EXHIBIT 4.24
   
 7 8




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##### 



TABLE OF CONTENTS
 PageARTICLE 1.DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Other Definitions
    
    
    31Section 1.03.
    
    Incorporation by Reference of Trust Indenture Act
    
    
    32Section 1.04.
    
    Rules of Construction
    
    
    32ARTICLE 2.THE NOTESSection 2.01.
    
    Form and Dating
    
    
    33Section 2.02.
    
    Execution and Authentication
    
    
    35Section 2.03.
    
    Registrar and Paying Agent
    
    
    35Section 2.04.
    
    Paying Agent to Hold Money in Trust
    
    
    36Section 2.05.
    
    Holder Lists
    
    
    36Section 2.06.
    
    Transfer and Exchange
    
    
    36Section 2.07.
    
    Replacement Notes
    
    
    48Section 2.08.
    
    Outstanding Notes
    
    
    48Section 2.09.
    
    Treasury Notes
    
    
    49Section 2.10.
    
    Temporary Notes
    
    
    49Section 2.11.
    
    Cancellation
    
    
    49Section 2.12.
    
    Payment of Interest; Defaulted Interest
    
    
    50Section 2.13.
    
    CUSIP or ISIN Numbers
    
    
    50Section 2.14.
    
    Special Interest
    
    
    50Section 2.15.
    
    Issuance of Additional Notes
    
    
    50ARTICLE 3.REDEMPTION AND PREPAYMENTSection 3.01.
    
    Notices to Trustee
    
    
    51Section 3.02.
    
    Selection of Notes to Be Redeemed
    
    
    51Section 3.03.
    
    Notice of Redemption
    
    
    52Section 3.04.
    
    Effect of Notice of Redemption
    
    
    52Section 3.05.
    
    Deposit of Redemption Price
    
    
    53Section 3.06.
    
    Notes Redeemed in Part
    
    
    53Section 3.07.
    
    Optional Redemption
    
    
    53Section 3.08.
    
    Mandatory Redemption
    
    
    55Section 3.09.
    
    Offer To Purchase by Application of Excess Proceeds
    
    
    55
 -i-




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##### 



PageARTICLE 4.COVENANTSSection 4.01.
    
    Payment of Notes
    
    
    56Section 4.02.
    
    Maintenance of Office or Agency
    
    
    57Section 4.03.
    
    Reports
    
    
    57Section 4.04.
    
    Compliance Certificate
    
    
    58Section 4.05.
    
    Taxes
    
    
    58Section 4.06.
    
    Stay, Extension and Usury Laws
    
    
    59Section 4.07.
    
    Corporate Existence
    
    
    59Section 4.08.
    
    Payments for Consent
    
    
    59Section 4.09.
    
    Limitation on Debt
    
    
    59Section 4.10.
    
    Limitation on Restricted Payments
    
    
    63Section 4.11.
    
    Limitation on Liens
    
    
    66Section 4.12.
    
    Limitation on Asset Sales
    
    
    66Section 4.13.
    
    Limitation on Restrictions on Distributions from Restricted Subsidiaries
    
    
    69Section 4.14.
    
    Limitations on Affiliate Transactions
    
    
    70Section 4.15.
    
    Designation of Restricted and Unrestricted Subsidiaries
    
    
    72Section 4.16.
    
    Repurchase at the Option of Holders Upon a Change of Control
    
    
    73Section 4.17.
    
    Future Subsidiary Guarantors
    
    
    75Section 4.18.
    
    Covenant Termination
    
    
    75Section 4.19.
    
    Additional Amounts
    
    
    76ARTICLE 5.SUCCESSORSSection 5.01.
    
    Merger, Consolidation and Sale of Assets
    
    
    78Section 5.02.
    
    Successor Corporation Substituted
    
    
    80ARTICLE 6.DEFAULTS AND REMEDIESSection 6.01.
    
    Events of Default
    
    
    80Section 6.02.
    
    Acceleration
    
    
    82Section 6.03.
    
    Other Remedies
    
    
    83Section 6.04.
    
    Waiver of Past Defaults
    
    
    83Section 6.05.
    
    Control by Majority
    
    
    84Section 6.06.
    
    Limitation on Suits
    
    
    84Section 6.07.
    
    Rights of Holders to Receive Payment
    
    
    84Section 6.08.
    
