**Exhibit 4.12**

 

ELEVENTH SUPPLEMENTAL INDENTURE

 

dated as of August 17, 2007

 

to the

 

INDENTURE

 

dated as of February 5, 2003

 

among

 

CASCADES INC.,

 

as the Company,

 

THE SUBSIDIARY GUARANTORS named therein, and

 

THE BANK OF NEW YORK,

 

as Trustee,

 

as amended

 

----

 

ELEVENTH SUPPLEMENTAL INDENTURE (this “*Eleventh Supplemental Indenture*”), dated as of August 17,2007, among CASCADES INC. (the “*Company*”),CASCADES ENVIROPAC HPM LLC, 6806813 CANADA INC., 6806805 CANADA INC. and6806783 CANADA INC. (the “*New Subsidiary Guarantors*”),the existing SUBSIDIARY GUARANTORS under the Indenture referred to below (the “*Existing Subsidiary Guarantors*”), and THE BANK OF NEW YORK,a New York banking corporation, as trustee under the Indenture referred tobelow (the “*Trustee*”).

 

W I T N ES S E T H :

 

WHEREAS, the Company has heretofore executedand delivered to the Trustee an indenture, dated as of February 5, 2003,as amended by the First Supplemental Indenture, dated as of May 20, 2003,the Second Supplemental Indenture, dated as of December 30, 2003, theThird Supplemental Indenture, dated as of March 16, 2004, the FourthSupplemental Indenture, dated as of July 8, 2004, the Fifth SupplementalIndenture, dated as of August 26, 2004, the Sixth Supplemental Indenture,dated as of November 30, 2004, the Seventh Supplemental Indenture, datedas of April 27, 2006, the Eighth Supplemental Indenture, dated as of September 20,2006, the Ninth Supplemental Indenture, dated as of November 8, 2006 andthe Tenth Supplemental Indenture, dated as of December 28, 2006 (as soamended, the “*Indenture*”), providing for theissuance of the Company’s 71⁄4% Senior Notes due 2013 (the “*Notes*”);

 

WHEREAS, the Company has issued andoutstanding $675,000,000 of Notes under the Indenture;

 

WHEREAS, Section 4.19(a) of theIndenture provides that the Company shall cause each person that becomes itsCanadian or U.S. Restricted Subsidiary to execute and deliver to the Trustee aSubsidiary Guarantee at the time such person becomes a Canadian or U.S.Restricted Subsidiary;

 

WHEREAS, each of the New SubsidiaryGuarantors are Canadian or U.S. Restricted Subsidiaries of the Company;

 

WHEREAS, Section 9.01 of the Indentureprovides that the Company and the Trustee may amend or supplement the Indenturewithout the consent of any holder of a Note to add additional SubsidiaryGuarantees with respect to the Notes as provided or permitted under theIndenture; and

 

WHEREAS, pursuant to Sections 4.19(a), 9.01,9.06 and 10.03 of the Indenture, the Trustee, the Company, the ExistingSubsidiary Guarantors and the New Subsidiary Guarantors are authorized toexecute and deliver this Supplemental Indenture;

 

NOW THEREFORE, in consideration of theforegoing and for other good and valuable consideration, the receipt of whichis hereby acknowledged, the Company, the Existing Subsidiary Guarantors, theNew Subsidiary Guarantors, and the Trustee mutually covenant and agree for theequal and ratable benefit of the Holders of the Notes as follows:

 

2

----

#  

# 1.             Definitions. (a) Capitalizedterms used herein without definition shall have the meanings assigned to themin the Indenture.

#  

### (b) Forall purposes of this Eleventh Supplemental Indenture, except as otherwiseherein expressly provided or unless the context otherwise requires:  (i) the terms and expressions usedherein shall have the same meanings as corresponding terms and expressions usedin the Indenture; and (ii) the words “herein,” “hereof” and “hereby” andother words of similar import used in this Eleventh Supplemental Indenturerefer to this Eleventh Supplemental Indenture as a whole and not to anyparticular section hereof.

