EXHIBIT 4.22
 EXECUTION COPY
   
 3 4




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TABLE OF CONTENTS
 PageARTICLE 1.DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Other Definitions
    
    
    30Section 1.03.
    
    Rules of Construction
    
    
    31ARTICLE 2.THE NOTESSection 2.01.
    
    Form and Dating
    
    
    32Section 2.02.
    
    Execution and Certification
    
    
    33Section 2.03.
    
    Registrar and Paying Agent
    
    
    34Section 2.04.
    
    Paying Agent to Hold Money in Trust
    
    
    34Section 2.05.
    
    Holder Lists
    
    
    35Section 2.06.
    
    Transfer and Exchange
    
    
    35Section 2.07.
    
    Replacement Notes
    
    
    44Section 2.08.
    
    Outstanding Notes
    
    
    45Section 2.09.
    
    Treasury Notes
    
    
    45Section 2.10.
    
    Temporary Notes
    
    
    46Section 2.11.
    
    Cancellation
    
    
    46Section 2.12.
    
    Payment of Interest; Defaulted Interest
    
    
    46Section 2.13.
    
    CUSIP or ISIN Numbers
    
    
    46Section 2.14.
    
    Issuance of Additional Notes
    
    
    47ARTICLE 3.REDEMPTION AND PREPAYMENTSection 3.01.
    
    Notices to Trustee
    
    
    47Section 3.02.
    
    Selection of Notes to Be Redeemed
    
    
    47Section 3.03.
    
    Notice of Redemption
    
    
    48Section 3.04.
    
    Effect of Notice of Redemption
    
    
    49Section 3.05.
    
    Deposit of Redemption Price
    
    
    49Section 3.06.
    
    Notes Redeemed in Part
    
    
    49Section 3.07.
    
    Optional Redemption
    
    
    49Section 3.08.
    
    Mandatory Redemption
    
    
    51Section 3.09.
    
    Offer To Purchase by Application of Excess Proceeds
    
    
    51
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PageARTICLE 4.COVENANTSSection 4.01.
    
    Payment of Notes
    
    
    52Section 4.02.
    
    Maintenance of Office or Agency
    
    
    53Section 4.03.
    
    Reports
    
    
    53Section 4.04.
    
    Compliance Certificate
    
    
    54Section 4.05.
    
    Taxes
    
    
    54Section 4.06.
    
    Stay, Extension and Usury Laws
    
    
    55Section 4.07.
    
    Corporate Existence
    
    
    55Section 4.08.
    
    Payments for Consent
    
    
    55Section 4.09.
    
    Limitation on Debt
    
    
    55Section 4.10.
    
    Limitation on Restricted Payments
    
    
    59Section 4.11.
    
    Limitation on Liens
    
    
    62Section 4.12.
    
    Limitation on Asset Sales
    
    
    62Section 4.13.
    
    Limitation on Restrictions on Distributions from Restricted Subsidiaries
    
    
    65Section 4.14.
    
    Limitation on Affiliate Transactions
    
    
    66Section 4.15.
    
    Designation of Restricted and Unrestricted Subsidiaries
    
    
    68Section 4.16.
    
    Repurchase at the Option of Holders Upon a Change of Control
    
    
    69Section 4.17.
    
    Future Subsidiary Guarantors
    
    
    71Section 4.18.
    
    Covenant Termination
    
    
    71Section 4.19.
    
    Additional Amounts
    
    
    72ARTICLE 5.SUCCESSORSSection 5.01.
    
    Merger, Consolidation and Sale of Assets
    
    
    74Section 5.02.
    
    Successor Corporation Substituted
    
    
    76ARTICLE 6.DEFAULTS AND REMEDIESSection 6.01.
    
    Events of Default
    
    
    76Section 6.02.
    
    Acceleration
    
    
    78Section 6.03.
    
    Other Remedies
    
    
    79Section 6.04.
    
    Waiver of Past Defaults
    
    
    79Section 6.05.
    
    Control by Majority
    
    
    80Section 6.06.
    
    Limitation on Suits
    
    
    80Section 6.07.
    
    Rights of Holders to Receive Payment
    
    
    80Section 6.08.
    
    Collection Suit by Trustee
    
    
    81Section 6.09.
    
