Exhibit 4.13


 


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




COMPUTERSHARE TRUST COMPANY OF CANADA,


 


as Trustee


 




    	



     


    

 


FIFTH SUPPLEMENTAL
INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this “Fifth
Supplemental Indenture”), dated as of March 29, 2017, between 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 Computershare Trust Company of Canada, 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 2021 (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 Province of Quebec.


 


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 certified 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           Language. The parties hereto have required that this Indenture and all documents and notices related hereto
and/or resulting herefrom be drawn up in English only. Les parties aux présentes ont exigé que la présente
convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés
en langue anglaise seulement.


 


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


 




    	



     


    

 


	 	COMPUTERSHARE TRUST
	 	COMPANY OF CANADA,
	 	as Trustee and not in its personal capacity
	 	 
	 	By:	/s/ Sophie Brault
	 	 	Name:	Sophie Brault
	 	 	Title:	Manager
	 	 	 	 
	 	By:	/s/ Christel Ah-Knee
	 	 	Name:	Christel Ah-Knee
	 	 	Title:	Professional, Corporate
	 	 	 	Trust Services