1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.     2. AMENDMENTS.     (a) Amendment of Article 2. The Indenture is hereby amended by deletingSection 2.09 thereof in its entirety and replacing such Section with the following:          “*Section 2.09.****Treasury Notes****.*     In determining whether the Holders of the required principal amount of Noteshave concurred in any direction, amendment, supplement, waiver or consent, Notesowned by the Company, or by any Affiliate of the Company, shall be considered asthough not outstanding, except that for the purposes of determining whether theTrustee shall be protected in relying on any such direction, amendment, supplement,waiver or consent, only Notes that the Trustee knows are so owned shall be sodisregarded; provided, however, that, notwithstanding the foregoing, at any time atwhich all Notes are held by the Company and/or its wholly owned subsidiaries, suchNotes shall be considered as though outstanding.”     (b) Amendment of Article 4. The Indenture is hereby amended by deleting thefollowing Sections of Article 4 of the Indenture and all references thereto: 4.03, 4.05,4.06, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19 and 4.20, in eachcase in its entirety, and replacing each such Section with the following: “Intentionallyomitted.”     (c) Amendment of Article 5. The Indenture is hereby amended by deleting clause(iv) and clause (v) of each of subsection (a) and subsection (b) of Section 5.01 of theIndenture, in each case in its entirety, and replacing each such clause with the following:“Intentionally omitted.”     (d) Amendment of Article 6. The Indenture is hereby amended by deletingSection 6.01 thereof in its entirety and replacing such Section with the following:          “*Section 6.01*. ***Events of Default***.     (a) Each of the following is an “Event of Default”:     (i) failure to make the payment of any interest (including AdditionalAmounts) or Special Interest, if any, on the Notes when the same becomes dueand payable, and such failure continues for a period of 30 days;     (ii) failure to make the payment of any principal of, or premium, ifany, on, any of the Notes when the same becomes due and payable at itsStated Maturity, upon acceleration, redemption, optional redemption,required repurchase or otherwise;
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     (iii) failure to comply with the provisions of Section 5.01 hereof;     (iv) failure to comply with any other covenant or agreement in theNotes or in this Indenture (other than a failure that is the subject of theforegoing clause (i), (ii) or (iii)) and such failure continues for 60 daysafter written notice is given to the Company as provided below; providedthat a default under this clause (iv) is not an Event of Default until thetrustee or the holders of not less than 25% in aggregate principal amount ofthe Notes then outstanding notify the Company of the Default and the Companydoes not cure such Default within the time specified after receipt of suchnotice. Such notice must specify the Default, demand that it be remedied andstate that such notice is a “Notice of Default”;     (v) the Company pursuant to or within the meaning of any BankruptcyLaw:     (A) commences a voluntary case or gives notice of intention tomake a proposal under any Bankruptcy Law;     (B) consents to the entry of an order for relief against it inan involuntary case or consents to its dissolution or winding-up;     (C) consents to the appointment of a custodian of it or for allor substantially all of its property;     (D) makes a general assignment for the benefit of its creditors;     (E) admits in writing its inability to pay its debts as theybecome due or otherwise admits its insolvency; or     (F) seeks a stay of proceedings against it or proposes or givesnotice of intention to propose a compromise, arrangement orreorganization of any of its debts or obligations under anyBankruptcy Law; and     (vi) a court of competent jurisdiction enters an order or decree underany Bankruptcy Law that:     (A) is for relief against the Company in an involuntary case; or     (B) appoints a receiver, interim receiver, receiver and manager,liquidator, trustee or custodian of the Company or for all orsubstantially all of the property of the Company;     (C) orders the liquidation dissolution or winding-up of theCompany; or
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     (D) orders the presentation of any plan or arrangement,compromise or reorganization of the Company;and the order or decree remains unstayed and in effect for 60 consecutivedays; and     (vii) any Subsidiary Guarantee of one or more Subsidiary Guarantors,which by themselves or taken together would constitute a SignificantSubsidiary, ceases to be in full force and effect (other than in accordancewith the terms of such Subsidiary Guarantee or this Indenture), or one ormore Subsidiary Guarantors, which by themselves or taken together wouldconstitute a Significant Subsidiary, denies or disaffirms its obligationsunder its Subsidiary Guarantee.”     (e) Amendment of Definitions. Subject to Section 4 hereof, any defined termspresent in the Indenture, the Notes or the Guarantees but no longer used as a result of theamendments made by this Supplemental Indenture are hereby eliminated in the Indenture. Thedefinition of any defined term used in the Indenture, the Notes or the Guarantees where suchdefinition is set forth in any of the sections or subsections of the Indenture that areeliminated by this Supplemental Indenture and the term it defines is still used in theIndenture, the Notes or the Guarantees shall be deemed to become part of, and defined in,Section 1.01 of the Indenture.     3. EFFECT AND OPERATION OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall beeffective and binding immediately upon its execution by the Issuer, the Guarantors and the Trustee,and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, andevery Note and Guarantee heretofore or hereafter authenticated and delivered under the Indentureshall be bound hereby. Except as modified and amended by this Supplemental Indenture, allprovisions of the Indenture shall remain in full force and effect.     4. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture isan indenture supplemental to, and in implementation of, the Indenture, and the Indenture and thisSupplemental Indenture shall henceforth be read and construed together.     5. CONFLICT WITH TIA. If any provision of this Supplemental Indenture limits, qualifies orconflicts with any provision of the TIA that is required under the TIA to be part of and govern anyprovision of this Supplemental Indenture, the provision of the TIA shall control. If any provisionof this Supplemental Indenture modifies or excludes any provision of the TIA that may be somodified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as somodified or to be excluded by this Supplemental Indenture, as the case may be.     6. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer,employee, incorporator, member, stockholder or agent of the Issuer or any Guarantor, as such, shallhave any liability for any obligations of the Issuer or any Guarantor under the Notes, anyGuarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
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respect of, or by reason of, such obligations or their creation. Each Holder of the Notes byaccepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for issuance of the Notes. Such waiver may not be effective to waive liabilitiesunder the federal securities laws and it is the view of the Securities and Exchange Commission thatsuch a waiver is against public policy.     7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TOCONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OFLAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIREDTHEREBY.     8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.Each signed copy shall be an original, but all of them together represent the same agreement.     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall notaffect the construction hereof.     10. THE TRUSTEE. The Trustee makes no representation as to, and shall not be responsible inany manner whatsoever for or in respect of, the validity or sufficiency of this SupplementalIndenture or for or in respect of the recitals contained herein, all of which recitals are madesolely by the Issuer and the Guarantors.     11. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceableunder applicable law, such provision or provisions shall be excluded from this Agreement and thebalance of the Agreement shall be interpreted as if such provision or provisions were so excludedand shall be enforceable in accordance with its terms.[Signature Page Follows]
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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.      CASCADES INC.