Exhibit 4.9


 


EXECUTION VERSION


 





 



 


CASCADES INC.,


as Company


 


5.50% SENIOR NOTES DUE 2021


 


 



 


INDENTURE


 


Dated as of June 19, 2014


 





 



 


COMPUTERSHARE TRUST COMPANY OF CANADA


as Trustee


 





 



 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE 1.
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 	 
	Section 1.01.	 	Definitions	 	1
	Section 1.02.	 	Other Definitions	 	29
	Section 1.03.	 	Rules of Construction	 	30
	 	 	 	 	 
	ARTICLE 2.
	 
	THE NOTES
	 	 	 	 	 
	Section 2.01.	 	Form and Dating	 	30
	Section 2.02.	 	Execution and Certification	 	32
	Section 2.03.	 	Registrar and Paying Agent	 	33
	Section 2.04.	 	Paying Agent to Hold Money in Trust	 	33
	Section 2.05.	 	Holder Lists	 	33
	Section 2.06.	 	Transfer and Exchange	 	33
	Section 2.07.	 	Replacement Notes	 	43
	Section 2.08.	 	Outstanding Notes	 	43
	Section 2.09.	 	Treasury Notes	 	43
	Section 2.10.	 	Temporary Notes	 	44
	Section 2.11.	 	Cancellation	 	44
	Section 2.12.	 	Payment of Interest; Defaulted Interest	 	44
	Section 2.13.	 	CUSIP or ISIN Numbers	 	44
	Section 2.14.	 	Issuance of Additional Notes	 	45
	 	 	 	 	 
	ARTICLE 3.
	 
	REDEMPTION AND PREPAYMENT
	 	 	 	 	 
	Section 3.01.	 	Notices to Trustee	 	45
	Section 3.02.	 	Selection of Notes to Be Redeemed	 	45
	Section 3.03.	 	Notice of Redemption	 	46
	Section 3.04.	 	Effect of Notice of Redemption	 	47
	Section 3.05.	 	Deposit of Redemption Price	 	47
	Section 3.06.	 	Notes Redeemed in Part	 	47
	Section 3.07.	 	Optional Redemption	 	47
	Section 3.08.	 	Mandatory Redemption	 	48
	Section 3.09.	 	Offer To Purchase by Application of Excess Proceeds	 	49
	 	 	 	 	 
	ARTICLE 4.
	 
	COVENANTS
	 	 	 	 	 
	Section 4.01.	 	Payment of Notes	 	50
	Section 4.02.	 	Maintenance of Office or Agency	 	51


 




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	 	 	 	 	Page
	 	 	 	 	 
	Section 4.03.	 	Reports	 	51
	Section 4.04.	 	Compliance Certificate	 	52
	Section 4.05.	 	Taxes	 	52
	Section 4.06.	 	Stay, Extension and Usury Laws	 	52
	Section 4.07.	 	Corporate Existence	 	53
	Section 4.08.	 	Payments for Consent	 	53
	Section 4.09.	 	Limitation on Debt	 	53
	Section 4.10.	 	Limitation on Restricted Payments	 	56
	Section 4.11.	 	Limitation on Liens	 	60
	Section 4.12.	 	Limitation on Asset Sales	 	60
	Section 4.13.	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	62
	Section 4.14.	 	Limitation on Affiliate Transactions	 	63
	Section 4.15.	 	Designation of Restricted and Unrestricted Subsidiaries	 	65
	Section 4.16.	 	Repurchase at the Option of Holders Upon a Change of Control	 	66
	Section 4.17.	 	Future Subsidiary Guarantors	 	68
	Section 4.18.	 	Covenant Termination	 	68
	Section 4.19.	 	Additional Amounts	 	69
	 	 	 	 	 
	ARTICLE 5.
	 
	SUCCESSORS
	 	 	 	 	 
	Section 5.01.	 	Merger, Consolidation and Sale of Assets	 	71
	Section 5.02.	 	Successor Corporation Substituted	 	73
	 	 	 	 	 
	ARTICLE 6.
	 
	DEFAULTS AND REMEDIES
	 	 	 	 	 
	Section 6.01.	 	Events of Default	 	73
	Section 6.02.	 	Acceleration	 	75
	Section 6.03.	 	Other Remedies	 	76
	Section 6.04.	 	Waiver of Past Defaults	 	76
	Section 6.05.	 	Control by Majority	 	76
	Section 6.06.	 	Limitation on Suits	 	77
	Section 6.07.	 	Rights of Holders to Receive Payment	 	77
	Section 6.08.	 	Collection Suit by Trustee	 	77
	Section 6.09.	 	Trustee May File Proofs of Claim	 	77
	Section 6.10.	 	Priorities	 	78
	Section 6.11.	 	Undertaking for Costs	 	78
	 	 	 	 	 
	ARTICLE 7.
	 
	TRUSTEE
	 	 	 	 	 
	Section 7.01.	 	Duties of Trustee	 	78
	Section 7.02.	 	Rights of Trustee	 	79
	Section 7.03.	 	Individual Rights of Trustee	 	81
	Section 7.04.	 	Trustee’s Disclaimer	 	81
	Section 7.05.	 	Notice of Defaults	 	81


 




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	 	 	 	 	Page
	 	 	 	 	 
	Section 7.06.	 	Compensation and Indemnity	 	81
	Section 7.07.	 	Replacement of Trustee	 	82
	Section 7.08.	 	Successor Trustee by Merger, etc.	 	83
	Section 7.09.	 	Eligibility; Disqualification	 	83
	 	 	 	 	 
	ARTICLE 8.
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 	 
	Section 8.01.	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	83
	Section 8.02.	 	Legal Defeasance and Discharge	 	83
	Section 8.03.	 	Covenant Defeasance	 	84
	Section 8.04.	 	Conditions to Legal or Covenant Defeasance	 	84
	Section 8.05.	 	Deposited Cash and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	86
	Section 8.06.	 	Repayment to Company	 	86
	Section 8.07.	 	Reinstatement	 	87
	 	 	 	 	 
	ARTICLE 9.
	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 	 
	Section 9.01.	 	Without Consent of Holders of Notes	 	87
	Section 9.02.	 	With Consent of Holders of Notes	 	88
	Section 9.03.	 	Compliance with Trust Indenture Legislation	 	89
	Section 9.04.	 	Revocation and Effect of Consents	 	89
	Section 9.05.	 	Notation on or Exchange of Notes	 	90
	Section 9.06.	 	Trustee to Sign Amendments, etc.	 	90
	 	 	 	 	 
	ARTICLE 10.
	 
	SUBSIDIARY GUARANTEES
	 	 	 	 	 
	Section 10.01.	 	Subsidiary Guarantees	 	90
	Section 10.02.	 	Limitation on Subsidiary Guarantor Liability	 	92
	Section 10.03.	 	Evidence of Subsidiary Guarantee	 	92
	Section 10.04.	 	Subsidiary Guarantors May Consolidate, etc., on Certain Terms	 	93
	Section 10.05.	 	Releases Following Sale or Other Disposition of Assets	 	93
	 	 	 	 	 
	ARTICLE 11.
	 
	SATISFACTION AND DISCHARGE
	 	 	 	 	 
	Section 11.01.	 	Satisfaction and Discharge	 	94
	Section 11.02.	 	Deposited Cash and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	94
	Section 11.03.	 	Repayment to Company	 	95


 




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	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE 12.
	 
	MISCELLANEOUS
	 	 	 	 	 
	Section 12.01.	 	Trust Indenture Legislation	 	95
	Section 12.02.	 	Notices	 	95
	Section 12.03.	 	Certificate and Opinion as to Conditions Precedent	 	97
	Section 12.04.	 	Statements Required in Certificate or Opinion	 	97
	Section 12.05.	 	Rules by Trustee and Agents	 	97
	Section 12.06.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	97
	Section 12.07.	 	Governing Law	 	98
	Section 12.08.	 	No Adverse Interpretation of Other Agreements	 	98
	Section 12.09.	 	Successors	 	98
	Section 12.10.	 	Severability	 	98
	Section 12.11.	 	Attorn to Jurisdiction	 	98
	Section 12.12.	 	Conversion of Currency	 	98
	Section 12.13.	 	Currency Equivalent	 	99
	Section 12.14.	 	Counterpart Originals	 	99
	Section 12.15.	 	Table of Contents, Headings, etc.	 	100
	Section 12.16.	 	Anti-Money Laundering	 	100
	Section 12.17.	 	Language	 	100


 




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This INDENTURE dated as of June 19, 2014, is among
CASCADES INC., a corporation organized under the laws of the Province of Quebec, Canada (the “Company”), the
Subsidiary Guarantors listed on the signature pages hereto, and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing
under the laws of Canada, as trustee (the “Trustee”).


 


All dollar amounts in this Indenture are expressed
in Canadian dollars unless otherwise specified or the context requires otherwise. The Company, the Guarantors and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 5.50% Senior Notes due 2021
(the “Notes”):


 


ARTICLE 1.


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.          Definitions.


 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


“144A Global Note” means the
Global Note or Global Notes substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Additional Assets” means:


 


(a)          any Property (other than cash,
Temporary Cash Investments, securities and Capital Stock) to be owned by the Company or any Restricted Subsidiary in a Related
Business (including any capital expenditures with respect to any Property already owned or to be owned);


 


(b)          Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary
from any Person other than the Company or a Subsidiary of the Company; or


 


(c)          Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;


 


provided, however, that, in the case of clauses (b)
and (c), such Restricted Subsidiary is primarily engaged in a Related Business.


 


“Additional Notes” means any
Notes (other than Initial Notes) issued under this Indenture in accordance with Section 2.02, Section 2.14 and Section 4.09 hereof,
as part of the same series as the Initial Notes or as an additional series.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person.


 


For the purposes of this definition, “control,”
when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 




    	 



    	 



    

 


“Agent” means any Registrar, co-registrar,
Paying Agent or additional paying agent.


 


“Applicable Procedures” means,
with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures
of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.


 


“Asset Sale” means any sale,
lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are
part of a common plan) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation
or similar transaction (each referred to for the purposes of this definition as a “disposition”), of


 


(a)          any shares of Capital Stock
of a Restricted Subsidiary (other than directors’ qualifying shares or shares or interests required to be held by foreign
nationals under law), or


 


(b)          any other
Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted
Subsidiary.


 


Notwithstanding the foregoing, the following items shall not be
deemed to be Asset Sales:


 


(1)          any disposition
by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;


 


(2)          any disposition
that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.10 hereof;


 


(3)          any disposition
effected in compliance with Section 5.01 hereof or constituting a Change of Control;


 


(4)          any disposition or series of
related dispositions with an aggregate Fair Market Value and for net proceeds (exclusive of indemnities) of less than the greater
of (x) $50.0 million and (y) 2.0% of Consolidated Net Tangible Assets;


 


(5)          sales, transfers or other distributions
of Property, including Capital Stock of Restricted Subsidiaries, for consideration at least equal to the Fair Market Value of the
Property sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted
Subsidiary engaged in, or Property (other than cash, except to the extent used as a bona fide means of equalizing the value of
the Property involved in the asset swap transaction) of a nature or type that are used in, a business having Property of a nature
or type, or engaged in a business similar or related to the nature or type of the Property, or businesses of, the Company and its
Restricted Subsidiaries existing on the date of such sale or other disposition;


 


		(6)	the creation of any Permitted Lien;



 


(7)          any disposition of surplus,
discontinued, obsolete or worn-out equipment or other immaterial assets or other personal Property that is no longer used or useful
in the ongoing business of the Company and its Restricted Subsidiaries;


 


(8)          any surrender, waiver or settlement
of contract rights or release of contract or tort claims;


 




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(9)          any sale
of cash or Temporary Cash Investments or the unwinding of any Hedging Obligations;


 


(10)        dispositions
of receivables in connection with a sale or the compromise, settlement or collection thereof or in a bankruptcy or similar proceeding;


 


(11)        the licensing
or sublicensing of intellectual property or other general intangibles and licenses, leases, subleases or co-location agreements
with respect to other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries;


 


		(12)	sales of interests in or assets of Unrestricted Subsidiaries;



 


(13)        any exchange or trade-in of
equipment or other property by the Company or any Restricted Subsidiary in exchange for other equipment or property of a nature
or type that is used or to be used in, the businesses of the Company and its Restricted Subsidiaries; provided that the
Fair Market Value of the equipment or property received is at least as great as the Fair Market Value of the equipment or other
property being exchanged or traded-in;


 


		(14)	any sale of Receivables pursuant to a Qualified Receivables Transaction;



 


(15)        any disposition of Property
by the Company or any Subsidiary in connection with the transfer of the Company’s Larochette mill to Reno de Medici S.p.A.
or in connection with transactions relating to Boralex Inc., Reno de Medici S.p.A. or Cascades Recovery Inc.; and


 


(16)        any disposition arising from
foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under
any lease, license, concession or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement
or arrangement.


 


“Attributable Debt” in respect
of a Sale and Leaseback Transaction means, at any date of determination,


 


(a)          if such
Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition
of “Capital Lease Obligations,” and


 


(b)          in all other instances the
present value (discounted at the interest rate implicit in such transaction compounded annually) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any
period for which such lease has been extended).


 


“Average Life” means, as of
any date of determination, with respect to any Debt, the quotient obtained by dividing:


 


(a)          the sum of the product of the
numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive
scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the
amount of such payment by


 


		(b)	the sum of all such payments.



 




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“Bankruptcy Law” means Title
11, U.S. Code or any similar federal or state law for the relief of debtors, the Bankruptcy and Insolvency Act (Canada),
the Companies’ Creditors Arrangement Act (Canada) or any other Canadian federal or provincial law or the law
of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.


 


“Board of Directors” means,
as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board
of directors or other governing body of the general partnership of such Person) or, in each case, any duly authorized committee.


 


“Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by
the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee.


 


“Business Day” means each day
which is not a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City or Montreal.


 


“Canadian Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of Canada (including any agency
or instrumentality thereof) for the payment of which the full faith and credit of Canada is pledged and which are not callable
or redeemable at the issuer’s option.


 


“Canadian Resale
Legend” means the legend set forth in Section 2.06(f)(i)(B) hereof to be placed on all Notes issued under this Indenture
except as otherwise permitted by the provisions of this Indenture.


 


“Capital Lease Obligations”
means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP;
and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance
with GAAP ; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section
4.11 hereof, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.


 


“Capital Stock” means, with
respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock, limited liability
company interests or partnership interests or any other participations, rights, warrants, options or other interests in the nature
of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into
such equity interest.


 


“Capital Stock Sale Proceeds”
means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company
or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees
to the extent such sale is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have
been repaid with cash on or prior to the date of determination) by the Company of its Capital Stock (other than Disqualified Stock)
after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and
net of taxes paid or payable as a result thereof.


 




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“Change of Control” means the occurrence
of any of the following events:


 


(a)          any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions
to either of the foregoing) of persons, including any group acting for the purpose of acquiring, holding, voting or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than the Permitted Holders, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the total voting power of the Voting Stock
of the Company; or


 


(b)          the sale, transfer, assignment,
lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of the Company and its
Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety
to a Restricted Subsidiary or one or more Permitted Holders) shall have occurred, or the Company merges, consolidates, liquidates,
dissolves, winds-up or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person
(other than one or more Permitted Holders) merges, consolidates, liquidates, dissolves, winds-up or amalgamates with or into the
Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into
or exchanged for cash, securities or other Property, other than any such transaction where:


 


(1)          the outstanding Voting Stock
of the Company is reclassified into or exchanged for other Voting Stock of the Company or for Voting Stock of the Surviving Person,
and


 


(2)          the holders of the Voting Stock
of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock
of the Company or the Surviving Person immediately after such transaction and in substantially the same proportion as before the
transaction; or


 


(c)          the shareholders
of the Company shall have approved any plan of liquidation or dissolution of the Company.


 


“Clearstream” means Clearstream Banking
S.A. and any successor thereto.


 


“Code” means the Internal Revenue Code
of 1986, as amended.


 


“Commission” means the U.S. Securities
and Exchange Commission.


 


“Commodity Price Protection Agreement”
means, in respect of a Person, any commodity futures contract, forward contract, commodity swap agreement, commodity option agreement
or other similar agreement or arrangement (including derivative agreements or arrangements) designed to protect such Person against
fluctuations in commodity prices.


 


“Consolidated Current Liabilities”
means, as of any date of determination, the aggregate amount of liabilities of the Company and its Restricted Subsidiaries (based
on the most recent quarterly or annual period for which the Company’s financial statements are publicly available) which
may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating:


 


(a)          all intercompany items between
the Company and any Restricted Subsidiary or between Restricted Subsidiaries, and


 




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		(b)	all current maturities of long-term Debt.



 


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of:


 


(a)          the aggregate amount of EBITDA
for the most recent four consecutive fiscal quarters for which financial statements are publicly available prior to such determination
date to


 


		(b)	Consolidated Interest Expense for such four fiscal quarters;



 


provided, however, that:


 


		(1)	if



 


(A)         since the
beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any
Debt, or


 


(B)         the transaction
giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,


 


Consolidated Interest Expense for
such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred
or Repaid on the first day of such period, (except that in making such computation, the amount of Debt under any revolving credit
facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Debt during such
four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after
the end of such four fiscal quarters, the average daily balance of such Debt during the period from the date of creation of such
facility to the date of such calculation); and


 


		(2)	if



 


(A)         since the beginning of such period
the Company or any Restricted Subsidiary shall have made any Asset Sale or other disposition or an Investment (by merger or otherwise)
in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes
all or substantially all of a company, division, operating unit, segment, business, group of related businesses or assets of a
business,


 


(B)          the transaction giving rise to
the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale or other disposition, Investment or acquisition,
or


 


(C)          since the beginning of such period
any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made such an Asset Sale or other disposition, Investment or acquisition,


 


then EBITDA for such period shall be calculated
after giving pro forma effect to such Asset Sale or other disposition, Investment or acquisition as if such Asset Sale or other
disposition, Investment or acquisition had occurred on the first day of such period.


 




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If any Debt bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect
for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt). If any Debt bears interest, at the option of the Company
or a Restricted Subsidiary, at a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other
fixed or floating rate, and such Debt is being given pro forma effect, the interest expense with respect to such Debt shall be
calculated for the entire period by applying such optional rate as shall be in effect as of the date of determination. Interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial
or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.
In addition, in the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed,
for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company
and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.


 


“Consolidated Interest Expense”
means, for any period, the total interest expense, net of any interest income of the Company and its Restricted Subsidiaries and
excluding interest expense relating to employee future benefits, of the Company and its Restricted Subsidiaries, plus, to the extent
not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries:


 


(a)          interest
expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;


 


(b)          amortization of debt discount
and debt issuance cost excluding amortization of deferred and other financing fees; provided, however, that any amortization
of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium
has otherwise reduced Consolidated Interest Expense;


 


		(c)	capitalized interest;



 


(d)          non-cash interest expense (but
excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or
other derivative instruments pursuant to GAAP);


 


(e)          commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;


 


(f)           net payments associated with
Interest Rate Agreements (including amortization of fees) provided, however, that if Interest Rate Agreements result
in net receipts rather than net payments, such payments shall be credited to reduce Consolidated Interest Expense unless, pursuant
to GAAP, such net payments are otherwise reflected in Consolidated Net Income;


 


(g)          Disqualified
Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;


 


(h)          Preferred
Stock Dividends to the extent made to Persons other than the Company or a Restricted Subsidiary;


 


		(i)	interest Incurred in connection with Investments in discontinued operations;



 




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(j)           interest
accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary; and


 


(k)          the cash
contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust
to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.


 


“Consolidated Net Income” means,
for any period, the net income (loss) of the Company and its Restricted Subsidiaries (determined in accordance with GAAP); provided,
however, that there shall not be included in such Consolidated Net Income:


 


(a)          any net
income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:


 


(1)          subject to the exclusion contained
in clause (c) below, the equity of the Company and its Restricted Subsidiaries in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period
to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution
to a Restricted Subsidiary, to the limitations contained in clause (b) below); and


 


(2)          the equity of the Company and
its Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included
in determining such Consolidated Net Income,


 


(b)          any net income (loss) of any
Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends
or the making of distributions, directly or indirectly, to the Company, except that:


 


(1)          subject to the exclusion contained
in clause (c) below, the equity of the Company and its Restricted Subsidiaries in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause) and


 


(2)          the equity of the Company and
its Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such
Consolidated Net Income,


 


(c)          any gain (loss) realized upon
the sale or other disposition of any Property of the Company or any of its Restricted Subsidiaries or any Permitted Joint Venture
(including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of
business (provided that sales or other dispositions of assets in connection with any Qualified Receivables Transaction shall
be deemed to be in the ordinary course), and fees and expenses relating to any sale or other disposition or acquisition of Property,
regardless of whether such transaction is consummated;


 




    	-8-



    	 



    

 


(d)          the effect of any non-cash
items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred
financing costs but excluding inventory) of the Company or any of its Restricted Subsidiaries or any Permitted Joint Venture incurred
subsequent to the Issue Date (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash
expenditures in any future period except to the extent such item is subsequently reversed);


 


(e)          any extraordinary
gain or loss (including fees and expenses relating to any event or transaction giving rise thereto);


 


(f)           any gain
or loss arising from any refinancing, repurchase or extinguishment of Debt;


 


(g)          any unrealized gain or loss
attributable to the movement in the mark to market valuation of Hedging Obligations, other derivative instruments and other items
pursuant to GAAP;


 


		(h)	the cumulative effect of a change in accounting principles;



 


(i)           any gain
or loss arising from foreign currency fluctuations on foreign currency denominated Debt; and


 


(j)           any non-cash compensation expense
realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or
any Restricted Subsidiary.


