**Exhibit4.13**

FIRST SUPPLEMENTALINDENTURE

dated as of July30, 2004

to the

INDENTURE

dated as of May28, 2003

among

NORAMPAC INC.,

as the Company,

THE SUBSIDIARYGUARANTORS named therein, and

THE BANK OF NOVASCOTIA TRUST COMPANY OF NEW YORK,

as Trustee,

as amended

 

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FIRST SUPPLEMENTALINDENTURE (this “*First Supplemental Indenture*”),dated as of July 30, 2004, among NORAMPAC INC. (the “*Company*”),NORAMPAC NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability company,NORAMPAC DELAWARE LLC, a Delaware limited liability company, and NORAMPACTHOMPSON INC., a Connecticut corporation (the “*NewSubsidiary Guarantors*”), the existing Subsidiary Guarantors underthe Indenture referred to below (the “*Existing SubsidiaryGuarantors*”), and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,a New York trust company, as trustee under the Indenture referred to below (the“*Trustee*”).

W I T N E S S E TH :

WHEREAS, the Company hasheretofore executed and delivered to the Trustee an indenture, dated as of May28, 2003, (the “*Indenture*”), providing for theissuance of the Company’s 63⁄4% Senior Notes due 2013 (the “*Notes*”);

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

WHEREAS, Section 4.19 ofthe Indenture provides that the Company shall cause each of its Canadian andU.S. Restricted Subsidiaries to execute and deliver to the Trustee SubsidiaryGuarantees;

WHEREAS, the NewSubsidiary Guarantors are each Canadian or U.S. Restricted Subsidiaries of theCompany;

WHEREAS, Section 9.01 ofthe Indenture provides that the Company and the Trustee may amend or supplementthe Indenture without the consent of any holder of a Note to add additionalSubsidiary Guarantees with respect to the Notes as provided or permitted underthe Indenture; and

WHEREAS, pursuant toSections 4.19, 9.01, 9.06 and 10.03 of the Indenture, the Trustee, the Company,the Existing Subsidiary Guarantors and the New Subsidiary Guarantors areauthorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Company, the ExistingSubsidiary Guarantors, the New Subsidiary Guarantors, and the Trustee mutuallycovenant and agree for the equal and ratable benefit of the Holders of theNotes as follows:

1.                                       Definitions.(a) Capitalized terms used herein without definition shall have the meaningsassigned to them in the Indenture.

(b)  For allpurposes of this First Supplemental Indenture, except as otherwise hereinexpressly provided or unless the context otherwise requires:  (i) the terms and expressions used hereinshall have the same meanings as corresponding terms and expressions used in theIndenture; and (ii) the words “herein,” “hereof” and “hereby” and other wordsof similar import used in this First Supplemental Indenture refer to this FirstSupplemental Indenture as a whole and not to any particular section hereof.

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2.                                       Agreementto Guarantee.  The New SubsidiaryGuarantors hereby agree, jointly and severally with all other SubsidiaryGuarantors, to guarantee the Company’s obligations under the Notes on the termsand subject to the conditions set forth in Article 10 of the Indenture and tobe bound by all other applicable provisions of the Indenture.  From and after the date hereof, each of theNew Subsidiary Guarantors shall be a Subsidiary Guarantor for all purposesunder the Indenture and the Notes.

3.                                       Ratificationof Indenture; First 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 First Supplemental Indenture shall forma part of the Indenture for all purposes, and every Holder of Notes heretoforeor hereafter authenticated and delivered shall be bound hereby.

4.                                       Miscellaneous.

4.1                                 GoverningLaw.  THIS FIRST SUPPLEMENTALINDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

4.2                                 TrusteeMakes No Representation.  The Trusteemakes no representation as to the validity or sufficiency of this FirstSupplemental Indenture, or for or in respect of the recitals contained herein.

4.3                                 Counterparts.  The parties may sign any number of copies ofthis First Supplemental Indenture.  Eachsigned copy shall be an original, but all of them together represent the sameagreement.

