officer or to a director of the Company.

If the Board of Directors consists of one (1) director, that director may hold the offices of President, Secretary or of any other officer of the Company.

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44.Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors.

45.President.  The President shall be the principal officer of the Company and, subject to the control of the Board of Directors and the appointment of a General Manager, shall supervise, administer and manage the affairs of the Company generally.  The President shall preside at all meetings of the shareholders and, in the event of the absence, inability or failure of the Chairman of the Board to act, the President shall preside at all meetings of the Board of Directors.

46.Vice-President.  In case of absence, incapacity and failure to act of the President, the Vice-President or, if more than one, the First Vice-President and, failing him, the Second Vice-President and so on, shall assume the powers and duties of the President.  The powers, functions and duties of a Vice-President shall be those which the Board of Directors or the President prescribe.

47.General Manager.  The General Manager shall, subject to the control of the President, manage the operations of the Company generally.  He shall comply with all instructions received from the Board of Directors and shall give to the Board of Directors or the members thereof the information that they require concerning the affairs of the Company.

When the General Manager is also a director, he may be designated as “Managing Director”.

48.Comptroller.  The Comptroller shall, subject to the control of the President, be the chief accounting officer of the Company.  He shall, upon request, render account to the President and the directors of the financial situation of the Company and all its transactions.  He shall be entrusted with and have custody of the books of account.

49.Secretary.  The Secretary shall attend to the preparation and sending of all notices of the Company. He shall act as secretary at all shareholders’ meetings and shall keep the minutes of all meetings of the Board of Directors, the Executive Committee and the shareholders in a book or books to be kept for that purpose.  He shall have charge of the records of the Company including books containing the names and addresses of the members of the Board of Directors of the Company, together with copies of all reports made by the Company and such other books or documents as the directors may prescribe.  He shall be responsible for the keeping and filing of all books, reports, certificates and all other documents required by law to be kept and filed by the Company.  He shall be subject to the control of the President.

50.Treasurer.  Subject to the control of the President, the Treasurer shall have general charge of the finance of the Company.  He shall deposit the money and other valuable effects of the Company in the name and to the credit of the Company in a bank or another deposit institution designated by the Board of Directors.

51.Removal, Discharge and Resignation.  The Board of Directors may, by the affirmative vote of the absolute majority of the Board, remove any officer, with or without cause, at any time, unless the resolution or contract providing for his appointment provides otherwise.  Any mandatary, officer or servant who is not an officer of the Company may be discharged by the

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President or any other officer authorized for such purpose, with or without cause, at any time, unless the contract providing for his appointment stipulates otherwise.

Any officer may resign his office at any time by delivering his resignation in writing to the President or the Secretary of the Company, or at a meeting of the Board of Directors, unless otherwise agreed.

52.Vacancy.  Any vacancy occurring in the office of any officer may be filled by the Board of Directors.

53.Remuneration.  The remuneration of all officers shall be fixed by the Board of Directors.  The remuneration of all other mandataries, officers and servants of the Company shall be fixed by the President or any other officer authorized for such purpose.

EXECUTIVE COMMITTEE

54.Election.  The Board of Directors may, whenever the Board of Directors consists of more than six (6) members, elect from among their number an Executive Committee of no fewer than three (3) members including, ex officio, the Chairman of the Board of Directors or, if not appointed, the President of the Company.

55.Officers, Quorum and Procedure.  The Executive Committee shall have power to appoint officers thereto, to fix its quorum, which quorum shall consist of not less than a majority of its members, and to determine its own procedure.

56.Chairmanship.  Meetings of the Executive Committee shall be chaired by the Chairman of the Board of Directors or, if none is appointed, by the President of the Company.  In his absence, meetings of the Executive Committee shall be chaired by the person whom the members of the Executive Committee present choose amongst themselves.

57.Secretary.  The Secretary of the Company shall act as secretary of the Executive Committee unless some other secretary be appointed by such committee.

58.Powers.  The Executive Committee shall possess the powers and authority of the Board of Directors for the administration of the day-to-day affairs of the Company, except the powers which, by law, must be exercised by the Board of Directors, as well as the powers which the Board of Directors may expressly reserve for itself.

59.Supervisory Power of the Board of Directors.  All acts of the Executive Committee shall be subject to the supervision of the Board of Directors and shall be reported to the Board of Directors when the Board of Directors so directs.  The Board of Directors may invalidate or modify decisions taken by the Executive Committee, provided that the rights of third parties are not affected.

60.Participation by Telephone and Signed Resolutions.  Sections 37 and 42 shall apply, mutatis mutandis, to meetings of the Executive Committee.

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61.Meetings.  Meetings of the Executive Committee may be held at the head office of the Company or at such other place within or outside Quebec as the Executive Committee may determine.

Meetings of the Executive Committee may be called by or by the order of the President or by two members of such committee.

A member of the Executive Committee may waive in writing a notice of a meeting of the Executive Committee, prior to or after the holding of the meeting.  His sole attendance at a meeting is a waiver except where he attends a meeting solely for the purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

62.Remuneration.  The members of the Executive Committee shall be entitled to receive such remuneration for their services as members of the Executive Committee as the Board of Directors may determine.

63.Removal and Filling of Vacancies.  The Board of Directors may from time to time remove any member of the Executive Committee from office.

The Board of Directors may also fill any vacancy which may occur in the membership of the Executive Committee.

INDEMNIFICATION AND EXONERATION

64.Indemnification and Reimbursement of Expenses.  The Company is required to indemnify a director, officer or other mandatary for any prejudice suffered by reason or in respect of the performance of his duties and shall also reimburse him for reasonable expenses incurred for the same purposes, in each case in accordance with the provisions set out hereinbelow.

65.Defence – Prosecution by Third Party.  The Company shall assume the defence of a director, an officer or a mandatary prosecuted by a third party for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless he has committed a grievous offence or a personal offence separable from the exercise of his duties.  In particular, such an offence will include the violation by a director, officer or mandatary of his duties of loyalty and honesty toward the Company, especially by placing himself in a situation of conflict of interest.

Such assumption of defence shall involve the payment or reimbursement of reasonable judicial and extra-judicial costs incurred by the director, officer or other mandatary who is prosecuted by a third party.

The payment of damages shall include the amounts paid to settle an action out of court and any fine imposed.

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66.Expenses – Criminal Proceedings.  However, in a penal or criminal proceeding, the Company shall assume the payment of the expenses of a director, officer or other mandatary only if he had reasonable grounds to believe that his conduct was in compliance with the law, or if he has been freed or acquitted.

67.Prosecution by the Company.  If the Company prosecutes a director, officer or other mandatary for an act or omission in the exercise of his duties, it shall undertake to assume the reasonable judicial and extra-judicial costs reasonably incurred by such director, officer or other mandatary, if it 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 it shall assume.

68.Director of Another Company.  The Company shall indemnify, in the manner set out in sections 64 to 67 hereinabove, any person who acts at its request as a director for another legal person of which it is a shareholder or creditor.

69.Liability Insurance.  The Company may purchase and maintain for the benefit of its directors, officers and other mandataries, as well as their heirs, legatees and assigns, insurance covering their personal liability by reason of the fact that they perform such duties or act as directors of a legal person of which the Company is a shareholder or creditor.  However, such insurance is subject to the exclusions and restrictions imposed by the insurer, and it shall never cover the liability arising from the failure to act honestly and loyally toward the Company, a grievous offence or a personal offence separable from the execution of the duties performed for the Company.

70.Reimbursement of Expenses.  Subject to a contractual agreement specifying or restricting this obligation, the Company is required to reimburse a director, an officer or another mandatary for reasonable and necessary expenses incurred by him in the exercise of his duties, plus interest from the date on which such expenses were paid by him.  Such reimbursement shall be made upon presentation of all relevant vouchers.

CAPITAL STOCK

71.Issue and Stock Options.  Subject to all provisions contained in the articles of the Company or in a Unanimous Agreement of the Shareholders limiting the allocation or issue of shares of the capital stock of the Company, the directors may accept subscriptions for, allot, distribute, issue, in whole or in part, the unissued shares of the Company, grant options thereon or otherwise dispose thereof to any person, enterprise, corporation, company, or legal person, upon the conditions and for the lawful consideration in compliance with the articles of the Company which is determined by the directors, without any requirement to offer such unissued shares to persons who are already shareholders rateably to the shares held by them.

72.Calls.  The directors may at all times request or call upon the shareholders for the payment in whole or in part of an amount still unpaid on shares subscribed or held by them.  The request shall mention that, in the event of non-payment, the shares contemplated by the call shall be liable to forfeiture.  Each shareholder shall pay the call on his shares at the times and places

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fixed by the directors.  Each call shall bear interest at the rate of six percent (6%) per year from the date designated for the payment of such call up to the date on which such payment is actually made.

73.Share Certificates and Share Transfers.  Certificates representing the shares of the capital stock of the Company shall bear the signature of the President or a Vice-President or that of the Secretary or an Assistant Secretary.  Such signatures may be engraved, lithographed or otherwise mechanically reproduced.  Any certificate bearing a facsimile of the signatures of the authorized officers shall be deemed to have been signed manually, notwithstanding the fact that the deemed signatory has since ceased to be an officer of the Company.  It is not necessary to affix the official seal of the Company on a share certificate.

74.Transfer of Shares.  Subject to section 76, the Secretary or another officer entrusted with such duty shall keep at the office of the Company a register of transfers in which shall be recorded the particulars of every transfer of shares of the capital stock of the Company.  The directors may also decide that one or more additional registers of shareholders or transfers shall also be kept in Quebec or elsewhere, in the specified locations and may appoint officers or mandataries to keep them and to record therein transfers of shares of the capital stock of the Company.

No transfer may be made of shares on which arrears are owing following a call.  No transfer of shares whereof the full price has not been paid shall be made without the consent of the directors, and the directors may decline to register a transfer of fully paid shares belonging to a shareholder who is indebted to the Company.  When a share upon which a call is unpaid is transferred, the transferee shall be liable for the call to the same extent and subject to the same remedy for forfeiture of the share, as if he had been the original holder of the share, and the transferor shall also remain liable for the call until it has been paid.

The Company shall not be bound to see to the execution of a trust on any shares.  The receipt by the shareholder in whose name a share is recorded in the books of the Company shall be a valid and appropriate discharge to the Company for any dividend or amount payable in respect of such share, whether or not the trust has been disclosed to the Company, and the Company shall not be bound to inquire about the use of the amount represented by the receipt.

75.Record Date and Closing of Books.  The Board of Directors may fix a date preceding by no more than thirty (30) days the date of payment of a dividend or an allocation of rights, as the record date for the determination of the shareholders entitled to such dividend or such rights; hence, only shareholders recorded on the date so fixed shall be entitled thereto, notwithstanding any transfer of shares on the books of the Company between the record date and the date on which the dividend is paid or the rights allocated.

The Board of Directors may also close the principal and additional registers of transfers for thirty (30) days in one (1) year by giving notice in the manner established by law.

76.Transfer Agents and Registrars.  The Board of Directors may appoint or remove transfer agents and/or registrars of transfers of shares and make by-laws on share transfers and the

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registration of shares.  Any certificate of shares thereafter issued after such appointment shall, on pain of invalidity, be countersigned by one of the transfer agents or one of registrars of transfers.

77.Lost or Destroyed Certificates.  The Board of Directors may, upon conditions it shall establish, direct that one or more new certificates of shares may be issued to replace any certificate or certificates of shares theretofore issued by the Company that have been worn out, lost, stolen, or destroyed, and the Board of Directors, when authorizing the issuance of such new certificate or certificates, may, in its discretion, and as a condition precedent thereto, require the owner of the worn-out, lost, stolen or destroyed certificate or certificates or his legal representatives to give to the Company or transfer agents and to such registrar or registrars as may be authorized or required to countersign such a new certificate, a bond in such sum as it may direct, as indemnity against any claim that may be made against them for or in respect of the shares of stock represented by the certificates alleged to have been worn out, lost, stolen or destroyed.

DIVIDENDS

78.Dividends.  The Board of Directors may, periodically and in compliance with the law, declare and pay dividends to the shareholders, in accordance with their respective rights.

Dividends payable on a share which is not fully paid up shall be reduced in proportion to the amount remaining to be paid.

The Board of Directors may stipulate that a dividend be payable, in whole or in part, in Company stock.  For such purpose, it may authorize the issue of shares of the capital stock of the Company as fully paid up or, with the consent of the recipients of such dividend, partially paid up.

A transfer of shares shall not effect allocation of the rights to the dividends declared thereon as long as the transfer is not recorded.  When two (2) or more persons are recorded as joint holders of one share, each of them may give a valid receipt for any dividend payable or paid on such share.

FISCAL YEAR AND AUDIT

79.Fiscal Year.  The fiscal year of the Company shall be determined by the Board of Directors.

80.Audit.  The shareholders, at each annual meeting, shall appoint an auditor, who shall hold such office until the next annual meeting or until a successor has been appointed, unless he resigns or his position otherwise becomes vacant. At least once in every fiscal year such auditor shall examine the accounts of the Company and any balance sheet laid before the Company at any annual meeting and shall report thereon to the shareholders.  His remuneration shall be fixed by the shareholders or the Board of Directors, if the shareholders so authorize.

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No director or officer of the Company or any person who is affiliated therewith may be appointed as auditor.

In the event of a vacancy in the office of auditor, the Board of Directors may fill the position and appoint thereto a qualified replacement, who shall hold that office until the term expires.

To the extent that the Company has not effected any public distribution of its securities, the shareholders may decide not to appoint an auditor for a fiscal year, by resolution adopted unanimously, including by shareholders who are not otherwise qualified to vote.  The resolution shall be valid only until the next annual meeting.

COMPANY REPRESENTATION FOR CERTAIN PURPOSES

81.Declaration.  The President, the Chairman of the Board of Directors, any Vice-President, the General Manager, Comptroller, Secretary or Treasurer and each of them or, with the authorization of the Board of Directors, any other officer, servant or person shall be authorized and eligible to make answer for the Company to all writs, orders or interrogatories upon articulated facts issued by any court and to declare for and on behalf of the Company any answer to writs of attachment by way of garnishment in which the Company is garnishee and to make all affidavits and sworn declarations in connection therewith or any and all judicial proceedings to which the Company is a party and to make demands for assignment of property or petition for winding-up or receivership orders upon any debtor of the Company and to attend and vote at all meetings of creditors of the Company’s debtors and grant proxies in connection therewith.

82.Representation at Meetings.  The President, the Chairman of the Board of Directors, any Vice-President, the General Manager, Comptroller, Secretary and Treasurer or any one of them or any other officer or person authorized by the Board of Directors shall represent the Company and attend and vote at any and all meetings of shareholders or members of any enterprise, company, legal person, or syndicate in which the Company holds shares or is otherwise interested, and any measure taken or vote cast by them shall be deemed to be the act or vote of the Company.

Two of the following persons acting jointly, namely the President, the Chairman of the Board of Directors, any Vice-President, the General Manager, the Comptroller, the Secretary and the Treasurer acting jointly shall moreover be empowered to authorize any person (whether an officer of the Company or not) to attend, vote and otherwise act at any and all meetings of shareholders or members of any firm, company, corporation, or syndicate in which the Company holds shares or is otherwise interested, and for such purpose shall be empowered to execute and use, for and on behalf and in the name of the Company, an instrument or instruments of proxy in such form and in accordance with such terms as such officers so executing and delivering the same may see fit, including therein but without in any way limiting or restricting the generality of the foregoing, provisions for the appointment of a substitute proxy and the revocation of all instruments of proxy given by the Company prior thereto with respect to a meeting.

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83.Signature of Documents.  Contracts, documents, written acts, including discharges and releases, requiring the signature of the Company may be validly signed by the President alone, or by any two of any Vice-President, the General Manager, the Secretary and the Treasurer acting jointly, and hence be binding on the Company.  The Board of Directors may also designate any other person to sign, alone or in conjunction with one or more other persons, and to deliver on behalf of the Company all contracts, documents and written acts, and such authorization may be given by resolution in general or specific terms.

84.Declarations in the Register.  Declarations to be filed with The Enterprises Registrar in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons shall be signed by the President, any director of the Company or any other person authorized for such purpose by resolution of the Board of Directors.  Any director having ceased to hold such office as a result of his resignation, removal or otherwise shall be authorized to sign on behalf of the Company and file an amending declaration to the effect that he has ceased to be a director, from fifteen (15) days after the date of such cessation, unless he receives proof that the Company has filed such a declaration.

MISCELLANEOUS PROVISIONS

85.Conflict with the Articles.  In the event of conflict between the provisions of a by-law and those of the articles, the latter shall prevail.

86.Amendments.  The board of directors shall have the power to repeal or amend any by-law, but any such repeal or amendment will be in force only until the next annual meeting of the shareholders, unless in the interim it is confirmed by a special general meeting of the shareholders called for such purpose.  If such repeal or amendment is not confirmed by the simple majority of the votes of the shareholders of such annual meeting, it will cease, but from such day only, to be in force.

/s/ Eric Laflamme

Éric Laflamme

President

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EX-3.71

Exhibit 3.71

Québec  

CERTIFICATE OF AMENDMENT

Companies Act, Part IA

(R.S.Q., c. C-38)

I hereby attest that the company

SCIERIE LEMAY INC.

has amended its articles under Part 1A of the Companies Act on April 12, 2005, as indicated in the articles of amendment attached hereto.

Filed with the register on April 13, 2005 under reference number 1141054677

Registraire
des entreprises

Québec   

(Signed)

The interim “Registraire des entreprises”

Registraire
des entreprises

Québec    Articles of Amendment
     Companies Act (R.S.Q., c. C-38, Part IA)

1Name   - Enter the new name of the company, if changed, and enter the previous name in section 5.

or- Enter the current name, if you are keeping it, and write N.A. in section 5.

Québec enterprise number

NEQ

1

1

4

1

0

5

4

6

7

7

SCIERIE LEMAY INC.

Mark an X in this box if you are applying for a designating number (numbered company) rather than a name  o

2The Articles of the company are amended as follows:

The articles of the Company are hereby amended as set forth in Schedule A attached hereto and incorporated herein by reference as if herein set forth at length.

3Effective date (if later than that on which the articles of amendment are filed) for applications not covered in section 4.

Year

Month

Day

4Amendment of articles under sections 123.140 and following of the Companies Act

Mark an X if the application for amendment is presented to correct an illegal or irregular element, or to include a provision
required under the Companies Act.

• where the correction or insertion does not affect the rights of the shareholders or creditors (sec. 123.40);                                          o

• where the correction or insertion may affect the rights of the shareholders or creditors – append copy of judgment (sec. 123.41).    o

Effective date (the amendment will be retroactive to the date of the certificate accompanying the articles being amended, unless these articles or the judgment provides for a later date):

Year

Month

Day

5Name prior to the amendment (if different than the one mentioned in section 1)

Do not write in this space
	(Signed) Miranda Melfi
	Signature of Authorized Director
	If the space provided is not sufficient, include an appendix, in two copies, identifying the corresponding section. If necessary, number the pages.

SIGN THE TWO COPIES ODF THIS FORM AND REMIT THEM WITH YOUR PAYMENT.

DO NOT FAX.

SCIERIE LEMAY INC.

SCHEDULE A

The provisions pertaining to the description of the share capital of the Company as set out in the Articles of Continuance dated December 12, 1984 and amended by Articles of Amendment dated March 26, 2002, are hereby replaced by the share capital described in Schedule 1 attached hereto, creating an unlimited number of Class A shares, Class B shares and Class C shares, which rights, privileges, conditions and restrictions are further defined in said Schedule 1 of the Articles of Amendment to form an integral part thereof, and such amendment to be effective at the date shown on the Certificate of Amendment of the Company.

All the issued and outstanding shares of the share capital of the Company, as constituted before the filing of these Articles of Amendment, are hereby converted in the manner indicated in Schedule 2 hereto, which Schedule 2 forms an integral part of these Articles of Amendment.

SCIERIE LEMAY INC.

SCHEDULE 1

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Class A, B and C shares, all without par value.

1.CLASS A SHARES

Subject to the rights, privileges, conditions and restrictions attached to the other classes of shares, the Class A shares shall carry the following rights and restrictions:

1.1Voting right.  Holders of Class A shares shall have the right to receive notice of any meeting of shareholders of the Company, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A share held.

1.2Dividend.  Holders of Class A shares shall have the right to receive any dividend declared by the Company.

1.3Remaining property.  Upon the winding-up of the Company, holders of Class A shares shall have the right to share the remaining property of the Company.

1.4Restriction.  Notwithstanding subsection 1.2 hereinabove, no dividend or purchase price may be paid on the Class A shares if payment thereof would cause the realizable value of the net assets of the Company to be insufficient to proceed with the redemption and payment of the outstanding Class C shares.