    Collection Suit by Trustee
    
    
    85Section 6.09.
    
    Trustee May File Proofs of Claim
    
    
    85Section 6.10.
    
    Priorities
    
    
    85Section 6.11.
    
    Undertaking for Costs
    
    
    86
 -ii-




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##### 



PageARTICLE 7.TRUSTEESection 7.01.
    
    Duties of Trustee
    
    
    86Section 7.02.
    
    Rights of Trustee
    
    
    87Section 7.03.
    
    Individual Rights of Trustee
    
    
    88Section 7.04.
    
    Trustees Disclaimer
    
    
    88Section 7.05.
    
    Notice of Defaults
    
    
    89Section 7.06.
    
    Reports by Trustee to Holders
    
    
    89Section 7.07.
    
    Compensation and Indemnity
    
    
    89Section 7.08.
    
    Replacement of Trustee
    
    
    90Section 7.09.
    
    Successor Trustee by Merger, etc.
    
    
    91Section 7.10.
    
    Eligibility; Disqualification
    
    
    91Section 7.11.
    
    Preferential Collection of Claims Against Company
    
    
    91ARTICLE 8.LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01.
    
    Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    91Section 8.02.
    
    Legal Defeasance and Discharge
    
    
    92Section 8.03.
    
    Covenant Defeasance
    
    
    92Section 8.04.
    
    Conditions to Legal or Covenant Defeasance
    
    
    93Section 8.05.
    
    Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
    
    94Section 8.06.
    
    Repayment to Company
    
    
    95Section 8.07.
    
    Reinstatement
    
    
    95ARTICLE 9.AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01.
    
    Without Consent of Holders of Notes
    
    
    95Section 9.02.
    
    With Consent of Holders of Notes
    
    
    96Section 9.03.
    
    Compliance with Trust Indenture Act
    
    
    98Section 9.04.
    
    Revocation and Effect of Consents
    
    
    98Section 9.05.
    
    Notation on or Exchange of Notes
    
    
    98Section 9.06.
    
    Trustee to Sign Amendments, etc.
    
    
    98ARTICLE 10.SUBSIDIARY GUARANTEESSection 10.01.
    
    Subsidiary Guarantees
    
    
    99Section 10.02.
    
    Limitation on Subsidiary Guarantor Liability
    
    
    100Section 10.03.
    
    Execution and Delivery of Subsidiary Guarantee
    
    
    101Section 10.04.
    
    Subsidiary Guarantors May Consolidate, etc., on Certain Terms
    
    
    101
 -iii-




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##### 



PageSection 10.05.
    
    Releases Following Sale or Other Disposition of Assets
    
    
    102ARTICLE 11.SATISFACTION AND DISCHARGESection 11.01.
    
    Satisfaction and Discharge
    
    
    102Section 11.02.
    
    Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
    
    103Section 11.03.
    
    Repayment to Company
    
    
    103ARTICLE 12.MISCELLANEOUSSection 12.01.
    
    Trust Indenture Act Controls
    
    
    104Section 12.02.
    
    Notices
    
    
    104Section 12.03.
    
    Communication by Holders of Notes with Other Holders of Notes
    
    
    105Section 12.04.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    105Section 12.05.
    
    Statements Required in Certificate or Opinion
    
    
    105Section 12.06.
    
    Rules by Trustee and Agents
    
    
    106Section 12.07.
    
    No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    106Section 12.08.
    
    Governing Law
    
    
    106Section 12.09.
    
    No Adverse Interpretation of Other Agreements
    
    
    106Section 12.10.
    
    Successors
    
    
    106Section 12.11.
    
    Severability
    
    
    106Section 12.12.
    
    Consent to Jurisdiction and Service of Process
    
    
    107Section 12.13.
    
    Conversion of Currency
    
    
    107Section 12.14.
    
    Currency Equivalent
    
    
    108Section 12.15.
    
    Counterpart Originals
    
    
    108Section 12.16.
    
    Table of Contents, Headings, etc.
    
    
    108Section 12.17.
    