4.4                                 Effectof Headings.  The Article and Sectionheadings herein are for convenience only and shall not affect the constructionthereof.

4.5                                 Conflictwith TIA.  If any provision of thisFirst Supplemental Indenture limits, qualifies or conflicts with any provisionof the TIA, that is required under the TIA to be part of and govern anyprovision of this First Supplemental Indenture, the provision of the TIA shallcontrol.  If any provision of this First SupplementalIndenture modifies or excludes any provision of the TIA that may be so modifiedor excluded, the provisions of the TIA shall be deemed to apply to theIndenture as so modified or to be excluded by this First SupplementalIndenture, as the case may be.

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

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4.7                                 NoThird Party Beneficiaries.  Nothingin this First Supplemental Indenture, the Indenture, or the Notes, express orimplied, shall give to any Person, other than the parties hereto and theretoand their successors hereunder and thereunder, and the Holders of the Notes,any benefit of any legal or equitable right, remedy or claim under theIndenture, this First Supplemental Indenture or the Notes.

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IN WITNESS WHEREOF, theparties hereto have caused this First Supplemental Indenture to be dulyexecuted as of the date first above written.
|        | Company:      |
|--------|---------------|
|   |          |
|   | NORAMPAC INC. |
|   |          |
|   |          |   |
|   | By:           | /s/ Lucie-Claude Lalonde |
|   |          | Name: | Lucie-Claude Lalonde |
|   |          | Title: | Secretary |

 
|        | New Subsidiary Guarantors: |
|--------|----------------------------|
|   |                       |

 
|        | NORAMPAC NOVA SCOTIA COMPANY |
|--------|------------------------------|
|   |                         |
|   |                         |   |
|   | By:                          | /s/ Lucie-Claude Lalonde |
|   |                         | Name: | Lucie-Claude Lalonde |
|   |                         | Title: | Secretary |

 
|        | NORAMPAC DELAWARE LLC |
|--------|-----------------------|
|   |                  |
|   |                  |   |
|   | By:                   | /s/ Lucie-Claude Lalonde |
|   |                  | Name: | Lucie-Claude Lalonde |
|   |                  | Title: | Assistant Secretary |

 
|        | NORAMPAC THOMPSON INC. |
|--------|------------------------|
|   |                   |
|   |                   |   |
|   | By:                    | /s/ Lucie-Claude Lalonde |
|   |                   | Name: | Lucie-Claude Lalonde |
|   |                   | Title: | Assistant Secretary |

 

 
|  | Existing Subsidiary Guarantors: |
|--|---------------------------------|

 
|        | NORAMPAC FINANCE US INC.    |
|--------|-----------------------------|
|   | NORAMPAC HOLDING US INC.    |
|   | NORAMPAC LEOMINSTER INC.    |
|   | NORAMPAC NEW YORK CITY INC. |
|   | NORAMPAC SCHENECTADY INC.   |

 

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|        | 3815251 CANADA INC.             |
|--------|---------------------------------|
|   | 3815269 CANADA INC.             |
|   | NEWFOUNDLAND CONTAINERS LIMITED |
|   | NORAMPAC INDUSTRIES INC.        |
|   | NORAMPAC TEXAS GP INC.          |
|   | 1426835 ONTARIO INC.            |

 
|        | By:    | /s/ Lucie-Claude Lalonde |
|--------|--------|--------------------------|
|   |   | Name:                    | Lucie-Claude Lalonde |
|   |   | Title:                   | Secretary, Assistant Secretary or Assistant Clerk |

 
|        | NORAMPAC DALLAS-FORT WORTH L.P. |
|--------|---------------------------------|
|   | By:                             | NORAMPAC TEXAS GP INC., |
|   |                            | its General Partner |
|   |                            |   |
|   | By:                             | /s/ Lucie-Claude Lalonde |
|   |                            | Name: | Lucie-Claude Lalonde |
|   |                            | Title: | Assistant Secretary |
|        |                                 |  |  |  |  |

 

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

 

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