 


Notwithstanding the foregoing, for purposes of
Section 4.10 hereof only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or
other transfers of Property from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends,
repayments or transfers increase the amount of Restricted Payments permitted pursuant to Section 4.10(a)(iii)(D) hereof. In addition,
any cash payments made during such period in respect of non-cash charges or other items described above in this definition subsequent
to the fiscal quarter in which the relevant non-cash charges were added back shall be deducted.


 


“Consolidated Net Tangible Assets”
means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company
and its Restricted Subsidiaries (based upon the most recent quarterly or annual period for which the Company’s financial
statements are publicly available) as the total assets (less accumulated depreciation and amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after
giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise
included, the amounts of (without duplication):


 


 (a)          the excess of cost over fair market value of assets or businesses acquired;




 


(b)          any revaluation
or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding
the Issue Date as a result of a change in the method of valuation in accordance with GAAP;


 




    	-9-



    	 



    

 


(c)          unamortized debt discount and
expenses and other unamortized deferred charges, good-will, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;


 


(d)          minority
interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;


 


		(e)	treasury stock; and



 


(f)           cash or
securities set aside and held in a sinking or other similar fund established for the purpose of redemption or other retirement
of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities.


 


“Corporate Trust Office of the Trustee”
means the principal office of the Trustee in the city of Montreal, which office at the date hereof is located at 1500, University
St., Suite 700, Montréal, Québec H3A 3S8 or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“Credit Facility” means the Debt represented
by:


 


(a)          one or more debt facilities,
commercial paper facilities or instruments, in each case with banks or other lenders providing for revolving credit loans, term
loans, letters of credit or debt securities, including, without limitation, the Amended and Restated Credit Agreement, dated as
of February 10, 2011, among the Company, certain of its Subsidiaries, the lenders party thereto, The National Bank of Canada, as
Administrative Agent and The Bank of Nova Scotia, as Collateral Agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), as the same may be amended, supplemented or otherwise modified
from time to time, including amendments, supplements or modifications relating to the addition or elimination of Subsidiaries of
the Company as borrowers, guarantors or other credit parties thereunder; and


 


(b)          any renewal, extension, refunding,
restructuring, replacement or refinancing thereof (whether with the original Administrative and/or Collateral Agent and lenders
or another administrative agent or agents or one or more other lenders and whether provided under the original Credit Facility
or one or more other credit or other agreements or notes or other securities issued pursuant to indentures).


 


“Currency Exchange Protection Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option or other
similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.


 


“Custodian” means, with respect
to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as Custodian with
respect to the Notes, any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable
provisions of this Indenture.


 




    	-10-



    	 



    

 


“Debt” means, with respect
to any Person on any date of determination (without duplication):


 


		(a)	any indebtedness of any Person:



 


		(1)	in respect of money borrowed, or



 


(2)          evidenced
by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;


 


(b)          all Capital
Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;


 


(c)          all obligations of such Person
representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), but
only to the extent that such purchase price is due more than six months after the date of placing such Property in service for
taking delivery and title therein;


 


(d)          all obligations of such Person
for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above)
entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and
to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a
demand for reimbursement following payment on the letter of credit);


 


(e)          the amount of all obligations
of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person that is
not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(f)           all obligations of the type
referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee;


 


(g)          all obligations of the type
referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not
such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value
of such Property and the amount of the obligation so secured; and


 


(h)          to the extent not otherwise
included in this definition, Hedging Obligations of such Person.


 


The amount of Debt of any Person at any date shall be the outstanding
balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional
obligations as described above. The amount of Debt represented by a Hedging Obligation shall be equal to:


 


(1)          zero if such Hedging Obligation
has been Incurred pursuant to clause (v), (vi) or (vii) of Section 4.09(b) hereof; or


 




    	-11-



    	 



    

 


(2)          the notional amount of such
Hedging Obligation if not Incurred pursuant to such clauses.


 


Notwithstanding the foregoing, Debt shall not
include (a) any endorsements for collection or deposits in the ordinary course of business, (b) any realization of a Permitted
Lien, and (c) Debt that has been defeased or satisfied in accordance with the terms of the documents governing such Indebtedness.
With respect to any Debt denominated in a foreign currency, for purposes of determining compliance with any Canadian-dollar denominated
restriction on the Incurrence of such Debt under Section 4.09 hereof, the amount of such Debt shall be calculated based on the
currency exchange rate in effect at the end of the most recent fiscal quarter for which financial statements have been made publicly
available.


 


“Default” means any event which
is, or after notice or passage of time or both would be, an Event of Default.


 


“Definitive Note” means
a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, in substantially
the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with respect
to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant
to the applicable provisions of this Indenture.


 


“Designated Noncash Consideration”
means the fair market value of any non-cash consideration received by the Company or any Restricted Subsidiary of the Company in
connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:


 


(a)          matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise,


 


(b)          is or
may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or


 


(c)          is convertible
or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,


 


on or prior to, in the case of clause (a), (b) or (c), 91 days after
the Stated Maturity of the Notes; provided that any Capital Stock that would constitute Disqualified Stock solely because
the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control
or asset sale or disposition (each as defined in a similar manner to the corresponding definitions in this Indenture) shall not
constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for
which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all such
securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance
by the Company with Section 4.12; and such repurchase or redemption complies with Section 4.10.


 




    	-12-



    	 



    

 


Notwithstanding the foregoing, Capital Stock issued
to any employee benefit plan, or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified
Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory
or regulatory obligations.


 


“Disqualified Stock Dividends”
means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Restricted Subsidiary. The amount
of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory
federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.


 


“Distribution Compliance Period”
means the 40-day distribution compliance period as defined in Regulation S.


 


“EBITDA” means, for any period, an amount
equal to, for the Company and its Restricted Subsidiaries:


 


(a)          the sum
of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:


 


(1)          the provision
for taxes based on income or profits or utilized in computing net loss; plus


 


(2)          Consolidated
Interest Expense plus interest expense relating to employee future benefits; plus


 


		(3)	depreciation; plus



 


		(4)	amortization of intangibles; plus



 


(5)          the amount of any restructuring
charges or reserves (which for the avoidance of doubt shall include severance contracts, termination costs (including pension settlement
amounts)), including future lease commitments, costs to close or consolidate facilities and costs to relocate employees; and


 


(b)          any non-cash items decreasing
Consolidated Net Income (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures
in any future period), minus


 


(c)          all non-cash items increasing
Consolidated Net Income for such period (other than any such non-cash item to the extent that it is expected to result in the receipt
of cash payments in any future period), minus


 


(d)          any cash payments made during
such period in respect of non-cash charges or other items described above in this definition subsequent to the fiscal quarter in
which the relevant non-cash charges or other items were reflected in Consolidated Net Income


 


Notwithstanding the foregoing, the provision for
taxes, depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be


 




    	-13-



    	 



    

 


permitted at the date of determination to be dividended to the Company
by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders.


 


“Euroclear” means Euroclear
Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Fair Market Value” means,
with respect to any Property, the price that would reasonably be expected to be negotiated in an arm’s length free market
transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete
the transaction. Fair Market Value shall be determined, except as otherwise provided,


 


(a)          if such
Property has a Fair Market Value equal to or less than $50.0 million, by any Officer of the Company, or


 


(b)          if such
Property has a Fair Market Value in excess of $50.0 million, by a Board Resolution of the Company.


 


“Foreign Subsidiary”
means any Subsidiary which is not organized under the laws of Canada or any province thereof, or the United States of America or
any State thereof or the District of Columbia.


 


“GAAP” means generally accepted
accounting principles in Canada, consistently applied, which are in effect from time to time, which as of the Issue Date are International
Financial Reporting Standards.


 


“Global Note Legend” means
the legend set forth in Section 2.06(f)(ii), which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means one or
more global Notes registered in the name of the Depositary or its nominee issued in accordance with Article 2 hereof substantially
in the form of Exhibit A hereto and bearing the Global Note Legend and including the “Schedule of Exchanges of Interests
in the Global Note” attached thereto.


 


“Government of Canada Rate” means
the arithmetic average of the interest rates quoted to the Company by two major Canadian investment dealers designated by
the Company being the annual yield to maturity, compounded semi-annually and calculated in accordance with generally accepted financial
practice, which a non-callable actively traded Government of Canada bond would carry if issued, in Canadian dollars in Canada,
at 100% of its principal amount on the date fixed for redemption having a maturity equal to the remaining term to maturity of the
Notes.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person:


 


(a)          to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements,
or by


 




    	-14-



    	 



    

 


agreements to keep-well, to purchase securities or to
maintain financial condition or otherwise), or


 


(b)          entered into for the purpose of
assuring in any other manner the obligee against loss in respect thereof (in whole or in part);


 


provided, however, that the term “Guarantee”
shall not include:


 


		(1)	endorsements for collection or deposit in the ordinary course of business, or



 


(2)          a contractual
commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted
Investment under clause (a) or (b) of the definition of “Permitted Investment.”


 


The term “Guarantee” used as a verb has a corresponding
meaning.


 


“Guarantor” means any Person Guaranteeing
any obligation.


 


“Hedging Obligation”
of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement,
Commodity Price Protection Agreement or any other similar agreement or arrangement.


 


“Holder” means a Person in whose name
a Note is registered.


 


“Income Tax Act” means the Income Tax
Act (Canada).


 


“Incur” means, with respect
to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred”
shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation
of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence
of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining
compliance with Section 4.09 hereof, amortization of debt discount shall not be deemed to be the Incurrence of Debt, provided
that in the case of Debt sold at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal
amount at its stated maturity.


 


“Indenture” means this instrument,
as originally executed or as it may from time to time be supplemented or amended in accordance with Article 9 hereof.


 


“Independent Financial
Advisor” means an investment banking firm of national standing or any third party appraiser of national standing in Canada
or the United States, provided that such firm or appraiser is not an Affiliate of the Company.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Company.


 




    	-15-



    	 



    

 


“Indirect Participant” means
a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means $250,000,000.00
aggregate principal amount of Notes issued under this Indenture on the date hereof.


 


“Interest Payment Dates” shall have the
meaning set forth in paragraph 1 of the Note.


 


“Interest Rate Agreement” means,
for any Person, any interest rate swap agreement, interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar
agreement designed to protect against fluctuations in interest rates.


 


“Investment” by any Person
means any direct or indirect loan (other than accounts receivable, trade credit or other advances to customers in the ordinary
course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of
credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services
for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition
of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of
Sections 4.10 and 4.15 hereof and the definitions of “Restricted Payment” and “Unrestricted Subsidiary,”
the term “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company
shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive)
equal to:


 


(a)          the Company’s
“Investment” in such Subsidiary at the time of such redesignation, less


 


(b)          the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
at the time of such redesignation.


 


In determining the amount of any Investment made by transfer of
any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.


 


“Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P.


 


“Investment Grade Status” shall
be deemed to have been reached on the date that the Notes have an Investment Grade Rating from either of the Rating Agencies.


 


“Issue Date” means June 19, 2014.


 


“Legal Holiday” means a Saturday,
a Sunday or a day on which banking institutions in New York City, Montreal, the city in which the Corporate Trust Office of the
Trustee is located, or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for the intervening period.


 




    	-16-



    	 



    

 


“Lien” means, with respect
to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, charge,
easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including
any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect
as any of the foregoing or any Sale and Leaseback Transaction).


 


“Moody’s” means Moody’s
Investors Service, Inc. or any successor to the rating agency business of Moody’s Investors Service, Inc.


 


“Net Available Cash” from any
Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject
of such Asset Sale or received in any other non-cash form), in each case net of:


 


(a)          all legal, title, accounting
and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state, provincial, foreign and local
taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;


 


(b)          all payments made on or in
respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such
Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid
out of the proceeds from such Asset Sale;


 


(c)          all distributions
and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset
Sale;


 


(d)          the deduction of appropriate
amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed
in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale, including pension and other
postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale; and


 


(e)          payments
of unassumed liabilities (not constituting Debt) relating to the assets sold at the time of, or within 30 days after, the date
of such sale.


 


“Non-Recourse Debt” means Debt:


 


(a)          as to which neither the Company
nor any Restricted Subsidiary (i) provides credit support of any kind (including any undertaking, agreement or instrument that
would constitute Debt), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender and


 


(b)          no default with respect to
which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any Debt (other than the Notes) of the Company or any


 




    	-17-



    	 



    

 


Restricted Subsidiary to declare a default on such other
Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity.


 


“Obligations” means all obligations
for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt.


 


“Offering Memorandum” means
the final offering memorandum, together with the Canadian wrapper thereon, dated June 5, 2014, relating to and used in connection
with the offering of the Initial Notes and the U.S. Notes.


 


“Officer” means the Chairman,
Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, Secretary, Assistant Secretary or any Vice
President of the Company, or, in the event that the Company has no such officers, a person duly authorized under applicable law
by the managers, members or a similar body to act on behalf of the Company. Officer of any Subsidiary Guarantor has a correlative
meaning.


 


“Officers’ Certificate”
means a certificate signed by two Officers of the Company and delivered to the Trustee.


 


“Opinion of Counsel” means
a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.


 


“Participant” means, with respect
to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively,
and, with respect to CDS Clearing and Depository Services Inc., shall include The Depository Trust Company, Euroclear and Clearstream.


 


“Permitted Asset Swap” means,
the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash, Temporary
Cash Investments or Designated Noncash Consideration between the Company or any of the Restricted Subsidiaries and another Person;
provided, that any cash or Temporary Cash Investments received shall, to the extent required, be applied in accordance with
Section 4.12 hereof.


 


“Permitted Holders” means (i)
each of Laurent Lemaire, Bernard Lemaire and Alain Lemaire; (ii) the spouse, parents, siblings, descendants (including children
or grandchildren by adoption) of any Person referred to in clause (i) or of such spouse or siblings; (iii) in the event of the
incompetence or death of any of the Persons referred to in clauses (i) or (ii), such Person’s estate, executor, administrator,
committee or other personal representative in each case who at any particular date shall beneficially own or have the right to
acquire, directly or indirectly, Voting Stock of the Company; (iv) any trusts or foundations created for the sole benefit of any
of the Persons referred to in clauses (i) through (iii) or any trust or foundation for the benefit of such trust or foundation;
or (v) any Person of which any of the Persons referred to in clauses (i) through (iv) “beneficially owns” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act) on a fully diluted basis all the Voting Stock of such Person or is the sole trustee
or general partner, or otherwise has the sole power to manage the business and affairs of such Person.


 




    	-18-



    	 



    

 


“Permitted Investment” means any Investment
by the Company or a Restricted Subsidiary in:


 


(a)          any Investment existing on
the Issue Date, including any Investment of any Subsidiary or joint venture at the time such Subsidiary or joint venture became
a Subsidiary or joint venture and Investments to be made pursuant to binding commitments in effect on the Issue Date;


 


(b)          the Company
or any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary;


 


(c)          any Person if as a result of
or in connection with such Investment such Person (i) becomes a Restricted Subsidiary that is a Subsidiary Guarantor or (ii) is
merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted
Subsidiary that is a Subsidiary Guarantor;


 


		(d)	cash and Temporary Cash Investments;



 


(e)          receivables or advances owing
to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary
trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;


 


(f)           payroll, travel and similar
advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes
and that are made in the ordinary course of business;


 


(g)          loans and advances to employees
made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, provided that
such loans and advances do not exceed $10.0 million at any one time outstanding;


 


(h)          stock, obligations or other
securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted
Subsidiary or in satisfaction of judgments, including as the result of any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of a trade creditor or customer;


 


(i)           any Person to the extent such
Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance
with Section 4.12 hereof or a transaction not constituting an Asset Sale by reason of the thresholds contained in clause (4) of
the second paragraph in the definition of “Asset Sale”;


 


		(j)	a lease, utility and other similar deposits in the ordinary course of business;



 


(k)          any assets or Capital Stock
of any Person made out of the net cash proceeds of the substantially concurrent sale of Capital Stock of the Company (other than
Disqualified Stock) or the consideration for which consists solely of Capital Stock (other than Disqualified Stock) of the Company;
provided that the issuance of such Capital Stock shall be included in the calculation set forth in Section 4.10(a)(iii)(B)
hereof at any one time outstanding;


 




    	-19-



    	 



    

 


(l)           Hedging
Obligations entered into for bona fide hedging purposes and not for speculation and otherwise permitted by this Indenture;


 


(m)         any assets acquired as a result
of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Permitted Investment or other transfer
of title with respect to any secured Permitted Investment in default;


 


(n)          purchases and acquisitions
of inventory, supplies, materials and equipment or licenses or leases or intellectual property, in any case, in the ordinary course
of business and otherwise in accordance with this Indenture;


 


		(o)	Investments consisting of Guarantees permitted pursuant to Section 4.09 hereof;



 


(p)          Investments in Permitted Joint
Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (p) shall not exceed at any
time outstanding the greater of $400.0 million or 10% of Consolidated Net Tangible Assets; and


 


(q)          other
Investments made for Fair Market Value that do not exceed $100.0 million in the aggregate outstanding at any one time.


 


“Permitted Joint Venture” means
any Person which is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in a Related Business,
and the Capital Stock of which is owned by (x) the Company or its Restricted Subsidiaries, on the one hand, and (y) one or more
Persons other than the Company or any Affiliate of the Company, on the other hand, provided that such Persons in the aggregate
own at least 20% of such Capital Stock.


 


“Permitted Liens” means:


 


(a)          Liens
in favor of the Company or any Subsidiary Guarantor;


 


(b)          Liens
to secure Debt permitted to be Incurred under clause (ii) of Section 4.09(b) hereof;


 


(c)          Liens to secure Debt permitted
to be Incurred under clause (iii) of Section 4.09(b) hereof; provided that any such Lien may not extend to any Property
of the Company or any Restricted Subsidiary, other than the Property subject to such transaction or acquired, constructed, improved
or leased with the proceeds of such Debt and any improvements or accessions to such Property;


 


(d)          Liens for taxes, assessments
or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time
be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in
conformity with GAAP shall have been made therefor;


 


(e)          Liens imposed by law, such
as carriers’, warehousemen’s, mechanics’, landlords’, vendors’ or Liens and other similar Liens,
on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of
obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;


 




    	-20-



    	 



    

 


(f)           Liens in favor of customs and
revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties;


 


(g)          Liens arising as a result of
litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action, including
any Lien arising as a result of any judgment rendered against the Company or its Subsidiaries;


 


(h)          Liens granted in connection
with a Qualified Receivables Transaction;


 


(i)           Liens on the Property of the
Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect
to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature
and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing
of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the
aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted
Subsidiaries taken as a whole;


 


(j)           Liens on Property (together
with general intangibles and proceeds relating to such property) at the time the Company or any Restricted Subsidiary acquired
such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary;
provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary;
provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with
the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;


 


(k)          Liens on the Property or shares
of Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the
Company or a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of
the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however,
that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant
to which such Person became a Restricted Subsidiary;


 


(l)          pledges or deposits by the
Company or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the
Company or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company, or deposits
for the payment of rent, in each case Incurred in the ordinary course of business;


 


(m)         utility easements, building
restrictions, rights-of-ways, irregularities of title and such other encumbrances or charges against real Property as are of a
nature generally existing with respect to properties of a similar character;


 


(n)          Liens to secure Hedging Obligations
made in the ordinary course of business and not for the purpose of speculation to the extent otherwise permitted by this Indenture;


 


(o)          Liens existing on the Issue
Date not otherwise described in clauses (a) through (n) above;


 




    	-21-



    	 



    

 


		(p)	Liens granted to secure the Notes pursuant to Section 4.11 hereof;



 


(q)          leases, licenses, subleases
and sublicenses of assets (including without limitation, real property and intellectual property rights) in the ordinary course
of business and which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted
Subsidiaries;


 


(r)           Liens
on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured
by Liens referred to in clause (c), (j), (k) or (o) above; provided, however, that any such Lien shall be
limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property)
and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum
of:


 


(1)          the outstanding
principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (c), (j), (k) or (o)
above, as the case may be, at the time the original Lien became a Permitted Lien under this Indenture, and


 


(2)          an amount necessary to pay any
fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection
with such Refinancing; and


 


(s)          Liens not otherwise permitted
by clauses (a) through (r) above encumbering Property having an aggregate Fair Market Value not in excess of the greater of (i)
$150.0 million or (ii) 7.5% of Consolidated Net Tangible Assets.