###  

# 2.             Agreement to Guarantee.  The New Subsidiary Guarantors hereby agree,jointly and severally with all other Subsidiary Guarantors, to guarantee theCompany’s obligations under the Notes on the terms and subject to theconditions set forth in Article 10 of the Indenture and to be bound by allother applicable provisions of the Indenture. From and after the date hereof, the New Subsidiary Guarantors shall beSubsidiary Guarantors for all purposes under the Indenture and the Notes.

#  

# 3.             Ratification of Indenture;Eleventh Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, theIndenture is, in all respects, ratified and confirmed and all the terms,conditions and provisions thereof shall remain in full force and effect.  This Eleventh Supplemental Indenture shallform a part of the Indenture for all purposes, and every Holder of Notesheretofore or hereafter authenticated and delivered shall be bound hereby.

#  

# 4.             Miscellaneous.

#  

## 4.1           Governing Law.  THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TOTHE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BEREQUIRED THEREBY.

##  

## 4.2           Trustee Makes No Representation.  The Trustee makes no representation as to thevalidity or sufficiency of this Eleventh Supplemental Indenture, or for or inrespect of the recitals contained herein.

##  

## 4.3           Counterparts.  The parties may sign any number of copies ofthis Eleventh Supplemental Indenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement.

##  

## 4.4           Effect of Headings.  The Article and Section headingsherein are for convenience only and shall not affect the construction thereof.

##  

## 4.5           Conflict with TIA.  If any provision of this EleventhSupplemental Indenture limits, qualifies or conflicts with any provision of theTIA, that is required under the TIA to be part of and govern any provision ofthis Eleventh Supplemental Indenture, the provision of the TIA shallcontrol.  If any provision of thisEleventh Supplemental Indenture modifies or excludes any provision of the TIAthat may be so modified or excluded, the 

 

3

----

##  

## provisions of the TIA shall be deemed toapply to the Indenture as so modified or to be excluded by this EleventhSupplemental Indenture, as the case may be.

##  

## 4.6           Severability.  In case any provision of this EleventhSupplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

##  

## 4.7           No Third Party Beneficiaries.  Nothing in this Eleventh SupplementalIndenture, the Indenture, or the Notes, express or implied, shall give to anyPerson, other than the parties hereto and thereto and their successorshereunder and thereunder, and the Holders of the Notes, any benefit of anylegal or equitable right, remedy or claim under the Indenture, this EleventhSupplemental Indenture or the Notes.

##  

## [*remainder of page left intentionally blank*]

 

4

----

##  

## IN WITNESS WHEREOF, the partieshereto have caused this Eleventh Supplemental Indenture to be duly executed asof the date first 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:  |
|   |                        |
|   | CASCADES  ENVIROPAC HPM LLC |
|   | 6806813 CANADA INC.         |
|   | 6806805 CANADA INC.         |
|   | 6806783 CANADA INC.         |
|   |                        |
|   |                        |
|   | By:                         |   | /s/   Robert F. Hall |
|   |                        | Name: | Robert F. Hall |
|   |                        | Title: | Assistant Secretary |

 