    Qualification of This Indenture
    
    
    109
 -iv-




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##### 



TIA Section
    
    SectionReference
    
    Indenture310 (a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    7.10(b)
    
    7.08, 7.10(c)
    
    N.A.311 (a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312 (a)
    
    2.05(b)
    
    12.03(c)
    
    12.03313 (a)
    
    7.06(b)(1)
    
    N.A.(b)(2)
    
    7.06, 7.07(c)
    
    7.06(d)
    
    7.06314 (a)
    
    4.03, 4.04(b)
    
    N.A.(c)(1)
    
    12.04(c)(2)
    
    12.04(c)(3)
    
    N.A.(d)
    
    N.A.(e)
    
    12.05315 (a)
    
    7.01(b)
    
    7.05(c)
    
    7.01(d)
    
    7.01(e)
    
    6.11316 (a) (last
sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A.(b)
    
    6.07317 (a)(1)
    
    6.08(a)(2)
    
    6.09(b)
    
    2.04318 (a)
    
    12.01




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##### 



Companies Act Company Trustee
 7 8 Notes
 ARTICLE 1.
 DEFINITIONS AND INCORPORATION BY REFERENCE
 Definitions
  144A Global Note Exhibit A
 Additional Assets
    provided however
 Additional Notes
 Affiliate




---



##### 



Agent
 Applicable Procedures
 Asset Sale
           -2-




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##### 



provided
    Attributable Debt
   Average Life
  -3-




---



##### 



Bankruptcy Law Bankruptcy and Insolvency Act Companies Creditors Arrangement Act
 Board of Directors
 Board Resolution
 Business Day
 Capital Lease Obligations
 Capital Stock
 Capital Stock Sale Proceeds
 Change of Control
 person group
 -4-




---



##### 



beneficial owner
     Clearstream
 Code
 Commission
 Commodity Price Protection Agreement
 Comparable Treasury Issue
 Comparable Treasury Price
  -5-




---



##### 



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




---



##### 



Consolidated Interest Expense
  provided, however
   -7-




---



##### 



Consolidated Net Income provided, however
     -8-




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##### 



provided
     IFRS
  provided
  -9-




---



##### 



Consolidated Net Tangible Assets
       Corporate Trust Office of the Trustee
 Credit Facility
  -10-




---



##### 



Currency Exchange Protection Agreement
 Custodian
 Debt
        -11-




---



##### 



Default
 Definitive Note Exhibit A
 Depositary
 -12-
       Disqualified Stock
    provided
  Disqualified Stock Dividends
 Distribution Compliance Period
 EBITDA
     -13-




---



##### 



minus
 minus
   Euroclear
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Fair Market Value
 -14-




---



##### 



Foreign Subsidiary
 GAAP
 Global Note Legend
 Global Notes Exhibit A
 Guarantee
   provided however
    Guarantor
 -15-




---



##### 



Hedging Obligation
 Holder
 Income Tax Act
 Incur provided however provided further however provided further however provided
 Indenture
 Independent Financial Advisor provided
 Independent Investment Banker
 Indirect Participant
 Initial Notes
 Interest Payment Dates
 Interest Rate Agreement
 Investment
 -16-




---



##### 



provided however
    Investment Grade Rating
 Investment Grade Status
 Issue Date
 Legal Holiday
 Lien
 Letter of Transmittal
 Moodys
 Net Available Cash
 -17-




---



##### 



Non-Recourse Debt
    Obligations
 Officer
 -18-




---



##### 



Officers Certificate
 Opinion of Counsel
 Participant
 Permitted Holders
 Permitted Investment
  provided
 provided
  provided however
 -19-




---



##### 



provided
    provided
     -20-




---



##### 



provided
  Permitted Joint Venture
 Permitted Liens
   provided
 provided
      -21-




---



##### 



provided however provided further however
 provided however provided further however
        -22-




---



##### 



provided however
    Permitted Refinancing Debt
       provided however
  -23-




---



##### 



Person
 Predecessor Note provided
 Preferred Stock
 Preferred Stock Dividends
 Private Placement Legend
 pro forma
 Property
 Purchase Money Debt
   -24-




---



##### 



provided however
 QIB
 Qualified Equity Offering
 Qualified Receivables Transaction
 Rating Agencies
 Receivables
 Reference Treasury Dealer
 Reference Treasury Dealer Quotations
 Refinance
 Registration Rights Agreement
 -25-




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##### 



Regular Record Date
 Regulation S
 Regulation S Global Note Exhibit A
 Related Business
 Repay
 Responsible Officer
 Restricted Definitive Note
 Restricted Global Notes
 Restricted Payment
   -26-