2.CLASS B SHARES

The Class B shares shall carry the following rights, privileges, conditions and restrictions:

2.1Voting right.  Except where the right to vote is conferred specifically thereon by the Companies Act and subject to subsection 2.8, the Class B shares shall not confer upon their holders the right to vote at meetings of shareholders, to be convened to or to attend such meetings.

2.2Dividend.  Holders of Class B shares shall have the right to receive, for each fiscal year of the Company and to the extent that the directors so declare, a non-cumulative preferential dividend in a maximum annual amount equal to eight percent (8%) of the amount credited to the issued and paid-up share capital account for such shares on the date of declaration of the dividend; such dividend being non-cumulative, if, for a given fiscal year, the directors do not declare it or declare only a part thereof, the right of holders of Class B shares to the undeclared portion of such dividend for such fiscal year shall be forever extinguished; such dividend shall rank after the dividend payable on the Class C shares; such dividend being preferred, no dividend may be declared, paid or be

set aside for payment on the Class A shares, at any time whatsoever during any fiscal year of the Company, unless during such same fiscal year, the full amount of the dividend prescribed on the Class B shares has been declared and paid in full or set aside for payment on all of the Class B shares then outstanding.

2.3Unilateral redemption.  Subject to the provisions of the Companies Act and subsection 2.5, the Company shall have the right, by resolution of the board of directors, to redeem, at all times, unilaterally, all or part of the Class B shares then outstanding, the whole in accordance with the following terms and conditions:

2.3.1. the Company shall give a written notice of redemption to each registered holder of Class B shares or send such notice by mail to the last known address of the holder; such notice shall inform the holder of the redemption and shall specify the date on which such redemption shall take effect (the “Redemption Date”), such date being required to be no less than 10 days subsequent to the date on which the Company delivered or sent the notices of redemption; any holder may waive the sending of a notice of redemption;

2.3.2on the Redemption Date, the Class B shares redeemed shall be cancelled automatically and their holders shall have the right, upon delivery of the duly endorsed certificates representing such shares, to the payment of their “Redemption Value” as defined hereinbelow, as well as the payment of any dividend then declared and unpaid thereon.  If a part only of the Class B shares represented by such certificates is redeemed, a new certificate shall be issued for the remaining shares;

2.3.3in respect of holders of redeemed Class B shares who fail to deliver for cancellation the certificates representing such shares, the Company may deposit an amount corresponding to their “Redemption Value” with the Minister of Finance of the Province of Québec, in accordance with the provisions of the Deposit Act, R.S.Q., c. D-5, or at any other location designated in the notice of redemption, for such holders.  The rights of such holders shall be limited to receiving the amount so deposited to their credit upon delivery of the certificates representing the redeemed shares, and, as the case may be, to having new certificates issued by the Company for their remaining Class B shares;

2.3.4if the redemption is partial, it shall be carried out rateably to the number of Class B shares outstanding, without taking into account fractional shares, or in any other manner proposed by the Company and accepted unanimously by the holders of such shares.

2.4Redemption Value.  The Redemption Value of each Class B share shall correspond to the amount credited to the issued and paid-up share capital account in respect of such class of shares, divided by the number of such shares outstanding.

2.5Restriction.  Notwithstanding the foregoing, no dividend or purchase or redemption price shall be paid on the Class B shares, and no unilateral redemption of Class B shares may be effected which would cause the realizable value of the net assets of the Company to be insufficient to proceed with the redemption and payment of the Class C shares outstanding.

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2.6Reimbursement.  In the event of the winding-up of the Company, holders of Class B shares shall rank after holders of Class C shares and shall receive, prior to holders of Class A shares, an amount equal to the “Redemption Value” of their Class B shares, as defined hereinabove, plus the declared and unpaid dividends on such shares.

2.7Additional participation.  Holders of Class B shares shall not participate further in the property or profits of the Company.

2.8Veto right.  The Class B shares shall not be convertible, no share having the same rank as or a higher rank than the Class B shares may be created and the provisions relating to the Class B shares or relating to other classes of shares may not be amended in such a manner as to confer on such shares rights or privileges that are equal to or greater than those attached to the Class B shares, unless such conversion, creation or amendment has been approved by written resolution signed by all holders of Class B shares or by the vote of not less than 3/4 of the Class B shares represented by their holders present or represented at a special meeting of such holders convened for such purpose.

3.CLASS C SHARES

The Class C shares shall carry the following rights, privileges, conditions and restrictions:

3.1Voting right.  Except where the Companies Act specifically confers the right to vote and subject to subsection 3.9, the Class C shares shall not confer upon their holders the right to vote at meetings of shareholders, to be convened to or to attend such meetings.

3.2Dividend.  Holders of Class C shares shall have the right to receive, for each fiscal year of the Company and to the extent that the directors so declare, a fixed preferential non-cumulative dividend equal to ten percent (10%) of the “Redemption Value” of such shares, as defined hereinbelow, on the date of declaration of the dividend; such dividend being non-cumulative, if, for a given fiscal year, the directors do not declare it or declare only a part thereof, the right of holders of Class C shares to the undeclared portion of such dividend for such fiscal year shall be forever extinguished; such dividend being preferred, no dividend may be declared, paid or set aside for payment on the Class A and B shares, at any time whatsoever during any fiscal year, unless during such same fiscal year, the full amount of the dividend prescribed on the Class C shares has been declared and paid in full or set aside for payment on all of the Class C shares then outstanding.

3.4Redemption on demand.  Any holder of Class C shares may demand at all times that the Company redeem all or part of such shares, and the Company shall be obliged to proceed with such redemption, the whole in accordance with the following terms and conditions:

3.4.1.the demand for redemption shall be signed by the registered holder of the Class C shares or by its attorney and given to the secretary of the Company, together with the duly endorsed certificate or certificates representing the Class C shares to be redeemed.  The demand for redemption shall specify the number of Class C shares that the holder wishes to have redeemed;

3.4.2on the thirtieth business day following the date of receipt of the demand for redemption (the “Redemption Date”), the Company shall proceed with the

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redemption of all of the Class C shares indicated in such demand, and the holder thereof shall receive:

(a)payment of the entire portion of the Redemption Value, as defined hereinbelow, of the Class C shares redeemed which the Company may pay without contravening the provisions of section 123.54 of the Companies Act applied taking into account the higher of the book value and the realizable value of the assets of the Company;

(b)payment of any dividend declared and unpaid on such shares; and

(c)as the case may be, a certificate for the balance of the Class C shares represented by the certificate or certificates delivered to the Company in accordance with paragraph 3.4.1, if the demand for redemption bears on a part only of such shares;

3.4.3on the Redemption Date, subject however to adjustment in accordance with paragraph 3.4.5 hereinbelow:

(a)all of the Class C shares redeemed shall be deemed to be irrevocably cancelled, and their holders shall cease to benefit from the rights attached to such shares, except the right to receive payment of their Redemption Value and the dividends declared and unpaid thereon;

(b)the issued and paid-up share capital account maintained for the Class C shares shall be debited in accordance with the Companies Act;

3.4.4holders of Class C shares redeemed but not fully paid-up on the Redemption Date shall be entitled to be paid the balance of the Redemption Value of such shares as and when the Company may legally make payment thereof;

3.4.5holders of Class C shares redeemed but not fully paid-up on the Redemption Date, within thirty (30) days following the time they are notified that they cannot receive full payment of the Redemption Value of their shares, may, by written notice, request that the Company apply the amount they have received to the full payment of the Redemption Value of part of such shares as well as the dividends declared and unpaid thereon, without taking into account fractional shares, and withdraw their demands for redemption pertaining to the balance of such shares.  Upon receipt of such a notice, the Company shall proceed with the necessary adjustments in its registers and its issued and paid-up share capital account, such that on the Redemption Date only the fully paid-up portion of the Class C shares indicated in the demand for redemption shall be redeemed and cancelled.  Certificates representing the Class C shares for which the demands for redemption have been withdrawn shall be delivered to their holders.  The period of thirty (30) days mentioned in this paragraph is of the essence; after such period, holders may no longer avail themselves of the provisions of this paragraph.

3.5Redemption Value.  The “Redemption Value” for each of the Class C shares shall be equal to the portion of the total amount credited to the issued and paid-up share capital account for such shares, plus a premium equal to the difference between the fair market

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value, upon the issuance of the Class C share, of the consideration received by the Company in exchange for the issuance of such Class C share and the total composed of:

(a)the amount paid into the issued and paid-up share capital account upon the issuance of such share; and

(b)the fair market value of any property, other than the Class C shares, given in payment of such consideration.

3.6Adjustment.  The fair market value of the consideration mentioned in the preceding subsection shall be that established by the Company and the subscriber of the Class C shares upon the issuance of such shares.  However, in the event that following an income-tax assessment or a draft income-tax assessment, such consideration were to be attributed a fair market value that is different from the fair market value so established, the amount of the premium payable upon the redemption of the Class C shares would be increased or reduced in accordance with any new valuation determined by the fiscal authorities, failing which such amount would be established by final, enforceable judgment of a competent court.  In the event of a discrepancy between the valuations so established with the federal and provincial fiscal authorities respectively, the adjustment set forth hereinabove will be effected on the basis of the lower of such valuations.

3.7Reimbursement.  In the event of the winding-up of the Company, holders of Class C shares shall receive, prior to holders of Class A and Class B shares, an amount equal to the “Redemption Value” of their Class C shares, as defined hereinabove, plus the dividends declared and unpaid on such shares.

3.8Additional participation.  Holders of Class C shares shall not participate further in the property or profits of the Company.

3.9Veto right.  The Class C shares may not be converted, no share having the same rank or a higher rank than the Class C shares may be created and the provisions pertaining to the Class C shares or those pertaining to shares of other classes may not be modified so as to confer on such shares rights or privileges that are equal to higher than those attached to the Class C shares, unless such conversion, creation or modification has been approved by written resolution signed by all of the holders of Class C shares or by the vote of at least 2/3 of the Class C shares represented by their holders present or represented at a special meeting of such holders convened for such purpose.

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SCIERIE LEMAY INC.

SCHEDULE 2

All issued and outstanding shares of the share capital of the Company, as constituted before the filing of these Articles of Amendment, are hereby converted into shares of the new authorized share capital of the Company as changed and reorganized pursuant to these Articles of Amendment, as follows:

1.each Class « A » shares in the share capital of the Company is hereby converted into one (1) Class A share of the share capital of the Company;

2.each Class « D » shares in the share capital of the Company is hereby converted into one (1) Class C share of the share capital of the Company;

The unissued Class « A » shares, Class « B » shares, Class « C » shares, Class « D » shares, Class « E » shares and Class « F » shares in the share capital of the Company, as constituted before the filing of the present Articles of Amendment, are cancelled.

The issued and paid-up capital accounts maintained for each class of shares existing before the filing of these Articles of Amendment are hereby adjusted as follows:

1.the amounts added to the issued and paid-up capital account pertaining to the Class « A » shares existing before the filing of the present Articles of Amendment shall be reattributed and credited to the issued and paid-up capital account of the new Class A shares of the share capital of the Company created following the filing the these Articles of Amendment;

2.the amounts added to the issued and paid-up capital account pertaining to the Class « D » shares existing before the filing of the present Articles of Amendment shall be reattributed and credited to the issued and paid-up capital account of the new Class C shares of the share capital of the Company created following the filing the these Articles of Amendment.

EX-3.72

Exhibit 3.72

TRANSLATION

SCIERIE LEMAY INC.

(Name of the Company)

CODE OF GENERAL BY-LAWS

enacted in accordance with the provisions of

Part IA of the Companies Act (Quebec)

Adopted on April 12, 2005

CODE OF GENERAL BY-LAWS

OF THE COMPANY

enacted in accordance with the provisions of

Part IA of the Companies Act (Quebec)

INDEX

DEFINITIONS
SITUATION OF HEAD OFFICE AND OFFICES
1.	Head Office
2.	Offices
SHAREHOLDERS
3.	Annual Meeting
4.	Special Meetings
5.	Special General Meeting Called on Demand of Shareholders
6.	Notice of Meetings
7.	Waiver of Notice
8.	Chairman
9.	Quorum
10.	Proxy
11.	Voting Right
12.	Decisions Taken by the Majority
13.	Casting Vote
14.	Vote by a Show of Hands
15.	Voice Vote
16.	Secret Ballot
17.	Procedure at Meetings
18.	Scrutineers
19.	Addresses of Shareholders and Subsequent Transferees
20.	Signed Resolutions

21.	Participation by Telephone
BOARD OF DIRECTORS
22.	Number
23.	Eligibility
24.	Election and term of office
25.	Resignation
26.	Removal
27.	Vacancy
28.	Filling of Vacancies
29.	Remuneration
30.	General Powers of Directors
31.	Irregularity
32.	Borrowing
33.	Use of Property or Information
34.	Conflicts of Interest
35.	Contracts with the Company
MEETINGS OF THE BOARD OF DIRECTORS
36.	Calling of Meetings
37.	Participation by Telephone
38.	Quorum
39.	Meeting Chairman and Secretary
40.	Procedure
41.	Voting
42.	Signed Resolution
OFFICERS
43.	Officers
44.	Chairman of the Board
45.	President
46.	Vice-President
47.	General Manager
48.	Comptroller
49.	Secretary
50.	Treasurer

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51.	Removal, Discharge and Resignation
52.	Vacancy
53.	Remuneration
EXECUTIVE COMMITTEE
54.	Election
55.	Officers, Quorum and Procedure
56.	Chairmanship
57.	Secretary
58.	Powers
59.	Supervisory Power of the Board of Directors
60.	Participation by Telephone and Signed Resolutions
61.	Meetings
62.	Remuneration
63.	Removal and Filling of Vacancies
INDEMNIFICATION AND EXONERATION
64.	Indemnification and Reimbursement of Expenses
65.	Defence – Prosecution by Third Party
66.	Expenses – Criminal Proceedings
67.	Prosecution by the Company
68.	Director of Another Company
69.	Liability Insurance
70.	Reimbursement of Expenses
CAPITAL STOCK
71.	Issue and Stock Options
72.	Calls
73.	Share Certificates and Share Transfers
74.	Transfer of Shares
75.	Record Date and Closing of Books
76.	Transfer Agents and Registrars
77.	Lost or Destroyed Certificates
DIVIDENDS
78.	Dividends

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FISCAL YEAR AND AUDIT
79.	Fiscal Year
80.	Audit
COMPANY REPRESENTATION FOR CERTAIN PURPOSES
81.	Declaration
82.	Representation at Meetings
83.	Signature of Documents
84.	Declarations in the Register
MISCELLANEOUS PROVISIONS
85.	Conflict with the Articles
86.	Amendments

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CODE OF GENERAL BY-LAWS

OF THE COMPANY

enacted in accordance with the provisions of Part IA

of the Companies Act (Quebec)

DEFINITIONS

For the purposes of these By-laws, unless otherwise provided:

“Unanimous Agreement of the Shareholders” means an agreement described in section 123.91 of the Act entered into among all the shareholders of the Company;

“Act” means the Companies Act, R.S.Q. c. C-38, as well as any amendment that may be made thereto and any law that may be substituted therefor;

“Articles” means the articles of incorporation, continuance or amalgamation of the Company, as amended, as the case may be;

“Auditor” means the auditor of the Company and includes an auditing firm.

SITUATION OF HEAD OFFICE AND OFFICES

1.Head Office.  The head office of the Company is situated in the judicial district in the province of Quebec entered in the Articles at such address as the Board of Directors may determine.

2.Offices.  The Company may, in addition to its head office, establish and maintain any other offices and agencies elsewhere within or outside Quebec.

SHAREHOLDERS

3.Annual Meeting.  The annual meeting of the shareholders of the Company shall be held on such date and at such time as may be fixed by the Board of Directors, to receive and consider the financial statements with the report of the Auditor, to elect directors, to appoint an Auditor and to fix or to authorize the Board of Directors to fix his remuneration, and to consider, deal with and dispose of such other business as may lawfully come before the meeting.

The annual meeting of the shareholders shall be held at the head office of the Company or at any other place in the province of Quebec which may be determined by the Board of Directors.  However, an annual meeting of the shareholders may be held outside Quebec, in such place as may be determined by the Board of Directors, if the Articles so provide or, failing any such provision in the Articles, if all shareholders entitled to attend such meeting so consent.

Any annual meeting may also constitute a special meeting to consider, deal with and dispose of any business to be considered, dealt with and disposed of at any special meeting.

4.Special Meetings.  Special meetings or special general meetings of the shareholders may be called at any time as determined by the President or the Board of Directors.

Special meetings or special general meetings of the shareholders shall be held at the head office of the Company or at such other place, within or outside Quebec, as may be determined by the Board of Directors.  However, if directors are to be elected at a special general meeting of the shareholders, such meeting may be held outside Quebec provided that the Articles of the Company so permit or, failing such provisions, that all shareholders entitled to vote thereat so consent.

5.Special General Meeting Called on Demand of Shareholders.  It shall be incumbent upon the directors to call a special general meeting of the shareholders whenever required in writing to do so by the shareholders holding no less than one-tenth (1/10) of the issued shares of the Company of the class or classes that, at the date of the deposit of the requisition, carry the right to vote at the meeting so requested.  The requisition shall indicate the general nature of the business to be transacted at the meeting, which business shall lie within the competence of the general meeting of the shareholders.  If the meeting is not called and held within twenty-one (21) days from the date upon which the requisition for the meeting was deposited at the head office of the Company to the attention of the Secretary, all shareholders, whether or not they signed the requisition, holding not less than one-tenth (1/10) of the issued shares of the Company carrying the right to vote at the meeting requested may themselves convene such special general meeting.

6.Notice of Meetings.  Notice of each annual, special or special general meeting of the shareholders shall be delivered to the shareholders entitled thereto or, at the discretion of the person charged with giving such notice, mailed by ordinary mail or transmitted by facsimile or electronic mail, the whole to the respective addresses, facsimile numbers or electronic-mail addresses of the recipients recorded in the registers of the Company, at least ten (10) days prior to the date fixed for the meeting.  If the address of any shareholder does not appear in the books of the Company, then such notice may be sent to such address as the person sending the notice may consider to be the most likely address at which the notice will reach such shareholder promptly.  Irregularities in the notice or in the giving thereof, including the accidental omission to give notice or the non-receipt of a notice by any of the shareholders, shall not invalidate any proceedings at any such meeting.

A meeting notice shall specify the date, time and place of the meeting.  The notice of any annual meeting may, but need not, specify the purposes of the meeting.  However, the notice of a special general meeting shall specify in general terms any by-laws and the repeal, amendment or re-enactment of any motion to ratify the adoption, repeal, amendment, or re-enactment of a by-law and any business to be transacted thereat.  The notice of any special or special general meeting shall specify in general terms any business to be considered, dealt with and disposed of at such meeting.

No notice of any adjourned meeting need be given.

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The signature on any notice of any meeting may be written, stamped, typewritten, printed or otherwise mechanically reproduced thereon.

A certificate of the Secretary or of any other duly authorized officer of the Company in office at the time of the making of the certificate or of any officer, transfer agent or registrar of transfers of shares of the Company shall be conclusive evidence thereof and may be set up against any shareholder as regards the sending or delivery of a notice of meeting.

7.Waiver of Notice.  A shareholder may waive the notice of a meeting of the shareholders prior to, during or after the holding of such meeting.  His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

8.Chairman.  The President of the Company, or such other person as may from time to time be appointed for the purpose by the Board of Directors, shall preside at meetings of shareholders.

9.Quorum.  One (1) or more persons present in person or represented in accordance with section 10 below and holding not less than fifty percent (50%) plus one of the aggregate number of votes attached to all the voting shares for such meeting shall constitute a quorum at an annual, special or special general meeting of the shareholders, regardless of the actual number of persons physically present.

Should a quorum exist at the commencement of a meeting, the shareholders present or represented may proceed with the business for which it was originally called whether or not the quorum is maintained for the duration of the meeting.

Should no quorum exist at the commencement of a meeting, the shareholders present or represented may, by a majority vote to that effect, adjourn the meeting to another date and place, though they may not proceed with any business.

Should a quorum exist at a meeting so adjourned, said meeting may proceed, failing which, a new meeting shall be convened.

10.Proxy.  Shareholders shall be entitled to vote in person or, if a company, by a representative duly authorized by resolution of the directors or other governing body of such company.  Shareholders shall also be entitled to vote by proxy.

A proxy need not be a shareholder of the Company and may serve as proxy for several shareholders.

The instrument appointing a proxy may be in the following form or in any other appropriate form:

“I/We, the undersigned, being a shareholder of                      hereby nominate, constitute and appoint                      or failing him,                     , my/our attorney, representative and/or proxy with full power and authority to attend, vote and otherwise act for me/us

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in my/our name and on my/our behalf at the annual (or special) general meeting of shareholders of the Company, to be held at                      on the            day of                     , and at any and all adjournments thereof, with full power of substitution, and I/we, the undersigned, hereby revoke all other instruments of proxy given by me/us, the undersigned, which might be used in respect of such meeting and at any and all adjournments thereof.

