Seventh Supplemental Indenture, dated as of September 2, 2011



 Exhibit 4.21.1 
 EXECUTION VERSION 
 SEVENTH SUPPLEMENTAL INDENTURE 

dated as of September 2, 2011 
 to the 
 INDENTURE 

dated as of May 28, 2003 
 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 







 SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”),
dated as of September 2, 2011, among CASCADES INC. (the “Company”) and 7678169 Canada Inc., Cascades GIE Inc. and Cascades Energy Action 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, Norampac Inc., a Canadian corporation, as predecessor issuer, heretofore
executed and delivered to the Trustee an indenture, dated as of May 28, 2003 (as so amended as of the date hereof, the “Indenture”), providing for the issuance of the Company’s 6 3/4% Senior Notes due 2013 (the “Notes”);

 WHEREAS, the Company has issued and outstanding $250,000,000 of Notes under the Indenture; 

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; 
 WHEREAS, the Company is supplementing the Indenture to add the New Subsidiary Guarantors, which pursuant to Section 9.01(f) of the Indenture provides additional rights or benefits to the Holders; and

 WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the Trustee, the Company and the New Subsidiary Guarantors are
authorized to execute and deliver this Seventh 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 Seventh 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 Seventh Supplemental Indenture refer to this Seventh Supplemental Indenture as a whole and not to any particular section hereof. 

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. 

  
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 3. Ratification of Indenture; Seventh 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 Seventh 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 SEVENTH 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 Seventh 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 Seventh 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 Seventh 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 Seventh Supplemental Indenture, the provision of the TIA shall control. If any provision of this Seventh 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 Seventh Supplemental Indenture, as the case may be. 

4.6 Severability. In case any provision of this Seventh 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. 
 4.7
No Third Party Beneficiaries. Nothing in this Seventh 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 Seventh Supplemental Indenture or the Notes. 

  
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 As of the date hereof, Annex A to this Seventh Supplemental Indenture lists the
current Subsidiary Guarantors. 
 [remainder of page left intentionally blank] 

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

 

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


  

			
	New Subsidiary Guarantors:
	
	7678169 CANADA INC.
		
	By:	 	/s/ Robert F. Hall
		 	Name: Robert F. Hall
		 	Title: Assistant Secretary


  

			
	CASCADES GIE INC.
		
	By:	 	/s/ Robert F. Hall
		 	Name: Robert F. Hall
		 	Title: Secretary


  

			
	CASCADES ENERGY ACTION INC.
		
	By:	 	/s/ Louise Paul
		 	Name: Louise Paul
		 	Title: Assistant Secretary


 Seventh 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


 Seventh Supplemental Indenture 







 ANNEX A 

SUBSIDIARY GUARANTORS AS OF SEPTEMBER 2, 2011 
 7251637 CANADA INC. 
 7678169 CANADA INC. 
 CASCADES CANADA ULC (formerly known as CASCADES CANADA INC.) 
 CASCADES ENERGY ACTION INC.

 CASCADES ENVIROPAC HPM LLC 
 CASCADES
FINE PAPERS GROUP INC. 
 CASCADES GIE INC. 
 CASCADES HOLDING US INC. (formerly known as CASCADES AUBURN FIBER INC.) 
 CASCADES MOULDED PULP,
INC. 
 CASCADES PAPERBOARD INTERNATIONAL INC. 
 CASCADES PLASTICS INC. 
 CASCADES SPG SALES INC. 

CASCADES TENDERCO INC. 
 CASCADES TISSUE GROUP
– ARIZONA INC. 
 CASCADES TISSUE GROUP – IFC DISPOSABLES INC. 
 CASCADES TISSUE GROUP – NEW YORK INC. 
 CASCADES TISSUE GROUP – SALES INC. 

CASCADES TISSUE GROUP – TENNESSEE INC. 

CASCADES TISSUE LLC (formerly known as CASCADES TISSUE GROUP – MARYLAND LLC) 
 CASCADES TRANSPORT INC. 
 CASCADES USA INC. 

KINGSEY FALLS INVESTMENTS INC. 
 NORAMPAC EXPORT
SALES INC. 
 NORAMPAC FINANCE US INC. 

NORAMPAC INDUSTRIES INC. 
 NORAMPAC NEW ENGLAND
INC. 
 NORAMPAC NEW YORK CITY INC. 

NORAMPAC SCHENECTADY INC. 

Seventh Supplemental Indenture