Exhibit 4.10


 


FIRST SUPPLEMENTAL INDENTURE


 


dated as of March 16, 2015


 


to the


 


INDENTURE


 


dated as of June 19, 2014


 


among


 


CASCADES INC.,


 


as the Company,


 


THE SUBSIDIARY GUARANTORS named therein, and


 


COMPUTERSHARE TRUST COMPANY OF CANADA,


 


as Trustee








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first SUPPLEMENTAL
INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of March 16, 2015, among 401 47th Street Holding LLC and 4626 Royal Avenue Holding
LLC (the “Guaranteeing Subsidiaries”), 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 E T 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 Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to which the Guaranteeing
Subsidiaries 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 First 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 Subsidiaries, 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
1.1Defined Terms. As used in this First 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 First Supplemental Indenture refer to this First Supplemental Indenture as a whole
and not to any particular section hereof.


 


ARTICLE
II



AGREEMENT TO BE BOUND; GUARANTEE


 


Section
2.1Agreement to be Bound. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Subsidiary
Guarantors and as such will have all of the rights


 




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and be subject to all of the obligations and agreements
of a Subsidiary Guarantor under the Indenture.


 


Section
2.2Subsidiary Guarantee. The Guaranteeing Subsidiaries agree to fully, unconditionally and irrevocably Guarantee
to each Holder of the Notes and the Trustee the Obligations pursuant to Article 10 of the Indenture on a senior basis and this
First Supplemental Indenture shall constitute evidence of each Guaranteeing Subsidiary’s Subsidiary Guarantee.


 


ARTICLE
III



MISCELLANEOUS


 


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


 


Section
3.2Parties. 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
First Supplemental Indenture or the Indenture or any provision herein or therein contained.


 


Section
3.3Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the
laws of the Province of Quebec.


 


Section
3.4Severability. In case any provision in this First 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
3.5Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions
set forth in the Indenture. The Guaranteeing Subsidiaries acknowledge that they will receive direct and indirect benefits from
the financing arrangements contemplated by the Indenture and that the guarantee and waivers made by them pursuant to this Guarantee
are knowingly made in contemplation of such benefits.


 


Section
3.6Ratification of Indenture; First Supplemental Indenture Part of Indenture. Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This First 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
3.7The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this First
Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties
hereto.


 


Section
3.8Counterparts. The parties hereto may sign any number of copies of this First Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental
Indenture and


 




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of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used
in lieu of the original First 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
3.9Execution and Delivery. The Guaranteeing Subsidiaries agree that the Guarantee shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of any such Guarantee.


 


Section
3.10Headings. The headings of the Articles and the Sections in this First 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
3.11Language. The parties hereto have required that this Indenture and all documents and notices related hereto
and/or resulting herefrom be drawn up in English only. Les parties aux présentes ont exigé que la présente
convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés
en langue anglaise seulement.


 


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


 




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


 


	 	CASCADES INC.
	 	 	 	 
	 	By:	/s/ Robert F. Hall
	 	 	Name:	Robert F. Hall
	 	 	Title:	Vice President, Legal Affairs
	 	 	 	and Corporate Secretary
	 	 	 	 
	 	401 47TH STREET HOLDING LLC,
	 	as a Guaranteeing Subsidiary
	 	 	 	 
	 	By:	/s/ Louise Paul
	 	 	Name:	Louise Paul
	 	 	Title:	Assistant Secretary
	 	 	 	 
	 	4626 ROYAL AVENUE HOLDING LLC,
	 	as a Guaranteeing Subsidiary
	 	 	 	 
	 	By:	/s/ Louise Paul
	 	 	Name:	Louise Paul
	 	 	Title:	Assistant Secretary


 




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	 	COMPUTERSHARE TRUST COMPANY OF CANADA,
	 	as Trustee and not in its personal capacity
	 	 	 	 
	 	By:	/s/ Fabienne Pinatel
	 	 	Name:	Fabienne Pinatel
	 	 	Title:	Corporate Trust Officer
	 	 	 	 
	 	By:	/s/ Ekaterini Galouzis
	 	 	Name:	Ekaterini Galouzis
	 	 	Title:	Associate Trust Officer


 




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