Given this          day of                           .

(signed)”

Signatures to instruments of proxy need not be witnessed.

The instrument appointing a proxy may also contain instructions pertaining to the vote, which the proxy is required to respect, or be prepared to contemplate all meetings of shareholders generally to be held within a certain period of time, whether or not determined.  If such period is not determined, the proxy shall expire one (1) year after the date of the document.

The Board of Directors may, in the notice of a meeting of shareholders, specify a date and a time limit when instruments of proxy to be used at a meeting must be deposited with the Company or its mandatory; such date and time limits shall not precede the meeting by more than forty-eight (48) hours.

The Board of Directors may also permit details of proxies to be used at or in connection with a meeting and deposited with the Company or its mandatory at a location other than that at which such meeting shall be held to be sent by facsimile to the Secretary of the Company prior to the meeting.  In such case, such proxies, if they are otherwise regular, shall be valid and the votes given under their authority shall be counted.

11.Voting Right.  Subject to the provisions of the articles and the Act, each shareholder shall have as many votes as he has voting shares of the Company.  A shareholder owing arrears on a call on his shares shall not be entitled to vote at the meeting.

12.Decisions Taken by the Majority.  Unless otherwise provided in the Act, all matters submitted to a meeting of shareholders will be decided by a simple majority (50% + 1) of the votes validly cast.

13.Casting Vote.  In the event of an equality in the voting, the meeting chairman will have a casting vote.

14.Vote by a Show of Hands.  Unless a voice vote or a vote by secret ballot is requested, the vote shall be taken by a show of hands.  In such case, the shareholders shall vote by raising their hands, and the number of votes shall be calculated in accordance with the number of raised hands.  A declaration by the meeting chairman that a resolution has been carried, and an entry made in such regard in the minutes of the meeting shall constitute prima facie proof of such fact,

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without any necessity to prove the quantity or the proportion of the votes recorded in favour or against such resolution.  Votes cast by proxy shall not be counted in a vote by a show of hands.

15.Voice Vote.  If the meeting chairman so orders or if another person holding or representing by proxy no fewer than ten percent (10%) of the votes attached to the outstanding voting shares so requests (notwithstanding withdrawal of such request), and if a vote by secret ballot is not requested, a voice vote shall be taken.  In such case, each shareholder or proxy shall verbally declare his name and that of each shareholder for whom he holds a proxy, the number of votes he has and the manner in which he shall cast such votes.  The number of votes so casts shall determine whether or not a resolution is carried.

16.Secret Ballot.  If the meeting chairman so orders or a person holding or representing by proxy no fewer than ten percent (10%) of the issued voting shares so requests, the vote shall be taken by secret ballot.  A request for a vote by secret ballot may be made at any time prior to the adjournment of the meeting, even after the holding of a vote by a show of hands or a voice vote, and such a request may also be withdrawn.  Each shareholder shall remit to the scrutineers one or more ballots, on which he shall enter the manner in which he shall cast the votes he has and, as the case may be, his name and the number of votes he has.  Whether or not a vote by a show of hands or a voice vote has previously been taken on the same matter, the result of a secret ballot shall be deemed to represented the resolution of the meeting in respect thereof.

17.Procedure at Meetings.  The Chairman of any meeting of shareholders shall be responsible for conducting the procedure thereat in all respects, and his decision on any matter, even a matter pertaining to the validity or non-validity of a proxy and the receivability or non-receivability of a motion, shall be final and binding on all the shareholders.

A declaration by the Chairman that a resolution has been carried or not carried, with or without qualification of unanimity, by a particular majority, shall be conclusive evidence of the fact.

At all times during the meeting, the Chairman, of his own initiative or without the assent of the shareholders given by a simple majority, for a valid reason, such as a disturbance or confusion rendering the harmonious and orderly conduct of the meeting impossible, to adjourn the meeting from time to time and no notice of any such adjourned meeting need be given.

Should the meeting chairman fail to carry out his duties loyally, the shareholders may remove him at any time and replace him by another person chosen from among their number.

18.Scrutineers.  The Chairman at any meeting of shareholders may appoint scrutineers (who may but need not be directors, officers, employees, or shareholders of the Company), who shall act in accordance with the directives of the Chairman.

19.Addresses of Shareholders and Subsequent Transferees.  Every shareholder shall furnish to the Company a mailing or electronic address to which all notices intended for such shareholder may be sent to him.  Every person who, by operation of law, transfer or other means whatsoever, shall be entitled to any share, shall be bound by every notice in respect of such share

5

of stock which was given before his name and address were entered on the register to the person whose name appears on the register at the time such notice is given.

20.Signed Resolutions.  A resolution in writing, signed by all the shareholders entitled to vote on that resolution or their representatives at a shareholders’ meeting, shall have the same effect and be as valid as if it had been passed unanimously at a meeting of such shareholders regularly called.  Such a resolution duly signed shall be kept with the minutes of meetings of shareholders.

21.Participation by Telephone.  Shareholders may, if the articles so permit or, failing such permission, if all the shareholders entitled to participate and to vote at such meeting so consent, participate and vote at a meeting using means permitting all participants to communicate orally amongst themselves, in particular, by telephone.  Such shareholders shall then be deemed to have attended the meeting or to constitute the meeting, if all participants so participate in the meeting.  They shall then vote by a voice vote by way of derogation to sections 14 and 16 hereinabove.

BOARD OF DIRECTORS

22.Number.  The Company shall be managed by a Board of Directors composed of the fixed number of directors indicated in its articles.  If the articles establish a minimum and a maximum number of directors, the Board of Directors shall be composed of the fixed number of directors established by by-law passed by the Board of Directors or, failing this, selected by the shareholders within such limits.

23.Eligibility.  Any natural person may be a director, except a minor, a person of full age under tutorship or curatorship, a person declared incapable by a court in another province or in another country, an undischarged bankrupt or a person prohibited by the court from holding the office of director.  Unless otherwise provided in the articles, a director need not be a shareholder.

24.Election and term of office.  Except where a director is appointed to fill a vacancy created during the course of a term in office, or where one or several additional directors are elected, each director shall be elected by a majority of votes at an annual meeting of the shareholders.  Unless he should decease, resign, be removed or no longer qualify during the course of a term in office, each director so elected shall remain in office until the following annual meeting or the election of his successor.

25.Resignation.  A director may resign his office by written notice to the Company.  Reasons need not be given for a resignation.  Unless a subsequent date is stipulated in such notice, the resignation shall take effect on the date of its delivery.

26.Removal.  Unless otherwise provided in the articles of the Company, the shareholders may, by resolution, remove a director, at a special general meeting called for that purpose.  The director concerned shall receive a notice of the place, date and time of the meeting within the same period as the shareholders; he may attend the meeting and be heard thereat or file a written statement destined to be read aloud by the chairman of the meeting in order to explain his reasons for opposing his removal.

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A vacancy created by the removal of a director may be filled by the shareholders at the meeting at which the removal took place; where such is the case, the notice of calling of the meeting shall mention that an election is to be held if the resolution for removal is carried.

Where the holders of a specific class of shares have an exclusive right to elect a director, he may only be removed at a special meeting of such shareholders called for that purpose in the same manner as at a special general meeting of the shareholders of the Company.

The removal of a director, as well as his election, shall be at the discretion of the shareholders.  A director may be removed at any time and such removal need not be based on any particular grounds, whether serious or not.  Neither the Company nor the shareholders voting in favour of the removal shall incur any liability toward the director by the mere fact of his removal, even if there be no grounds therefor.

27.Vacancy.  The office of a director shall become vacant as of the moment his resignation or removal takes effect; likewise, a vacancy shall be created the moment a director is no longer qualified to fulfill his duties in accordance with section 23, or if he should decease.

28.Filling of Vacancies.  If a vacancy occurs in the Board of Directors, the directors then in office shall have the power to appoint for the remainder of the term any other qualified person as a director.  However, the directors may continue to act notwithstanding one or more vacancies provided a quorum exists.

29.Remuneration.  The remuneration to be paid to the directors shall be such as the directors shall determine and such remuneration shall be in addition to the salary or remuneration of any officer, employee or supplier of services of the Company who is also a member of the Board of Directors, unless a resolution states otherwise.  The directors may also be reimbursed for travel and other expenses incurred by them in connection with their duties.

30.General Powers of Directors.  Subject to restrictions in a Unanimous Agreement of the Shareholders, the directors of the Company shall manage and administer the Company and may make or cause to be made for the Company any contract which it may by law enter into. The directors shall exercise all such powers and authority as the Company by statute or by its articles is authorized to exercise and do.  The directors shall always act by resolution.

The directors may, in particular, purchase or dispose of, by purchase, sale, lease, exchange or otherwise, stocks, rights, warrants, options and other securities, buildings and other movable or immovable property or any right or interest therein; for each transaction, they shall fix the consideration and other conditions.

31.Irregularity.  Notwithstanding that it be subsequently discovered that there was some defect in the election of any such Board of Directors or in the election or appointment of a director, or the absence or loss of eligibility thereof, acts regularly done by them shall be as valid and as binding on the Company as if the election had been regular or each person eligible.

32.Borrowing.  The directors may when they deem expedient;

7

(a)borrow money upon the credit of the Company;

(b)issue debentures or other securities of the Company and pledge or sell the same for such sums and at such prices as may be deemed expedient;

(c)hypothecate the immovables and movables or otherwise affect the movable property of the Company;

(d)delegate in whole or in part the powers mentioned hereinabove to one or more officers of the Company, to the extent and in accordance with the terms and conditions set out in the delegation resolution.

This by-law shall be regarded as additional to and not replaced by any borrowing by-law adopted by the Company for banking purposes unless otherwise specifically stipulated in such by-law.

33.Use of Property or Information.  No director may mingle the Company’s property with his own property or use for his own profit or that of a third person any property of the Company or any information he obtains by reason of his duties, unless he is expressly and specifically authorized to do so by the shareholders of the Company.

34.Conflicts of Interest.  Each director shall avoid placing himself in any situation where his personal interest would be in conflict with his obligations as a director of the Company.

He shall promptly declare to the Company any interest he has in an enterprise or other entity that may place him in a situation of conflict of interest and any right he may set up against it, indicating their nature and value, where applicable.  Such declaration of interest shall be recorded in the minutes of the proceedings of the Board of Directors.  A general declaration shall be valid as long as the facts have not changed, and the director need not repeat it for a specific subsequent transaction.

35.Contracts with the Company.  A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the Company’s property or enter into contracts with the Company, to the extent that he immediately informs the Company of such fact, indicating the nature and value of the rights he is acquiring, and that he requests that such fact be recorded in the minutes of the proceedings of the Board of Directors or the written resolution equivalent thereto.

A director who is so interested in an acquisition of property or a contract shall abstain, except if required, from the discussion and voting on the question and, if he votes, his vote shall not be counted.  However, this rule does not apply to questions concerning the remuneration or conditions of employment of the director.

At the request of the President or any director, the interested director shall leave the meeting while the Board of Directors discusses and votes on the acquisition or contract concerned.

Neither the Company nor its shareholders may contest the validity of an acquisition of property or a contract involving the Company on one hand and directly or indirectly a director on

8

the other, for the sole reason that the director is a party thereto or is interested therein, if such director made the declaration mentioned hereinabove immediately and correctly.

MEETINGS OF THE BOARD OF DIRECTORS

36.Calling of Meetings.  Every year, immediately after the annual meeting of the shareholders, a meeting of the new directors present shall be held without further notice if they constitute a quorum, to elect or appoint the officers of the Company and consider, deal with and dispose of any other matter.

Meetings of the Board of Directors may be called by or by order of the Chairman of the Board of Directors, if any, the President of the Company or two (2) directors and may be held anywhere within or outside Quebec.  A notice of each meeting, specifying the place, date and time, shall be sent to each director at his residence or workplace.  The notice shall be sent no less than two (2) days prior to the date fixed for the meeting by ordinary or registered mail or by facsimile or electronic mail.  In the absence of an address for a director, the notice may be sent to the address at which the sender considers that the notice is most likely to reach the director promptly.

The Board of Directors may resolve to hold periodic or fixed meetings of the Board of Directors, with or without notices of meeting, at any place in Quebec or elsewhere.

The purposes for which a meeting of the Board of Directors is called need not be specified.

Any director may waive in writing the notice of a meeting of the Board of Directors before, during or after the holding thereof.  His sole presence is equivalent to a waiver unless he attended the meeting solely to object to the holding of the meeting on the ground that the manner of calling it was irregular.

37.Participation by Telephone.  Directors may, if all are in agreement, participate in a board meeting using means permitting all participants to communicate orally amongst themselves, in particular, by telephone.  A director participating in the meeting by such means shall be deemed to have attended the meeting.  The directors shall then vote by a voice vote, in derogation of section 41 hereinbelow.

38.Quorum.  A majority of the directors in office shall constitute a quorum for a meeting of the Board of Directors.  A quorum shall be present for the entire duration of the meeting.  If the Board of Directors is composed of a sole director, the decision of such director recorded in writing constitutes the meeting.

39.Meeting Chairman and Secretary.  Meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors, if any, or, failing him, by the President of the Company or, failing him, by a Vice-President designated for such purpose by the President.  The Secretary of the Company shall act as secretary of the meetings.  The directors present at a meeting may nevertheless appoint any other person as Chairman or secretary of such meeting.

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40.Procedure.  The meeting chairman ensures that the meeting is conducted smoothly and submits to the Board the motions on which a vote is to be taken and generally conducts the procedure thereat in all respects, in which regard his decision shall be final and binding on all the directors.  Should the meeting chairman fail to submit a motion, any director may submit it himself before the meeting is adjourned or closed and, if such motion lies within the competence of the Board of Directors, the Board of Directors shall consider it.  For such purpose, the agenda of each meeting of the Board of Directors shall be deemed to include a period for the submission of motions by the directors.  Should the meeting chairman fail to carry out his duties loyally, the directors may remove him at any time and replace him by another person.

41.Voting.  Each director shall be entitled to one vote, and all matters shall be decided by the majority of the votes cast.  The vote shall be taken by a show of hands unless the meeting chairman or a director requests a ballot, in which case the vote shall be taken by ballot.  If the vote is taken by ballot, the meeting secretary shall act as scrutineer and count the ballots.  The fact of having voted by ballot shall not deprive a director of the right to express his dissidence in respect of the resolution concerned and to cause such dissidence to be entered.  Voting by proxy shall not be permitted, and the meeting chairman shall have no casting vote in the case of an equality of votes.

42.Signed Resolution.  A written resolution, signed by all the directors, shall be valid and shall have the same effect as if it had been adopted at a meeting of the Board of Directors duly called and held.  Each signed resolution shall be inserted in the register of the minutes of the Company, in accordance with its date, in the same manner as minutes.

OFFICERS

43.Officers.  The officers of the Company shall be the Chairman of the Board, if appointed, the President, and, if elected or appointed, one or more Vice-Presidents, the General Manager, the Comptroller, the Secretary, the Treasurer, and such other officers as the Board of Directors may appoint and whose duties it may determine by resolution.  The officers of the Company shall have the powers, functions and duties prescribed by the Board of Directors, in addition to those specified in the by-laws.  The same person may hold more than one office.  Other than the President, or, if appointed, the Chairman of the Board of Directors, who shall be a director, none of the officers shall be required to be a director or a shareholder of the Company.

The Board of Directors may also appoint other mandataries, officers and servants of the Company within or outside Quebec; the titles, powers, authority, and duties of such persons shall be determined by the Board of Directors.

In case of the absence of an officer or for any other valid reason, the Board of Directors may delegate the powers and authority of such officer to any other officer or to a director of the Company.

If the Board of Directors consists of one (1) director, that director may hold the offices of President, Secretary or of any other officer of the Company.

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44.Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors.

45.President.  The President shall be the principal officer of the Company and, subject to the control of the Board of Directors and the appointment of a General Manager, shall supervise, administer and manage the affairs of the Company generally.  The President shall preside at all meetings of the shareholders and, in the event of the absence, inability or failure of the Chairman of the Board to act, the President shall preside at all meetings of the Board of Directors.

46.Vice-President.  In case of absence, incapacity and failure to act of the President, the Vice-President or, if more than one, the First Vice-President and, failing him, the Second Vice-President and so on, shall assume the powers and duties of the President.  The powers, functions and duties of a Vice-President shall be those which the Board of Directors or the President prescribe.

47.General Manager.  The General Manager shall, subject to the control of the President, manage the operations of the Company generally.  He shall comply with all instructions received from the Board of Directors and shall give to the Board of Directors or the members thereof the information that they require concerning the affairs of the Company.

When the General Manager is also a director, he may be designated as “Managing Director”.

48.Comptroller.  The Comptroller shall, subject to the control of the President, be the chief accounting officer of the Company.  He shall, upon request, render account to the President and the directors of the financial situation of the Company and all its transactions.  He shall be entrusted with and have custody of the books of account.

49.Secretary.  The Secretary shall attend to the preparation and sending of all notices of the Company. He shall act as secretary at all shareholders’ meetings and shall keep the minutes of all meetings of the Board of Directors, the Executive Committee and the shareholders in a book or books to be kept for that purpose.  He shall have charge of the records of the Company including books containing the names and addresses of the members of the Board of Directors of the Company, together with copies of all reports made by the Company and such other books or documents as the directors may prescribe.  He shall be responsible for the keeping and filing of all books, reports, certificates and all other documents required by law to be kept and filed by the Company.  He shall be subject to the control of the President.

50.Treasurer.  Subject to the control of the President, the Treasurer shall have general charge of the finance of the Company.  He shall deposit the money and other valuable effects of the Company in the name and to the credit of the Company in a bank or another deposit institution designated by the Board of Directors.

51.Removal, Discharge and Resignation.  The Board of Directors may, by the affirmative vote of the absolute majority of the Board, remove any officer, with or without cause, at any time, unless the resolution or contract providing for his appointment provides otherwise.  Any mandatary, officer or servant who is not an officer of the Company may be discharged by the

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President or any other officer authorized for such purpose, with or without cause, at any time, unless the contract providing for his appointment stipulates otherwise.

Any officer may resign his office at any time by delivering his resignation in writing to the President or the Secretary of the Company, or at a meeting of the Board of Directors, unless otherwise agreed.

52.Vacancy.  Any vacancy occurring in the office of any officer may be filled by the Board of Directors.

53.Remuneration.  The remuneration of all officers shall be fixed by the Board of Directors.  The remuneration of all other mandataries, officers and servants of the Company shall be fixed by the President or any other officer authorized for such purpose.

EXECUTIVE COMMITTEE

54.Election.  The Board of Directors may, whenever the Board of Directors consists of more than six (6) members, elect from among their number an Executive Committee of no fewer than three (3) members including, ex officio, the Chairman of the Board of Directors or, if not appointed, the President of the Company.

55.Officers, Quorum and Procedure.  The Executive Committee shall have power to appoint officers thereto, to fix its quorum, which quorum shall consist of not less than a majority of its members, and to determine its own procedure.

56.Chairmanship.  Meetings of the Executive Committee shall be chaired by the Chairman of the Board of Directors or, if none is appointed, by the President of the Company.  In his absence, meetings of the Executive Committee shall be chaired by the person whom the members of the Executive Committee present choose amongst themselves.

57.Secretary.  The Secretary of the Company shall act as secretary of the Executive Committee unless some other secretary be appointed by such committee.

58.Powers.  The Executive Committee shall possess the powers and authority of the Board of Directors for the administration of the day-to-day affairs of the Company, except the powers which, by law, must be exercised by the Board of Directors, as well as the powers which the Board of Directors may expressly reserve for itself.

59.Supervisory Power of the Board of Directors.  All acts of the Executive Committee shall be subject to the supervision of the Board of Directors and shall be reported to the Board of Directors when the Board of Directors so directs.  The Board of Directors may invalidate or modify decisions taken by the Executive Committee, provided that the rights of third parties are not affected.

60.Participation by Telephone and Signed Resolutions.  Sections 37 and 42 shall apply, mutatis mutandis, to meetings of the Executive Committee.

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61.Meetings.  Meetings of the Executive Committee may be held at the head office of the Company or at such other place within or outside Quebec as the Executive Committee may determine.

Meetings of the Executive Committee may be called by or by the order of the President or by two members of such committee.

A member of the Executive Committee may waive in writing a notice of a meeting of the Executive Committee, prior to or after the holding of the meeting.  His sole attendance at a meeting is a waiver except where he attends a meeting solely for the purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

62.Remuneration.  The members of the Executive Committee shall be entitled to receive such remuneration for their services as members of the Executive Committee as the Board of Directors may determine.

63.Removal and Filling of Vacancies.  The Board of Directors may from time to time remove any member of the Executive Committee from office.

The Board of Directors may also fill any vacancy which may occur in the membership of the Executive Committee.

INDEMNIFICATION AND EXONERATION

64.Indemnification and Reimbursement of Expenses.  The Company is required to indemnify a director, officer or other mandatary for any prejudice suffered by reason or in respect of the performance of his duties and shall also reimburse him for reasonable expenses incurred for the same purposes, in each case in accordance with the provisions set out hereinbelow.