 


“Permitted Refinancing Debt”
means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:


 


(a)          such Debt
is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the
sum of:


 


(1)          the aggregate principal amount
(or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and


 


(2)          an amount
necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,


 


(b)          the Average
Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced,


 


(c)          the Stated
Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and


 


(d)          such Debt shall not be senior
in right of payment to the Debt that is being Refinanced,


 


provided, however, that Permitted Refinancing Debt
shall not include:


 




    	-22-



    	 



    

 


(x)           Debt of
a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or


 


(y)          Debt of
the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


 


“Person” means any individual,
corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated
organization, government or any agency or political subdivision thereof or any other entity.


 


“Predecessor Note” of any particular
Note means every previous Note evidencing all or a portion of the same Debt as that evidenced by such particular Note; provided
that no such Predecessor Note shall be deemed to be outstanding at the same time as such particular Note.


 


“Preferred Stock” of any Person
means any Capital Stock of such Person, however designated, which entitles the holder thereof to a preference with respect to the
payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of any other class of Capital Stock issued by such Person.


 


“Preferred Stock Dividends”
means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted
Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Preferred Stock.


 


“Private Placement Legend”
means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise
permitted by the provisions of this Indenture.


 


“pro forma” means, with respect
to any calculation made or required to be made pursuant to the terms hereof, (1) a calculation performed in accordance with Article
11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors of the Company
after consultation with the independent certified public accountants of the Company, or (2) otherwise a calculation made in good
faith by the Board of Directors of the Company after consultation with the independent certified public accountants of the Company,
as the case may be, which, in the event any acquisition or disposition of assets outside of the ordinary course of business is
to be given pro forma effect, may reflect expense and cost reductions associated with any such acquisition or disposition that
are reasonably identifiable, factually supportable and quantifiable and based on actions already taken or expected to be taken
within 12 months and for which the full run-rate effect of such actions is expected to be realized within 12 months of such action.


 


“Property” means, with respect
to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible,
including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.


 


“Purchase Money Debt” means Debt:


 


(a)          consisting of the deferred purchase
price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations


 




    	-23-



    	 



    

 


and obligations in respect of industrial revenue bonds,
in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and


 


(b)          Incurred to finance the acquisition,
construction, improvement or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements
thereto (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of
any Person owning such assets);


 


provided, however, that such Debt is Incurred within
180 days after the acquisition, construction or lease of such Property by the Company or such Restricted Subsidiary.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A.


 


“Qualified Equity Issuance”
means a public or private issuance of common stock by the Company of at least $50.0 million to Persons who are not Subsidiaries
of the Company.


 


“Qualified Receivables Transaction”
means any transaction or series of transactions, including factoring arrangements, that may be entered into by the Company or any
Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company
or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or
may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein
which may be secured by goods or services financed thereby (whether such Receivables are then existing or arising in the future)
of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership
interests in goods or services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold
or in respect of which security interests are customarily granted in connection with securitization transactions involving such
assets, as any agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to
time.


 


“Rating Agencies” mean Moody’s
and S&P.


 


“Receivables” means any right
of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or
otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder,
security or ownership interests in the goods and services financed thereby, records relating thereto, and the right to payment
of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related
thereto, any other proceeds related thereto, and other related rights.


 


“Reference Treasury Dealer”
means a primary U.S. Government securities dealer in New York City.


 


“Refinance” means, in respect
of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt,
in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Regular Record Date” for the
interest payable on any Interest Payment Date means the date specified on the face of the Note.


 


“Regulation S” means Regulation S promulgated
under the Securities Act.


 




    	-24-



    	 



    

 


“Regulation S Global Note”
means the Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Canadian Resale
Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal
to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.


 


“Related Business” means any
business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue
Date.


 


“Related Business Assets” means
assets (other than cash or Temporary Cash Investments) used or useful in a Related Business; provided that any assets received
by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not
be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such
Person, such Person would become a Restricted Subsidiary.


 


“Repay” means, in respect of
any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid”
shall have correlative meanings. For purposes of Section 4.12 and the definition of “Consolidated Interest Coverage Ratio”,
Debt constituting revolving credit Debt shall be considered to have been Repaid only to the extent the related loan commitment,
if any, shall have been permanently reduced in connection therewith.


 


“Responsible Officer,” shall
mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee who shall have direct
responsibility for the administration of this Indenture, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject.


 


“Restricted Definitive Note”
means one or more Definitive Notes bearing the Private Placement Legend.


 


“Restricted Global Notes” means
one or more 144A Global Notes and Regulation S Global Notes and any other Global Notes bearing the Private Placement Legend.


 


“Restricted Payment” means:


 


(a)          any dividend or distribution
(whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the
Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company
or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary
or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company, and except
for pro rata dividends or other distributions made by a Subsidiary that is not a wholly owned subsidiary to minority stockholders;


 


(b)          the purchase, repurchase, redemption,
acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company
or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise
of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);


 


(c)          the purchase,
repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization
or other installment payment, of any Subordinated Obligation (other than (x) the purchase, repurchase or other acquisition of any


 




    	-25-



    	 



    

 


Subordinated Obligation purchased in anticipation of satisfying
a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date
of acquisition or (y) Debt permitted to be Incurred under Section 4.09(b)(iv); or


 


		(d)	any Investment (other than Permitted Investments) in any Person.



 


“Restricted Subsidiary” means
any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“Rule 144” means Rule 144 promulgated
under the Securities Act.


 


“Rule 144A” means Rule 144A promulgated
under the Securities Act.


 


“Rule 903” means Rule 903 promulgated
under the Securities Act.


 


“Rule 904” means Rule 904 promulgated
under the Securities Act.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., or any successor to the rating agency business of
Standard & Poor’s Ratings Services.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Significant Subsidiary” means
any Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation
S-X promulgated by the Commission.


 


“Special Purpose Vehicle” means
a bankruptcy remote entity or trust or other special purpose entity which is formed by the Company, any Subsidiary of the Company
or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Receivables
Transaction or other similar transactions of Receivables, including factoring arrangements, or other similar or related assets.


 


“Stated Maturity” means, with
respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security
is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless
such contingency has occurred).


 


“Subordinated Obligations”
means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes or the applicable Subsidiary Guarantee pursuant to a written agreement to
that effect.


 


“Subsidiary” means with respect
to any Person, means any corporation, company (including any limited liability company), association, partnership, joint venture
or other business entity


 




    	-26-



    	 



    

 


of which a majority of the total voting power of the Voting Stock
or other interests (including partnership interests) is at the time owned or controlled, directly or indirectly, by:


 


		(a)	such Person,



 


		(b)	such Person and one or more Subsidiaries of such Person, or



 


		(c)	one or more Subsidiaries of such Person.



 


“Subsidiary Guarantee” means
the Guarantee of the Notes by each of the Subsidiary Guarantors pursuant to Article 10 hereof and any additional Guarantee of the
Notes to be delivered pursuant to a supplemental indenture by any Subsidiary of the Company pursuant to Section 4.17 hereof.


 


“Subsidiary Guarantor” means
each Canadian and U.S. Restricted Subsidiary in existence on the Issue Date and any other Person that becomes a Subsidiary Guarantor
pursuant to Section 4.17 hereof or who otherwise executes and delivers a supplemental indenture substantially in the form of Exhibit
D hereto to the Trustee providing for a Subsidiary Guarantee.


 


“Surviving Person” means the
surviving Person formed by a merger, consolidation, liquidation, dissolution, winding-up or amalgamation and, for purposes of Section
5.01 hereof, a Person to whom all or substantially all of the Property of the Company or a Subsidiary Guarantor is sold, transferred,
assigned, leased, conveyed or otherwise disposed.


 


“Temporary Cash Investments” means:


 


(a)          Investments
in U.S. and Canadian Government Obligations, in each case maturing within 365 days of the date of acquisition thereof;


 


(b)          Investments in time deposit
accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued
or guaranteed by a bank or trust company organized under the laws of the United States of America or Canada or any state or province,
as the case may be, or the District of Columbia or any U.S. or Canadian branch of a foreign bank having, at the date of acquisition
thereof, combined capital, surplus and undivided profits aggregating in excess of US$250.0 million and whose long-term debt is
rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating
by at least one “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act));


 


(c)          repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:


 


		(1)	a bank meeting the qualifications described in clause (b) above, or



 


(2)          any primary
government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;


 


(d)          Investments in commercial paper,
maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment
therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P
(or such similar equivalent rating by at least one “nationally recognized


 




    	-27-



    	 



    

 

 


statistical rating organization” (within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act)) or, with respect to commercial paper issued in Canada by a corporation (other
than an Affiliate of the Company) organized and in existence under the laws of Canada, having a rating at the time as of which
any Investment therein is made of “R-1” (or higher) according to Dominion Bond Rating Service Limited;


 


(e)          direct
obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America,
any province of Canada or any foreign country recognized by the United States or any political subdivision of any such state, province
or foreign country, as the case may be (including any agency or instrumentality thereof), for the payment of which the full faith
and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:


 


(1)         the
long-term debt of such state, province or country is rated “A-3” or “A-” or higher according to Moody’s
or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization”
(within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act)), and


 


(2)         such
obligations mature within one year of the date of acquisition thereof; and


 


(f)           Investments
in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through
(e) above.


 


“TIA” means the Trust Indenture Act of
1939, as amended.


 


“Total Leverage Ratio” means, as of any
date of determination, the ratio of:


 


(a)          the
total Debt of the Company as of such date, to


 


(b)          the
aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are publicly available
prior to such determination date.


 


in each case, with such pro forma adjustments
as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest
Coverage Ratio (including, for avoidance of doubt, adjustments contemplated within the definition of “pro forma”).


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument or any successor Trustee that shall have become such
pursuant to the applicable provisions of this Indenture.


 


“Unrestricted Definitive Notes”
means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.


 


“Unrestricted Global Notes”
means one or more Global Notes that do not and are not required to bear the Private Placement Legend.


 




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“Unrestricted Subsidiary” means:


 


(a)          any
Subsidiary of the Company that is designated as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.15 hereof
and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


 


(b)          any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Notes” means the C$550,000,000
aggregate principal amount of 5.50% senior notes due 2022 issued on the date hereof pursuant to that certain indenture dated as
of the date hereof among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association.


 


“Voting Stock” of any Person
means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.


 


Section 1.02.        Other
Definitions.


 


	 	 	Defined in	 
	Term	 	Section	 
	 	 	 
	“Acceleration Notice” 	 	6.02
	“Additional Amounts”	 	4.19
	“Affiliate Transaction”	 	4.14
	“Allocable Excess Proceeds”	 	4.12
	“Asset Sale Offer”	 	3.09
	“Base Currency”	 	12.12
	“Benefited Party”	 	10.01
	“CDS”	 	2.03
	“Change of Control Offer”	 	4.16
	“Change of Control Payment Date”	 	4.16
	“Change of Control Purchase Price”	 	4.16
	“Covenant Defeasance”	 	8.03
	“Company”	 	Preamble
	“defeasance trust”	 	8.04
	“Event of Default”	 	6.01
	“Excess Proceeds”	 	4.12
	“Excluded Holder”	 	4.19
	“First Currency”	 	12.13
	“judgment currency”	 	12.12
	“Legal Defeasance”	 	8.02
	“losses”	 	7.06
	“Notes	 	Preamble
	“Offer Amount”	 	3.09
	“Offer Period”	 	3.09
	“Other Currency”	 	12.13
	“Paying Agent”	 	2.03
	“Permitted Debt”	 	4.09
	“Purchase Date”	 	3.09
	“rate(s) of exchange”	 	12.12
	“Registrar”	 	2.03
	“retiring Trustee”	 	7.08


 




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	 	 	Defined in	 
	Term	 	Section	 
	 	 	 
	“Security Register”	 	4.16
	“Tax Jurisdiction”	 	4.19
	“Taxes”	 	4.19
	“Trustee”	 	Preamble
	“Written Order”	 	2.02


 


Section 1.03.        Rules
of Construction.


 


(a)          Unless
the context otherwise requires:


 


(i)          a
term has the meaning assigned to it;


 


(ii)          an
accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;


 


(iii)          “or”
is not exclusive;


 


(iv)          words
in the singular include the plural, and in the plural include the singular;


 


(v)         all
references in this instrument to designated “Articles,” “Sections” and other subdivisions are to the designated
Articles, Sections and subdivisions of this instrument as originally executed or as amended pursuant to and in accordance with
Article 9 hereof;


 


(vi)          the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision.


 


(vii)          “including”
means “including without limitation”;


 


(viii)          provisions
apply to successive events and transactions; and


 


(ix)          references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules
adopted by the Commission from time to time.


 


ARTICLE 2.


 


THE NOTES


 


Section 2.01.        Form
and Dating.


 


(a)          General.
The Notes and the Trustee’s certification thereof shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of
its certification. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company,
the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the

 



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extent any provision of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be controlling.


 


(b)          Form
of Notes. Notes shall be issued initially in global form and shall be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend provided in Section 2.06(b)(f)(ii) hereof and the “Schedule
of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in
the form of Exhibit A attached hereto (but without the Global Note Legend provided in Section 2.06(f)(ii) hereof and without
the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such
of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests
therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof.


 


(c)          Book-Entry
Provisions. This Section 2.01(c) shall only apply to Global Notes deposited with the Depositary. Participants and
Indirect Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary
or under such Global Note, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants,
the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder
of a beneficial interest in any Global Note.


 


(d)          Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System”
and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream”
and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that
are held by Participants through Euroclear or Clearstream.


 


(e)          Certificated
Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
or if at any time the Depositary shall no longer be eligible under this Section 2.01, the Company shall appoint a successor Depositary.
If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the certification and delivery
of Definitive Notes, will certify and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and
like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes.


 


The Company may at any time and in its sole discretion
determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the
Trustee, upon receipt of a Company order for the certification and delivery of Definitive Notes of the same terms and tenor, will
certify and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal
amount of the Global Notes in exchange for such Global Notes.


 




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If specified by the Company pursuant to Section
2.06 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes
and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute,
and the Trustee upon receipt of a Company order for the certification and delivery of Definitive Notes, shall certify and deliver,
without service charge to the holders:


 


(i)          to
each Person specified by such Depositary a new Definitive Note or Notes of the same tenor, in authorized denominations, in an aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and


 


(ii)          to
such Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Note and the aggregate principal amount of the Definitive Notes delivered to holders pursuant to clause (i) above.


 


Upon the exchange of a Global Note for Definitive
Notes, such Global Note shall be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes in exchange
for a Global Note pursuant to this Section 2.01 shall be registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company
or the Trustee in writing. The Trustee or such agent shall deliver such Notes to or as directed by the Persons in whose names such
Notes are so registered or to the Depositary.


 


Section 2.02.         Execution
and Certification.


 


(a)          One
Officer shall sign the Notes for the Company by manual, facsimile or portable document format signature.


 


(b)          If
an Officer whose signature is on a Note no longer holds that office at the time a Note is certified, the Note shall nevertheless
be valid.


 


(c)          A
Note shall not be valid until certified by the manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been certified under this Indenture.


 


(d)          The
Trustee shall, upon a written order of the Company signed by an Officer (a “Written Order”), certify Notes for
original issue.


 


(e)          The
Trustee may appoint a certification agent acceptable to the Company to certify Notes. Unless otherwise provided in the appointment,
a certification agent may certify Notes whenever the Trustee may do so. Each reference in this Indenture to certification by the
Trustee includes certification by such agent. A certification agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company or any of their respective Subsidiaries.


 


(f)           The
Company may issue Additional Notes from time to time after the offering of the Initial Notes. The issuance of Additional Notes
will be subject to the provisions of Section 4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under
this Indenture shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.


 




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Section 2.03.        Registrar
and Paying Agent.


 


(a)          The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep
a register of the Notes and of their transfer and exchange. The Registrar may appoint one or more co-registrars and the Company
may appoint one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder.
The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


(b)          The
Company initially appoints CDS Clearing and Depository Services Inc. (“CDS”) to act as Depositary with respect
to the Global Notes.


 


(c)          The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes, and the Trustee hereby initially agrees so to act.


 


Section 2.04.        Paying
Agent to Hold Money in Trust.


 


The Company shall require each Paying Agent other
than the Trustee, the Company or a Subsidiary to agree in writing that the Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the
Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company
or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.05.        Holder
Lists.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee
may allow, as the Trustee may reasonably require of the names and addresses of the Holders.


 


Section 2.06.        Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary,
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes only if (1) the Company delivers to the Trustee notice from the Depositary
that it is unwilling or unable to continue to act as Depositary and, in either case, a succes-


 




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sor Depositary is not appointed by the Company within 120 days after
the date of such notice from the Depositary or (2) the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) an
Event of Default entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written
request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above,
Definitive Notes shall be issued in denominations of $2,000 or integral multiples of $1,000 in excess thereof and in such names
as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note certified and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be certified and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (g) hereof.


 


(b)          Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the
Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act and applicable Canadian law. Transfers of beneficial interests in the Global
Notes also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following
clauses, as applicable:


 


(i)          Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).


 


(ii)          All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar
(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose
name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of
all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act and applicable Canadian securities law, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(iii)          Transfer
of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 




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(A)         if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)          if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(iv)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or


 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof,


 


and, if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 


If any such transfer is effected at
a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a Written Order in
accordance with Section 2.02 hereof, the Trustee shall certify one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests transferred.


 


(v)         Transfer
or Exchange of Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in Restricted Global Notes Prohibited.
Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof
in the form of, a beneficial interest in a Restricted Global Note.


 


(c)          Transfer
or Exchange of Beneficial Interests for Definitive Notes. 


 


(i)           Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 




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(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;


 


(B)          if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)          if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;


 


(E)          if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)          if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall certify
and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered
in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail or deliver
such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.


 


(ii)          Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b)
thereof; or


 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;


 




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and, if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 


(iii)         Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall certify and mail or deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and
the Participant or Indirect Participant. The Trustee shall mail or deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.


 


(d)          Transfer
and Exchange of Definitive Notes for Beneficial Interests in the Global Notes.


 


(i)           Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)         if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)          if
such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)         if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)          if
such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 




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(F)          if such Restricted
Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cancel the Restricted Definitive Note, increase
or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.


 


(ii)          Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(A)         if
the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 


(B)          if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of
a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 


Upon satisfaction of the
conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(iii)         Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to
be increased the aggregate principal amount of one of the Unrestricted Global Notes.


 


(iv)         Transfer
or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.
An Unrestricted Definitive Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial
interests in a Restricted Global Note.


 


(v)          Issuance
of Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to clauses (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue
and, upon receipt of a Written Order in accordance with Section 2.02 hereof, the Trustee shall certify one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 




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(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.06(e).


 


(i)           Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)         if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)          if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and


 


(C)          if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


(ii)          Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof
for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(A)         if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(B)          if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.


 


(iii)         Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of Unrestricted Definitive Notes. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 




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(f)           Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


(i)          Private
Placement Legend.


 


(A)         Except
as permitted by clause (B) below, each Global Note (other than the Regulation S Global Note) and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, ONLY (A) TO THE ISSUER, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904
OF REGULATION S (PROVIDED THAT SUCH NON-U.S. PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE SECURITIES IN CANADA OR FOR
THE BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS), (E) TO AN ‘ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE
IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF US$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING OF ANY STATE
OF THE UNITED STATES OR ANY PROVINCE OF CANADA, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY


 




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OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.”


 


“IN CANADA, UNLESS PERMITTED UNDER CANADIAN SECURITIES
LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 20, 2014.”


 


(B)         Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii)
or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private
Placement Legend; provided, however that any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii),
(c)(iii), (d)(ii), (d)(iii), (e)(ii), or (e)(iii) of this Section 2.06 shall, if issued before the date that is four months and
one day after the date of original issuance of the Note, bear a legend in substantially the following form:


 


“CANADIAN RESALE LEGEND:


 


IN CANADA, UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 20, 2014.”


 


(ii)          Global
Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CASCADES INC. (THE
“ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF
IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY
PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS &
CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER
PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”


 


(g)          Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such
Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior
to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof
in


 




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the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee to reflect such
increase.


 


(h)          General
Provisions Relating to Transfers and Exchanges. 


 


(i)           To
permit registrations of transfers and exchanges, the Company shall execute and, upon receipt of a Written Order in accordance with
Section 2.02, the Trustee shall certify Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s
request.


 


(ii)          No
service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.16 and 9.05 hereof).


 


(iii)         All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(iv)         Neither
the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof
and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected
for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a Regular Record Date and the next succeeding Interest Payment Date.


 


(v)          Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by
notice to the contrary.


 


(vi)         The
Trustee shall certify Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(vii)        All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by facsimile or portable document format.


 


(viii)       The
Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and
to act in accordance with such letter.


 


(ix)          The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 




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Section 2.07.        Replacement
Notes.


 


If any mutilated Note is surrendered to the Trustee
or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue, and the Trustee, upon receipt of a Written Order, shall certify, a replacement Note if the Trustee’s requirements
are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any certification agent from any loss
that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.


