Exhibit 4.6


 


FIFTH SUPPLEMENTAL INDENTURE


 


dated as of March 29, 2017


 


to the




INDENTURE


 


dated as of June 19, 2014




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 March 29, 2017, among Cascades CS+ USA Inc., a Delaware corporation (the “Guaranteeing
Subsidiary”), 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.


 


WITNESSETH:


 


WHEREAS, each of the Company, the Subsidiary
Guarantors named therein 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 (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 Fifth 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.


 


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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
	 	 	 	 
	 	CASCADES CS+ USA INC.,
	 	as the Guaranteeing Subsidiary
	 	 
	 	By:	/s/ Pascal Aguettaz
	 	 	Name:	Pascal Aguettaz
	 	 	Title:	President


 




    	



     


    

 


	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	/s/ Yana Kislenko
	 	 	Name:	Yana Kislenko
	 	 	Title:	Vice President