    Trustee May File Proofs of Claim
    
    
    81Section 6.10.
    
    Priorities
    
    
    81Section 6.11.
    
    Undertaking for Costs
    
    
    82
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PageARTICLE 7.TRUSTEESection 7.01.
    
    Duties of Trustee
    
    
    82Section 7.02.
    
    Rights of Trustee
    
    
    83Section 7.03.
    
    Individual Rights of Trustee
    
    
    84Section 7.04.
    
    Trustees Disclaimer
    
    
    84Section 7.05.
    
    Notice of Defaults
    
    
    85Section 7.06.
    
    Compensation and Indemnity
    
    
    85Section 7.07.
    
    Replacement of Trustee
    
    
    86Section 7.08.
    
    Successor Trustee by Merger, etc.
    
    
    87Section 7.09.
    
    Eligibility; Disqualification
    
    
    87ARTICLE 8.LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01.
    
    Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    87Section 8.02.
    
    Legal Defeasance and Discharge
    
    
    87Section 8.03.
    
    Covenant Defeasance
    
    
    88Section 8.04.
    
    Conditions to Legal or Covenant Defeasance
    
    
    88Section 8.05.
    
    Deposited Cash and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
    
    90Section 8.06.
    
    Repayment to Company
    
    
    90Section 8.07.
    
    Reinstatement
    
    
    90ARTICLE 9.AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01.
    
    Without Consent of Holders of Notes
    
    
    91Section 9.02.
    
    With Consent of Holders of Notes
    
    
    92Section 9.03.
    
    Compliance with Trust Indenture Legislation
    
    
    93Section 9.04.
    
    Revocation and Effect of Consents
    
    
    93Section 9.05.
    
    Notation on or Exchange of Notes
    
    
    94Section 9.06.
    
    Trustee to Sign Amendments, etc.
    
    
    94ARTICLE 10.SUBSIDIARY GUARANTEESSection 10.01.
    
    Subsidiary Guarantees
    
    
    94Section 10.02.
    
    Limitation on Subsidiary Guarantor Liability
    
    
    96Section 10.03.
    
    Execution and Delivery of Subsidiary Guarantee
    
    
    96Section 10.04.
    
    Subsidiary Guarantors May Consolidate, etc., on Certain Terms
    
    
    97Section 10.05.
    
    Releases Following Sale or Other Disposition of Assets
    
    
    97
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PageARTICLE 11.SATISFACTION AND DISCHARGESection 11.01.
    
    Satisfaction and Discharge
    
    
    98Section 11.02.
    
    Deposited Cash and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
    
    98Section 11.03.
    
    Repayment to Company
    
    
    99ARTICLE 12.MISCELLANEOUSSection 12.01.
    
    Trust Indenture Legislation
    
    
    99Section 12.02.
    
    Notices
    
    
    99Section 12.03.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    101Section 12.04.
    
    Statements Required in Certificate or Opinion
    
    
    101Section 12.05.
    
    Rules by Trustee and Agents
    
    
    101Section 12.06.
    
    No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    102Section 12.07.
    
    Governing Law
    
    
    102Section 12.08.
    
    No Adverse Interpretation of Other Agreements
    
    
    102Section 12.09.
    
    Successors
    
    
    102Section 12.10.
    
    Severability
    
    
    102Section 12.11.
    
    Attorn to Jurisdiction
    
    
    102Section 12.12.
    
    Conversion of Currency
    
    
    102Section 12.13.
    
    Currency Equivalent
    
    
    103Section 12.14.
    
    Counterpart Originals
    
    
    104Section 12.15.
    
    Table of Contents, Headings, etc.
    
    
    104Section 12.16.
    
    Qualification of This Indenture
    
    
    104Section 12.17.
    