65.Defence – Prosecution by Third Party.  The Company shall assume the defence of a director, an officer or a mandatary prosecuted by a third party for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless he has committed a grievous offence or a personal offence separable from the exercise of his duties.  In particular, such an offence will include the violation by a director, officer or mandatary of his duties of loyalty and honesty toward the Company, especially by placing himself in a situation of conflict of interest.

Such assumption of defence shall involve the payment or reimbursement of reasonable judicial and extra-judicial costs incurred by the director, officer or other mandatary who is prosecuted by a third party.

The payment of damages shall include the amounts paid to settle an action out of court and any fine imposed.

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66.Expenses – Criminal Proceedings.  However, in a penal or criminal proceeding, the Company shall assume the payment of the expenses of a director, officer or other mandatary only if he had reasonable grounds to believe that his conduct was in compliance with the law, or if he has been freed or acquitted.

67.Prosecution by the Company.  If the Company prosecutes a director, officer or other mandatary for an act or omission in the exercise of his duties, it shall undertake to assume the reasonable judicial and extra-judicial costs reasonably incurred by such director, officer or other mandatary, if it 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 it shall assume.

68.Director of Another Company.  The Company shall indemnify, in the manner set out in sections 64 to 67 hereinabove, any person who acts at its request as a director for another legal person of which it is a shareholder or creditor.

69.Liability Insurance.  The Company may purchase and maintain for the benefit of its directors, officers and other mandataries, as well as their heirs, legatees and assigns, insurance covering their personal liability by reason of the fact that they perform such duties or act as directors of a legal person of which the Company is a shareholder or creditor.  However, such insurance is subject to the exclusions and restrictions imposed by the insurer, and it shall never cover the liability arising from the failure to act honestly and loyally toward the Company, a grievous offence or a personal offence separable from the execution of the duties performed for the Company.

70.Reimbursement of Expenses.  Subject to a contractual agreement specifying or restricting this obligation, the Company is required to reimburse a director, an officer or another mandatary for reasonable and necessary expenses incurred by him in the exercise of his duties, plus interest from the date on which such expenses were paid by him.  Such reimbursement shall be made upon presentation of all relevant vouchers.

CAPITAL STOCK

71.Issue and Stock Options.  Subject to all provisions contained in the articles of the Company or in a Unanimous Agreement of the Shareholders limiting the allocation or issue of shares of the capital stock of the Company, the directors may accept subscriptions for, allot, distribute, issue, in whole or in part, the unissued shares of the Company, grant options thereon or otherwise dispose thereof to any person, enterprise, corporation, company, or legal person, upon the conditions and for the lawful consideration in compliance with the articles of the Company which is determined by the directors, without any requirement to offer such unissued shares to persons who are already shareholders rateably to the shares held by them.

72.Calls.  The directors may at all times request or call upon the shareholders for the payment in whole or in part of an amount still unpaid on shares subscribed or held by them.  The request shall mention that, in the event of non-payment, the shares contemplated by the call shall be liable to forfeiture.  Each shareholder shall pay the call on his shares at the times and places

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fixed by the directors.  Each call shall bear interest at the rate of six percent (6%) per year from the date designated for the payment of such call up to the date on which such payment is actually made.

73.Share Certificates and Share Transfers.  Certificates representing the shares of the capital stock of the Company shall bear the signature of the President or a Vice-President or that of the Secretary or an Assistant Secretary.  Such signatures may be engraved, lithographed or otherwise mechanically reproduced.  Any certificate bearing a facsimile of the signatures of the authorized officers shall be deemed to have been signed manually, notwithstanding the fact that the deemed signatory has since ceased to be an officer of the Company.  It is not necessary to affix the official seal of the Company on a share certificate.

74.Transfer of Shares.  Subject to section 76, the Secretary or another officer entrusted with such duty shall keep at the office of the Company a register of transfers in which shall be recorded the particulars of every transfer of shares of the capital stock of the Company.  The directors may also decide that one or more additional registers of shareholders or transfers shall also be kept in Quebec or elsewhere, in the specified locations and may appoint officers or mandataries to keep them and to record therein transfers of shares of the capital stock of the Company.

No transfer may be made of shares on which arrears are owing following a call.  No transfer of shares whereof the full price has not been paid shall be made without the consent of the directors, and the directors may decline to register a transfer of fully paid shares belonging to a shareholder who is indebted to the Company.  When a share upon which a call is unpaid is transferred, the transferee shall be liable for the call to the same extent and subject to the same remedy for forfeiture of the share, as if he had been the original holder of the share, and the transferor shall also remain liable for the call until it has been paid.

The Company shall not be bound to see to the execution of a trust on any shares.  The receipt by the shareholder in whose name a share is recorded in the books of the Company shall be a valid and appropriate discharge to the Company for any dividend or amount payable in respect of such share, whether or not the trust has been disclosed to the Company, and the Company shall not be bound to inquire about the use of the amount represented by the receipt.

75.Record Date and Closing of Books.  The Board of Directors may fix a date preceding by no more than thirty (30) days the date of payment of a dividend or an allocation of rights, as the record date for the determination of the shareholders entitled to such dividend or such rights; hence, only shareholders recorded on the date so fixed shall be entitled thereto, notwithstanding any transfer of shares on the books of the Company between the record date and the date on which the dividend is paid or the rights allocated.

The Board of Directors may also close the principal and additional registers of transfers for thirty (30) days in one (1) year by giving notice in the manner established by law.

76.Transfer Agents and Registrars.  The Board of Directors may appoint or remove transfer agents and/or registrars of transfers of shares and make by-laws on share transfers and the

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registration of shares.  Any certificate of shares thereafter issued after such appointment shall, on pain of invalidity, be countersigned by one of the transfer agents or one of registrars of transfers.

77.Lost or Destroyed Certificates.  The Board of Directors may, upon conditions it shall establish, direct that one or more new certificates of shares may be issued to replace any certificate or certificates of shares theretofore issued by the Company that have been worn out, lost, stolen, or destroyed, and the Board of Directors, when authorizing the issuance of such new certificate or certificates, may, in its discretion, and as a condition precedent thereto, require the owner of the worn-out, lost, stolen or destroyed certificate or certificates or his legal representatives to give to the Company or transfer agents and to such registrar or registrars as may be authorized or required to countersign such a new certificate, a bond in such sum as it may direct, as indemnity against any claim that may be made against them for or in respect of the shares of stock represented by the certificates alleged to have been worn out, lost, stolen or destroyed.

DIVIDENDS

78.Dividends.  The Board of Directors may, periodically and in compliance with the law, declare and pay dividends to the shareholders, in accordance with their respective rights.

Dividends payable on a share which is not fully paid up shall be reduced in proportion to the amount remaining to be paid.

The Board of Directors may stipulate that a dividend be payable, in whole or in part, in Company stock.  For such purpose, it may authorize the issue of shares of the capital stock of the Company as fully paid up or, with the consent of the recipients of such dividend, partially paid up.

A transfer of shares shall not effect allocation of the rights to the dividends declared thereon as long as the transfer is not recorded.  When two (2) or more persons are recorded as joint holders of one share, each of them may give a valid receipt for any dividend payable or paid on such share.

FISCAL YEAR AND AUDIT

79.Fiscal Year.  The fiscal year of the Company shall be determined by the Board of Directors.

80.Audit.  The shareholders, at each annual meeting, shall appoint an auditor, who shall hold such office until the next annual meeting or until a successor has been appointed, unless he resigns or his position otherwise becomes vacant. At least once in every fiscal year such auditor shall examine the accounts of the Company and any balance sheet laid before the Company at any annual meeting and shall report thereon to the shareholders.  His remuneration shall be fixed by the shareholders or the Board of Directors, if the shareholders so authorize.

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No director or officer of the Company or any person who is affiliated therewith may be appointed as auditor.

In the event of a vacancy in the office of auditor, the Board of Directors may fill the position and appoint thereto a qualified replacement, who shall hold that office until the term expires.

To the extent that the Company has not effected any public distribution of its securities, the shareholders may decide not to appoint an auditor for a fiscal year, by resolution adopted unanimously, including by shareholders who are not otherwise qualified to vote.  The resolution shall be valid only until the next annual meeting.

COMPANY REPRESENTATION FOR CERTAIN PURPOSES

81.Declaration.  The President, the Chairman of the Board of Directors, any Vice-President, the General Manager, Comptroller, Secretary or Treasurer and each of them or, with the authorization of the Board of Directors, any other officer, servant or person shall be authorized and eligible to make answer for the Company to all writs, orders or interrogatories upon articulated facts issued by any court and to declare for and on behalf of the Company any answer to writs of attachment by way of garnishment in which the Company is garnishee and to make all affidavits and sworn declarations in connection therewith or any and all judicial proceedings to which the Company is a party and to make demands for assignment of property or petition for winding-up or receivership orders upon any debtor of the Company and to attend and vote at all meetings of creditors of the Company’s debtors and grant proxies in connection therewith.

82.Representation at Meetings.  The President, the Chairman of the Board of Directors, any Vice-President, the General Manager, Comptroller, Secretary and Treasurer or any one of them or any other officer or person authorized by the Board of Directors shall represent the Company and attend and vote at any and all meetings of shareholders or members of any enterprise, company, legal person, or syndicate in which the Company holds shares or is otherwise interested, and any measure taken or vote cast by them shall be deemed to be the act or vote of the Company.

Two of the following persons acting jointly, namely the President, the Chairman of the Board of Directors, any Vice-President, the General Manager, the Comptroller, the Secretary and the Treasurer acting jointly shall moreover be empowered to authorize any person (whether an officer of the Company or not) to attend, vote and otherwise act at any and all meetings of shareholders or members of any firm, company, corporation, or syndicate in which the Company holds shares or is otherwise interested, and for such purpose shall be empowered to execute and use, for and on behalf and in the name of the Company, an instrument or instruments of proxy in such form and in accordance with such terms as such officers so executing and delivering the same may see fit, including therein but without in any way limiting or restricting the generality of the foregoing, provisions for the appointment of a substitute proxy and the revocation of all instruments of proxy given by the Company prior thereto with respect to a meeting.

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83.Signature of Documents.  Contracts, documents, written acts, including discharges and releases, requiring the signature of the Company may be validly signed by the President alone, or by any two of any Vice-President, the General Manager, the Secretary and the Treasurer acting jointly, and hence be binding on the Company.  The Board of Directors may also designate any other person to sign, alone or in conjunction with one or more other persons, and to deliver on behalf of the Company all contracts, documents and written acts, and such authorization may be given by resolution in general or specific terms.

84.Declarations in the Register.  Declarations to be filed with The Enterprises Registrar in accordance with the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons shall be signed by the President, any director of the Company or any other person authorized for such purpose by resolution of the Board of Directors.  Any director having ceased to hold such office as a result of his resignation, removal or otherwise shall be authorized to sign on behalf of the Company and file an amending declaration to the effect that he has ceased to be a director, from fifteen (15) days after the date of such cessation, unless he receives proof that the Company has filed such a declaration.

MISCELLANEOUS PROVISIONS

85.Conflict with the Articles.  In the event of conflict between the provisions of a by-law and those of the articles, the latter shall prevail.

86.Amendments.  The board of directors shall have the power to repeal or amend any by-law, but any such repeal or amendment will be in force only until the next annual meeting of the shareholders, unless in the interim it is confirmed by a special general meeting of the shareholders called for such purpose.  If such repeal or amendment is not confirmed by the simple majority of the votes of the shareholders of such annual meeting, it will cease, but from such day only, to be in force.

/s/ Eric Laflamme

Eric Laflamme

President

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EX-3.73

Exhibit 3.73

We, the undersigned, all being persons of full age, and at least two -thirds being citizens of the United States, and at least one of us a resident of the State of New York, desiring to form a stock corporation, pursuant to the provisions of the Business Corporation Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose, as follows:-

First.  The name of the proposed corporation is “W. H. Smith Paper Corporation”.

Second.  The purpose for which it is to be formed are the maintaining, conducting and managing in the State of New York and elsewhere the business of purchasing, selling and dealing in any and all kinds of paper, and in all ingredients, products and compounds thereof, and in any and all materials that are now or hereafter might be used in connection with the sale thereof; with the right, in connection with its business, to establish, own and carry on stores for the selling of paper and paper products; to purchase, acquire, hold, sell, and convey in the State of New York and elsewhere, such real estate and personal property as may be necessary or proper in connection with said business and which may not be contrary to law.

Third.  The amount of authorized capital stock of such corporation shall be Twenty-five thousand ($25,000.00) Dollars, divided into Two Hundred and fifty (250) shares of the par value of One hundred ($100.00) Dollars each.  Of the shares authorized One Hundred (100) shares shall be preferred stock and one hundred and fifty (150) shares shall be common stock.

The terms, conditions, limitations and provisions upon which said preferred stock is and shall be issued are these:-

(a)  The holders thereof shall be entitled to receive out of the net profits a fixed minimum dividend at the rate of seven per centum (7%) per annum, to be payable semi-annually before any dividend can be set apart or paid on the common stock for the period elapsed; and the

principal or par value of said preferred stock, with accumulated seven, per cent (7%) dividends shall be paid in full in preference to the common stock, in the event of any liquidation of the corporation, whether through insolvency or the termination of its corporate existence, or otherwise.  The minimum preferred dividends thereon are to be accumulated so that if for any period or periods the same cannot safely be paid or may not be paid, the right thereto shall accumulate as against the common stock and all arrears thereof so accumulated must be paid before dividends can be commenced or resumed on the common stock.

(b)  In any calendar year or half year, after payment of dividends at the rate of seven per centum (7%) per annum on the preferred stock, the holders of common stock shall be entitled to the profits distributed as dividends up to seven per centum (7%) per annum on their stock.  In any calendar year when dividends, aggregating seven per cent (7%), shall have been paid on the common stock, if it be desired by the directors to pay out any profits in further dividends, the same shall be distributed pro rata between the common and the preferred stocks.

(c)  The holders of preferred stock are and shall be excluded from voting at any election of directors, or upon the adoption of or any amendment to the By-Laws of the Corporation, or upon any questions affecting or relating to the management of the internal affairs of the Corporation.

Fourth.  The amount of the capital            , with which said Corporation shall begin business is Twelve thousand, two hundred ($12,200.00) Dollars.

Fifth.  Its principal business office is to be located in the City of Albany, County of Albany, and State of New York.

Sixth.  Its duration is to be perpetual.

Seventh.  The number of its directors is to be three.

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Eighth.  The names and post-office addresses of the directors for the first year are as follows:-

Names	Post-Office Addresses.
William H. Smith	#49 Matilda Street, Albany, N.Y.
Walter MacMurray	#135 Hamilton Street, Albany, N.Y.
Raymond F. Delahant	#452A Hudson Avenue, Albany, N.Y.

Ninth.  The names and post-office addresses of the subscribers to the certificate and a statement of the number of shares of stock, which each agrees to take in the corporation, are as follows:-

Names	Post-Office Addresses	Shares
William H. Smith	#49 Matilda Street, Albany, N.Y.	101—common
Walter MacMurray	#135 Hamilton Street, Albany, N.Y.	20—common
Raymond F. Delahant	#452A Hudson Avenue, Albany, N.Y.	1—common

IN WITNESS WHEREOF, We have hereunto made, signed, and acknowledged and filed this certificate in duplicate.

Dated, this sixth day of August, 1919.
		/s/ William H. Smith
		/s/ Walter MacMurray
		/s/ Raymond F. Delahant
STATE OF NEW YORK	)
	)SS:
CITY & COUNTY OF ALBANY	)

On this 6th day of August, 1919, before me, the subscriber, personally came William H. Smith, Walter MacMurray and Raymond F. Delahant, to me known and known to me to be the same persons mentioned in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same.

Notary Public

Albany Co. N.Y.

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CERTIFICATE OF INCREASE OF CAPITAL STOCK

OF

“W. H. SMITH PAPER CORPORATION”

We, the undersigned, William H. Smith, Chairman, and Edwin H. Hourigan, Secretary, respectively, of a special meeting of the stockholders of W. H. Smith Paper Corporation, a domestic stock corporation, held for the purpose of increasing its capital stock, DO HEREBY CERTIFY:

That prior to such meeting a Notice stating the time, place and object thereof and the amount of the increase proposed, signed by the President and the Secretary was published once a week for at least two successive weeks in the Albany Evening Journal, a daily newspaper published in the county where the principal office of such corporation is located.

That the following is a true copy of such notice:-

Notice to Stockholder
- -of-
W. H. Smith Paper Corporation

Notice is hereby given, that a Special Meeting of the stockholders of W. H. Smith Paper Corporation will be held on the 26th day of April, 1923, at two o’clock in the afternoon at the office of said corporation at No.121 Hudson Avenue in the City of Albany, N.Y., for the following purposes:-

1.-            To vote upon a proposition to increase the capital stock of said corporation from $25,000, now consisting of 100 shares of preferred stock of the par value of $100. each and 150 shares of common stock of the par value of $100. each to $100,000, to consist of 500 shares of preferred stock of the par value of $100. each and 500 shares of common stock of the par value of $100. each.

2.-            To vote on a proposition providing that each stockholder now owning preferred stock of said corporation may within thirty days from the time when same shall have been duly authorized, subscribe at par for four additional shares of the preferred stock of said corporation for each one share now owned by him and that each stockholder owning common stock of said corporation may within the same period subscribe at par for two additional shares of such increased common stock for each one share now owned by him.

3.-            To vote on a proposed amendment to Section 1 of the By-Laws of said corporation, which amendment provides for holding the annual meeting of the stockholders of this corporation on the third Wednesday in July in each year at two o’clock in the afternoon instead of at the time in said section now provided.

Dated, Albany, N.Y., April 11th, 1923.
		W. H. Smith,
			President.
E. H. Hourigan,
	Secretary.

That a copy of such Notice was also duly mailed, postage prepaid to each stockholder of such corporation at his last known post-office address at least two weeks before the meeting.

That at the time and place specified in such Notice, stockholders appeared in person or by proxy, in numbers representing at least two-thirds of all the shares of stock of such corporation and organized said meeting by choosing from their number the undersigned William H. Smith who is President of said corporation for Chairman and Edwin H. Hourigan who is the Secretary of said corporation, as Secretary of this meeting.

That the notice of the meeting and proof of the proper publication and mailing thereof to stockholders was presented.

That upon motion a vote was then taken of those present in person or by proxy on the following resolution:-

RESOLVED, that the capital stock of W. H. Smith Paper Corporation be increased from the present amount thereof, to wit:  $25,000. consisting of 100 shares of preferred stock of the par value of $100. each and 150 shares of common stock of the par value of $100. each; to $100,000, to consist of 500 shares of preferred stock of the par value of $100. each and 100 shares of common stock of the par value of $100. each; preferred stock to have the same preferences and be subject to the same limitations and restrictions as provided in the original certificate of incorporation of this company.

RESOLVED FURTHER that such stockholders now owning preferred stock of said corporation may within thirty days from the time when same shall have been duly authorized, subscribe at par for four additional shares of the preferred stock of said corporation for each one share now owned by him; and that each stockholder owning common stock of said

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corporation may within the same period subscribe at par for two additional shares of such increased common stock for each one shares now owned by him.

RESOLVED FURTHER that the Chairman and Secretary of this meeting be and they hereby are authorized and directed to make, sign, verify and acknowledge the certificates of the proceedings required by statute and cause one of such certificates to be filed and recorded in the office of the Clerk of the County of Albany and a duplicate thereof in the office of the Secretary of State, and to do all acts and things that may be necessary to comply with the provisions of law applicable to and regulating such increase of capital stock.

That the stockholders owning one hundred thirty-two shares of common stock and eighty-three shares of preferred stock being at least two thirds of all the stock of said corporation and likewise two-thirds of the preferred stock and two-thirds of the common stock voted in favor of such resolution; and no stockholders at said meeting voted against its adoption.

That a sufficient number of votes having been cast in favor of such increase of capital stock, such resolution was declared duly adopted.

That the amount of the capital stock of said corporation heretofore authorized is $10,000, preferred stock all of which has been issued; and $15,000. common stock of which $13,200 has been issued; and that the amount of the capital stock as now authorized by this increase is $50,000. preferred stock and $50,000. common stock.

IN WITNESS WHEREOF, We have made, signed, verified and acknowledged this certificate in duplicate.

Dated, Albany, N.Y., this 26th day of April, 1923.

	/s/ William H. Smith
	Chairman.
/s/ Edwin H. Hourigan
Secretary.

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STATE OF NEW YORK	)
	) ss.
County of Albany.	)

William H. Smith, Chairman and Edwin H. Hourigan, Secretary, respectively, of the aforesaid meeting, being severally duly sworn, did depose and say and each for himself deposes and says that he has read the foregoing certificate subscribed by him and knows its contents and that the same is true.