---



##### 



Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 S&P
 Sale and Leaseback Transaction
 Securities Act
 Senior Debt
     -27-




---



##### 



provided however
       Senior Debt
 Shelf Registration Statement
 Significant Subsidiary
 Special Interest
 Special Purpose Vehicle
 -28-




---



##### 



Stated Maturity
 Subordinated Obligations
 Subsidiary
    Subsidiary Guarantee Exhibit D
 Subsidiary Guarantor
 Surviving Person
 Temporary Cash Investments
   -29-




---



##### 



provided
    TIA
 Treasury Rate
 -30-




---



##### 



Trustee
 Unrestricted Definitive Notes
 Unrestricted Global Notes
 Unrestricted Subsidiary
   U.S. Government Obligations
 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Authentication Order
    
    2.02Base Currency
    
    12.13Benefited Party
    
    10.01Change of Control Offer
    
    4.16Change of Control Payment Date
    
    4.16Change of Control Purchase Price
    
    4.16
 -31-




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##### 



Defined inTerm
    
    SectionCovenant Defeasance
    
    8.03Company
    
    Preambledefeasance trust
    
    8.04DTC
    
    2.03Event of Default
    
    6.01Excess Proceeds
    
    4.12Excluded Holder
    
    4.19First Currency
    
    12.14judgment currency
    
    12.13Legal Defeasance
    
    8.02losses
    
    7.07Notes
    
    PreambleOffer Amount
    
    3.09Offer Period
    
    3.09Other Currency
    
    12.14Paying Agent
    
    2.03Permitted Debt
    
    4.09Purchase Date
    
    3.09rate(s) of exchange
    
    12.13Registrar
    
    2.03Security Register
    
    4.16Tax Jurisdiction
    
    4.19Taxes
    
    4.19
 Incorporation by Reference of Trust Indenture Act
   indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  -32-




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##### 



Rules of Construction
            ARTICLE 2.
 THE NOTES
 Form and Dating
 General Exhibit A Exhibit A
 -33-




---



##### 



Form of Notes Exhibit A Exhibit A
 Book-Entry Provisions
 Euroclear and Clearstream Procedures Applicable
 Certificated Securities
  -34-




---



##### 



Execution and Authentication
    Authentication Order
   -35-




---



##### 



Registrar and Paying Agent
 Registrar Paying Agent
 DTC
  Paying Agent to Hold Money in Trust
  Holder Lists
  Transfer and Exchange
 Transfer and Exchange of Global Notes
 -36-




---



##### 



Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note
 All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 -37-




---



##### 



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
  -38-




---



##### 



Exhibit B
   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
 -39-




---



##### 



Exhibit B
  Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes
     Exhibit C
 Exhibit B
  -40-




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
 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
 -41-




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##### 



Exhibit B
  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
     Exhibit C
 Exhibit
B
   Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
 -42-




---



##### 



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
 Exhibit B
 Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes
 -43-




---



##### 



Exhibit C
 Exhibit B
  Unrestricted Definitive Notes to Unrestricted Definitive Notes
 Exchange Offer
 -44-




---



##### 



Legends
 Private Placement Legend
    -45-




---



##### 



provided further however
   Global Note Legend
  -46-




---



##### 



DTC
 Cancellation and/or Adjustment of Global Notes
 General Provisions Relating to Transfers and Exchanges
     -47-




---



##### 



Replacement Notes
     -48-




---



##### 



Outstanding Notes
     Treasury Notes
  Temporary Notes
   Cancellation
  -49-




---



##### 



Payment of Interest; Defaulted Interest
  provided
 CUSIP or ISIN Numbers
 provided however
 Special Interest
  -50-




---



##### 



Issuance of Additional Notes
      ARTICLE 3.
 REDEMPTION AND PREPAYMENT
 Notices to Trustee
  Selection of Notes to Be Redeemed
   -51-




---



##### 



Notice of Redemption
            provided however
 -52-




---



##### 



Effect of Notice of Redemption
  Deposit of Redemption Price
   Notes Redeemed in Part
  Optional Redemption
    -53-