 


Any replacement Note certified and delivered pursuant
to this Section in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same Debt as the mutilated,
lost, destroyed or stolen Note and shall be entitled to all of the benefits of this Indenture equally and proportionately with
all other Notes duly issued hereunder.


 


In case any such mutilated, destroyed, lost or
stolen Note had become or is about to become due and payable, the Company, in its discretion, may, instead of issuing a new Note,
pay such Note upon satisfaction of the conditions set forth in the preceding paragraph.


 


The provisions of this Section 2.07 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes.


 


Section 2.08.        Outstanding
Notes.


 


(a)          The
Notes outstanding at any time are all the Notes certified by the Trustee except for those cancelled by it, those delivered to it
for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary
of the Company shall not be deemed to be outstanding for purposes of Section 3.07(c) hereof.


 


(b)          If
a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Note is held by a bona fide purchaser.


 


(c)          If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.


 


(d)          If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.


 


Section 2.09.        Treasury
Notes.


 


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent, Notes owned by the Company,
or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,


 




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amendment, supplement, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.


 


Section 2.10.        Temporary
Notes.


 


Until certificates representing Notes are ready
for delivery, the Company may prepare, and the Trustee, upon receipt of a Written Order, shall certify, temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for
temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and
the Trustee shall certify Definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.


 


Section 2.11.        Cancellation.


 


The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration
of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar, or the Paying Agent, upon direction
by the Company, and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention
requirements of the Exchange Act) or return them to the Company. Certification of the destruction of all cancelled Notes shall
be delivered to the Company from time to time upon written request. The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for cancellation.


 


Section 2.12.        Payment
of Interest; Defaulted Interest.


 


Interest on any Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one
or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest payment.


 


If the Company defaults in a payment of interest
on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and
in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company,
the Trustee in the name and at the expense of the Company) shall mail or deliver or cause to be mailed or delivered to Holders
a notice that states the special record date, the related payment date and the amount of such interest to be paid. Notwithstanding
the foregoing, the Company may make payment in cash of any defaulted interest in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.


 


Section 2.13.        CUSIP
or ISIN Numbers.


 


The Company in issuing the Notes may use “CUSIP”
or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN”
numbers in notices of redemption as


 




    	-44-



    	 



    

 


a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.


 


Section 2.14.        Issuance
of Additional Notes.


 


The Company shall be entitled, subject to its
compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial
Notes issued on the date hereof, other than with respect to the date of issuance and issue price. The Initial Notes issued on the
date hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without
limitation, waivers, amendments, redemptions and offers to purchase.


 


With respect to any Additional Notes, the Company
shall set forth in a resolution of its Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered
to the Trustee, the following information:


 


(a)          the
aggregate principal amount of such Additional Notes to be certified and delivered pursuant to this Indenture;


 


(b)          the
issue price, the issue date and the CUSIP number of such Additional Notes; and


 


(c)          whether
such Additional Notes shall be subject to restrictions on transfer.


 


ARTICLE 3.


 


REDEMPTION AND PREPAYMENT


 


Section 3.01.        Notices
to Trustee.


 


If the Company elects to redeem Notes pursuant
to the optional redemption provisions of Section 3.07 hereof and paragraph 5 of the Notes, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date unless a shorter notice shall be satisfactory to the Trustee,
an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. Any such notice may be cancelled
at any time prior to notice of such redemption being mailed or delivered to any Holder and shall, therefore, be void and of no
effect.


 


Section 3.02.        Selection
of Notes to Be Redeemed.


 


If less than all of the Notes are to be redeemed
at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with any applicable
depositary and legal requirements and the requirements of the principal national securities exchange, if any, on which the Notes
are listed or, if the Notes are not so listed, on a pro rata basis, at random or in accordance with any other method the Trustee
considers fair and appropriate. In the event of partial redemption at random, the particular Notes to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.


 




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The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess
thereof, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder,
even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


Section 3.03.        Notice
of Redemption.


 


At least 30 days but not more than 60 days before
a redemption date, the Company shall mail or deliver, or cause to be mailed or delivered, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.


 


The notice shall identify the Notes to be redeemed and shall
state:


 


(a)          the
redemption date;


 


(b)          the
redemption price or if the redemption is made pursuant to Section 3.07(b) a calculation of the redemption price;


 


(c)          if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original Note;


 


(d)          the
name and address of the Paying Agent;


 


(e)          that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)           that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the redemption date;


 


(g)          the
paragraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;


 


(h)          in
the case of a redemption being made by a Restricted Subsidiary, the name of such Restricted Subsidiary making the redemption; and


 


(i)           that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.


 


The Company shall, or, at the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days, or a shorter notice shall be satisfactory to the Trustee,
prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in this Section 3.03.


 




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Section 3.04.        Effect
of Notice of Redemption.


 


Once notice of redemption is mailed or delivered
in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at
the redemption price. A notice of redemption may not be conditional.


 


Section 3.05.        Deposit
of Redemption Price.


 


On or before 11:00 a.m. New York City time on
any redemption date, the Company shall deposit, or cause to be deposited, with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest on all Notes (or portions of Notes) to be redeemed on that date. The Trustee
or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption price of, and accrued interest on all Notes to be redeemed.


 


If the Company complies with the provisions of
the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record
Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in
whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall
not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest
not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06.        Notes
Redeemed in Part.


 


Upon surrender of a Note that is redeemed in part,
the Company shall issue and, upon receipt of a Written Order in accordance with Section 2.02 hereof, the Trustee shall certify
for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


Section 3.07.        Optional
Redemption.


 


(a)          The
Company may choose to redeem the Notes at any time. If it does so, it may redeem all or any portion of the Notes at once or over
time, after giving the required notice hereunder. To redeem the Notes prior to July 15, 2017 the Company must pay a redemption
price equal to the greater of:


 


(i)          100%
of the principal amount of the Notes to be redeemed, and


 


(ii)          the
sum of the present values of (1) the redemption price of the Notes at July 15, 2017 (as set forth below) and (2) the remaining
scheduled payments of interest from the redemption date to July 15, 2017 but excluding accrued and unpaid interest to the redemption
date, discounted to the date of redemption on a semi-annual basis (assuming a 365-day year using the actual number of days in the
period), at the Government of Canada Rate (determined on the second business day immediately preceding the date of redemption)
plus 50 basis points,


 


plus, in either case, accrued and unpaid interest to the redemption
date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment
date).


 




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Any notice to Holders of Notes of such a redemption
will include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual
redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the Trustee no
later than two business days prior to the redemption date.


 


(b)          Beginning
on July 15, 2017, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice
under this Indenture, at the redemption prices set forth below, plus accrued and unpaid interest on the Notes redeemed to the
applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on July 15
of the years set forth below, and are expressed as percentages of principal amount:


 


	Redemption Year	 	Price	 
	 	 	 	 
	2017	 	 	104.125	%
	2018	 	 	102.750	%
	2019	 	 	101.375	%
	2020 and thereafter	 	 	100.000	%



 


(c)          In
addition, at any time and from time to time, prior to July 15, 2017, the Company may redeem up to a maximum of 35% of the aggregate
principal amount of the Notes (including Additional Notes) with the proceeds of one or more Qualified Equity Issuances, at a redemption
price equal to 105.50% of the principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided,
however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including
Additional Notes) remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity Issuance upon
not less than 30 days’ nor more than 60 days’ prior notice.


 


(d)          The
Company may at any time redeem, in whole but not in part, the outstanding Notes (upon giving notice in accordance with this Indenture,
which notice shall be irrevocable) at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest
to the date of redemption, and all Additional Amounts (if any) then due and which will become due on the date of redemption as
a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of the Notes, the
Company has become or would become obligated to pay any Additional Amounts in respect of the Notes, and the Company cannot avoid
any such payment obligation by taking reasonable measures available to it, as a result of (i) any change in or amendment to the
laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official
position regarding the application or interpretation of such laws or regulations, which change or amendment is announced and is
effective on or after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after
the Issue Date, such later date).


 


(e)          Notwithstanding
the foregoing, the Company may elect to effect any redemption pursuant to this Section 3.07 directly or through a Restricted Subsidiary.


 


Section 3.08.        Mandatory
Redemption.


 


Except as set forth in Sections 4.12 and 4.16
hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 




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Section 3.09.        Offer
To Purchase by Application of Excess Proceeds.


 


(a)          In
the event that, pursuant to Section 4.12 hereof, the Company shall be required to commence an offer to all Holders to purchase
Notes (an “Asset Sale Offer”), it shall follow the procedures specified below.


 


(b)          The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after
the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of
Notes required to be purchased pursuant to Section 4.12 hereof (the “Offer Amount”) or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made
in the same manner as interest payments are made.


 


If the Purchase Date is on or after a Regular
Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in
whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable
to Holders who tender Notes pursuant to the Asset Sale Offer.


 


Upon the commencement of the Asset Sale Offer,
the Company shall deliver a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders.
The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


 (i)          that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.12 hereof and the length of time the Asset Sale
Offer shall remain open;


 


(ii)          the
Offer Amount, the purchase price and the Purchase Date;


 


(iii)         that
any Note not tendered or accepted for payment shall continue to accrue interest;


 


(iv)          that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date;


 


(v)         that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in amounts of $2,000
or integral multiples of $1,000 in excess thereof;


 


(vi)          that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer,
to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three
days before the Purchase Date;


 


(vii)          that
Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives,
not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election
to have such Note purchased;


 




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(viii)          that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations
of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and


 


(ix)           that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).


 


On or before the Purchase Date, the Company shall,
to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver
to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company
in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Note, and the Trustee, upon receipt of a Written Order in accordance with Section 2.02 hereof from the Company,
shall certify and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Asset Sale Offer on the Purchase Date.


 


Other than as specifically provided in this Section
3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Section 3.01 through Section 3.06
hereof.


 


ARTICLE 4.


 


COVENANTS


 


Section 4.01.        Payment
of Notes.


 


The Company shall pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium,
if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 11:00 a.m. New York City Time on the due date money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then due.


 


The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a
rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest on any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.


 


Interest shall be computed on the basis of a 365-day
year and will be payable in equal semi-annual payments.


 




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Section 4.02.        Maintenance
of Office or Agency.


 


(a)          The
Company shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


(b)          The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


(c)          The
Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Company
in accordance with Section 2.03.


 


Section 4.03.        Reports.


 


(a)          The
Company shall deliver to the Trustee, no later than fifteen (15) calendar days after the time such report is required to be filed
with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted
by Rule 12b-25 under the Exchange Act), a copy of each report the Company is required to file or otherwise files with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall not be required to
deliver to the Trustee any material for which the Company has sought and obtained confidential treatment by the Commission; provided
further, each such report will be deemed to be so delivered to the Trustee if the Company files such report with the Commission
through the Commission’s EDGAR database. In the event the Company is at any time while any Notes are outstanding no longer
subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and no longer files reports thereunder,
the Company shall continue to provide to the Trustee and, upon request, to each Holder, no later than fifteen (15) calendar days
after the date the Company would have been required to file the same with the Commission, the reports the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to the reporting
requirements of such sections.


 


(b)          For
so long as any Notes remain outstanding and the Company does not have or shall cease to have a class of equity securities registered
under Section 12(g) of the Exchange Act or is not or shall cease to be subject to Section 15(d) of the Exchange Act and no longer
files reports thereunder, the Company shall furnish to the Holders, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act; provided that each such report requested will be deemed delivered
if the Company files such report with the Commission through the Commission’s EDGAR database.


 


(c)          Delivery
of these reports, information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not have any responsibility to determine
whether such


 




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posting of reports with the Commission has
occurred. In addition, the Company will promptly notify the Trustee of any change in the Company’s status as a reporting
company under Section 13 or 15(d) of the Exchange Act.


 


Section 4.04.        Compliance
Certificate.


 


(a)          The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate (which
shall be signed by the principal executive, financial or accounting officer of the Company) stating that in the course of performing
their duties as Officers of the Company a review of the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to determining whether the Company and its Subsidiaries
have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company and its Subsidiaries are not in default in the performance
or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.


 


(b)          The
Company shall promptly deliver to the Trustee, after becoming aware of the occurrence thereof, written notice in the form of an
Officers’ Certificate of any event that with the giving of notice or the lapse of time (or both) would become an Event of
Default, its status and what action the Company is taking or proposes to take with respect thereto; provided, however,
that no notice need be delivered under this Section 4.04(c) if the event that with the giving of notice and the lapse of time would
become an Event of Default has been cured prior to the time delivery of notice would have otherwise been required.


 


Section 4.05.        Taxes.


 


The Company shall pay or discharge, and shall
cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental
levies; provided that neither the Company nor any such Restricted Subsidiary shall be required to pay or discharge,
or cause to be paid or discharged, any such tax, assessment, charge or claim the amount, applicability or validity of which is
being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with
GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders, unless despite such contestation,
the Company or any of its Restricted Subsidiaries is nonetheless required to pay such taxes, assessments, or governmental levies
under applicable law.


 


Section 4.06.        Stay,
Extension and Usury Laws.


 


The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law
has been enacted.


 




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Section 4.07.        Corporate
Existence.


 


Subject to Article 5 hereof, the Company shall
do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter
and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Restricted Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the
loss thereof is not materially adverse to the Holders of the Notes or such action is otherwise permitted by this Indenture.


 


Section 4.08.        Payments
for Consent.


 


The Company will not, and will not permit any
of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise,
to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or
the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent, waiver or agreement.


 


Section 4.09.        Limitation
on Debt.


 


(a)          The
Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving
effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence
or be continuing following such Incurrence and either:


 


(i)          such
Debt is Debt of the Company or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt and the application
of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00; provided that Restricted
Subsidiaries that are not Subsidiary Guarantors may incur Debt to the extent Debt incurred and outstanding under this clause (i)
does not exceed $100.0 million, or


 


(ii)          such
Debt is Permitted Debt.


 


(b)          The
term “Permitted Debt” means:


 


(i)          (1)
Debt of the Company evidenced by the “Initial Notes and the U.S. Notes and (2) Debt of the Subsidiary Guarantors evidenced
by the Subsidiary Guarantees relating to the Initial Notes and subsidiary guarantees relating to the U.S. Notes;


 


(ii)          Debt
of the Company, a Subsidiary Guarantor, a Foreign Subsidiary that is a Restricted Subsidiary under a Credit Facility; provided
that, after giving effect to any such Incurrence, the aggregate principal amount of all Debt Incurred pursuant to this clause (ii)
and then outstanding shall not exceed the greatest of (i) $1,000.0 million, which amount shall be permanently reduced by the amount
of Net Available Cash used to Repay Debt under the Credit Facility, and not subsequently reinvested in Additional Assets or used
to purchase Notes or Repay other Debt, pursuant to Section 4.12 hereof, (ii) an aggregate amount equal to (x) the aggregate amount


 




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of EBITDA for the most recent
four consecutive fiscal quarters for which financial statements are publicly available prior to the date of such incurrence multiplied
by (y) 3.50 and (iii) the sum of (A) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries,
(B) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, and (C) $250.0 million, in
each case determined on a consolidated basis as of the most recently ended annual or quarterly period of the Company for which
financial statements of the Company are publicly available;


 


(iii)         Debt
of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations, Purchase Money Debt or Sale and Leaseback Transactions,
provided that:


 


(A)         the
aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property
acquired, constructed, leased or sold, and


 


(B)          the
aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (iii) (together with all Permitted
Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (iii)) does not exceed
the greater of (x) $150.0 million and (y) 7.5% of Consolidated Net Tangible Assets;


 


(iv)         Debt
of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company
or any Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is the obligor on any such Debt Incurred
after the Issue Date, then such Debt is expressly subordinated by its terms to the prior payment in full in cash of the Notes
or the Subsidiary Guarantees, as the case may be; provided further, however, that any subsequent issue or transfer
of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute
the Incurrence of such Debt by the issuer thereof;


 


(v)          Debt
under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate
risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes,
provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise
permitted by this Section 4.09;


 


(vi)         Debt
under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting
currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the
ordinary course of business and not for speculative purposes;


 


(vii)        Debt
under Commodity Price Protection Agreements entered into by the Company or a Restricted Subsidiary in the ordinary course of the
financial management of the Company or such Restricted Subsidiary and not for speculative purposes;


 


(viii)       Debt
in connection with one or more standby letters of credit or performance bonds issued by the Company or a Restricted Subsidiary
in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money
or the obtaining of advances or credit;


 




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(ix)          Debt
of the Company or a Restricted Subsidiary outstanding on the Issue Date not otherwise described in clauses (b)(i) through (viii)
above;


 


(x)           Debt
of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise
became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became
a Subsidiary of the Company or was otherwise acquired by the Company); provided that at the time such Restricted Subsidiary
was acquired by the Company or otherwise became a Restricted Subsidiary and after giving pro forma effect to the Incurrence of
such Debt and the application of proceeds therefrom, (i) the Company would have been able to Incur $1.00 of additional Debt pursuant
to clause (a)(i) of this Section 4.09 or (ii) the Consolidated Interest Coverage Ratio would be equal to or greater than such ratio
immediately prior to such transaction;


 


(xi)          Debt
of the Company or a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price,
earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets
or Subsidiary of the Company otherwise permitted by and in accordance with the provisions of this Indenture;


 


(xii)         Debt
of the Company or a Restricted Subsidiary evidenced by promissory notes issued to employees, former employees, directors or former
directors of the Company or any of its Restricted Subsidiaries in lieu of any cash payment permitted to be made under Section 4.10(b)(vi)
hereof;


 


(xiii)        Guarantees
by the Company or any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary that the Company or the Restricted
Subsidiary making such Guarantee is otherwise permitted under this Indenture and Guarantees by the Company or any Restricted Subsidiary
of Debt of a Permitted Joint Venture constituting a Permitted Investment pursuant to clause (p) of such definition;


 


(xiv)       Debt
of the Company or a Restricted Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient
funds, provided such Debt is extinguished within five Business Days of the Company or Restricted Subsidiary receiving notice;


 


(xv)        Debt
consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;


 


(xvi)       Debt
of the Company or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed the greater
of (x) $150.0 million and (y) 6.0% of Consolidated Net Tangible Assets;


 


(xvii)      Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (a)(i) of this Section 4.09 and clauses (b)(i), (ix) and
(x) above; provided, however, that in the case of any Debt of the Company owing to and held by any Restricted Subsidiary
and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary Incurred pursuant to Section
4.09(b)(ix) hereof, the obligee of such Permitted Refinancing Debt shall be either the Company or a Restricted Subsidiary or if
the original obligee of the Debt being Refinanced was the Company or a Subsidiary Guarantor then the obligee of such Permitted
Refinancing Debt shall be either the Company or a Subsidiary Guarantor; and


 




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(xviii)           Debt
in connection with a Qualified Receivables Transaction.


 


(c)          Notwithstanding
anything to the contrary contained in this Section 4.09, accrual of interest, accretion or amortization of original issue discount
and the payment of interest or dividends in the form of additional Debt will be deemed not to be an Incurrence of Debt for purposes
of this Section 4.09.


 


(d)          For
purposes of determining compliance with this Section 4.09, in the event that an item of Debt meets the criteria of more than one
of the categories of Permitted Debt described in clauses (b)(i) through (xviii) of this Section 4.09 or is entitled to be incurred
pursuant to clause (a)(i) of this Section 4.09, the Company shall, in its sole discretion, classify in whole or in part (or later
reclassify in whole or in part) such item of Debt in any manner that complies with this Section 4.09.


 


(e)          For
purposes of determining compliance with any Canadian dollar denominated restriction or amount, the Canadian dollar equivalent principal
amount thereof denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the
date the Debt or other transaction was incurred or entered into, or first committed, in the case of revolving credit debt, provided
that if any Permitted Refinancing Debt is incurred to refinance Debt denominated in a foreign currency, and such refinancing
would cause the applicable Canadian dollar denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such Canadian dollar denominated restriction will be deemed not to have been exceeded
so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced.
Notwithstanding any other provision in this Indenture, no restriction or amount will be deemed to be exceeded solely as a result
of fluctuations in the exchange rate of currencies.


 


Section 4.10.        Limitation
on Restricted Payments.


 


(a)          The
Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment
if at the time of, and after giving effect to, such proposed Restricted Payment,


 


(i)          a
Default or Event of Default shall have occurred and be continuing,


 


(ii)          the
Company could not Incur at least $1.00 of additional Debt pursuant to clause (a)(i) of Section 4.09 hereof, and


 


(iii)          the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount
of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment)
would exceed an amount equal to the sum of:


 


(A)         50%
of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2014
to the end of the most recent annual or quarterly period for which financial statements have been made publicly available (or if
the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus


 


(B)         100%
of Capital Stock Sale Proceeds, plus


 




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(C)         the
sum of:


 


(1)         the
aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date
of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock)
of the Company, and


 


(2)         the
aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on
the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or
sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the
Company,


 


excluding, in the case of clause (1) or (2):


 


(x)          any
such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established
by the Company or any such Subsidiary for the benefit of their employees, and


 


(y)         the
aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion
or exchange, plus


 


(D)         an
amount equal to the sum of:


 


(1)         the
net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments,
forgiveness or cancellation of loans or advances or other transfers of Property, in each case to the Company or any Restricted
Subsidiary from such Person,


 


(2)         the
portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the
net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, and


 


(3)         to
the extent that any Investment (other than a Permitted Investment) that was made after the Issue Date is sold for cash or otherwise
liquidated or repaid for cash, the cash return of capital with respect to such Investment (less the cost of disposition, if any),
plus


 


(E)          $50.0
million.


