**Exhibit 4.15**

THIRD SUPPLEMENTALINDENTURE

dated as ofDecember 28, 2006

to the

INDENTURE

dated as of May28, 2003

among

CASCADES 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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THIRD SUPPLEMENTALINDENTURE (this “*Third Supplemental Indenture*”),dated as of December 28, 2006, among CASCADES INC., a Quebec corporation (“*Cascades*”), CASCADES AUBURN FIBER INC., aDelaware corporation, CASCADES BOXBOARD GROUP INC., a Canadian corporation,CASCADES BOXBOARD GROUP — CONNECTICUT LLC, a Delaware limited liabilitycompany, CASCADES BOXBOARD U.S., INC., a Delaware corporation, CASCADESDELAWARE LLC, a Delaware limited liability company, CASCADES DIAMOND, INC., aMassachusetts corporation, CASCADES FINE PAPERS GROUP (SALES) INC., a Delawarecorporation, CASCADES FINE PAPERS GROUP (USA) INC., a New York corporation,CASCADES FINE PAPERS GROUP INC., a Canadian corporation, CASCADES FINE PAPERSGROUP THUNDER BAY INC., a Canadian corporation, CASCADES MOULDED PULP, INC., aNorth Carolina corporation, CASCADES NOVA SCOTIA COMPANY, a Nova Scotiacorporation, CASCADES PLASTICS INC., a Delaware corporation, CASCADES TISSUEGROUP — NORTH CAROLINA INC., a North Carolina corporation, CASCADES TISSUEGROUP — NEW YORK INC., a Delaware corporation, CASCADES TISSUE GROUP — OREGONINC., a Delaware corporation, CASCADES TISSUE GROUP — PENNSYLVANIA, INC. aDelaware corporation, CASCADES TISSUE GROUP — IFC DISPOSABLES INC., a Tennesseecorporation, CASCADES TISSUE GROUP — WISCONSIN INC., a Delaware corporation,CASCADES TISSUE GROUP — ARIZONA INC., a Delaware corporation, CASCADES TISSUEGROUP — MARYLAND LLC, a Delaware limited liability company, CASCADES TISSUEGROUP — SALES INC., a Delaware corporation, CASCADES TISSUE GROUP — TENNESSEEINC., a Tennessee corporation, CASCADES TRANSPORT INC., a Canadian corporation,CASCADES USA INC., a Delaware corporation, CASCADES CANADA INC., a Canadiancorporation, CONFERENCE CUP LTD., an Ontario limited liability company, DOPACO,INC., a Pennsylvania corporation, DOPACO CANADA, INC., a Canadian corporation,DOPACO LIMITED PARTNERSHIP, a Delaware limited partnership, DOPACO PACIFIC LLC,a Delaware limited liability company, GARVEN INCORPORATED, an Ontariocorporation, KINGSEY FALLS INVESTMENTS INC., a Canadian corporation, RABOTAGELEMAY INC., a Quebec corporation, SCIERIE LEMAY INC., a Quebec corporation, W.H. SMITH PAPER CORPORATION, a New York corporation, CASCADES TISSUE GROUP —PICKERING INC., a Canadian corporation, 3815285 CANADA INC., a Canadiancorporation, 3815315 CANADA INC., a Canadian corporation, 6265642 CANADA INC.,a Canadian corporation and CASCADES ENERGY INITIATIVE INC., a Delawarecorporation (collectively, 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, NorampacInc., a Canadian corporation (“*Norampac*”),as predecessor issuer, has heretofore executed and delivered to the Trustee anindenture, dated as of May 28, 2003, amended by the First SupplementalIndenture, dated as of July 30, 2004, and the Second Supplemental Indenture,dated as of December 28, 2006 (the “*Indenture*”),among Norampac, the Subsidiary Guarantors party thereto and Trustee, providingfor the issuance of Norampac’s 63⁄4% Senior Notes due 2013 (the “*Notes*”);

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WHEREAS, Norampachas issued an outstanding $250,000,000 aggregate principal amount of Notesunder the Indenture;

WHEREAS, on thedate hereof Cascades and Norampac entered into a Memorandum of Agreementpursuant to which, in connection with the winding up of Norampac into Cascades,Norampac assigned and transferred all of its assets to Cascades and Cascadesassumed all of Norampac’s liabilities (the “*Combination*”);

WHEREAS, Section5.01 of the Indenture permits Norampac to merge, consolidate or amalgamate withor into any other person or sell, transfer, assign, lease, convey or otherwisedispose of all or substantially all its property in any one transaction orseries of transactions if  certainconditions are met;

WHEREAS, Section4.19 of the Indenture provides that Cascades, as the Surviving Person in theCombination, shall cause each person that becomes a Canadian or U.S. RestrictedSubsidiaries to execute and deliver to the Trustee a Subsidiary Guarantee atthe time such person becomes a Canadian or U.S. Restricted Subsidiary;

WHEREAS, the NewSubsidiary Guarantors are all of the Canadian or U.S. Restricted Subsidiariesof Cascades;

WHEREAS, Section9.01 of the Indenture provides that Cascades, as the Surviving Person, and theTrustee may amend or supplement the Indenture without the consent of any holderof a Note to (i) add additional Subsidiary Guarantees with respect to the Notesas provided or permitted under the Indenture and (ii) provide for theassumption by the Surviving Person of the obligations of Norampac under theIndenture; and

WHEREAS, pursuantto Sections 4.19, 5.01, 9.01, 9.06 and 10.03 of the Indenture, the Trustee,Cascades, 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, Cascades, the Existing SubsidiaryGuarantors, the New Subsidiary Guarantors, and the Trustee mutually covenantand agree for the equal and ratable benefit of the Holders of the Notes asfollows:

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

(b)  Forall purposes of this Third 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 Third Supplemental Indenture refer to this ThirdSupplemental Indenture as a whole and not to any particular section hereof.