---



##### 



Redemption Year
    
    Price2015
    
    
    103.938
    %2016
    
    
    102.625
    %2017
    
    
    101.313
    %2018 and thereafter
    
    
    100.000
    %
 provided however
  -54-




---



##### 



Mandatory Redemption
  Offer To Purchase by Application of Excess Proceeds
 Asset Sale Offer
 Offer Period Purchase Date Offer Amount
       -55-




---



##### 



-56-




---



##### 



ARTICLE 4.
 COVENANTS
 Payment of Notes
    Maintenance of Office or Agency
    Reports
  -57-




---



##### 



provided however provided further
 provided that
  Compliance Certificate
   provided however
 -58-




---



##### 



Taxes
 provided
 Stay, Extension and Usury Laws
  Corporate Existence
 provided however
 Payments for Consent
  -59-




---



##### 



Limitation on Debt
      provided
 provided
   -60-




---



##### 



provided provided further however
 provided
     provided
  -61-




---



##### 



provided however
  provided
   provided however
     -62-




---



##### 



provided
 Limitation on Restricted Payments
         -63-




---



##### 



provided however
    provided however
 -64-




---



##### 



provided further however
 provided however
   provided however
 provided however provided further however
 provided however
 provided however
   -65-




---



##### 



provided further however
 provided however
   provided further however
 provided however
 provided however provided further however
 Limitation on Liens
 provided however
 -66-




---



##### 



Limitation on Asset Sales
               -67-




---



##### 



provided however provided further however
 provided
 Allocable Excess Proceeds
    pari passu
  -68-




---



##### 



Limitation on Restrictions on Distributions from Restricted Subsidiaries
          -69-




---



##### 



provided
          Limitations on Affiliate Transactions
 Affiliate Transaction
  -70-




---



##### 



provided
    provided
   -71-




---



##### 



Designation of Restricted and Unrestricted Subsidiaries
       -72-




---



##### 



provided however
         Repurchase at the Option of Holders Upon a Change of Control
  -73-




---



##### 



Change of Control Offer Change of Control Purchase Price
   Security Register
  Change of Control Payment Date
      -74-




---



##### 



provided
    Future Subsidiary Guarantors
 provided however
   -75-




---



##### 



Covenant Termination
        Additional Amounts
 Taxes Tax Jurisdiction Additional Amounts provided Excluded
Holder
  -76-




---



##### 



-77-




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##### 



ARTICLE 5.
 SUCCESSORS
 Merger, Consolidation and Sale of Assets
    -78-




---



##### 



-79-




---



##### 



Successor Corporation Substituted
     -80-




---



##### 



ARTICLE 6.
 DEFAULTS AND REMEDIES
 Events of Default
 Event of Default
            -81-




---



##### 



-82-




---



##### 



Acceleration
 Acceleration Notice
         -83-




---



##### 



Other Remedies
   Waiver of Past Defaults
      Control by Majority
  Limitation on Suits
   -84-




---



##### 



Rights of Holders to Receive Payment
  Collection Suit by Trustee
  Trustee May File Proofs of Claim
  -85-




---



##### 



Priorities
  First
 Second
 Third
  Undertaking for Costs
  ARTICLE 7.
 TRUSTEE
 Duties of Trustee
    -86-




---



##### 



provided however
        Rights of Trustee
   -87-




---



##### 



provided however
          -88-




---



##### 



Individual Rights of Trustee
  Trustees Disclaimer
  Notice of Defaults
  Reports by Trustee to Holders
   Compensation and Indemnity
  -89-




---



##### 



losses
    Replacement of Trustee
    -90-




---



##### 



retiring Trustee
    Successor Trustee by Merger, etc .
  Eligibility; Disqualification
  -91-




---



##### 



Preferential Collection of Claims Against Company
  ARTICLE 8.
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 Option to Effect Legal Defeasance or Covenant Defeasance
  Legal Defeasance and Discharge
 Legal Defeasance
 Covenant Defeasance
  -92-




---



##### 



Covenant Defeasance
 Conditions to Legal or Covenant Defeasance
   defeasance
trust
   -93-




---



##### 



Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
  -94-




---



##### 



Repayment to Company
 provided however
 Reinstatement
 provided however
 -95-




---



##### 



ARTICLE 9.
 AMENDMENT, SUPPLEMENT AND WAIVER
 Without Consent of Holders of Notes
    provided
        With Consent of Holders of Notes
  -96-




