exv4w14






EXHIBIT 4.14






THIRTEENTH SUPPLEMENTAL INDENTURE




     This THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February
26, 2010, among Cascades Inc., a Quebec, Canada corporation (the “Issuer”), the Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York Mellon as trustee under the
Indenture referred to below (the “Trustee”).



WITNESSETH



     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated
as of February 5, 2003 (as amended, supplemented or otherwise modified through the date hereof, the
“Indenture”), pursuant to which the Issuer has issued $675,000,000 aggregate principal amount of
71/4% Senior Notes due 2013 (the “Notes”);



     WHEREAS, the Issuer or its Affiliates hold $658,875,000 aggregate principal amount of the
Notes and, accordingly, as of the date hereof, $16,125,000 aggregate principal amount of the Notes
remain outstanding (within the meaning of Section 2.09 of the Indenture (before giving effect to
this Supplemental Indenture));



     WHEREAS, the Issuer has entered into agreements with the Holders of a majority in principal
amount of the Notes outstanding (within the meaning of Section 2.09 of the Indenture (before giving
effect to this Supplemental Indenture)), pursuant to which such Holders have consented in writing
to eliminate substantially all of the restrictive covenants contained in the Indenture, to
eliminate certain of the events of default contained in the Indenture, to permit Notes held by the
Company or its Affiliates to be treated for certain purposes as outstanding under the Indenture and
to make corresponding changes to the Notes;



     WHEREAS, Section 9.02 of the Indenture provides that the Issuer and the Trustee may amend or
supplement the Indenture and the Notes with the consent of the Holders of a majority in principal
amount of the Notes, voting as a single class (except for certain provisions of the Indenture which
cannot be amended without the consent of each Holder with respect to any Note held by a
non-consenting Holder);



     WHEREAS, Holders of at least a majority in aggregate principal amount of the Notes outstanding
(within the meaning of Section 2.09 of the Indenture (before giving effect to this Supplemental
Indenture)) have duly consented to the proposed amendments and waivers set forth in this
Supplemental Indenture in accordance with Section 9.02 of the Indenture, and all other conditions
precedent provided under the Indenture to permit the Company, the Guarantors and the Trustee to
enter into this Supplemental Indenture have been satisfied; and



     WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



 









 





     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. AMENDMENTS.




     (a) Amendment of Article 2. The Indenture is hereby amended by deleting
Section 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 Notes
have concurred in any direction, amendment, supplement, waiver or consent, Notes
owned by the Company, or by any Affiliate of the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee 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 so
disregarded; provided, however, that, notwithstanding the foregoing, at any time at
which all Notes are held by the Company and/or its wholly owned subsidiaries, such
Notes shall be considered as though outstanding.”




     (b) Amendment of Article 4. The Indenture is hereby amended by deleting the
following 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, 4.20 and 4.22, in
each case in its entirety, and replacing each such Section with the following:
“Intentionally omitted.”




     (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 the
Indenture, 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 deleting
Section 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 Additional
Amounts) or Special Interest, if any, on the Notes when the same becomes due
and payable, and such failure continues for a period of 30 days;




     (ii) failure to make the payment of any principal of, or premium, if
any, on, any of the Notes when the same becomes due and payable at its
Stated Maturity, upon acceleration, redemption, optional redemption,
required repurchase or otherwise;



-2-









 






     (iii) failure to comply with the provisions of Section 5.01 hereof;




     (iv) failure to comply with any other covenant or agreement in the
Notes or in this Indenture (other than a failure that is the subject of the
foregoing clause (i), (ii) or (iii)) and such failure continues for 60 days
after written notice is given to the Company as provided below; provided
that a default under this clause (iv) is not an Event of Default until the
trustee or the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default”;




     (v) the Company pursuant to or within the meaning of any Bankruptcy
Law:




     (A) commences a voluntary case or gives notice of intention to
make a proposal under any Bankruptcy Law;




     (B) consents to the entry of an order for relief against it in
an involuntary case or consents to its dissolution or winding-up;




     (C) consents to the appointment of a custodian of it or for all
or 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 they
become due or otherwise admits its insolvency; or




     (F) seeks a stay of proceedings against it or proposes or gives
notice of intention to propose a compromise, arrangement or
reorganization of any of its debts or obligations under any
Bankruptcy Law; and




     (vi) a court of competent jurisdiction enters an order or decree under
any 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 or
substantially all of the property of the Company;




     (C) orders the liquidation dissolution or winding-up of the
Company; or



-3-









 






     (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 consecutive
days; and




     (vii) any Subsidiary Guarantee of one or more Subsidiary Guarantors,
which by themselves or taken together would constitute a Significant
Subsidiary, ceases to be in full force and effect (other than in accordance
with the terms of such Subsidiary Guarantee or this Indenture), or one or
more Subsidiary Guarantors, which by themselves or taken together would
constitute a Significant Subsidiary, denies or disaffirms its obligations
under its Subsidiary Guarantee.”




     (e) Amendment of Definitions. Subject to Section 4 hereof, any defined terms
present in the Indenture, the Notes or the Guarantees but no longer used as a result of the
amendments made by this Supplemental Indenture are hereby eliminated in the Indenture. The
definition of any defined term used in the Indenture, the Notes or the Guarantees where such
definition is set forth in any of the sections or subsections of the Indenture that are
eliminated by this Supplemental Indenture and the term it defines is still used in the
Indenture, 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 be
effective 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, and
every Note and Guarantee heretofore or hereafter authenticated and delivered under the Indenture
shall be bound hereby. Except as modified and amended by this Supplemental Indenture, all
provisions of the Indenture shall remain in full force and effect.



     4. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture is
an indenture supplemental to, and in implementation of, the Indenture, and the Indenture and this
Supplemental Indenture shall henceforth be read and construed together.



     5. CONFLICT WITH TIA. If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision of the TIA that is required under the TIA to be part of and govern any
provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision
of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so
modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so
modified 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, shall
have any liability for any obligations of the Issuer or any Guarantor under the Notes, any
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in



-4-









 




respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Securities and Exchange Commission that
such a waiver is against public policy.




     7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



     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 not
affect the construction hereof.



     10. THE TRUSTEE. The Trustee makes no representation as to, and shall not be responsible in
any manner whatsoever for or in respect of, the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which recitals are made
solely by the Issuer and the Guarantors.



     11. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision or provisions shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision or provisions were so excluded
and shall be enforceable in accordance with its terms.



[Signature Page Follows]








-5-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	CASCADES INC.

 	 
	 	By:  	/s/ Allan Hogg
 	 
	 	 	Name:  	Allan Hogg 	 
	 	 	Title:  	Vice-President, Finance and Treasurer 	 
	 
	 	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.

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

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 NEW ENGLAND INC.

NORAMPAC FINANCE US INC.

NORAMPAC HOLDING US INC.

NORAMPAC NEW YORK CITY INC.

NORAMPAC SCHENECTADY INC.

NORAMPAC INDUSTRIES INC.

NORAMPAC EXPORT SALES CORP.

     as Guarantors,

 	 
	 	By:  	/s/ Allan Hogg
 	 
	 	 	Name:  	Allan Hogg 	 
	 	 	Title:  	Authorized Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/ Lesley Daley
 	 
	 	 	Name:  	Lesley Daley 	 
	 	 	Title:  	Assistant Vice President