 


(b)          Notwithstanding
the foregoing limitation, the Company and Restricted Subsidiaries, as applicable, may:


 


(i)          pay
dividends or distributions on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends
or distributions could have been paid in compliance with this Indenture; provided, however, that at the time of
such payment of such dividend or distribution, no other Default or Event of Default shall have occurred and be continuing (or
result therefrom); provided further, however, that such dividend or distribution shall be


 






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included in the calculation
of the amount of Restricted Payments pursuant to Section 4.10(a)(iii) above;


 


(ii)          purchase,
repurchase, redeem, defease, acquire or retire for value any (i) Capital Stock of the Company, any Restricted Subsidiary or any
Permitted Joint Venture, or (ii) Subordinated Obligations, in exchange for, or out of the proceeds of the substantially concurrent
sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary
of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of
their employees); provided, however, that


 


(A)         such
purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted
Payments pursuant to Section 4.10(a)(iii) above and


 


(B)          the
Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to Section 4.10(a)(iii)(B)
above;


 


(iii)         purchase,
repurchase, redeem, defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of
the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase,
redemption, defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments pursuant
to Section 4.10(a)(iii) above;


 


(iv)         make
an Investment, if at the time the Company or any Restricted Subsidiary first Incurred a commitment for such Restricted Payment,
such Restricted Payment could have been made; provided, however, that the Investment is made within 90 days from
the date in which the Company or the Restricted Subsidiary Incurs the commitment; and provided further, however,
that all commitments Incurred and outstanding and not terminated shall be treated as if such commitments were Restricted Payments
expended by the Company or the Restricted Subsidiary at the time the commitments were Incurred;


 


(v)          the
repurchase of equity interests of the Company or any of its Restricted Subsidiaries deemed to occur upon the exercise of stock
options upon surrender of equity interests to pay the exercise price of such options; provided however, that such repurchase
shall be excluded in the calculation of the amount of Restricted Payments pursuant to Section 4.10(a)(iii) above;


 


(vi)         repurchase,
redeem or retire for value any Capital Stock of the Company or any of its Subsidiaries from current or former employees of the
Company or any of its Subsidiaries (or permitted transferees of such current or former employees), pursuant to the terms of agreements
(including employment agreements, employee stock options or restricted stock agreements) or plans (or amendments thereto) approved
by the Board of Directors of the Company under which such individuals purchase or sell, or are granted the option to purchase or
sell, shares of such Capital Stock; provided, however, that:


 


(A)         the
aggregate amount of such repurchases shall not exceed $10.0 million in any calendar year, with unused amounts carried over to the
next calendar year subject to a maximum of $15.0 million in any calendar year; and


 


(B)          at
the time of such repurchase, no Default or Event of Default shall have occurred and be continuing (or result therefrom);


 




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provided further, however,
that such repurchases shall be excluded in the calculation of the amount of Restricted Payments pursuant to Section 4.10(a)(iii)
above;


 


(vii)        pay dividends or distributions
in the ordinary course of business on the Company’s outstanding Capital Stock or Preferred Stock or make open market purchases
of shares of the Company’s outstanding Capital Stock pursuant to stock buyback programs approved by the Board of Directors
of the Company, in an amount which, when combined with all such dividends, distributions and purchases, does not exceed $50.0 million
in the aggregate in any calendar year, with unused amounts carried over to the succeeding calendar year, subject to a maximum of
$75.0 million in any calendar year; such $25.0 million increase allowed only if the pro forma Consolidated Interest Coverage Ratio
is at least 2.00 to 1.00; provided, however, that at the time of such dividend, distribution or purchase,


 


(A)         the
Company could Incur at least $1.00 of additional Debt pursuant to clause (a)(i) of Section 4.09 hereof, after giving pro forma
effect to such dividend or distribution; and


 


(B)          no
Default or Event of Default shall have occurred and be continuing (or result therefrom);


 


provided further, however,
that such dividends or distributions shall be excluded in the calculation of the amount of Restricted Payments pursuant to Section
4.10(a)(iii) above;


 


(viii)       purchase,
repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations from Net Available Cash to the extent
permitted by Section 4.12 hereof, provided, however, that such purchase, repurchase, redemption, legal defeasance,
acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments pursuant to Section
4.10(a)(iii) above;


 


(ix)          purchase
or redeem any Subordinated Obligations, to the extent required by the terms of such Debt following a Change of Control; provided,
however, that the Company has made a Change of Control Offer and has purchased all Notes tendered in connection with that
Change of Control Offer; provided further, however, that such purchase or redemption shall be included in the calculation
of the amount of Restricted Payments pursuant to Section 4.10(a)(iii) above;


 


(x)           other
Restricted Payments in an aggregated amount not to exceed $150.0 million since the Issue Date; provided, however,
that at the time of such payment of such dividend or distribution, no other Default or Event of Default shall have occurred and
be continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in
the calculation of the amount of Restricted Payments pursuant to Section 4.10(a)(iii) above; and


 


(xi)          any
additional Restricted Payment so long as immediately after giving effect to the making of such Restricted Payment, the
Company’s Total Leverage Ratio does not exceed 3.50 to 1.00; provided, however,
that at the time of such payment of such dividend or distribution, no Default or Event of Default shall have occurred and be
continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in
the calculation of the amount of Restricted Payments pursuant to Section 4.10(a)(iii) above.


 








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Section 4.11.         Limitation
on Liens.


 


The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any
of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or
any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the Notes
or the applicable Subsidiary Guarantee will be secured by such Lien equally and ratably with (or, if such other Debt constitutes
Subordinated Obligations, prior to) all other Debt of the Company or any Restricted Subsidiary secured by such Lien for so long
as such other Debt is secured by such Lien; provided, however, that if the Debt so secured is expressly subordinated
to the Notes, then the Lien securing such Debt shall be subordinated and junior to the Lien securing the Notes or the Subsidiary
Guarantees.


 


Section 4.12.         Limitation
on Asset Sales.


 


(a)         The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:


 


(i)           the
Company or such Restricted Subsidiary receives consideration, including the relief of liabilities, at the time of such Asset Sale
at least equal to the Fair Market Value of the Property subject to such Asset Sale; and







 


(ii)         except
in the case of a Permitted Asset Swap, at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection
with such Asset Sale is in the form of cash or Temporary Cash Investments.


 


Solely for the purposes of clause (a)(ii) of this Section 4.12,
the following will be deemed to be cash:


 


(A)         the
assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than contingent liabilities or liabilities
that are by their terms subordinated to the Notes or the applicable Subsidiary Guarantee) as a result of which the Company and
the Restricted Subsidiaries are no longer obligated with respect to such liabilities;


 


(B)         any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such Purchaser to the extent
they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received)
or by their terms mature or are otherwise to be converted into cash within 180 days; and 


 


(C)         any
Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration
received pursuant to this clause (C) (and not subsequently converted into
cash or Temporary Cash Investments that are treated as Net Available Cash), does not exceed the greater of (1) $150.0 million
and (2) 5.0% of the Consolidated Net Tangible Assets at the time of the receipt of such Designated Noncash Consideration, with
the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value.


 


(b)         The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt) to any of the following uses:


 




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(i)         to
Repay


 


(A)         Debt
of the Company or any Restricted Subsidiary that is secured by the Property subject to such Asset Sale (excluding any Debt owed
to the Company or an Affiliate of the Company) and/or


 


(B)         Debt
under the Credit Facility; or


 


(ii)         to
invest or reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with
Net Available Cash received by the Company or another Restricted Subsidiary); or


 


(iii)          to
make capital expenditures to improve existing assets.


 


Notwithstanding the
foregoing, (i) any investment in Additional Assets within 180 days prior to an Asset Sale, shall be deemed to satisfy clause (b)(ii)
above with respect to any such Asset Sale and (ii) any capital expenditure made to improve existing assets within 180 days of an
Asset Sale shall be deemed to satisfy clause (b)(iii) above with respect to any Asset Sale.


 


(c)          Any
Net Available Cash from an Asset Sale not applied in accordance with clause (b) of this Section 4.12 within 450 days from the
date of the receipt of such Net Available Cash, or such shorter period which the Company determines or that is not segregated
from the general funds of the Company for investment in identified Additional Assets in respect of a project that shall have
been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 450-day
period and that shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided,
however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net
Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess
Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so
abandoned or completed, as applicable; provided further, however, that the amount of any Net Available
Cash that continues to be segregated for investment and that is not actually reinvested within 450 days from the date of the
receipt of such Net Available Cash shall also constitute “Excess Proceeds.”


 


(d)          When
the aggregate amount of Excess Proceeds exceeds $150.0 million (not taking into account income earned on such Excess Proceeds,
if any), the Company will be required to make an Asset Sale Offer, which offer shall be in the amount of the Allocable Excess
Proceeds (as defined below), on a pro rata basis, according to principal amount, at a purchase price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to the purchase date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating
in the event of oversubscription) set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash
remains after compliance with the preceding sentence and provided that all Holders of Notes have been given the opportunity
to tender their Notes for purchase in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining
amount for any purpose not otherwise prohibited by this Indenture and the amount of Excess Proceeds will be reset to zero.


 


(e)          The
term “Allocable Excess Proceeds” shall mean the product of:


 


(i)           the
Excess Proceeds and


 




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(ii)         a
fraction,


 


(A)         the
numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer, and


 


(B)         the
denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer
and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sale Offer that is pari
passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales substantially similar
to this Section 4.12 and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Asset
Sale Offer.


 


(f)          Within
five business days after the Company is obligated to make an Asset Sale Offer as described in clause (d) of this Section
4.12, the Company shall deliver a written notice to the Holders of Notes, with a copy to the Trustee, accompanied by such
information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make
an informed decision with respect to such Asset Sale Offer. Such notice shall state, among other things, the purchase price
and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than
30 days nor later than 60 days from the date such notice is delivered.


 


(g)          The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with any repurchase of Notes pursuant to this Section 4.12. To the extent that
the provisions of any securities laws or regulations conflict with provisions of this Section 4.12, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section 4.12 by virtue thereof.


 


Section 4.13.         Limitation
on Restrictions on Distributions from Restricted Subsidiaries.


 


(a)          The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer
to exist any consensual restriction on the right of any Restricted Subsidiary to:


 


(i)          pay
dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other
obligation owed, to the Company or any other Restricted Subsidiary,


 


(ii)         make
any loans or advances to the Company or any other Restricted Subsidiary or


 


(iii)        transfer
any of its Property to the Company or any other Restricted Subsidiary.


 


(b)          The
foregoing limitations will not apply:


 


(i)          with
respect to clauses (a)(i), (ii) and (iii), to restrictions:


 


(A)        in effect
on the Issue Date, including, without limitation, restrictions pursuant to the Notes, this Indenture, the indenture dated as of
the date hereof governing the U.S. Notes, the indentures governing the Company’s notes outstanding on the Issue Date and
the Credit Facility or pursuant to a credit agreement or credit agreements which may be entered into after the Issue


 




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Date under which one or more Foreign Subsidiaries that
are Restricted Subsidiaries can Incur Debt so long as such Debt is Incurred pursuant to Section 4.09(b)(ii) hereof and, as determined
in good faith by the Company, that are no more restrictive, taken as a whole, than those contained in the Credit Facility on the
Issue Date,


 


(B)         relating
to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created
in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was acquired by the Company,


 


(C)         that
result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A)
or (B) below, provided such restrictions taken as a whole, as determined in good faith by the Company, are no less favorable
to the Holders than those under the agreement evidencing the Debt so Refinanced,


 


(D)         arising
in connection with a Qualified Receivables Transaction (including limitations set forth in the governing documents of a Special
Purpose Vehicle), or


 


(E)         existing
under or by reason of applicable law, and


 


(ii)         with
respect to clause (a)(iii) only, to restrictions:


 


(A)         relating
to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant
to Sections 4.09 and 4.11 hereof, that limit the right of the debtor to dispose of the Property securing such Debt,


 


(B)         encumbering
Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates
solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,


 


(C)         resulting
from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict
assignment of such agreements or rights thereunder,


 


(D)         that
constitute customary restrictions contained in sale agreements limiting the transfer of Capital Stock or Property pending the closing
of such sale,


 


(E)         that
constitute customary restrictions contained in joint venture agreements entered into in good faith and not otherwise prohibited
under this Indenture, or


 


(F)         existing
by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Property of the Company or
any Restricted Subsidiary not otherwise prohibited by this Indenture.


 


Section 4.14.         Limitation
on Affiliate Transactions.


 


(a)          The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment,
lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of
the Company involving aggregate payments or value in excess of $25.0 million (an “Affiliate
Transaction”), unless:


 




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(i)          the
terms of such Affiliate Transaction, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary, as the
case may be, than those that would reasonably be expected to be obtained in a comparable arm’s-length transaction at the
time of the transaction with a Person that is not an Affiliate of the Company,


 


(ii)         if
such Affiliate Transaction involves aggregate payments or value in excess of $50.0 million, the Board of Directors of the Company,
(including at least a majority of the disinterested members of the Board of Directors of the Company) approves such Affiliate
Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a)(i) of this Section
4.14 as evidenced by a Board Resolution delivered to the Trustee, and


 


(iii)         if
such Affiliate Transaction involves aggregate payments or value in excess of $75.0 million, the Company obtains a written opinion
from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate
Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries.


 


(b)          Notwithstanding
(and without the need to comply with) the foregoing limitation, the Company or any Restricted Subsidiary may enter into or
suffer to exist the following:


 


(i)          any
transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted
Subsidiaries; provided that if one of the parties to such transaction or series of transactions is a Restricted Subsidiary
that is not a Subsidiary Guarantor, no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis)
of such Restricted Subsidiary is owned by a stockholder of the Company that is an Affiliate;


 


(ii)         any
Restricted Payment permitted to be made pursuant to Section 4.10 hereof, or any Permitted Investment;


 


(iii)         any
disposition of Property of the Company or any Subsidiary in connection with the Company’s Larochette mill to Reno de Medici
S.p.A.;


 


(iv)        the
payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors
and employees of the Company or any of the Restricted Subsidiaries, whether in cash, securities or otherwise, so long as the Board
of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter
to be performed for such compensation to be fair consideration therefor;


 


(v)         loans
and advances to employees made in the ordinary course of business and consistent with the past practices of the Company or such
Restricted Subsidiary, as the case may be; provided that such loans and advances do not exceed $10.0 million in the aggregate
at any one time outstanding;


 


(vi)        the
issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;


 


(vii)        transactions
with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which
are in the ordinary course of business and consistent with industry practice (including, without limitation, pursuant to agreements
in existence on the date of this Indenture) and otherwise in compliance with the terms of this Indenture


 




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and, taken as a whole, are on terms
no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected
to be obtained in a comparable arm’s-length transaction at the time of the transaction with a Person that is not an Affiliate
of the Company;


 


(viii)        payments
or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors of the Company and entered into
in good faith between the Company and any other Person with which the Company files a consolidated tax return or with which the
Company is a part of a consolidated group for tax purposes;


 


(ix)         payments
from Affiliates to the Company or a Restricted Subsidiary for operational, management and financial services pursuant to agreements
that are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be
obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;


 


(x)          any
sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Receivables Transaction;
and


 


(xi)         director
and officer indemnification agreements entered into in good faith and approved by the Board of Directors of the Company.


 


Section 4.15.         Designation
of Restricted and Unrestricted Subsidiaries.


 


(a)          The
Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such
designation is permitted under Section 4.10 and the Subsidiary to be so designated:


 


(i)          has
no Debt other than Non-Recourse Debt;


 


(ii)         is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (1) to subscribe for additional Capital Stock or (2) to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of
operating results; and


 


(iii)        has
not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Company or any of its Restricted
Subsidiaries.


 


(b)          Unless
so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a
Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary
and shall be automatically classified as an Unrestricted Subsidiary if (1) either of the requirements set forth in Sections
4.15(d) (x) and (y) shall not be satisfied after giving pro forma effect to such classification, (2) if such Person is a
Subsidiary of an Unrestricted Subsidiary, or (3) unless the Company elects otherwise, such Subsidiary is formed and exists
solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such
Subsidiary will be merged, consolidated, liquidated, dissolved, wound-up or amalgamated into the Company or a Restricted
Subsidiary as part of such transaction or series of transactions.


 


(c)          Except
as provided in the first sentence of clause (b) of this Section 4.15, no Restricted Subsidiary may be redesignated as an Unrestricted
Subsidiary, and neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt
that provides that the


 




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holder thereof may (with the passage of time or notice or
both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the
occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right
to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted
Subsidiary in compliance with this Section 4.15, such Restricted Subsidiary shall, by execution and delivery of a supplemental
indenture, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.


 


(d)          The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after
giving pro forma effect to such designation,


 


(x)          the
Company could Incur at least $1.00 of additional Debt pursuant to clause (a)(i) of Section 4.09 hereof, and


 


(y)          no
default or Event of Default shall have occurred and be continuing or would result therefrom.


 


(e)          Any
such designation or redesignation by the Board of Directors of the Company will be evidenced to the Trustee by filing with
the Trustee a resolution of the Board of Directors of the Company giving effect to such designation or redesignation and an
Officers’ Certificate that:


 


(1)         certifies
that such designation or redesignation complies with the preceding provisions, and


 


(2)         gives
the effective date of such designation or redesignation,


 


such filing with the Trustee to occur within 45 days after
the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation
or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal
year).


 


(f)          As
of the Issue Date, the Board of Directors of the Company has designated Cascades Recovery Inc., Greenpac Holding LLC (and its
direct parent holding company), Reno de Medici S.p.A. and Norcan Flexible Packing Inc. (and their respective Subsidiaries) as
Unrestricted Subsidiaries.


 


Section 4.16.         Repurchase
at the Option of Holders Upon a Change of Control.


 


(a)          Upon
the occurrence of a Change of Control, the Company shall offer to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”)
at a purchase price, in cash (the “Change of Control Purchase Price”), equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the purchase date (subject to the right
of Holders on the relevant record date to receive interest to, but excluding, the Change of Control Payment Date (as defined below)).
Each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of such Holder’s Notes pursuant to such offer.


 


Within 30 days following
any Change of Control, unless the Company has mailed or delivered a redemption notice with respect to all of the outstanding Notes
in accordance with Section 3.07, the Company shall:


 




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(i)          cause
a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service
in the United States and


 


(ii)         deliver,
with a copy to the Trustee, to each Holder of Notes, at such Holder’s address appearing in the securities register maintained
in respect of the Notes by the Registrar (the “Security Register”), a notice stating:


 


(A)         that
a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes timely
tendered will be accepted for repurchase;


 


(B)         the
Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law,
a Business Day no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Change of
Control Payment Date”); 


 


(C)         the
circumstances and relevant facts regarding the Change of Control; and


 


(D)         the
procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that
Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.


 


The Company will comply, to the extent applicable,
with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder in connection
with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.16 or other provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such
compliance.


 


(b)          On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(i)          accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)         deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(iii)        deliver
or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Notes properly accepted together with an Officers’
Certificate stating the aggregate principal amount of Notes or portions of Notes being tendered and purchased by the Company.


 


The Paying Agent shall promptly mail or
deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly
certify and mail or deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof.


 


(c)          If
the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date,
any accrued and unpaid interest shall be paid to the Person


 




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in whose name a Note is registered, at the close of business
on such Regular Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control
Offer.


 


(d)          The
provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be
applicable whether or not any other provisions of this Indenture are applicable. This Indenture does not contain provisions
that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction that does not involve a Change of Control.


 


(e)          The
Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes a Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer.


 


Section 4.17.         Future
Subsidiary Guarantors.


 


The Company shall cause each Person that
becomes a Canadian or U.S. Restricted Subsidiary, excluding any Special Purpose Vehicle, following the Issue Date to execute and
deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto providing a Subsidiary Guarantee
within 30 days after such time such Person becomes a Canadian or U.S. Restricted Subsidiary; provided, however, that
if any such Canadian or U.S. Restricted Subsidiary has assets or annual revenues, in each case, of less than $5.0 million
individually (and $15.0 million in the aggregate in respect of all Restricted Subsidiaries), and in each case, does not Guarantee
or Incur Debt under any Credit Facility or any capital markets debt, issued after the Issue Date, such Restricted Subsidiary shall
not be required to provide a Subsidiary Guarantee.


 


Section 4.18.         Covenant
Termination.


