**Exhibit4.14**

SECONDSUPPLEMENTAL INDENTURE

dated as ofDecember 28, 2006

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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SECONDSUPPLEMENTAL INDENTURE (this “*Second SupplementalIndenture*”), dated as of December 28, 2006, among NORAMPAC INC., aCanadian corporation (the “*Company*”),6671225 Canada Inc., a Canadian corporation organized under the federal laws ofCanada (“8671225”), and 3815400 USA Inc., a Delaware corporation (together with6671225, the “*New Subsidiary Guarantors*”),the existing Subsidiary Guarantors under the Indenture referred to below (the “*Existing Subsidiary Guarantors*”), and THE BANK OF NOVASCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as trustee underthe Indenture referred to below (the “*Trustee*”).

W I T N E S S E TH :

WHEREAS, theCompany has heretofore executed and delivered to the Trustee an indenture,dated as of May 28, 2003, amended by the First Supplemental Indenture, dated asof July 30, 2004 (the “*Indenture*”),among the Company, the Subsidiary Guarantors party thereto and the Trustee,providing for the issuance of the Company’s 63⁄4% Senior Notes due 2013 (the “*Notes*”);

WHEREAS, theCompany has issued and outstanding $250,000,000 aggregate principal amount ofNotes under the Indenture;

WHEREAS, Section4.19 of the Indenture provides that the Company, shall cause each person thatbecomes a Canadian or U.S. Restricted Subsidiaries to execute and deliver tothe Trustee a Subsidiary Guarantee at the time such person becomes a Canadianor U.S. Restricted Subsidiary;

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

WHEREAS, Section9.01 of the Indenture provides that the Company and the Trustee may amend orsupplement the Indenture without the consent of any holder of a Note to addadditional Subsidiary Guarantees with respect to the Notes as provided orpermitted under the Indenture; and

WHEREAS, pursuantto Sections 4.19, 9.01, 9.06 and 10.03 of the Indenture, the Trustee, theCompany, the Existing Subsidiary Guarantors and the New Subsidiary Guarantorsare authorized 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)  Forall purposes of this Second 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 

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used in the Indenture;and (ii) the words “herein,” “hereof” and “hereby” and other words of similarimport used in this Second Supplemental Indenture refer to this SecondSupplemental Indenture as a whole and not to any particular section hereof.

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; Second 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 Second 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 SECOND 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 SecondSupplemental Indenture, or for or in respect of the recitals contained herein.

4.3                                 Counterparts.  The parties may sign any number of copies ofthis Second 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 thisSecond 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 Second Supplemental Indenture, the provision of the TIA shallcontrol.  If any provision of this SecondSupplemental Indenture modifies or excludes any provision of the TIA that maybe so modified or excluded, the provisions of the TIA shall be deemed to applyto the Indenture as so modified or to be excluded by this Second SupplementalIndenture, as the case may be.

4.6                                 Severability.  In case any provision of this SecondSupplemental 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 Second 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 Second Supplemental Indenture or the Notes.

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IN WITNESSWHEREOF, the parties hereto have caused this Second Supplemental Indenture tobe duly executed as of the date first above written.
|        | Company:      |
|--------|---------------|
|   |          |
|   | NORAMPAC INC. |
|   |          |
|   |          |   |
|   | By:           | /s/ Charles Smith |
|   |          | Name: | Charles Smith |
|   |          | Title: | Vice President and Chief Financial Officer |
|   |          |   |   |

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

 
|        | 3815400 USA INC.    |
|--------|---------------------|
|   | 6671225 CANADA INC. |
|   |                |
|   |                |
|   | By:                 | /s/ Lucie-Claude Lalonde |
|   |                | Name: | Lucie-Claude Lalonde |
|   |                | Title: | Secretary |
|   |                |   |   |

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

 
|        | 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.       |
|   | NEWFOUNDLAND CONTAINERS LIMITED |
|   | NORAMPAC INDUSTRIES INC.        |
|   |                            |
|   | By:                             | /s/ Lucie-Claude Lalonde |
|   |                            | Name: | Lucie-Claude Lalonde |
|   |                            | Title: | Secretary, Assistant Secretary or Assistant Clerk |

 

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|        | Trustee:                                                       |
|--------|----------------------------------------------------------------|
|   |                                                           |
|   | THE BANK OF NOVA  SCOTIA TRUST COMPANY OF NEW YORK, as Trustee |
|   |                                                           |
|   |                                                           |
|   | By:                                                            | /s/ Warren A. Goshine |
|   |                                                           | Name: | Warren A. Goshine |
|   |                                                           | Title: | Vice President |

 

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