Norampac Completes Credit Refinancing

Norampac Inc. completed the refinancing of substantially all its credit facilities and credit lines on May 28, 2003. The refinancing included the private placement to institutional investors of US$250 million 6 3/4 per cent senior notes due 2013. Deutsche Bank Securities and CIBC World Markets Inc. acted as joint book-running managers and NBC International (USA) Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., BNP Paribas, Comerica Securities, SG Cowen, TD Securities Inc. and Tokyo-Mitsubishi International plc, acted as co-managers for the private placement.

Concurrently with the private placement, Norampac and two of its subsidiaries entered into a five-year $350 million revolving credit facility, with a banking syndicate that included CIBC, as lead arranger, National Bank of Canada, The Bank of Nova Scotia and Deutsche Bank AG, as co-arrangers, and also comprised of Bank of Montreal, BNP Paribas (Canada), Comerica Bank, Société Générale (Canada), TD Bank, Bank of Tokyo-Mitsubishi (Canada) and Caisse centrale Desjardins.

For the private placement, the Norampac legal team was led by in-house counsel Robert Hall, Brigitte Dufour and Michael Guerra; and assisted in Canada, by Fraser Milner Casgrain LLP with a team that included Charles Spector, Vitale Santoro and Constantine Kyres (tax); and in the U.S., by Jones Day with a team that included Richard Kosnik, Meredith Berkowitz, Jonathan Cole, Jennifer Smith and Rory Lyons (tax). The initial purchasers were represented by Cahill Gordon & Reindel LLP, with a team that included William Hartnett, John Tripodoro, Kavita Dolan and Wendy Bass.

For the bank financing, Norampac was represented in Canada, by Marc Novello, Martin Racicot and Johanne Chambers of Fasken Martineau DuMoulin LLP, and in the U.S., by Steven Hall of Jones Day.

The banking syndicate was represented in Canada, by McCarthy Tétrault LLP with a team that included J. Michel Deschamps, Richard O’Doherty, Stephen Furlan, J. Michael McIntosh, Kelsey Clark, Kevin Wright and Michael Birch (financial services), Louis-Martin Dubé, Danielle Drolet, Gina Putman and Greg Liakopoulos (real estate and planning), and assisted by Michael Clain of Brauner Baron Rosenzweig & Klein LLP in New York.