Exhibit 4.20


 


FIFTH SUPPLEMENTAL INDENTURE


 


dated as of December 14, 2017


 


to the




INDENTURE


 


dated as of May 19, 2015




among


 


CASCADES INC.,




THE SUBSIDIARY GUARANTORS named therein, and




WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 




    	



     


    

 


FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this “Fifth
Supplemental Indenture”), dated as of December 14, 2017, among MCBXCCC Packaging Inc., an Ontario corporation (the “Guaranteeing
Subsidiary”), Cascades Inc., a corporation organized under the laws of the Province of Québec, Canada (the “Company”),
and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.


 


WITNESSETH:


 


WHEREAS, each of the Company, the Subsidiary
Guarantors named therein and the Trustee have heretofore executed and delivered an indenture dated as of May 19, 2015 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of its 5.75% Senior
Notes due 2023 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture to which the
Guaranteeing Subsidiary 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”); and


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Company and the Trustee are authorized to execute and deliver this Fith 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 Subsidiary,
the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.          Defined
Terms. As used in this Fifth Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are
used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of
similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular
section hereof.


 


ARTICLE II


 


AGREEMENT TO
BE BOUND; GUARANTEE


 


SECTION 2.1.          Agreement
to be Bound. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Subsidiary Guarantor 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.


 




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SECTION 2.2.          Subsidiary
Guarantee. The Guaranteeing Subsidiary agrees 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 Fifth Supplemental Indenture
shall constitute evidence of the Guaranteeing Subsidiary’s Subsidiary Guarantee.


 


ARTICLE
III 



 


MISCELLANEOUS


 


SECTION 3.1.          Notices.
All notices and other communications to the Guaranteeing Subsidiary shall be given as provided in the Indenture to the Guaranteeing
Subsidiary, with a copy to the Company as provided in the Indenture for notices to the Company.


 


SECTION 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 Fifth Supplemental Indenture
or the Indenture or any provision herein or therein contained.


 


SECTION 3.3.          Governing
Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New
York.


 


SECTION 3.4.          Severability.
In case any provision in this Fifth 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.


 


SECTION 3.5.          Benefits
Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.
The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of
such benefits.


 


SECTION 3.6.          Ratification
of Indenture; Fifth 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 Fifth 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 bound hereby.


 


SECTION 3.7.          The
Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Fifth Supplemental Indenture
or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.


 


SECTION 3.8.          Counterparts.
The parties hereto may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of this Fifth Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fifth Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Fifth 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.


 




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SECTION 3.9.          Execution
and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of any such Guarantee.


 


SECTION 3.10.         Headings.
The headings of the Articles and the Sections in this Fifth 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.


 


SECTION 3.11.         FATCA.
This Fifth 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 Revenue Code.


 


[The remainder of this page is
intentionally left blank.]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.


 


	 	CASCADES INC.
	 	 
	 	By:	/s/ Robert F. Hall
	 	 	Name: 	Robert F. Hall
	 	 	Title:	Chief Legal Officer
	 	 	 	and Corporate Secretary
	 	 	 	 
	 	MCBXCCC PACKAGING INC., 
	 	as the Guaranteeing Subsidiary
	 	 
	 	By:	/s/ Charles Malo
	 	 	Name: 	Charles Malo
	 	 	Title:	President


 




    	



     


    

 


	 	WELLS FARGO BANK, NATIONAL 
	 	ASSOCIATION, 
	 	as Trustee
	 	 
	 	By:	/s/ Melissa A. Hancock
	 	 	Name: 	Melissa A. Hancock
	 	 	Title:	Vice President