    Language
    
    
    104
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Companies Act Company Trustee
 3 4 Notes
 ARTICLE 1.
 DEFINITIONS AND INCORPORATION BY REFERENCE
 Definitions
  144A Global Note Exhibit A
 Additional Assets
    provided however
 Additional Notes
 Affiliate




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Agent
 Applicable Procedures
 Asset Sale
           -2-




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provided
    Attributable Debt
   Average Life
  -3-




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Bankruptcy Law Bankruptcy and Insolvency Act Companies Creditors Arrangement Act
 Board of Directors
 Board Resolution
 Business Day
 Canadian Government Obligations
 Canadian Resale Legend
 Capital Lease Obligations
 Capital Stock
 Capital Stock Sale Proceeds
 -4-




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Change of Control
 person group beneficial owner
     Clearstream
 Code
 Commission
 Commodity Price Protection Agreement
 -5-




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Consolidated Current Liabilities
   Consolidated Interest Coverage Ratio
   provided however
         -6-




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Consolidated Interest Expense
  provided, however
     -7-




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Consolidated Net Income provided, however
      -8-




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provided
     IFRS
  provided
  Consolidated Net Tangible Assets
 -9-




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Corporate Trust Office of the Trustee
 Credit Facility
   -10-




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Currency Exchange Protection Agreement
 Custodian
 Debt
          -11-




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Default
 Definitive Note Exhibit A
 Depositary
 Disqualified Stock
    -12-




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provided
  Disqualified Stock Dividends
 Distribution Compliance Period
 EBITDA
       minus
 -13-




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minus
   Euroclear
 Exchange Act
 Fair Market Value
   Foreign Subsidiary
 GAAP
 Government of Canada Rate
 -14-




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Global Note Legend
 Global Notes Exhibit A
 Guarantee
   provided however
    Guarantor
 Hedging Obligation
 Holder
 Income Tax Act
 Incur provided however provided further however
 -15-




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provided further however provided
 Indenture
 Independent Financial Advisor provided
 Indirect Participant
 Initial Notes
 Interest Payment Dates
 Interest Rate Agreement
 Investment provided however
    -16-




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Investment Grade Rating
 Investment Grade Status
 Issue Date
 Legal Holiday
 Lien
 Moodys
 Net Available Cash
     -17-




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Non-Recourse Debt
    Obligations
 Officer
 Officers Certificate
 Opinion of Counsel
 Participant
 Permitted Holders
 -18-




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Permitted Investment
  provided
 provided
  provided however
  provided
   -19-




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provided
     provided
  Permitted Joint Venture
 Permitted Liens
   provided
 -20-




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provided
      provided however provided further however
 provided however provided further however
 -21-




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provided however
    -22-




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Permitted Refinancing Debt
       provided however
   Person
 Predecessor Note provided
 Preferred Stock
 Preferred Stock Dividends
 -23-




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Private Placement Legend
 pro forma
 Property
 Purchase Money Debt
   provided however
 QIB
 Qualified Equity Offering
 Qualified Receivables Transaction
 -24-




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Rating Agencies
 Receivables
 Refinance
 Regular Record Date
 Regulation S
 Regulation S Global Note Exhibit A
 Related Business
 Repay
 Responsible Officer
 Restricted Definitive Note
 Restricted Global Notes
 -25-




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Restricted Payment
     Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 S&P
 Sale and Leaseback Transaction
 Securities Act
 -26-




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Senior Debt
          provided however
       -27-




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Senior Debt
 Significant Subsidiary
 Special Purpose Vehicle
 Stated Maturity
 Subordinated Obligations
 Subsidiary
    Subsidiary Guarantee Exhibit D
 Subsidiary Guarantor
 Surviving Person
 -28-




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Temporary Cash Investments
       provided
   -29-




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TIA
 Trustee
 Unrestricted Definitive Notes
 Unrestricted Global Notes
 Unrestricted Subsidiary
   Voting Stock
 Wholly Owned Restricted Subsidiary
 Wholly Owned Subsidiary Guarantor
 Other Definitions
 Defined inTerm
    
