Industry Canada

Certificate
of Amendment

Canada Business
Corporations Act

Industry Canada

Certificate
of Amendment

Canada Business
Corporations Act

Industry Canada

July 6, 1998

ROLLAND INC.
ATTN: L.O. DESY
2 AVENUE ROLLAND
SAINT-JEROME, QUE
J7Z 5S1

ReObjet

PROVINCIAL PAPERS INC.

Enclosed herewith is the document issued in the above matter.

A notice of issuance of CBCA documents will be published in the Canada Corporations Bulletin. A notice of issuance of CCA documents will be published in the Canada Corporations Bulletin and the Canada Gazette.

IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD BE OBSERVED:

This name is available for use as a corporate name subject to and conditional upon the applicants assuming full responsibility for any risk of confusion with existing business names and trade marks (including those set out in the relevant NUANS search report(s)). Acceptance of such responsibility will comprise an obligation to change the name to a dissimilar one in the event that representations are made and established that confusion is likely to occur. The use of any name granted is subject to the laws of the jurisdiction where the company carries on business.

For the Director General, Corporations Directorate

Industry Canada

Certificate
of Continuance

Canada Business
Corporations Act

SCHEDULE A

        No share in the capital of the Corporation shall be transferred without either:

(a)

the consent of the holders of at least fifty-one percent (51%) of the common shares of the Corporation for the time being outstanding expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of at least fifty-one percent (51%) of such shares, or



(b)

the consent 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.

SCHEDULE B

        Without in any way restricting the powers conferred upon the Corporation or its board of directors by the Canada Business Corporations Act, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without authorization of the shareholders, in such amounts and on such terms as it deems expedient:

(a)

borrow money upon the credit of the Corporation;



(b)

issue, re-issue, sell or pledge debt obligations of the Corporation;



(c)

subject to the provisions of the Canada Business Corporations Act, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and



(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.

        The board of directors may from time to time delegate to a director, a committee of directors or an officer of the Corporation any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.

        The number of shareholders of the Corporation, exclusive of persons who are in its employment 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, is 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.

        Any invitation to the public to subscribe for securities of the Corporation is prohibited.

1236837

Ministry of Consumer and Commercial Relations

CERTIFICATE

This is to certify that these articles are effective on April 30, 1997.

Director, Business Corporations Act

FORM 8
Business Corporations Act

ARTICLES OF ARRANGEMENT

1.

The name of the corporation is:

PROVINCIAL PAPERS INC.

2.

The new name of the corporation (if changed by the arrangement):

3.

Date of incorporation:

4.

The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporations Act.

5.

A copy of the arrangement is attached to these articles as Exhibit "A".

6.

The arrangement was approved by the court on

and a certified copy of the Order of the court is attached to these articles as Exhibit "B".

7.

The terms and conditions to which the scheme is made subject by the Order have been complied with.

These articles are signed in duplicate.

        I HEREBY CERTIFY that annexed hereto is a true and correct copy of an amended and restated Arrangement Agreement between Provincial Papers Holdings Inc., Provincial Papers Inc., Provincial Papers Shareholdings Inc., 1228056 Ontario Limited and Rolland Inc. dated as of the 25th day of April, 1997 and that the same is still in full force and effect, unamended.

        DATED the 30th day of April, 1997.
  

EXHIBIT "A"

ARRANGEMENT AGREEMENT

        THIS AGREEMENT dated as of April 25, 1997 is made

BETWEEN:

PROVINCIAL PAPERS HOLDINGS INC.
a corporation incorporated under the laws of Ontario
("Provincial Papers")

-and-

PROVINCIAL PAPERS INC.
a corporation incorporated under the laws of Ontario
("PPI")

-and-

PROVINCIAL PAPERS SHAREHOLDINGS INC.
a corporation incorporated under the laws of Ontario
CPPSI")

-and-

1228056 ONTARIO LIMITED
a corporation incorporated under the laws of Ontario
("Acquireco")

-and-

ROLLAND INC.
a corporation incorporated under the laws of Canada
("Rolland")

WHEREAS:

A.

Provincial Papers intends to propose to its shareholders an Arrangement under Section 182 of the Business Corporations Act of Ontario.

B.

The Arrangement will be on the terms and conditions set forth in this Agreement and the Plan of Arrangement attached as Schedule A.

C.

The parties have agreed to enter into this Agreement setting out the terms and conditions on which the Arrangement will be carried out.

D.

This Agreement amends and restates the Agreement entered into by the parties as of the 10th day of April, 1997.

        NOW THEREFORE THIS AGREEMENT WITNESSES that, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1INTERPRETATION

1.1   Definitions.

        In this Agreement:

        "Acquireco" means 1228056 Ontario Limited, a corporation governed by the laws of Ontario;

        "Agreement" means this Agreement and the recitals and Schedules hereto, as amended, modified or supplemented from time to time;

        "Arrangement" means the arrangement proposed under Section 182 of the OBCA, on the terms and conditions set forth in the Plan of Arrangement, and any amendment, modification or supplement thereto from time to time made in accordance with the terms thereof;

        "Articles of Arrangement" means articles of arrangement in respect of the Arrangement in the form required by the OBCA to be sent to the Director after the Final Order is granted;

        "Business" means the business of manufacturing fine coated papers carried on by PPI;

        "Business Day" means a day other than Saturday, Sunday or a statutory holiday or civic holiday in Ontario;

        "Certificate of Arrangement" means the certificate of the Articles of Arrangement;

        "Closing Date" shall be:

(i)

the second Business Day following the granting of the Final Order, or such other day as the parties may agree, if no Person appears to oppose the granting of the Final Order,



(ii)

the thirty-first day following the granting of the Final Order if a Person appears to oppose the granting of the Final Order and if no notice of appeal or motion to set aside the Final Order is filed prior to such date,