 


(a)          All
of the covenants set forth in Article 4 hereof shall be applicable to the Company and its Restricted Subsidiaries unless the
Company reaches Investment Grade Status. After the Company has reached Investment Grade Status, and notwithstanding that the Company
may later cease to have an Investment Grade Rating from either or both of the Rating Agencies, the Company and its Restricted
Subsidiaries shall be released from their obligations to comply with Sections 4.09, 4.10, 4.12, 4.13, 4.14 and 4.16 but shall
remain obligated to comply with the following:


 


(i)           Sections
4.01 through 4.08;


 


(ii)          Section
4.11;


 


(iii)         Section
4.15 (other than clause (x) of Section 4.15(d) (and such clause (x) as referred to in Section 4.15(b)(1)));


 


(iv)         Section
4.17; and


 


(v)          Section
4.19.


 


(b)          The
Company and the Subsidiary Guarantors shall also, upon reaching Investment Grade Status, remain obligated to comply with Section
5.01 (other than clauses (a)(v) and (b)(v) thereunder).


 




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(c)          The
Company shall notify the Trustee upon reaching Investment Grade Status.


 


Section 4.19.         Additional
Amounts.


 


(a)          Payments
made by the Company under or with respect to the Notes or any of the Subsidiary Guarantors with respect to any Subsidiary
Guarantee shall be made free and clear of and without withholding or deduction for or on account of any present or future
tax, duty, levy, assessment or other governmental charge (“Taxes”) unless the withholding or deduction of
Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on
behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is at any relevant time organized, engaged in
business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any
jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including the
jurisdiction of any paying agent) or any political subdivision thereof or therein (each, a “Tax
Jurisdiction”) will at any time be required to be made from any payments made by the Company under or with respect
to the Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or the relevant
Subsidiary Guarantor, as applicable, will pay to each Holder of Notes that are outstanding on the date of the required
payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount
received by the applicable beneficial owner (including the Additional Amounts) after such withholding or deduction (including
any such withholding or deduction in respect of Additional Amounts) will equal the amount such beneficial owner would have
received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable
with respect to a payment to a Holder or beneficial owner of the Notes (an “Excluded Holder”):


 


(i)          in
respect of Canadian Taxes imposed because the Company does not deal at arm’s-length (within the meaning of the Income
Tax Act) with such Holder at the time of making such payment,


 


(ii)         which
is subject to such Taxes by reason of its being connected with a relevant Tax Jurisdiction or any province or territory thereof
otherwise than by the mere holding of the Notes or the receipt of payments in respect of, or enforcement of, such Note or a Subsidiary
Guarantee,


 


(iii)        which
failed to comply with a timely request of the Company to comply with any certification, identification, documentation or other
reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition
to exemption from, or a reduction in the rate of deduction or withholding of, Taxes imposed by a relevant Tax Jurisdiction to
which such Holder or beneficial owner is entitled,


 


(iv)        with
respect to any estate, inheritance, gift, sales, transfer or similar Taxes,


 


(v)         where
the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented such Notes
for payment within 30 days after the date on which such payment on such Notes became due and payable or the date on which payment
thereof is duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled
to Additional Amounts had such Notes been presented on the last day of such 30-day period),


 


(vi)        in
respect of Canadian Taxes imposed because such payment is deemed (under subsection 214(16) of the Income Tax Act) to be
a dividend paid by the Company to a Holder that is a “specified shareholder” (within the meaning of subsection 18(5)
of the Income Tax Act), or


 




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(vii)       any
combination of the above clauses in this proviso.


 


(b)          If
it is the applicable withholding agent, the Company or the relevant Subsidiary Guarantor shall also:


 


(i)          make
such withholding or deduction, and


 


(ii)         remit
the full amount deducted or withheld to the relevant authority in accordance with applicable law.


 


(c)          The
Company or the relevant Subsidiary Guarantor will furnish, within 30 days after the date the payment of any Taxes are due
pursuant to applicable law, to the trustee on behalf of the applicable Holders of Notes that are outstanding on the date of
the required payment, copies of tax receipts, if any (or other documentation), evidencing the payments of Taxes made by the
Company, or a Subsidiary Guarantor, as the case may be on behalf of the Holders. The Company and the Subsidiary Guarantors
will indemnify and hold harmless each Holder of Notes that are outstanding on the date of the required payment (other than an
Excluded Holder) and upon written request reimburse each such Holder for the amount of:


 


(i)          any
Taxes so levied or imposed by a relevant Tax Jurisdiction and paid by such Holder (or the applicable beneficial owner) as a result
of payments made under or with respect to the Notes,


 


(ii)         any
liability (including penalties, interest and expense) arising therefrom or with respect thereto, and


 


(iii)        any
Taxes (other than Taxes described in Sections 4.19(a)(i)-(vii) above for which Additional Amounts are not required to be paid)
imposed with respect to any reimbursement under clause (c)(i) or (ii) above.


 


In addition to the foregoing, the Company
and the Subsidiary Guarantors will also pay and indemnify each Holder for any present or future stamp, issue, registration, transfer,
court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and
any other liabilities related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance,
or registration of any of the Notes, this Indenture, any Subsidiary Guarantee or any other document referred to therein, or the
receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Subsidiary Guarantee.


 


(d)         At
least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such
obligation to pay Additional Amounts arises shortly before or after the 30th
day prior to such date, in which case it shall be promptly thereafter), if the Company or a Subsidiary Guarantor becomes
obligated to pay Additional Amounts with respect to such payment, the Company or the relevant Subsidiary Guarantor, as
applicable, shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts shall
be payable, and the amounts so payable and shall set forth such other information as is necessary to enable the Trustee to
pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned,
in any context:


 


(i)          the
payment of principal (and premium, if any),


 


(ii)         purchase
prices in connection with a repurchase of Notes,


 


 




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(iii)         interest,
or


 


(iv)        any
other amount payable on or with respect to any of the Notes or any Subsidiary Guarantee,


 


such mention shall be deemed
to include mention of the payment of Additional Amounts provided for in this Section 4.19 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


 


(e)         The
obligations in this Section 4.19 will survive any termination, defeasance or discharge of this Indenture, any transfer by a
Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor
Person to the Company or any Subsidiary Guarantor is organized, engaged in business for tax purposes or resident for tax
purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Subsidiary Guarantee)
or any political subdivision thereof or therein.


 


ARTICLE 5.


 


SUCCESSORS


 


Section 5.01.         Merger,
Consolidation and Sale of Assets.


 


(a)          The
Company shall not merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or into any other Person or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions
unless:


 


(i)          the
Company shall be the Surviving Person in such merger, consolidation, liquidation, dissolution, winding-up or amalgamation, or
the Surviving Person (if other than the Company) formed by such merger, consolidation, liquidation, dissolution, winding-up or
amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized
and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America,
any State thereof or the District of Columbia;


 


(ii)         the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture, executed and delivered to the Trustee
by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and accrued and unpaid interest
on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions
of this Indenture to be performed by the Company;


 


(iii)         in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the
Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(iv)        immediately
before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes
of this clause (iv) and clause (v) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person
or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving
Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;


 




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(v)         immediately
after giving effect to such transaction or series of transactions on a pro forma basis, either (i) the Company or the Surviving
Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (a)(i) of Section 4.09 hereof
or (ii) the Consolidated Interest Coverage Ratio of the Company or the Surviving Person, as the case may be, would be equal to
or greater than such ratio immediately prior to such transaction; and


 


(vi)        the
Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each
stating that such transaction and the supplemental indenture, if any, with respect thereto comply with this Section 5.01 and that
all conditions precedent herein provided for relating to such transaction have been satisfied.


 


(b)          The
Company shall not permit any Subsidiary Guarantor to merge, consolidate, liquidate, dissolve, wind-up or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property
in any one transaction or series of transactions unless:


 


(i)          the
Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation, liquidation, dissolution, winding-up
or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall organized and existing
under the federal laws of Canada or the laws of any province thereof or the laws of the United States of America, any State thereof
or the District of Columbia;


 


(ii)         the
Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indenture providing for a Subsidiary
Guarantee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all
the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;


 


(iii)        in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such
Subsidiary Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(iv)        immediately
before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes
of this clause (iv) and clause (v) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person,
the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the
Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default
or Event of Default shall have occurred and be continuing;


 


(v)         immediately
after giving effect to such transaction or series of transactions on a pro forma basis, either (i) the Company would be able to
Incur at least $1.00 of additional Debt under clause (a)(i) of Section 4.09 hereof or (ii) the Consolidated Interest Coverage Ratio
of the Company would be equal to or greater than such ratio immediately prior to such transaction; and


 


(vi)        the
Company shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such transaction and such Subsidiary Guarantee, if any, with respect thereto comply with this Section 5.01 and that
all conditions precedent herein provided for relating to such transaction have been satisfied.


 


(c)          This
Section 5.01 shall not prohibit any Subsidiary Guarantor from consolidating with, merging into or transferring all or part of
its assets to the Company or any other Canadian or U.S.


 




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Subsidiary Guarantor. In addition, the foregoing provisions
(other than clause (iv) in paragraphs (a) and (b) of this Section 5.01) shall not apply to (i) any transactions which
constitute an Asset Sale if the Company has complied with Section 4.12 hereof, effective upon consummation of such Asset
Sale, with the Company thereafter required to apply any Net Available Cash as so required thereunder and (ii) any
transactions which result in the release of a Subsidiary Guarantor as described in Section 10.05 hereof.


 


Section 5.02.         Successor
Corporation Substituted.


 


The Surviving Person shall succeed to,
and be substituted for, and may exercise every right and power of the Company under this Indenture (or of the Subsidiary Guarantor
under the Subsidiary Guarantee, as the case may be), but the predecessor Company in the case of:


 


(a)          a
sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition
is of all the assets of the Company as an entirety or virtually as an entirety), or


 


(b)          a
lease,


 


shall not be released from any of the obligations or covenants
under this Indenture, including with respect to the payment of the Notes.


 


ARTICLE 6.


 


DEFAULTS AND REMEDIES


 


Section 6.01.         Events
of Default.


 


(a)          Each
of the following is an “Event of Default”:


 


(i)            failure
to make the payment of any interest (including Additional Amounts) on the Notes when the same becomes due and payable, and such
failure continues for a period of 30 days;


 


(ii)           failure
to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its
Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(iii)          failure
to comply with the provisions of Section 5.01 hereof and such failure continues for a period of 30 days;


 


(iv)         failure
to make a Change of Control Offer pursuant to Section 4.16 hereof;


 


(v)          failure
to make an Asset Sale Offer pursuant to Section 4.12 hereof, and such failure continues for 30 days after written notice is given
to the Company as provided below;


 


(vi)         failure
to comply with the provisions of Section 4.03 hereof and such failure continues for a period of 120 days after written notice
is given to the Company as provided below;


 


(vii)        failure
to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the subject of the
foregoing clause (i), (ii), (iii), (iv), (v) or


 




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(vi)) and such failure continues for 60 days after written
notice is given to the Company as provided below;


 


(viii)          a
default under any Debt for money borrowed by the Company or any Restricted Subsidiary that results in acceleration of the maturity
of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $75.0 million or its foreign currency
equivalent at the time and such acceleration has not been rescinded or annulled within ten Business Days after the date of such
acceleration;


 


(ix)          any
judgment or judgments for the payment of money in an aggregate amount in excess of $75.0 million (or its foreign currency equivalent
at the time) that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied (net
of any amounts that are reduced by insurance or bonded) or discharged for any period of 60 consecutive days during which a stay
of enforcement shall not be in effect;


 


(x)          the
Company or any of its Significant Subsidiaries:


 


(A)        commences
a voluntary case or gives notice of intention to make a proposal under any Bankruptcy Law;


 


(B)          consents
to the entry of an order for relief against it in an involuntary case or consents to its dissolution or winding-up;


 





(C)          consents to the appointment of a custodian of it or for
all or substantially all of its property;


 





(D)          makes a general assignment for the benefit of its creditors;


 


(E)          admits in
writing its inability to pay its debts as they become due or otherwise admits its insolvency; or


 


(F)          seeks a stay of proceedings against
it or proposes or gives notice of intention to propose a compromise, arrangement or reorganization of any of its debts or obligations
under any Bankruptcy Law;


 


(xi)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)          is for
relief against the Company or any of its Significant Subsidiaries in an involuntary case; or


 


(B)          appoints a receiver, interim
receiver, receiver and manager, liquidator, trustee or custodian of the Company or any of its Significant Subsidiaries or for
all or substantially all of the property of the Company or any of its Significant Subsidiaries;


 


(C)          orders
the liquidation dissolution or winding-up of the Company or any of its Significant Subsidiaries; or


 


(D)          orders the presentation of any
plan or arrangement, compromise or reorganization of the Company or any of its Significant Subsidiaries or any group of
subsidiaries that when taken together would constitute Significant Subsidiaries;


 




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and the order or decree remains unstayed and in effect
for 60 consecutive days;


 


(xii)        Certain
events involving bankruptcy, insolvency, or reorganization of the Company or any Significant Subsidiary (“the bankruptcy
provisions”); and


 


(xiii)       any
Subsidiary Guarantee of one or more Subsidiary Guarantors, which by themselves or taken together would constitute a Significant
Subsidiary, ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee or this
Indenture) or any Subsidiary Guarantor of one or more Subsidiary Guarantors, which by themselves or taken together would constitute
a Significant Subsidiary, denies or disaffirms its obligations under its Subsidiary Guarantee.


 


A Default under clause (v), (vi), (vii)
or (viii) is not an Event of Default until the trustee or the holders of not less than 25% in aggregate principal amount of the
Notes then outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after
receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice
of Default.”


 


Section 6.02.         Acceleration.


 


If any Event of Default (other than those
of the type described in Section 6.01(x) or (xi)) shall have occurred and is continuing, the Trustee may, and the Trustee upon
the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount
of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any,
to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such
notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and
payable.


 


In the case of an Event of Default specified
in Section (x) or (xi) of Section 6.01 hereof, such amount with respect to all the Notes will become due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders of the Notes. Holders may not enforce this Indenture
or the Notes except as provided in this Indenture.


 


At any time after a declaration of acceleration
with respect to the Notes, but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority
in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel that declaration and its consequences
if:


 


(a)          the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction;


 


(b)          all
existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that
has become due solely by such declaration of acceleration;


 


(c)          to
the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of
interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid;


 


(d)          the
Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements
and advances; and


 


 




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(e)          in the
event of the cure or waiver of an Event of Default of the type described in Section 6.01(x) or (xi), the Trustee has received an
Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived.


 


In the case of an Event of Default occurring by
reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention
of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the
Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to July 15, 2017, by reason of any willful
action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the prohibition
on redemption of the Notes prior to July 15, 2017, then the premium specified in Section 3.07 will also become immediately due
and payable to the extent permitted by law upon acceleration of the Notes.


 


Section 6.03.         Other
Remedies.


 


If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


Section 6.04.         Waiver
of Past Defaults.


 


The Holders of a majority in principal
amount of the Notes may waive by consent (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes) any then existing or potential Default and its consequences, except a default in the
payment of the principal of or interest on any Notes. In the event of any Event of Default specified in clause (a)(vii) of Section
6.01 hereof, such Event of Default and all consequences of that Event of Default, including without limitation any acceleration
or resulting payment default, will be annulled, waived and rescinded, automatically and without any action by the Trustee or the
Holders of the Notes, if within 60 days after the Event of Default arose:


 


(a)          the
Debt that is the basis for the Event of Default has been discharged;


 


(b)          the
holders of that Debt have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to the Event
of Default; or


 


(c)          if
the default that is the basis for such Event of Default has been cured.


 


When a Default or Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
consequent right.


 


Section 6.05.         Control
by Majority.


 


Subject to Section 7.01, Section 7.02(f)
(including the Trustee’s receipt of the security or indemnification described therein) and Section 7.06, in case an Event
of Default shall occur and be


 




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continuing, the Holders of a majority in aggregate principal amount
of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.


 


Section 6.06.         Limitation
on Suits.


 


No Holder will have any right to institute
any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:


 


(a)          such
Holder has previously given to the Trustee written notice of a continuing Event of Default,


 


(b)          Holders
of at least 25% in aggregate principal amount of the Notes then outstanding have made a written request and offered indemnity
to the Trustee to institute such proceeding as trustee, and


 


(c)          the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction
inconsistent with such request and shall have failed to institute such proceeding within 60 days.


 


A Holder may not use this Indenture to
affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder.


 


Section 6.07.         Rights
of Holders to Receive Payment.


 


Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to receive payment of principal, premium, if any, and interest
on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder.


 


Section 6.08.         Collection
Suit by Trustee.


 


If an Event of Default specified in Section
6.01(i) or (ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with
interest on overdue principal and, to the extent lawful, interest) and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.


 


Section 6.09.         Trustee
May File Proofs of Claim.


 


The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
allowed in any judicial proceedings relative to the Company, the Subsidiary Guarantors (or any other obligor upon the Notes), their
creditors or their property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official
committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event


 




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that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that any
such compensation, expenses and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under
Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders
may be entitled to receive in such proceeding whether in liquidation or any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.         Priorities.


 


If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:


 


First:
to the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders for amounts
due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and


 


Third: to the Company or to such party as a court
of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.10.


 


Section 6.11.         Undertaking
for Costs.


 


In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.07 hereof, or a suit
by Holders of more than 10% in principal amount of the then outstanding Notes.


 


ARTICLE 7.


 


TRUSTEE


 


Section 7.01.         Duties
of Trustee.


 


(a)          If
an Event of Default which the Trustee has, or is deemed to have, notice hereunder has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it


 




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by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


(b)          Except
during the continuance of an Event of Default:


 


(1)         the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee undertakes to perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and


 


(2)         in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; provided, however, that in the case of any such certificates or opinions which are specifically required
to be furnished to the Trustee pursuant to this Indenture, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein or otherwise verify the contents thereof).


 


(c)          The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:


 


(1)         this
paragraph does not limit the effect of paragraph (b) of this Section;


 


(2)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts;


 


(3)         the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 hereof; and


 


(4)         no
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section.


 


(e)          Except
for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in
any prospectus or other disclosure material distributed with respect to the Notes.


 


Section 7.02.         Rights
of Trustee.


 


(a)          The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in any such document. Any facsimile or portable document format signature of any Person on a document required or
permitted in this Indenture to be delivered to the Trustee shall constitute a valid and binding execution thereof by such
Person.


 




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(b)          Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel. The Trustee may consult with counsel of its choice and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.


 


(c)          The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.


 


(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or
within the rights or powers conferred upon it by this Indenture, provided, however that the Trustee’s
conduct does not constitute willful misconduct or negligence.


 


(e)          Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


 


(f)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction.


 


(g)          The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
received written notice of any event which is in fact such a Default or Event of Default from the Company or the Holders of 25%
in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the
Notes and this Indenture and, in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event
of Default exists.


 


(h)          Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.


 


(i)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.


 


(j)          The
Trustee shall have no duty to inquire as to the performance of the Company’s covenants herein.


 


(k)          The
Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance
of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such
immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive
the Trustee’s resignation or removal, the defeasance or discharge of this Indenture and final payment of the Notes.


 


(l)          The
right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do
so.


 


(m)          The
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified 


 




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actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.


 


(n)          In
no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


(o)          The
permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


Section 7.03.         Individual
Rights of Trustee.


 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with
the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest
it must comply with applicable legislation. Any Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.9 hereof.


 


Section 7.04.         Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under
any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any
other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate.


 


Section 7.05.         Notice
of Defaults.


 


If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or
Event of Default within 90 days after it occurs unless such Default or Event of Default has since been cured. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders.


 


Section 7.06.         Compensation
and Indemnity.


 


The Company shall pay to the Trustee from
time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee
shall agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 


The Company shall
indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all
losses, claims, damages, penalties, fines, liabilities or expenses, including reasonable incidental and out-of-pocket expenses
and reasonable attorneys' fees


 




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(“losses”) incurred by it arising out
of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Company (including this Section 7.06) and defending itself against any claim (whether asserted
by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim,
and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable
fees and expenses of such counsel, if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the Company and in the reasonable judgment of such
counsel it is advisable for the Trustee to engage separate counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. Notwithstanding the forgoing, the Company need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee and caused by the Trustee’s own willful misconduct,
gross negligence or bad faith.


 


The obligations of the Company under this
Section 7.06 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment
in full of the Notes.


 


To secure the Company’s payment
obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive
the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(a)(x) or (a)(xi) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.


 


Section 7.07.         Replacement
of Trustee.


 


A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section.


 


The Trustee may resign in writing at any time
upon 30 days prior notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders
of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company
in writing. The Company may remove the Trustee if:


 


(a)          the
Trustee fails to comply with Section 7.9 hereof;


 


(b)          the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)          a
custodian or public officer takes charge of the Trustee or its property; or


 


(d)          the
Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring
Trustee”), the Company shall


 




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promptly appoint a successor Trustee. Within one year after
the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.


 


If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at
least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If the Trustee, after written request
by any Holder who has been a Holder for at least six months, fails to comply with Section 7.9 hereof, such Holder may petition
any court of competent jurisdiction, at the expense of the Company, for the removal of the Trustee and the appointment of a successor
Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Holders. Subject to the Lien provided for in Section
7.06 hereof, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding
replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 hereof shall continue
for the benefit of the retiring Trustee.