    SectionAcceleration Notice
    
    
    6.02Additional Amounts
    
    
    4.19Affiliate Transaction
    
    
    4.14Allocable Excess Proceeds
    
    
    4.12Asset Sale Offer
    
    
    3.09Base Currency
    
    
    12.12Benefited Party
    
    
    10.01CDS
    
    
    2.03Change of Control Offer
    
    
    4.16Change of Control Payment Date
    
    
    4.16Change of Control Purchase Price
    
    
    4.16
 -30-




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Defined inTerm
    
    SectionCompany
    
    PreambleCovenant Defeasance
    
    
    8.03defeasance trust
    
    
    8.04Event of Default
    
    
    6.01Excess Proceeds
    
    
    4.12Excluded Holder
    
    
    4.19First Currency
    
    
    12.13judgment currency
    
    
    12.12Legal Defeasance
    
    
    8.02losses
    
    
    7.06Notes
    
    PreambleOffer Amount
    
    
    3.09Offer Period
    
    
    3.09Other Currency
    
    
    12.13Paying Agent
    
    
    2.03Permitted Debt
    
    
    4.09Purchase Date
    
    
    3.09rate(s) of exchange
    
    
    12.12Registrar
    
    
    2.03Security Register
    
    
    4.16Taxes
    
    
    4.19Tax Jurisdiction
    
    
    4.19Written Order
    
    
    2.02
 Rules of Construction
         -31-




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ARTICLE 2.
 THE NOTES
 Form and Dating
 General Exhibit A Exhibit A
 Form of Notes Exhibit A Exhibit A
 Book-Entry Provisions
 -32-




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Euroclear and Clearstream Procedures Applicable
 Certificated Securities
      Execution and Certification
  -33-




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Written
Order
   Registrar and Paying Agent
 Registrar Paying Agent
 CDS
  Paying Agent to Hold Money in Trust
  -34-




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Holder Lists
  Transfer and Exchange
 Transfer and Exchange of Global Notes
 Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note
 -35-




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All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note
 Exhibit B
 Exhibit B
 Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
 Exhibit C
 Exhibit B
 -36-




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Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Beneficial Interests in Restricted Global Notes Prohibited
 Transfer or Exchange of Beneficial Interests for Definitive Notes
 Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes
 Exhibit C
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 -37-




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Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes
 Exhibit C
 Exhibit B
  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
 -38-




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Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global
Notes
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes
 Exhibit C
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
 Exhibit C
  -39-




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Exhibit
B
   Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
 Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Restricted Global Notes Prohibited
 Issuance of Unrestricted Global Notes
 Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
 Exhibit B
 -40-




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Exhibit B
 Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes
 Exhibit C
 Exhibit B
  Unrestricted Definitive Notes to Unrestricted Definitive Notes
 Legends
 Private Placement Legend
   -41-




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provided however
 -42-




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provided further however
   Global Note Legend
  Cancellation and/or Adjustment of Global Notes
 -43-




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General Provisions Relating to Transfers and Exchanges
          -44-




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Replacement Notes
     Outstanding Notes
     Treasury Notes
  -45-




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Temporary Notes
   Cancellation
  Payment of Interest; Defaulted Interest .
  provided
 -46-




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CUSIP or ISIN Numbers
 provided however
 Issuance of Additional Notes
      ARTICLE 3.
 REDEMPTION AND PREPAYMENT
 Notices to Trustee
  Selection of Notes to Be Redeemed
  -47-




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Notice of Redemption
            -48-




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provided however
 Effect of Notice of Redemption
  Deposit of Redemption Price
   Notes Redeemed in Part
  Optional Redemption
   -49-




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Redemption Year
    
    Price2013
    
    
    103.875
    %2014
    
    
    101.938
    %2015 and thereafter
    
    
    100.000
    %
 provided however
  -50-




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Mandatory Redemption
  Offer To Purchase by Application of Excess Proceeds
 Asset Sale Offer
 Offer Period Purchase Date Offer Amount
      -51-




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-52-




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ARTICLE 4.
 COVENANTS
 Payment of Notes
    Maintenance of Office or Agency
    Reports
 provided however
 -53-




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provided further
   Compliance Certificate
  provided however
 -54-




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Taxes
 provided
 Stay, Extension and Usury Laws
  Corporate Existence
 provided however
 Payments for Consent
  Limitation on Debt
  -55-




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provided
 provided
   provided provided further however
 -56-




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provided
     provided
  provided however
 -57-




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provided
   provided however
       -58-




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provided
 Limitation on Restricted Payments
           -59-




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provided however
    provided however provided further however
  -60-




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provided however
   provided however
 provided however provided further however
 provided however
 provided however
   provided further however
  -61-




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provided however
   provided further however
 provided however
 provided however provided further however
 Limitation on Liens
 provided however
 Limitation on Asset Sales
   -62-




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provided however
 -63-




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provided further however
 provided
        -64-




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Limitation on Restrictions on Distributions from Restricted
Subsidiaries
         provided
   -65-