---



##### 



-97-




---



##### 



provided
   Compliance with Trust Indenture Act
  Revocation and Effect of Consents
  -98-




---



##### 



Notation on or Exchange of Notes
   Trustee to Sign Amendments, etc .
  ARTICLE 10.
 SUBSIDIARY GUARANTEES
 Subsidiary Guarantees
   -99-




---



##### 



Benefited
Party
   -100-




---



##### 



Limitation on Subsidiary Guarantor Liability
  Execution and Delivery of Subsidiary Guarantee
 Exhibit D
    -101-




---



##### 



Subsidiary Guarantors May Consolidate, etc., on Certain Terms
      Releases Following Sale or Other Disposition of Assets
 provided
 -102-




---



##### 



ARTICLE 11.
 SATISFACTION AND DISCHARGE
 Satisfaction and Discharge
       Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
  -103-




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##### 



Repayment to Company
 provided however
 ARTICLE 12.
 MISCELLANEOUS
 Trust Indenture Act Controls
  Notices
   
 -104-




---



##### 



Communication by Holders of Notes with Other Holders of Notes
  -105-




---



##### 



Certificate and Opinion as to Conditions Precedent
    Statements Required in Certificate or Opinion
       Rules by Trustee and Agents
  No Personal Liability of Directors, Officers, Employees and
Stockholders
  -106-




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##### 



Governing Law
  No Adverse Interpretation of Other Agreements
  Successors
  Severability
  Consent to Jurisdiction and Service of Process
   -107-




---



##### 



Conversion of Currency
  judgment
currency Base Currency
     -108-




---



##### 



Currency Equivalent
 First Currency Other Currency
 Counterpart Originals
  Table of Contents, Headings, etc .
  Qualification of This Indenture
    -109-




---



##### 



COMPANY:
CASCADES INC.By:
    /s/ Robert HallName:
    Robert HallTitle:
    Vice PresidentGUARANTORS:
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 HallName:
    Robert HallTitle:
    Vice President  -2-




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##### 



TRUSTEE:
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORKBy:
    /s/ John NeylanName:
    John NeylanTitle:
    Trust Officer  -3-




---



##### 



EXHIBIT A
  77/8% Senior Notes due 2020
 
 No. ___
    
    $_______________
 CASCADES INC.
     A-1




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##### 



CASCADES INC.By:Name:Title: 
 THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
as TrusteeBy:Authorized Signatory  A-2




---



##### 



77/8% Senior Notes due 2020
 [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 US$1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE
PRICE IS US$[ ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $[ ], THE ISSUE DATE IS [ ] AND THE YIELD TO
MATURITY IS [ ]% PER ANNUM.]
  Interest Company 7 8 Interest Payment Date provided however provided further
 Method of Payment provided
 A-3




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##### 



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




---



##### 



Redemption Year
    
    Price2015
    
    
    103.938
    %2016
    
    
    102.625
    %2017
    
    
    101.313
    %2018 and thereafter
    
    
    100.000
    %
 provided however
    Mandatory Redemption
 A-5




---



##### 



Repurchase at Option of Holder
 Change of Control Offer
 Excess Proceeds Asset Sale Offer
 Notice of Redemption
 Denominations, Transfer, Exchange
 A-6




---



##### 



Persons Deemed Owners
 Amendment, Supplement and Waiver
 Defaults and Remedies
 A-7




---



##### 



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




---



##### 



CUSIP Numbers
  
 Governing Law
 A-9




---



##### 



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,
all in accordance with the Securities Exchange Act of 1934,
as amended.
 A-10




---



##### 



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




---



##### 



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




---



##### 



EXHIBIT B
 FORM OF CERTIFICATE OF TRANSFER
 
 
 77/8% Senior Notes due 2020
 Indenture Company
 Transferor  Transfer   Transferee
 [CHECK ALL THAT APPLY]
 o Securities Act
 B-1




---



##### 



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




---



##### 



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: 
 B-3




---



##### 



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) OR (b)](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
 
 77/8% Senior Notes due 2020
 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




---



##### 



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




---



##### 



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




---



##### 



EXHIBIT D
 FORM OF NOTATION OF GUARANTEE
 Indenture Company Trustee
 
 D-1




---



##### 



By:Name:Title: D-2