FIRST SUPPLEMENTAL INDENTURE dated as of March 16, 2015 to the INDENTURE dated
as of June 19, 2014 among CASCADES INC., as the Company, THE SUBSIDIARY
GUARANTORS named therein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of March 16, 2015, among 401 47th Street Holding LLC and 4626 Royal Avenue Holding
LLC (the “Guaranteeing Subsidiaries”), Cascades Inc., a corporation organized under the laws of the Province
of Quebec, Canada (the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture
referred to below.
WHEREAS, each of the Company, the Subsidiary
Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of June 19, 2014 (as amended, supplemented,
waived or otherwise modified, the “Indenture”), providing for the issuance of its 5.50% Senior Notes due 2022
WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to which the Guaranteeing
Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other Subsidiary Guarantors, all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);
WHEREAS, pursuant to Section 9.01 of the Indenture,
the Company and the Trustee are authorized to execute and deliver this First Supplemental Indenture to amend or supplement the
Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the
Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
2.1 Agreement to be Bound. The Guaranteeing Subsidiaries
hereby become parties to the Indenture as Subsidiary Guarantors and as such will have all of the rights
and be subject to all of the obligations and agreements
of a Subsidiary Guarantor under the Indenture.
2.2 Subsidiary Guarantee. The Guaranteeing Subsidiaries
agree to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant
to Article 10 of the Indenture on a senior basis and this First Supplemental Indenture shall constitute evidence of each Guaranteeing
Subsidiary’s Subsidiary Guarantee.
3.1 Notices. All notices and other communications
to the Guaranteeing Subsidiaries shall be given as provided in the Indenture to the Guaranteeing Subsidiaries, with a copy to the
Company as provided in the Indenture for notices to the Company.
3.2 Parties. Nothing expressed or mentioned herein
is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or
equitable right, remedy or claim under or in respect of this First Supplemental Indenture or the Indenture or any provision herein
or therein contained.
3.3 Governing Law. This First Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York.
3.4 Severability. In case any provision in this
First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability.
3.5 Benefits Acknowledged. Each Guaranteeing Subsidiary’s
Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiaries acknowledge that they
will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the guarantee
and waivers made by them pursuant to this Guarantee are knowingly made in contemplation of such benefits.
3.6 Ratification of Indenture; First Supplemental Indenture
Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
3.7 The Trustee. The Trustee makes no representation
or warranty as to the validity or sufficiency of this First Supplemental Indenture or with respect to the recitals contained herein,
all of which recitals are made solely by the other parties hereto.
3.8 Counterparts. The parties hereto may sign any
number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. The exchange of copies of this First Supplemental Indenture and
of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used
in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.
3.9 Execution and Delivery. The Guaranteeing Subsidiaries
agree that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
any such Guarantee.
3.10 Headings. The headings of the Articles and the Sections
in this First Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning
or interpretation of any provisions hereof.
3.11 FATCA. This First Supplemental Indenture has not resulted
in a material modification of the issuance for purposes of the Foreign Account Tax Compliance Act (FATCA) provisions of the Internal
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IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the date first above written.