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Limitation on Affiliate Transactions
 Affiliate Transaction
    -66-




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provided
    provided
   -67-




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Designation of Restricted and Unrestricted Subsidiaries
       provided however
 -68-




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Repurchase at the Option of Holders Upon a Change of
Control
 Change of Control Offer Change of Control Purchase Price
 -69-




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Security Register
  Change of Control Payment Date
         -70-




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Future Subsidiary Guarantors
 provided however
   Covenant Termination
  -71-




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Additional Amounts
 Taxes Tax Jurisdiction Additional Amounts provided Excluded Holder
     -72-




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-73-




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ARTICLE 5.
 SUCCESSORS
 Merger, Consolidation and Sale of Assets
       -74-




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-75-




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Successor Corporation Substituted
     ARTICLE 6.
 DEFAULTS AND REMEDIES
 Events of Default
 Event of Default
     -76-




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-77-




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the bankruptcy provisions
   Acceleration
 Acceleration Notice
   -78-




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,
 Other Remedies
   Waiver of Past Defaults
  -79-




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Control by Majority
  Limitation on Suits
      Rights of Holders to Receive Payment
  -80-




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Collection Suit by Trustee
  Trustee May File Proofs of Claim
  Priorities
  First
 Second
 Third
 -81-




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Undertaking for Costs
  ARTICLE 7.
 TRUSTEE
 Duties of Trustee
    provided however
    -82-




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Rights of Trustee
    provided however
    -83-




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Individual Rights of Trustee
  Trustees Disclaimer
  -84-




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Notice of Defaults
  Compensation and Indemnity
  losses
    -85-




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Replacement of Trustee
           -86-




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Successor Trustee by Merger, etc .
  Eligibility; Disqualification
 Trust and Loan Companies Act
 ARTICLE 8.
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 Option to Effect Legal Defeasance or Covenant Defeasance
  Legal Defeasance and Discharge
 Legal Defeasance
 -87-




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Covenant Defeasance
 Covenant Defeasance
 Conditions to Legal or Covenant Defeasance
   defeasance
trust
  -88-




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-89-




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Deposited Cash and Canadian Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions
    Repayment to Company
 provided however
 Reinstatement
 provided however
 -90-




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ARTICLE 9.
 AMENDMENT, SUPPLEMENT AND WAIVER
 Without Consent of Holders of Notes
    provided
        -91-




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With Consent of Holders of Notes
            -92-




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Compliance with Trust Indenture Legislation
  Revocation and Effect of Consents
  -93-




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Notation on or Exchange of Notes
   Trustee to Sign Amendments, etc .
  ARTICLE 10.
 SUBSIDIARY GUARANTEES
 Subsidiary Guarantees
  -94-




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Benefited
Party
  -95-




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Limitation on Subsidiary Guarantor Liability
  Execution and Delivery of Subsidiary Guarantee
 Exhibit D
    -96-




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Subsidiary Guarantors May Consolidate, etc., on Certain Terms
      Releases Following Sale or Other Disposition of Assets
 provided
 -97-




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ARTICLE 11.
 SATISFACTION AND DISCHARGE
 Satisfaction and Discharge
       Deposited Cash and Canadian Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions
  -98-




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Repayment to Company
 provided however
 ARTICLE 12.
 MISCELLANEOUS
 Trust Indenture Legislation
    Notices
  -99-




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th
  
    -100-




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Certificate and Opinion as to Conditions Precedent
    Statements Required in Certificate or Opinion
       Rules by Trustee and Agents
  -101-




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No Personal Liability of Directors, Officers, Employees and
Stockholders
  Governing Law
  No Adverse Interpretation of Other Agreements
  Successors
  Severability
  Attorn to Jurisdiction
  Conversion of Currency
  judgment currency Base Currency
 -102-




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Currency Equivalent
 First Currency
 -103-




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Other Currency
 Counterpart Originals
  Table of Contents, Headings, etc .
  Qualification of This Indenture
  Language.
    -104-