Severally sworn to before	)
	)	/s/ William H. Smith
me this 26th day of April, 1923.	)	/s/ Edwin H. Hourigan

Notary Public

STATE OF NEW YORK	)
	) ss.
City & County of Albany.	)

On this 26th day of April, 1923, before me, the subscriber, personally appeared William H. Smith and Edwin H. Hourigan, to me known and known to me to be the same persons described in, and who executed the foregoing instrument, and they severally acknowledged to me that they executed the same.

Notary Public

4

CERTIFICATE OF DESIGNATION

OF

W. H. SMITH PAPER CORPORATION
(Exact name of Corporation)

The undersigned business corporation hereby certifies pursuant to section 24 of the Stock Corporation Law:

That it hereby designates the Secretary of State of the State of New York as its agent upon whom process in any action or proceeding against it may be served within the State of New York.

That the address to which the Secretary of State shall mail a copy of any process against the corporation which may

be served upon him pursuant to law is,	121 Hudson Avenue,
		Albany, New York.
		(Street and Number)
		(City, Village or Town)
		(State)

In Witness Whereof, such corporation has caused this certificate to be executed in its

corporate name and under its corporate seal, by	William H. Smith,
	(Name of officer)
its	President.
(Here insert title of officer; either president, vice-president, secretary or treasurer)

(Affix
Corporate Seal
Here)	W. H. Smith Paper corporation
	(Have exact corporate name typed here)
	By	/s/ William H. Smith
	(Signature of officer)		President.

STATE OF NEW YORK	)
	} ss.:
COUNTY OF ALBANY	)

On this 28th day of January 1935, before me personally appeared William H. Smith, to me personally known and known to me to be the person described in and who executed the foregoing certificate, and he thereupon acknowledged to me that he executed the same for the uses and purposes therein mentioned.

Notary Public
County of	Albany.

NOTE:  If the foregoing acknowledgement is taken without the State of New York, the signature of the Notary Public should be authenticated by a certificate of the clerk of the county in which such notary has power to act, or other proper officer.

This certificate is to be forwarded to the Corporation Division, Department of State, Albany, N.Y., accompanied by $2.00 in payment of the filing fee.

CERTIFICATE OF INCREASE OF CAPITAL STOCK AND NUMBER OF
SHARES OF W. H. SMITH PAPER CORPORATION AND CLASSIFICATION
AND RE-CLASSIFICATION OF SHARES, PURSUANT TO SECTION
THIRTY-SIX OF THE STOCK CORPORATION LAW.

We, the undersigned, being the President and the Secretary, respectively, of W. H. Smith Paper Corporation, do hereby certify as follows:

1.  The name of the corporation is W. H. Smith Paper Corporation.

2.  The certificate of incorporation of said corporation was filed in the office of the Secretary of State on August 7th, 1919.

3.  The total amount of previously authorized capital stock is One Hundred Thousand ($100,000.00) Dollars.

4.  The total number of shares which the corporation is already authorized to issue is One Thousand (1000), all of the par value of One Hundred ($100.00) Dollars each.

5.  The shares already authorized are classified as follows:  Preferred, Five Hundred (500) shares; common Five Hundred (500) shares.

The designations, preferences, privileges and voting powers, or restrictions or qualifications of the shares already authorized are as follows:

The holders of Preferred stock are entitled to receive out of the net profits a fixed minimum dividend at the rate of Seven (7%) per centum per annum, payable semi-annually before any dividend can be set apart or paid on common stock for the period elapsed; the principal or par value of said Preferred stock, with accumulated Seven (7%) per cent dividends shall be paid in full in preference to the common stock in the event of any liquidation of the corporation, whether through insolvency or the termination of the corporate existence, or otherwise.  The minimum preferred dividends thereon are to be accumulated so that if for any period or periods the same cannot safely be paid or may

not be paid, the right thereto shall accumulate as against the common stock, and all arrears thereof, so accumulated must be paid before dividends can be commenced or resumed on the common stock.

In any calendar year or half year, after payment of dividends at the rate of Seven (7%) per centum per annum on the preferred stock, the holders of common stock shall be entitled to the profits distributed as dividends up to Seven (7%) per centum per annum on their stock.  In any calendar year when dividends, aggregating Seven (7%) per cent, shall have been paid on the common stock, if it be desired by the directors to pay out any profits in further dividends, the same shall be distributed pro rata between the common and preferred stocks.

The holders of preferred stock are and shall be excluded from voting at any election of directors, or upon the adoption of or any amendment to the By-laws of the Corporation or upon any questions affecting or relating to the management of the internal affairs of the Corporation.

6.  The number of shares of each class issued and outstanding is:  Preferred, 488 shares; common, 474 shares.

7.  The amount to which the capital stock is hereby increased is Two Hundred Thousand ($200,000.00) Dollars.

8.  The number of shares is also hereby increased from One Thousand (1000) to Two Thousand (2000) all of the par value of One Hundred ($100.00) Dollars each, being the same par value as the shares heretofore authorized.

9.  The total number of shares, including those previously authorized, which the corporation may henceforth have, is Two Thousand (2000), all of which, as heretofore, are to be

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of the par value of One Hundred ($100.00) Dollars each.  Of such shares Five Hundred (500) shall be common, Five Hundred (500) shall be preferred and One Thousand (1000) shall be second preferred.

10.  The designations, preferences, privileges and voting powers, or restrictions or qualifications of each class of shares shall be as follows:

The holders of Preferred stock shall be entitled to a fixed minimum dividend at the rate of Seven (7%) per centum per annum, payable semi-annually before any dividend can be set apart or paid on the second preferred stock and/or the common stock for the period elapsed; the principal or par value of said preferred stock, with accumulated Seven (7%) per cent dividends shall be paid in full in preference to the second preferred stock and the common stock, in the event of any liquidation of the corporation, whether through insolvency or the termination of the corporate existence, or otherwise.  The minimum preferred dividends thereon are to be accumulated so that if for any period or periods the same cannot safely be paid or may not be paid, the right thereto shall accumulate as against the second preferred stock and the common stock, and all arrears thereof so accumulated must be paid before dividends can be commenced or resumed on the second preferred stock and/or the common stock.  Such preferred stock shall not, however, be entitled to participate in any other or additional earnings or profits of the corporations.

The holders of Preferred stock are and shall be excluded from voting at any election of directors or at any other meeting of stockholders, nor shall the holders of such shares be entitled to vote in a proceeding for mortgaging the property and franchises of the corporation, pursuant to section 16 of the Stock Corporation Law, for guaranteeing

3

the bonds of another corporation pursuant to section 19 of said law, for increasing the capital stock and number of shares or for establishing priorities or creating preferences among the several classes of stock pursuant to section 36 of said law, for an extraordinary meeting of stockholder pursuant to section 52 of said law, for sale of the franchises and property pursuant to section 20 of said law, for consolidation pursuant to sections 86 and 91 of said law, for voluntary dissolution pursuant to section 105 of said law, or for change of name pursuant to the General Corporation Law, or upon any question affecting or relating to the management of the internal affairs of the corporation.

The holders of Second Preferred stock shall be entitled to such dividends only, at a rate not exceeding Two (2%) per centum per annum, as the Board of Directors may, in their discretion, from time to time, declare on said stock.  Such dividends when and if declared, shall not be cumulative, and may be declared only from surplus of the corporation remaining after providing for the payment of the full dividends on the Preferred stock for the period elapsed, when and as such surplus shall have been determined by the Board of Directors.

Such Second Preferred stock shall, with respect to dividends, have no priority or preference over the common stock and the Board of Directors may declare dividends on the common stock without the prior or subsequent declaration of dividends on the Second Preferred stock.

In the event of any liquidation of the corporation, whether through insolvency or the termination of its corporate existence or otherwise, but only after the payment of the principal or par value of the Preferred stock with accumulated Seven (7%) per centum

4

dividends thereon, the principal or par value of the Second Preferred stock shall be paid in full in preference to the common stock.

The holders of Second Preferred stock are and shall be excluded from voting at any election of directors, or at any other meeting of stockholders, nor shall the holders of such shares be entitled to vote in a proceeding for mortgaging the property and franchises of the corporation, pursuant to section 16 of the Stock Corporation Law, for guaranteeing the bonds of another corporation pursuant to section 19 of said law, for increasing the capital stock and number of shares or for establishing priorities or creating preferences among the several classes of stock pursuant to section 36 of said law, for an extraordinary meeting of stockholders pursuant to section 52 of said law, for sale of the franchises and property pursuant to section 20 of said law, for consolidation pursuant to sections 86 and 91 of said law, for voluntary dissolution pursuant to section 105 of said law, or for change of name pursuant to the General Corporation law, or upon any question affecting or relating to the management of the internal affairs of the corporation.

The Common stock shall be subject to the prior rights of holders of all classes of preferred stock at any time outstanding according to the preferences thereof as hereinbefore set forth.  The holders of common stock shall have and enjoy to the exclusion of the Preferred stock and Second Preferred stock every right, advantage, benefit and privilege and every interest and participation in profits, property, distribution and management save such as are hereinbefore expressly reserved to the holders of the Preferred and Second Preferred stock.

5

IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate, this 21 day of January, 1935.

/s/ William H. Smith
	President.
/s/ Edwin Hourigan
	Secretary.

STATE OF NEW YORK	:
	SS:
CITY & COUNTY OF ALBANY	:

On this 21st day of January 1935 before me personally came WILLIAM H. SMITH and EDWIN HOURIGAN, to me known and known to me to be the same persons described in and who executed the foregoing certificate and they severally acknowledged to me that they executed the same.

Notary Public

Albany County, NY

STATE OF NEW YORK	:
	SS:
CITY & COUNTY OF ALBANY	:

WILLIAM H. SMITH and EDWIN HOURIGAN being severally duly sworn, do depose and say, and each for himself deposes and says, that he, the said WILLIAM H. SMITH is the President of W. H. Smith Paper Corporation and he, the said EDWIN HOURIGAN is the Secretary thereof, that they have been authorized to execute and file the foregoing certificate by the votes cast in person or by proxy, of the holders of records of two-thirds of the outstanding shares of the corporation entitled to vote on an increase of capital stock and number of shares, and that they have also been authorized to execute and file the foregoing certificate by the votes cast in person or by proxy, of the holders of record of two-thirds of the outstanding shares

6

entitled to vote thereon of each class of outstanding shares the preferences of which are altered by said certificate, and that such votes were cast at a stockholder’s meeting held at No. 121 Hudson Avenue, in the City of Albany, State of New York, on the 21st day of January, 1935, at ten (10) o’clock A. M., upon notice pursuant to section Forty-five of the Stock Corporation Law.

/s/ William H. Smith

/s/ Edwin Hourigan

Sworn to before me, this

21st day of January, 1935.

Notary Public, Albany County, NY

7

CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION OF W. H. SMITH PAPER
CORPORATION PURSUANT TO SECTION THIRTY-
SIX OF THE STOCK CORPORATION LAW.

We, the undersigned, being the President and the Secretary, respectively, of W. H. SMITH PAPER CORPORATION, do hereby certify as follows:

FIRST:  The name of the corporation is W. H. SMITH PAPER CORPORATION.

SECOND:  The certificate of incorporation of said corporation was filed in the office of the Secretary of State on August 7, 1919.

THIRD:  A certificate of increase of capital stock and number of shares and classification and re-classification of shares pursuant to Section Thirty-six of the Stock Corporation Law was filed in the office of the Secretary of State on January 23, 1935, whereby the amount of authorized capital stock was increased from One hundred thousand ($100,000.00) Dollars to Two hundred thousand ($200,000.00) Dollars, the total authorized shares increased from One thousand (1,000) to Two thousand (2,000) all of a par value of One hundred ($100.00) Dollars each, divided into Five hundred (500) shares of common, Five hundred (500) shares of Preferred and One thousand (1,000) shares of Second Preferred.

FOURTH:  The Certificate of Incorporation filed on August 7, 1919 as aforesaid, as amended by the Certificate of Increase of capital stock and number of shares and classification and re-classification of shares filed on January 23, 1935, as aforesaid, is hereby further amended to effect one or more of the changes authorized, to wit:  To change the number of its authorized shares and to increase the amount of the capital stock of the corporation in conformity therewith.

FIFTH:  The Certificate of Incorporation as amended by paragraph “7” of the Certificate of Increase of Capital Stock and Number of Shares and Classification and Re-classification of

Shares filed in the office of the Secretary of State on January 23, 1935 which now reads as follows:

“7.  The amount to which the capital stock is hereby increased is Two hundred thousand ($200,000.00) Dollars.”

is amended to read as follows:

“7.  The amount to which the capital stock is hereby increased is Three hundred thousand ($300,000.00) Dollars.”

SIXTH:  The said Certificate of Incorporation as amended by paragraph “8” of the said Certificate of Increase of Capital Stock and Number of Shares and Classification and Re-classification of Shares which now reads as follows:

“8.  The number of shares is also hereby increased from One thousand (1,000) to Two thousand (2,000) all of the par value of One hundred ($100.00) Dollars each, being the same par value as the shares heretofore authorized.”

is amended to read as follows:

“8.  The number of shares is hereby increased from Two thousand (2,000) to Three thousand (3,000) all of the par value of One hundred ($100.00) Dollars each, being the same par value as the shares heretofore authorized.”

SEVENTH:  The said Certificate of Incorporation as amended by paragraph “9” of the said Certificate of Increase of Capital Stock and Number of Shares and Classification and Re-classification of Shares which now reads as follows:

“9.  The total number of shares, including those previously authorized, which the corporation may henceforth have, is Two thousand (2,000), all of which, as heretofore, are to be of the par value of One hundred ($100.00) Dollars each.  Of such shares Five

2

hundred (500) shall be common, Five hundred (500) shall be preferred and One thousand (1,000) shall be second preferred.”

is amended to read as follows:

“9.  The total number of shares, including those previously authorized, which the corporation may henceforth have, is Three thousand (3,000), all of which, as heretofore, are to be of the par value of One hundred ($100.00) Dollars each.  Of such shares Five hundred (500) shall be common, One thousand five hundred (1,500) shall be preferred and One thousand (1,000) shall be second preferred.”

EIGHTH:  No shares are eliminated.  The respective designations, preferences, privileges and voting powers or restrictions or qualifications of each class of stock are to remain as heretofore.

IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate this 29th day of November, 1950.

/s/ William H. Smith

President

/s/ Edwin Hourigan

Secretary

STATE OF NEW YORK	:
COUNTY OF ALBANY	: ss:
CITY OF ALBANY	:

On this 29th day of November 1950, before me personally came WILLIAM H. SMITH and EDWIN HOURIGAN, to me known and known to me to be the same persons described in and who executed the foregoing certificate and they severally acknowledged to me that they executed the same.

Notary Public

3

STATE OF NEW YORK	:
COUNTY OF ALBANY	: ss:
CITY OF ALBANY	:

WILLIAM H. SMITH and EDWIN HOURIGAN, being severally duly sworn, do depose and say, and each for himself deposes and says, that he, the said WILLIAM H. SMITH, is the President, and he, the said EDWIN HOURIGAN, is the Secretary of W. H. SMITH PAPER CORPORATION; that they have been duly authorized to execute and file the foregoing certificate of amendment of the certificate of incorporation of W. H. SMITH PAPER CORPORATION by votes, cast in person or by proxy, of the holders of record of two-thirds of the outstanding shares entitled to vote at the stockholders’ meeting at which such votes were cast, with relation to the proceedings provided for in the foregoing certificate; and that neither the certificate of incorporation nor any other certificate filed pursuant to law requires a larger proportion of votes; that they have also been authorized to execute and file the said certificate by the votes, cast in person or by proxy, of the holders of record of two-thirds of the outstanding shares of each class of stock which will be adversely affected by the proceedings provided for in the said certificate and which were entitled to vote at the stockholder’s meeting at which such votes were cast with relation to such proceedings; and that neither the certificate of incorporation, nor any other certificate filed pursuant to law, requires a larger proportion of votes.

4

That such votes were cast in person or by proxy at a stockholder’s meeting of said corporation duly called and held at No. 121 Hudson Avenue, Albany, New York, on the 29th day of November 1950, at ten (10) o’clock A. M. upon notice duly given pursuant to Section 45 of the Stock Corporation Law.

Sworn to before me, this 29th	/s/ William H. Smith
day of November 1950.
	/s/ Edwin Hourigan

STATE OF NEW YORK	:
	: ss:
CITY & COUNTY OF ALBANY	:

WILLIAM H. SMITH and WILLIAM M. McCREDIE, being duly sworn, depose and say and each for himself deposes and says, that he, WILLIAM H. SMITH, is the President of W. H. SMITH PAPER CORPORATION, and he, WILLIAM M. McCREDIE, is the Treasurer thereof; that the number of additional shares which the corporation is authorized to issue by virtue of the foregoing certificate of amendment is One thousand (1000) shares all with a par value of One hundred ($100.) Dollars each.

Sworn to before me this	/s/ William H. Smith
29th day of November 1950.
	/s/ William M. McCredie

Notary Public

5

RESTATED CERTIFICATE OF INCORPORATION OF

W. H. SMITH PAPER CORPORATION

Pursuant to Section 807 of the Business Corporation Law

We, the undersigned, being the President and Secretary, respectively, of W. H. Smith Paper Corporation, do hereby certify:

1.             The name of the Corporation is W. H. SMITH PAPER CORPORATION.

2.             The Certificate of Incorporation of W. H. Smith Paper Corporation was filed by the Department of State on the 7th day of August, 1919.

3.             The Certificate of Incorporation, as heretofore previously amended, is hereby further amended to effect the following changes authorized in Section 801 of the Business Corporation Law:

(a)           To change the post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him, as set forth in Paragraph “FOURTH” of the Restated Certificate of Incorporation hereinafter set forth.

(b)           To change the presently authorized 500 shares of common stock, having a par value of $100.00 each, into 50,000 shares of common stock having a par value of $1.00 each.  Of the presently authorized 500 shares of common stock:  19 shares have never been issued; 122 shares are held by the Corporation as treasury stock; and 359 shares are outstanding.  The said presently authorized 19 shares are hereby changed to 1900 shares of common stock having a par value of $1.00 each, the said presently authorized 122 shares are hereby changed to 12,200 shares of common stock having a par value of $1.00 each; and the said presently authorized 359 shares are hereby changed to 35,900 shares of common stock having a par value of $1.00 each at the rate of 100 to 1.

(c)           To change the presently authorized 1500 shares of first preferred stock, having a par value of $100.00 each, into 150,000 shares of common stock having a par value of $1.00 each.  Of the presently authorized 1500 shares of first preferred stock:  1460 shares are held by the Corporation as treasury stock; and 40 shares are outstanding.  The said presently authorized 1460 shares are hereby changed to 146,000 shares of common stock having a par value of $1.00 each; and the said presently authorized 40 shares are hereby changed to 4000 shares of common stock having a par value of $1.00 each at the rate of 100 to 1.

(d)           To change the presently authorized 1,000 shares of second preferred stock, having a par value of $100.00 each, into 100,000 shares of common stock having a par value of $1.00 each.  Of the presently authorized 1,000 shares of second preferred stock:  531 shares have never been issued; and 469 shares are held by the Corporation as treasury stock.  The said presently authorized 531 shares are hereby changed into 53,100 shares of common stock having a par value of $1.00 each; and the said presently authorized 469 shares are hereby changed into 46,900 shares of common stock having a par value of $1.00 each.

(e)           To eliminate the provisions concerning the rights, preferences and limitations of the said first preferred stock and the said second preferred stock.

(f)            To delete Article “FOURTH” relating to the initial amount of capital with which the Corporation began business.

(g)           To amend Article “SEVENTH” to change the number of directors of the Corporation from three (3) to not less than three (3) nor more than nine (9).

(h)           To delete Article “EIGHTH” relating to the names and addresses of the initial directors of the Corporation.

2

(i)            To delete Article “NINTH” relating to the names and addresses of the initial subscribers of stock in the Corporation.

4.             The Certificate of Incorporation, as heretofore amended, is hereby restated to set forth its entire text as further amended by this document, viz:

“FIRST:  The name of the Corporation is “W. H. SMITH PAPER CORPORATION”.

SECOND:  The purposes for which it is formed are the maintaining, conducting and managing in the State of New York and elsewhere, the business of purchasing, selling and dealing in any and all kinds of paper, and in all ingredients, products and compounds thereof, and in any and all materials that are now or hereafter might be used in connection with the sale thereof; with the right, in connection with its business, to establish, own and carry on stores for the selling of paper and paper products; to purchase, acquire, hold, sell and convey in the State of New York, and elsewhere, such real estate and personal property as may be necessary or proper in connection with said business, and which may not be contrary to law.

THIRD:  The aggregate number of shares which the Corporation shall have authority to issue is three hundred thousand (300,000) shares of common stock, each having a par value of One Dollar ($1.00).

