Exhibit 4.19


 


FOURTH SUPPLEMENTAL INDENTURE


 


dated as of March 29, 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


 




     


     


    

  


FOURTH SUPPLEMENTAL INDENTURE


 


FOURTH SUPPLEMENTAL INDENTURE (this
“Fourth 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 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture refer to this Fourth 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.


 


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 Fourth Supplemental Indenture shall constitute
evidence of the Guaranteeing Subsidiary’s Subsidiary Guarantee.


 




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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 Fourth Supplemental Indenture or the
Indenture or any provision herein or therein contained.


 


SECTION 3.3. Governing Law. This
Fourth 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 Fourth 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;
Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of this Fourth Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture
as to the parties hereto and may be used in lieu of the original Fourth 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.


 


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.


 




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