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COMPANY:
CASCADES INC..By:
    /s/ Robert F. HallName:
    Robert F. HallTitle:
    Vice President Legal Affairs and
Corporate SecretaryGUARANTORS:
CASCADES PAPERBOARD INTERNATIONAL INC.
CASCADES CANADA INC.
CASCADES FINE PAPERS GROUP INC.
CASCADES TRANSPORT INC.
CONFERENCE CUP LTD.
DOPACO, INC.
DOPACO CANADA, INC.
GARVEN INCORPORATED
KINGSEY FALLS INVESTMENTS INC.
RABOTAGE LEMAY INC.
SCIERIE LEMAY INC.
6265642 CANADA INC.
7251637 CANADA INC.
CASCADES TENDERCO INC.
CASCADES AUBURN FIBER INC.
CASCADES DELAWARE LLC
CASCADES SPG 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




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CASCADES USA INC.
W.H. SMITH PAPER CORPORATION
CASCADES ENERGY INITIATIVE INC.
CASCADES BOXBOARD U.S., INC.
CASCADES BOXBOARD GROUP  CONNECTICUT
       LLC
CASCADES ENVIROPAC HPM LLC
DOPACO LIMITED PARTNERSHIP
DOPACO PACIFIC LLC
NORAMPAC DELAWARE LLC
NORAMPAC THOMPSON INC.
NORAMPAC FINANCE US INC.
NORAMPAC HOLDING US INC.
NORAMPAC LEOMINSTER INC.
NORMAPAC NEW YORK CITY INC.
NORAMPAC SCHENECTADY INC.
NORAMPAC INDUSTRIES INC.
NORAMPAC EXPORT SALES CORP.By:
    /s/ Robert F. HallName:
    Robert F. HallTitle:
    Authorized Officer  -2-




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##### 



TRUSTEE:


COMPUTERSHARE TRUST COMPANY OF CANADABy:

/s/
Louis - Philippe MarineauName:
    Louis - Philippe MarineauTitle:
    Professional, Corporate TrustBy:
    /s/ Toni De LucaName:
    Toni De LucaTitle:
    General Manager, Corporate Trust Services  -3-




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##### 



EXHIBIT A
  73/4% Senior Notes due 2016
 
 No. ______
    
    C$____________
 CASCADES INC.
     A-1




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##### 



CASCADES INC.By:Name:Title: 
 COMPUTERSHARE TRUST COMPANY OF CANADA,
       as TrusteeBy:Authorized Signatory  A-2




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##### 



3 4
 [Insert the Global Note Legend,
if applicable pursuant to the terms of the Indenture]
 [Insert the Private Placement Legend, if applicable pursuant to the terms of the Indenture]
 [Insert the Canadian Resale Legend, if applicable pursuant to the terms of the Indenture]
 [Insert the following legend if the Notes are issued with original issue discount: FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING
ISSUED WITH ORIGINAL ISSUE DISCOUNT: FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE
PRICE IS $[          ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$,[             ] THE ISSUE DATE IS [          ]
AND THE YIELD TO MATURITY IS [     ]% PER ANNUM.]
  Interest Company 3 4 Interest
Payment Date provided however provided further
 Method of Payment provided however
 A-3




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##### 



Paying Agent and Registrar
 Indenture Indenture Guarantors
 Optional Redemption
       A-4




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##### 



Redemption Year
    
    Price2013
    
    
    103.875
    %2014
    
    
    101.938
    %2015 and thereafter
    
    
    100.000
    %
 provided however
    Mandatory Redemption
 Repurchase at Option of Holder
 Change of Control Offer
 A-5




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##### 



Excess Proceeds Asset Sale Offer
 Notice of Redemption
 Denominations, Transfer, Exchange
 Persons Deemed Owners
 Amendment, Supplement and Waiver
 A-6




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##### 



Defaults and Remedies
  A-7




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##### 



Trustee Dealings with Company
 No Recourse Against Others
 Certification
 Abbreviations
 Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes
 CUSIP Numbers
 A-8




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##### 



Governing Law
 Language.
  A-9




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##### 



o
 o
 
 Date:
    
    Your Signature:(Sign exactly as your name appears on the Note)Tax Identification No.:SIGNATURE GUARANTEE:Signatures must be guaranteed by an eligible guarantor
institution meeting the requirements of the Registrar, which
requirements include membership or participation in the
Security Transfer Agent Medallion Program (STAMP) or such
other signature guarantee program as may be determined by
the Registrar in addition to, or in substitution for, STAMP.
 A-10




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##### 



Assignment Form
   
 
 