FOURTH:  The Secretary of State is hereby designated as the agent of the Corporation upon whom service in any action or proceeding against it may be served.  The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him, is P.O. Box 1290, Albany, New York  12201.

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FIFTH:  The principal office of the Corporation is to be located in the City of Albany, County of Albany and State of New York.

SIXTH:  The duration of the Corporation is to be perpetual.

SEVENTH:  The number of directors of the Corporation is to be not less than three (3) nor more than nine (9), to be determined by the Board of Directors from time to time.”

5.             The foregoing amendment and restatement of the Certificate of Incorporation was authorized by the affirmative vote of more than two-thirds (2/3) of the shares of stock eligible to vote thereon, and by the affirmative vote of the holders of more than two-thirds (2/3) of all outstanding shares of each class of stock of which there are shares outstanding.

IN WITNESS WHEREOF, we have signed this Certificate this 19th day of May, 1981.

/s/ Merle B. Smith

President Merle B. Smith

/s/ John C. Selig

Secretary John C. Selig

STATE OF NEW YORK	)
	) ss.:
COUNTY OF ALBANY	)

MERLE B. SMITH, being sworn, deposes and says, that he is one of the persons described in and who executed the foregoing certificate, that he has read the same and knows the contents thereof, and the the statements contained therein are true.

	/s/ Merle B. Smith
Sworn to before me, this
19th day of May, 1981.
/s/ Albert A. Manning
Notary Public

4

CERTIFICATE OF MERGER

OF

CONTRACTUAL SALES CORP.

INTO

W.H. SMITH PAPER CORPORATION

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

W.H. SMITH PAPER CORPORATION, a domestic corporation duly organized and existing under and by virtue of the laws of the State of New York, said W.H. SMITH PAPER CORPORATION owning one hundred percent of the outstanding shares of each class of CONTRACTUAL SALES CORP., another domestic corporation duly organized and existing under and by virtue of the laws of the State of New York, does hereby certify and set forth:

(1)  The name of the subsidiary corporation to be merged is CONTRACTUAL SALES CORP.

The name under which the subsidiary corporation was formed is PAPER & PLASTIC SUPPLIES, INC.

(2)  The name of the surviving corporation is W.H. SMITH PAPER CORPORATION.

(3)  The designation and number of outstanding shares of each class of CONTRACTUAL SALES CORP. and the number of such shares of each class owned by W.H. SMITH PAPER CORPORATION is as follows:

Designation of Outstanding Shares	Number of Outstanding Shares	Number of Outstanding Shares Owned by Surviving Corporation
Common	84	84

(4)  The date when the certificate of incorporation of CONTRACTUAL SALES CORP., (formerly PAPER & PLASTIC SUPPLIES, INC.), was filed by the Department of State is the 23rd day of February, 1966.

The date when the certificate of incorporation of W.H. SMITH PAPER CORPORATION was filed by the Department of State is the 7th day of August, 1919.

(5)  The plan of merger has been adopted by the board of directors of W.H. SMITH PAPER CORPORATION, the surviving corporation.

IN WITNESS WHEREOF, the undersigned have executed and signed this certificate this 1st day of November, 1984.

W.H. SMITH PAPER CORPORATION
By:	/s/ Terry Pitchford
	Terry Pitchford
	President
By:	/s/ John C. Selig
	John C. Selig
	Secretary
CONTRACTUAL SALES CORP.
By:	/s/ John C. Selig
	John C. Selig
	President
By:	/s/ Richard W. Powell
	Richard W. Powell
	Secretary

2

STATE OF NEW YORK	)
	) ss.:
COUNTY OF ALBANY	)

RICHARD W. POWELL, being sworn, deposes and says, that he is one of the persons described in and who executed the foregoing certificate, namely, the Secretary of CONTRACTUAL SALES CORP.; that he has read the same and knows the contents thereof, and the statements contained therein are true.

/s/ Richard W. Powell

Richard W. Powell

Sworn to before me this

1st day of November, 1984.

/s/ Albert A. Manning

Albert A. Manning

STATE OF NEW YORK	)
	) ss.:
COUNTY OF ALBANY	)

JOHN C. SELIG, being sworn, deposes and says, that he is one of the persons described in and who executed the foregoing certificate, namely, the Secretary of W.H. SMITH PAPER CORPORATION; that he has read the same and knows the contents thereof, and the statements contained therein are true.

/s/ John C. Selig

John C. Selig

Sworn to before me, this

1st day of November, 1984.

/s/ Albert A. Manning

Notary Public

3

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

W. H. SMITH PAPER CORPORATION

Under Section 805 of the Business Corporation Law

WE, the undersigned, hereby certify that:

1.             The name of the Corporation is W. H. Smith Paper Corporation.

2.             The Certificate of Incorporation was filed by the Department of State of the State of New York on August 7, 1919.

3.             The Certificate of Incorporation is hereby amended to change the name of the Corporation to Select Papers, Inc.

4.             Article “FIRST” of the Certificate of Incorporation setting forth the name of the Corporation is hereby amended to read as follows:

“FIRST:  The name of the Corporation is Select Papers, Inc.”

5.             The foregoing amendment of the Certificate of Incorporation was authorized by the unanimous written consent of the Directors followed by the unanimous written consent of the shareholders.

IN WITNESS WHEREOF, we have signed this certificate on the 28th day of April, 1987, and we affirm the statements contained therein as true under penalties of perjury.

/s/ Terry Pitchford

Terry Pitchford, President

/s/ Luc O. Desy

Luc O. Desy, Secretary

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
SELECT PAPERS, INC.

Under Section 805 of the Business Corporation Law

It is hereby certified that:

FIRST:                    The name of the corporation is Select Papers, Inc.;

SECOND:               The Certificate of Incorporation of the corporation was filed by the Department of State on August 7, 1919 under the name of W. H. SMITH PAPER CORPORATION.

THIRD:                  The amendment of the Certificate of Incorporation of the corporation effected by this Certificate of Amendment is as follows:

To change the name of the corporation.

FOURTH:              To accomplish the foregoing amendment, Article FIRST of the Certificate of Incorporation of the corporation, relating to the name of the corporation, is hereby amended to read as follows:

“FIRST:  The name of the corporation is
Select-Robinson, Inc. (of New York).”

FIFTH:                   The foregoing amendment of the Certificate of Incorporation of the corporation was authorized by the consent in writing of all the members of the Board of Directors of the corporation and the unanimous written consent of the sole holder of all of the outstanding shares of the corporation entitled to vote on the said amendment to the Certificate of Incorporation.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Dated:  July 31, 1990

/s/ Terry Pitchford

Terry Pitchford, President

/s/ Luc O. Desy

Luc O. Desy, Secretary

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
SELECT-ROBINSON, INC. (OF NEW YORK)

Under Section 805 of the Business Corporation Law

It is hereby certified that:

FIRST:                    The name of the corporation is Select-Robinson, Inc. (of New York) (originally organized under the name W. H. Smith Paper Corporation which was subsequently changed to Select Papers, Inc.).

SECOND:               The certificate of incorporation of the corporation was filed by the Department of State on August 7, 1919.

THIRD:                  The amendment of the certificate of incorporation of the corporation effected by this certificate of amendment is as follows:

To change the name of the corporation.

FOURTH:              To accomplish the foregoing amendment, the following new Article, relating to the corporation’s name, is hereby added to the certificate of incorporation of the corporation:

“FIRST:  The name of the corporation is W. H. Smith Paper Corporation”.

FIFTH:                   The foregoing amendment of the certificate of incorporation of the corporation was authorized by the consent in writing of all of the members of the Board of Directors of the corporation, followed by the unanimous written consent of the holders of all of the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Date:       February 21, 1992

/s/ Roger Ashby

President

Roger Ashby

/s/ Luc O. Desy

Secretary

Luc O. Desy

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY  12231

CERTIFICATE OF CHANGE
OF

W.H. SMITH PAPER CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is:		W. H. SMITH PAPER CORPORATION
If the name of the corporation has been changed, the name under which it was formed is:
SECOND: The certificate of incorporation was filed by the Department of State on:
August 7, 1919	.

THIRD:  The change(s) effected hereby are:  [Check appropriate box(es)]

Q	The county location, within this state, in which the office of the corporation is located, is changed to:
Q	The address to which the Secretary of State shall forward copies of process accepted on behalf
	of the corporation is changed to:		c/o Cascades Inc., 772 Sherbrooke
	Street West, Montreal, Qc H3A 1G1
Q	The corporation hereby: [Check one]
	Q	Designates
		as its registered agent upon whom process against the corporation may be served.
		The street address of the registered agent is:
	Q	Changes the designation of its registered agent to:
				. The street address of the registered agent is:
	Q	Changes the address of its registered agent to:
	Q	Revokes the authority of its registered agent.

FOURTH:  The change was authorized by the board of directors

/s/ Robert F. Hall	Robert F. Hall, Assistant Secretary
(Signature)	(Name and Capacity of Signer)

CERTIFICATE OF CHANGE

OF

W.H. SMITH PAPER CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name		W. H. SMITH PAPER CORPORATION
Address	c/o Cascades Inc., 772 Sherbrooke Street West
City, Street and Zip Code			Montreal (Qc) H3A 1G1 Canada

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EX-3.74

Exhibit 3.74

BY-LAWS

OF

W.  H.  SMITH PAPER CORPORATION

ARTICLE I - OFFICES

The principal office of the Corporation shall be in the City of Albany, County of Albany and State of New York.  The Corporation may also have offices 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.

ARTICLE II - SHAREHOLDERS

1.PLACE OF MEETINGS

Meetings of shareholders shall be held at the principal office of the Corporation or at such place within or without the State of New York as the Board shall authorize.

2.ANNUAL MEETING

The annual meeting of the shareholders shall be held on the second Tuesday of October at 9:00 a.m. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a Board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS

Special meetings of the shareholders may be called by the Board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the Board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding.  Such request shall state the purpose or purposes of the proposed meeting.

4.FIXING 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 or dissent from any proposal 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, the Board shall fix, in advance, a date as the record date for any such determination of shareholders.  Such date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action.  If no record date is fixed, it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting, and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten (10) days nor more than fifty (50) days before the date of the meeting.  If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting.  The attendance of any shareholder at a

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meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8.PROXIES

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.  No proxy shall be valid after expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9.QUALIFICATION OF VOTERS

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, except as otherwise provided in the certificate of incorporation, or the Employee Stock Ownership Plan maintained by the Corporation.

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10.VOTE OF SHAREHOLDERS

Except as otherwise required by statute or by the certificate of incorporation;

(a)directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b)all other corporate action shall be authorized by a majority of the votes cast.

11.WRITTEN CONSENT OF SHAREHOLDERS

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS

Subject to any provision in the certificate of incorporation the business of the Corporation shall be managed by its Board of directors, each of whom shall be at least 18 years of age and need not be a shareholder.

2.NUMBER OF DIRECTORS

The number of directors shall not be less than three (3) nor more than nine (9).  The number of directors shall be fixed by the Board from time to time.

3.ELECTION AND TERM OF DIRECTORS

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

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4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the Board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION

A director may resign at any time by giving written notice to the Board, the president or the secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

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8.ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

9.PLACE AND TIME OF BOARD MEETINGS

The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

(a)Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine.  Special meetings of the Board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.  Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

(b)A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

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12.CHAIRMAN

At the regular annual meeting of the Board, it shall elect one of its members to act as Chairman to preside at all meetings of the Board until the next regular annual meeting.

13.EXECUTIVE AND OTHER COMMITTEES

The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and such other committees as the Board deems necessary or appropriate, each consisting of three or more directors.  Each such committee shall serve at the pleasure of the Board.

14.COMPENSATION

No compensation shall be paid to directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1.OFFICERS, ELECTION, TERM

(a)Unless otherwise provided for in the certificate of incorporation, the Board shall elect or appoint a chairman, a president, an executive vice president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as are hereinafter provided.

(b)All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of shareholders.

(c)Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

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2.REMOVAL, RESIGNATION, AND SALARY

(a)Any officer elected or appointed by the Board may be removed by the Board with or without cause.

(b)In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.

(c)Any two or more offices may be held by the same person, except the offices of president and secretary.

(d)The salaries of all officers shall be fixed by the Board.

(e)The directors may require any officer to give security for the faithful performance of his duties.

3.CHAIRMAN

The chairman shall be the chief executive officer of the Corporation and shall preside at all meetings of the shareholders and the Board; he shall have the general management of the business of the Corporation and shall perform all duties incidental to his office.

4.PRESIDENT

The president shall preside at all meetings of the shareholders and of the Board in the absence of the chairman; he shall participate in the management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect; he shall sign all stock certificates of the Corporation, and may sign all contracts and other documents in the name of the Corporation when authorized to do so by the Board.  During the absence or disability of the chairman, he shall have all of the powers and functions of the chairman.

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5.VICE-PRESIDENTS

During the absence or disability of the president, the executive vice-president shall have all the powers and functions of the president.  Each vice-president shall perform such other duties as the Board shall prescribe.

6.SECRETARY

The secretary shall:

(a)attend all meetings of the Board and of the shareholders;

(b)record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c)give or cause to be given notice of all meetings of shareholders and of special meetings of the Board;

(d)keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board;

(e)when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f)keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner; and

(g)perform such other duties as may be prescribed by the Board.

7.ASSISTANT-SECRETARIES

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the Board, shall have all the powers and functions of the secretary.

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8.TREASURER

The treasurer shall:

(a)have the custody of the corporate funds and securities;

(b)keep full and accurate accounts of receipts and disbursements in the corporate books;

(c)deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board;

(d)disburse the funds of the Corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements;

(e)render to the president and Board at the regular meetings of the Board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the Corporation;

(f)render a full financial report at the annual meeting of the shareholders if so requested;

(g)be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the Corporation; and

(h)perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the Board or the president.

9.ASSISTANT-TREASURER

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the treasurer or by the Board, shall have all the powers and functions of the treasurer.

10

10.SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities  of the Corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1.CERTIFICATES

The shares of the Corporation shall be represented by certificates.  They shall be numbered and entered in the books of the Corporation as they are issued.  They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.LOST OR DESTROYED CERTIFICATES

The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may he made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

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3.TRANSFERS OF SHARES

(a)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, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office.  No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b)The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.CLOSING TRANSFER BOOKS

The Board shall have the power to close the share transfer books of the Corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the Corporation may be declared in such amounts and at such time or times as the Board may determine.  Before payment of any dividend, there may be

12

set aside out of the net profits 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 fund 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 think conducive to the interests of the Corporation, and the Board may modify or abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words “Corporate Seal, New York”.  The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto.  The seal on the certificate for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of August in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS

(a)Except as otherwise provided in the certificate of incorporation, the by-laws may be amended, repealed or adopted by vote of the holders of two-thirds (2/3) of the shares at the

13

time entitled to vote for the election of directors.  By-laws may also be amended, repealed or adopted by the Board, but any by-law adopted by the Board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b)If any by-law regulating an impending election of directors is adopted, amended or repealed 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 adopted, amended or repealed, together with a concise statement of the changes made.

14

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of W. H. Smith Paper Corporation, will be held at the principal office of the corporation at 15 Industrial Park Road, Albany, New York, on May 19, 1981 at 9:00 A.M. Eastern Daylight Savings Time, for the following purposes:

1.To consider and act upon a proposal to amend the Certificate of Incorporation as set forth in the “Restated Certificate of Incorporation...” enclosed with this Notice, and to authorize the appropriate officers of the corporation to file the required restated certificate of incorporation with the Department of State of the State of New York.

2.To transact such other business as may properly come before the meeting, or at any adjournments.

This notice is being issued at the direction of the Board of Directors of the corporation which has called for this meeting.

Dated: May 7, 1981

Secretary

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WAIVER OF NOTICE OF SPECIAL MEETING OF DIRECTORS

We, the undersigned, being all the Directors of the W.  H.  SMITH PAPER CORPORATION, do hereby waive all notice of a Special Meeting of the Board of Directors of the said Corporation to be held on the 7th day of May 1981, at 9:00 o’clock a.m., and we hereby consent that said time be, and the same hereby is, fixed as the time, and the office of the Corporation, West Albany Industrial Park, Albany, New York, as the place, for holding the same, for the purpose of transacting all such business as may come before said meeting.

Dated: May 7, 1981

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EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

May 31, 2005

Cascades Inc.

404 Marie-Victoria Blvd.

Kingsey Falls, Quebec,

Canada J0A 1B0

Re:	U.S. $125,000,000 aggregate principal amount of
	7¼% Senior Notes due 2013 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 U.S. $125,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013 (the “Exchange Notes”) for an equal principal amount of the Company’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), to be issued pursuant to the Indenture, dated as of February 5, 2003 (as amended on or prior to the date hereof, the “Indenture”), by and among the Company, as issuer, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and The Bank 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 the Subsidiary Guarantors.

In rendering this opinion, we have examined such documents and records, including originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion.  Based upon the foregoing and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that when the Registration Statement on Forms F-4 and S-4 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 Indenture and delivered in accordance with the terms of the Exchange Offer in exchange for the Private Notes, (1) the Exchange Notes will constitute valid and binding obligations of the Company and (2) when the Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) are executed by the Subsidiary Guarantors and delivered in accordance with the Exchange Offer in exchange for the Subsidiary Guarantees of the Private Notes, the Exchange Guarantees will constitute valid and binding obligations of the respective Subsidiary Guarantors.

We are not admitted or qualified to practice law in Canada, the Provinces of Quebec, Ontario and Nova Scotia, the Commonwealth of Massachusetts or the states of North Carolina or Tennessee.  Therefore, in rendering the opinions expressed herein, we have relied solely and without independent investigation upon (i) the opinion of Fraser Milner Casgrain LLP, a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the federal laws of Canada and the laws of the Provinces of Quebec and Ontario, (ii) the opinion of Goulston & Storrs, PC, a copy of which has been filed as Exhibit 5.3 to the Registration Statement, with respect to matters governed by the laws of the Commonwealth of Massachusetts, (iii) the opinion of Manning, Fulton & Skinner, P.A., a copy of which has been filed as Exhibit 5.4 to the Registration Statement, with respect to matters governed by the laws of the State of North Carolina, (iv) the opinion of Bass, Berry & Sims PLC, a copy of which has been filed as Exhibit 5.5 to the Registration Statement, with respect to matters governed by the laws of the State of Tennessee, and (v) the opinion of Stewart McKelvey Stirlings Scales, a copy of which has been filed as Exhibit 5.6 to the Registration Statement, with respect to matters governed by the laws of the Province of Nova Scotia.

Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions 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, as currently in effect, including all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. We express no opinion with respect to any other law of the State of Delaware or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 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.

Very truly yours,

/s/ Jones Day

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EX-5.2

Exhibit 5.2

[LETTER HEAD OF FRASIER MILNER CASGRAIN LLP]

May 31, 2005

CASCADES INC.

404 Marie-Victorin Blvd.

Kingsey Falls, Quebec

Canada J0A 1B0

Dear Sirs:

Re:	U.S.$125,000,000 aggregate principal amount 7¼% Senior Notes
	due 2013 of Cascades Inc.

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 U.S. $125,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), issued pursuant to the Indenture, dated as of February 5, 2003, as amended by the First Supplemental Indenture dated as of May 30, 2003, the Second Supplemental Indenture, dated as of December 30, 2003, the Third Supplemental Indenture, dated as of March 16, 2004, the Fourth Supplemental Indenture, dated as of July 8, 2004, the Fifth Supplemental Indenture, dated as of August 26, 2004, and the Sixth Supplemental Indenture, dated as of November 30, 2004 among the Company, as issuer, the Subsidiary Guarantors (as hereafter defined) named therein, as subsidiary guarantors, and The Bank of New York, as trustee (the “Trustee”) (as so amended, the “Indenture”).  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”).

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.

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 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 and Form S-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 Indenture 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 and S-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/ FRASIER MILNER CASGRAIN LLP

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SCHEDULE A

Canadian Subsidiaries

Subsidiaries	Jurisdiction of Incorporation
3815285 Canada Inc.	Canada
3815315 Canada Inc.	Canada
6265642 Canada Inc.	Canada
Cascades Boxboard Group Inc.	Canada
Cascades Canada Inc.	Canada
Cascades Fine Papers Group Inc.	Canada
Cascades Fine Papers Group Thunder Bay Inc.	Canada
Cascades Transport Inc.	Canada
Conference Cup Ltd.	Ontario
Dopaco Canada, Inc.	Canada
Garven Incorporated	Ontario
Kingsey Falls Investments Inc.	Canada
Rabotage Lemay Inc.	Québec
Scierie Lemay Inc.	Québec
Cascades Tissue Group—Pickering Inc.	Canada

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EX-5.3

                                                                                                                                                                              Exhibit 5.3

Goulston & Storrs - A Professional Corporation

400 Atlantic Avenue

Boston, Massachusetts  02110-3333

May 31, 2005

Cascades Inc.