(iii)

the second Business Day following the final disposition of any appeal or motion with respect to the Final Order if such an appeal or motion is filed, or



(iv)

such other date as the parties may agree;

        "Court" means the Ontario Court of Justice (General Division);

        "Director" means the director appointed under Section 278 of the OBCA;

2

        "Dispute" shall have the meaning ascribed to it in Section 7.1;

        "Effective Date" means the date of issue shown on the Certificate of Arrangement issued by the Director under subsection 183(2) of the OBCA;

        "Effective Time" means the time on the Effective Date when the Certificate of Arrangement is issued;

        "Information Document" means the information document of Provincial Papers to be prepared and sent to the Provincial Papers Shareholders in connection with the Provincial Papers Shareholders' Meetings;

        "Environmental Law" means any statute, by-law, regulation, enactment, ordinance, rule, permit, consent, approval, license, judgment, order, writ, judicial decision, common-law rule (including without limitation the common-law respecting nuisance and tortuous liability), decree, injunction, agreement or authorization or other requirement having the force and effect of law, whether federal, provincial, territorial, municipal or local, related to environmental or occupational health and safety matters, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

        "Environmental Permit" means any license, permit, approval or authorization required under any applicable Environmental Law;

        "Final Order" means the order of the Court approving the Arrangement;

        "Financial Statements" means the audited financial statements of Provincial Papers and each of the Subsidiaries each consisting of a balance sheet and statements of earnings and changes in financial position for the years ended October 31, 1994, 1995 and 1996, together with the report of KPMG, Chartered Accountants, thereon and the notes thereto, and the unaudited financial statements of Provincial Papers for the fiscal quarter ended January 31, 1997 and of PPI for the period ended March 31, 1997, true copies of which comprise Schedule B;

        "Governmental Authority" means:

(a)

any federal, provincial or municipal agency, department, ministry or authority;



(b)

any court, tribunal or board; or



(c)

any non-governmental body to the extent that such body has the authority to make rules, orders or other requirements applicable to the Provincial Papers Shares, Provincial Papers, the Subsidiaries, the Real Property or the Business;

        "Interim Order" means the interim order of the Court with respect to the Arrangement;

        "Mailing Date" means the date of mailing of the Information Document to Provincial Papers Shareholders;

3

        "Material Contracts" means those contracts of Provincial Papers or a Subsidiary whose term does not end or cannot be terminated within 90 days and pursuant to which Provincial Papers or the Subsidiary, as the case may be, is obligated to pay in excess of $100,000 per annum in respect of such contract;

        "Negotiation Period" shall have the meaning ascribed thereto in Section 7.3(a);

        "OBCA" means the Business Corporations Act (Ontario);

        "Ordinary Course of Business" means the conduct by PPI of the Business or by Provincial Papers and the other Subsidiaries of their businesses;

(a)

as the same have been conducted historically by each of them, following their usual practices with respect to sales and production activity, maintenance and repair of machinery and equipment, incurring ordinary liabilities or expenditures and making ordinary contracts, sales, purchases and commitments and other matters relating to their operations and following their usual accounting practices in recognizing income, making accruals and providing for reserves, or



(b)

consistent with the current business plan of PPI;

        "Owned Property" means the real property owned by Provincial Papers or the Subsidiaries as more specifically defined in Section 3.2(m) of this Agreement;

        "Plan of Arrangement" means the plan of arrangement in the form attached as Schedule A to this Agreement, as amended, modified or supplemented from time to time;

        "Person" includes individuals, corporations, partnerships, limited partnerships, joint stock companies, joint ventures, associations, companies, trusts or other organizations, whether or not legal entities;

        "Place of Closing" means the offices of Cassels Brock & Blackwell, Scotia Plaza, Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2;

        "PPI" means Provincial Papers Inc., a corporation governed by the laws of Ontario;

        "PPSI" means Provincial Papers Shareholdings Inc., a corporation governed by the laws of Ontario;

        "Provincial Group" means Provincial Papers and the Subsidiaries;

        "Provincial Papers" means Provincial Papers Holdings Inc., a corporation governed by the laws of Ontario;

        "Provincial Papers Shares" means the Class X Common Shares, Series A, the Class X Common Shares, Series B and the Class Y Common Shares in the capital of Provincial Papers;

4

        "Provincial Papers Shareholders" means at any time the holders at that time of Provincial Papers Shares;

        "Provincial Papers Shareholders' Meetings" means the special meeting of the holders of Special Voting Shares, of the Class X Common Shares and the special meeting of the holders of the Class Y Common Shares each to be held on or before April 30, 1997 or such other day the parties may agree, and any adjournment(s) or postponement(s) thereof, to consider and, if thought appropriate, to pass, whether with or without variation, a special resolution to approve the Arrangement;

        "Pulpwood Supply Agreement" means that certain agreement between Abitibi-Price Inc., Provincial Papers and PPI dated May 3, 1993 with respect to the supply of pulpwood;

        "Real Property" means the real property owned or leased by Provincial Papers or the Subsidiaries as more specifically defined in Section 3.2(m) of this Agreement;

        "Rolland" means Rolland Inc., a corporation governed by the laws of Canada;

        "Securities Act" means the Securities Act (Ontario);

        "Securities Legislation" means the OBCA and the Securities Act, as now enacted or as the same may be amended, and the applicable rules, regulations, rulings, orders and forms made or promulgated under such statutes and the published policies of the regulatory authorities administering such statutes, as well as the rules, regulations, by-laws and policies of any relevant stock exchange;

        "Subsidiaries" means PPI, PPSI and Provincial Papers of America, Inc., a corporation incorporated pursuant to the laws of Delaware;

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