 


Section 7.08.         Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association,
the successor corporation or banking association without any further act shall, if such successor corporation or banking association
is otherwise eligible hereunder, be the successor Trustee.


 


Section 7.09.         Eligibility;
Disqualification.


 


Any Trustee and any new Trustee appointed
under any provision of this Article 7 will be a company to which the Trust and Loan Companies Act (Canada), or any statute
hereafter enacted in substitution therefor, including as such Act or substituted statute may be amended from time to time, applies
or an incorporated body authorized to carry on business as a trustee in the Province of Quebec.


 


ARTICLE 8.


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.         Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at its option
and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
applicable conditions set forth below in this Article 8.


 


Section 8.02.         Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the applicable
conditions set forth in


 




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Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”) and each Guarantor shall be released from all of its obligations under its Guarantee. For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the
outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof
and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (d) below, and to have satisfied all its other
obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest
on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and the
payment terms of the Notes, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith and (d) this Article 8. If the Company exercises under Section 8.01 hereof the option applicable
to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may
not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.


 


Section 8.03.         Covenant
Defeasance.


 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the applicable
conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.09 through 4.17 hereof, and the operation of Sections 5.01(a)(iv) and (a)(v) and Sections 5.01(b) hereof, with
respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”) and each Guarantor shall be released from all of its obligations under its Guarantee
with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section 8.01 hereof
the option applicable to this Section 8.03, subject to the satisfaction of the applicable conditions set forth in Section 8.04
hereof, payment of the Notes may not be accelerated because of an Event of Default specified in clause (a)(iii), (a)(iv), (a)(v),
(a)(vi), (a)(vii) (with respect to the covenants contained in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.09 through 4.17 hereof),
(a)(viii), (a)(ix), (a)(x), (a)(xi) or (a)(xii) (but in the case of (a)(x) and (a)(xi) of Section 6.01 hereof, with respect to
Significant Subsidiaries only) or because of the Company’s failure to comply with clauses (a)(iv), (a)(v), (b) of Section
5.01.


 


Section 8.04.         Conditions
to Legal or Covenant Defeasance.


 


The following shall be the conditions
to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes.


 




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Legal Defeasance or Covenant Defeasance may be exercised
only if:


 


(a)          the
Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the
Holders of the Notes, cash in Canadian dollars, Canadian Government Obligations, or a combination of cash in Canadian dollars
and Canadian Government Obligations for the payment of principal, premium, if any, and interest on the Notes to maturity or
redemption, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to such
redemption date;


 


(b)          the
Company, if required by the Trustee, delivers to the Trustee a certificate from a firm of independent public accountants of
recognized international standing expressing their opinion that the payments of principal, premium, if any, and interest when
due and without reinvestment on the deposited Canadian Government Obligations plus any deposited money without investment
will provide cash at such times and in such amounts as will be sufficient to pay principal and accrued and unpaid interest
when due on all the Notes to maturity or redemption, as the case may be;


 


(c)          no
Default or Event of Default has occurred and is continuing as of the date of such deposit of funds with the Trustee and after giving
effect thereto;


 


(d)          in
the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the
date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax in the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(e)          in
the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial
income tax (including withholding tax) purposes as a result of such Legal Defeasance and will be subject to Canadian federal,
provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;


 


(f)          in
the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax or Canadian
federal, provincial or territorial income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal
income tax or Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(g)          such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement
or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the
Company or any of its Restricted Subsidiaries is bound;


 




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(h)          the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute,
or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;


 


(i)          the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
relating to Legal Defeasance or Covenant Defeasance have been complied with; and


 


(j)          notwithstanding
the foregoing, the Opinion of Counsel required by clause (d) above with respect to Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable
on the maturity date within one year or (C) as to which a redemption notice has been or will be given calling the Notes for redemption
within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.


 


Section 8.05.         Deposited Cash and
Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06 hereof, all cash
and Canadian Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the
Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such cash and securities
need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the cash or Canadian Government Obligations deposited
pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any cash or Canadian Government
Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent
certified public accountants of recognized international standing expressed in a written certification thereof delivered to the
Trustee (which may be the certification delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06.         Repayment
to Company.


 


Any cash or Canadian Government Obligations
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium,
if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust;
and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such


 




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repayment, may at the expense of the Company cause to be
published once, in The Globe and Mail (national edition), notice that such cash and securities remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed
balance of such cash and securities then remaining shall be repaid to the Company.


 


Section 8.07.         Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any cash or Canadian Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such cash and
securities in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee
or Paying Agent.


 


ARTICLE 9.


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.         Without
Consent of Holders of Notes.


 


Notwithstanding Section 9.02 hereof,
the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:


 


(a)          cure
any ambiguity, omission, defect or inconsistency;


 


(b)          provide
for the assumption by a Surviving Person of the obligations of the Company under this Indenture;


 


(c)          provide
for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued
in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described
in Section 163(f)(2)(B) of the Code);


 


(d)          add
additional Subsidiary Guarantees with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guarantees as provided
or permitted under this Indenture;


 


(e)          make
any change that would provide additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder
of any such Holder;


 


(f)          provide
for the issuance of Additional Notes in accordance with this Indenture;


 


(g)          make
any change to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture
under the TIA or other applicable trust indenture legislation; and


 




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(h)          to conform the text of this
Indenture or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum to the extent
that such provision therein is intended to be a substantially verbatim recitation of a provision in this Indenture or the Notes.


 


Section 9.02.         With
Consent of Holders of Notes.


 


Except as provided below in this Section
9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of a majority
in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents
obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal,
premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain
covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent
of the Holders of a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a
single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).


 


Without the consent of each Holder affected (whether
in the aggregate holding a majority in principal amount of Notes or not), an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):


 


(a)          reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(b)          reduce
the rate of or change the time for payment of interest on any Notes;


 


(c)          reduce
the principal of or change the Stated Maturity of any Notes or change the date on which any Notes may be subject to redemption
or repurchase (which excludes minimum notice requirements), or reduce the redemption or repurchase price for those Notes (except,
in the case of repurchases, as would otherwise be permitted under clauses (g) and (j) hereof);


 


(d)          make
any Note payable in money other than that stated in the Note and this Indenture;


 


(e)          impair
the right of any Holder to receive payment of principal, premium and interest on that Holder’s Notes on or after the due
dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes or any Subsidiary
Guarantee;


 


(f)          reduce
the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed (which excludes modifying
minimum notice requirements), as described in Sections 3.07 and 4.19 hereof;


 


(g)         after
the Company’s obligation to purchase the Notes arises under Section 4.16 hereof, amend, modify or change the obligation of
the Company to make or consummate a Change of Control Offer or waive any default in the performance of that Change of Control Offer
or modify any of the provisions or definitions with respect to any such offer;


 


(h)         subordinate
the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor (for the avoidance
of doubt, the granting of a security interest in any Property shall not constitute a subordinated interest);


 




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(i)          make
any change to this Indenture or the Notes that would result in the Company or any Subsidiary Guarantor being required to make any
withholding or deduction from payments made under or with respect to the Notes (including payments made with pursuant to any Subsidiary
Guarantee);


 


(j)          make
any change in the provisions of this Article 9 which require the consent of each Holder;


 


(k)          make
any change in the provisions of Section 4.19 hereof that adversely affects the rights of any Holder or amend the terms of the Notes
or this Indenture in a way that would result in a loss to any Holder of an exemption from any of the Taxes described thereunder;


 


(l)          at
any time after the Company is obligated to make an Asset Sale Offer pursuant to Section 4.12 hereof, change the time at which such
offer to purchase must be made or at which the Notes must be repurchased pursuant thereto; or


 


(m)         make
any change in any Subsidiary Guarantee that would adversely affect the rights of Holders to receive payments under the Subsidiary
Guarantee, other than any release of a Subsidiary Guarantor in accordance with the provisions of this Indenture.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any waiver or supplemental indenture. If
a record date is fixed, the Holders on such waiver or record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided
that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date
which is 120 days after such record date, any such consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.


 


It shall not be necessary for the consent
of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient
if such consent approves the substance thereof.


 


After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company shall mail or deliver to the Holder of each Note affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes, including Additional
Notes, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes.


 


Section 9.03.         Compliance
with Trust Indenture Legislation.


 


Every amendment or supplement to this
Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the legislation then in effect.


 


Section 9.04.         Revocation
and Effect of Consents.


 


Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a
Note or portion thereof


 




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that evidences the same debt as the consenting Holder’s
Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent
as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or
amendment becomes effective (notwithstanding that it may become operative at a later date, whether upon the satisfaction of certain
conditions or otherwise). An amendment, supplement or waiver becomes effective (notwithstanding that it may become operative at
a later date, whether upon the satisfaction of certain conditions or otherwise) in accordance with its terms and thereafter binds
every Holder.


 


Section 9.05.         Notation
on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter certified. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of a Written Order, certify new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation
or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06.         Trustee
to Sign Amendments, etc.


 


In executing any amended or supplemental indenture,
the Trustee shall receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon in addition
to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel stating that (i) the execution
of such amended or supplemental indenture is authorized or permitted by this Indenture, (ii) such amended or supplemental indenture
is the valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to customary exceptions,
and (iii) such amended or supplemental indenture complies with the provisions hereof (including Section 9.03); provided,
however, that such Opinion of Counsel need not address the matters set forth in clause (ii) above in connection with any
supplemental indenture executed and delivered to the Trustee the sole purpose of which is to add an additional Subsidiary Guarantor
pursuant to Section 4.17 hereof. The Trustee may, but shall not be obligated to, sign any amended or supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture.


 


ARTICLE 10.


 


SUBSIDIARY GUARANTEES


 


Section 10.01.        Subsidiary Guarantees.


 


Subject to this Article 10, each of the
Subsidiary Guarantors hereby unconditionally guarantees to each Holder of a Note certified and delivered by the Trustee and to
the Trustee and its successors and assigns that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly
paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same
shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay
the same


 




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immediately. Each Subsidiary Guarantor agrees that this
is a guarantee of payment and not a guarantee of collection.


 


Each Subsidiary Guarantor hereby agrees
that its obligations with regard to this Subsidiary Guarantee shall be joint and several, unconditional, irrespective of the validity
or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the
same, the recovery of any judgment against the Company or any other obligor with respect to this Indenture, the Notes or the Obligations
of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete
performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary
Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable
law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited
to: (a) any right to require any of the Trustee, the Holders or the Company (each a “Benefited Party”), as a
condition of payment or performance by such Subsidiary Guarantor, to (1) proceed against the Company, any other guarantor (including
any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or
exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to
any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or
(4) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity,
lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of
validity or the unenforceability of the Obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto
or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under
the Subsidiary Guarantees; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety
must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any
Benefited Party’s errors or omissions in the administration of the Obligations under the Subsidiary Guarantees, except behavior
which amounts to bad faith; (e)(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict
with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor’s obligations
hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the
enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement
that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f)
notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including
acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices
of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto,
and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under
applicable law, the benefits of any “One Action” rule; (h) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary
Guarantees and, (i) the benefit of division and discussion. Except to the extent expressly provided herein, including Sections
8.02, 8.03 and 10.05 hereof, each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged except
by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture.


 


If any Holder or the Trustee is required by any
court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 




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Each Subsidiary Guarantor agrees that
it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby
until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the
event of any declaration of acceleration of such obligations as provided in Section 6.02 hereof, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.
The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Subsidiary Guarantee.


 


Section 10.02.       Limitation on Subsidiary Guarantor
Liability.


 


Each Subsidiary Guarantor, and by its acceptance
of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or Canadian federal or provincial law to the extent
applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of such Subsidiary Guarantor under this Article 10 shall be limited to the maximum
amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor
that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Facility, and after
giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 10.03.       Evidence of Subsidiary Guarantee.


 


To evidence its Subsidiary
Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture shall be executed on behalf
of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor.


 


Each Person that is required to become
a Subsidiary Guarantor after the Issue Date pursuant to Section 4.17 of this Indenture shall execute and deliver to the Trustee
a supplemental indenture substantially in the form of Exhibit D hereto which subjects such Person to the provisions of this
Indenture as a guarantor of the Notes.


 


If an Officer whose
signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee certifies the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


 


The delivery of any
Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantors.


 




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Section 10.04.   Subsidiary
Guarantors May Consolidate, etc., on Certain Terms.


 


Except as otherwise provided in Section
10.05 hereof, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the
surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless:


 


(a)          subject
to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor
or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture
under this Indenture, the Subsidiary Guarantee; or


 


(b)          the
Subsidiary Guarantor complies with the requirements of Article 5 hereof.


 


In case of any such consolidation, merger,
sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee,
of the Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be
performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with
the same effect as if it had been named herein as a Subsidiary Guarantor. All the Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued
in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution
hereof.


 


Except as set forth in Articles 4 and 5
hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent
any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent
any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company
or another Subsidiary Guarantor.


 


Section 10.05.   Releases Following
Sale or Other Disposition of Assets.


 


In the event of a sale or other disposition
of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition
of all of the capital stock of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, in each case to a Person
that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then (1) such Subsidiary Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such
Subsidiary Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and (2) the corporation
acquiring the property (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all or substantially
all of the assets of such Subsidiary Guarantor) shall not be required to deliver a Subsidiary Guarantee. Upon delivery by the Company
to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was
made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof to the
extent applicable, if applicable (provided that such opinion shall not, to the extent Section 4.12 is applicable, address
the required application of Net Available Cash, if any), the Trustee shall execute any documents reasonably required in order to
evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.


 


Any Subsidiary Guarantor not released from
its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes
and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.


 




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ARTICLE 11.


 


SATISFACTION AND DISCHARGE


 


Section 11.01.   Satisfaction
and Discharge.


 


This Indenture will
be discharged and will cease to be of further effect, except as to surviving rights of registration of transfer or exchange of
the Notes, as to all Notes issued hereunder, when:


 


(a)           either:


 


(i)          all
Notes that have been previously certified (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for
whose payment money has previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid
to the Company or discharged from the trust) have been delivered to the Trustee for cancellation; or


 


(ii)          all
Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable or (B) will become
due and payable at their maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of a notice of redemption by the Trustee, and the Company has irrevocably deposited or caused to
be deposited with the Trustee solely for the benefit of the Holders, cash in Canadian dollars, Canadian Government Obligations,
or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire Debt on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any,
and interest on the Notes to the date of deposit, in the case of Notes that have become due and payable, or to the Stated Maturity
or redemption date, as the case may be (for the avoidance of doubt, in the case of a discharge that occurs in connection with a
redemption that is to occur on a redemption date, and the amount required to pay and discharge the entire Debt on the Notes with
certainty, the amount to be deposited shall be the amount that, as of the date of such deposit, is deemed sufficient to make such
payment and discharge on the redemption date, in the good faith determination of the Company as set forth in an Officers’
Certificate);


 


(b)           the
Company has paid or caused to be paid all other sums payable by it under this Indenture; and


 


(c)           the
Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent under
this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied.


 


Section 11.02.   Deposited
Cash and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 11.03 hereof, all cash
and Canadian Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the


 




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Company acting as Paying Agent) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest,
but such cash and securities need not be segregated from other funds except to the extent required by law.


 


Section 11.03.   Repayment to
Company.


 


Any cash or Canadian Government Obligations
deposited with the Trustee or any Paying Agent, or then held by the Company, for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged; and the Holder
shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in The Globe and Mail (national edition), notice that such cash and securities
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such cash and securities then remaining will be repaid to the Company.


 


ARTICLE 12.


 


MISCELLANEOUS


 


Section 12.01.   Trust Indenture
Legislation.


 


In this Article 12, the term “Applicable
Legislation” means the provisions, if any, of any statute of Canada or a province thereof, and of regulations under any such
statute, relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of bodies
corporate, issuing debt obligations under trust indentures, to the extent that such provisions are at the time in force and applicable
to this Indenture.


 


If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement
will prevail.


 


The Company, the Trustee and each Holder
agree that each will at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and
be entitled to the benefits of Applicable Legislation, as applicable.


 


Section 12.02.   Notices.


 


Any notice or communication by the Company
or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified,
return receipt requested), facsimile or overnight air courier guaranteeing next-day delivery, to the other’s address:


 




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If to the Company or a Subsidiary Guarantor:


 


Cascades Inc.


404 Marie-Victorin Blvd.


P.O. Box 30


Kingsey Falls, Québec


Canada J0A 1B0


Attention: Chief Financial Officer


Facsimile No.: (819) 363-5155


 


With a copy to:


 


Jones Day


222 East 41st Street


New York, New York 10017


Attention: J. Eric Maki, Esq.


Facsimile No.: (212) 755-7306


 


-and-


 


Dentons Canada LLP


1 Place Ville-Marie


39th
Floor


Montreal, Québec H3B 4M7


Attention: Charles R. Spector


Facsimile No.: (514) 866-2241


 


If to the Trustee:


 


Computershare Trust Company of Canada


1500 University Street, Suite 700


Montreal, Quebec H3A 3S8


Attention: General Manager, Corporate Trust Department


Facsimile No.: (514) 982 7677


 


The Company or the Trustee, by notice to
the other, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than
those sent to the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if via facsimile; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications
to the Trustee shall be deemed duly given and effective only upon receipt.


 


Any notice or communication to a Holder
shall be delivered to the facilities of CDS or mailed by first class mail, certified or registered, return receipt requested, or
by overnight air courier guaranteeing next-day delivery to its address shown on the Security Register. Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed
in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 




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If the Company mails a notice or communication
to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


Section 12.03.   Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee:


 


(a)          an
Officers’ Certificate (which shall include the statements set forth in Section
12.04 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with;
and


 


(b)          an
Opinion of Counsel (which shall include the statements set forth in Section 12.04 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.


 


Section 12.04.   Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall comply with the provisions of Applicable Legislation
and shall include:


 


(a)          a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(b)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)          a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)          a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


With respect to matters of fact, an Opinion
of Counsel may rely on an Officers’ Certificate or certificates of public officials.


 


Section 12.05.   Rules by Trustee
and Agents.


 


The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


 


Section 12.06.   No Personal
Liability of Directors, Officers, Employees and Stockholders.


 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations
of the Company or of the Subsidiary Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of


 




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Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.


 


Section 12.07.   Governing Law;
Waiver of Jury Trial.


 


This Indenture and the Notes will be construed
in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein and will be treated in
all respects as Quebec contracts.


 


Section 12.08.   No Adverse
Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 12.09.   Successors.


 


All covenants and agreements of the Company
in this Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee in this Indenture shall
bind its successors.


 


Section 12.10.   Severability.


 


In case any provision in this Indenture
or in the Notes 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.


 


Section 12.11.   Attorn to Jurisdiction.


 


The Company irrevocably attorn to the jurisdiction
of the courts of the Province of Québec. The Company waives any objection that it may have to the venue of any suit, action
or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the Province of Québec,
or that such suit, action or proceeding brought in the courts of the Province of Québec was brought in an inconvenient court
and agrees not to plead or claim the same.


 


Section 12.12.   Conversion
of Currency.


 


The Company covenants and agrees that the
following provisions shall apply to conversion of currency in the case of the Notes and this Indenture:


 


(a)          If,
for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert
into a currency (the “judgment currency”) an amount due in any other currency (the “Base Currency”),
then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is
given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).


 


(b)          If
there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or
an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of
the amount due, the Company will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary
so that the amount paid in the judgment currency when converted at the rate of 


 




    	-98-



    	 



    

 


exchange prevailing on the date of receipt will produce
the amount in the Base Currency originally due.


 


(c)          In
the event of the winding-up of the Company at any time while any amount or damages owing under the Notes and this Indenture, or
any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and
the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date
as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the case may be, due or contingently due under
the Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up and (2) the
final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b), the final date for the
filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance
with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may
be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.


 


(d)          The
obligations contained in Subsections (a)(ii) and (b) of this Section 12.12 shall constitute obligations of the Company separate
and independent from its other respective obligations under the Notes and this Indenture, shall give rise to separate and independent
causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee
or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing
of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under
Subsection (b) above) or under any such judgment or order. Any such
deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no
proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise any of them. In the case
of Subsection (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange
occurring between the said final date and the date of any liquidating distribution.


 


(e)          The
term “rate(s) of exchange” shall mean the noon buying rate for cable transfers as certified for customs purposes by
the Bank of Canada between the Base Currency and judgment currency other than the Base Currency referred to in Subsections (a)
and (b) above and includes any premiums and costs of exchange payable.


 


(f)          The
Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 12.12.


 


Section 12.13.   Currency Equivalent.


 


Except as provided in Section 12.12 hereof,
for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein
in the currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent
the amount in the currency of any other relevant nation (the “Other Currency”) which is required to purchase
such amount in the First Currency at the noon buying rate for cable transfers confirmed for customs purposes by the Bank of Canada
between the First Currency and Other Currency on the date of determination.