2.                                       Assumptionof Obligations.  Pursuant to Section5.01(a)(ii) of the Indenture, Cascades hereby agrees to assume the due andpunctual payment of the principal of, 

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and premium, if any, andaccrued and unpaid interest and Special Interest, if any, on all the Notes,according to their tenor, and the due and punctual performance and observanceof all the covenants and conditions of the Indenture to be performed byNorampac as required by Section 5.01 of the Indenture.  All references in the Indenture, as amendedhereby, to the “Company” shall be deemed to be references to Cascades, as theSurviving Person and pursuant to Section 5.02 of the Indenture Cascades shallsucceed to and be substituted for, and may exercise every right and powerpreviously provided to Norampac under the Indenture and Norampac shall bereleased from all obligations and covenants under the Indenture.

3.                                       Agreementto Guarantee.  Pursuant to Section4.19, the New Subsidiary Guarantors hereby agree, jointly and severally withall Existing Subsidiary Guarantors, to guarantee the Surviving Person’sobligations under the Notes on the terms and subject to the conditions setforth in Article 10 of the Indenture and to be bound by all other applicableprovisions of the Indenture.  From andafter the date hereof, each of the New Subsidiary Guarantors shall be aSubsidiary Guarantor for all purposes under the Indenture and the Notes.

4.                                       Ratificationof Indenture; Third 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 Third 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.

5.                                       Miscellaneous.

5.1                                 GoverningLaw.  THIS THIRD 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.

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

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

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

5.5                                 Conflictwith TIA.  If any provision of thisThird 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 Third Supplemental Indenture, the provision of the TIA shallcontrol.  If any provision of this ThirdSupplemental 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 Third SupplementalIndenture, as the case may be.

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5.6                                 Severability.  In case any provision of this Third SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

5.7                                 NoThird Party Beneficiaries.  Nothingin this Third 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 Third Supplemental Indenture or the Notes.

[*remainder of page left intentionally blank*]

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IN WITNESSWHEREOF, the parties hereto have caused this Third Supplemental Indenture to beduly executed as of the date first above written.
|   | Company:      |
|--------|---------------|
|   |          |
|   | CASCADES INC. |
|   |          |
|   |          |   |
|   | By:           | /s/ Robert F. Hall |
|   |          | Name: | Robert F. Hall |
|   |          | Title: | Vice President, Legal Affairs and |
|   |          |   | Corporate Secretary |

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

 
|        | CASCADES BOXBOARD GROUP INC.                |
|--------|---------------------------------------------|
|   | CASCADES CANADA INC.                        |
|   | CASCADES DIAMOND, INC.                      |
|   | CASCADES FINE PAPERS GROUP INC.             |
|   | CASCADES FINE PAPERS GROUP THUNDER BAY INC. |
|   | CASCADES NOVA SCOTIA COMPANY                |
|   | CASCADES TRANSPORT INC.                     |
|   | CONFERENCE CUP LTD.                         |
|   | DOPACO, INC.                                |
|   | DOPACO CANADA, INC.                         |
|   | GARVEN INCORPORATED                         |
|   | KINGSEY FALLS INVESTMENTS INC.              |
|   | RABOTAGE LEMAY INC.                         |
|   | SCIERIE LEMAY INC.                          |
|   | CASCADES TISSUE GROUP — PICKERING INC. |
|   | 3815285 CANADA INC.                         |
|   | 3815315 CANADA INC.                         |
|   | 6265642 CANADA INC.                         |

 
|        | By:    | /s/ Robert F. Hall |
|--------|--------|--------------------|
|   |   | Name:              | Robert F. Hall |
|   |   | Title:             | Secretary or Assistant Secretary |

 
|        | CASCADES AUBURN FIBER INC.              |
|--------|-----------------------------------------|
|   | CASCADES DELAWARE LLC                   |
|   | CASCADES FINE PAPERS GROUP (SALES) INC. |
|   | CASCADES FINE PAPERS GROUP (USA) INC.   |

 

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|        | 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             |
|   | CASCADES USA INC.                              |
|   | W.H. SMITH PAPER CORPORATION                   |
|   | CASCADES ENERGY INITIATIVE INC.                |
|   | CASCADES BOXBOARD U.S., INC.                   |
|   | CASCADES BOXBOARD GROUP — CONNECTICUT LLC |

 
|        | By:    | /s/ Nathalie Théberge |
|--------|--------|----------------------------|
|   |   | Name:                      | Nathalie Théberge |
|   |   | Title:                     | Assistant Secretary Assistant Secretary for the Existing  Subsidiary Guarantors |

 
|        | DOPACO LIMITED PARTNERSHIP |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        | Dopaco Pacific LLC |
|   |                       | Its General Partner |
|   |                       |   |
|   |                       |   |
|   |                       | By: | /s/ Nathalie Théberge |
|   |                       |   | Name: | Nathalie Théberge |
|   |                       |   | Title: | Authorized Signatory |

 
|        | DOPACO PACIFIC LLC |
|--------|--------------------|
|   |               |
|   |               |   |
|   | By:                | /s/ Nathalie Théberge |
|   |               | Name: | Nathalie Théberge |
|   |               | Title: | Authorized Signatory |
|        |                    |  |  |  |  |

 

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|        | 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.                     |
|   | 4341384 CANADA INC. (F/K/A 3815400 USA INC.) |
|   | 6671225 CANADA 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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