5

----

 
|   | Existing Subsidiary Guarantors:              |
|--------|----------------------------------------------|
|   |                                         |
|   | CASCADES BOXBOARD GROUP INC.                 |
|   | CASCADES CANADA INC.                         |
|   | CASCADES DIAMOND, INC.                       |
|   | CASCADES FINE PAPERS GROUP INC.              |
|   | CASCADES FINE PAPERS GROUP THUNDER BAY INC.  |
|   | CASCADES NOVA SCOTIA COMPANY                 |
|   | CASCADES  TRANSPORT INC.                     |
|   | CONFERENCE CUP LTD.                          |
|   | DOPACO, INC.                                 |
|   | DOPACO CANADA, INC.                          |
|   | GARVEN INCORPORATED                          |
|   | KINGSEY FALLS INVESTMENTS INC.               |
|   | RABOTAGE LEMAY INC.                     |
|   | SCIERIE LEMAY INC.                      |
|   | CASCADES TISSUE GROUP – PICKERING INC.  |
|   | 3815285 CANADA INC.                          |
|   | 3815315 CANADA INC.                          |
|   | 6265642 CANADA INC.                          |
|   |                                         |
|   |                                         |
|   | By:                                          |   | /s/   Robert F. Hall |
|   |                                         | Name: | Robert F. Hall |
|   |                                         | Title: | Secretary or Assistant Secretary |
|   |                                         |
|   |                                         |
|   | CASCADES AUBURN FIBER INC.                   |
|   | CASCADES DELAWARE LLC                        |
|   | CASCADES FINE PAPERS GROUP (SALES) INC.      |
|   | CASCADES FINE PAPERS GROUP (USA) INC.        |
|   | CASCADES MOULDED PULP, INC.                  |
|   | CASCADES PLASTICS INC.                       |
|   | CASCADES TISSUE GROUP - ARIZONA INC.         |
|   | CASCADES TISSUE GROUP - IFC DISPOSABLES INC. |
|   | CASCADES TISSUE GROUP - NEW YORK INC.        |
|   | CASCADES TISSUE GROUP - NORTH CAROLINA INC.  |
|   | CASCADES TISSUE GROUP - OREGON INC.          |
|   | CASCADES TISSUE GROUP - PENNSYLVANIA INC.    |
|   | CASCADES TISSUE GROUP - SALES INC.           |
|   | CASCADES TISSUE GROUP - TENNESSEE INC.       |
|   | CASCADES TISSUE GROUP - WISCONSIN INC.       |
|   | CASCADES TISSUE GROUP - MARYLAND LLC         |
|   | CASCADES USA INC.                            |
|   | W.H. SMITH PAPER CORPORATION                 |
|        |                                              |  |  |  |

 

6

----

 
|   | CASCADES ENERGY INITIATIVE INC.                |
|--------|------------------------------------------------|
|   | CASCADES BOXBOARD U.S., INC.                   |
|   | CASCADES BOXBOARD GROUP – CONNECTICUT LLC |
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/   Nathalie Théberge |
|   |                                           | Name: | Nathalie Théberge |
|   |                                           | Title: | Assistant Secretary |
|   |                                           |
|   |                                           |
|   | DOPACO LIMITED PARTNERSHIP                     |
|   |                                           |
|   | By:                                            | Dopaco Pacific LLC |
|   |                                           | Its General Partner |
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/   Nathalie Théberge |
|   |                                           | Name: | Nathalie Théberge |
|   |                                           | Title: | Secretary |
|   |                                           |
|   |                                           |
|   | DOPACO PACIFIC LLC                             |
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/   Nathalie Théberge |
|   |                                           | Name: |  Nathalie Théberge |
|   |                                           | Title: | Title: Secretary |
|   |                                           |
|   |                                           |
|   | NORAMPAC NOVA SCOTIA COMPANY                   |
|   | NORAMPAC DELAWARE LLC                          |
|   | NORAMPAC  THOMPSON INC.                        |
|   | NORAMPAC FINANCE US INC.                       |
|   | NORAMPAC HOLDING US INC.                       |
|   | NORAMPAC LEOMINSTER INC.                       |
|   | NORAMPAC NEW YORK CITY INC.                    |
|   | NORAMPAC SCHENECTADY INC.                      |
|   | NORAMPAC INDUSTRIES INC.                       |
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/   Lucie-Claude Lalonde |
|   |                                           | Name: | Lucie-Claude Lalonde |
|   |                                           | Title: | Secretary, Assistant Secretary or Assistant Clerk |
|        |                                                |  |  |  |  |  |  |  |  |

 

7

----