 


Section 12.14.   Counterpart
Originals.


 


The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 




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Section 12.15.   Table of Contents,
Headings, etc.


 


The Table of Contents, Cross Reference
Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 12.16.   Anti-Money
Laundering


 


The parties hereto acknowledge that the
Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as is
required to satisfy the requirements of applicable anti-money laundering, anti-terrorist and economic sanctions legislation, regulation
or guideline.


 


Section 12.17.   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.


 


[Signatures on following page]


 




    	-100-



    	 



    

 


Dated as of June 19, 2014


 


	 	COMPANY: 
	 	 
	 	CASCADES INC.


 


	 	By:  	/s/ Robert F. Hall
	 	 	Name: 	Robert F. Hall
	 	 	Title: 	Vice President, Legal Affairs and
	 	 	 	Corporate Secretary


 


	 	GUARANTORS:
	 	 
	 	7251637 CANADA INC.
	 	7678169 CANADA INC.
	 	CASCADES FINE PAPERS GROUP INC.
	 	CASCADES TRANSPORT INC.
	 	CASCADES TRANSPORT CABANO INC..


 


	 	By:	/s/ Jerome Nadeau
	 	 	Name: 	Jerome Nadeau
	 	 	Title:	Secretary


 


	 	CASCADES CANADA ULC
	 	CASCADES GIE INC.
	 	CASCADES PAPERBOARD INTERNATIONAL INC.
	 	CASCADES TENDERCO INC.
	 	KINGSEY FALLS INVESTMENTS INC.


 


	 	By: 	/s/ Robert F. Hall 
	 	 	Name: 	Robert F. Hall
	 	 	Title:	Secretary


 


	 	CASCADES MARITIME INC. (fka Cascades 
	 	South America Inc.).


 


	 	By: 	/s/ Lucie-Claude Lalonde
	 	 	Name: 	Lucie-Claude Lalonde
	 	 	Title:	Secretary


 









 




    	 



    	 



    

 


 


 


	 	CASCADES ENERGY ACTION INC.
	 	CASCADES ENVIROPAC HPM LLC
	 	CASCADES HOLDING US INC.
	 	CASCADES MOULDED PULP, INC.
	 	CASCADES PLASTICS INC.
	 	CASCADES SPG SALES INC.
	 	CASCADES TISSUE GROUP – ARIZONA INC.
	 	CASCADES TISSUE GROUP – IFC
	 	DISPOSABLES INC.
	 	CASCADES TISSUE LLC
	 	CASCADES TISSUE GROUP – NEW YORK INC.
	 	CASCADES TISSUE GROUP – SALES INC.
	 	CASCADES TISSUE GROUP – TENNESSEE INC.
	 	CASCADES USA INC.
	 	NORAMPAC EXPORT SALES CORP.
	 	NORAMPAC FINANCE US INC.
	 	NORAMPAC INDUSTRIES INC.
	 	NORAMPAC NEW ENGLAND INC.
	 	NORAMPAC NEW YORK CITY INC.
	 	NORAMPAC SCHENECTADY INC.


 


	 	By:	/s/ Sal Sciarrino
	 	 	Name: 	Sal Sciarrino
	 	 	Title: 	Vice President


 






 


 




    	 



    	 



    

  


 


	 	TRUSTEE:
	 	 
	 	COMPUTERSHARE TRUST COMPANY OF
	 	CANADA, as Trustee and not in its
    personal capacity


 


	 	By:	/s/ Sophie
    Brault
	 	 	Name: 	SOPHIE BRAULT
	 	 	Title: 	Corporate Trust Officer


 


	 	By:	/s/ Benjamin van de Werve
	 	 	Name: 	Benjamin van de Werve
	 	 	Title: 	Gestionnaire fiduciaire
	 	 	 	Corporate Trust Officer


 



 




    	 



    	 



    

 


EXHIBIT A


 


(Face of Note)


 


5.50% Senior Notes due 2021


 


CUSIP 144A: 146900AN5


ISIN 144A: CA146900AN56


CUSIP REG S: 146900AP0


ISIN REG S: CA146900AP05


 


	No. ___	$_____________




 


CASCADES INC.


 


promises to pay to ___________________ or registered assigns,
the principal sum of _________________ Canadian Dollars (C$______________) on July 15, 2021


 


Interest Payment Dates: January 15 and July 15, commencing
January 15, 2015.


 


Record Dates: January 1 and July 1


 


Dated: ________________


 




    	A-1



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be signed manually, by facsimile or by portable document format by its duly authorized officer.


 


	 	CASCADES INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one of the [Global] Notes referred


to in the within-mentioned
Indenture:


 


COMPUTERSHARE TRUST COMPANY OF CANADA,


as Trustee and not
in its personal capacity


 


	By:	 	 
	 	Authorized Signatory	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 


 


Dated : __________________


 




    	A-2



    	 



    

 


(Back of Note)


 


5.50% Senior Notes due 2021


 


[Insert the Global Note Legend, if applicable pursuant
to the terms of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant
to the terms of the Indenture]


 


[Insert the Canadian Resale Legend, if applicable pursuant
to the terms of the Indenture]


 


Capitalized terms used herein shall have
the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.          Interest.
Cascades Inc., a company organized under the Laws of the Province of Québec, Canada (the “Company”),
promises to pay interest on the principal amount of this Note at 5.50% per annum until maturity. The Company shall pay interest
semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there
is no existing Default in the payment of interest, and if this Note is certified between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be the first of January 15 or July 15 to occur after the date of issuance,
unless such January 15 or July 15 occurs within one calendar month of such date of issuance, in which case the first Interest Payment
Date shall be the second of January 15 or July 15 to occur after the date of issuance; such that if the date of issuance is June
19, 2014, the first interest payment will be on January 15, 2015 and will be a long coupon in an amount equal to $31.5684932 per
$1,000.00 principal amount of the Notes and thereafter, semi-annual interest payments will be in an amount equal to $27.50 per
$1,000 principal amount of the Notes. The Company shall pay interest on overdue principal and premium, if any, from time to time
at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest
on overdue installments of interest (without regard to any applicable grace periods) from time to time at the same rate to the
extent lawful. Interest shall be computed on the basis of 365 day year payable in equal semi-annual payments.


 


2.          Method
of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name
this Note (or one or more Predecessor Notes) is registered at the close of business on the January 1 or July 1 next preceding the
Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium,
if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided,
however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and
interest and premium, if any, on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or currency of Canada as at the time of payment is legal
tender for payment of public and private debts.


 


3.          Paying
Agent and Registrar. Initially, Computershare Trust Company of Canada, the Trustee under the Indenture, shall act
as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or
any of its Subsidiaries may act in any such capacity.


 




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4.          Indenture.
The Company issued the Notes under an Indenture dated as of June 19, 2014 (“Indenture”) among the Company,
the subsidiary guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes include those
stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement
of such terms. To the extent any provision of this Note conflicts with the provisions of the Indenture, as it may be amended or
supplemented, the provisions of the Indenture shall govern and be controlling.


 


5.          Optional
Redemption. 


 


(a)          The
Company may choose to redeem the Notes at any time. If it does so, it may redeem all or any portion of the Notes, at once or over
time, after giving the required notice under the Indenture. To redeem the Notes prior to July 15, 2017, the Company must pay a
redemption price equal to the greater of:


 


(i)        100%
of the principal amount of the Notes to be redeemed, and


 


(ii)         the
sum of the present values of (1) the redemption price of the Notes at July 15, 2017 (as set forth below) and (2) the remaining
scheduled payments of interest from the redemption date to July 15, 2017 but excluding accrued and unpaid interest to the redemption
date, discounted to the date of redemption on a semi-annual basis (assuming a 365-day year using the actual number of days in
the period), at the Government of Canada Rate (determined on the second business day immediately preceding the date of redemption)
plus 50 basis points,


 


plus, in either case, accrued and unpaid interest to the
redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant
interest payment date).


 


Any notice to Holders of Notes of such
a redemption will include the appropriate calculation of the redemption price, but need not include the redemption price itself.
The actual redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the
Trustee no later than two business days prior to the redemption date.


 


(b)          Beginning
on July 15, 2017, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice
under this Indenture, at the redemption prices set forth below, plus accrued and unpaid interest on the Notes redeemed to the applicable
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on July 15 of the years
set forth below, and are expressed as percentages of principal amount:


 


	Redemption Year	 	Price	 
	 	 	 	 
	2017	 	 	104.125	%
	2018	 	 	102.750	%
	2019	 	 	101.375	%
	2020 and thereafter	 	 	100.000	%



 


(c)          In
addition, at any time and from time to time, prior to July 15, 2017, the Company may redeem up to a maximum of 35% of the aggregate
principal amount of the Notes (including Additional Notes) with the proceeds of one or more Qualified Equity Issuances, at a redemption
price equal to 105.50% of the principal amount thereof, plus accrued and unpaid interest thereon, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided,
however, that after giving effect to


 




    	A-4



    	 



    

 


any such redemption, at least 65% of the aggregate principal
amount of the Notes (including Additional Notes) remains outstanding. Any such redemption shall be made within 180 days of such
Qualified Equity Issuance upon not less than 30 days’ nor more than 60 days’ prior notice.


 


(d)          The
Company may at any time redeem, in whole but not in part, the outstanding Notes (upon giving notice in accordance with the Indenture,
which notice shall be irrevocable) at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest
to the date of redemption, and all Additional Amounts (if any) then due and which will become due on the date of redemption as
a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of the Notes, the
Company has become or would become obligated to pay any Additional Amounts in respect of the Notes, and the Company cannot avoid
any such payment obligation by taking reasonable measures available to it, as a result of (i) any change in or amendment to the
laws (or regulations promulgated thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official
position regarding the application or interpretation of such laws or regulations, which change or amendment is announced and is
effective on or after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after
the Issue Date, such later date).


 


(e)          Any
prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.


 


(f)          Notwithstanding
the foregoing, the Company may elect to effect any optional redemption directly or through a Restricted Subsidiary.


 


6.          Mandatory
Redemption. Except as set forth in Sections 4.12 and 4.16 of the Indenture, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.


 


7.          Repurchase
at Option of Holder. 


 


(a)        Upon
the occurrence of a Change of Control, the Company shall offer to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of the Notes (a “Change of Control Offer”) at a purchase price in cash equal to
101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the
purchase date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the Change of
Control Payment Date). Each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or
an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to such offer.


 


(b)          Any
Net Available Cash from Asset Sales that is not applied as provided in Section 4.12(b) of the Indenture will constitute Excess
Proceeds (“Excess Proceeds”). When the aggregate amount of Excess Proceeds exceeds $150.0 million (not taking
into account income earned on such Excess Proceeds, if any), the Company shall commence an offer to all Holders by applying the
Allocable Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Net Available Cash at an offer
price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing
of such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including
Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Net Available Cash, the Company (or such Restricted
Subsidiary) may use such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Net Available Cash, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of


 




    	A-5



    	 



    

 


Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.


 


8.          Notice
of Redemption. Notice of redemption shall be mailed or delivered at least 30 days but not more than 60 days before
the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder
are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.


 


9.          Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed
hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion
of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15
days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment
Date.


 


10.         Persons
Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.


 


11.         Amendment,
Supplement and Waiver. Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture
or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional
Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange
offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except
a continuing Default or Event of Default in the payment of principal, premium, if any, interest on the Notes) or compliance with
any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended
without the consent of each affected Holder (whether in the aggregate holding a majority principal amount of Notes or not) may
be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional
Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender
offer or exchange offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement
the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a Surviving
Person of the obligations of the Company under the Indenture, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to add additional Subsidiary Guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary
Guarantees pursuant to the Indenture, to make any change that would provide any additional rights or benefits to the Holders of
Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with
any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or other applicable
trust indenture legislation, to provide for the issuance of Additional Notes or to conform the text of the Indenture or this Note
to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision
is intended to be a substantially verbatim recitation of a provision in the Indenture or this Note.


 




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12.         Defaults
and Remedies. Each of the following is an Event of Default under the Indenture: (i) failure to make the payment
of any interest (including Additional Amounts) on the Notes when the same becomes due and payable, and such failure continues for
a period of 30 days; (ii) failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same
becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;
(iii) failure to comply with the provisions of Section 5.01 of the Indenture and such failure continues for a period of 30 days;
(iv) failure to make a Change of Control Offer pursuant to Section 4.16 of the Indenture; (v) failure to make an Asset Sale Offer
pursuant to Section 4.12 of the Indenture and such failure continues for 30 days after written notice is given to the Company as
provided below; (vi) failure to comply with the provisions of Section 4.03 of the Indenture and such failure continues for a period
of 120 days after written notice is given to the Company as provided below; (vii) failure to comply with any other covenant or
agreement in the Notes or in the Indenture (other than a failure that is the subject of the foregoing clause (i), (ii), (iii),
(iv), (v), (vi) or (vii)) and such failure continues for 60 days after written notice is given to the Company as provided below;
(viii) a default under any Debt for money borrowed by the Company or any Restricted Subsidiary that results in acceleration of
the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $75.0 million or its
foreign currency equivalent at the time and such acceleration has not been rescinded or annulled within ten Business Days after
the date of such acceleration; (ix) any judgment or judgments for the payment of money in an aggregate amount in excess of $75.0
million (or its foreign currency equivalent at the time) that shall be rendered against the Company or any Restricted Subsidiary
and that shall not be waived, satisfied (net of any amounts that are reduced by insurance or bonded) or discharged for any period
of 60 consecutive days during which a stay of enforcement shall not be in effect; (x) certain events of bankruptcy, insolvency
or reorganization affecting the Company or any of its Significant Subsidiaries described in Section 6.01(a)(x) and 6.01(a)(xi)
of the Indenture; and (xi) any Subsidiary Guarantee of one or more Subsidiary Guarantors, which by themselves or taken together
would constitute a Significant Subsidiary, ceases to be in full force and effect (other than in accordance with the terms of such
Subsidiary Guarantee or the Indenture) or any Subsidiary Guarantor of one or more Subsidiary Guarantors, which by themselves or
taken together would constitute a Significant Subsidiary, denies or disaffirms its obligations under its Subsidiary Guarantee.


 


If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal
of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding
Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or the principal of,
the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and
subject to the proviso contained in Section 4.04(c) of the Indenture the Company is required upon becoming aware of any Default
or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 


13.         Trustee
Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal


 




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with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee.


 


14.         No
Recourse Against Others. No past, present or future director, officer, employee, incorporator
or stockholder of the Company or of any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Indenture, the Notes, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.


 


15.         Certification.
This Note shall not be valid until certified by the manual signature of the Trustee or an authenticating agent.


 


16.         Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


17.         CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company shall furnish to any Holder
upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Cascades Inc.


404 Marie-Victorin Blvd.


P.O. Box 30


Kingsey Falls, Québec


Canada J0A 1B0


Attention: Chief Financial Officer


 


18.         Governing
Law. Note will be construed in accordance with the laws of the Province of Quebec and the federal laws of Canada
applicable therein and will be treated in all respects as a Quebec contract.


 


19.         Language.
The parties hereto have required that this Note 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.


 




    	A-8



    	 



    

  


Option of Holder to Elect Purchase


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.12 or 4.16 of the Indenture, check the box below:


 


		 ̈	Section 4.12 



 


		 ̈	Section 4.16 



 


If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.12 or Section 4.16 of the Indenture, state the amount you elect to have purchased: $__________________.


 


	Date: _____________________	Your Signature:	 
	 	(Sign exactly as your name appears on the Note)



 


	 	Tax Identification No.:	 
	 	 
	 	SIGNATURE GUARANTEE:
	 	 
	 	 
	 	 
	 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 







    	A-9



    	 



    





 


Assignment Form


 


	To assign this Note, fill in the form below:
	 
	(I) or (we) assign and transfer this Note to
	 
	(Insert assignee’s social insurance or other tax I.D. no.)
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint __________________________________________________________as
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 





 



 


Date: _____________________


 


	 	Your Signature:	 
	 	(Sign exactly as your name appears on the Note)
	 	 	 
	 	Signature Guarantee:	 


 




    	A-10



    	 



    

 


 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE


 


The following exchanges of a part of
this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note
or Definitive Note for an interest in this Global Note, have been made:


 


	 	 	 	 	 	 	Principal
    Amount	 	Signature
    of
	 	 	Amount of	 	Amount of	 	of this Global
    Note	 	authorized
	 	 	decrease in	 	increase in	 	following such	 	signatory of
	 	 	Principal Amount	 	Principal Amount	 	decrease (or	 	Trustee or Note
	Date
    of Exchange	 	of
    this Global Note	 	of
    this Global Note	 	increase)	 	Custodian


 




    	A-11



    	 



    

 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Cascades Inc.


404 Marie-Victorin Blvd.


P.O. Box 30


Kingsey Falls, Québec


Canada J0A 1B0


Attention: Chief Financial Officer


 


Computershare Trust Company of Canada


1500 University Street, Suite 700


Montreal, Quebec H3A 3S8


Attention: General Manager, Corporate Trust Department


Facsimile No.: (514) 982 7635


 


Re:   5.50%
Senior Notes due 2021


 


Reference is hereby made to the Indenture,
dated as of June 19, 2014 (the “Indenture”), among Cascades Inc., as issuer (the “Company”),
the Guarantors party thereto and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


___________________, (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.           ̈         Check
if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor
hereby further certifies that the beneficial interest in the Global Note or Definitive Note is being transferred to a Person that
the Transferor reasonably believed and believes is purchasing the beneficial interest in the Global Note or Definitive Note for
its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person
and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the
United States and applicable securities laws of any other applicable jurisdiction. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest in the Global Note or Definitive Note will be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.


 


2.           ̈         Check
if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the


 




    	B-1



    	 



    

 


Transferor hereby further certifies that (i) the Transfer
is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside
the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer
in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution
Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an
initial purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.


 


3.           ̈         Check
and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable
to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act and any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable
jurisdiction, and accordingly the Transferor hereby further certifies that (check one):


 


(a)
          ̈         such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)           ̈         such
Transfer is being effected to the Company or a subsidiary thereof; 


 


or


 


(c)           ̈         such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act.


 


4.           ̈         Check
if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)           ̈         Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(b)           ̈         Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in


 




    	B-2



    	 



    

 


compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable
jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)           ̈         Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State
of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Company.





 


	 	 
	 	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ______________________


 




    	B-3



    	 



    

 


 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.          The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)         ̈          a
beneficial interest in the: 


 


(i)         ̈          144A
Global Note (CUSIP _________), or 


 


(ii)        ̈          Regulation
S Global Note (CUSIP _________); or 


 


(b)        ̈           a
Restricted Definitive Note. 


 


2.          After
the Transfer the Transferee will hold:


 


[CHECK ONE OF (a) OR (b) OR (c)]


 


(a)         ̈          a
beneficial interest in the: 


 


(i)         ̈          144A
Global Note (CUSIP _________), or 


 


(ii)        ̈          Regulation
S Global Note (CUSIP _________), or 


 


(iii)       ̈          Unrestricted
Global Note (CUSIP _________); or 


 


(b)        ̈          a
Restricted Definitive Note; or 


 


(c)         ̈         an
Unrestricted Definitive Note, 


 


in accordance with the terms of the Indenture.


 




    	B-4



    	 



    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Cascades Inc.


404 Marie-Victorin Blvd.


P.O. Box 30


Kingsey Falls, Québec


Canada J0A 1B0


Attention: Chief Financial Officer


 


Computershare Trust Company of Canada


1500 University Street, Suite 700


Montreal, Quebec H3A 3S8


Attention: General Manager, Corporate Trust Department


Facsimile No.: (514) 982 7635


 


Re:   5.50%
Senior Notes due 2021


 


Reference is hereby made to the Indenture,
dated as of June 19, 2014 (the “Indenture”), among Cascades Inc., as issuer (the “Company”),
the Guarantors party thereto and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


__________________________, (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.          Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


(a)           ̈    Check
if Exchange is from beneficial interest in a Restricted Global Note
to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to
and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


(b)           ̈    Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain


 




    	 



    	 



    

 


 


compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)           ̈    Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)           ̈    Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.


 


2.          Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 


(a)           ̈    Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.


 


(b)           ̈    Check
if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation
S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 




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This certificate and the statements
contained herein are made for your benefit and the benefit of the Company.


 


	 	 
	 	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ______________________


 







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EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL
SUBSIDIARY GUARANTORS


 


SUPPLEMENTAL
INDENTURE, (this “Supplemental Indenture”) dated as of [__________], 20[ ], among [l]
(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.


 


W I T N E S S ET H:


 


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 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 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 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 Supplemental Indenture refer to this 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 a 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


 




    	D-1



    	 



    

 


 


Article 10 of the Indenture on a senior basis and this 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 Supplemental Indenture or the Indenture
or any provision herein or therein contained.


 


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


 




    	D-2



    	 



    

 


 


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


 




    	D-3



    	 



    

 


 


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


 


	 	CASCADES INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[GUARANTEEING SUBSIDIARY],
	 	as the Guaranteeing Subsidiary
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY OF
	 	CANADA, as Trustee and not in its personal capacity
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	D-4