 
 
 
 
 Date:Your Signature:(Sign exactly as your name appears on the Note)Signature Guarantee:
 A-11




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##### 



Principal Amount
    
    Signature ofAmount of
    
    Amount of
    
    of this Global Note
    
    authorizeddecrease in
    
    increase in
    
    following such
    
    signatory ofPrincipal Amount
    
    Principal Amount
    
    decrease (or
    
    Trustee or NoteDate of Exchange
    
    of this Global Note
    
    of this Global Note
    
    increase)
    
    Custodian
 A-12




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##### 



EXHIBIT B
 FORM OF CERTIFICATE OF TRANSFER
 
 
 73/4%
Senior Notes due 2016
 Indenture Company
 Transferor  Transfer   Transferee
 [CHECK ALL THAT APPLY]
 o Securities Act
 B-1




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##### 



o
 o
 o
  o
  o
 o
 o Check if Transfer is pursuant to Rule 144
 B-2




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##### 



o Check if Transfer is Pursuant to Regulation S
 o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferor]By:Name:Title:Dated:
 B-3




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##### 



1.
    
    The Transferor owns and proposes to transfer the following:[CHECK ONE OF (a) OR (b)](a)
    
    o
    
    a beneficial interest in the:(i)
    
    o     144A Global Note (CUSIP ), or(ii)
    
    o     Regulation S Global Note (CUSIP ), or(b)
    
    o
    
    a Restricted Definitive Note.2.
    
    After the Transfer the Transferee will hold:[CHECK ONE OF (a), (b) OR (c)](a)
    
    o
    
    a beneficial interest in the:(i)
    
    o     144A Global Note (CUSIP ), or(ii)
    
    o     Regulation S Global Note (CUSIP ), or(iii)
    
    o     Unrestricted Global Note (CUSIP ); or(b)
    
    o
    
    a Restricted Definitive Note; or(c)
    
    o
    
    an Unrestricted Definitive Note,
  B-4




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##### 



EXHIBIT C
 FORM OF CERTIFICATE OF EXCHANGE
 Cascades Inc.
404 Marie-Victorin Blvd.
P.O. Box 30
Kingsey Falls, Québec
Canada J0A 1B0
Attention: Chief Financial OfficerComputershare Trust Company of Canada
1500 University Street, Suite 700
Montreal, Quebec
Attention: General Manage, Corporate Trust Department
Telecopier No.: (514) 982-7677 73/4%
Senior Notes due 2016
 Indenture Company
 Owner  Exchange
  o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note Securities Act
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note
 C-1




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##### 



o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note
 o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note
  o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note
 C-2




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##### 



[Insert Name of Transferor]By:Name:Title:Dated:
 C-3




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##### 



EXHIBIT D
 FORM OF NOTATION OF GUARANTEE
 Indenture Company Trustee
 CASCADES PAPERBOARD INTERNATIONAL INC.
CASCADES CANADA INC.
CASCADES FINE PAPERS GROUP INC.
CASCADES TRANSPORT INC.
CONFERENCE CUP LTD.
DOPACO, INC.
DOPACO CANADA, INC.
GARVEN INCORPORATED
KINGSEY FALLS INVESTMENTS INC.
RABOTAGE LEMAY INC.
SCIERIE LEMAY INC.
6265642 CANADA INC.
7251637 CANADA INC.
CASCADES TENDERCO INC.
CASCADES AUBURN FIBER INC.
CASCADES DELAWARE LLC
CASCADES SPG 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. D-1




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##### 



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
CASCADES ENERGY INITIATIVE INC.
CASCADES BOXBOARD U.S., INC.
CASCADES BOXBOARD GROUP  CONNECTICUT LLC
CASCADES ENVIROPAC HPM LLC
DOPACO LIMITED PARTNERSHIP
DOPACO PACIFIC LLC
NORAMPAC DELAWARE LLC
NORAMPAC THOMPSON INC.
NORAMPAC FINANCE US INC.
NORAMPAC HOLDING US INC.
NORAMPAC LEOMINSTER INC.
NORMAPAC NEW YORK CITY INC.
NORAMPAC SCHENECTADY INC.
NORAMPAC INDUSTRIES INC.
NORAMPAC EXPORT SALES CORP.By:Name:Title: D-2