Second Supplement Indenture, dated as of November 18, 2011



 Exhibit 4.24.2 
 EXECUTION VERSION 
 SECOND SUPPLEMENTAL INDENTURE 

dated as of November 18, 2011 
 to the 
 INDENTURE 

dated as of December 23, 2009 
 among 
 CASCADES INC., 

as the Company, 

THE SUBSIDIARY GUARANTORS named therein, and 
 THE BANK OF NOVA SCOTIA TRUST 
 COMPANY OF NEW YORK, 

as Trustee, 
 as
amended 







 SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated
as of November 18, 2011, among CASCADES INC. (the “Company”) and Papersource Converting Mill Corp. and 7973900 Canada Inc. (collectively, the “New Subsidiary Guarantors”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF
NEW YORK, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H :

 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of
December 23, 2009 (the “Indenture”), providing for the issuance of the Company’s
7 7/8% Senior Notes due 2020 (the
“Notes”); 
 WHEREAS, the Company has issued and outstanding $250,000,000 of Notes under the Indenture;

 WHEREAS, Section 4.17 of the Indenture provides that the Company shall cause each person that becomes its Canadian or
U.S. Restricted Subsidiary to execute and deliver to the Trustee a Subsidiary Guarantee as soon as practicable after such time such person becomes a Canadian or U.S. Restricted Subsidiary; 

WHEREAS, each of the New Subsidiary Guarantors is a Canadian or U.S. Restricted Subsidiary of the Company; 

WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture without the
consent of any Holder of a Note to add additional Subsidiary Guarantees with respect to the Notes as provided or permitted under the Indenture; and 
 WHEREAS, pursuant to Sections 4.17, 9.01 and 9.06 of the Indenture, the Trustee, the Company and the New Subsidiary Guarantors are authorized to execute and deliver this Second Supplemental Indenture;

 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company, the New Subsidiary Guarantors, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 (b) For all purposes of this Second Supplemental Indenture, except as otherwise herein expressly provided or
unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and
“hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof. 

  
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 2. Agreement to Guarantee. The New Subsidiary Guarantors hereby agree, jointly and
severally with the existing Subsidiary Guarantors, to guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of
the Indenture. From and after the date hereof, the New Subsidiary Guarantors shall be Subsidiary Guarantors for all purposes under the Indenture and the Notes. 
 3. Ratification of Indenture; Second 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 Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. 
 4. Miscellaneous. 
 4.1 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 4.2
Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture, or for or in respect of the recitals contained herein. 

4.3 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 
 4.4 Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction thereof. 
 4.5 Conflict with TIA. If any
provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA, that is required under the TIA to be part of and govern any provision of this Second Supplemental Indenture, the provision of the TIA shall
control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded
by this Second Supplemental Indenture, as the case may be. 
 4.6 Severability. In case any provision of this Second
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. 

  
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 4.7 No Third Party Beneficiaries. Nothing in this Second Supplemental Indenture, the
Indenture, or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, and the Holders of the Notes, any benefit of any legal or equitable right, remedy or
claim under the Indenture, this Second Supplemental Indenture or the Notes. 
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 EXECUTION VERSION 
 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written. 

 

					
	Company:
	
	CASCADES INC.
		
	By:	 	/s/ Robert F. Hall
		 	 Name:
 Title:
	 	 Robert F. Hall
 Vice
President, Legal Affairs and Corporate Secretary

	
	New Subsidiary Guarantors:
	
	PAPERSOURCE CONVERTING MILL CORP.
		
	By:	 	/s/ Robert F. Hall
		 	 Name:
 Title:
	 	 Robert F. Hall

Assistant Secretary



  

					
	7973900 CANADA INC.
		
	By:	 	/s/ Robert F. Hall
		 	 Name:
 Title:
	 	 Robert F. Hall

Secretary



 Second Supplemental Indenture 







 
					
	Trustee:
	
	THE BANK OF NOVA SCOTIA TRUST        COMPANY OF NEW YORK
		
	By:	 	/s/ John F. Neylan
		 	Name:	 	John F. Neylan
		 	Title:	 	Trust Officer


 Second Supplemental Indenture