404 Marie-Victorin Boulevard

Kingsey Falls, Quebec

Canada  JOA 1BO

Re:	US $125,000,000 Aggregate Principal Amount of
	7¼% Senior Notes Due 2013 of Cascades Inc.

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Cascades Diamond, Inc. (“Diamond”), 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$125,000,000 aggregate principal amount of Cascades’s 7¼% Senior Notes due 2013 (the “Exchange Notes”) for an equal principal amount of Cascades’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), which Exchange Notes are to be issued under the Indenture, dated as of February 5, 2003, as amended to date (the “Indenture”), among Cascades, as issuer, the Guarantors named therein, as subsidiary guarantors, and The Bank of New York, as trustee (the “Trustee”).

Our service as special counsel to Diamond is limited solely to the preparation of this opinion letter.

                We have examined the following documents (the “Documents”):

(i)the Indenture;

(ii)the Registration Statement of Cascades and various of its affiliates on Forms F-4 and S-4 (Registration No. 333-124104) relating to the Exchange Offer, as filed with the Securities and Exchange Commission on

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April 15, 2005 (the “Registration Statement”);

(iii)the form of Exchange Note(s) in global form with the Notation of Guarantee attached thereto; and

(iv)the guaranty by Diamond of the Exchange Notes pursuant to Article 10 of the Indenture (the “Exchange 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 Diamond, dated May 31, 2005, delivered to us on your behalf as to, among other things, the Articles of Organization of Diamond, the Bylaws of Diamond, and the resolutions adopted by the Board of Directors of Diamond authorizing the entering into, execution and delivery of the Documents to which Diamond 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 Diamond from the Secretary of State of Massachusetts, dated May 26, 2005, a copy of which has been furnished to you; and

(iv)the representations and warranties as to factual matters contained in the Documents 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:

1.             Diamond is a corporation legally existing and in corporate good standing under the laws of the Commonwealth of Massachusetts.

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2.             The Diamond Exchange Guarantee has been duly authorized by all necessary corporate action of Diamond.

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 Diamond to the other parties thereto or the appropriate holders of the Private 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 5.3 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 Diamond and is exclusively for the purpose of satisfying the conditions to the completion of the Exchange Offer.  Subject

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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 to the Registration Statement.

Very truly yours,
/s/	Goulston & Storrs -
	A Professional Corporation

TBB/HWW

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EX-5.4

Exhibit 5.4

[LETTERHEAD OF MANNING FULTON & SKINNER PA]

	Samuel T. Oliver, Jr.
	919.510.9256 DIRECT
	919.781.0811 FAX
May 31, 2005	Oliver@ManningFulton.com

Cascades Inc.

404 Marie-Victoria Blvd.

Kingsey Falls, Quebec,

Canada J0A 1B0

Re: U.S.$125,000,000 aggregate principal amount 7¼% Senior Notes due 2013 of Cascades Inc.; Our File G-31548

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. $125,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), to be issued pursuant to the Indenture, dated as of February 5, 2003 (the “Indenture”), as amended as of this date, by and among the Company, as issuer, the Subsidiary Guarantors named therein, as subsidiary guarantors, and The Bank 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 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;

2.A certificate of existence dated April 1, 2005, 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.Certificates dated May 31, 2005, issued by the corporate secretaries of both Cascades Moulded and Cascades Tissue copies of which are attached hereto (the “Certificates”).

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.

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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 5.4 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.  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/445897

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EX-5.5

Exhibit 5.5

[LETTERHEAD OF BASS, BERRY & SIMS PLC]

May 31, 2005

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 offer to exchange (the “Exchange Offer”) up to U.S. $125,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), to be issued pursuant to the Indenture, dated as of February 5, 2003, as amended by the First Supplemental Indenture dated as of May 30, 2003, the Second Supplemental Indenture dated December 30, 2003, the Third Supplemental Indenture dated March 16, 2004, the Fourth Supplemental Indenture dated July 8, 2004, the Fifth Supplemental Indenture dated August 26, 2004 and the Sixth Supplemental Indenture dated November 30, 2004, (the “Indenture”) by and among the Company, as issuer, the Subsidiary Guarantors named therein, as subsidiary guarantors, and The Bank 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 the Company’s U.S. and Canadian subsidiaries (the “Subsidiary Guarantors”). The terms used in this opinion that are defined in the Indenture shall have the same definitions when used herein, unless otherwise defined herein.

In connection with this opinion, we have reviewed the Indenture.  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 Indenture 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.             The Subsidiary Guarantee of the Exchange Notes (the “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 and S-4 (Registration No. 333-124104) relating to the Exchange Offer (the “Registration Statement”) has become effective under the Securities Act of 1933 and the Exchange Guarantee of the Tennessee Guarantor is delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantee of the Tennessee Guarantor of the Private Notes, the 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 5.5 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,

/s/ Bass, Berry & Sims

EX-5.6

Exhibit 5.6

[LETTERHEAD OF STEWART MCKELVEY STIRLING SCALES]

File Reference: NS30333-2

May 31, 2005

Cascades Inc.
404 Marie-Victorin Blvd.
Kingsey Falls, Québec
Canada  J0A 1B0

Dear Sirs/Mesdames:

Re:US$125,000,000 Aggregate Principal Amount of 7¼ % Senior Notes Due 2013 of Cascades Inc. (the “Company”)

We have acted as special Nova Scotia counsel to Cascades Nova Scotia Company (“CNSC”), in connection with the offer to exchange (the “Exchange Offer”) up to US$125,000,000 aggregate principal amount of the Company’s 7 ¼ % Senior Notes Due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933 for an equal principal amount of the Company’s 7¼% Senior Notes due 2013 outstanding on the date hereof (the “Private Notes”), issued under the Indenture dated as of February 5, 2003, as amended by the First Supplemental Indenture dated as of May 30, 2003, the Second Supplemental Indenture dated as of December 30, 2003, the Third Supplement Indenture dated as of March 16, 2004, the Fourth Supplemental Indenture dated as of July 8, 2004, the Fifth Supplemental Indenture dated as of August 26, 2004, and the Sixth Supplemental Indenture dated as of November 30, 2004, among the Company, as issuer, the Company’s U.S. and Canadian subsidiaries (the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”) (as so amended, the “Indenture”). The Private Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the 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 CNSC 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 service as special counsel to CNSC is limited solely to the preparation of the opinion contained herein. As such counsel, we have reviewed the following documents:

A.the memorandum of association, articles of association, records of corporate proceedings, written resolutions and registers of CNSC contained in the minute book of CNSC;

B.a certificate of status issued by the Deputy Register of Joint Stock Companies of the Province of Nova Scotia dated May 24, 2005;

C.resolutions of the directors of CNSC authorizing the entering into execution and delivery of the Exchange Offer and the transactions contemplated hereby;

D.a certificate of an officer of the Company dated the date hereof (the “Officer’s Certificate”);

E.the Offering Memorandum dated November 23, 2004;

F.the “Canadian wrapper” dated November 23, 2004 used in connection with the offering of the Notes in Canada;

G.the Purchase Agreement dated November 23, 2004 (the “Purchase Agreement”);

H.the Subsidiary Guarantee of CNSC;

I.the Indenture;

J.the form of Exchange Notes, Private Notes and Exchange Guarantees included in the Indenture;

K.the Registration Rights Agreement, dated as of December 2, 2004, among the Initial Purchasers (as defined in the Purchase Agreement), the Company and the Guarantors; and

L.the Registration Statement on Form F-4 and Form S-4 relating to the Exchange Offer (the “Registration Statement”).

In our examination of such documents, we have assumed the genuineness of all signatures and the authority of all persons signing documents examined by us on behalf of parties thereto, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified, notarial or true copies or facsimiles, the identity and capacity of all individuals acting or purporting to act as public officials, that all certificates of public officials are accurate and the veracity of all information contained in such documents as of the date hereof.

For the purposes of the opinions expressed herein, we also have also assumed:

A.that each of the Initial Purchasers, the Trustee, the Company and the Guarantors (other than CNSC) have duly authorized, executed and delivered the documents to which each of them is a party and that each of such documents is a valid, binding and enforceable obligation of each of them;

B.the completeness and accuracy of all statements of fact set forth in the Officer’s Certificate; and

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C.that the Certificate of Status evidences the subsistence of CNSC, that CNSC has not been dissolved as of the date hereof and that a certificate of status bearing today’s date could be obtained if requested.

Our opinions herein are restricted to the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

Based upon and subject to the foregoing we are of the opinion that:

1.CNSC is incorporated and exists under the laws of the Province of Nova Scotia.

2.The Exchange Notes have been duly authorized by all necessary corporate action on the part of CNSC and when the Registration Statement has become effective under the Securities Act of 1933 and the Exchange Notes are executed by CNSC, authenticated by the Trustee in accordance with the Indenture 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 CNSC.

3.The Subsidiary Guarantee of CNSC has been duly authorized by all necessary corporate action on the part of CNSC, and when the Registration Statement has become effective under the Securities Act of 1933 and the Exchange Guarantee of CNSC is delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantee of CNSC of the Private Notes, the Exchange Guarantee of CNSC will have been validly executed, issued and delivered.

This opinion is being forwarded for the sole benefit of the addressees hereof in connection with the Purchase Agreement, and may not be relied upon by, or distributed to, any other person or entity or for any other purpose without our express prior written consent. This opinion is given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact which may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.6 to 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.

Yours truly,

STEWART MCKELVEY STIRLING SCALES

/s/ STEWART MCKELVEY STIRLING SCALES

MJB/job

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EX-12.1

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Exhibit 12.1

Cascades Inc.

Statement Re: Computation of Ratios

(dollars in millions)

		Year Ended December 31,										Three Months Ended March 31,
		2000		2001		2002		2003		2004		2004			2005
Earnings
Income (loss) from operations before taxes		$	97	$	148	$	205	$	64	$	20	$	(11	)	$	(6	)
Plus fixed charges			93		90		79		92		92		23			24
Plus amortization of capitalized interest			2		2		2		—		—		—			—
	Earnings	$	192	$	240	$	286	$	156	$	112	$	12		$	18
Fixed Charges:
Interest expense, including amortization of debt issue costs		$	86	$	83	$	69	$	80	$	76	$	20		$	20
Capitalized interests			2		—		1		—		1		—			—
Estimated interest factor of rental expense			5		7		9		12		15		3			4
	Fixed Charges	$	93	$	90	$	79	$	92	$	92	$	23		$	24
Ratio of Earnings to Fixed Charges(1)			2.06		2.67		3.62		1.70		1.22		—	(2)		—	(2)

(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.

(2)

For the three-months ended March 31, 2004 and 2005, earnings were insufficient to cover fixed charges by $11 million and $6 million, respectively.

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Cascades Inc. Statement Re: Computation of Ratios (dollars in millions)

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

        We hereby consent to the use in this Amendment No. 1 of the Registration Statement on Forms F-4 and S-4 of Cascades Inc. of our report dated February 24, 2005 relating to the consolidated financial statements of Cascades Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/  PricewaterhouseCoopers LLP      

Montreal, Canada

June 7, 2005

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

Cascades Inc.

Offer for all outstanding
7¹/4% Senior Notes due 2013
in exchange for
7¹/4% Senior Notes due 2013
that have been registered under the Securities Act of 1933
Pursuant to the prospectus dated            , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2005, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The exchange agent for the exchange offer is:

The Bank of New York

	Facsimile Transmissions:
By Registered or Certified Mail:	(For Eligible Institutions Only)	By Hand Or Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe	(212) 298-1915                                  To Confirm by Telephone or For Information Call: (212) 815-6331	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe

Delivery of this letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, does not constitute a valid delivery.

        The undersigned acknowledges that he or she has received the prospectus dated            , 2005 (the "Prospectus") of Cascades Inc., a corporation organized under the laws of the province of Quebec ("Cascades"), and this letter of transmittal, which together constitute Cascades's offer to exchange up to US$125,000,000 aggregate principal amount of its 7¹/4% Senior Notes due 2013, for an equal principal amount of its issued and outstanding 7¹/4% Senior Notes due 2013 that have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The terms of the exchange notes are identical in all material respects (including principal amount, interest rate and maturity) to those of the outstanding notes, except that the exchange notes will be registered under the Securities Act.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Capitalized terms used but not defined herein have the meanings given to such terms in the Prospectus.

        This letter of transmittal is to be completed by holders of outstanding notes either if outstanding notes are to be forwarded herewith or if tenders of outstanding notes are to be made by book-entry transfer to an account maintained by The Bank of New York, as exchange agent, at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under "The Exchange Offer—

Procedures for Tendering Outstanding Notes." Delivery of this letter of transmittal and any other required documents should be made to the exchange agent.

        If a holder desires to tender outstanding notes pursuant to the exchange offer but time will not permit this letter of transmittal, certificates representing outstanding notes or other required documents to be received by the exchange agent on or before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, such holder may effect a tender of such notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." See Instruction 2.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        The undersigned has completed the appropriate boxes below and signed this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the outstanding notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of outstanding notes should be listed on a separate schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES		(1)	(2)	(3)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Outstanding Notes	Principal Amount of Outstanding Notes Tendered (if less than all)**
*	Need not be completed if outstanding notes are being tendered by book-entry holders.
**	Outstanding notes may be tendered in whole or in part in denominations of US$1,000 and integral multiples thereof, provided that if any outstanding notes are tendered for exchange in part, the untendered principal amount thereof must be at least US$1,000 or any integral multiple of US$1,000 in excess thereof. See Instruction 3. Unless this column is completed, a holder will be deemed to have tendered the full aggregate principal amount of the outstanding notes represented by the outstanding notes indicated in column (2).

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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

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CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number

        Transaction Code Number

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s)

        Window Ticket Number (if any)

        Name of Eligible Institution that Guaranteed Delivery

        Date of Execution of Notice of Guaranteed Delivery

If Guaranteed Delivery is to be made by Book-Entry Transfer:

        Name of Tendering Institution

        Account Number

        Transaction Code Number

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CHECK HERE IF YOU TENDERED YOUR OUTSTANDING NOTES BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

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CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

If the undersigned is not a broker-dealer, the undersigned represents that it acquired the exchange notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of exchange notes and it has no arrangements or understandings with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes to be exchanged for exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of exchange notes; however, by so acknowledging 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.

        Name:

        Address:

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Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Cascades the aggregate principal amount of outstanding notes indicated above in exchange for a like aggregate principal amount of exchange notes. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, Cascades all right, title and interest in and to such outstanding notes.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as the agent of Cascades) with respect to the tendered outstanding notes with the full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject to the right of withdrawal described in the prospectus, to (i) deliver certificates for such outstanding notes to Cascades and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, Cascades and (ii) present such outstanding notes for transfer on the books of Cascades and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms of the exchange offer.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the outstanding notes tendered hereby and that, when the same are accepted for exchange, Cascades will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or Cascades to be necessary or desirable to complete the exchange, assignment and transfer of the outstanding notes tendered hereby, and the undersigned will comply with its obligations under the registration rights agreement, dated as of December 2, 2005 (the "Registration Rights Agreement") by and among Cascades, the Subsidiary Guarantors named therein, CIBC World Markets Corp. and Scotia Capital (USA) Inc. The undersigned has read and agreed to all of the terms of the exchange offer.

        The undersigned agrees that acceptance of any tendered outstanding notes by Cascades and the issuance of exchange notes in exchange therefor will constitute performance in full by Cascades of its obligations under the Registration Rights Agreement and that Cascades will have no further obligations or liabilities thereunder (except in limited circumstances).

        The name(s) and address(es) of the registered holders of the outstanding notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the outstanding notes. The certificate number(s) and the outstanding notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        The undersigned also acknowledges that this exchange offer is being made in reliance on certain interpretive letters by the staff of the Securities and Exchange Commission to third parties in unrelated transactions. On the basis thereof, holders of outstanding notes, except any holder who is an "affiliate" of Cascades within the meaning of Rule 405 under the Securities Act, who exchange their outstanding 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 such exchange notes are acquired in the ordinary course of the holder's business and the holder is not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes. The undersigned acknowledges that any holder of outstanding notes using the exchange offer to participate in a distribution of the exchange notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar letters, and (ii) must comply with the

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registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. If the undersigned is a broker-dealer, or is acting on behalf of a broker-dealer, that will receive exchange notes for its own account, or the account of such broker-dealer, in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it, or such broker-dealers, will deliver a prospectus in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus, neither the undersigned, nor such broker-dealer will be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned represents that (i) it is not an affiliate of Cascades Inc. or its subsidiaries or, if the holder is an affiliate of Cascades Inc. or its subsidiaries, it will comply with the registration and prospectus requirements of the Securities Act to the extent applicable, (ii) the exchange notes are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, (iii) the holder has not entered into an arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes, (iv) the holder is not a broker-dealer who purchased the outstanding notes for resale pursuant to an exemption under the Securities Act, and (v) the holder will be able to trade exchange notes acquired in the exchange offer without restriction under the Securities Act.

        Cascades has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus may be used by a participating broker-dealer (as discussed below) in connection with resales of exchange notes received in exchange for outstanding notes, where such outstanding notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the expiration date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such exchange notes have been disposed of by such participating broker-dealer. In that regard, each participating broker-dealer that acquired outstanding notes for its own account as a result of market-making or other trading activities, by tendering such outstanding notes and executing this letter of transmittal, agrees that, upon receipt of notice from Cascades of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of exchange notes pursuant to the Prospectus until Cascades has amended or supplemented the Prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or Cascades has given notice that the sale of the exchange notes may be resumed, as the case may be. If Cascades gives such notice to suspend the sale of the exchange notes, the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of exchange notes shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the exchange notes or to and including the date on which Cascades has given notice that the sale of exchange notes may be resumed, as the case may be.

        The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described under "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and Cascades in accordance with the terms and subject to the conditions set forth herein and in the Prospectus.

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        The undersigned recognizes that under certain circumstances set forth in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer," Cascades will not be required to accept for exchange any of the outstanding notes tendered. Outstanding notes not accepted for exchange or withdrawn will be returned to the undersigned at the address set forth below unless otherwise indicated under "Special Delivery Instructions" below (or, in the case of outstanding notes tendered by book-entry transfer, credited to an account maintained by the tendering holder at The Depository Trust Company).

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the exchange notes (and, if applicable, any substitute certificates representing outstanding notes not exchanged or not accepted for exchange) be issued in the name(s) of the undersigned and be delivered to the undersigned at the address, or, in the case of book-entry transfer of outstanding notes, be credited to the account at The Depository Trust Company shown above in the box entitled "Description of Outstanding Notes."

        Holders of the outstanding notes whose outstanding notes are accepted for exchange will not receive accrued interest on such outstanding notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on such outstanding notes prior to the original issue date of the exchange notes or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such outstanding notes, and the undersigned waives the right to receive any interest on such outstanding notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for from and after the original issue date of the outstanding notes.

        The undersigned will, upon request, execute and deliver any additional documents deemed by Cascades to be necessary or desirable to complete the sale, assignment and transfer of the outstanding notes tendered hereby. All authority herein conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus and in the instructions contained in this letter of transmittal.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OUTSTANDING NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)

X		, 2005
X		, 2005
Signature(s) of Owner	Date:

        The above lines must be signed by the registered holder(s) exactly as their name(s) appear(s) on the outstanding notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this letter of transmittal. If outstanding notes to which this letter of transmittal relate are held of record by two or more joint holders, then all such holders must sign this. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then please set forth the full title of the person signing in such capacity. See Instruction 4.

Name(s):
	(Please Type or Print)
Capacity:
Address:	(Including Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security Number(s):

SIGNATURE GUARANTEE
(If required by Instruction 4)

Signatures Guaranteed by an Eligible Institution:
	(Authorized Signature)
(Name and Title)
(Name of Firm)
(Address and Telephone Number)

Dated: , 2005.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 5)

            To be completed ONLY if certificates for outstanding notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above.

Issue exchange notes and/or outstanding notes to:

Name(s):	(Please Type or Print)
	(Please Type or Print)
Address:
	(Zip Code)

Telephone Number:

DTC Account Number:

Tax Identification or
Social Security Number(s):

(Complete Substitute Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

            To be completed ONLY if certificates for outstanding notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above or to such person or persons at an address other than shown in the box above entitled "Description of Outstanding Notes."

Deliver exchange notes and/or outstanding notes to:

Name(s):	(Please Type or Print)
	(Please Type or Print)
Address:
	(Zip Code)

Telephone Number:

DTC Account Number:

Tax Identification or
Social Security Number(s):

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

1.     Delivery of this Letter of Transmittal and Outstanding Notes.

        This letter of transmittal is to be used to, and must accompany, (i) all certificates representing outstanding notes tendered pursuant to the exchange offer and (ii) all tenders or outstanding notes made pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." Certificates representing the outstanding notes in proper form for transfer, or a timely confirmation of a book-entry transfer of such outstanding notes into the exchange agent's account at The Depository Trust Company, as well as a properly completed and duly executed copy of this letter of transmittal (or facsimile thereof), with any required signature guarantees, a Substitute Form W-9 (or facsimile thereof) and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein on or before the expiration date.

        The method of delivery of this letter of transmittal, the outstanding notes and all other required documents is at the election and risk of the tendering holders, but delivery will be deemed made only when actually received or confirmed by the exchange agent. If such delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to permit timely delivery.

        Cascades will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2.     Guaranteed Delivery Procedures.

        If a holder desires to tender outstanding notes, but time will not permit a letter of transmittal, certificates representing the outstanding notes to be tendered or other required documents to reach the exchange agent on or before the expiration date, or if the procedures for book-entry transfer cannot be completed on or prior to the expiration date, such holder's tender may be effected if:

(a)

such tender is made by or through an eligible institution (as discussed below);



(b)

on or before the expiration date, the exchange agent has received a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Cascades (or a facsimile thereof) (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) from such eligible institution setting forth the name and address of the holder of such outstanding notes, the name(s) in which the outstanding notes are registered and the principal amount of outstanding notes 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, certificates representing the outstanding notes to be tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a duly executed letter of transmittal and any other documents required by this letter of transmittal and the instructions hereto, will be deposited by such eligible institution with the exchange agent; and



(c)

a letter of transmittal (or a facsimile thereof) and certificates representing the outstanding notes to be tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other required documents are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

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3.     Partial Tenders and Withdrawal Rights.

        Tenders of outstanding notes will be accepted only in a minimum principal amount of US$1,000 and integral multiples of US$1,000 in excess thereof, provided that if any outstanding notes are tendered for exchange in part, the untendered minimum principal amount thereof must be US$1,000 or any integral multiple of US$1,000 in excess thereof. If less than all the outstanding notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of outstanding notes which are to be tendered in the box entitled "Principal Amount of Outstanding Notes Tendered (if less than all)." In such case, new certificate(s) for the remainder of the outstanding notes that were evidenced by your old certificate(s) will only be sent to the holder of the outstanding notes (or, in the case of outstanding notes tendered pursuant to book-entry transfer, will only be credited to the account at The Depository Trust Company maintained by the holder of the outstanding notes) promptly after the expiration date. All outstanding notes represented by certificates or subject to a book-entry confirmation delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        Any holder who has tendered outstanding notes may withdraw the tender by delivering written notice of withdrawal (which may be sent by facsimile) to the exchange agent at its address set forth herein prior to the expiration date. Any such notice of withdrawal must specify (i) the person named in the letter of transmittal as having tendered the outstanding notes to be withdrawn, (ii) the certificate numbers and principal amounts of the outstanding notes to be withdrawn, (iii) that the holder is withdrawing its election to have such outstanding notes exchanged, and (iv) the name of the registered holder of the outstanding notes. The notice 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 Cascades that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes being withdrawn. If outstanding notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes," the notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn outstanding notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written letter or facsimile transmission. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time on or prior to the expiration date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." The exchange agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal.

        All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by Cascades, and such determinations will be final and binding on all parties. Neither Cascades nor the exchange agent shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

4.     Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

        If this letter of transmittal is signed by the registered holder of the outstanding notes tendered herewith, the signature must correspond exactly with the name as written on the face of the certificates without any alteration, enlargement or change whatsoever.

        If any tendered outstanding notes are owned of record by two or more joint owners, all such owners must sign this letter of transmittal. If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter of transmittal as there are names in which tendered outstanding notes are registered.

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        If this letter of transmittal is signed by the registered holder, and exchange notes are to be issued and any untendered or unaccepted principal amount of outstanding notes are to be reissued or returned to the registered holder, then the registered holder need not and should not endorse any tendered outstanding notes or provide a separate bond power. In any other case, the registered holder must either properly endorse the outstanding notes tendered or transmit a properly completed separate bond power with this letter of transmittal (in either case, executed exactly as the name of the registered holder appears on such outstanding notes), with the signature on the endorsement or bond power guaranteed by an eligible institution, unless such certificates or bond powers are signed by an eligible institution.

        If this letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and submit with this letter of transmittal evidence satisfactory to Cascades of their authority to so act.

        The signatures on this letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange pursuant thereto are tendered (i) by a registered holder (which term, for purposes of this document, shall include any participant in The Depository Trust Company whose name appears on the register of holders maintained by Cascades as owner of the outstanding notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in this letter of transmittal or (ii) for the account of an eligible institution. In the event that the signatures in this letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible institution, which includes commercial banks and trust companies located or having an office or correspondent in the United States, member firms of a national securities exchange or the National Association of Securities Dealers, Inc., and members of a signature medallion program such as "STAMP." If outstanding notes are registered in the name of a person other than the signer of this letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by Cascades in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an eligible institution.

5.     Special Issuance and Delivery Instructions.

        Tendering holders of outstanding notes should indicate in the applicable box the name and address or account at The Depository Trust Company to which exchange notes issued pursuant to the exchange offer and/or substitute outstanding notes for principal amounts not tendered or not accepted for exchange are to be issued, sent or deposited if different from the name and address or account of the person signing this letter of transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, any exchange notes will be issued in the name of, and delivered to, the name and address (or account at The Depository Trust Company, in the case of any tender by book-entry transfer) of the person signing this letter of transmittal, and any outstanding notes not accepted for exchange will be returned to the name and address (or account at The Depository Trust Company, in the case of any tender by book-entry transfer) of the person signing this letter of transmittal.

6.     Backup Federal Income Tax Withholding and Substitute Form W-9.

        Under the federal income tax laws, payments that may be made by Cascades on account of exchange notes issued pursuant to the exchange offer may be subject to backup withholding. In order to avoid such backup withholding, each tendering holder should complete and sign the Substitute Form W-9 included in this letter of transmittal and either (a) provide the correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct and that

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(i) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I, Cascades (or the paying agent under the Indenture governing the exchange notes) will retain at the relevant withholding rates a portion of the payments made to the tendering holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the exchange agent or Cascades with its TIN within 60-days after the date of the Substitute Form W-9, Cascades (or the paying agent) will remit such amounts retained during the 60-day period to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the exchange agent or Cascades with its TIN within such 60-day period, Cascades (or the paying agent) will remit such previously retained amounts to the IRS as backup withholding. In general, if a holder is an individual, the taxpayer identification number is the Social Security Number of such individual. If the exchange agent or Cascades is not provided with the correct taxpayer identification number, the holder may be subject to a US$50 penalty imposed by the IRS. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the exchange agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if outstanding notes are registered in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

        Failure to complete the Substitute Form W-9 will not, by itself, cause outstanding notes to be deemed invalidly tendered, but may require Cascades (or the paying agent) to backup withhold. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

7.     Transfer Taxes.

        Cascades will pay all transfer taxes, if any, applicable to the transfer of outstanding notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute outstanding notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the outstanding notes tendered herewith, or if tendered outstanding notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the transfer of outstanding notes to Cascades or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

        Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the outstanding notes specified in this letter of transmittal.

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8.     Waiver of Conditions.

        Cascades reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offer set forth in the Prospectus.

9.     No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders of outstanding notes or transmittals of this letter of transmittal will be accepted. All tendering holders of outstanding notes, by execution of this letter of transmittal, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange.

        Neither Cascades, the exchange agent nor any other person is obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.

10.   Inadequate Space.

        If the space provided herein is inadequate, the aggregate principal amount of outstanding notes being tendered and the certificate number or numbers (if applicable) should be listed on a separate schedule attached hereto and separately signed by all parties required to sign this letter of transmittal.

11.   Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

        If any certificate has been lost, mutilated, destroyed or stolen, the holder should promptly notify The Bank of New York, as exchange agent, at the address or telephone number set forth herein. The holder will then be instructed as to the steps that must be taken to replace the certificate. This letter of transmittal and related documents cannot be processed until the outstanding notes have been replaced.

12.   Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this letter of transmittal, may be directed to the exchange agent at the address and telephone number indicated above.

13.   Validity of Tenders.

        All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered outstanding notes will be determined by Cascades, in its sole discretion, which determination will be final and binding. Cascades reserves the right to reject any and all outstanding notes not validly tendered or any outstanding notes, Cascades's acceptance of which may, in the opinion of Cascades or counsel to Cascades, be unlawful. Cascades also reserves the right to waive any conditions of the exchange offer or defects or irregularities in tenders of outstanding notes as to any ineligibility of any holder who seeks to tender outstanding notes in the exchange offer, whether or not similar conditions or irregularities are waived in the case of other holders. The interpretation of the terms and conditions of the exchange offer (including this letter of transmittal and the instructions hereto) by Cascades shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as Cascades shall determine. Cascades will use reasonable efforts to give notification of defects or irregularities with respect to tenders of outstanding notes, but neither Cascades nor the exchange agent shall incur any liability for failure to give such notification.

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14.   Acceptance of Tendered Outstanding Notes and Issuance of Exchange Notes; Return of Outstanding Notes.

        Subject to the terms and conditions of the exchange offer, Cascades will accept for exchange all validly tendered outstanding notes as soon as practicable after the expiration date and will issue exchange notes therefor as soon as practicable thereafter. For purposes of the exchange offer, Cascades shall be deemed to have accepted tendered outstanding notes when, as and if Cascades has given written and oral notice thereof to the exchange agent. If any tendered outstanding notes are not exchanged pursuant to the exchange offer for any reason, such unexchanged outstanding notes will be returned, without expense, to the name and address shown above or, if outstanding notes have been tendered by book-entry transfer, to the account at The Depository Trust Company shown above, or at a different address or account at The Depository Trust Company as may be indicated under "Special Delivery Instructions."

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR'S NAME: CASCADES INC.

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service (IRS)	Part I—Taxpayer Identification Number Enter your taxpayer identification number in the appropriate box. For most individuals, this is your social security number. If you do not have a number, see how to obtain a "TIN" in the enclosed Guidelines. NOTE: If the account is in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to give.		Social Security Number OR Employer Identification Number
	Part II—For Payees Exempt from Backup Withholding (see enclosed Guidelines)
Payor's Request for Taxpayer	CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Identification Number (TIN) and Certification	(1)	the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2)	I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding.
	SIGNATURE                                                        DATE
Certificate Guidelines—You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2).

CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payor, of a portion of all payments made to me on account of the exchange notes shall be retained until I provide a Taxpayer Identification Number to the payor and that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and a portion of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number.

SIGNATURE                                                                                                    DATE                                 

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING WITH RESPECT TO ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
7¹/4% SENIOR NOTES DUE 2013
IN EXCHANGE FOR
7¹/4% SENIOR NOTES DUE 2013
OF
CASCADES INC.

        This notice of guaranteed delivery, or one substantially equivalent to this form, must be used by registered holders of outstanding 7¹/4% Senior Notes due 2013 of Cascades Inc., a corporation organized under the laws of the province of Quebec, Canada ("Cascades"), who wish to tender their outstanding notes for an equal principal amount of new 7¹/4% Senior Notes due 2013 of Cascades that have been registered under the Securities Act of 1933, as amended, if (i) the outstanding notes, a duly completed and executed letter of transmittal and all other required documents cannot be delivered to The Bank of New York, as exchange agent, on or prior to 5:00 p.m., New York City time, on the expiration date (as defined in the accompanying letter of transmittal) or (ii) the procedures for delivery of the outstanding notes being tendered by book-entry transfer, together with a duly completed and executed letter of transmittal, cannot be completed on or prior to 5:00 p.m., New York City time on the expiration date. This notice of guaranteed delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery), to the exchange agent. See "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus, dated            , 2005 (the "Prospectus") of Cascades. Cascades has the right to reject a tender of outstanding notes made pursuant to the guaranteed delivery procedures unless the registered holder using the guaranteed delivery procedure submits either (a) the outstanding notes tendered thereby, in proper form for transfer, or (b) confirmation of book-entry transfer as set forth in the prospectus, in either case together with one or more properly completed and duly executed letter(s) of transmittal (or facsimile thereof) and any other required documents by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the expiration date.

The exchange agent for the exchange offer is:

The Bank of New York

By Registered or Certified Mail:	Facsimile Transmission Number: (For Eligible Institutions Only)	By Hand Or Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe	(212) 298-1915                                  To Confirm by Telephone or for Information Call: (212) 815-6331	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Ms. Giselle Guadalupe

Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

        THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL 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 SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        The undersigned hereby tenders to Cascades, upon the terms and subject to the conditions set forth in the Prospectus dated            , 2005, and the related letter of transmittal (which together constitute the "exchange offer"), receipt of which is hereby acknowledged, the aggregate principal amount of the outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Outstanding Notes" and in Instruction 2 to the letter of transmittal.

2

DESCRIPTION OF SECURITIES TENDERED

Name and address of registered holder as it appears on the outstanding notes (Please print)

Certificate number(s) of outstanding notes tendered

Aggregate principal amount represented by outstanding notes*

Principal amount of outstanding notes tendered

*

Must be in denominations of a principal amount of US$1,000 and any integral multiple of US$1,000.

        If the outstanding notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X	Date:	, 2005
X	Date:	, 2005
Signature(s) of Owner(s) or Authorized Signatory

Area Code and Telephone Number:

3

        Must be signed by the holder(s) of the outstanding notes as their name(s) appear(s) on certificates of the outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement 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 set forth his or her full title below.

Please print name(s) and address(es)

Names(s):

Capacity:

Address(es):

4

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program hereby guarantees to deliver to the exchange agent, at one of its addresses set forth above, either (a) the outstanding notes tendered hereby, in proper form for transfer, or (b) confirmation of the book-entry transfer of such outstanding notes to the exchange agent's account at The Depository Trust Company maintained for such purpose, pursuant to the procedures for book-entry transfer set forth in the prospectus, in either case together with one or more properly completed and duly executed letter(s) of transmittal (or facsimile thereof) and any other required documents by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the expiration date.

        The undersigned acknowledges that it must deliver the letter(s) of transmittal and the outstanding notes tendered hereby to the exchange agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
	(Authorized Signature)

Address:	Title:
	Name:
(zip code)		(Please type or print)

Area Code and
Telephone Number:
Date:

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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DESCRIPTION OF SECURITIES TENDERED
THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)

EX-99.3

Exhibit 99.3

Offer to exchange
7¹/4% Senior Notes due 2013, which
have been registered under the Securities Act of 1933,
for outstanding
7¹/4% Senior Notes due 2013
of
Cascades Inc.

To The Depository Trust Company participants:

        Enclosed are the materials listed below relating to the offer by Cascades Inc. to exchange up to US$125,000,000 aggregate principal amount of its 7¹/4% Senior Notes due 2013, pursuant to an offering registered under the Securities Act of 1933, as amended, for a like principal amount of its issued and outstanding 7¹/4% Senior Notes due 2013, upon the terms and subject to the conditions set forth in the prospectus dated            , 2005 of Cascades Inc., and the related letter of transmittal, in each case as amended or supplemented from time to time (which together constitute the "exchange offer").

        Enclosed are copies of the following documents:

1.

Prospectus dated            , 2005;



2.

a Letter of Transmittal;



3.

a Notice of Guaranteed Delivery;



4.

Instructions to Book-Entry Transfer Participant From Owner; and



5.

a letter which may be sent to your clients for whose account you hold outstanding notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the exchange offer.

We urge you to contact your clients promptly. Please note that the offer will expire at 5:00 p.m., New York City time, on            , 2005, unless extended.

        The exchange offer is not conditioned upon any minimum number of outstanding notes being tendered.

        To participate in the exchange offer, a beneficial holder of outstanding notes must cause a Depository Trust Company's participant to tender such holder's outstanding notes to The Bank of New York's account, as exchange agent, maintained at The Depository Trust Company for the benefit of the exchange agent through The Depository Trust Company's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees, on behalf of The Depository Trust Company participant and the beneficial owners of tendered outstanding notes, to be bound by the terms of the letter of transmittal. By complying with The Depository Trust Company's ATOP procedures with respect the exchange offer, The Depository Trust Company participant confirms, on behalf of itself and the beneficial or owners of tendered outstanding notes, all provisions of the letter of transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the letter of transmittal to the exchange agent.

        Pursuant to the letter of transmittal, each holder of outstanding notes will represent to Cascades Inc. that (i) it is not an affiliate of Cascades Inc. or its subsidiaries or, if the holder is an affiliate of Cascades Inc. or its subsidiaries, it will comply with the registration and prospectus requirements of the Securities Act to the extent applicable, (ii) the exchange notes are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, (iii) the holder has not entered into an arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange

notes, (iv) the holder is not a broker-dealer who purchased the outstanding notes for resale pursuant to an exemption under the Securities Act, and (v) the holder will be able to trade exchange notes acquired in the exchange offer without restriction under the Securities Act. If the tendering holder is a broker-dealer that will receive exchange notes for its own account pursuant to the exchange offer, you will represent on behalf of such broker-dealer that the outstanding notes to be exchanged for the exchange notes were acquired by the broker dealer as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. By acknowledging that either you or the broker dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, neither you nor the broker-dealer will not be deemed to admit that you or the broker dealer is an "underwriter" within the meaning of the Securities Act.

        The enclosed instruction to the book-entry transfer participant from owner contains an authorization for you to make the foregoing representations from the beneficial owners of the outstanding notes to be tendered by you on their behalf in the exchange offer.

        We will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent) in connection with the solicitation of tenders of outstanding notes pursuant to the exchange offer. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.

        Additional copies of the enclosed material may be obtained from The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn: Global Finance Unit.

                                                                                        Very truly yours,

                                                                                        CASCADES INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF CASCADES INC. OR ANY OF ITS SUBSIDIARIES OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.4

Exhibit 99.4

Offer to exchange
7¹/4% Senior Notes due 2013, which
have been registered under the Securities Act of 1933,
for outstanding
7¹/4% Senior Notes due 2013
of
Cascades Inc.

To our clients:

        Enclosed is a prospectus dated            , 2005 of Cascades Inc. and a letter of transmittal (which together constitute the "exchange offer") relating to the offer by Cascades Inc. to exchange up to US$125,000,000 aggregate principal amount of its 7¹/4% Senior Notes due 2013, pursuant to an offering registered under the Securities Act of 1933, as amended, for a like principal amount of its issued and outstanding 7¹/4% Senior Notes due 2013, upon the terms and subject to the conditions set forth in the exchange offer.

Please note that the offer will expire at 5:00 p.m., New York City time, on            , 2005, unless extended.

        The exchange offer is not conditioned upon any minimum number of outstanding notes being tendered.

        We are the participants in the book-entry transfer facility of outstanding notes held by us for your account. A tender of such outstanding notes can be made only by us as the participant in the book-entry transfer facility 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 outstanding notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the outstanding 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 that are to be made with respect to you as beneficial owner.

        Pursuant to the letter of transmittal, each holder of outstanding notes will represent to Cascades that (i) it is not an affiliate of Cascades Inc. or its subsidiaries or, if the holder is an affiliate of Cascades Inc. or its subsidiaries, it will comply with the registration and prospectus requirements of the Securities Act to the extent applicable, (ii) the exchange notes are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, (iii) the holder has not entered into an arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes, (iv) the holder is not a broker-dealer who purchased the outstanding notes for resale pursuant to an exemption under the Securities Act, and (v) the holder will be able to trade exchange notes acquired in the exchange offer without restriction under the Securities Act. If the tendering holder is a broker-dealer that will receive exchange notes for its own account pursuant to the exchange offer, we will represent on behalf of such broker-dealer that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. By acknowledging that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Very truly yours,

EX-99.5

Exhibit 99.5

INSTRUCTIONS TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
CASCADES INC.
7¹/4% SENIOR NOTES DUE 2013

To participant of the book-entry transfer facility:

        The undersigned hereby acknowledges receipt of the prospectus dated            , 2005 of Cascades Inc. 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 notes held by you for the account of the undersigned is (fill in amount):

        US$              of the 7¹/4% Senior Notes due 2013.

        With respect to the exchange offer, the undersigned hereby instructs you (check appropriate statement):

        A.              TO TENDER the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered):

US$             ¹ of the 7¹/4% Senior Notes due 2013, and not to tender other outstanding notes, if any, held by you for the account of the undersigned;

OR

        B.              NOT TO TENDER any outstanding notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the outstanding 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 a beneficial owner, including but not limited to the representations, that (i) it is not an affiliate of Cascades Inc. or its subsidiaries or, if the holder is an affiliate of Cascades Inc. or its subsidiaries, it will comply with the registration and prospectus requirements of the Securities Act to the extent applicable, (ii) the exchange notes are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, (iii) the holder has not entered into an arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes, (iv) the holder is not a broker-dealer who purchased the outstanding notes for resale pursuant to an exemption under the Securities Act, and (v) the holder will be able to trade exchange notes acquired in the exchange offer without restriction under the Securities Act. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes to be exchanged for exchange notes were acquired by it as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus in connection with any resale of exchange notes, by so acknowledging 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.

¹

Must be a minimum aggregate principal amount of at least US$1,000 or an integral multiple of US$1,000 thereof.

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: